<PAGE>

                                                                    EXHIBIT 10.1

                    $500,000,000.00 REVOLVING CREDIT FACILITY

                                CREDIT AGREEMENT

                                  by and among

                             BIG LOTS STORES, INC.,

                          THE GUARANTORS PARTY HERETO,

                             THE BANKS PARTY HERETO,

              PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent,

      PNC CAPITAL MARKETS, INC., as a Lead Arranger and as Sole Bookrunner

        NATIONAL CITY BANK, as Administrative Agent and a Lead Arranger,

                                       and

                   WACHOVIA BANK, N.A., as Documentation Agent

                             Dated October 29, 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                             Page
-------                                                                                                             ----
<S>                                                                                                                 <C>
1.       CERTAIN DEFINITIONS.....................................................................................     1
         1.1      Certain Definitions............................................................................     1
         1.2      Construction...................................................................................    27
                  1.2.1.     Number; Inclusion...................................................................    27
                  1.2.2.     Determination.......................................................................    27
                  1.2.3.     Administrative Agent's Discretion and Consent.......................................    27
                  1.2.4.     Documents Taken as a Whole..........................................................    27
                  1.2.5.     Headings............................................................................    27
                  1.2.6.     Implied References to this Agreement................................................    28
                  1.2.7.     Persons.............................................................................    28
                  1.2.8.     Modifications to Documents..........................................................    28
                  1.2.9.     From, To and Through................................................................    28
                  1.2.10.    Shall; Will.........................................................................    28
         1.3      Accounting Principles..........................................................................    28

2.       REVOLVING CREDIT AND SWING LOAN FACILITIES..............................................................    29
         2.1      Revolving Credit and Swing Loan Commitments....................................................    29
                  2.1.1.     Revolving Credit Loans..............................................................    29
                  2.1.2.     Swing Loans.........................................................................    29
         2.2      Nature of Banks' Obligations with Respect to Revolving Credit Loans............................    29
         2.3      Facility Fees..................................................................................    29
         2.4      Utilization Fees...............................................................................    30
         2.5      Revolving Credit Loan Requests; Swing Loan Requests............................................    30
                  2.5.1.     Revolving Credit Loan Requests......................................................    30
                  2.5.2.     Swing Loan Requests.................................................................    31
         2.6      Making Revolving Credit Loans and Swing Loans; Revolving Credit Notes and Swing Notes..........    31
                  2.6.1.     Making Revolving Credit Loans.......................................................    31
                  2.6.2.     Making Swing Loans..................................................................    32
                  2.6.3.     Revolving Credit Notes..............................................................    32
                  2.6.4.     Swing Note..........................................................................    32
         2.7      Borrowings to Repay Swing Loans................................................................    32
         2.8      Use of Proceeds................................................................................    33
         2.9      Bid Loan Facility..............................................................................    33
                  2.9.1.     Bid Loan Requests...................................................................    33
                  2.9.2.     Bidding.............................................................................    34
                  2.9.3.     Accepting Bids......................................................................    34
                  2.9.4.     Funding Bid Loans...................................................................    35
                  2.9.5.     Several Obligations.................................................................    35
                  2.9.6.     Bid Notes...........................................................................    36
         2.10     Letter of Credit Subfacility...................................................................    36
                  2.10.1.    Issuance of Letters of Credit.......................................................    36
</TABLE>

                                      - i -

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                             Page
-------                                                                                                             ----
<S>                                                                                                                 <C>
                  2.10.2.    Letter of Credit Fees...............................................................    36
                  2.10.3.    Disbursements, Reimbursement........................................................    37
                  2.10.4.    Repayment of Participation Advances.................................................    38
                  2.10.5.    Documentation.......................................................................    39
                  2.10.6.    Determinations to Honor Drawing Requests............................................    39
                  2.10.7.    Nature of Participation and Reimbursement Obligations...............................    39
                  2.10.8.    Indemnity...........................................................................    41
                  2.10.9.    Liability for Acts and Omissions....................................................    41
         2.11     Optional Termination or Reduction of Revolving Credit Commitments..............................    43

3.       INTEREST RATES..........................................................................................    43
         3.1      Interest Rate Options..........................................................................    43
                  3.1.1.     Revolving Credit Interest Rate Options..............................................    44
                  3.1.2.     Rate Quotations.....................................................................    44
                  3.1.3.     Change in Fees or Interest Rates....................................................    44
         3.2      Committed Loan Interest Periods................................................................    45
         3.3      Interest After Default.........................................................................    45
                  3.3.1.     Interest Rate.......................................................................    45
                  3.3.2.     Letter of Credit Fees...............................................................    45
                  3.3.3.     Other Obligations...................................................................    45
                  3.3.4.     Acknowledgment......................................................................    46
         3.4      Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.................    46
                  3.4.1.     Unascertainable.....................................................................    46
                  3.4.2.     Illegality; Increased Costs; Deposits Not Available.................................    46
                  3.4.3.     Administrative Agent's and Bank's Rights............................................    47
         3.5      Selection of Interest Rate Options.............................................................    47

4.       PAYMENTS................................................................................................    48
         4.1      Payments.......................................................................................    48
         4.2      Pro Rata Treatment of Banks....................................................................    48
         4.3      Interest Payment Dates.........................................................................    49
         4.4      Voluntary Prepayments..........................................................................    49
                  4.4.1.     Right to Prepay.....................................................................    49
                  4.4.2.     Replacement of a Bank...............................................................    50
                  4.4.3.     Change of Lending Office............................................................    51
         4.5      Mandatory Prepayments..........................................................................    51
                  4.5.1.     Reduction of Revolving Credit Commitments...........................................    51
                  4.5.2.     Issuance of Other Indebtedness......................................................    51
                  4.5.3.     Application among Interest Rate Options.............................................    52
         4.6      Additional Compensation in Certain Circumstances...............................................    52
                  4.6.1.     Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy
                             Requirements, Expenses, Etc.........................................................    52
                  4.6.2.     Indemnity...........................................................................    53
</TABLE>

                                     - ii -

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                             Page
-------                                                                                                             ----
<S>                                                                                                                 <C>
         4.7      Settlement Date Procedures.....................................................................    54

5.       REPRESENTATIONS AND WARRANTIES..........................................................................    54
         5.1      Representations and Warranties.................................................................    54
                  5.1.1.     Organization and Qualification......................................................    54
                  5.1.2.     Capitalization and Ownership........................................................    54
                  5.1.3.     Subsidiaries........................................................................    55
                  5.1.4.     Power and Authority.................................................................    55
                  5.1.5.     Validity and Binding Effect.........................................................    55
                  5.1.6.     No Conflict.........................................................................    55
                  5.1.7.     Litigation..........................................................................    56
                  5.1.8.     Title to Properties.................................................................    56
                  5.1.9.     Financial Statements................................................................    56
                  5.1.10.    Use of Proceeds; Margin Stock; Section 20 Subsidiaries..............................    57
                  5.1.11.    Full Disclosure.....................................................................    58
                  5.1.12.    Taxes...............................................................................    58
                  5.1.13.    Consents and Approvals..............................................................    58
                  5.1.14.    No Event of Default; Compliance with Instruments....................................    58
                  5.1.15.    Patents, Trademarks, Copyrights, Licenses, Etc......................................    59
                  5.1.16.    Insurance...........................................................................    59
                  5.1.17.    Compliance with Laws................................................................    59
                  5.1.18.    Material Contracts; Burdensome Restrictions.........................................    59
                  5.1.19.    Investment Companies; Regulated Entities............................................    60
                  5.1.20.    Plans and Benefit Arrangements......................................................    60
                  5.1.21.    Employment Matters..................................................................    61
                  5.1.22.    Environmental Matters...............................................................    61
                  5.1.23.    Senior Debt Status..................................................................    63
                  5.1.24.    Anti-Terrorism Laws.................................................................    63
                  5.1.25.    Inactive Subsidiaries...............................................................    64
         5.2      Updates to Schedules...........................................................................    64

6.       CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT.................................................    65
         6.1      First Loans and Letters of Credit..............................................................    65
                  6.1.1.     Officer's Certificate...............................................................    65
                  6.1.2.     Secretary's Certificate.............................................................    66
                  6.1.3.     Delivery of Loan Documents..........................................................    66
                  6.1.4.     Opinion of Counsel..................................................................    66
                  6.1.5.     Legal Details.......................................................................    66
                  6.1.6.     Payment of Fees.....................................................................    67
                  6.1.7.     Consents............................................................................    67
                  6.1.8.     Officer's Certificate Regarding MACs................................................    67
                  6.1.9.     No Violation of Laws................................................................    67
                  6.1.10.    No Actions or Proceedings...........................................................    67
</TABLE>

                                     - iii -

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                             Page
-------                                                                                                             ----
<S>                                                                                                                 <C>
                  6.1.11.    Lien Searches.......................................................................    67
                  6.1.12.    Insurance Policies..................................................................    68
                  6.1.13.    Termination Statements:  Release Statements and Other Releases......................    68
                  6.1.14.    Repayment of Prohibited Indebtedness................................................    68
                  6.1.15.    Redemption of the Prior Senior Notes................................................    68
                  6.1.16.    Debt Rating.........................................................................    68
                  6.1.17.    Other Documents and Conditions......................................................    68
         6.2      Each Additional Loan or Letter of Credit.......................................................    68

7.       COVENANTS...............................................................................................    69
         7.1      Affirmative Covenants..........................................................................    69
                  7.1.1.     Preservation of Existence, Etc......................................................    69
                  7.1.2.     Payment of Liabilities, Including Taxes, Etc........................................    69
                  7.1.3.     Maintenance of Insurance............................................................    70
                  7.1.4.     Maintenance of Properties and Leases................................................    70
                  7.1.5.     Maintenance of Patents, Trademarks, Etc.............................................    70
                  7.1.6.     Visitation Rights...................................................................    70
                  7.1.7.     Keeping of Records and Books of Account.............................................    71
                  7.1.8.     Plans and Benefit Arrangements......................................................    71
                  7.1.9.     Compliance with Laws................................................................    71
                  7.1.10.    Use of Proceeds.....................................................................    71
                  7.1.11.    Subordination of Intercompany Loans.................................................    71
                  7.1.12.    Anti-Terrorism Laws.................................................................    72
         7.2      Negative Covenants.............................................................................    72
                  7.2.1.     Indebtedness........................................................................    72
                  7.2.2.     Liens...............................................................................    73
                  7.2.3.     Guaranties..........................................................................    73
                  7.2.4.     Loans and Investments...............................................................    73
                  7.2.5.     Liquidations, Mergers, Consolidations, Acquisitions.................................    74
                  7.2.6.     Dispositions of Assets or Subsidiaries..............................................    75
                  7.2.7.     Affiliate Transactions..............................................................    76
                  7.2.8.     Subsidiaries, Partnerships and Joint Ventures; Excluded Inactive Subsidiaries;
                             Excluded Active Subsidiaries........................................................    76
                  7.2.9.     Continuation of or Change in Business...............................................    77
                  7.2.10.    Plans and Benefit Arrangements......................................................    77
                  7.2.11.    Fiscal Year.........................................................................    78
                  7.2.12.    Issuance of Stock or Other Equity Interests.........................................    78
                  7.2.13.    Changes in Organizational Documents.................................................    78
                  7.2.14.    Capital Expenditures and Capital Leases.............................................    79
                  7.2.15.    Maximum Leverage Ratio..............................................................    79
                  7.2.16.    Minimum Fixed Charge Coverage Ratio.................................................    79
                  7.2.17.    Negative Pledges....................................................................    79
         7.3      Reporting Requirements.........................................................................    80
</TABLE>

                                     - iv -

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                             Page
-------                                                                                                             ----
<S>                                                                                                                 <C>
                  7.3.1.     Quarterly Financial Statements......................................................    80
                  7.3.2.     Annual Financial Statements.........................................................    81
                  7.3.3.     Certificate of the Borrower and the Parent..........................................    81
                  7.3.4.     Notice of Default...................................................................    82
                  7.3.5.     Notice of Litigation................................................................    82
                  7.3.6.     Certain Events......................................................................    82
                  7.3.7.     Notice of Change in Debt Rating.....................................................    82
                  7.3.8.     Budgets, Forecasts, Other Reports and Information...................................    82
                  7.3.9.     Notices Regarding Plans and Benefit Arrangements....................................    83

8.       DEFAULT.................................................................................................    84
         8.1      Events of Default..............................................................................    84
                  8.1.1.     Payments Under Loan Documents.......................................................    85
                  8.1.2.     Breach of Warranty..................................................................    85
                  8.1.3.     Breach of Negative Covenants or Visitation Rights...................................    85
                  8.1.4.     Breach of Other Covenants...........................................................    85
                  8.1.5.     Defaults in Other Agreements or Indebtedness........................................    85
                  8.1.6.     Final Judgments or Orders...........................................................    85
                  8.1.7.     Loan Document Unenforceable.........................................................    86
                  8.1.8.     Proceedings Against Assets..........................................................    86
                  8.1.9.     Notice of Lien or Assessment........................................................    86
                  8.1.10.    Insolvency..........................................................................    86
                  8.1.11.    Events Relating to Plans and Benefit Arrangements...................................    86
                  8.1.12.    Cessation of Business...............................................................    87
                  8.1.13.    Change of Control...................................................................    87
                  8.1.14.    Involuntary Proceedings.............................................................    87
                  8.1.15.    Voluntary Proceedings...............................................................    88
         8.2      Consequences of Event of Default...............................................................    88
                  8.2.1.     Events of Default Other Than Bankruptcy or Reorganization Proceedings...............    88
                  8.2.2.     Bankruptcy or Reorganization Proceedings............................................    88
                  8.2.3.     Set-off.............................................................................    89
                  8.2.4.     Suits, Actions, Proceedings.........................................................    89
                  8.2.5.     Application of Proceeds.............................................................    89
                  8.2.6.     Other Rights and Remedies...........................................................    90
         8.3      Right of Competitive Bid Loan Banks............................................................    90

9.       THE ADMINISTRATIVE AGENT................................................................................    90
         9.1      Appointment....................................................................................    90
         9.2      Delegation of Duties...........................................................................    91
         9.3      Nature of Duties; Independent Credit Investigation.............................................    91
         9.4      Actions in Discretion of Administrative Agent; Instructions From the Banks.....................    91
         9.5      Reimbursement and Indemnification of Administrative Agent by the Loan Parties..................    92
</TABLE>

                                      - v -

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                             Page
-------                                                                                                             ----
<S>                                                                                                                 <C>
         9.6      Exculpatory Provisions; Limitation of Liability................................................    93
         9.7      Reimbursement and Indemnification of Administrative Agent by Banks.............................    93
         9.8      Reliance by Administrative Agent...............................................................    94
         9.9      Notice of Default..............................................................................    94
         9.10     Notices........................................................................................    94
         9.11     Banks in Their Individual Capacities; Administrative Agent in its Individual Capacity..........    95
         9.12     Holders of Notes...............................................................................    95
         9.13     Equalization of Banks..........................................................................    95
         9.14     Successor Administrative Agent.................................................................    96
         9.15     Bid Loan Processing Fee; Administrative Agent's Fee............................................    96
         9.16     Availability of Funds..........................................................................    97
         9.17     Calculations...................................................................................    97
         9.18     No Reliance on Administrative Agent's Customer Identification Program..........................    97
         9.19     Beneficiaries..................................................................................    98
         9.20     Syndication Agent and Documentation Agent......................................................    98

10.      MISCELLANEOUS...........................................................................................    98
         10.1     Modifications, Amendments or Waivers...........................................................    98
                  10.1.1.    Increase of Commitment; Extension of Expiration Date,...............................    98
                  10.1.2.    Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms
                             of Payment..........................................................................    98
                  10.1.3.    Release of Guarantor................................................................    99
                  10.1.4.    Miscellaneous.......................................................................    99
         10.2     No Implied Waivers; Cumulative Remedies; Writing Required......................................    99
         10.3     Reimbursement and Indemnification of Banks by the Loan Parties; Taxes..........................    99
         10.4     Holidays.......................................................................................   101
         10.5     Funding by Branch, Subsidiary or Affiliate.....................................................   101
                  10.5.1.    Notional Funding....................................................................   101
                  10.5.2.    Actual Funding......................................................................   101
         10.6     Notices........................................................................................   102
         10.7     Severability...................................................................................   102
         10.8     Governing Law..................................................................................   103
         10.9     Prior Understanding............................................................................   103
         10.10    Duration; Survival.............................................................................   103
         10.11    Successors and Assigns.........................................................................   103
         10.12    Confidentiality................................................................................   105
                  10.12.1.   General.............................................................................   105
                  10.12.2.   Sharing Information With Affiliates of the Banks....................................   106
         10.13    Counterparts...................................................................................   106
         10.14    Administrative Agent's or Bank's Consent.......................................................   106
         10.15    Exceptions.....................................................................................   106
         10.16    CONSENT TO FORUM; WAIVER OF JURY TRIAL.........................................................   106
</TABLE>

                                     - vi -

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                             Page
-------                                                                                                             ----
<S>                                                                                                                 <C>
         10.17    Certifications From Banks and Participants.....................................................   107
                  10.17.1.   Tax Withholding Clause..............................................................   107
                  10.17.2.   USA Patriot Act.....................................................................   108
         10.18    Joinder of Guarantors..........................................................................   108
</TABLE>

                                     - vii -

<PAGE>

                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1.1(A)        -      PRICING GRID
SCHEDULE 1.1(B)        -      COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(E)        -      EXCLUDED INACTIVE SUBSIDIARIES
SCHEDULE 1.1(P)(1)     -      PERMITTED INVESTMENTS
SCHEDULE 1.1(P)(2)     -      PERMITTED LIENS
SCHEDULE 1.1(R)        -      ROLLOVER LETTERS OF CREDIT
SCHEDULE 5.1.1         -      QUALIFICATIONS TO DO BUSINESS
SCHEDULE 5.1.2         -      CAPITALIZATION
SCHEDULE 5.1.3         -      SUBSIDIARIES
SCHEDULE 5.1.7         -      LITIGATION (NEW YORK POTENTIAL TAX CLAIM)
SCHEDULE 5.1.8         -      OWNED REAL PROPERTY
SCHEDULE 5.1.13        -      CONSENTS AND APPROVALS
SCHEDULE 5.1.16        -      INSURANCE POLICIES
SCHEDULE 5.1.20        -      EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 5.1.22        -      ENVIRONMENTAL DISCLOSURES
SCHEDULE 7.2.1         -      PERMITTED INDEBTEDNESS
SCHEDULE 7.2.3         -      EXISTING GUARANTIES

EXHIBITS

EXHIBIT 1.1(A)         -      ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)         -      BID LOAN NOTE
EXHIBIT 1.1(G)(1)      -      GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)      -      GUARANTY AGREEMENT
EXHIBIT 1.1(I)         -      INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(R)         -      REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)         -      SWING LOAN NOTE
EXHIBIT 2.5.1          -      COMMITTED LOAN REQUEST
EXHIBIT 2.5.2          -      SWING LOAN REQUEST
EXHIBIT 2.9.1          -      BID LOAN REQUEST
EXHIBIT 7.2.5          -      ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.3.3          -      QUARTERLY COMPLIANCE CERTIFICATE

                                    - viii -

<PAGE>

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT is dated October 29, 2004 and is made by and
among Big Lots Stores, Inc., an Ohio corporation (the "Borrower"), each of the
Guarantors (as hereinafter defined), the Banks (as hereinafter defined), PNC
Bank, National Association, in its capacity as syndication agent for the Banks
under this Agreement (hereinafter referred to in such capacity as the
"Syndication Agent"), National City Bank, in its capacity as administrative
agent for the Banks under this Agreement (hereinafter referred to in such
capacity as the "Administrative Agent"), and Wachovia Bank, N.A., in its
capacity as documentation agent for the Banks under this Agreement (hereinafter
referred to in such capacity as the "Documentation Agent").

                                   WITNESSETH:

         WHEREAS, the Borrower has requested the Banks to provide a revolving
credit facility (including a letter of credit subfacility) to the Borrower in an
aggregate principal amount of Five Hundred Million and 00/100 Dollars
($500,000,000.00); and

         WHEREAS, the revolving credit facility shall be used (i) to repay
certain existing indebtedness of the Borrower including amounts due under the
Prior Loan Agreement (as hereinafter defined) and the Prior Senior Notes (as
hereinafter defined), (ii) to provide working capital to the Borrower, and (iii)
for general corporate purposes of the Borrower, including transaction costs and
expenses and Permitted Acquisitions (as hereinafter defined); and

         WHEREAS, the Banks are willing to provide such credit including letters
of credit upon the terms and conditions hereinafter set forth;

         NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby,
covenant and agree as follows:

                             1. CERTAIN DEFINITIONS

         1.1 Certain Definitions.

                  In addition to words and terms defined elsewhere in this
Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:

                           Additional Borrower Amendment shall have the meaning
assigned to that term in Section 10.3.

                           Adjusted Consolidated EBITDAR shall mean, as of any
date of determination, Consolidated EBITDAR for the period equal to the
immediately preceding twelve (12) consecutive months, as adjusted to include
without duplication the difference between (a) the sum of (i) net income plus
(ii) depreciation, plus (iii) amortization, plus (iv) other non-cash

<PAGE>

charges to net income, plus (v) interest expense, plus (vi) income tax expense,
plus (vii) rental expense, minus (b) non-cash credits to net income, all
calculated as set forth in the definition of "Consolidated EBITDAR" below, for
such period of any Persons or assets acquired by any Loan Party during such
period on a pro forma basis for such period as if such Permitted Acquisition had
occurred on the first day of such period as evidenced by pro forma financial
statements in form and substance satisfactory to the Administrative Agent, in
each case determined and consolidated for the Parent and its Subsidiaries in
accordance with GAAP.

                           Administrative Agent shall mean National City Bank,
and its successors and assigns.

                           Administrative Agent's Fee shall have the meaning
assigned to that term in Section 9.15.

                           Administrative Agent's Letter shall have the meaning
assigned to that term in Section 9.15.

                           Affiliate as to any Person shall mean any other
Person (i) which directly or indirectly controls, is controlled by, or is under
common control with such Person, (ii) which beneficially owns or holds twenty
percent (20%) or more of any class of the voting or other equity interests of
such Person, or (iii) twenty percent (20%) or more of any class of voting
interests or other equity interests of which is beneficially owned or held,
directly or indirectly, by such Person. Control, as used in this definition,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or otherwise, including the
power to elect a majority of the directors or trustees of a corporation or
trust, as the case may be.

                           Agreement shall mean this Credit Agreement, as the
same may be supplemented, amended, modified or restated from time to time,
including all schedules and exhibits.

                           Annual Statements shall have the meaning assigned to
that term in Section 5.1.9(i).

                           Anti-Terrorism Laws shall mean any Laws relating to
terrorism or money laundering, including Executive Order No. 13224, the USA
Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the
Laws administered by the United States Treasury Department's Office of Foreign
Asset Control (as any of the foregoing Laws may from time to time be amended,
renewed, extended, or replaced).

                           Applicable Commercial Letter of Credit Fee Percentage
shall mean the percentage at the indicated Debt Rating of the Borrower in the
pricing grid on Schedule 1.1(A), attached hereto and made a part hereof below
the heading "Commercial Letter of Credit Fee Percentage".

                                      - 2 -

<PAGE>

                           Applicable Facility Fee Percentage shall mean the
percentage at the indicated Debt Rating of the Borrower in the pricing grid on
Schedule 1.1(A), attached hereto and made a part hereof below the heading
"Facility Fee Percentage".

                           Applicable Margin shall mean the percentage margin to
be added to the Euro-Rate under the Euro-Rate Option at the indicated Debt
Rating of the Borrower in the pricing grid on Schedule 1.1(A) attached hereto
and made a part hereof below the heading "Euro-Rate Margin". The Applicable
Margin shall be computed in accordance with the parameters set forth on Schedule
1.1(A).

                           Applicable Standby Letter of Credit Fee Percentage
shall mean the percentage at the indicated Debt Rating of the Borrower in the
pricing grid on Schedule 1.1(A), attached hereto and made a part hereof below
the heading "Standby Letter of Credit Fee Percentage".

                           Applicable Utilization Fee Percentage shall mean the
percentage at the indicated Debt Rating of the Borrower in the pricing grid on
Schedule 1.1(A), attached hereto and made a part hereof below the heading
"Utilization Fee Percentage".

                           Approved Fund means any Fund that is administered or
managed by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an
Affiliate of an entity that administers or manages a Bank.

                           Assignment and Assumption Agreement shall mean an
Assignment and Assumption Agreement by and among an Eligible Assignee, a
Transferor Bank and the Administrative Agent, as Administrative Agent and on
behalf of the remaining Banks, substantially in the form of Exhibit 1.1(A).

                           Authorized Officer shall mean those individuals,
designated by written notice to the Administrative Agent from the Borrower,
authorized to execute notices, reports and other documents on behalf of the Loan
Parties required hereunder. The Borrower may amend such list of individuals from
time to time by giving written notice of such amendment to the Administrative
Agent.

                           Bank-Provided Hedge shall mean a Hedge Agreement
which is provided by any Bank and with respect to which the Administrative Agent
confirms meets the following requirements: such Hedge Agreement (i) is
documented in a standard International Swap Dealer Association Agreement or a
similar agreement acceptable to such Bank, (ii) provides for the method of
calculating the reimbursable amount of the provider's credit exposure in a
reasonable and customary manner, and (iii) is entered into for hedging (rather
than speculative) purposes. The liabilities of the Loan Parties to the provider
of any Bank-Provided Hedge (the "Hedge Liabilities") shall be "Obligations"
hereunder, guaranteed obligations under the Guaranty Agreements and otherwise
treated as Obligations for purposes of each of the other Loan Documents.

                                      - 3 -

<PAGE>

                           Banks shall mean the financial institutions named on
Schedule 1.1(B) and their respective successors and assigns as permitted
hereunder, each of which is referred to herein as a Bank.

                           Base Rate shall mean the greater of (i) the interest
rate per annum announced from time to time by the Administrative Agent at its
Principal Office as its then prime rate, which rate may not be the lowest rate
then being charged commercial borrowers by the Administrative Agent, or (ii) the
Federal Funds Open Rate plus one-half of one percent (.50%) per annum.

                           Base Rate Option shall mean the Revolving Credit Base
Rate Option.

                           BBA shall have the meaning assigned to that term in
the definition of Euro-Rate.

                           Benefit Arrangement shall mean at any time an
"employee benefit plan," within the meaning of Section 3(3) of ERISA, which is
not a Plan, a Multiemployer Plan or a Multiple Employer Plan and which is
maintained, sponsored or otherwise contributed to by any member of the ERISA
Group.

                           Bid shall have the meaning assigned to such term in
Section 2.9.2.

                           Bid Loan Aggregate Sublimit shall have the meaning
assigned to such term in Section 2.9.1.

                           Bid Loan Borrowing Date shall mean, with respect to
any Bid Loan, the date for the making thereof which shall be a Business Day.

                           Bid Loan Euro-Rate Option shall mean the option of
the Borrower to request that the Banks submit Bids to make Bid Loans bearing
interest at a rate per annum quoted by such Banks at the Euro-Rate in effect two
(2) Business Days before the Borrowing Date of such Bid Loan plus a Euro-Rate
Bid Loan Spread.

                           Bid Loan Fixed Rate Option shall mean the option of
the Borrower to request that the Banks submit Bids to make Bid Loans bearing
interest at a fixed rate per annum quoted by such Banks as a numerical
percentage (and not as a spread over another rate such as the Euro-Rate).

                           Bid Loan Individual Bank Sublimit shall have the
meaning assigned to such term in Section 2.9.1.

                           Bid Loan Interest Period shall have the meaning
assigned to such term in Section 2.9.1.

                           Bid Loan Processing Fee shall have the meaning
assigned to that term in Section 9.15.

                                      - 4 -

<PAGE>

                           Bid Loan Request shall have the meaning assigned to
such term in Section 2.9.1.

                           Bid Loans shall mean collectively and Bid Loan shall
mean separately all of the Bid Loans or any Bid Loan made by any of the Banks to
the Borrower pursuant to Sections 2.9.

                           Bid Notes shall mean collectively and Bid Note shall
mean separately all of the Bid Notes of the Borrower in the form of Exhibit
1.1(B) evidencing the Bid Loans together with all amendments, extensions,
renewals, replacements, refinancings or refunds thereof in whole or in part.

                           Big Lots Capital Group shall mean, collectively, Big
Lots Capital, Inc., an Ohio corporation, and any hereinafter created direct or
indirect Subsidiary of Big Lots Capital, Inc., provided, that the Borrower owns
all of the issued and outstanding shares of capital stock of Big Lots Capital,
Inc. and Big Lots Capital, Inc. has granted a security interest in substantially
all of its personal property to the Borrower or another Loan Party.

                           Big Lots, Inc. Supplemental Savings Plan shall mean
the nonqualified deferred compensation plan maintained for the benefit of
employees of the Parent's Subsidiaries.

                           Blocked Person shall have the meaning assigned to
such term in Section 5.1.24.2.

                           Borrower shall have the meaning assigned to such term
in the preamble.

                           Borrowing Date shall mean, with respect to any Loan,
the date for the making thereof or the renewal or conversion thereof at or to
the same or a different Interest Rate Option, which shall be a Business Day.

                           Borrowing Tranche shall mean specified portions of
Loans outstanding as follows: (i) any Loans to which a Euro-Rate Option or a Bid
Loan Fixed Rate Option applies which become subject to the same Interest Rate
Option under the same Loan Request by the Borrower and which have the same
Interest Period shall constitute one Borrowing Tranche, and (ii) all Loans to
which a Base Rate Option applies shall constitute one Borrowing Tranche.

                           Business Day shall mean any day other than a Saturday
or Sunday or a legal holiday on which commercial banks are authorized or
required to be closed for business in Columbus, Ohio and if the applicable
Business Day relates to any Loan to which the Euro-Rate Option applies, such day
must also be a day on which dealings are carried on in the London interbank
market.

                           Captive Insurance Entity shall mean an insurance
company created and owned by a Loan Party whose primary purpose is to provide
coverage on the risk of the Parent or the Parent's Subsidiaries.

                                     - 5 -

<PAGE>

                           Carryover Amount shall have the meaning assigned to
such term in Section 7.2.14.

                           CIP Regulations shall have the meaning assigned to
such term in Section 9.18.

                           Closing Date shall mean the Business Day on which the
first Loan shall be made, which shall be October 29, 2004.

                           Commercial Letter of Credit shall mean any letter of
credit which is a commercial letter of credit issued in respect of the purchase
of goods or services by one or more of the Loan Parties in the ordinary course
of their business.

                           Commercial Letter of Credit Fee shall have the
meaning assigned to such term in Section 2.10.2.

                           Committed Loan shall mean either or both of a
Revolving Credit Loan or a Swing Loan.

                           Committed Loan Euro-Rate Option shall mean the
Revolving Credit Loan Euro-Rate Option.

                           Committed Loan Interest Period shall mean the period
of time selected by the Borrower in connection with (and to apply to) any
election permitted hereunder by the Borrower to have Revolving Credit Loans bear
interest under the Euro-Rate Option. Subject to the last sentence of this
definition, such period shall be one (1), two (2), three (3) or six (6) Months.
Such Interest Period shall commence on the effective date of such Interest Rate
Option, which shall be (i) the Borrowing Date if the Borrower is requesting new
Loans, or (ii) the date of renewal of or conversion to the Euro-Rate Option if
the Borrower is renewing or converting to the Euro-Rate Option applicable to
outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest
Period which would otherwise end on a date which is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, and (B) the Borrower shall not select, convert to
or renew an Interest Period for any portion of the Loans that would end after
the Expiration Date.

                           Committed Loan Request shall mean a request for a
Revolving Credit Loan or a Swing Loan or a request to select, convert to or
renew a Base Rate Option or Euro-Rate Option with respect to an outstanding
Revolving Credit Loan in accordance with Sections 2.5.1, 3.1 and 3.2.

                           Commitment shall mean, as to any Bank, its Revolving
Credit Commitment and, in the case of the Administrative Agent, the aggregate of
its Revolving Credit Commitment and its Swing Loan Commitment, and Commitments
shall mean the aggregate of the Revolving Credit Commitment and Swing Loan
Commitment of all of the Banks.

                                      - 6 -

<PAGE>

                           Community Development Entity shall mean any
corporation or partnership (or a limited liability company designated as a
corporation or partnership for federal income tax purposes) organized under the
laws of the United States of America or any state thereof that meets the
requirements of Section 45(D)(c) of the Internal Revenue Code.

                           Compliance Certificate shall have the meaning
assigned to such term in Section 7.3.3.

                           Consideration shall mean with respect to any
Permitted Acquisition, the aggregate of (i) the cash paid by any of the Loan
Parties, directly or indirectly, to the seller in connection therewith, (ii) the
Indebtedness incurred or assumed by any of the Loan Parties, whether in favor of
the seller or otherwise and whether fixed or contingent, (iii) any Guaranty
given or incurred by any Loan Party in connection therewith, and (iv) any other
consideration given or obligation incurred by any of the Loan Parties in
connection therewith, as each of the foregoing is recorded by the Loan Parties
in accordance with GAAP.

                           Consolidated EBITDAR shall mean, for any period of
determination, without duplication (i) the sum of consolidated net income,
depreciation, amortization, other non-cash charges to net income, interest
expense, income tax expense, Consolidated Rental Expense and up to Sixty Million
and 00/100 Dollars ($60,000,000.00) for net charges related to KB Toys (incurred
after the Closing Date) for such period, minus (ii) non-cash credit to net
income, in each case determined and consolidated for the Parent and its
Subsidiaries in accordance with GAAP; provided, however, the exclusion of net
charges to operations related to KB Toys shall not exceed Sixty Million and
00/100 Dollars ($60,000,000.00) in the aggregate between the Closing Date and
the Expiration Date.

                           Consolidated Interest Expense shall mean, for any
period of determination, the aggregate amount of interest or fees paid, accrued
or scheduled to be paid or accrued in respect of any Indebtedness (including the
interest portion of rentals under capitalized leases) and all but the principal
component of payments in respect of conditional sales or other title retention
agreements paid, accrued or scheduled to be paid or accrued during such period,
net of interest income, in each case determined and consolidated for the Parent
and its Subsidiaries in accordance with GAAP.

                           Consolidated Rental Expense shall mean, for any
period of determination, the aggregate rental amounts payable by the Parent and
its Subsidiaries during such period under any lease of real property having a
remaining term (including any required renewals or any renewals at the option of
the lessor or lessee) of one year or more (but does not include any amounts
payable under capitalized leases or performance rents), in each case determined
and consolidated for the Parent and its Subsidiaries in accordance with GAAP.

                           Consolidated Total Indebtedness shall mean, as of any
date of determination, any and all Indebtedness of the Parent and its
Subsidiaries, in each case determined and consolidated for the Parent and its
Subsidiaries in accordance with GAAP.

                                      - 7 -

<PAGE>

                           Contamination shall mean the presence or release or
threat of release of Regulated Substances in, on, under or emanating to or from
the Property, which pursuant to Environmental Laws requires notification or
reporting to an Official Body, or which pursuant to Environmental Laws requires
the investigation, cleanup, removal, remediation, containment, abatement of or
other response action or which otherwise constitutes a violation of
Environmental Laws.

                           Debt Rating shall mean the rating of the Borrower's
Indebtedness under this Agreement by each of Standard & Poor's and/or Moody's.

                           Documentation Agent shall mean Wachovia Bank, N.A.
and its successors and assigns.

                           Dollar, Dollars, U.S. Dollars and the symbol $ shall
mean lawful money of the United States of America.

                           Drawing Date shall have the meaning assigned to that
term in Section 2.10.3.2.

                           Eligible Assignee shall mean any of the following
Persons: (a) a Bank; (b) an Affiliate of a Bank; (c) an Approved Fund; and (d)
any other Person (other than a natural person) approved by (i) the
Administrative Agent, and (ii) unless an Event of Default or Potential Default
has occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed); provided that, notwithstanding the foregoing,
"Eligible Assignee" shall not include any Loan Party or any of such Loan Party's
Affiliates or Subsidiaries and; provided, further, that, notwithstanding the
foregoing, a Person shall only be an "Eligible Assignee" if (i) such Person
shall have complied with the requirements of Section 10.17, and (ii) the
assignment to such Person shall not constitute a "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code).

                           Environmental Complaint shall mean any (i) notice of
non-compliance or violation, citation or order relating in any way to any
Environmental Law, Environmental Permit, Contamination or Regulated Substance;
(ii) civil, criminal, administrative or regulatory investigation instituted by
an Official Body relating in any way to any Environmental Law, Environmental
Permit, Contamination or Regulated Substance; (iii) administrative, regulatory
or judicial action, suit, claim or proceeding instituted by any Person or
Official Body or any written notice of liability or potential liability from any
Person or Official Body, in either instance, setting forth allegations relating
to or a cause of action for personal injury (including death), property damage,
natural resource damage, contribution or indemnity for the costs associated with
the performance of Remedial Actions, direct recovery for the costs associated
with the performance of Remedial Actions, liens or encumbrances attached to or
recorded or levied against property for the costs associated with the
performance of Remedial Actions, civil or administrative penalties, criminal
fines or penalties, or declaratory or equitable relief arising under any
Environmental Laws; or (iv) subpoena, request for information or other written
notice or demand of any type issued to the Parent or any of its Subsidiaries by
an Official Body pursuant to any Environmental Laws.

                                      - 8 -

<PAGE>

                           Environmental Laws shall mean all federal, state,
local and foreign Laws (including, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C.Sections 9601
et seq., the Resource Conservation and Recovery Act, 42 U.S.C.Section 6901 et
seq., the Hazardous Materials Transportation Act, 49 U.S.C.Section 1801 et seq.,
the Toxic Substances Control Act, 15 U.S.C.Section 2601 et seq., the Federal
Water Pollution Control Act, 33 U.S.C.Sections 1251 et seq., the Federal Safe
Drinking Water Act, 42 U.S.C.Sections 300f-300j, the Federal Air Pollution
Control Act, 42 U.S.C.Section 7401 et seq., the Oil Pollution Act, 33
U.S.C.Section 2701 et seq., the Federal Insecticide, Fungicide and Rodenticide
Act, 7 U.S.C.Sections 136 to 136y) each as amended, and any regulations
promulgated thereunder or any equivalent state or local Law, each as amended,
and any regulations promulgated thereunder and any consent decrees, settlement
agreements, judgments, orders, directives or any binding policies having the
force and effect of law issued by or entered into with an Official Body
pertaining or relating to: (i) pollution or pollution control; (ii) protection
of human health from exposure to Regulated Substances; (iii) protection of the
environment and/or natural resources; (iv) the presence, use, management,
generation, manufacture, processing, extraction, treatment, recycling, refining,
reclamation, labeling, sale, transport, storage, collection, distribution,
disposal or release or threat of release of Regulated Substances; (v) the
presence of Contamination; (vi) the protection of endangered or threatened
species; and (vii) the protection of Environmentally Sensitive Areas.

                           Environmental Permits shall mean all permits,
licenses, bonds or other forms of financial assurances, consents, registrations,
identification numbers, approvals or authorizations required under Environmental
Laws (i) to own, occupy or maintain the Property; (ii) for the operations and
business activities of the Loan Parties; or (iii) for the performance of a
Remedial Action.

                           Environmental Records shall mean all notices,
reports, records, plans, applications, forms or other filings relating or
pertaining to the Property, Contamination, the performance of a Remedial Action
and the operations and business activities of the Loan Parties which pursuant to
Environmental Laws, Environmental Permits or at the request or direction of an
Official Body either must be submitted to an Official Body or otherwise must be
maintained.

                           Environmentally Sensitive Area shall mean (i) any
wetland as defined by or designated by applicable Laws, including applicable
Environmental Laws; (ii) any area designated as a coastal zone pursuant to
applicable Laws, including Environmental Laws; (iii) any area of historic or
archeological significance or scenic area as defined or designated by applicable
Laws, including Environmental Laws; (iv) habitats of endangered species or
threatened species as designated by applicable Laws, including Environmental
Laws; (v) wilderness or refuge areas as defined or designated by applicable
Laws, including Environmental Laws; or (vi) a floodplain or other flood hazard
area as defined pursuant to any applicable Laws.

                           ERISA shall mean the Employee Retirement Income
Security Act of 1974, as the same may be amended or supplemented from time to
time, and any successor statute of similar import, and the rules and regulations
thereunder, as from time to time in effect.

                           ERISA Group shall mean, at any time, the Borrower and
all members of a controlled group of corporations and all trades or businesses
(whether or not incorporated)

                                      - 9 -

<PAGE>

under common control and all other entities which, together with the Borrower,
are treated as a single employer under Section 414 of the Internal Revenue Code.

                           Eurocurrency Liabilities shall have the meaning
assigned to such term in the definition of Euro-Rate Reserve Percentage.

                           Euro-Rate shall mean, with respect to the Loans
comprising any Borrowing Tranche to which the Euro-Rate Option applies for any
Interest Period, the interest rate per annum determined by the Administrative
Agent by dividing (the resulting quotient rounded upwards, if necessary, to the
nearest 1/100th of 1% per annum) (i) the rate of interest determined by the
Administrative Agent in accordance with its usual procedures (which
determination shall be conclusive absent manifest error) to be the average of
the London interbank offered rates for U.S. Dollars quoted by the British
Bankers' Association ("BBA") as set forth on the Moneyline Telerate (or
appropriate successor or, if the BBA or its successor ceases to provide such
quotes, a comparable replacement determined by the Administrative Agent) display
page 3750 (or such other display page on the Moneyline Telerate service as may
replace display page 3750) two (2) Business Days prior to the first day of such
Interest Period for an amount comparable to such Borrowing Tranche and having a
borrowing date and a maturity comparable to such Interest Period by (ii) a
number equal to 1.00 minus the Euro-Rate Reserve Percentage. The Euro-Rate may
also be expressed by the following formula:

                           Average of London interbank offered rates quoted by
                           BBA or appropriate successor as shown on

                           Moneyline Telerate Service display page 3750
         Euro-Rate    =    --------------------------------------------
                               1.00 - Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate
Option applies that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent
shall give prompt notice to the Borrower of the Euro-Rate as determined or
adjusted in accordance herewith, which determination shall be conclusive absent
manifest error.

                           Euro-Rate Bid Loan shall mean any Bid Loan that bears
interest under the Bid Loan Euro-Rate Option.

                           Euro-Rate Bid Loan Spread shall mean the spread
quoted by a Bank in its Bid to apply to such Bank's Bid Loan if such Bank's Bid
is accepted. The Euro-Rate Bid Loan Spread shall be quoted as a percentage rate
per annum and expressed in multiples of 1/1000th of one percentage point to be
either added to (if it is positive) or subtracted from (if it is negative) the
Euro-Rate in effect two (2) Business Days before the Borrowing Date with respect
to such Bid Loan. Interest on Euro-Rate Bid Loans shall be computed based on a
year of three hundred sixty (360) days and actual days elapsed.

                           Euro-Rate Interest Period shall mean the Interest
Period applicable to a Euro-Rate Loan.

                                     - 10 -

<PAGE>

                           Euro-Rate Option shall mean either the Revolving
Credit Euro-Rate Option or the Bid Loan Euro-Rate Option.

                           Euro-Rate Reserve Percentage shall mean as of any day
the maximum percentage in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
reserve requirements (including supplemental, marginal and emergency reserve
requirements) with respect to eurocurrency funding (currently referred to as
"Eurocurrency Liabilities").

                           Event of Default shall mean any of the events
described in Section 8.1 and referred to therein as an "Event of Default."

                           Excess Interest shall have the meaning assigned to
that term in Section 3.1.

                           Excluded Active Subsidiary shall mean any one or more
of the following Subsidiaries of any Loan Party: (a) any entity in the Big Lots
Capital Group, (b) any Captive Insurance Entity, and (c) any Community
Development Entity and any Subsidiary of a Community Development Entity. Any
Excluded Active Subsidiary that joins this Agreement as a Guarantor pursuant to
Section 10.18 shall cease to be an Excluded Active Subsidiary.

                           Excluded Inactive Subsidiaries shall mean the
Subsidiaries of the Parent listed on Schedule 1.1(E). Any Excluded Inactive
Subsidiary which joins this Agreement as a Guarantor pursuant to Section 10.18
shall cease to be an Excluded Inactive Subsidiary.

                           Executive Order No. 13224 shall mean the Executive
Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the
same has been, or shall hereafter be, renewed, extended, amended or replaced.

                           Expiration Date shall mean October 28, 2009.

                           Facility Fee shall have the meaning assigned to that
term in Section 2.3.

                           Federal Funds Effective Rate for any day shall mean
the rate per annum (based on a year of 360 days and actual days elapsed and
rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank
of New York (or any successor) on such day as being the weighted average of the
rates on overnight federal funds transactions arranged by federal funds brokers
on the previous trading day, as computed and announced by such Federal Reserve
Bank (or any successor) in substantially the same manner as such Federal Reserve
Bank computes and announces the weighted average it refers to as the "Federal
Funds Effective Rate" as of the date of this Agreement; provided, if such
Federal Reserve Bank (or its successor) does not announce such rate on any day,
the "Federal Funds Effective Rate" for such day shall be the Federal Funds
Effective Rate for the last day on which such rate was announced.

                           Federal Funds Open Rate for any day shall mean the
rate per annum determined by the Administrative Agent in accordance with its
usual procedures (which determination shall be conclusive absent manifest error)
to be the "open" rate for federal funds

                                     - 11 -

<PAGE>

transactions as of the opening of business for federal funds transactions among
members of the Federal Reserve System arranged by federal funds brokers on such
day, as quoted by Garvin Guybutler, any successor entity thereto, or any other
broker selected by the Administrative Agent, as set forth on the applicable
Telerate display page; provided, however; that if such day is not a Business
Day, the Federal Funds Open Rate for such day shall be the "open" rate on the
immediately preceding Business Day, or if no such rate shall be quoted by a
Federal funds broker at such time, such other rate as determined by the
Administrative Agent in accordance with its usual procedures.

                           Financial Projections shall have the meaning assigned
to that term in Section 5.1.9(ii).

                           Fixed Charge Coverage Ratio shall mean the ratio of
(a) Consolidated EBITDAR to (b) the sum of (i) Consolidated Interest Expense and
(ii) Consolidated Rental Expense.

                           Fixed Rate shall mean a fixed interest rate quoted by
a Bank in its Bid to apply to such Bank's Bid Loan over the term of such Bid
Loan if such Bank's Bid is accepted.

                           Fixed Rate Bid Loan shall mean a Bid Loan that bears
interest under the Bid Loan Fixed Rate Option.

                           Foreign Subsidiary shall mean any Subsidiary of the
Parent that is not organized under the Laws of the United States or any state
thereof.

                           Fund shall mean any Person (other than a natural
person) that is (or will be) engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary
course of its business.

                           GAAP shall mean generally accepted accounting
principles as are in effect from time to time, subject to the provisions of
Section 1.3, and applied on a consistent basis both as to classification of
items and amounts.

                           Governmental Acts shall have the meaning assigned to
that term in Section 2.10.8.

                           Guarantor shall mean separately, and Guarantors shall
mean collectively, the Parent and each of the Subsidiaries of the Parent which
is a party to this Agreement and which is designated as a "Guarantor" on the
signature page hereof and each other Subsidiary of the Parent which joins this
Agreement as a Guarantor after the date hereof pursuant to Section 10.18. Each
Subsidiary of the Parent shall be a Guarantor except for (a) the Excluded
Inactive Subsidiaries listed on Schedule 1.1(E), (b) Excluded Active
Subsidiaries and (c) certain Foreign Subsidiaries as described in Section 7.2.8.

                           Guarantor Joinder shall mean a joinder by a Person as
a Guarantor under this Agreement, the Guaranty Agreement and the other Loan
Documents in the form of Exhibit 1.1(G)(1).

                                     - 12 -

<PAGE>

                           Guaranty of any Person shall mean any obligation of
such Person guaranteeing or in effect guaranteeing any liability or obligation
of any other Person in any manner, whether directly or indirectly, including any
agreement to indemnify or hold harmless any other Person, any performance bond
or other suretyship arrangement and any other form of assurance against loss,
except endorsement of negotiable or other instruments for deposit or collection
in the ordinary course of business.

                           Guaranty Agreement or Guaranty Agreements shall mean,
singularly or collectively, as the context may require, the Guaranty and
Suretyship Agreements in substantially the form of Exhibit 1.1(G)(2) executed
and delivered by the Guarantors to the Administrative Agent for the benefit of
the Banks on or after the date hereof, as amended, modified or supplemented from
time to time.

                           Hedge Agreements shall mean foreign exchange
agreements, currency swap agreements, interest rate exchange, collar, cap, swap,
adjustable strike cap, adjustable strike corridor agreements or similar hedging
agreements entered into by the Parent or its Subsidiaries in the ordinary course
of business and not for speculative purposes.

                           Hedge Liabilities shall have the meaning assigned to
that term in the definition of Bank-Provided Hedge.

                           Historical Statements shall have the meaning assigned
to that term in Section 5.1.9(i).

                           Indebtedness shall mean, as to any Person at any
time, any and all indebtedness, obligations or liabilities (whether matured or
unmatured, liquidated or unliquidated, direct or indirect, absolute or
contingent, or joint or several) of such Person for or in respect of: (i)
borrowed money, (ii) amounts raised under or liabilities in respect of any note
purchase or acceptance credit facility, (iii) reimbursement obligations
(contingent or otherwise) under any letter of credit or Hedge Agreement, (iv)
any other transaction (including forward sale or purchase agreements,
capitalized leases and conditional sales agreements) having the commercial
effect of a borrowing of money entered into by such Person to finance its
operations or capital requirements (but not including trade payables and accrued
expenses incurred in the ordinary course of business which are not represented
by a promissory note or other evidence of indebtedness and (a) which are not
more than thirty (30) days past due, or (b) to the extent that such payables and
expenses are more than thirty (30) days past due they are being contested in
good faith by appropriate proceedings diligently conducted and for which such
reserves or other appropriate provisions, if any, as shall be required by GAAP
shall have been made), or (v) any Guaranty of Indebtedness for borrowed money.

                           Ineligible Securities shall mean any security which
may not be underwritten or dealt in by member banks of the Federal Reserve
System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24,
Seventh), as amended.

                           Insolvency Proceeding shall mean, with respect to any
Person, (a) a case, action or proceeding with respect to such Person (i) before
any court or any other Official

                                     - 13 -

<PAGE>

Body under any bankruptcy, insolvency, reorganization or other similar Law now
or hereafter in effect, or (ii) for the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or similar official) of
such Person or otherwise relating to the liquidation, dissolution, winding-up or
relief of such Person, or (b) any general assignment for the benefit of
creditors, composition, marshalling of assets for creditors, or other, similar
arrangement in respect of such Person's creditors generally or any substantial
portion of its creditors; undertaken under any Law.

                           Intercompany Subordination Agreement shall mean a
Subordination Agreement among the Loan Parties in the form attached hereto as
Exhibit 1.1(I).

                           Interest Period shall mean either a Committed Loan
Interest Period or a Bid Loan Interest Period.

                           Interest Rate Option shall mean any Committed Loan
Euro-Rate Option, Bid Loan Euro-Rate Option, Bid Loan Fixed Rate Option or Base
Rate Option.

                           Interim Statements shall have the meaning assigned to
that term in Section 5.1.9(i).

                           Internal Revenue Code shall mean the Internal Revenue
Code of 1986, as the same may be amended or supplemented from time to time, and
any successor statute of similar import, and the rules and regulations
thereunder, as from time to time in effect.

                           Issuing Letter of Credit Bank shall mean with respect
to a Letter of Credit, a Bank which has issued that Letter of Credit pursuant to
Section 2.10. The Administrative Agent shall be the Issuing Letter of Credit
Bank under each Rollover Letter of Credit that is a Standby Letter of Credit.
Any Bank which is a Qualified Commercial Letter of Credit Bank may be the
Issuing Letter of Credit Bank with respect to Commercial Letters of Credit.

                           KB Toys shall mean the KB Toys business divested by
the Borrower as of December 7, 2000.

                           Labor Contracts shall mean all employment agreements,
employment contracts, collective bargaining agreements and other similar
agreements guaranteeing a right of employment among any Loan Party and its
employees.

                           Law shall mean any law (including common law),
constitution, statute, treaty, regulation, rule, ordinance, opinion, release,
ruling, order, injunction, writ, decree, bond, judgment, authorization or
approval, lien or award of or settlement agreement with any Official Body.

                           Letter of Credit shall have the meaning assigned to
that term in Section 2.10.1.

                                     - 14 -

<PAGE>

                           Letter of Credit Borrowing shall have the meaning
assigned to such term in Section 2.10.3.4.

                           Letter of Credit Fees shall mean, collectively, the
Commercial Letter of Credit Fee and the Standby Letter of Credit Fee.

                           Letters of Credit Outstanding shall mean at any time
the sum of (i) the aggregate undrawn face amount of outstanding Letters of
Credit and (ii) the aggregate amount of all unpaid and outstanding Reimbursement
Obligations and Letter of Credit Borrowings.

                           Leverage Ratio shall mean, as of any date of
determination, the ratio of (a) the sum of (i) Consolidated Total Indebtedness
on such date and (ii) four (4) times Consolidated Rental Expense for the four
(4) fiscal quarters ending on such date, to (b) Adjusted Consolidated EBITDAR
for the four (4) fiscal quarters ending on such date.

                           Lien shall mean any mortgage, deed of trust, pledge,
lien, security interest, charge or other encumbrance or security arrangement of
any nature whatsoever, whether voluntarily or involuntarily given, including any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or
not a lien or other encumbrance is created or exists at the time of the filing).

                           LLC Interests shall have the meaning assigned to such
term in Section 5.1.3.

                           Loan Documents shall mean this Agreement, the
Administrative Agent's Letter, the Guaranty Agreements, the Intercompany
Subordination Agreement, the Notes, agreements related to Bank-Provided Hedges,
the Letters of Credit and any other instruments, certificates or documents
delivered or contemplated to be delivered hereunder or thereunder or in
connection herewith or therewith, as the same may be supplemented or amended
from time to time in accordance herewith or therewith, and Loan Document shall
mean any of the Loan Documents.

                           Loan Parties shall collectively mean the Borrower and
the Guarantors and Loan Party shall mean the Borrower or any Guarantor.

                           Loan Request shall mean either a Bid Loan Request or
a Committed Loan Request.

                           Loans shall mean collectively and Loan shall mean
separately all Revolving Credit Loans, Swing Loans and Bid Loans or any
Revolving Credit Loan, Swing Loan or Bid Loan, respectively.

                           Margin Stock shall mean margin stock as defined in
Regulation U, together with all official rulings and interpretations issued
thereunder.

                                     - 15 -

<PAGE>

                           Material Adverse Change shall mean any set of
circumstances or events which (a) has or could reasonably be expected to have
any material adverse effect upon the validity or enforceability of this
Agreement or any other Loan Document, (b) is or could reasonably be expected to
be material and adverse to the business, properties, assets, financial condition
or results of operations of the Loan Parties taken as a whole; provided that a
downgrade of the Borrower's Debt Ratings or a Negative Pronouncement shall not
in and of itself be deemed to be a Material Adverse Change, (c) impairs
materially or could reasonably be expected to impair materially the ability of
the Loan Parties taken as a whole to duly and punctually pay or perform their
Indebtedness, or (d) impairs materially or could reasonably be expected to
impair materially the ability of the Administrative Agent or any of the Banks,
to the extent permitted, to enforce their legal remedies pursuant to this
Agreement or any other Loan Document.

                           Month, with respect to an Interest Period under the
Euro-Rate Option, shall mean the interval between the days in consecutive
calendar months numerically corresponding to the first day of such Interest
Period. If any Euro-Rate Interest Period begins on a day of a calendar month for
which there is no numerically corresponding day in the month in which such
Interest Period is to end, the final month of such Interest Period shall be
deemed to end on the last Business Day of such final month.

                           Moody's shall mean Moody's Investors Service, Inc.
and its successors.

                           Multiemployer Plan shall mean any employee benefit
plan which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of
ERISA and to which the Borrower or any member of the ERISA Group is then making
or accruing an obligation to make contributions or, within the preceding five
Plan years, has made or had an obligation to make such contributions.

                           Multiple Employer Plan shall mean a Plan which has
two or more contributing sponsors (including the Borrower or any member of the
ERISA Group) at least two of whom are not under common control, as such a plan
is described in Sections 4063 and 4064 of ERISA.

                           National City shall mean National City Bank, its
successors and assigns.

                           Negative Pronouncement shall mean a public
announcement by either Standard & Poor's or Moody's with respect to a possible
downgrade of, or negative outlook with respect to, the Debt Ratings of the
Borrower.

                           Net Proceeds shall mean the aggregate of the (after
tax, if applicable, and deduction for all reasonable costs and expenses)
proceeds received by the Loan Parties in connection with the issuance by any
such Loan Party of unsecured Indebtedness as permitted by Section 7.2.1(vii)
hereof.

                           New York Potential Tax Claim shall mean the liability
for taxes or gains arising from the resale of real estate asserted by the New
York State Department of Taxation and

                                     - 16 -

<PAGE>

Finance against some of the Excluded Inactive Subsidiaries described in Schedule
5.1.7 attached hereto and made a part hereof.

                           Notes shall collectively mean the Revolving Credit
Notes, the Swing Note and the Bid Notes.

                           Notices shall have the meaning assigned to that term
in Section 10.6.

                           Obligation shall mean any obligation or liability of
any of the Loan Parties to the Administrative Agent or any of the Banks,
howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due, under or in
connection with this Agreement, the Notes, the Letters of Credit, the
Administrative Agent's Letter or any other Loan Document. Obligations shall
include the liabilities to any Bank under any Bank-Provided Hedge but shall not
include the liabilities to other Persons under any other Hedge Agreement.

                           Offered Amount shall have the meaning assigned to
such term in Section 2.9.2.

                           Official Body shall mean any national, federal,
state, local or other government or political subdivision or any agency,
authority, board, bureau, central bank, commission, department or
instrumentality of either, or any court, tribunal, grand jury or arbitrator, in
each case whether foreign or domestic.

                           Order shall have the meaning assigned to such term in
Section 2.10.9.

                           Parent shall mean Big Lots, Inc., an Ohio
corporation, which beneficially owns directly or indirectly all of the capital
stock of the Borrower and its Subsidiaries.

                           Participation Advance shall mean, with respect to any
Bank, such Bank's payment in respect of its participation in a Letter of Credit
Borrowing according to its Ratable Share pursuant to Section 2.10.3.3.

                           Partnership Interests shall have the meaning given to
such term in Section 5.1.3.

                           PBGC shall mean the Pension Benefit Guaranty
Corporation established pursuant to Subtitle A of Title IV of ERISA or any
successor.

                           Permitted Acquisitions shall have the meaning
assigned to such term in Section 7.2.5(iii).

                           Permitted Exception shall mean a proceeding asserted
exclusively against one or more Excluded Inactive Subsidiaries (and not against
or including any other Subsidiary or Loan Party) to collect the New York
Potential Tax Claim, provided that such proceeding shall not be a Permitted
Exception if it could reasonably be expected to result in a Material Adverse
Change.

                                     - 17 -

<PAGE>

                           Permitted Investments shall mean:

                                    (i) direct obligations of the United States
of America or any agency or instrumentality thereof or obligations backed by the
full faith and credit of the United States of America maturing in twelve (12)
months or less from the date of acquisition;

                                    (ii) commercial paper maturing in one (1)
year or less rated not lower than A-1, by Standard & Poor's or P-1 by Moody's on
the date of acquisition;

                                    (iii) demand deposits, time deposits or
certificates of deposit maturing within one year in commercial banks whose
obligations are rated A-1, A or the equivalent or better by Standard & Poor's on
the date of acquisition;

                                    (iv) money market mutual funds or cash
management trusts rated the highest rating by Standard & Poor's or Moody's (and
not rated other than the highest rating by Standard & Poor's or Moody's) or
investing solely in investments described in clauses (i) through (iii) above;

                                    (v) fully collateralized repurchase
agreements with a term of not more than one hundred eighty (180) days for
securities described in clause (i) above and entered into with commercial banks
whose obligations are rated A-1, A or the equivalent or better by Standard &
Poor's on the date of acquisition;

                                    (vi) short term tax-exempt securities rated
not lower than BBB by either Moody's or Standard & Poor's with provisions for
liquidity or maturity accommodations of two (2) years or less;

                                    (vii) investments in other readily
marketable securities (excluding any equity or equity-linked securities other
than auction rate preferred securities) which are rated P1 or P2 by Moody's or
A1 or A2 by Standard & Poor's (in lieu of a short term rating, a long term
rating of not less than A2 by Moody's or A by Standard & Poor's would qualify
under this subclause (vii), provided that no such security position shall exceed
five percent (5%) of the invested cash portfolio of the Loan Parties); and

                                    (viii) any investment existing on the date
of this Agreement and described on Schedule 1.1(P)(1).

                           Permitted Liens shall mean:

                                    (i) Liens for taxes, assessments, or similar
charges, incurred in the ordinary course of business and which are not yet due
and payable;

                                    (ii) Pledges or deposits made in the
ordinary course of business to secure payment of workmen's compensation, or to
participate in any fund in connection with workmen's compensation, unemployment
insurance, old-age pensions or other social security programs;

                                     - 18 -

<PAGE>

                                    (iii) Liens of contractors, mechanics,
materialmen, warehousemen, carriers, or other like Liens, securing obligations
incurred in the ordinary course of business that are not yet due and payable and
Liens of landlords securing obligations to pay lease payments that are not yet
due and payable or in default;

                                    (iv) Good-faith pledges or deposits made in
the ordinary course of business to secure performance of bids, tenders,
contracts (other than for the repayment of borrowed money) or leases, not in
excess of the aggregate amount due thereunder, or to secure statutory
obligations, or surety, appeal, indemnity, performance or other similar bonds
required in the ordinary course of business;

                                    (v) Encumbrances consisting of zoning
restrictions, easements or other restrictions on the use of real property, none
of which materially impairs the use of such property or the value thereof, and
none of which is violated in any material respect by existing or proposed
structures or land use;

                                    (vi) Liens on property leased by or
consigned to any Loan Party under capital and operating leases or consignment
arrangements permitted in Section 7.2.14 [Capital Expenditures and Leases]
securing obligations of such Loan Party to the lessor under such leases;

                                    (vii) Any Lien existing on the date of this
Agreement and described on Schedule 1.1(P)(2), provided that the principal
amount secured thereby is not hereafter increased, and no additional assets
become subject to such Lien;

                                    (viii) Purchase Money Security Interests to
the extent that (X) such Purchase Money Security Interests attach to inventory
purchased in the ordinary course of business pursuant to customary payment terms
and are not perfected by the filing of financing statements or other public
filings or (Y) the aggregate amount of loans and deferred payments secured by
Purchase Money Security Interests not described in the foregoing clause (X) when
aggregated with the amount of Indebtedness secured by Liens as permitted in
clause (ix) below do not exceed at any one time outstanding Ten Million and
00/100 Dollars ($10,000,000.00) (excluding for the purpose of this aggregate
computation any loans or deferred payments secured by Liens described on
Schedule 1.1(P)(2));

                                    (ix) Liens on proceeds granted in connection
with securities lending transactions or reverse repurchase agreements involving
United States Treasury bonds to the extent the aggregate amount of the
Indebtedness secured by such Liens, when aggregated with the amount of loans and
deferred payments secured by Purchase Money Security Interests as permitted in
subclause (Y) of clause (viii) above, do not exceed at any one time outstanding
Ten Million and 00/100 Dollars ($10,000,000.00) (excluding for the purpose of
this aggregate computation any loans or deferred payments secured by Liens
described on Schedule 1.1(P)(2)); and

                                    (x) The following, (A) if the validity or
amount thereof is being contested in good faith by appropriate and lawful
proceedings diligently conducted so long as

                                     - 19 -

<PAGE>

levy and execution thereon have been stayed and continue to be stayed or (B) if
a final judgment is entered and such judgment is discharged within thirty (30)
days of entry, or (C) if payments thereof are covered in full (subject to
customary deductibles) by an insurance company of reputable standing which has
acknowledged that the applicable policy applies to the following and is not
reserving any right to contest applicability, and in any case they do not in the
aggregate materially impair the ability of any Loan Party to perform its
Obligations hereunder or under the other Loan Documents:

                           (1) Claims or Liens for taxes, assessments or charges
                  due and payable and subject to interest or penalty, provided
                  that the applicable Loan Party maintains such reserves or
                  other appropriate provisions as shall be required by GAAP and
                  pays all such taxes, assessments or charges forthwith upon the
                  commencement of proceedings to foreclose any such Lien;

                           (2) Claims, Liens or encumbrances upon, and defects
                  of title to, real or personal property, including any
                  attachment of personal or real property or other legal process
                  prior to adjudication of a dispute on the merits;

                           (3) Claims or Liens of mechanics, materialmen,
                  warehousemen, carriers, or other statutory nonconsensual
                  Liens; or

                           (4) Liens resulting from final judgments or orders
                  described in Section 8.1.6.

                           Person shall mean any individual, corporation,
partnership, limited liability company, association, joint-stock company, trust,
unincorporated organization, joint venture, government or political subdivision
or agency thereof, or any other entity.

                           Plan shall mean at any time an employee pension
benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan)
which is covered by Title IV of ERISA or is subject to the minimum funding
standards under Section 412 of the Internal Revenue Code and either (i) is
maintained by any member of the ERISA Group for employees of any member of the
ERISA Group or (ii) has at any time within the preceding five years been
maintained by any entity which was at such time a member of the ERISA Group for
employees of any entity which was at such time a member of the ERISA Group.

                           Potential Default shall mean any event or condition
which with notice, passage of time or a determination reasonably made by the
Administrative Agent or the Required Banks, or any combination of the foregoing,
would constitute an Event of Default.

                           Principal Office shall mean the main banking office
of the Administrative Agent in Columbus, Ohio.

                           Prior Loan Agreement shall mean the Credit Agreement,
dated as of May 8, 2001, by and among the Borrower, certain Guarantors, the
lenders party thereto, National City, as administrative agent, lead arranger and
a managing agent, Fleet National Bank, as syndication agent and a managing
agent, PNC Bank, National Association and First Union

                                     - 20 -

<PAGE>

National Bank, as documentation agents and managing agents and Bank of America,
N.A., the Bank of New York and Firstar Bank, N.A., as other managing agents, as
amended, modified or supplemented from time to time.

                           Prior Loan Documents shall mean the Prior Loan
Agreement and any and all other related documents entered into in connection
therewith, as amended, modified or supplemented from time to time.

                           Prior Senior Notes shall mean the senior notes issued
pursuant to the Senior Note Purchase Agreement.

                           Prior Senior Notes Documentation shall mean
collectively, the Senior Note Purchase Agreement, the Prior Senior Notes and all
related agreements, documents and instruments, as amended, modified or
supplemented from time to time.

                           Prohibited Transaction shall mean any prohibited
transaction as defined in Section 4975 of the Internal Revenue Code or Section
406 of ERISA for which (i) no statutory exception exists or (ii) neither an
individual nor a class exemption has been issued by the United States Department
of Labor.

                           Property shall mean all real property, both owned and
leased, of any Loan Party.

                           Purchase Money Security Interest shall mean Liens
upon real or tangible personal property securing loans to any Loan Party or
Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary
for the purchase of such real or tangible personal property.

                           Qualified Commercial Letter of Credit Bank shall mean
the Administrative Agent and any other Bank designated to issue Commercial
Letters of Credit in a written notice by the Borrower accepted in writing by
such other Bank to the Administrative Agent to which the Administrative Agent
has not reasonably objected to a Bank's designation as such within five (5)
Business Days of receipt of the Borrower's written notice of such designation
and which designation has not been revoked in a written notice by the Borrower
to the Administrative Agent, provided, however, that the Borrower may not have
more than four (4) Banks so designated at any one (1) time and the Borrower may
not revoke such designation of a Bank so long as such Bank has Commercial
Letters of Credit outstanding.

                           Qualified Hedge Agreement shall mean a Hedge
Agreement with a financial institution reasonably acceptable to the
Administrative Agent and which (i) is documented in a standard International
Swap Dealer Association Agreement or a similar agreement, (ii) provides for the
method of calculating the reimbursable amount of the provider's credit exposure
in a reasonable and customary manner, (iii) is entered into for hedging (rather
than speculative) purposes, and (iv) does not require that any collateral be
provided as security for such Agreement.

                                     - 21 -

<PAGE>

                           Ratable Share shall mean the proportion that a Bank's
Commitment (excluding the Swing Loan Commitment) bears to the Commitments
(excluding the Swing Loan Commitment) of all of the Banks.

                           Regulated Substances shall mean, without limitation,
any substance, material or waste, regardless of its form or nature, defined
under Environmental Laws as a "hazardous substance," "pollutant," "pollution,"
"contaminant," "hazardous or toxic substance," "extremely hazardous substance,"
"toxic chemical," "toxic substance," "toxic waste," "hazardous waste," "special
handling waste," "industrial waste," "residual waste," "solid waste," "municipal
waste," "mixed waste," "infectious waste," "chemotherapeutic waste," "medical
waste," "pesticide" or "regulated substance" or any other substance, material or
waste, regardless of its form or nature, which is regulated, controlled or
governed by Environmental Laws due to its radioactive, ignitable, corrosive,
reactive, explosive, toxic, carcinogenic or infectious properties or nature or
any other material, substance or waste, regardless of its form or nature, which
otherwise is regulated, controlled or governed by Environmental Laws, including
petroleum and petroleum products (including crude oil and any fractions
thereof), natural gas, synthetic gas and any mixtures thereof, asbestos, urea
formaldehyde, polychlorinated biphenyls, mercury, radon and radioactive
materials.

                           Regulation U shall mean Regulation U, T or X as
promulgated by the Board of Governors of the Federal Reserve System, as amended
from time to time.

                           Regulations shall have the meaning assigned to that
term in Section 10.17.1

                           Reimbursement Obligation shall have the meaning
assigned to such term in Section 2.10.3.2.

                           Remedial Action shall mean any investigation,
identification, preliminary assessment, characterization, delineation,
feasibility study, cleanup, corrective action, removal, remediation, risk
assessment, fate and transport analysis, in situ treatment, containment,
operation and maintenance or management in-place, control or abatement of or
other response actions to Regulated Substances and any closure or post-closure
measures associated therewith.

                           Reportable Event shall mean a reportable event
described in Section 4043 of ERISA and regulations thereunder with respect to a
Plan, a Multiemployer Plan or a Multiple Employer Plan.

                           Requested Amount shall have the meaning assigned to
such term in Section 2.9.1.

                           Required Banks shall mean:

                                    (i) if there are no Loans, Reimbursement
Obligations or Letter of Credit Borrowings outstanding, Required Banks shall
mean Banks whose Commitments

                                     - 22 -

<PAGE>

(excluding the Swing Loan Commitments) aggregate at least fifty-one percent
(51%) of the Commitments (excluding the Swing Loan Commitments) of all of the
Banks, or

                                    (ii) if there are Loans, Reimbursement
Obligations, or Letter of Credit Borrowings outstanding, Required Banks shall
mean:

                                             (A) prior to a termination of the
Commitments hereunder pursuant to Section 8.2.1 or 8.2.2, any Bank or group of
Banks if the sum of the Committed Loans (excluding the Swing Loans),
Reimbursement Obligations and Letter of Credit Borrowings of such Banks then
outstanding aggregates at least fifty-one percent (51%) of the total principal
amount of all of the Committed Loans (excluding the Swing Loans), Reimbursement
Obligations and Letter of Credit Borrowings then outstanding.

                                             (B) after a termination of the
Commitments hereunder pursuant to Section 8.2.1 or 8.2.2, any Bank or group of
Banks if the sum of the Loans, Reimbursement Obligations and Letter of Credit
Borrowings of such Banks then outstanding aggregates at least fifty-one percent
(51%) of the total principal amount of all of the Loans, Reimbursement
Obligations and Letter of Credit Borrowings then outstanding. Reimbursement
Obligations and Letter of Credit Borrowings shall be deemed, for purposes of
this definition, to be in favor of the Administrative Agent and not a
participating Bank if such Bank has not made its Participation Advance in
respect thereof and shall be deemed to be in favor of such Bank to the extent of
its Participation Advance if it has made its Participation Advance in respect
thereof.

                           Required Share shall have the meaning assigned to
such term in Section 4.7.

                           Revolving Credit Base Rate Option shall mean the
option of the Borrower to have Revolving Credit Loans bear interest at the rate
and under the terms and conditions set forth in Section 3.1.1(i).

                           Revolving Credit Commitment shall mean, as to any
Bank at any time, the amount initially set forth opposite its name on Schedule
1.1(B) in the column labeled "Amount of Commitment for Revolving Credit Loans,"
and thereafter on Schedule I to the most recent Assignment and Assumption
Agreement, and Revolving Credit Commitments shall mean the aggregate Revolving
Credit Commitments of all of the Banks.

                           Revolving Credit Euro-Rate Option shall mean the
option of the Borrower to have Revolving Credit Loans bear interest at the rate
and under the terms and conditions set forth in Section 3.1.1(ii).

                           Revolving Credit Loans shall mean collectively and
Revolving Credit Loan shall mean separately all Revolving Credit Loans or any
Revolving Credit Loan made by the Banks or one of the Banks to the Borrower
pursuant to Section 2.1 or 2.10.3. A Bid Loan is not a Revolving Credit Loan,
except that it will be treated as a Revolving Credit Loan following a
termination of the Commitments hereunder pursuant to Section 8.2.1 or 8.2.2 as
provided in Section 8.3.

                                     - 23 -

<PAGE>

                           Revolving Credit Loan Request shall mean a request
for Revolving Credit Loans in accordance with Section 2.5.1 hereof.

                           Revolving Credit Notes shall mean collectively and
Revolving Credit Note shall mean separately all the Revolving Credit Notes of
the Borrower in the form of Exhibit 1.1(R) evidencing the Revolving Credit Loans
together with all amendments, extensions, renewals, replacements, refinancings
or refundings thereof in whole or in part.

                           Revolving Facility Usage shall mean at any time the
sum of the Revolving Credit Loans outstanding and the Letters of Credit
Outstanding.

                           Rollover Letters of Credit shall mean all letters of
credit set forth on Schedule 1.1(R) which were issued by the financial
institution listed on Schedule 1.1(R) under the Prior Loan Agreement prior to
the date hereof upon the application of a Loan Party and are outstanding on the
Closing Date.

                           SEC shall mean the Securities and Exchange Commission
or any governmental agencies substituted therefor.

                           Section 20 Subsidiary shall mean the Subsidiary of
the bank holding company controlling any Bank, which Subsidiary has been granted
authority by the Federal Reserve Board to underwrite and deal in certain
Ineligible Securities.

                           Senior Note Purchase Agreement shall mean that
certain Note Purchase Agreement dated as of May 1, 2001, by and among the
Parent, the Borrower and the purchasers party thereto providing for the issuance
of the Prior Senior Notes.

                           Settlement Date shall mean the thirtieth (30th) day
following the making of each Swing Loan (if such day is a Business Day and if
not, the next succeeding Business Day) and any other Business Day in which the
Administrative Agent elects to effect settlement pursuant to Section 4.7.

                           Solvent shall mean, with respect to any Person on a
particular date, that on such date (i) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (ii) the present fair
saleable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured, (iii) such Person is able to realize upon its
assets and pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business, (iv) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as such debts and liabilities
mature, and (v) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person's
property would constitute unreasonably small capital after giving due
consideration to the prevailing practice in the industry in which such Person is
engaged. In computing the amount of contingent liabilities at any time, it is
intended that such liabilities will be computed at the

                                     - 24 -

<PAGE>

amount which, in light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

                           Standard & Poor's shall mean Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc., and its
successors.

                           Standby Letter of Credit shall mean a Letter of
Credit (including a direct pay letter of credit) issued to support obligations
of one or more of the Loan Parties, contingent or otherwise, which finance the
working capital and business needs of the Loan Parties, but excluding any Letter
of Credit (a) under which the stated amount of such Letter of Credit increases
automatically over time or (b) that is a Commercial Letter of Credit.

                           Standby Letter of Credit Fee shall have the meaning
assigned to that term in Section 2.10.2.

                           Subsidiary of any Person at any time shall mean (i)
any corporation or trust of which fifty percent (50%) or more (by number of
shares or number of votes) of the outstanding capital stock or shares of
beneficial interest normally entitled to vote for the election of one or more
directors or trustees (regardless of any contingency which does or may suspend
or dilute the voting rights) is at such time owned directly or indirectly by
such Person or one or more of such Person's Subsidiaries, (ii) any partnership
of which such Person is a general partner or of which fifty percent (50%) or
more of the partnership interests are at the time directly or indirectly owned
by such Person or one or more of such Person's Subsidiaries, (iii) any limited
liability company of which such Person is a member or of which fifty percent
(50%) or more of the limited liability company interests are at the time
directly or indirectly owned by such Person or one or more of such Person's
Subsidiaries or (iv) any corporation, trust, partnership, limited liability
company or other entity which is controlled or capable of being controlled by
such Person or one or more of such Person's Subsidiaries.

                           Subsidiary Shares shall have the meaning assigned to
that term in Section 5.1.3.

                           Super-Majority Required Banks shall mean

                                    (i) if there are no Loans, Reimbursement
Obligations or Letter of Credit Borrowings outstanding, Super-Majority Required
Banks shall mean Banks whose Commitments (excluding the Swing Loan Commitments)
aggregate at least sixty-six and two-thirds of one percent (66-2/3%) of the
Commitments (excluding the Swing Loan Commitments) of all of the Banks, or

                                    (ii) if there are Loans, Reimbursement
Obligations, or Letter of Credit Borrowings outstanding, Super-Majority Required
Banks shall mean:

                                             (A) prior to a termination of the
Commitments hereunder pursuant to Section 8.2.1 or 8.2.2, any Bank or group of
Banks if the sum of the Committed Loans (excluding the Swing Loans),
Reimbursement Obligations and Letter of Credit Borrowings of such Banks then
outstanding aggregates at least sixty-six and two-thirds of one

                                     - 25 -

<PAGE>

percent (66-2/3%) of the total principal amount of all of the Committed Loans
(excluding the Swing Loans), Reimbursement Obligations and Letter of Credit
Borrowings then outstanding.

                                             (B) after a termination of the
Commitments hereunder pursuant to Section 8.2.1 or 8.2.2, any Bank or group of
Banks if the sum of the Loans, Reimbursement Obligations and Letter of Credit
Borrowings of such Banks then outstanding aggregates at least sixty-six and
two-thirds of one percent (66-2/3%) of the total principal amount of all of the
Loans, Reimbursement Obligations and Letter of Credit Borrowings then
outstanding.

Reimbursement Obligations and Letter of Credit Borrowings shall be deemed, for
purposes of this definition, to be in favor of the Administrative Agent and not
a participating Bank if such Bank has not made its Participation Advance in
respect thereof and shall be deemed to be in favor of such Bank to the extent of
its Participation Advance if it has made its Participation Advance in respect
thereof.

                           Swing Loan Commitment shall mean National City's
commitment to make Swing Loans to the Borrower pursuant to Section 2.1.2 hereof
in an aggregate principal amount up to Thirty Million and 00/100 Dollars
($30,000,000.00).

                           Swing Note shall mean the Swing Note of the Borrower
in the form of Exhibit 1.1(S) evidencing the Swing Loans, together with all
amendments, extensions, renewals, replacements, refinancings or refundings
thereof in whole or in part.

                           Swing Loan Request shall mean a request for Swing
Loans made in accordance with Section 2.5.2 hereof.

                           Swing Loans shall mean collectively and Swing Loan
shall mean separately all Swing Loans or any Swing Loan made by National City to
the Borrower pursuant to 2.1.2 hereof.

                           Test Date shall mean, if at the time the rating of
either Standard & Poor's or Moody's with respect to the Borrower's Indebtedness
under this Agreement shall be less than BBB- or Baa3 and the rating of the other
such rating agency with respect to the Borrower's Indebtedness under this
Agreement shall not be at least BBB- or Baa3, or if there shall not be a rating
in effect from such other rating agency of the Borrower's Indebtedness under
this Agreement, each date of the making of any Loan or the issuance of any
Letter of Credit hereunder.

                           Transferor Bank shall mean the selling Bank pursuant
to an Assignment and Assumption Agreement.

                           USA Patriot Act shall mean the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or
shall hereafter be, renewed, extended, amended or replaced.

                                     - 26 -

<PAGE>

                           Utilization Fee shall have the meaning assigned to
that term in Section 2.4.

                           Website Posting shall have the meaning assigned to
that term in Section 10.6.

                           Withholding Certificate shall have the meaning
assigned to that term in Section 10.17.1.

         1.2 Construction.

                  Unless the context of this Agreement otherwise clearly
requires, the following rules of construction shall apply to this Agreement and
each of the other Loan Documents:

                  1.2.1. Number; Inclusion.

                           references to the plural include the singular, the
plural, the part and the whole; "or" has the inclusive meaning represented by
the phrase "and/or," and "including" has the meaning represented by the phrase
"including without limitation";

                  1.2.2. Determination.

                           references to "determination" of or by the
Administrative Agent or the Banks shall be deemed to include good-faith
estimates by the Administrative Agent or the Banks (in the case of quantitative
determinations) and good-faith beliefs by the Administrative Agent or the Banks
(in the case of qualitative determinations) and such determination shall be
conclusive absent manifest error;

                  1.2.3. Administrative Agent's Discretion and Consent.

                           whenever the Administrative Agent or the Banks are
granted the right herein to act in its or their sole discretion or to grant or
withhold consent such right shall be exercised in good faith;

                  1.2.4. Documents Taken as a Whole.

                           the words "hereof," "herein," "hereunder," "hereto"
and similar terms in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document as a whole and, unless otherwise specified
herein, not to any particular provision of this Agreement or such other Loan
Document;

                  1.2.5. Headings.

                           the section and other headings contained in this
Agreement or such other Loan Document and the Table of Contents (if any),
preceding this Agreement or such other Loan Document are for reference purposes
only and shall not control or affect the construction of this Agreement or such
other Loan Document or the interpretation thereof in any respect;

                                     - 27 -

<PAGE>

                  1.2.6. Implied References to this Agreement.

                           article, section, subsection, clause, schedule and
exhibit references are to this Agreement or other Loan Document, as the case may
be, unless otherwise specified;

                  1.2.7. Persons.

                           reference to any Person includes such Person's
successors and assigns but, if applicable, only if such successors and assigns
are permitted by this Agreement or such other Loan Document, as the case may be,
and reference to a Person in a particular capacity excludes such Person in any
other capacity;

                  1.2.8. Modifications to Documents.

                           reference to any agreement (including this Agreement
and any other Loan Document together with the schedules and exhibits hereto or
thereto), document or instrument means such agreement, document or instrument as
amended, modified, replaced, substituted for, superseded or restated;

                  1.2.9. From, To and Through.

                           relative to the determination of any period of time,
"from" means "from and including," "to" means "to but excluding," and "through"
means "through and including"; and

                  1.2.10. Shall; Will.

                           references to "shall" and "will" are intended to have
the same meaning.

         1.3 Accounting Principles.

                  Except as otherwise provided in this Agreement, all
computations and determinations as to accounting or financial matters and all
financial statements to be delivered pursuant to this Agreement shall be made
and prepared in accordance with GAAP (including principles of consolidation
where appropriate), and all accounting or financial terms shall have the
meanings ascribed to such terms by GAAP; provided, however, that all accounting
terms used in Section 7.2 [Negative Covenants] (and all defined terms used in
the definition of any accounting term used in Section 7.2 [Negative Covenants]
shall have the meaning given to such terms (and defined terms) under GAAP as in
effect on the date hereof applied on a basis consistent with those used in
preparing the Annual Statements referred to in Section 5.1.9(i) [Historical
Statements]. In the event of any change after the date hereof in GAAP, and if
such change would result in the inability to determine compliance with the
financial covenants set forth in Section 7.2 [Negative Covenants] based upon the
Parent's regularly prepared financial statements by reason of the preceding
sentence, then the parties hereto agree to endeavor, in good faith, to agree
upon an amendment to this Agreement that would adjust such financial covenants
in a manner that would not affect the substance thereof, but would allow
compliance therewith to be determined in accordance with the Parent's financial
statements at that time.

                                     - 28 -

<PAGE>

                  2. REVOLVING CREDIT AND SWING LOAN FACILITIES

         2.1 Revolving Credit and Swing Loan Commitments.

                  2.1.1. Revolving Credit Loans.

                           Subject to the terms and conditions hereof and
relying upon the representations and warranties herein set forth, each Bank
severally agrees to make Revolving Credit Loans to the Borrower at any time or
from time to time on or after the date hereof to the Expiration Date provided
that after giving effect to such Revolving Credit Loan the aggregate amount of
Revolving Credit Loans from such Bank shall not exceed such Bank's Revolving
Credit Commitment minus such Bank's Ratable Share of the Letters of Credit
Outstanding. Within such limits of time and amount and subject to the other
provisions of this Agreement, the Borrower may borrow, repay and reborrow
pursuant to this Section 2.1.1.

                  2.1.2. Swing Loans.

                           Subject to the terms and conditions hereof and
relying upon the representations and warranties herein set forth, and in order
to facilitate loans and repayments between Settlement Dates, National City may,
at its option, cancelable at any time for any reason whatsoever, make swing
loans (the "Swing Loans") to the Borrower at any time or from time to time after
the date hereof to, but not including, the Expiration Date, in an aggregate
principal amount up to but not in excess of Thirty Million and 00/100 Dollars
($30,000,000.00) (the "Swing Loan Commitment"), provided that the aggregate
principal amount of National City's Swing Loans and the Revolving Credit Loans
of all the Banks and the Bid Loans outstanding and the Letters of Credit
Outstanding at any one time outstanding shall not exceed the Revolving Credit
Commitments of all the Banks. Within such limits of time and amount and subject
to the other provisions of this Agreement, the Borrower may borrow, repay and
reborrow pursuant to this Section 2.1.2.

         2.2 Nature of Banks' Obligations with Respect to Revolving Credit
Loans.

                  Each Bank shall be obligated to participate in each request
for Revolving Credit Loans pursuant to Section 2.5.1 [Revolving Credit Loan
Requests] in accordance with its Ratable Share. The aggregate of each Bank's
Revolving Credit Loans outstanding hereunder to the Borrower at any time shall
never exceed its Revolving Credit Commitment minus its Ratable Share of the
Letters of Credit Outstanding. The obligations of each Bank hereunder are
several. The failure of any Bank to perform its obligations hereunder shall not
affect the Obligations of the Borrower to any other party nor shall any other
party be liable for the failure of such Bank to perform its obligations
hereunder. The Banks shall have no obligation to make Revolving Credit Loans
hereunder on or after the Expiration Date.

         2.3 Facility Fees.

                  Accruing from the date hereof until the Expiration Date, the
Borrower agrees to pay to the Administrative Agent for the account of each Bank,
as consideration for such Bank's

                                     - 29 -

<PAGE>

Revolving Credit Commitment hereunder, a nonrefundable facility fee (the
"Facility Fee") as follows:

                  (A) on the Closing Date in an amount equal to the product of
(i) a fraction, equal to the number of days between the Closing Date and
November 30, 2004, divided by three hundred sixty-six (366), (ii) the Applicable
Facility Fee Percentage and (iii) the amount of such Bank's Revolving Credit
Commitment on the Closing Date; and

                  (B) on the first day of each December, March, June and
September after the Closing Date until the Expiration Date or acceleration of
the Notes in an amount equal to the product of (i) twenty-five percent (25%),
(ii) the Applicable Facility Fee Percentage (computed on the basis of a year of
three hundred sixty-five (365) or three hundred sixty-six (366) days, as the
case may, be) and (iii) the amount of such Bank's Revolving Credit Commitment,
as the same may be constituted from time to time; provided that the Facility Fee
that is payable on the last payment date prior to the Expiration Date shall be
in an amount equal to the product of (i) a fraction, equal to the number of days
remaining in the quarter in which the Expiration Date falls through the
Expiration Date divided by three hundred sixty-five (365) or three hundred
sixty-six (366), as applicable, (ii) the Applicable Facility Fee Percentage, and
(iii) the amount of such Bank's Revolving Credit Commitment as the same may be
constituted from time to time.

         2.4 Utilization Fees.

                  Accruing from the date hereof until the Expiration Date, for
such periods where the sum of the Revolving Credit Loans outstanding (for
purposes of this computation, National City's Swing Loans shall be deemed to be
borrowed amounts under its Revolving Credit Commitment) plus Letters of Credit
Outstanding plus Bid Loans outstanding, exceeds fifty percent (50%) of the
Revolving Credit Commitments, the Borrower agrees to pay to the Administrative
Agent for the account of each Bank, as consideration for such Bank's Revolving
Credit Commitment hereunder, a nonrefundable utilization fee (the "Utilization
Fee") equal to the Applicable Utilization Fee Percentage (computed on the basis
of a year of 365 or 366 days, as the case may be, and actual days elapsed) on
the average daily unpaid balance of the sum of such Bank's Revolving Credit
Loans outstanding (for purposes of this computation, National City's Swing Loans
shall be deemed to be borrowed amounts under its Revolving Credit Commitment)
plus its Ratable Share of Letters of Credit Outstanding plus its Bid Loans
outstanding. All Utilization Fees shall be payable in arrears on the first day
of each December, March, June and September after the date hereof and on the
Expiration Date or upon acceleration of the Notes.

         2.5 Revolving Credit Loan Requests; Swing Loan Requests.

                  2.5.1. Revolving Credit Loan Requests.

                           Except as otherwise provided herein, the Borrower may
from time to time prior to the Expiration Date request the Banks to make
Revolving Credit Loans, or renew or convert the Interest Rate Option applicable
to existing Revolving Credit Loans pursuant to Section 3.2 [Committed Loan
Interest Periods], by delivering to the Administrative Agent, not

                                     - 30 -

<PAGE>

later than 12:00 noon, Columbus time, (i) three (3) Business Days prior to the
proposed Borrowing Date with respect to the making of Revolving Credit Loans to
which the Euro-Rate Option applies or the conversion to or the renewal of the
Euro-Rate Option for any Loans; and (ii) on the proposed Borrowing Date with
respect to the making of a Revolving Credit Loan to which the Base Rate Option
applies or the last day of the preceding Committed Loan Interest Period with
respect to the conversion to the Base Rate Option for any Loan, of a duly
completed Committed Loan Request therefor substantially in the form of Exhibit
2.5.1 or a request by telephone immediately confirmed in the form of such
exhibit (each, a "Revolving Credit Loan Request"), it being understood that the
Administrative Agent may rely on the authority of any individual making such a
telephonic request without the necessity of receipt of such written
confirmation. Each Loan Request shall be irrevocable and shall specify (i) the
proposed Borrowing Date; (ii) the aggregate amount of the proposed Loans
comprising each Borrowing Tranche, which shall be in integral multiples of One
Million and 00/100 Dollars ($1,000,000.00) and not less than Five Million and
00/100 Dollars ($5,000,000.00) for each Borrowing Tranche to which the Euro-Rate
Option applies and integral multiples of One Million and 00/100 Dollars
($1,000,000.00) and not less than the lesser of Five Million and 00/100 Dollars
($5,000,000.00) or the maximum amount available for Borrowing Tranches to which
the Base Rate Option applies; (iii) whether the Committed Loan Euro-Rate Option
or Base Rate Option shall apply to the proposed Loans comprising the applicable
Borrowing Tranche; and (iv) in the case of a Borrowing Tranche to which the
Committed Loan Euro-Rate Option applies, an appropriate Committed Loan Interest
Period for the Loans comprising such Borrowing Tranche.

                  2.5.2. Swing Loan Requests.

                           Except as otherwise provided herein, the Borrower may
from time to time prior to the Expiration Date request National City to make
Swing Loans by delivery to National City not later than 2:00 p.m., Columbus time
on the proposed Borrowing Date of a duly completed request therefor
substantially in the form of Exhibit 2.5.2 hereto or a request by telephone
immediately confirmed in writing by letter, facsimile or telex (each, a "Swing
Loan Request"), it being understood that the Administrative Agent may rely on
the authority of any individual making such a telephonic request without the
necessity of receipt of such written confirmation. Each Swing Loan Request shall
be irrevocable and shall specify the proposed Borrowing Date and the principal
amount of such Swing Loan, which shall be in integral multiples of One Hundred
Thousand and 00/100 Dollars ($100,000.00) and not less than One Hundred Thousand
and 00/100 Dollars ($100,000.00).

         2.6 Making Revolving Credit Loans and Swing Loans; Revolving Credit
Notes and Swing Notes.

                  2.6.1. Making Revolving Credit Loans.

                           The Administrative Agent shall, promptly after
receipt by it of a Loan Request pursuant to Section 2.5.1 [Revolving Credit Loan
Requests], notify the Banks of its receipt of such Loan Request specifying: (i)
the proposed Borrowing Date and the time and method of disbursement of the
Revolving Credit Loans requested thereby; (ii) the amount and type of each such
Revolving Credit Loan and the applicable Interest Period (if any); and (iii) the

                                     - 31 -

<PAGE>

apportionment among the Banks of such Revolving Credit Loans as determined by
the Administrative Agent in accordance with Section 2.2 [Nature of Banks'
Obligations]. Each Bank shall remit the principal amount of each Revolving
Credit Loan to the Administrative Agent such that the Administrative Agent is
able to, and the Administrative Agent shall, to the extent the Banks have made
funds available to it for such purpose and subject to Section 6.2 [Each
Additional Loan], fund such Revolving Credit Loans to the Borrower in U.S.
Dollars and immediately available funds at the Principal Office prior to 4:00
p.m., Columbus time, on the applicable Borrowing Date, provided that if any Bank
fails to remit such funds to the Administrative Agent in a timely manner, the
Administrative Agent may elect in its sole discretion to fund with its own funds
the Revolving Credit Loans of such Bank on such Borrowing Date, and such Bank
shall be subject to the repayment obligation in Section 9.16 [Availability of
Funds].

                  2.6.2. Making Swing Loans.

                           So long as National City elects to make Swing Loans,
National City shall, after receipt by it of a Swing Loan Request pursuant to
Section 2.5.2, fund such Swing Loan to the Borrower in U.S. Dollars and
immediately available funds at the Principal Office prior to 2:00 p.m., Columbus
time on the Borrowing Date.

                  2.6.3. Revolving Credit Notes.

                           The obligation of the Borrower to repay the aggregate
unpaid principal amount of the Revolving Credit Loans made to it by each Bank,
together with interest thereon, shall be evidenced by a Revolving Credit Note
dated the Closing Date payable to the order of such Bank in a face amount equal
to the Revolving Credit Commitment of such Bank.

                  2.6.4. Swing Note.

                           The obligation of the Borrower to repay the aggregate
unpaid principal amount of the Swing Loans made to it by National City, together
with interest thereon, shall be evidenced by a Swing Note dated the Closing Date
payable to the order of National City in a face amount equal to the Swing Loan
Commitment.

         2.7 Borrowings to Repay Swing Loans.

                  National City may, at its option, exercisable at any time for
any reason whatsoever, and shall no later than each Settlement Date, demand
repayment of the applicable Swing Loan, and, if the Borrower does not make such
repayment in cash within three (3) Business Days of such demand if such demand
is made prior to the twenty-eighth (28th) day following the making of such
applicable Swing Loan, each Bank shall make a Revolving Credit Loan in an amount
equal to such Bank's Ratable Share of the aggregate principal amount of the
outstanding Swing Loans, plus, if National City so requests, accrued interest
thereon, provided that no Bank shall be obligated in any event to make Revolving
Credit Loans in excess of its Revolving Credit Commitment less its Ratable Share
of Letters of Credit Outstanding. Revolving Credit Loans made pursuant to the
preceding sentence shall bear interest at the Base

                                     - 32 -

<PAGE>

Rate Option and shall be deemed to have been properly requested in accordance
with Section 2.5.1 without regard to any of the requirements of that provision.
National City shall provide notice to the Banks (which may be telephonic,
written, or facsimile notice) that such Revolving Credit Loans are to be made
under this Section 2.7 and of the apportionment among the Banks, and the Banks
shall be unconditionally obligated to fund such Revolving Credit Loans (whether
or not the conditions specified in Section 2.5.1 are then satisfied) by the time
National City so requests, which shall not be earlier than 2:00 p.m. Columbus
time on the next Business Day after the date the Banks receive such notice from
National City.

         2.8 Use of Proceeds.

                  The proceeds of the Revolving Credit Loans shall be used (i)
to repay certain existing Indebtedness of the Borrower including amounts due
under the Prior Loan Documents and the Prior Senior Notes Documentation, (ii) to
provide working capital to the Borrower, and (iii) for general corporate
purposes of the Borrower, including transaction costs and expenses and Permitted
Acquisitions.

         2.9 Bid Loan Facility

                  2.9.1. Bid Loan Requests.

                           Except as otherwise provided herein, the Borrower may
from time to time prior to the Expiration Date request that the Banks make Bid
Loans by delivery to the Administrative Agent not later than 10:00 a.m.,
Columbus time, of a duly completed request therefor substantially in the form of
Exhibit 2.9.1 hereto or a request by telephone immediately confirmed in writing
by letter, facsimile or telex (each, a "Bid Loan Request") at least four (4)
Business Days prior to the proposed Bid Loan Borrowing Date if Borrower is
requesting Fixed Rate Bid Loans and five (5) Business Days prior to the proposed
Bid Loan Borrowing Date if Borrower is requesting Euro-Rate Bid Loans. The
Administrative Agent may rely on the authority of any individual making a
telephonic request referred to in the preceding sentence without the necessity
of receipt of written confirmation. Each Bid Loan Request shall be irrevocable
and shall specify (i) the proposed Bid Loan Borrowing Date, (ii) whether
Borrower is electing the Fixed Rate Bid Loan Option or the Euro-Rate Bid Loan
Option, (iii) the term of the proposed Bid Loan (the "Bid Loan Interest Period")
which may be no less than seven (7) days and no longer than one hundred eighty
(180) days if Borrower is requesting a Fixed Rate Bid Loan and thirty (30),
sixty (60), ninety (90) or one hundred eighty (180) days if Borrower is
requesting a Euro-Rate Bid Loan, and (iv) the maximum principal amount (the
"Requested Amount") of such Bid Loan, which shall be not less than Ten Million
and 00/100 Dollars ($10,000,000.00) and shall be an integral multiple of Five
Million and 00/100 Dollars ($5,000,000.00). After giving effect to such Bid Loan
and any other Loan made on or before the Bid Loan Borrowing Date, (i) the
aggregate amount of the Bid Loans of all Banks outstanding shall not exceed
Fifty Million and 00/100 Dollars ($50,000,000.00) (the "Bid Loan Aggregate
Sublimit"), (ii) the aggregate amount of the Bid Loans of any one Bank
outstanding shall not exceed Fifty Million and 00/100 Dollars ($50,000,000.00)
(the "Bid Loan Individual Bank Sublimit"), and (iii) the aggregate amount of all
Revolving Credit Loans, Bid Loans and Swing Loans outstanding plus the Letter of
Credit Outstanding shall not exceed the aggregate amount of

                                     - 33 -

<PAGE>

the Revolving Credit Commitments of the Banks. There shall be at least fourteen
(14) Business Days between each Bid Loan Borrowing Date.

                  2.9.2. Bidding.

                           The Administrative Agent shall promptly after receipt
by it of a Bid Loan Request pursuant to Section 2.9.1 [Bid Loan Requests] notify
the Banks of its receipt of such Bid Loan Request specifying (i) the proposed
Bid Loan Borrowing Date, (ii) whether the proposed Bid Loan shall be a Fixed
Rate Bid Loan or a Euro-Rate Bid Loan, (iii) the Bid Loan Interest Period and
(iv) the principal amount of the proposed Bid Loan. Each Bank may submit a bid
(a "Bid") to the Administrative Agent not later than 10:00 a.m., Columbus time,
three (3) Business Days before the proposed Bid Loan Borrowing Date if Borrower
is requesting a Fixed Rate Bid Loan or four (4) Business Days before the
proposed Bid Loan Borrowing Date if Borrower is requesting a Euro-Rate Bid Loan
by telephone (immediately confirmed in writing by letter, facsimile or telex).
Each Bid shall specify: (A) the principal amount of proposed Bid Loans offered
by such Bank (the "Offered Amount") which (i) may be less than, but shall not
exceed, the Requested Amount, (ii) shall be at least Ten Million and 00/100
Dollars ($10,000,000.00) and shall be an integral multiple of Five Million and
00/100 Dollars ($5,000,000.00) and (iii) may exceed such Bank's Revolving Credit
Commitment, and (B) the Fixed Rate which shall apply to such proposed Bid Loan
if Borrower has requested a Fixed Rate Bid Loan or the Euro-Rate Bid Loan Spread
which shall apply to such proposed Bid Loan if Borrower has requested a
Euro-Rate Bid Loan. If any Bid omits information required hereunder, the
Administrative Agent may in its sole discretion attempt to notify the Bank
submitting such Bid. If the Administrative Agent so notifies a Bank, such Bank
may resubmit its Bid provided that it does so prior to the time set forth in
this Section 2.9.2 [Bidding] above by which such Bank is required to submit its
Bid to the Administrative Agent. Not later than 11:00 a.m., Columbus time, on
such day, the Administrative Agent shall notify the Borrower of the Bids which
it timely received from the Banks. If the Administrative Agent in its capacity
as a Bank shall, in its sole discretion, make a Bid, it shall notify the
Borrower of such Bid before 9:00 a.m., Columbus time, three (3) Business Days
before the proposed Bid Loan Borrowing Date if Borrower is requesting a Fixed
Rate Bid Loan or four (4) Business Days before the proposed Borrowing Date if
Borrower is requesting a Euro-Rate Bid Loan.

                  2.9.3. Accepting Bids.

                           The Borrower shall irrevocably accept or reject Bids
by notifying the Administrative Agent of such acceptance or rejection by
telephone (immediately confirmed in writing by letter, facsimile or telex) not
later than 12:00 noon, Columbus time, two (2) Business Days before the proposed
Bid Loan Borrowing Date if Borrower is requesting a Fixed Rate Bid Loan or three
(3) Business Days before the proposed Borrowing Date if Borrower is requesting a
Euro-Rate Bid Loan. If the Borrower elects to accept any Bids, its acceptance
must meet the following conditions: (1) the total amount which Borrower accepts
from all Banks must exceed Ten Million and 00/100 Dollars ($10,000,000.00) and
be in integral multiples of Five Million and 00/100 Dollars ($5,000,000.00) and
may not exceed the Requested Amount; (2) the Borrower must accept Bids based
solely on the amount of the Fixed Rates or Euro-Rate Bid Loan Spreads, as the
case may be, which each of the Banks quoted in their Bids in ascending order of

                                     - 34 -

<PAGE>

the amount of Fixed Rates or Euro-Rate Bid Loan Spreads; (3) the Borrower may
not borrow Bid Loans from any Bank on the Bid Loan Borrowing Date in an amount
exceeding such Bank's Offered Amount; (4) if two or more Banks make Bids at the
same Fixed Rate (if Borrower Requested a Fixed Rate Bid Loan) or Euro-Rate Bid
Loan Spread (if Borrower Requested a Euro-Rate Bid Loan) and the Borrower
desires to accept a portion but not all of the Bids at such Fixed Rate or
Euro-Rate Bid Loan Spread, as the case may be, the Borrower shall accept a
portion of each Bid equal to the product of the Offered Amount of such Bid times
the fraction obtained by dividing the total dollar amount of Bids which Borrower
is accepting at such Fixed Rate or Euro-Rate Bid Loan Spread, as the case may
be, by the sum of the Offered Amounts of the Bids at such Fixed Rate or
Euro-Rate Bid Loan Spread, provided that the Borrower shall round the Bid Loans
allocated to each such Bank upward or downward as the Borrower may select to
integral multiples of Five Million and 00/100 Dollars ($5,000,000.00). The
Administrative Agent shall (i) promptly notify a Bank that has made a Bid of the
amount of its Bid that was accepted or rejected by the Borrower and (ii) as
promptly as practical notify all of the Banks of all Bids submitted and those
which have been accepted.

                  2.9.4. Funding Bid Loans.

                           Each Bank whose Bid or portion thereof is accepted
shall remit the principal amount of its Bid Loan to the Administrative Agent by
1:00 p.m., Columbus time, on the Borrowing Date. The Administrative Agent shall
make such funds available to the Borrower on or before 2:00 p.m., Columbus time,
on the Borrowing Date provided that the conditions precedent to the making of
such Bid Loan set forth in Section 6.2 [Each Additional Loan or Letter of
Credit] have been satisfied not later than 10:30 a.m., Columbus time, on the
proposed Borrowing Date. If such conditions precedent have not been satisfied
prior to such time, then (i) the Administrative Agent shall not make such funds
available to the Borrower, (ii) the Bid Loan Request shall be deemed to be
canceled and (iii) the Administrative Agent shall return the amount previously
funded to the Administrative Agent by each applicable Bank no later than the
next following Business Day. The Borrower shall immediately notify the
Administrative Agent of any failure to satisfy the conditions precedent to the
making of Bid Loans under Section 6.2 [Each Additional Loan or Letter of
Credit]. The Administrative Agent may assume that the Borrower has satisfied
such conditions precedent if the Borrower (i) has delivered to the
Administrative Agent the documents required to be delivered under Section 6.2
[Each Additional Loan or Letter of Credit], (ii) the Borrower has not notified
the Administrative Agent that the Loan Parties have not satisfied any other
conditions precedent, and (iii) the Administrative Agent has no actual notice of
such a failure.

                  2.9.5. Several Obligations.

                           The obligations of the Banks to make Bid Loans after
their Bids have been accepted are several. No Bank shall be responsible for the
failure of any other Bank to make any Bid Loan which another Bank has agreed to
make.

                                     - 35 -

<PAGE>

                  2.9.6. Bid Notes.

                           The obligation of the Borrower to repay the aggregate
unpaid principal amount of the Bid Loans made to it by each Bank, together with
interest thereon, shall be evidenced by a Bid Note dated the Closing Date
payable to the order of such Bank in a face amount equal to the Bid Loan
Aggregate Sublimit.

         2.10 Letter of Credit Subfacility.

                  2.10.1. Issuance of Letters of Credit.

                           Borrower may request the issuance of (or modification
of any issued) letters of credit (each a "Letter of Credit") on behalf of itself
or another Loan Party by delivering or having such other Loan Party deliver to
the applicable Issuing Letter of Credit Bank with a copy to the Administrative
Agent a completed application and agreement for letters of credit and such other
certificates, documents, agreements including reimbursement agreements and other
papers and documentation in such form as the applicable Issuing Letter of Credit
Bank may specify from time to time by no later than 10:00 a.m., Columbus time,
at least five (5) Business Days, or such shorter period as may be agreed to by
the applicable Issuing Letter of Credit Bank, in advance of the proposed date of
issuance. Each Letter of Credit shall be a Standby Letter of Credit or a
Commercial Letter of Credit. Subject to the terms and conditions hereof and in
reliance on the agreements of the other Banks set forth in this Section 2.10
[Letter of Credit Subfacility], the applicable Issuing Letter of Credit Bank or
any of the applicable Issuing Letter of Credit Bank's Affiliates will issue a
Letter of Credit provided that each Letter of Credit shall (A) have a maximum
maturity of twelve (12) months from the date of issuance, and (B) in no event
expire later than five (5) Business Days prior to the Expiration Date and
providing that in no event shall (i) the Letters of Credit Outstanding exceed,
at any one time, One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00)
or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving
Credit Commitments. Each of the Rollover Letters of Credit which is a Standby
Letter of Credit shall be deemed to have been issued hereunder on the Closing
Date by the Administrative Agent. Each of the Rollover Letters of Credit shall
be deemed to be a Letter of Credit for all purposes of this Agreement. Each of
the Rollover Letters of Credit which is a Commercial Letter of Credit shall be
deemed to have been issued hereunder on the Closing Date by the issuing bank
identified on Schedule 1.1(R) as the Issuing Letter of Credit Bank. In the event
of any conflict between the terms of this Agreement and the terms of the Issuing
Letter of Credit Bank's application and agreement for Letters of Credit, the
terms of this Agreement shall control (provided that the terms of the Issuing
Letter of Credit Bank's application and agreement for Letters of Credit which
are in addition to those contained herein and which do not expressly conflict
with the terms contained herein shall not be deemed to be in conflict with this
Agreement).

                  2.10.2. Letter of Credit Fees.

                           The Borrower shall pay (i) to the Administrative
Agent for the ratable account of the Banks a fee with respect to Commercial
Letters of Credit (the "Commercial Letter of Credit Fee") equal to the
Applicable Commercial Letter of Credit Fee Percentage (computed

                                     - 36 -

<PAGE>

on the basis of a year of 360 days and actual days elapsed), and (ii) to the
Administrative Agent for the ratable account of the Banks a fee with respect to
Standby Letters of Credit (the "Standby Letter of Credit Fee") equal to the
Applicable Standby Letter of Credit Fee Percentage (computed on the basis of a
year of 360 days and actual days elapsed), which fees shall be computed on the
daily average respective Letters of Credit Outstanding and shall be payable
quarterly in arrears commencing with the first day of each December, March, June
and September following the issuance of each Letter of Credit and on the
Expiration Date. The Borrower shall also pay to the Issuing Letter of Credit
Bank for its sole account (i) a fronting fee as determined by the Issuing Letter
of Credit Bank and the Borrower, and (ii) the Issuing Letter of Credit Bank's
then in effect customary fees and administrative expenses payable with respect
to the Letters of Credit as the Issuing Letter of Credit Bank may generally
charge or incur from time to time in connection with the issuance, maintenance,
modification (if any), assignment or transfer (if any), negotiation, and
administration of Letters of Credit.

                  2.10.3. Disbursements, Reimbursement.

                           2.10.3.1 Immediately upon the issuance of each Letter
of Credit, each Bank shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing Letter of Credit Bank a
participation in such Letter of Credit and each drawing thereunder in an amount
equal to such Bank's Ratable Share of the maximum amount available to be drawn
under such Letter of Credit and the amount of such drawing, respectively.

                           2.10.3.2 In the event of any request for a drawing
under a Letter of Credit by the beneficiary or transferee thereof, the Issuing
Letter of Credit Bank will promptly notify the Borrower and the Administrative
Agent thereof. Provided that it shall have received such notice by 10:00 a.m.
Columbus, Ohio time (any notice received after 10:00 a.m., Columbus time, on a
particular day shall be deemed to have been received by 10:00 a.m., Columbus
time, on the next Business Day), on the applicable Drawing Date, the Borrower
shall reimburse (such obligation to reimburse the Issuing Letter of Credit Bank
shall sometimes be referred to as a "Reimbursement Obligation") the Issuing
Letter of Credit Bank by making payment to the Administrative Agent prior to
12:00 noon, Columbus time on each date that an amount is paid by the Issuing
Letter of Credit Bank under any Letter of Credit (each such date, a "Drawing
Date") in an amount equal to the amount so paid by the Issuing Letter of Credit
Bank. In the event the Borrower fails to pay the Administrative Agent the full
amount of any drawing under any Letter of Credit by 12:00 noon, Columbus time,
on the Drawing Date, the Administrative Agent will promptly notify each Bank
thereof, and the Borrower shall be deemed to have requested that Revolving
Credit Loans be made by the Banks under the Base Rate Option to be disbursed on
the Drawing Date under such Letter of Credit, subject to the amount of the
unutilized portion of the Revolving Credit Commitment and subject to the
conditions set forth in Section 6.2 [Each Additional Loan] other than any notice
requirements. Any notice given by the Administrative Agent pursuant to this
Section 2.10.3.2 [Disbursements, Reimbursement] may be oral if immediately
confirmed in writing; provided that the lack of such an immediate confirmation
shall not affect the conclusiveness or binding effect of such notice.

                           2.10.3.3 Each Bank shall upon any notice pursuant to
Section 2.10.3.2 [Disbursements, Reimbursement] pay to the Administrative Agent
an amount in immediately

                                     - 37 -

<PAGE>

available funds equal to its Ratable Share of the amount of the drawing,
whereupon the participating Banks shall (subject to Section 2.10.3.4) each be
deemed to have made a Revolving Credit under the Base Rate Option to the
Borrower in that amount. If any Bank so notified fails to make available to the
Administrative Agent for the account of the Issuing Letter of Credit Bank the
amount of such Bank's Ratable Share of such amount by no later than 3:00 p.m.,
Columbus time on the Drawing Date, then interest shall accrue on such Bank's
obligation to make such payment, from the Drawing Date to the date on which such
Bank makes such payment (i) at a rate per annum equal to the Federal Funds
Effective Rate during the first three (3) days following the Drawing Date and
(ii) at a rate per annum equal to the rate applicable to Loans under the
Revolving Credit Base Rate Option on and after the fourth (4th) day following
the Drawing Date. The Issuing Letter of Credit Bank will promptly give notice of
the occurrence of the Drawing Date, but failure of the Administrative Agent or
the Issuing Letter of Credit Bank to give any such notice on the Drawing Date or
in sufficient time to enable any Bank to effect such payment on such date shall
not relieve such Bank from its obligations to fund under this Section 2.10.3.3
[Disbursements, Reimbursement] upon receipt of such notice.

                           2.10.3.4 With respect to any unreimbursed drawing
that is not converted into Revolving Credit Loans under the Base Rate Option to
the Borrower in whole or in part as contemplated by Section 2.10.3.2
[Disbursements, Reimbursement] because of the Borrower's failure to satisfy the
conditions set forth in Section 6.2 [Each Additional Loan or Letter of Credit]
other than any notice requirements or for any other reason, the Borrower shall
be deemed to have incurred from the Issuing Letter of Credit Bank a borrowing
(each a "Letter of Credit Borrowing") in the amount of such drawing. Such Letter
of Credit Borrowing shall be due and payable on demand (together with interest)
and shall bear interest at the rate per annum applicable to the Revolving Credit
Loans under the Base Rate Option. Each Bank's payment to the Administrative
Agent pursuant to Section 2.10.3.3 [Disbursements, Reimbursement] shall be
deemed to be a payment in respect of its participation in such Letter of Credit
Borrowing and shall constitute a "Participation Advance" from such Bank in
satisfaction of its participation obligation under this Section 2.10.3
[Disbursements, Reimbursements].

                  2.10.4. Repayment of Participation Advances.

                           2.10.4.1 Upon (and only upon) receipt by the
Administrative Agent for its account of immediately available funds from the
Borrower (i) in reimbursement of any payment made by the Issuing Letter of
Credit Bank under the Letter of Credit with respect to which any Bank has made a
Participation Advance to the Administrative Agent, or (ii) in payment of
interest on such a payment made by the Administrative Agent under such a Letter
of Credit, the Administrative Agent will pay to each Bank, in the same funds as
those received by the Administrative Agent, the amount of such Bank's Ratable
Share of such funds, except the Administrative Agent shall deliver to the
Issuing Letter of Credit Bank the amount of the Ratable Share of such funds of
any Bank that did not make a Participation Advance in respect of such payment by
Administrative Agent.

                           2.10.4.2 If the Administrative Agent or the Issuing
Letter of Credit Bank is required at any time to return to any Loan Party, or to
a trustee, receiver, liquidator, custodian, or any official in any Insolvency
Proceeding, any portion of the payments made by any Loan

                                     - 38 -

<PAGE>

Party to the Administrative Agent pursuant to Section 2.10.4.1 [Repayment of
Participation Advances] in reimbursement of a payment made under the Letter of
Credit or interest or fee thereon, each Bank shall, on demand of the
Administrative Agent, forthwith return to the Administrative Agent the amount of
its Ratable Share of any amounts so returned by the Administrative Agent plus
interest thereon from the date such demand is made to the date such amounts are
returned by such Bank to the Administrative Agent, at a rate per annum equal to
the Federal Funds Effective Rate in effect from time to time.

                  2.10.5. Documentation.

                           Each Loan Party agrees to be bound by the terms of
the Issuing Letter of Credit Bank's application and agreement for letters of
credit and the Issuing Letter of Credit Bank's written regulations and customary
practices relating to letters of credit, though such interpretation may be
different from such Loan Party's own. In the event of a conflict between such
application or agreement and this Agreement, this Agreement shall govern. It is
understood and agreed that, except in the case of gross negligence or willful
misconduct, the Issuing Letter of Credit Bank shall not be liable for any error,
negligence and/or mistakes, whether of omission or commission, in following any
Loan Party's instructions or those contained in the Letters of Credit or any
modifications, amendments or supplements thereto.

                  2.10.6. Determinations to Honor Drawing Requests.

                           In determining whether to honor any request for
drawing under any Letter of Credit by the beneficiary thereof, the Issuing
Letter of Credit Bank shall be responsible only to determine that the documents
and certificates required to be delivered under such Letter of Credit have been
delivered and that they comply on their face with the requirements of such
Letter of Credit.

                  2.10.7. Nature of Participation and Reimbursement Obligations.

                           Each Bank's obligation in accordance with this
Agreement to make the Revolving Credit Loans or Participation Advances, as
contemplated by Section 2.10.3 [Disbursements, Reimbursement], as a result of a
drawing under a Letter of Credit, and the Obligations of the Borrower to
reimburse the Issuing Letter of Credit Bank upon a draw under a Letter of
Credit, shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of Section 2.8 [Use of Proceeds] under all
circumstances, including the following circumstances:

                                    (i) any set-off, counterclaim, recoupment,
defense or other right which such Bank may have against the Administrative
Agent, Issuing Letter of Credit Bank or any of their Affiliates, the Borrower or
any other Person for any reason whatsoever;

                                    (ii) the failure of any Loan Party or any
other Person to comply, in connection with a Letter of Credit Borrowing, with
the conditions set forth in Section 2.1 [Revolving Credit Commitments], 2.4
[Revolving Credit Loan Requests], 2.6 [Making Revolving Credit Loans] or 6.2
[Each Additional Loan] or as otherwise set forth in this

                                     - 39 -

<PAGE>

Agreement for the making of a Revolving Credit Loan, it being acknowledged that
such conditions are not required for the making of a Letter of Credit Borrowing
and the obligation of the Banks to make Participation Advances under Section
2.10.3 [Disbursements, Reimbursement];

                                    (iii) any lack of validity or enforceability
of any Letter of Credit;

                                    (iv) any claim of breach of warranty that
might be made by any Loan Party or any Bank against any beneficiary of a Letter
of Credit, or the existence of any claim, set-off, recoupment, counterclaim,
crossclaim, defense or other right which any Loan Party or any Bank may have at
any time against a beneficiary, successor beneficiary any transferee or assignee
of any Letter of Credit or the proceeds thereof (or any Persons for whom any
such transferee may be acting), the Administrative Agent or its Affiliates or
any Bank or any other Person or, whether in connection with this Agreement, the
transactions contemplated herein or any unrelated transaction (including any
underlying transaction between any Loan Party or Subsidiaries of a Loan Party
and the beneficiary for which any Letter of Credit was procured);

                                    (v) the lack of power or authority of any
signer of (or any defect in or forgery of any signature or endorsement on) or
the form of or lack of validity, sufficiency, accuracy, enforceability or
genuineness of any draft, demand, instrument, certificate or other document
presented under or in connection with any Letter of Credit, or any fraud or
alleged fraud in connection with any Letter of Credit, or the transport of any
property or provisions of services relating to a Letter of Credit, in each case
even if the Issuing Letter of Credit Bank or any of the Issuing Letter of Credit
Bank's Affiliates has been notified thereof;

                                    (vi) payment by the Issuing Letter of Credit
Bank or any of its Affiliates under any Letter of Credit against presentation of
a demand, draft or certificate or other document which does not comply with the
terms of such Letter of Credit;

                                    (vii) the solvency of, or any acts of
omissions by, any beneficiary of any Letter of Credit, or any other Person
having a role in any transaction or obligation relating to a Letter of Credit,
or the existence, nature, quality, quantity, condition, value or other
characteristic of any property or services relating to a Letter of Credit;

                                    (viii) any failure by the Issuing Letter of
Credit Bank or any of the Issuing Letter of Credit Bank's Affiliates to issue
any Letter of Credit in the form requested by any Loan Party, unless the Issuing
Letter of Credit Bank has received written notice from such Loan Party of such
failure within six (6) Business Days after the Issuing Letter of Credit Bank
shall have furnished such Loan Party a copy of such Letter of Credit and such
error is material and no drawing has been made thereon prior to receipt of such
notice;

                                    (ix) any adverse change in the business,
operations, properties, assets, condition (financial or otherwise) or prospects
of any Loan Party;

                                    (x) any breach of this Agreement or any
other Loan Document by any party thereto;

                                     - 40 -

<PAGE>

                                    (xi) the occurrence or continuance of an
Insolvency Proceeding with respect to any Loan Party;

                                    (xii) the fact that an Event of Default or a
Potential Default shall have occurred and be continuing; and

                                    (xiii) the fact that the Expiration Date
shall have passed or this Agreement or the Commitments hereunder shall have been
terminated.

                  2.10.8. Indemnity.

                           In addition to amounts payable as provided in Section
9.5 [Reimbursement and Indemnification of Administrative Agent by Loan Parties],
the Loan Parties hereby agree to protect, indemnify, pay and save harmless the
Issuing Letter of Credit Bank and any of the Issuing Letter of Credit Bank's
Affiliates that has issued a Letter of Credit from and against any and all
claims, demands, liabilities, damages, taxes, penalties, interest, judgments,
losses, costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) which the
Issuing Letter of Credit Bank or any of the Issuing Letter of Credit Bank's
Affiliates may incur or be subject to as a consequence, direct or indirect, of
the issuance of any Letter of Credit, other than as a result of (A) the gross
negligence or willful misconduct of the Issuing Letter of Credit Bank or any of
the Issuing Letter of Credit Bank's Affiliates as determined by a final judgment
of a court of competent jurisdiction or (B) the wrongful dishonor by the Issuing
Letter of Credit Bank or any of the Issuing Letter of Credit Bank's Affiliates
of a proper demand for payment made under any Letter of Credit, except if such
dishonor resulted from any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or governmental authority (all
such acts or omissions herein called "Governmental Acts").

                  2.10.9. Liability for Acts and Omissions.

                           As between any Loan Party and the Issuing Letter of
Credit Bank, or the Issuing Letter of Credit Bank's Affiliates, such Loan Party
assumes all risks of the acts and omissions of, or misuse of the Letters of
Credit by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, the Issuing Letter of Credit
Bank shall not be responsible for any of the following including any losses or
damages to any Loan Party or other Person or property relating therefrom: (i)
the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for an
issuance of any such Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged
(even if the Issuing Letter of Credit Bank or the Issuing Letter of Credit
Bank's Affiliates shall have been notified thereof); (ii) the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any such Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) the failure of the beneficiary of
any such Letter of Credit, or any other party to which such Letter of Credit may
be transferred, to comply fully with any conditions required in order to draw
upon such Letter of Credit or any other claim of any Loan Party against any
beneficiary of such Letter of Credit, or

                                     - 41 -

<PAGE>

any such transferee, or any dispute between or among any Loan Party and any
beneficiary of any Letter of Credit or any such transferee; (iv) errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, electronic mail, cable, telex or otherwise, whether or not they be in
cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay
in the transmission or otherwise of any document required in order to make a
drawing under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising
from causes beyond the control of the Issuing Letter of Credit Bank or the
Issuing Letter of Credit Bank's Affiliates, as applicable, including any
Governmental Acts, and none of the above shall affect or impair, or prevent the
vesting of, any of the Issuing Letter of Credit Banks or the Issuing Letter of
Credit Bank's Affiliates rights or powers hereunder. Nothing in the preceding
sentence shall relieve the Issuing Letter of Credit Bank from liability for the
Issuing Letter of Credit Bank's gross negligence or willful misconduct in
connection with actions or omissions described in such clauses (i) through
(viii) of such sentence. In no event shall the Issuing Letter of Credit Bank or
the Issuing Letter of Credit Bank's Affiliates be liable to any Loan Party for
any indirect, consequential, incidental, punitive, exemplary or special damages
or expenses (including without limitation attorneys' fees), or for any damages
resulting from any change in the value of any property relating to a Letter of
Credit.

                           Without limiting the generality of the foregoing,
including the Issuing Letter of Credit Bank not being relieved of liability for
gross negligence or willful misconduct, the Issuing Letter of Credit Bank and
each of its Affiliates (i) may rely on any oral or other communication believed
in good faith by the Issuing Letter of Credit Bank or such Affiliate to have
been authorized or given by or on behalf of the applicant Loan Party for a
Letter of Credit, (ii) may honor any presentation if the documents presented
appear on their face substantially to comply with the terms and conditions of
the relevant Letter of Credit; (iii) may honor a previously dishonored
presentation under a Letter of Credit, whether such dishonor was pursuant to a
court order, to settle or compromise any claim of wrongful dishonor, or
otherwise, and shall be entitled to reimbursement to the same extent as if such
presentation had initially been honored, together with any interest paid by the
Issuing Letter of Credit Bank or its Affiliate; (iv) may honor any drawing that
is payable upon presentation of a statement advising negotiation or payment,
upon receipt of such statement (even if such statement indicates that a draft or
other document is being delivered separately), and shall not be liable for any
failure of any such draft or other document to arrive, or to conform in any way
with the relevant Letter of Credit; (v) may pay any paying or negotiating bank
claiming that it rightfully honored under the Laws or practices of the place
where such bank is located; and (vi) may settle or adjust any claim or demand
made on the Issuing Letter of Credit Bank or its Affiliate in any way related to
any order issued at the applicant's request to an air carrier, a letter of
guarantee or of indemnity issued to a carrier or any similar document (each an
"Order") and honor any drawing in connection with any Letter of Credit that is
the subject to such Order, notwithstanding that any drafts or other documents
presented in connection with such Letter of Credit fail to conform in any way
with such Letter of Credit.

                           In furtherance and extension and not in limitation of
the specific provisions set forth above, any action taken or omitted by the
Issuing Letter of Credit Bank or the Issuing Letter of Credit Bank's Affiliates
under or in connection with the Letters of Credit issued

                                     - 42 -

<PAGE>

by it or any documents and certificates delivered thereunder, if taken or
omitted in good faith, shall not put the Issuing Letter of Credit Bank or the
Issuing Letter of Credit Bank's Affiliates under any resulting liability to the
Borrower or any Bank.

         2.11 Optional Termination or Reduction of Revolving Credit Commitments.

                  The Borrower may, upon at least five (5) Business Days' notice
to the Agent, terminate at any time, or permanently reduce from time to time by
an aggregate amount of at least Ten Million and 00/100 Dollars ($10,000,000.00)
or any larger multiple of One Million and 00/100 Dollars ($1,000,000.00), the
Revolving Credit Commitments. Each such permanent reduction shall permanently
reduce the Banks' Revolving Credit Commitments ratably in proportion to their
respective Ratable Share of the Revolving Credit Commitments. If the Revolving
Credit Commitments are terminated in their entirety, all accrued fees shall be
payable on the effective date of such termination. The Agent shall, promptly
after receipt by it of a notice pursuant to this Section 2.11 [Optional
Termination or Reduction of Revolving Credit Commitments], notify the Banks of
its receipt of such notice and the nature of the same.

                                3. INTEREST RATES

         3.1 Interest Rate Options.

                  The Borrower shall pay interest in respect of the outstanding
unpaid principal amount of (i) the Committed Loans as selected by it from the
Base Rate Option or Revolving Credit Euro-Rate Option set forth below applicable
to the Committed Loans, and (ii) each Bid Loan as selected by it with respect to
each applicable Bid it being understood that, subject to the provisions of this
Agreement, the Borrower may select different Interest Rate Options and different
Interest Periods to apply simultaneously to the Committed Loans comprising
different Borrowing Tranches and may convert to or renew one or more Interest
Rate Options with respect to all or any portion of the Committed Loans
comprising any Borrowing Tranche, provided that there shall not be at any one
time outstanding more than ten (10) Borrowing Tranches in the aggregate among
all of the Committed Loans (including a Borrowing Tranche to which the Base Rate
Option applies) and the Bid Loans, and provided further that only the Base Rate
Option or such other interest rates as National City and the Borrower may agree
to from time to time shall apply to the Swing Loans. Notwithstanding any
provisions to the contrary contained in this Agreement or any other Loan
Document, the Borrower shall not be required to pay, and the Banks shall not be
permitted to collect, any amount of interest in excess of the maximum amount of
interest permitted by applicable Law ("Excess Interest"). If any Excess Interest
is provided for or determined by a court of competent jurisdiction to have been
provided for in this Agreement or in any other Loan Document, then, in such
event: (1) the provisions of this subsection shall govern and control; (2) the
Borrower shall not be obligated to pay any Excess Interest; (3) any Excess
Interest that the Banks may have received hereunder shall be, at the option of
the Required Banks, (a) applied as a credit against the outstanding principal
balance of the Obligations or accrued and unpaid interest (not to exceed the
maximum amount permitted by Law), (b) refunded to the payor thereof, or (c) any
combination of the foregoing; (4) the interest rates provided for herein shall
be automatically reduced to the maximum lawful rate allowed

                                     - 43 -

<PAGE>

from time to time under applicable Law, and this Agreement and the other Loan
Documents shall be deemed to have been and shall be reformed and modified to
reflect such reduction; and (5) the Borrower shall have no action against the
Administrative Agent or any Bank for any damages arising out of the payment or
collection of any Excess Interest (other than to enforce this Section 3.1
[Interest Rate Options]).

                  3.1.1. Revolving Credit Interest Rate Options.

                           The Borrower shall have the right to select from the
following Interest Rate Options applicable to the Revolving Credit Loans
(subject to the provisions above regarding Swing Loans):

                                    (i) Revolving Credit Base Rate Option: A
fluctuating rate per annum (computed on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed) equal to the Base Rate, such
interest rate to change automatically from time to time effective as of the
effective date of each change in the Base Rate; or

                                    (ii) Revolving Credit Euro-Rate Option: A
rate per annum (computed on the basis of a year of 360 days and actual days
elapsed) equal to the Euro-Rate plus the Applicable Margin.

                  3.1.2. Rate Quotations.

                           The Borrower may call the Administrative Agent on or
before the date on which a Committed Loan Request is to be delivered to receive
an indication of the rates then in effect, but it is acknowledged that such
projection shall not be binding on the Administrative Agent or the Banks nor
affect the rate of interest which thereafter is actually in effect when the
election is made.

                  3.1.3. Change in Fees or Interest Rates.

                           If the Applicable Margin, Applicable Commercial
Letter of Credit Fee Percentage, Applicable Standby Letter of Credit Fee
Percentage, Applicable Facility Fee Percentage or Applicable Utilization Fee
Percentage is increased or reduced with respect to any period for which the
Borrower has already paid interest, Letter of Credit Fees, Facility Fees or
Utilization Fees, the Administrative Agent shall recalculate the additional or
lesser interest, Letter of Credit Fees, Facility Fees or Utilization Fees due
from or to the Borrower and shall, within fifteen (15) Business Days after the
Borrower notifies the Administrative Agent of such increase or decrease, give
the Borrower and the Banks notice of such recalculation.

                           3.1.3.1 Any additional interest, Letter of Credit
Fee, Facility Fee or Utilization Fee due from the Borrower shall be paid to the
Administrative Agent for the account of the Banks on the next date on which an
interest, Letter of Credit Fee, Facility Fee or Utilization Fee payment is due;
provided, however, that if there are no Loans outstanding or if the Loans are
due and payable, such additional interest, Letter of Credit Fee, Facility Fee or
Utilization Fee shall be paid not later than five (5) Business Days after
receipt of written request for payment from the Administrative Agent.

                                     - 44 -

<PAGE>

                           3.1.3.2 Any interest, Letter of Credit Fee, Facility
Fee or Utilization Fee refund due to the Borrower shall be credited against
payments otherwise due from the Borrower on the next interest, Letter of Credit
Fee, Facility Fee or Utilization Fee payment due date or, if the Loans have been
repaid and the Banks are no longer committed to lend under this Agreement, the
Banks shall pay to the Administrative Agent for the account of the Borrower such
interest, Letter of Credit Fee, Facility Fee or Utilization Fee refund not later
than five (5) Business Days after written notice from the Administrative Agent
to the Banks.

         3.2 Committed Loan Interest Periods.

                  At any time when the Borrower shall select, convert to or
renew a Committed Loan Euro-Rate Option, the Borrower shall notify the
Administrative Agent thereof at least three (3) Business Days prior to the
effective date of such Euro-Rate Option by delivering a Loan Request. Subject to
the terms and conditions of this Agreement, the notice shall specify a Committed
Loan Interest Period during which such Interest Rate Option shall apply.
Notwithstanding the preceding sentence, in the case of the renewal of a
Committed Loan Euro-Rate Option at the end of an Interest Period, the first day
of the new Interest Period shall be the last day of the preceding Interest
Period, without duplication in payment of interest for such day.

         3.3 Interest After Default.

                  To the extent permitted by Law, upon the occurrence of an
Event of Default and until such time such Event of Default shall have been cured
or waived:

                  3.3.1. Interest Rate.

                           the rate of interest for each Loan otherwise
applicable pursuant to Section 3.1 [Interest Rate Options], shall bear interest
at a rate per annum equal to the sum of the rate of interest applicable under
the Base Rate Option plus an additional two percent (2.0%) per annum, each
Borrowing Tranche to which the Euro-Rate Option applies shall automatically
convert to the applicable Base Rate Option at the end of the applicable Interest
Period and no Loans may be made as, renewed or converted into a Borrowing
Tranche to which the Euro-Rate Option applies;

                  3.3.2. Letter of Credit Fees.

                           the Letter of Credit Fees otherwise applicable
pursuant to Section 2.10.2 [Letter of Credit Fees] shall be increased by two
percent (2.0%) per annum;

                  3.3.3. Other Obligations.

                           each other Obligation hereunder if not paid when due
shall bear interest at a rate per annum equal to the sum of the rate of interest
applicable under the Base Rate Option plus an additional two percent (2.0%) per
annum from the time such Obligation becomes due and payable and until it is paid
in full; and

                                     - 45 -

<PAGE>

                  3.3.4. Acknowledgment.

                           the Borrower acknowledges that the increase in rates
referred to in this Section 3.3 [Interest After Default] reflects, among other
things, the fact that such Loans or other amounts have become a substantially
greater risk given their default status and that the Banks are entitled to
additional compensation for such risk; and all such interest shall be payable by
Borrower upon demand by Administrative Agent.

         3.4 Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits
Not Available.

                  3.4.1. Unascertainable.

                           If on any date on which a Euro-Rate would otherwise
be determined with respect to Committed Loans or Bid Loans, the Administrative
Agent shall have determined that:

                                    (i) adequate and reasonable means do not
exist for ascertaining such Euro-Rate, or

                                    (ii) a contingency has occurred which
materially and adversely affects the London interbank eurodollar market relating
to the Euro-Rate, the Administrative Agent shall have the rights specified in
Section 3.4.3 [Administrative Agent's and Bank's Rights].

                  3.4.2. Illegality; Increased Costs; Deposits Not Available.

                           If at any time any Bank shall have determined that:

                                    (i) the making, maintenance or funding of
any Loan to which a Euro-Rate Option applies has been made impracticable or
unlawful by compliance by such Bank in good faith with any Law or any
interpretation or application thereof by any Official Body or with any request
or directive of any such Official Body (whether or not having the force of Law),
or

                                    (ii) such Euro-Rate Option will not
adequately and fairly reflect the cost to such Bank of the establishment or
maintenance of any such Loan, or

                                    (iii) after making all reasonable efforts,
deposits of the relevant amount in Dollars for the relevant Interest Period for
a Loan, or to banks generally, to which a Euro-Rate Option applies,
respectively, are not available to such Bank with respect to such Loan, or to
banks generally, in the interbank eurodollar market,

then the Administrative Agent shall have the rights specified in Section 3.4.3
[Administrative Agent's and Bank's Rights].

                                     - 46 -

<PAGE>

                  3.4.3. Administrative Agent's and Bank's Rights.

                           In the case of any event specified in Section 3.4.1
[Unascertainable] above, the Administrative Agent shall promptly so notify the
Banks and the Borrower thereof, and in the case of an event specified in Section
3.4.2 [Illegality; Increased Costs; Etc.] above, such Bank shall promptly so
notify the Administrative Agent and endorse a certificate to such notice as to
the specific circumstances of such notice, and the Administrative Agent shall
promptly send copies of such notice and certificate to the other Banks and the
Borrower. Upon such date as shall be specified in such notice (which shall not
be earlier than the date such notice is given), the obligation of (A) the Banks,
in the case of such notice given by the Administrative Agent, or (B) such Bank,
in the case of such notice given by such Bank, to allow the Borrower to select,
convert to or renew a Euro-Rate Option shall be suspended until the
Administrative Agent shall have later notified the Borrower, or such Bank shall
have later notified the Administrative Agent, of the Administrative Agent's or
such Bank's, as the case may be, determination that the circumstances giving
rise to such previous determination no longer exist. If at any time the
Administrative Agent makes a determination under Section 3.4.1 [Unascertainable]
and the Borrower has previously notified the Administrative Agent of its
selection of, conversion to or renewal of a Euro-Rate Option and such Interest
Rate Option has not yet gone into effect, such notification shall be deemed to
provide for the termination of Borrower's Bid Loan request (without penalty) for
such Loans if the Borrower has requested Bid Loans under the Bid Loan Euro-Rate
Option and for the selection of, conversion to or renewal of the Base Rate
Option otherwise available with respect to such Loans if the Borrower has
requested the Committed Loan Euro-Rate Option. If any Bank notifies the
Administrative Agent of a determination under Section 3.4.2 [Illegality;
Increased Costs; Etc.], the Borrower shall, subject to the Borrower's
indemnification Obligations under Section 4.6.2 [Indemnity], as to any Loan of
the Bank to which a Euro-Rate Option applies, on the date specified in such
notice either convert such Loan to the Base Rate Option otherwise available with
respect to such Loan or prepay such Loan in accordance with Section 4.4
[Voluntary Prepayments]. Absent due notice from the Borrower of conversion or
prepayment, such Loan shall automatically be converted to the Base Rate Option
otherwise available with respect to such Loan upon such specified date.

         3.5 Selection of Interest Rate Options.

                  If the Borrower fails to select a new Interest Period to apply
to any Borrowing Tranche of Committed Loans under the Committed Euro-Rate Option
at the expiration of an existing Interest Period applicable to such Borrowing
Tranche in accordance with the provisions of Section 3.2 [Committed Loan
Interest Periods], the Borrower shall be deemed to have converted such Borrowing
Tranche to the Revolving Credit Base Rate Option commencing upon the last day of
the existing Interest Period.

                                     - 47 -

<PAGE>

                                   4. PAYMENTS

         4.1 Payments.

                  All payments and prepayments to be made in respect of
principal, interest, Facility Fees, Utilization Fees, Letter of Credit Fees,
Administrative Agent's Fee, Bid Loan Processing Fees or other fees or amounts
due from the Borrower hereunder shall be payable prior to 12:00 noon, Columbus
time, on the date when due without presentment, demand, protest or notice of any
kind, all of which are hereby expressly waived by the Borrower, and without
set-off, counterclaim or other deduction of any nature, and an action therefor
shall immediately accrue. Such payments shall be made to the Administrative
Agent at the Principal Office for the account of National City with respect to
the Swing Loans, for the ratable accounts of the Banks with respect to the
Revolving Credit Loans and for the account of the lending Bank with respect to
the Bid Loans, in U.S. Dollars and in immediately available funds, and the
Administrative Agent shall promptly distribute such amounts to the Banks, as
applicable, in immediately available funds, provided that in the event payments
are received by 12:00 noon, Columbus time, by the Administrative Agent with
respect to the Revolving Credit Loans or Bid Loans and such payments are not
distributed to the Banks on the same day received by the Administrative Agent,
the Administrative Agent shall pay the Banks the Federal Funds Effective Rate
with respect to the amount of such payments for each day held by the
Administrative Agent and not distributed to the Banks. The Administrative
Agent's and each Bank's statement of account, ledger or other relevant record
shall, in the absence of manifest error, be conclusive as the statement of the
amount of principal of and interest on the Loans and other amounts owing under
this Agreement and shall be deemed an "account stated."

         4.2 Pro Rata Treatment of Banks.

                  Each borrowing of Revolving Credit Loans shall be allocated to
each Bank according to its Ratable Share (irrespective of the amount of Bid
Loans outstanding), and each selection of, conversion to or renewal of any
Interest Rate Option applicable to Revolving Credit Loans and each payment or
prepayment by the Borrower with respect to principal or interest on the
Revolving Credit Loans, Facility Fees, Utilization Fees, Letter of Credit Fees,
or other fees (except for the Administrative Agent's Fee and the Bid Loan
Processing Fee) or amounts due from the Borrower hereunder to the Banks with
respect to the Revolving Credit Loans, shall (except as provided in Section
3.4.3 [Administrative Agent's and Bank's Rights] in the case of an event
specified in Section 3.4 [Euro-Rate Unascertainable; Etc.], 4.4.2 [Replacement
of a Bank] or 4.6 [Additional Compensation in Certain Circumstances]) be made in
proportion to the applicable Revolving Credit Loans outstanding from each Bank
and, if no such Loans are then outstanding, in proportion to the Ratable Share
of each Bank. Each borrowing of a Bid Loan shall be made according to the
provisions in Section 2.9 hereof and each payment or prepayment by the Borrower
of principal, interest, fees or other amounts from the Borrower with respect to
Bid Loans shall be to made to the Banks in proportion to the amounts of such
items due to such Banks. Notwithstanding any of the foregoing, each borrowing or
payment or pre-payment by the Borrower of principal, interest, fees or other
amounts from the Borrower with respect to Swing Loans shall be made by or to
National City according to Section 2.

                                     - 48 -

<PAGE>

         4.3 Interest Payment Dates.

                  Interest on Committed Loans to which the Base Rate Option
applies shall be due and payable in arrears on the first day of each December,
March, June and September after the date hereof and on the Expiration Date or
upon acceleration of the Notes. Interest on Committed Loans and Bid Loans to
which the Euro-Rate Option applies and Bid Loans to which the Bid Loan Fixed
Rate Option applies shall be due and payable on the last day of each Interest
Period for such Loans and, if such Interest Period is longer than ninety (90)
days, also on the ninetieth (90th) day of such Interest Period and on the
Expiration Date or upon the acceleration of the Notes.

         4.4 Voluntary Prepayments.

                  4.4.1. Right to Prepay.

                           The Borrower shall have the right at its option from
time to time to prepay the Committed Loans in whole or part without premium or
penalty (except as provided in Section 4.4.2 [Replacement of a Bank] below or in
Section 4.6 [Additional Compensation in Certain Circumstances]):

                                    (i) at any time with respect to any
Committed Loan to which the Base Rate Option applies,

                                    (ii) on the last day of the applicable
Interest Period with respect to Committed Loans to which a Euro-Rate Option
applies, and

                                    (iii) on the date specified in a notice by
any Bank pursuant to Section 3.4 [Euro-Rate Unascertainable, Etc.] with respect
to any Committed Loan to which a Euro-Rate Option applies.

                           Whenever the Borrower desires to prepay any part of
the Committed Loans, it shall provide a prepayment notice to the Administrative
Agent by 11:00 a.m., Columbus time, at least one (1) Business Day prior to the
date of prepayment of Revolving Credit Loans or no later than 11:00 a.m.,
Columbus time, on the date of prepayment of Swing Loans, setting forth the
following information:

                           (x) the date, which shall be a Business Day, on which
                  the proposed prepayment is to be made;

                           (y) a statement indicating the application of the
                  prepayment between the Swing Loans and the Revolving Credit
                  Loans; and

                           (z) the total principal amount of such prepayment,
                  which (i) with respect to Revolving Credit Loans shall be in
                  integral multiples of One Million and 00/100 Dollars
                  ($1,000,000.00) and not less than Five Million and 00/100
                  Dollars ($5,000,000.00) for each Borrowing Tranche to which
                  the Euro-Rate Option applies and in integral multiples of One
                  Million and 00/100 Dollars

                                     - 49 -

<PAGE>

                  ($1,000,000.00) and not less than the lesser of Five Million
                  and 00/100 Dollars ($5,000,000.00) or the outstanding
                  principal amount or Revolving Credit Loans to which the Base
                  Rate Option applies and (ii) with respect to Swing Loans, in
                  integral multiples of One Million and 00/100 Dollars
                  ($1,000,000.00) and not less than the lesser of Five Million
                  and 00/100 Dollars ($5,000,000.00) or the outstanding
                  principal amount of the Swing Loans.

                           All prepayment notices shall be irrevocable. The
principal amount of the Committed Loans for which a prepayment notice is given,
together with interest on such principal amount except with respect to Committed
Loans to which the Base Rate Option applies, shall be due and payable on the
date specified in such prepayment notice as the date on which the proposed
prepayment is to be made. Except as provided in Section 3.4.3 [Administrative
Agent's and Bank's Rights], if the Borrower prepays a Committed Loan but fails
to specify the applicable Borrowing Tranche which the Borrower is prepaying, the
prepayment shall be applied first to Committed Loans to which the Base Rate
Option applies, then to Committed Loans to which the Euro-Rate Option applies.
Any prepayment hereunder shall be subject to the Borrower's Obligation to
indemnify the Banks under Section 4.6.2 [Indemnity].

                  4.4.2. Replacement of a Bank.

                           In the event any Bank (i) gives notice under Section
3.4 [Euro-Rate Unascertainable, Etc.] or Section 4.6.1 [Increased Costs, Etc.],
(ii) does not fund Revolving Credit Loans or Bid Loans because the making of
such Loans would contravene any Law applicable to such Bank, (iii) becomes
subject to the control of an Official Body (other than normal and customary
supervision), or (iv) has failed to consent to a proposed modification,
amendment or waiver which pursuant to the terms of Section 10.1 or any other
provision of any Loan Document requires the consent of all of the Banks and with
respect to which the Super-Majority Required Banks shall have granted their
consent, then the Borrower shall have the right at its option, if no Event of
Default or Potential Default then exists and with the consent of the
Administrative Agent, which shall not be unreasonably withheld, (a) within
ninety (90) days after (x) receipt of such Bank's notice under Section 3.4
[Euro-Rate Unascertainable, Etc.] or 4.6.1 [Increased Costs, Etc.], (y) the date
such Bank has failed to fund Revolving Credit Loans or Bid Loans because the
making of such Loans would contravene Law applicable to such Bank, or (z) the
date such Bank became subject to the control of an Official Body, as applicable,
or (b) within ninety (90) days after such Bank has failed to consent to a
proposed modification, amendment or waiver, to prepay the Loans of such Bank in
whole (together with all interest accrued thereon and any amounts required under
Section 4.6 [Additional Compensation in Certain Circumstances] and any accrued
interest due on such amount and any related fees) and terminate such Bank's
Commitment or to have such Bank's Commitment and any Bid Loan of such Bank
replaced by one or more of the remaining Banks or a replacement bank acceptable
to the Administrative Agent pursuant to Section 10.11 hereof; provided, that the
remaining Banks shall have no obligation hereunder to increase their Commitments
or provide the Bid Loan of such Bank; provided, further to the extent the
Borrower elects to replace a Bank which gave the Borrower notice under Section
3.4 or 4.6.1 or which failed to fund a Revolving Credit Loan or Bid Loans
because the making of such Loans would contravene any Law applicable to such
Bank, it shall be obligated to remove or replace, as the case may be, all Banks
that have made

                                     - 50 -

<PAGE>

similar requests for compensation pursuant to Section 3.4 or Section 4.6.1 or
who have failed to fund such Loans. Notwithstanding the foregoing, the
Administrative Agent may only be replaced subject to the requirements of Section
9.14 [Successor Administrative Agent] and provided that all Letters of Credit
have expired or been terminated or replaced or adequately cash collateralized.

                  4.4.3. Change of Lending Office.

                           Each Bank agrees that upon the occurrence of any
event giving rise to increased costs or other special payments under Section
3.4.2 [Illegality, Etc.] or 4.6.1 [Increased Costs, Etc.] with respect to such
Bank, it will if requested by the Borrower, use reasonable efforts (subject to
overall policy considerations of such Bank) to designate another lending office
for any Loans or Letters of Credit affected by such event, provided that such
designation is made on such terms that such Bank and its lending office suffer
no economic, legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of such Section. Nothing
in this Section 4.3 [Interest Payment Dates] shall affect or postpone any of the
Obligations of the Borrower or any other Loan Party or the rights of the
Administrative Agent or any Bank provided in this Agreement.

         4.5 Mandatory Prepayments.

                  4.5.1. Reduction of Revolving Credit Commitments.

                           On each date which any of the Revolving Credit
Commitments are reduced pursuant to Section 2.11 [Optional Termination or
Reduction of Revolving Credit Commitments], the Borrower shall pay or prepay
Loans (subject to Borrower's indemnity obligations under Sections 3.4 [Euro-Rate
Unascertainable; Illegality, etc.] and 4.6 [Additional Compensation in Certain
Circumstances]) such that the Revolving Facility Usage shall not exceed the
Revolving Credit Commitments.

                  4.5.2. Issuance of Other Indebtedness.

                           In the event that the principal amount of unsecured
Indebtedness incurred by the Loan Parties as permitted by Section 7.2.1(vii)
hereof exceeds One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00) in
the aggregate, the Revolving Credit Commitments shall be reduced by and the
Borrower shall pay or prepay Loans in (subject to Borrower's indemnity
obligations under Sections 3.4 [Euro-Rate Unascertainable; Illegality, etc.] and
4.6 [Additional Compensation in Certain Circumstances]) an amount equal to the
Net Proceeds in excess of One Hundred Fifty Million and 00/100 Dollars
($150,000,000.00); provided, however, that the Borrower's obligation to pay or
prepay the Loans under this Section shall be limited to the amount necessary to
ensure that the aggregate amount of all Revolving Credit Loans, Bid Loans, Swing
Loans and Letters of Credit Outstanding do not exceed the Revolving Credit
Commitments of all of the Banks as reduced by this Section 4.5.2.

                                     - 51 -

<PAGE>

                  4.5.3. Application among Interest Rate Options.

                           All prepayments required pursuant to this Section 4.5
[Mandatory Prepayments] shall first be applied among the Interest Rate Options
to the principal amount of the Committed Loans subject to the Base Rate Option,
then to Loans subject to a Euro-Rate Option. In accordance with Section 4.6.2
[Indemnity], the Borrower shall indemnify the Banks for any loss or expense,
including loss of margin, incurred with respect to any such prepayments applied
against Committed Loans subject to a Euro-Rate Option on any day other than the
last day of the applicable Interest Period.

         4.6 Additional Compensation in Certain Circumstances.

                  4.6.1. Increased Costs or Reduced Return Resulting from Taxes,
Reserves, Capital Adequacy Requirements, Expenses, Etc.

                           If any Law, guideline or interpretation or any change
in any Law, guideline or interpretation or application thereof by any Official
Body charged with the interpretation or administration thereof or compliance
with any request or directive (whether or not having the force of Law) of any
central bank or other Official Body:

                                    (i) subjects any Bank to any tax or changes
the basis of taxation with respect to this Agreement, the Notes, the Committed
Loans, the Letters of Credit or the Bid Loans or payments by the Borrower of
principal, interest, Facility Fees, Utilization Fees or other amounts due from
the Borrower hereunder or under the Notes (except for taxes on or measured by
the overall net income of such Bank, franchise taxes, the Michigan single
business tax and taxes on the net worth of such Bank),

                                    (ii) imposes, modifies or deems applicable
any reserve, special deposit or similar requirement against credits or
commitments to extend credit extended by, or assets (funded or contingent) of,
deposits with or for the account of, or other acquisitions of funds by, any
Bank, or

                                    (iii) imposes, modifies or deems applicable
any capital adequacy or similar requirement (A) against assets (funded or
contingent) of, or letters of credit, other credits or commitments to extend
credit extended by, any Bank, or (B) otherwise applicable to the obligations of
any Bank under this Agreement,

and the result of any of the foregoing is to actually increase the cost to,
reduce the income receivable by, or impose any expense (including loss of
margin) upon any Bank with respect to this Agreement, the Notes or the making,
maintenance or funding of any part of the Committed Loans or the Bid Loans (or,
in the case of any capital adequacy or similar requirement, to have the effect
of reducing the rate of return on any Bank's capital, taking into consideration
such Bank's customary policies with respect to capital adequacy) by an amount
which such Bank in its sole discretion deems to be material, such Bank shall
from time to time notify the Borrower and the Administrative Agent of the amount
determined in good faith (using any averaging and attribution methods employed
in good faith) by such Bank to be necessary to compensate such

                                     - 52 -

<PAGE>

Bank for such increase in cost, reduction of income, additional expense or
reduced rate of return. Such notice shall set forth in reasonable detail the
basis for such determination. Such amount shall be due and payable by the
Borrower to such Bank ten (10) Business Days after such notice is given.

                  4.6.2. Indemnity.

                           In addition to the compensation required by Section
4.6.1 [Increased Costs, Etc.], each Loan Party shall indemnify each Bank against
all liabilities, losses or expenses (including loss of margin, any loss or
expense incurred in liquidating or employing deposits from third parties, any
loss or expense incurred in connection with funds acquired by a Bank to fund or
maintain Loans subject to a Euro-Rate Option or the Bid Loan Fixed Rate Option
and any customary administrative expenses of such Bank) which such Bank sustains
or incurs as a consequence of any:

                                    (i) payment, prepayment, conversion or
renewal of any Loan to which a Euro-Rate Option or the Bid Loan Fixed Rate
Option applies on a day other than the last day of the corresponding Interest
Period (whether or not such payment or prepayment is mandatory, voluntary or
automatic and whether or not such payment or prepayment is then due),

                                    (ii) attempt by the Borrower to revoke
(expressly, by later inconsistent notices or otherwise) in whole or part any
Loan Requests under Section 2.5 [Revolving Credit Loan Requests], Section 2.9
[Bid Loan Facility] or Section 3.2 [Committed Loan Interest Periods] or notice
relating to prepayments under Section 4.4 [Voluntary Prepayments],

                                    (iii) default by a Loan Party in the
performance or observance of any covenant or condition contained in this
Agreement or any other Loan Document, including any failure of the Borrower to
pay when due (by acceleration or otherwise) any principal of or interest on the
Committed Loans or the Bid Loans, Facility Fee, Utilization Fee or any other
amount due hereunder, or

                                    (iv) payment or prepayment of any Bid Loan
on a day other than the maturity date thereof (whether or not such payment or
prepayment is mandatory or voluntary).

                  If any Bank sustains or incurs any such loss or expense, it
shall from time to time notify the Borrower of the amount determined in good
faith by such Bank (which determination may include such assumptions,
allocations of costs and expenses and averaging or attribution methods as such
Bank shall deem reasonable) to be necessary to indemnify such Bank for such loss
or expense. Such notice shall set forth in reasonable detail the basis for such
determination. Such amount shall be due and payable by the Loan Parties to such
Bank ten (10) Business Days after such notice is given.

                                     - 53 -

<PAGE>

         4.7 Settlement Date Procedures.

                  In order to minimize the transfer of funds between the Banks
and the Administrative Agent, the Borrower may borrow, repay and reborrow Swing
Loans and National City may make Swing Loans as provided in Section 2.1.2 [Swing
Loans] hereof during the period between Settlement Dates. Not later than 10:00
a.m., Columbus time, on each Settlement Date, the Administrative Agent shall
notify each Bank of its Ratable Share of the total of the Revolving Credit Loans
(each a "Required Share"). Prior to 2:00 p.m., Columbus time, on such Settlement
Date, each Bank shall pay to the Administrative Agent the amount equal to the
difference between its Required Share and its Revolving Credit Loans, and the
Administrative Agent shall pay to each Bank its Ratable Share of all payments
made by the Borrower to the Administrative Agent with respect to the Revolving
Credit Loans. The Administrative Agent shall also effect settlement in
accordance with the foregoing sentence on the proposed Borrowing Dates for
Revolving Credit Loans and may at its option effect settlement on any other
Business Day. These settlement procedures are established solely as a matter of
administrative convenience, and nothing contained in this Section 4.7
[Settlement Date Procedures] shall relieve the Banks of their obligations to
fund Revolving Credit Loans on dates other than a Settlement Date pursuant to
Section 2.1.1 [Revolving Credit Loans]. The Administrative Agent may at any time
at its option for any reason whatsoever require each Bank to pay immediately to
the Administrative Agent such Bank's Ratable Share of the outstanding Revolving
Credit Loans and each Bank may at any time require the Administrative Agent to
pay immediately to such Bank its Ratable Share of all payments made by the
Borrower to the Administrative Agent with respect to the Revolving Credit Loans.

                        5. REPRESENTATIONS AND WARRANTIES

         5.1 Representations and Warranties.

                  The Loan Parties, jointly and severally, represent and warrant
to the Administrative Agent and each of the Banks as follows:

                  5.1.1. Organization and Qualification.

                           Each Loan Party is a corporation, partnership or
limited liability company duly organized, validly existing and in good standing
under the Laws of its jurisdiction of organization. Each Loan Party has the
lawful power to own or lease its properties and to engage in the business it
presently conducts or proposes to conduct. Each Loan Party on the Closing Date
is listed on Schedule 5.1.1. Each Loan Party is duly licensed or qualified and
in good standing in each jurisdiction where the property owned or leased by it
or the nature of the business transacted by it or both makes such licensing or
qualification necessary except to the extent that the failure to be so qualified
would not cause a Material Adverse Change.

                  5.1.2. Capitalization and Ownership.

                           All of the authorized capital stock of the Parent,
and the shares (referred to herein as the "Shares") of the Parent that are
issued and outstanding have been validly issued

                                     - 54 -

<PAGE>

and are fully paid and nonassessable. There are no options, warrants or other
rights outstanding to purchase any such shares except as indicated on Schedule
5.1.2.

                  5.1.3. Subsidiaries.

                           Schedule 5.1.3 states the name of the Borrower and
each of the Parent's other Subsidiaries which are Guarantors, its jurisdiction
of incorporation, its authorized capital stock, the issued and outstanding
shares (referred to herein as the "Subsidiary Shares") and the owners thereof if
it is a corporation, its outstanding partnership interests (the "Partnership
Interests") if it is a partnership and its outstanding limited liability company
interests, interests assigned to managers thereof and the voting rights
associated therewith (the "LLC Interests") if it is a limited liability company.
Each of the Loan Parties has good and marketable title to all of the Subsidiary
Shares, Partnership Interests and LLC Interests it purports to own, free and
clear in each case of any Lien. All Subsidiary Shares, Partnership Interests and
LLC Interests have been validly issued, and all Subsidiary Shares are fully paid
and nonassessable. All capital contributions and other consideration required to
be made or paid in connection with the issuance of the Partnership Interests and
LLC Interests have been made or paid, as the case may be. There are no options,
warrants or other rights outstanding to purchase any such Subsidiary Shares,
Partnership Interests or LLC Interests except as indicated on Schedule 5.1.3.

                  5.1.4. Power and Authority.

                           Each Loan Party has full power to enter into,
execute, deliver and carry out this Agreement and the other Loan Documents to
which it is a party, to incur the Indebtedness contemplated by the Loan
Documents and to perform its Obligations under the Loan Documents to which it is
a party, and all such actions have been duly authorized by all necessary
proceedings on its part.

                  5.1.5. Validity and Binding Effect.

                           This Agreement has been duly and validly executed and
delivered by each Loan Party, and each other Loan Document which any Loan Party
is required to execute and deliver on or after the date hereof will have been
duly executed and delivered by such Loan Party on the required date of delivery
of such Loan Document. This Agreement and each other Loan Document constitutes,
or will constitute, legal, valid and binding obligations of each Loan Party
which is or will be a party thereto on and after its date of delivery thereof,
enforceable against such Loan Party in accordance with its terms, except to the
extent that enforceability of any of such Loan Document may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar Laws
affecting the enforceability of creditors' rights generally or limiting the
right of specific performance and general concepts of equity.

                  5.1.6. No Conflict.

                           Neither the execution and delivery of this Agreement
or the other Loan Documents by any Loan Party nor the consummation of the
transactions herein or therein contemplated or compliance with the terms and
provisions hereof or thereof by any of them will

                                     - 55 -

<PAGE>

conflict with, constitute a default under or result in any breach of (i) the
terms and conditions of the certificate or articles of incorporation, bylaws,
certificate of limited partnership, partnership agreement, certificate of
formation, limited liability company agreement or other organizational documents
of any Loan Party or (ii) any material Law or any material agreement or
instrument or order, writ, judgment, injunction or decree to which any Loan
Party is a party or by which it is bound or to which it is subject, or result in
the creation or enforcement of any Lien, charge or encumbrance whatsoever upon
any property (now or hereafter acquired) of any Loan Party.

                  5.1.7. Litigation.

                           There are no actions, suits, proceedings or
investigations pending or, to the knowledge of any Loan Party, threatened
against such Loan Party at law or equity before any Official Body which
individually or in the aggregate would reasonably be expected to result in any
Material Adverse Change. None of the Loan Parties or any Subsidiaries of any
Loan Party is in violation of any order, writ, injunction or any decree of any
Official Body which would reasonably be expected to result in any Material
Adverse Change. The Loan Parties have made adequate reserves for the New York
Potential Tax Claim, and such claim does not constitute a Material Adverse
Change. Schedule 5.1.7 correctly describes the New York Potential Tax Claim.

                  5.1.8. Title to Properties.

                           The real property owned by each Loan Party is
described on Schedule 5.1.8. Each Loan Party has good and marketable title to
(or ownership of) or valid leasehold interest in all properties, assets and
other rights which it purports to own or lease or which are reflected as owned
or leased on its books and records, free and clear of all Liens and encumbrances
except Permitted Liens, and in the case of property leased by such Loan Party,
subject to the terms and conditions of the applicable leases. Upon consummation
of the transactions contemplated hereby, all leases of real property are in full
force and effect in all material respects without the necessity for any consent
which has not previously been obtained.

                  5.1.9. Financial Statements.

                                    (i) Historical Statements. The Borrower has
delivered to the Administrative Agent copies of the Parent's audited
consolidated year-end financial statements for and as of the end of the two (2)
fiscal years ended January 31, 2004 (the "Annual Statements"). In addition, the
Borrower has delivered to the Administrative Agent copies of the Parent's
unaudited consolidated interim financial statements for the fiscal year to date
and as of the end of the fiscal quarter ended July 31, 2004 (the "Interim
Statements") (the Annual and Interim Statements being collectively referred to
as the "Historical Statements"). The Historical Statements were compiled from
the books and records maintained by the Parent's management, fairly represent in
all material respects the consolidated financial condition of the Parent and its
Subsidiaries as of their dates and the results of operations for the fiscal
periods then ended and have been prepared in accordance with GAAP consistently
applied, subject (in the case of the Interim Statements) to normal year-end
audit adjustments.

                                     - 56 -

<PAGE>

                                    (ii) Financial Projections. The Borrower has
delivered to the Administrative Agent financial projections of the Parent and
its Subsidiaries for the period from fiscal year 2004 through fiscal year 2009
derived from various assumptions of the Parent's management (the "Financial
Projections"). The Financial Projections represent a reasonable range of
possible results in light of the history of the business, present and
foreseeable conditions and the intentions of the Parent's management. The
Financial Projections accurately reflect the liabilities of the Parent and its
Subsidiaries upon consummation of the transactions contemplated hereby as of the
Closing Date. Such Financial Projections and the assumptions therein were, at
the time made, fair; however, actual results may differ materially from such
Financial Projections.

                                    (iii) Accuracy of Financial Statements.
Neither the Parent nor any Subsidiary of the Parent has any liabilities,
contingent or otherwise, or forward or long-term commitments that are not
disclosed in the Historical Statements or in the notes thereto, and except as
disclosed therein there are no unrealized or anticipated losses from any
commitments of the Parent or any Subsidiary of the Parent, in each case which
would reasonably be expected to cause a Material Adverse Change. From January
31, 2004 to (y) the Closing Date, and (z) each Test Date, if applicable, no
Material Adverse Change has occurred.

                  5.1.10. Use of Proceeds; Margin Stock; Section 20
Subsidiaries.

                           5.1.10.1 General.

                                    The Loan Parties intend to use the proceeds
of the Loans in accordance with Sections 2.8 [Use of Proceeds] and 7.1.10 [Use
of Proceeds].

                           5.1.10.2 Margin Stock.

                                    None of the Loan Parties or any Subsidiaries
of any Loan Party engages or intends to engage principally, or as one of its
important activities, in the business of extending credit for the purpose,
immediately, incidentally or ultimately, of purchasing or carrying margin stock
(within the meaning of Regulation U). No part of the proceeds of any Loan has
been or will be used, immediately, incidentally or ultimately, to purchase or
carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock or to refund Indebtedness originally
incurred for such purpose, or for any purpose which entails a violation of or
which is inconsistent with the provisions of the regulations of the Board of
Governors of the Federal Reserve System. None of the Loan Parties holds or
intends to hold margin stock in such amounts that more than twenty five percent
(25%) of the reasonable value of the assets of any Loan Party are or will be
represented by margin stock.

                           5.1.10.3 Section 20 Subsidiaries.

                                    The Loan Parties do not intend to use and
shall not use any portion of the proceeds of the Loans, directly or indirectly,
to purchase during the underwriting period, or for thirty (30) days thereafter,
Ineligible Securities being underwritten by a Section 20 Subsidiary.

                                     - 57 -

<PAGE>

                  5.1.11. Full Disclosure.

                           Neither this Agreement nor any other Loan Document,
nor any certificate, statement, agreement or other documents furnished to the
Administrative Agent or any Bank in connection herewith or therewith taken as a
whole, contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained herein and
therein, in light of the circumstances under which they were made, not
misleading. There is no fact known to any Loan Party which materially adversely
affects the business, property, assets, financial condition, results of
operations or prospects of any Loan Party which has not been set forth in this
Agreement or in the certificates, statements, agreements or other documents
furnished in writing to the Administrative Agent and the Banks prior to or at
the date hereof in connection with the transactions contemplated hereby.

                  5.1.12. Taxes.

                           All federal, state, local and other tax returns
required to have been filed with respect to each Loan Party have been filed, and
payment or adequate provision has been made for the payment of all taxes, fees,
assessments and other governmental charges which have or may become due pursuant
to said returns or to assessments received, except to the extent that (a) the
amount thereof is not individually or in the aggregate material, or (b) such
taxes, fees, assessments and other charges are being contested in good faith by
appropriate proceedings diligently conducted and for which such reserves or
other appropriate provisions, if any, as shall be required by GAAP shall have
been made. There are no agreements or waivers extending the statutory period of
limitations applicable to any federal or other income tax return of any Loan
Party for any tax years prior to the Loan Parties' fiscal year ended on or about
January 29, 1994 for federal income tax returns and February 3, 1996 for state
income tax returns. The federal income tax liabilities of each Loan Party have
been examined by the Internal Revenue Service and paid for all fiscal years up
to and including the fiscal year ended February 3, 2001, however, tax refund
claims have been filed and are still outstanding for the fiscal years ended
January 31, 1998 through February 3, 2001.

                  5.1.13. Consents and Approvals.

                           No consent, approval, exemption, order or
authorization of, or a registration or filing with, any Official Body or any
other Person is required by any Law or any agreement in connection with the
execution, delivery and carrying out of this Agreement and the other Loan
Documents by any Loan Party, except as listed on Schedule 5.1.13, all of which
shall have been obtained or made on or prior to the Closing Date except as
otherwise indicated on Schedule 5.1.13.

                  5.1.14. No Event of Default; Compliance with Instruments.

                           No event has occurred and is continuing and no
condition exists or will exist after giving effect to the borrowings or other
extensions of credit to be made on the Closing Date under or pursuant to the
Loan Documents which constitutes an Event of Default or Potential Default. None
of the Loan Parties is in violation of (i) any material term of its certificate
of

                                     - 58 -

<PAGE>

incorporation, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or
other organizational documents or (ii) any material agreement or instrument to
which it is a party or by which it or any of its properties may be subject or
bound where such violation would constitute a Material Adverse Change.

                  5.1.15. Patents, Trademarks, Copyrights, Licenses, Etc.

                           Each Loan Party owns or possesses all the material
patents, trademarks, service marks, trade names, copyrights, licenses,
registrations, franchises, permits and rights necessary to own and operate its
properties and to carry on its business as presently conducted and planned to be
conducted by such Loan Party, without known possible, alleged or actual conflict
with the rights of others.

                  5.1.16. Insurance.

                           Schedule 5.1.16 lists all insurance policies to which
any Loan Party is a party, all of which are valid and in full force and effect.
No notice has been given or claim made and no grounds exist to cancel or avoid
any of such policies or to reduce the coverage provided thereby. Such policies
provide adequate coverage from reputable and financially sound insurers in
amounts sufficient to insure the assets and risks of each Loan Party in
accordance with customary business practice in the industry of the Loan Parties.

                  5.1.17. Compliance with Laws.

                           The Loan Parties are in compliance in all material
respects with all applicable Laws (other than Environmental Laws which are
specifically addressed in Section 5.1.22 [Environmental Matters]) in all
jurisdictions in which any Loan Party is presently or will be doing business
except where the failure to do so would not reasonably be expected to constitute
a Material Adverse Change.

                  5.1.18. Material Contracts; Burdensome Restrictions.

                           All material contracts relating to the business
operations of each Loan Party, including all employee benefit plans and Labor
Contracts are valid, binding and enforceable upon such Loan Party except as
limited by bankruptcy, insolvency and general concepts of equity and each of the
other parties thereto in accordance with their respective terms, and there is no
default by such Loan Party thereunder or, to the Loan Parties' knowledge, by any
other parties thereto. None of the Loan Parties is bound by any contractual
obligation, or subject to any restriction in any organization document, or any
requirement of Law which could result in a Material Adverse Change or which
restricts or prohibits any Loan Party from entering into, and performing its
obligations under, the transactions contemplated hereby. For purposes of this
Section 5.1.18 [Material Contracts; Burdensome Restrictions], the term "material
contracts" shall mean those contracts or other agreements which the Parent would
be required to file with the SEC pursuant to item 601(a)(10) of Regulation S-K
promulgated under the Securities Act of 1933 and the Securities Exchange Act of
1934.

                                     - 59 -

<PAGE>

                  5.1.19. Investment Companies; Regulated Entities.

                           None of the Loan Parties is an "investment company"
registered or required to be registered under the Investment Company Act of 1940
or under the "control" of an "investment company" as such terms are defined in
the Investment Company Act of 1940 and shall not become such an "investment
company" or under such "control." None of the Loan Parties is subject to any
other federal or state statute or regulation limiting its ability to incur
Indebtedness for borrowed money.

                  5.1.20. Plans and Benefit Arrangements.

                           Except as set forth on Schedule 5.1.20:

                                    (i) The Borrower and each other member of
the ERISA Group are in compliance in all material respects with any applicable
provisions of ERISA with respect to all Benefit Arrangements and Plans. As of
the Closing Date, the Borrower and each other member of the ERISA Group do not
have any Multiemployer Plans or Multiple Employer Plans. There has been no
Prohibited Transaction with respect to any Benefit Arrangement or any Plan or,
to the best knowledge of the Borrower and each member of the ERISA Group, with
respect to any Multiemployer Plan or Multiple Employer Plan to the extent each
such Plan has been created after the Closing Date, which could result in any
material liability of the Borrower or any other member of the ERISA Group. To
the extent a Multiemployer Plan and/or a Multiple Employer Plan has been created
after the Closing Date, the Borrower and all other members of the ERISA Group
have made when due any and all payments required to be made under any agreement
relating to a Multiemployer Plan or a Multiple Employer Plan or any Law
pertaining thereto. With respect to each Plan, Multiemployer Plan (to the extent
created after the Closing Date) and Multiple Employer Plan (to the extent
created after the Closing Date), the Borrower and each other member of the ERISA
Group (A) have fulfilled in all material respects their obligations under the
minimum funding standards of ERISA, (B) except for required premium payments,
have not incurred any liability to the PBGC, and (C) have not had asserted
against them any penalty for failure to fulfill the minimum funding requirements
of ERISA.

                                    (ii) To the best of the Borrower's
knowledge, each Multiemployer Plan (to the extent created after the Closing
Date) and Multiple Employer Plan (to the extent created after the Closing Date)
is able to pay benefits thereunder when due.

                                    (iii) Neither the Borrower nor any other
member of the ERISA Group has instituted or intends to institute proceedings to
terminate any Plan.

                                    (iv) No event requiring notice to the PBGC
under Section 302(f)(4)(A) of ERISA has occurred or is reasonably expected to
occur with respect to any Plan, and no amendment with respect to which security
is required under Section 307 of ERISA has been made or is reasonably expected
to be made to any Plan.

                                    (v) With respect to each Plan and in
accordance with each such Plan's most recent actuarial valuation report used to
determine funding under Section 412 of the

                                     - 60 -

<PAGE>

Internal Revenue Code, each Plan's funded current liability percentage satisfies
the full funding limitation and no deficit reduction contribution is required.

                                    (vi) Neither the Borrower nor any other
member of the ERISA Group has incurred or reasonably expects to incur any
material withdrawal liability under ERISA to any Multiemployer Plan (to the
extent created after the Closing Date) or Multiple Employer Plan (to the extent
created after the Closing Date). Neither the Borrower nor any other member of
the ERISA Group has been notified by any Multiemployer Plan (to the extent
created after the Closing Date) or Multiple Employer Plan (to the extent created
after the Closing Date) that such Multiemployer Plan (to the extent created
after the Closing Date) or Multiple Employer Plan (to the extent created after
the Closing Date) has been terminated within the meaning of Title IV of ERISA
and, to the best knowledge of the Borrower, no Multiemployer Plan (to the extent
created after the Closing Date) or Multiple Employer Plan (to the extent created
after the Closing Date) is reasonably expected to be reorganized or terminated,
within the meaning of Title IV of ERISA.

                                    (vii) To the extent that any Benefit
Arrangement is insured, the Borrower and all other members of the ERISA Group
have paid when due all premiums required to be paid for all periods through the
Closing Date. To the extent that any Benefit Arrangement is funded other than
with insurance, the Borrower and all other members of the ERISA Group have made
when due all contributions required to be paid for all periods through the
Closing Date.

                                    (viii) All Plans, Benefit Arrangements,
Multiemployer Plans (to the extent created after the Closing Date) and Multiple
Employer Plans (to the extent created after the Closing Date) have been
administered in all material respects in accordance with their terms and
applicable Law.

                  5.1.21. Employment Matters.

                           Each of the Loan Parties is in compliance with the
Labor Contracts and all applicable federal, state and local labor and employment
Laws including those related to equal employment opportunity and affirmative
action, labor relations, minimum wage, overtime, child labor, medical insurance
continuation, worker adjustment and relocation notices, immigration controls and
worker and unemployment compensation, where the failure to comply would
reasonably be expected to constitute a Material Adverse Change. There are no
outstanding grievances, arbitration awards or appeals therefrom arising out of
the Labor Contracts or current or threatened strikes, picketing, handbilling or
other work stoppages or slowdowns at facilities of any of the Loan Parties which
in any case would reasonably be expected to constitute a Material Adverse
Change.

                  5.1.22. Environmental Matters.

                           Except as disclosed on Schedule 5.1.22:

                                    (i) None of the Loan Parties has received
any material Environmental Complaint, whether directed or issued to any Loan
Party or relating or pertaining

                                     - 61 -

<PAGE>

to any predecessor of any Loan Party or to any prior owner, operator or occupant
of the Property, and none of such Loan Parties have reason to believe that it
might receive a material Environmental Complaint.

                                    (ii) No activity of any Loan Party at the
Property is being or has been conducted in violation of any Environmental Law or
Environmental Permit which has caused or would reasonably be expected to cause a
Material Adverse Change and, to the knowledge of any such Loan Party no activity
of any predecessor of any Loan Party or any prior owner, operator or occupant of
the Property was conducted in violation of any Environmental Law which has
caused or would reasonably be expected to cause a Material Adverse Change.

                                    (iii) There are no Regulated Substances
present on, in, under, or emanating from, or to any Loan Party's knowledge
emanating to, the Property or any portion thereof which result in Contamination
and which would reasonably be expected to cause a Material Adverse Change.

                                    (iv) Each Loan Party has all Environmental
Permits and all such Environmental Permits are in full force and effect and each
such Loan Party's operations at the Property are conducted in compliance with
the terms and conditions of such Environmental Permits except to the extent that
such noncompliance would not reasonably be expected to cause a Material Adverse
Change and none of the Loan Parties have received any written notice from an
Official Body that such Official Body has or intends to suspend, revoke or
adversely alter, whether in whole or in part, any such Environmental Permit.

                                    (v) Each Loan Party has submitted to an
Official Body and/or maintains, as appropriate, all material Environmental
Records.

                                    (vi) No structures, improvements, equipment,
fixtures, impoundments, pits, lagoons or aboveground or underground storage
tanks located on the Property contain or use, except in compliance with
Environmental Laws and Environmental Permits, Regulated Substances or otherwise
are operated or maintained except in compliance with Environmental Laws and
Environmental Permits unless such noncompliance would not be reasonably expected
to cause a Material Adverse Change. To the knowledge of each Loan Party, no
structures, improvements, equipment, fixtures, impoundments, pits, lagoons or
aboveground or underground storage tanks of prior owners, operators or occupants
of the Property contained or used Regulated Substances, except in compliance
with Environmental Laws, Regulated Substances or otherwise were operated or
maintained by any such prior owner, operator or occupant except in compliance
with Environmental Laws unless such noncompliance would not be reasonably
expected to cause a Material Adverse Change.

                                    (vii) To the knowledge of each Loan Party,
no facility or site to which any such Loan Party, either directly or indirectly
by a third party, has sent Regulated Substances for storage, treatment, disposal
or other management has been or is being operated in violation of Environmental
Laws except to the extent that such violation would not reasonably be expected
to cause a Material Adverse Change.

                                     - 62 -

<PAGE>

                                    (viii) No portion of the Property is
identified or, to the knowledge of each Loan Party, proposed to be identified on
any list of contaminated properties or other properties which pursuant to
Environmental Laws are the subject of a Remedial Action by an Official Body or
any other Person (including any such Loan Party), nor to the knowledge of any
such Loan Party is any property adjoining or in the proximity of the Property
identified or proposed to be identified on any such list or the subject of a
Remedial Action.

                                    (ix) No portion of the Property constitutes
an Environmentally Sensitive Area except for those portions of the Property
constituting an Environmentally Sensitive Area which would not reasonably be
expected to result in a Material Adverse Change.

                                    (x) No lien or other material encumbrance
authorized by Environmental Laws exists against the Property and none of the
Loan Parties has any reason to believe that such a lien or encumbrance may be
imposed.

                                    (xi) Neither the transaction contemplated by
the Loan Documents nor any other transaction involving the sale, transfer or
exchange of the Property will trigger or has triggered any obligation under any
applicable Environmental Laws to make a filing, provide a notice, provide other
disclosure or take any other action, or in the event that any such
transaction-triggered obligation does arise or has arisen under any applicable
Environmental Laws, all such action required thereby has been taken in
compliance with applicable Environmental Laws except to the extent that the
failure to take such action in compliance with applicable Environmental Laws
would not be reasonably expected to cause a Material Adverse Change.

                  5.1.23. Senior Debt Status.

                           The Obligations of each Loan Party under this
Agreement, the Notes, the Guaranty Agreements and each of the other Loan
Documents to which it is a party do rank and will rank at least pari passu in
priority of payment with all other Indebtedness of such Loan Party except
Indebtedness of such Loan Party to the extent secured by Permitted Liens. There
is no Lien upon or with respect to any of the properties or income of any Loan
Party which secures indebtedness or other obligations of any Person except for
Permitted Liens.

                  5.1.24. Anti-Terrorism Laws.

                           5.1.24.1 General.

                                    None of the Loan Parties nor, to any Loan
Party's knowledge, any Affiliate of any Loan Party, is in violation of any
Anti-Terrorism Law or engages in or conspires to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law.

                           5.1.24.2 Executive Order No. 13224.

                                    None of the Loan Parties, nor, to any Loan
Party's knowledge, any Affiliate of any Loan Party is any of the following (each
a "Blocked Person"):

                                     - 63 -

<PAGE>

                                    (i) a Person that is listed in the annex to,
or is otherwise subject to the provisions of, the Executive Order No. 13224;

                                    (ii) a Person owned or controlled by, or
acting for or on behalf of, any Person that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive Order No. 13224;

                                    (iii) a Person or entity with which any Bank
is prohibited from dealing or otherwise engaging in any transaction by any
Anti-Terrorism Law;

                                    (iv) a Person or entity that commits,
threatens or conspires to commit or supports "terrorism" as defined in the
Executive Order No. 13224; or

                                    (v) a Person or entity that is named as a
"specially designated national" on the most current list published by the U.S.
Treasury Department Office of Foreign Asset Control at its official website or
any replacement website or other replacement official publication of such list.

No Loan Party or to the knowledge of any Loan Party, any Affiliate of any Loan
Party (i) conducts any business or engages in making or receiving any
contribution of funds, goods or services to or for the benefit of any Blocked
Person, or (ii) deals in, or otherwise engages in any transaction relating to,
any property or interests in property blocked pursuant to the Executive Order
No. 13224.

                  5.1.25. Inactive Subsidiaries.

                           Each Excluded Inactive Subsidiary has no material
assets or liabilities (except for the New York Potential Tax Claim) and does not
conduct business.

         5.2 Updates to Schedules.

                  The Borrower shall update the schedules listed immediately
after this paragraph on the date on which the Borrower delivers each quarterly
Compliance Certificate. Provided that the Borrower delivers such updates with
each Compliance Certificate and timely delivers such Compliance Certificates,
(1) any inaccuracy in such schedules between due dates for Compliance
Certificates shall not be a default hereunder, and (2) such schedules shall be
deemed to be amended upon delivery thereof.

                  Schedule 5.1.2    -        Capitalization
                  Schedule 5.1.3    -        Subsidiaries
                  Schedule 5.1.8    -        Owned Real Property

                  The Borrower shall update the schedules listed immediately
after this paragraph as soon as reasonably practicable after receipt thereof
from the insurer. Provided that the Borrower delivers such updates as stated,
(1) any inaccuracy in such schedules between due dates for Compliance
Certificates shall not be a default hereunder, and (2) such schedules shall be
deemed to be amended upon delivery thereof.

                                     - 64 -

<PAGE>

                  Schedule 5.1.16   -        Insurance Policies

                  Should any of the information or disclosures provided on any
of the other Schedules attached hereto become outdated or incorrect in any
material respect, the Borrower shall promptly provide the Administrative Agent
in writing with such revisions or updates to such Schedule as may be necessary
or appropriate to update or correct same; provided, however, that no Schedule
shall be deemed to have been amended, modified or superseded by any such
correction or update, nor shall any breach of warranty or representation
resulting from the inaccuracy or incompleteness of any such Schedule be deemed
to have been cured thereby, unless and until the Required Banks, in their sole
and absolute discretion, shall have accepted in writing such revisions or
updates to such Schedule.

         6. CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

         The obligation of each Bank to make Loans and of each Issuing Letter of
Credit Bank to issue Letters of Credit hereunder is subject to the performance
by each of the Loan Parties of its Obligations to be performed hereunder at or
prior to the making of any such Loans or issuance of such Letters of Credit and
to the satisfaction of the following further conditions:

         6.1 First Loans and Letters of Credit.

                  On the Closing Date:

                  6.1.1. Officer's Certificate.

                           The representations and warranties of each of the
Loan Parties contained in Section 5 [Representations and Warranties] and in each
of the other Loan Documents shall be true and accurate on and as of the Closing
Date with the same effect as though such representations and warranties had been
made on and as of such date (except representations and warranties which relate
solely to an earlier date or time, which representations and warranties shall be
true and correct on and as of the specific dates or times referred to therein),
and each of the Loan Parties shall have performed and complied with all
covenants and conditions hereof and thereof, no Event of Default or Potential
Default shall have occurred and be continuing or shall exist; and there shall be
delivered to the Administrative Agent for the benefit of each Bank one original
certificate (with sufficient copies for each Bank) of each of the Loan Parties,
dated the Closing Date and signed by the Chief Executive Officer, President or
Chief Financial Officer of each of the Loan Parties, to each such effect.

                                     - 65 -
<PAGE>

                  6.1.2. Secretary's Certificate.

                           There shall be delivered to the Administrative Agent
for the benefit of each Bank one original certificate (with sufficient copies
for each Bank) dated the Closing Date and signed by the Secretary or an
Assistant Secretary of each of the Loan Parties, certifying as appropriate as
to:

                                    (i) the completion of all action required to
have been taken by each Loan Party by the Closing Date in connection with this
Agreement and the other Loan Documents;

                                    (ii) the names of the officer or officers
authorized to sign this Agreement and the other Loan Documents and the true
signatures of such officer or officers and specifying the Authorized Officers
permitted to act on behalf of each Loan Party for purposes of this Agreement and
the true signatures of such officers, on which the Administrative Agent and each
Bank may conclusively rely; and

                                    (iii) copies of its organizational
documents, including its certificate of incorporation, bylaws, certificate of
limited partnership, partnership agreement, certificate of formation, and
limited liability company agreement as in effect on the Closing Date certified
by the appropriate governmental official, where applicable, together with
certificates from the appropriate governmental officials as to the continued
existence and good standing of each Loan Party in each jurisdiction where
organized or formed, as applicable, and each jurisdiction where a Loan Party has
a distribution center or warehouse location.

                  6.1.3. Delivery of Loan Documents.

                           The Guaranty Agreement, Notes, the Intercompany
Subordination Agreement and any other Loan Documents required by the
Administrative Agent, shall have been duly executed and delivered to the
Administrative Agent for the benefit of the Banks.

                  6.1.4. Opinion of Counsel.

                           There shall be delivered to the Administrative Agent
for the benefit of each Bank one (1) original, with sufficient copies for the
Banks, of a written opinion of Vorys, Sater, Seymour and Pease LLP, counsel for
the Loan Parties (which may rely on the opinions of such other counsel,
including Borrower's in-house counsel, as may be acceptable to the
Administrative Agent), dated the Closing Date and in form and substance
satisfactory to the Administrative Agent and its counsel.

                  6.1.5. Legal Details.

                           All legal details and proceedings in connection with
the transactions contemplated by this Agreement and the other Loan Documents
shall be in form and substance satisfactory to the Administrative Agent and
counsel for the Administrative Agent, and the Administrative Agent shall have
received all such other counterpart originals or certified or other copies of
such documents and proceedings in connection with such transactions, in form and

                                     - 66 -
<PAGE>

substance satisfactory to the Administrative Agent and said counsel, as the
Administrative Agent or said counsel may reasonably request.

                  6.1.6. Payment of Fees.

                           The Borrower shall have paid or caused to be paid to
the Administrative Agent for itself and for the account of the Banks to the
extent not previously paid, all commitment and other fees accrued through the
Closing Date and the costs and expenses for which the Administrative Agent and
the Banks are entitled to be reimbursed.

                  6.1.7. Consents.

                           All material consents required to effectuate the
transactions contemplated hereby as set forth on Schedule 5.1.13 shall have been
obtained.

                  6.1.8. Officer's Certificate Regarding MACs.

                           Since January 31, 2004, no Material Adverse Change
shall have occurred; prior to the Closing Date, except as otherwise noted on the
certificate noted below, there shall have been no material change in the
management of any Loan Party; and there shall have been delivered to the
Administrative Agent for the benefit of each Bank a certificate dated the
Closing Date and signed by the Chief Executive Officer, President or Chief
Financial Officer of each Loan Party to each such effect.

                  6.1.9. No Violation of Laws.

                           The making of the Loans and the issuance of the
Letters of Credit shall not contravene any Law applicable to any Loan Party.

                  6.1.10. No Actions or Proceedings.

                           No action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain or prohibit, or to
obtain damages in respect of, this Agreement, the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby or which, in the
Administrative Agent's sole reasonable discretion, would make it inadvisable to
consummate the transactions contemplated by this Agreement or any of the other
Loan Documents.

                  6.1.11. Lien Searches.

                           The Administrative Agent shall have obtained copies
of record searches (including UCC searches and judgments, suits, taxes and other
lien searches), at the state level for each distribution center and warehouse
location of each applicable Loan Party and in each Loan Party's respective
jurisdiction of organization evidencing that no Liens exist against any Loan
Party except Permitted Liens or those Liens that are or will be released or
terminated in connection herewith.

                                     - 67 -
<PAGE>

                  6.1.12. Insurance Policies.

                           The Loan Parties shall have delivered a certificate
of insurance acceptable to the Administrative Agent that adequate insurance in
compliance with Section 7.1.3 [Maintenance of Insurance] is in full force and
effect and that all premiums then due thereon have been paid and that the
Administrative Agent on behalf of the Banks is entitled to thirty (30) days
prior notice of cancellation or material reduction in coverage on all such
policies.

                  6.1.13. Termination Statements: Release Statements and Other
Releases.

                           Evidence satisfactory to the Administrative Agent
that all necessary termination statements, release statements and other releases
in connection with all Liens (other than Permitted Liens) have been filed or
satisfactory arrangements have been made for such filing (including payoff
letters, if applicable, in form and substance satisfactory to the Administrative
Agent).

                  6.1.14. Repayment of Prohibited Indebtedness.

                           All Indebtedness not permitted under Section 7.2.1
[Indebtedness] including, but not limited to, amounts due under the Prior Loan
Documents shall have been paid in full and the Prior Loan Documents shall have
been terminated.

                  6.1.15. Redemption of the Prior Senior Notes.

                           The Prior Senior Notes shall have been redeemed and
terminated and all amounts due under the Prior Senior Notes shall have been paid
in full.

                  6.1.16. Debt Rating.

                           The Debt Rating of the Borrower's Indebtedness shall
not have been withdrawn at any time from September 15, 2004 through and
including the Closing Date.

                  6.1.17. Other Documents and Conditions.

                           The Loan Parties shall have delivered such other
documents and satisfied such other conditions as may reasonably be requested to
be submitted to the Administrative Agent or any Bank by the terms of this
Agreement or of any Loan Document or set forth on the closing checklist with
respect to the transactions contemplated by this Agreement.

         6.2 Each Additional Loan or Letter of Credit.

                  It shall be a condition precedent to the making any Loans or
issuing any Letters of Credit other than Loans made or Letters of Credit issued
on the Closing Date, that after giving effect to the proposed extensions of
credit: (i) the representations and warranties of the Loan Parties contained in
Section 5 [Representations and Warranties] and in the other Loan Documents shall
be true on and as of the date of such additional Loan or Letter of Credit with
the

                                     - 68 -
<PAGE>

same effect as though such representations and warranties had been made on and
as of such date (except representations and warranties which expressly relate
solely to an earlier date or time, which representations and warranties shall be
true and correct on and as of the specific dates or times referred to therein)
and the Loan Parties shall have performed and complied with all covenants and
conditions hereof; (ii) no Event of Default or Potential Default shall have
occurred and be continuing or shall exist; (iii) the making of the Loans or
issuance of such Letter of Credit shall not contravene any Law applicable to any
Loan Party or any of the Banks; and (iv) the Borrower shall have delivered to
the Administrative Agent a duly executed and completed Loan Request or
application for a Letter of Credit as the case may be.

                                  7. COVENANTS

         7.1 Affirmative Covenants.

                  The Loan Parties, jointly and severally, covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings, and interest thereon, expiration or termination of all
Letters of Credit, satisfaction of all of the Loan Parties' other Obligations
under the Loan Documents and termination of the Commitments, the Loan Parties
shall comply at all times with the following affirmative covenants:

                  7.1.1. Preservation of Existence, Etc.

                           Each Loan Party shall maintain its legal existence as
a corporation, limited partnership or limited liability company and its license
or qualification and good standing in each jurisdiction in which its ownership
or lease of property or the nature of its business makes such license or
qualification necessary, except to the extent that the failure to be so
qualified or licensed would not be reasonably likely to cause a Material Adverse
Change and as otherwise expressly permitted in Section 7.2.5 [Liquidations,
Mergers, Etc.].

                  7.1.2. Payment of Liabilities, Including Taxes, Etc.

                           Each Loan Party shall, and shall cause each of its
Subsidiaries to, duly pay and discharge all liabilities to which it is subject
or which are asserted against it, promptly as and when the same shall become due
and payable, including all taxes, assessments and governmental charges upon it
or any of its properties, assets, income or profits, prior to the date on which
penalties attach thereto, except to the extent that such liabilities, including
taxes, assessments or charges, are being contested in good faith and by
appropriate and lawful proceedings diligently conducted and for which such
reserve or other appropriate provisions, if any, as shall be required by GAAP
shall have been made, but only to the extent that failure to discharge any such
liabilities would not result in a Material Adverse Change, provided that the
Loan Parties and their Subsidiaries will pay all such liabilities forthwith upon
the commencement of proceedings to foreclose any Lien which may have attached as
security therefor.

                                     - 69 -
<PAGE>

                  7.1.3. Maintenance of Insurance.

                           Each Loan Party shall, and shall cause each Excluded
Active Subsidiary to, insure its properties and assets against loss or damage by
fire and such other insurable hazards as such assets are commonly insured
(including fire, extended coverage, property damage, workers' compensation,
public liability and business interruption insurance) and against other risks
(including errors and omissions) in such amounts as similar properties and
assets are insured by prudent companies in similar circumstances carrying on
similar businesses, and with reputable and financially sound insurers, including
self-insurance to the extent customary, all as reasonably determined by the
Administrative Agent. At the request of the Administrative Agent, the Loan
Parties shall deliver to the Administrative Agent (x) on the Closing Date and
annually thereafter an original certificate of insurance signed by the Loan
Parties' independent insurance broker describing and certifying as to the
existence of the insurance required to be maintained by this Agreement and the
other Loan Documents, and (y) from time to time a summary schedule indicating
all insurance then in force with respect to each of the Loan Parties.

                  7.1.4. Maintenance of Properties and Leases.

                           Each Loan Party shall, and shall cause each Excluded
Active Subsidiary to, maintain in good repair, working order and condition
(ordinary wear and tear excepted) in accordance with the general practice of
other businesses of similar character and size, all of those material properties
useful or necessary to its business, and from time to time, such Loan Party will
make or cause to be made all appropriate repairs, renewals or replacements
thereof to the extent that a failure to make such repairs, renewals or
replacements would be reasonably likely to cause a Material Adverse Change.

                  7.1.5. Maintenance of Patents, Trademarks, Etc.

                           Each Loan Party shall, and shall cause each Excluded
Active Subsidiary to, maintain in full force and effect all patents, trademarks,
service marks, trade names, copyrights, licenses, franchises, permits and other
authorizations necessary for the ownership and operation of its properties and
business if the failure so to maintain the same would constitute a Material
Adverse Change.

                  7.1.6. Visitation Rights.

                           Each Loan Party shall permit any of the officers or
authorized employees or representatives of the Administrative Agent or any of
the Banks to visit, no more than twice per year (unless an Event of Default has
occurred and is continuing), during normal business hours and inspect any of its
properties and to examine and make excerpts from its books and records and
discuss its business affairs, finances and accounts with its officers, all in
such detail and at such times and as often as any of the Banks may reasonably
request, provided that each Bank shall provide the Borrower and the
Administrative Agent with reasonable notice prior to any visit or inspection;
provided, further, that such visit or inspection shall be conducted during
normal business hours and shall not unreasonably interfere with the business or
operations of the applicable Loan Party and all information obtained or observed
during such visit or inspection

                                     - 70 -
<PAGE>

shall be subject to the confidentiality obligations in Section 10.12
[Confidentiality]. In the event any Bank desires to visit and inspect any Loan
Party, such Bank shall make a reasonable effort to conduct such visit and
inspection contemporaneously with any visit and inspection to be performed by
the Administrative Agent.

                  7.1.7. Keeping of Records and Books of Account.

                           The Parent shall, and shall cause each Subsidiary of
the Parent to, maintain and keep proper books of record and account which enable
the Parent and its Subsidiaries to issue financial statements in accordance with
GAAP and as otherwise required by applicable Laws of any Official Body having
jurisdiction over the Parent or any Subsidiary of the Parent, and in which full,
true and correct entries shall be made in all material respects of all its
dealings and business and financial affairs.

                  7.1.8. Plans and Benefit Arrangements.

                           The Borrower shall, and shall cause each other member
of the ERISA Group to, comply with ERISA, the Internal Revenue Code and other
applicable Laws applicable to Plans and Benefit Arrangements except where such
failure, alone or in conjunction with any other failure, would not result in a
Material Adverse Change. Without limiting the generality of the foregoing, the
Borrower shall cause all of its Plans and all Plans maintained by any member of
the ERISA Group to be funded in accordance with the minimum funding requirements
of ERISA and shall make, and cause each member of the ERISA Group to make, in a
timely manner, all contributions due to Plans, Benefit Arrangements, and, if
subsequently created, Multiemployer Plans and Multiple Employer Plans.

                  7.1.9. Compliance with Laws.

                           Each Loan Party shall, and shall cause each of its
Subsidiaries to, comply with all applicable Laws, including all Environmental
Laws, in all respects, provided that it shall not be deemed to be a violation of
this Section 7.1.9 [Compliance with Laws] if any failure to comply with any Law
would not result in fines, penalties, remediation costs, other similar
liabilities or injunctive relief which in the aggregate would reasonably be
expected to constitute a Material Adverse Change.

                  7.1.10. Use of Proceeds.

                           The Loan Parties will use the Letters of Credit and
the proceeds of the Loans for the purposes stated in Section 2.8 [Use of
Proceeds]. The Loan Parties shall not use the Letters of Credit or the proceeds
of the Loans for any purposes which contravenes any applicable Law or any
provision hereof.

                  7.1.11. Subordination of Intercompany Loans.

                           Each Loan Party shall cause any intercompany
Indebtedness, loans or advances owed by any Loan Party to any other Loan Party
to be subordinated pursuant to the terms of the Intercompany Subordination
Agreement.

                                     - 71 -
<PAGE>

                  7.1.12. Anti-Terrorism Laws.

                           The Loan Parties and their respective Affiliates and
agents shall not knowingly (i) conduct any business or engage in any transaction
or dealing with any Blocked Person, including the making or receiving of any
contribution of funds, goods or services to or for the benefit of any Blocked
Person, (ii) deal in, or otherwise engage in any transaction relating to, any
property or interests in property blocked pursuant to the Executive Order No.
13224; or (iii) engage in or conspire to engage in any transaction that evades
or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in the Executive Order No. 13224, the USA
Patriot Act or any other Anti-Terrorism Law. The Borrower shall deliver to Banks
any certification or other evidence requested from time to time by any Bank in
its sole reasonable discretion, confirming Borrower's compliance with this
Section 7.1.12 [Anti-Terrorism Laws].

         7.2 Negative Covenants.

                  The Loan Parties, jointly and severally, covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder
and termination of the Commitments, the Loan Parties shall comply with the
following negative covenants:

                  7.2.1. Indebtedness.

                           Each of the Loan Parties shall not at any time
create, incur, assume or suffer to exist any Indebtedness, except:

                                    (i) Indebtedness under the Loan Documents;

                                    (ii) Existing Indebtedness as set forth on
Schedule 7.2.1 (including any extensions or renewals thereof, provided there is
no increase in the amount thereof, or an increase in the effective interest rate
thereof, or an earlier maturity date for any payment payable thereunder, or the
provision of any security or guarantees therefor, or other significant change in
the terms thereof unless otherwise specified on Schedule 7.2.1);

                                    (iii) Capitalized leases as and to the
extent permitted under Section 7.2.14 [Capital Expenditures and Capital Leases];

                                    (iv) Indebtedness secured by Purchase Money
Security Interests or by security interests in proceeds granted in connection
with securities lending transactions or reverse repurchase agreements involving
United States Treasury bonds, provided that the aggregate amount as of any date
of all such Indebtedness permitted by this Section 7.2.1(iv) shall not exceed
Ten Million and 00/100 Dollars ($10,000,000.00);

                                    (v) Indebtedness of a Loan Party to another
Loan Party which is subordinated in accordance with the provisions of Section
7.1.11 [Subordination of Intercompany Loans];

                                     - 72 -
<PAGE>

                                    (vi) Any Bank-Provided Hedge or other
Qualified Hedge Agreement; and

                                    (vii) Unsecured Indebtedness; provided that

                                             (1) such Indebtedness is pari passu
in right of payment with the Indebtedness hereunder,

                                             (2) such Indebtedness complies with
Section 7.2.17 [Negative Pledges],

                                             (3) immediately prior to and after
giving effect to such Indebtedness, no Event of Default or Potential Default
shall have occurred hereunder, and

                                             (4) the Borrower shall comply with
Section 4.5.2 [Issuance of Other Indebtedness] in connection with the incurrence
by any Loan Party of such Indebtedness.

                  7.2.2. Liens.

                           Each of the Loan Parties shall not at any time
create, incur, assume or suffer to exist any Lien on any of its property or
assets, tangible or intangible, now owned or hereafter acquired, or agree or
become liable to do so, except Permitted Liens.

                  7.2.3. Guaranties.

                           Each of the Loan Parties shall not at any time,
directly or indirectly, become or be liable in respect of any Guaranty, or
assume, guarantee, become surety for, endorse or otherwise agree, become or
remain directly or contingently liable upon or with respect to any obligation or
liability of any other Person, except for:

                                    (i) existing Guaranties as set forth on
Schedule 7.2.3;

                                    (ii) Guaranties of Indebtedness of the Loan
Parties permitted in Section 7.2.1 [Indebtedness];

                                    (iii) other Guaranties to the extent the
Indebtedness represented by such Guaranties is permitted in Section 7.2.1
[Indebtedness]; and

                                    (iv) Guaranties by any Loan Party of the
obligations, to the extent not prohibited by this Agreement, of any other Loan
Party.

                  7.2.4. Loans and Investments.

                           Each of the Loan Parties shall not at any time make
or suffer to remain outstanding any loan or advance to, or purchase, acquire or
own any stock, bonds, notes or securities of, or any partnership interest
(whether general or limited) or limited liability company

                                     - 73 -
<PAGE>

interest in, or any other investment or interest in, or make any capital
contribution to, any other Person, or agree, become or remain liable to do any
of the foregoing, except:

                                    (i) trade credit extended on usual and
customary terms in the ordinary course of business;

                                    (ii) advances to employees to meet expenses
incurred by such employees in the ordinary course of business;

                                    (iii) Permitted Investments;

                                    (iv) loans, advances and investments to, or
in, a Loan Party;

                                    (v) other investments in an amount which
should not exceed One Hundred Twenty Five Million and 00/100 Dollars
($125,000,000.00) in the aggregate;

                                    (vi) investments in notes and other
securities received in settlement of overdue Indebtedness and accounts payable
owed to a Loan Party in the ordinary course of business and for amounts which,
individually and in the aggregate, are not material to the Loan Parties;

                                    (vii) investments in the nature of seller
financing or other consideration received in any disposition (including any
sale, lease, sale-leaseback, assignment or transfer) of assets or property by
any Loan Party, provided that the aggregate value of all such investments at any
time (based on the value at the time of acquisition thereof but reduced by
payments or other realization thereon) shall not exceed Ten Million and 00/100
Dollars ($10,000,000.00);

                                    (viii) investments in Bank-Provided Hedges
or Qualified Hedge Agreements;

                                    (ix) Permitted Acquisitions; and

                                    (x) investments in the Big Lots, Inc.
Supplemental Savings Plan and such other similar non-qualified plan as the Loan
Parties may create or enter into from time to time.

                  7.2.5. Liquidations, Mergers, Consolidations, Acquisitions.

                           Each of the Loan Parties shall not dissolve,
liquidate or wind-up its affairs, or become a party to any merger or
consolidation, or acquire by purchase, lease or otherwise all or substantially
all of the assets or capital stock of any other Person, provided that

                                    (i) any Loan Party other than the Borrower
may consolidate or merge into another Loan Party which is directly or indirectly
wholly-owned by one or more of the other Loan Parties,

                                     - 74 -
<PAGE>

                                    (ii) any Loan Party other than the Borrower
or the Parent may be dissolved, provided, that the assets of such Loan Party are
distributed to another Loan Party, and

                                    (iii) any Loan Party may acquire, whether by
purchase or by merger, (A) all or substantially all of the ownership interests
of another Person or (B) all or substantially all of the assets of another
Person or of a business or division of another Person (each a "Permitted
Acquisition"), provided that, unless such purchase is of inventory in the
ordinary course of business (which shall be a Permitted Acquisition but shall
not be subject to the requirements below), each of the following requirements is
met:

                                             (a) if a Loan Party is acquiring
the ownership interests in such Person, such Person shall, unless not required
by Section 7.2.8 [Subsidiaries, Partnerships, Etc.], execute a Guarantor Joinder
and such other documents required by Section 10.18 [Joinder of Guarantors] and
join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of
Guarantors] on or before the date of such Permitted Acquisition;

                                             (b) the board of directors or other
equivalent governing body of such Person shall have approved such Permitted
Acquisition and, if the Loan Parties shall use any portion of the Loans to fund
such Permitted Acquisition, the Loan Parties also shall have delivered to the
Banks written evidence of the approval of the board of directors (or equivalent
body) of such Person for such Permitted Acquisition;

                                             (c) the business acquired, or the
business conducted by the Person whose ownership interests are being acquired,
as applicable, shall be complementary to or substantially the same as one or
more line or lines of business conducted by the Loan Parties and shall comply
with Section 7.2.9 [Continuation of or Change in Business];

                                             (d) no Potential Default or Event
of Default shall exist immediately prior to and after giving effect to such
Permitted Acquisition; and

                                             (e) if the Consideration in
connection with any such Permitted Acquisition exceeds Twenty Five Million and
00/100 Dollars ($25,000,000.00), the Loan Parties shall demonstrate that they
shall be in compliance with the covenant contained in Section 7.2.15 [Maximum
Leverage Ratio] after giving effect to such Permitted Acquisition (including in
such computation Indebtedness or other liabilities assumed or incurred in
connection with such Permitted Acquisition) by delivering at least ten (10)
Business Days prior to such Permitted Acquisition a certificate in the form of
Exhibit 7.2.5 evidencing such compliance.

                  7.2.6. Dispositions of Assets or Subsidiaries.

                           None of the Loan Parties shall sell, convey, assign,
lease, abandon or otherwise transfer or dispose of, voluntarily or
involuntarily, any of its properties or assets, tangible or intangible, except:

                                     - 75 -
<PAGE>

                                    (i) transactions involving the sale of
inventory in the ordinary course of business;

                                    (ii) any sale, transfer or lease of
properties or assets in the ordinary course of business which are no longer
necessary or required in the conduct of such Loan Party's business;

                                    (iii) any sale, transfer or lease of
properties or assets by any Loan Party to another Loan Party;

                                    (iv) any sale, transfer or lease of
properties or assets in the ordinary course of business which are replaced by
substitute properties or assets acquired or leased within the parameters of
Section 7.2.14 [Capital Expenditures and Leases];

                                    (v) any sale or transfer by the Parent of
the capital stock or other equity interests of the Parent; or

                                    (vi) any sale, transfer or lease of
properties or assets, other than those specifically excepted pursuant to clauses
(i) through (v) above, provided that:

                                             (a) there shall not exist any Event
of Default or Potential Default immediately prior to and after giving effect to
such sale; and

                                             (b) the Loan Parties shall be in
compliance with all of the covenants herein applicable to any Loan Party and
with respect to any sale the proceeds of which exceed Ten Million and 00/100
Dollars ($10,000,000.00), the Borrower shall deliver a Compliance Certificate to
the Administrative Agent for the benefit of the Banks at least ten (10) Business
Days before such sale confirming the same.

                  7.2.7. Affiliate Transactions.

                           None of the Loan Parties shall enter into or carry
out any transaction with any Affiliates of any Loan Party (including purchasing
property or services from or selling property or services to any Affiliate of
any Loan Party) unless such transaction (a) is not otherwise prohibited by this
Agreement, (b) is entered into in the ordinary course of business upon fair and
reasonable arm's-length terms and conditions which, upon request, are fully
disclosed to the Administrative Agent and (c) is in accordance with all
applicable Law.

                  7.2.8. Subsidiaries, Partnerships and Joint Ventures; Excluded
Inactive Subsidiaries; Excluded Active Subsidiaries.

                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, own or create directly or indirectly any
Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a
Guarantor on the Closing Date; (ii) any Excluded Inactive Subsidiary; (iii) any
Excluded Active Subsidiary, or (iv) any Subsidiary formed or acquired after the
Closing Date which joins this Agreement as a Guarantor pursuant to Section 10.18
[Joinder of Guarantors]; provided, however, if such Subsidiary (a) is acquired
by a Loan Party or

                                     - 76 -
<PAGE>

Subsidiary of a Loan Party and is a Foreign Subsidiary or (b) is formed or
organized as a Foreign Subsidiary by a Loan Party or Subsidiary of a Loan Party
after the date of this Agreement, such Foreign Subsidiary shall not be required
to join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of
Guarantors] if the execution of a Guaranty Agreement or the Guarantor Joinder
would cause material adverse tax consequences to the Parent or the Borrower
under Section 956 of the Internal Revenue Code as demonstrated to the reasonable
satisfaction of the Administrative Agent.

                           Except for investments permitted by Section 7.2.4
hereof, each of the Loan Parties shall not become or agree to (1) become a
general or limited partner in any general or limited partnership, except that
the Loan Parties may be general or limited partners in other Loan Parties, (2)
become a member or manager of, or hold a limited liability company interest in,
a limited liability company, except that the Loan Parties may be members or
managers of, or hold limited liability company interests in, other Loan Parties,
or (3) become a joint venturer or hold a joint venture interest in any joint
venture. The Loan Parties shall not permit any Excluded Inactive Subsidiary to
acquire or hold any material assets, incur or suffer to exist any material
liabilities or to conduct any material business.

                  7.2.9. Continuation of or Change in Business.

                           None of the Loan Parties shall engage in any business
other than the distribution of and the wholesale and retail sale of general
merchandise, substantially as conducted and operated by such Loan Party during
the present fiscal year, and such Loan Party shall not permit any material
change in such business. This Section 7.2.9 [Continuation of Change in Business]
shall not prohibit the Parent, the Borrower or any Subsidiary thereof from
engaging in a business which provides services common to the retail or wholesale
trade in general merchandise to the Parent, the Borrower or any Subsidiary
thereof or to any Person engaged in the sale of general retail merchandise.

                  7.2.10. Plans and Benefit Arrangements.

                           Each of the Loan Parties shall not:

                                    (i) fail to satisfy the minimum funding
requirements of ERISA and the Internal Revenue Code with respect to any Plan;

                                    (ii) request a minimum funding waiver from
the Internal Revenue Service with respect to any Plan;

                                    (iii) engage in a Prohibited Transaction
with any Plan, Benefit Arrangement, Multiemployer Plan or Multiple Employer Plan
which, alone or in conjunction with any other circumstances or set of
circumstances resulting in liability under ERISA, would constitute a Material
Adverse Change;

                                    (iv) permit the funded current liability
percentage of each Plan to be less than the required percentage to satisfy the
full funding limitation, determined as of the

                                     - 77 -
<PAGE>

most recent actuarial valuation report for each Plan using the actuarial
assumptions required under Section 412 of the Internal Revenue Code for purposes
of funding;

                                    (v) fail to make when due any contribution
to any Multiemployer Plan or Multiple Employer Plan that the Borrower or any
member of the ERISA Group may be required to make under any agreement relating
to such Multiemployer Plan or Multiple Employer Plan, or any Law pertaining
thereto;

                                    (vi) withdraw (completely or partially) from
any Multiemployer Plan or withdraw (or be deemed under Section 4062(e) of ERISA
to withdraw) from any Multiple Employer Plan, where any such withdrawal is
likely to result in a Material Adverse Change;

                                    (vii) terminate, or institute proceedings to
terminate, any Plan, where such termination is likely to result in a Material
Adverse Change;

                                    (viii) make any amendment to any Plan with
respect to which security is required under Section 307 of ERISA except to the
extent that such amendment would not cause a Material Adverse Change; or

                                    (ix) fail to give any and all notices and
make all disclosures and governmental filings required under ERISA or the
Internal Revenue Code, where such failure is likely to result in a Material
Adverse Change.

                  7.2.11. Fiscal Year.

                           The Parent shall not, and shall not permit any
Subsidiary of the Parent to, change its fiscal year from the fifty-two
(52)/fifty-three (53) week fiscal year beginning on the Sunday closest to
February 1 of each calendar year and ending on the Saturday closest to January
31 of each calendar year.

                  7.2.12. Issuance of Stock or Other Equity Interests.

                           Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, issue any additional shares of its capital
stock or other equity interests or any options, warrants or other rights in
respect thereof other than to another Loan Party or Subsidiary of a Loan Party;
except for convertible bonds, characterized as Indebtedness issued by a Loan
Party and permitted to be issued pursuant to Section 7.2.1 hereof or the
issuance of capital stock, stock options, warrants or other equity interests or
derivatives issued in connection with compensation matters in the ordinary
course of business by the Parent or its Subsidiaries.

                  7.2.13. Changes in Organizational Documents.

                           Except in connection with the dissolution of a Loan
Party as permitted in Section 7.2.5(ii) [Liquidations, Mergers, Consolidations,
Acquisitions], each of the Loan Parties shall not amend in any material respect
its certificate or articles of incorporation, by-laws, certificate of limited
partnership, partnership agreement, certificate of formation, limited liability

                                     - 78 -
<PAGE>

company agreement or other organizational documents without providing at least
five (5) calendar days' prior written notice to the Administrative Agent and the
Banks and, in the event such change would be adverse to the Banks as determined
by the Administrative Agent in its sole reasonable discretion, obtaining the
prior written consent of the Required Banks.

                  7.2.14. Capital Expenditures and Capital Leases.

                           None of the Loan Parties shall make any payments in
any fiscal year on account of the purchase or lease of any assets which if
purchased would constitute fixed assets or which if leased would constitute a
capitalized lease exceeding One Hundred Fifty Million and 00/100 Dollars
($150,000,000.00) in any fiscal year, provided that if the Loan Parties expend
less than One Hundred Fifty-Million and 00/100 Dollars ($150,000,000.00) of
capital expenditures in any fiscal year the One Hundred Fifty Million and 00/100
Dollars ($150,000,000.00) limit shall be increased in the next fiscal year by
the excess of One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00)
over the amount so expended (the "Carryover Amount") (provided that such
Carryover Amount may not exceed Thirty-Seven Million Five Hundred Thousand and
00/100 Dollars ($37,500,000.00).

                  7.2.15. Maximum Leverage Ratio.

                           The Loan Parties shall not at any time permit the
Leverage Ratio, calculated as of the end of each fiscal quarter for the period
equal to the four (4) fiscal quarters then ended, to exceed the ratio set forth
below for the periods specified below:

<TABLE>
<CAPTION>
 Four (4) Consecutive Fiscal Quarters Ending (Nearest)
    of Each Year that this Agreement is in Effect)           Maximum Total Leverage Ratio
 ----------------------------------------------------        ----------------------------
<S>                                                          <C>
                  April 30                                         3.00 to 1.00
                  July 31                                          3.25 to 1.00
                 October 31                                        3.50 to 1.00
                 January 31                                        3.00 to 1.00
</TABLE>

                  7.2.16. Minimum Fixed Charge Coverage Ratio.

                           The Loan Parties shall not permit the Fixed Charge
Coverage Ratio, calculated as of October 31, 2004 and as of the end of each
fiscal quarter thereafter for the period equal to the four (4) fiscal quarters
then ended, to be less than 1.50 to 1.00.

                  7.2.17. Negative Pledges.

                           No Loan Party shall directly or indirectly enter into
or assume or become bound by, or permit any Subsidiary to enter into or assume
or become bound by, any agreement (other than this Agreement and the other Loan
Documents), or any provision of any certificate of

                                     - 79 -
<PAGE>

incorporation, bylaws, partnership agreement, operating agreement or other
organizational formation or governing document prohibiting the creation or
assumption of any Lien or encumbrance upon any such Loan Party's or Subsidiary's
properties, whether now owned or hereafter created or acquired, or otherwise
prohibiting or restricting any transaction contemplated hereby; provided that
the foregoing shall not apply to (i) restrictions and conditions imposed by any
Law or by any Loan Document, (ii) restrictions or conditions imposed by any
agreement relating to secured Indebtedness or other obligations permitted by
this Agreement but only to the extent such restriction or condition is limited
to the specific assets subject to a Permitted Lien, (iii) customary provisions
in leases or other agreements restricting assignment thereof, or (iv)
restrictions or conditions imposed by any agreement relating to the issuance by
any Loan Party of Indebtedness represented by publicly or privately placed notes
as permitted by Section 7.2.1(vii) of this Agreement.

         7.3 Reporting Requirements.

                  The Loan Parties, jointly and severally, covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder
and under the other Loan Documents and termination of the Commitments, the Loan
Parties will furnish or cause to be furnished to the Administrative Agent:

                  7.3.1. Quarterly Financial Statements.

                           As soon as available and in any event within
forty-five (45) calendar days after the end of each of the first three fiscal
quarters in each fiscal year of the Parent, unaudited financial statements of
the Parent, consisting of: (i) a consolidated balance sheet as of the end of
such fiscal quarter and as of the end of the prior fiscal year; (ii) a
consolidated statement of operations for such fiscal quarter and the
year-to-date period of the then-current fiscal year, and for the corresponding
fiscal quarter and year-to-date period of the prior fiscal year; (iii) a
consolidated statement of shareholders' equity as of the end of such fiscal
quarter, as of the end of the corresponding fiscal quarter of the prior fiscal
year, and as of the end of the prior fiscal year; and (iv) a consolidated
statement of cash flows for the year-to-date period of the then-current fiscal
year and the corresponding year-to-date period of the prior fiscal year. Each of
the aforementioned financial statements shall be in reasonable detail and
certified (subject to normal year-end audit adjustments) by the Chief Executive
Officer, President or Chief Financial Officer of the Parent as having been
prepared in accordance with GAAP. The Loan Parties will be deemed to have
complied with the delivery requirements of this Section 7.3.1 if, within
forty-five (45) calendar days after the end of each of the first three fiscal
quarters in each fiscal year of the Parent, the Parent delivers to the
Administrative Agent a copy of its Form 10-Q as filed with the SEC and the
financial statements contained therein meet the requirements described in this
Section.

                                     - 80 -
<PAGE>

                  7.3.2. Annual Financial Statements.

                           As soon as available and in any event within ninety
(90) days after the end of each fiscal year of the Parent, financial statements
of the Parent consisting of a consolidated balance sheet as of the end of such
fiscal year, and related consolidated statements of operations, shareholders'
equity and cash flows for the fiscal year then ended, all in reasonable detail
and setting forth in comparative form the financial statements as of the end of
and for the preceding fiscal year, and audited by independent certified public
accountants of nationally recognized standing. The Loan Parties shall deliver
with such financial statements a certifying letter of such accountants to the
Administrative Agent for the benefit of each Bank which shall: (i) be to the
effect that such consolidated financial statements fairly present in all
material respects the financial condition and results of operations of the
Parent and its Subsidiaries on a consolidated basis in accordance with GAAP,
(ii) not contain a "going concern" or like qualification or exception, (iii) not
contain a qualification or exception as to the scope of such audit (other than
as is customary), and (iv) not indicate the occurrence or existence of any
event, condition or contingency which would materially impair the prospect of
payment or performance of any covenant, agreement or duty of any Loan Party
under any of the Loan Documents. In addition, such certifying letter shall
contain statements substantially (i) to the effect that, based upon their
ordinary and customary examination of the affairs of the Parent, performed in
connection with the preparation of such consolidated financial statements, and
in accordance with generally accepted auditing standards, they are not aware of
the existence of any condition or event which constitutes an Event of Default or
Potential Default or, if they are aware of such condition or event, stating the
nature thereof and confirming the Parent's calculations with respect to the
certificate to be delivered pursuant to Section 7.3.3 [Certificate of the
Borrower and the Parent] with respect to such financial statements and (ii) to
the effect that the Banks are intended to rely upon such accountant's audit of
the annual financial statements and that such accountants authorize the Loan
Parties to deliver such certifying letter to the Banks on such accountants'
behalf. The Loan Parties will be deemed to have complied with the delivery
requirements of this Section 7.3.2 if, within ninety (90) days after the end of
each fiscal year of the Parent, the Parent delivers to the Administrative Agent
(i) a copy of its Form 10-K as filed with the SEC and the financial statements
contained therein meet the requirements described in this Section and (ii) the
certifying letter of accountants as described above.

                  7.3.3. Certificate of the Borrower and the Parent.

                           Concurrently with the financial statements of the
Parent furnished to the Administrative Agent for the benefit of the Banks
pursuant to Sections 7.3.1 [Quarterly Financial Statements] and 7.3.2 [Annual
Financial Statements], a certificate (each a "Compliance Certificate") of the
Borrower and the Parent signed by the Chief Executive Officer, President or
Chief Financial Officer of the Borrower and the Parent, in the form of Exhibit
7.3.3, to the effect that, except as described pursuant to Section 7.3.4 [Notice
of Default], (i) the representations and warranties of the Loan Parties
contained in Section 5 [Representations and Warranties] and in the other Loan
Documents are true on and as of the date of such certificate with the same
effect as though such representations and warranties had been made on and as of
such date (except representations and warranties which expressly relate solely
to an earlier date or time) and the Loan Parties have performed and complied
with all covenants and conditions hereof, (ii) no

                                     - 81 -
<PAGE>

Event of Default or Potential Default exists and is continuing on the date of
such certificate and (iii) containing calculations in sufficient detail to
demonstrate compliance as of the date of such financial statements with all
financial covenants contained in Sections 7.2.14 [Capital Expenditures and
Leases, 7.2.15 [Maximum Leverage Ratio] and 7.2.16 [Minimum Fixed Charge
Coverage Ratio].

                  7.3.4. Notice of Default.

                           Promptly after any officer of any Loan Party has
learned of the occurrence of an Event of Default or Potential Default, a
certificate signed by the Chief Executive Officer, President or Chief Financial
Officer of such Loan Party setting forth the details of such Event of Default or
Potential Default and the action which such Loan Party proposes to take with
respect thereto.

                  7.3.5. Notice of Litigation.

                           Promptly after the commencement thereof, notice of
all actions, suits, proceedings or investigations before or by any Official Body
or any other Person against any Loan Party or Subsidiary of any Loan Party,
which involve a claim or series of claims, or which the Loan Party or Subsidiary
reasonably determines would be, in excess of Ten Million and 00/100 Dollars
($10,000,000.00) or which if adversely determined would constitute a Material
Adverse Change.

                  7.3.6. Certain Events.

                           Written notice to the Administrative Agent:

                                    (i) at least ten (10) Business Days prior
thereto, with respect to any proposed sale or transfer of assets pursuant to
Section 7.2.6(vi) [Dispositions of Assets or Subsidiaries]; and

                                    (ii) within the time limits set forth in
Section 7.2.13 [Changes in Organizational Documents], any material amendment to
the organizational documents of any Loan Party.

                  7.3.7. Notice of Change in Debt Rating.

                           Within two (2) Business Days after Standard & Poor's
or Moody's announces a change in the Borrower's Debt Rating, notice of such
change. Borrower will deliver together with such notice a copy of any written
notification which Borrower received from the applicable rating agency regarding
such change of Debt Rating.

                  7.3.8. Budgets, Forecasts, Other Reports and Information.

                           Promptly upon their becoming available to the
Borrower:

                                     - 82 -
<PAGE>

                                    (i) any forecasts or projections of the
Parent, to be supplied not later than thirty (30) days prior to commencement of
the fiscal year to which any of the foregoing may be applicable,

                                    (ii) any reports including management
letters submitted to the Parent by independent accountants in connection with
any annual, interim or special audit,

                                    (iii) any reports, notices or proxy
statements generally distributed by the Parent to its stockholders on a date no
later than the date supplied to such stockholders,

                                    (iv) regular or periodic reports, including
Forms 10-K, 10-Q and 8-K, registration statements and prospectuses, filed by the
Parent with the SEC,

                                    (v) a copy of any order in any proceeding to
which the Parent or any of its Subsidiaries is a party issued by any Official
Body which could reasonably be expected to result in a Material Adverse Change,
and

                                    (vi) such other reports and information as
any of the Banks may from time to time reasonably request. The Borrower shall
also notify the Banks promptly of the enactment or adoption of any Law which may
result in a Material Adverse Change.

                  7.3.9. Notices Regarding Plans and Benefit Arrangements.

                           7.3.9.1 Certain Events.

                                    Promptly upon becoming aware of the
occurrence thereof, notice (including the nature of the event and, when known,
any action taken or threatened by the Internal Revenue Service or the PBGC with
respect thereto) of:

                                    (i) any Reportable Event with respect to the
Borrower or any other member of the ERISA Group (regardless of whether the
obligation to report said Reportable Event to the PBGC has been waived),

                                    (ii) any Prohibited Transaction which could
subject the Borrower or any other member of the ERISA Group to a material civil
penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed
by Section 4975 of the Internal Revenue Code in connection with any Plan, any
Benefit Arrangement or any trust created thereunder,

                                    (iii) any assertion of material withdrawal
liability with respect to any Multiemployer Plan or Multiple Employer Plan,

                                    (iv) any partial or complete withdrawal from
a Multiemployer Plan or Multiple Employer Plan by the Borrower or any other
member of the ERISA Group under Title IV of ERISA (or assertion thereof), where
such withdrawal is likely to result in material withdrawal liability,

                                     - 83 -
<PAGE>

                                    (v) any cessation of operations (by the
Borrower or any other member of the ERISA Group) at a facility in the
circumstances described in Section 4062(e) of ERISA,

                                    (vi) withdrawal by the Borrower or any other
member of the ERISA Group from a Multiple Employer Plan,

                                    (vii) a failure by the Borrower or any other
member of the ERISA Group to make a payment to a Plan required to avoid
imposition of a material Lien under Section 302(f) of ERISA,

                                    (viii) the adoption of an amendment to a
Plan requiring the provision of security to such Plan pursuant to Section 307 of
ERISA, or

                                    (ix) any change in the actuarial assumptions
or funding methods used for any Plan, where the effect of such change is to
materially increase or materially reduce the unfunded benefit liability or
obligation to make periodic contributions.

                           7.3.9.2 Notices of Involuntary Termination and Annual
Reports.

                                    Promptly after receipt thereof, copies of
(a) all notices received by the Borrower or any other member of the ERISA Group
of the PBGC's intent to terminate any Plan administered or maintained by the
Borrower or any member of the ERISA Group, or to have a trustee appointed to
administer any such Plan; and (b) at the request of the Administrative Agent or
any Bank each annual report (IRS Form 5500 series) and all accompanying
schedules, the most recent actuarial reports, the most recent financial
information concerning the financial status of each Plan administered or
maintained by the Borrower or any other member of the ERISA Group, and schedules
showing the amounts contributed to each such Plan by or on behalf of the
Borrower or any other member of the ERISA Group in which any of their personnel
participate or from which such personnel may derive a benefit, and each Schedule
B (Actuarial Information) to the annual report filed by the Borrower or any
other member of the ERISA Group with the Internal Revenue Service with respect
to each such Plan.

                           7.3.9.3 Notice of Voluntary Termination.

                                    Promptly upon the filing thereof, copies of
any Form 5310, or any successor or equivalent form to Form 5310, filed with the
PBGC in connection with the termination of any Plan.

                                   8. DEFAULT

         8.1 Events of Default.

                  An Event of Default shall mean the occurrence or existence of
any one or more of the following events or conditions (whatever the reason
therefor and whether voluntary, involuntary or effected by operation of Law):

                                     - 84 -
<PAGE>

                  8.1.1. Payments Under Loan Documents.

                           The Borrower shall fail to pay (i) any principal of
any Loan (including scheduled installments, mandatory prepayments or the payment
due at maturity), Reimbursement Obligation or Letter of Credit Borrowing when
such principal is due hereunder or (ii) shall fail to pay any interest on any
Loan, Reimbursement Obligation or Letter of Credit Borrowing or any other amount
owing hereunder or under the other Loan Documents within three (3) Business Days
after such interest or other amount becomes due in accordance with the terms
hereof or thereof (whether at stated maturity, by acceleration or otherwise);

                  8.1.2. Breach of Warranty.

                           Any representation or warranty made at any time by
any of the Loan Parties herein or by any of the Loan Parties in any other Loan
Document, or in any certificate, other instrument or statement furnished
pursuant to the provisions hereof or thereof, shall prove to have been false or
misleading in any material respect as of the time it was made or furnished;

                  8.1.3. Breach of Negative Covenants or Visitation Rights.

                           Any of the Loan Parties shall default in the
observance or performance of any covenant contained in Section 7.1.3
[Maintenance of Insurance], Section 7.1.6 [Visitation Rights] or Section 7.2
[Negative Covenants];

                  8.1.4. Breach of Other Covenants.

                           Any of the Loan Parties shall default in the
observance or performance of any other covenant, condition or provision hereof
or of any other Loan Document and such default shall continue unremedied for a
period of ten (10) Business Days after any officer of any Loan Party becomes
aware of the occurrence thereof (such grace period to be applicable only in the
event such default can be remedied by corrective action of the Loan Parties as
determined by the Administrative Agent in its sole reasonable discretion);

                  8.1.5. Defaults in Other Agreements or Indebtedness.

                           A default or event of default shall occur at any time
under the terms of any other agreement involving Indebtedness under which any
Loan Party may be obligated as a borrower or guarantor in excess of Fifteen
Million and 00/100 Dollars ($15,000,000.00) in the aggregate, and such breach,
default or event of default consists of the failure to pay (beyond any period of
grace permitted with respect thereto, whether waived or not) any Indebtedness
when due (whether at stated maturity, by acceleration or otherwise) or if such
breach or default permits or causes the acceleration of any Indebtedness
(whether or not such right shall have been waived) or the termination of any
commitment to lend;

                  8.1.6. Final Judgments or Orders.

                           Any final judgments or orders for the payment of
money in excess of Fifteen Million and 00/100 Dollars ($15,000,000.00) in the
aggregate shall be entered against any

                                     - 85 -
<PAGE>

Loan Party by a court having jurisdiction in the premises, which judgment is not
discharged, vacated, bonded or stayed pending appeal within a period of sixty
(60) days from the date of entry;

                  8.1.7. Loan Document Unenforceable.

                           Any of the Loan Documents shall cease to be legal,
valid and binding agreements enforceable against the party executing the same or
such party's successors and assigns (as permitted under the Loan Documents) in
accordance with the respective terms thereof or shall in any way be terminated
(except in accordance with its terms) or become or be declared ineffective or
inoperative or shall in any way be challenged or contested by a Loan Party or
cease to give or provide the remedies, powers or privileges intended to be
created thereby;

                  8.1.8. Proceedings Against Assets.

                           Any of the Loan Parties' assets are attached, seized,
levied upon or subjected to a writ or distress warrant; or such come within the
possession of any receiver, trustee, custodian or assignee for the benefit of
creditors and the same is not cured within sixty (60) days thereafter;

                  8.1.9. Notice of Lien or Assessment.

                           A notice of Lien or assessment in excess of Ten
Million and 00/100 Dollars ($10,000,000.00) which is not a Permitted Lien is
filed of record with respect to all or any part of any of the Loan Parties'
assets by the United States, or any department, agency or instrumentality
thereof, or by any state, county, municipal or other governmental agency,
including the PBGC, or any taxes or debts owing at any time or times hereafter
to any one of these becomes payable and the same is not paid within thirty (30)
days after the same becomes payable;

                  8.1.10. Insolvency.

                           Any Loan Party ceases to be Solvent or admits in
writing its inability to pay its debts as they mature; provided that any Loan
Party which does not have any material assets and which does not conduct
business may dissolve in the ordinary course of its business and any Loan Party
may dissolve in accordance with Section 7.2.5(ii) [Liquidations, Mergers,
Consolidations, Acquisitions];

                  8.1.11. Events Relating to Plans and Benefit Arrangements.

                           Any of the following occurs: (i) any Reportable Event
which constitutes grounds for the termination of any Plan by the PBGC or the
appointment of a trustee to administer or liquidate any Plan, shall have
occurred and be continuing; (ii) proceedings shall have been instituted or other
action taken to terminate any Plan, or a termination notice shall have been
filed with respect to any Plan; (iii) a trustee shall be appointed to administer
or liquidate any Plan; (iv) the PBGC shall give notice of its intent to
institute proceedings to terminate any Plan or Plans or to appoint a trustee to
administer or liquidate any Plan; and, in the

                                     - 86 -
<PAGE>

case of the occurrence of (i), (ii), (iii), or (iv) above, the Administrative
Agent determines in good faith that the amount of the Loan Parties' liability is
likely to exceed ten percent (10%) of its consolidated tangible net worth; (v)
the Borrower or any member of the ERISA Group shall fail to make any
contributions when due to a Plan, Multiemployer Plan or Multiple Employer Plan;
(vi) the Borrower or any other member of the ERISA Group shall make any
amendment to a Plan with respect to which security is required under Section 307
of ERISA; (vii) the Borrower or any other member of the ERISA Group shall
withdraw completely or partially from a Multiemployer Plan or a Multiple
Employer Plan; (viii) the Borrower or any other member of the ERISA Group shall
withdraw (or shall be deemed under Section 4062(e) of ERISA to withdraw) from a
Multiple Employer Plan; or (ix) any applicable Law is adopted, changed or
interpreted by any Official Body with respect to or otherwise affecting one or
more Plans, Multiemployer Plans, Multiple Employer Plans or Benefit Arrangements
and, with respect to any of the events specified in (v), (vi), (vii), (viii) or
(ix), the occurrence of which would be reasonably likely to result in a Material
Adverse Change;

                  8.1.12. Cessation of Business.

                           Any Loan Party ceases to conduct its business as
contemplated, except as expressly permitted under Section 7.2.5 [Liquidations,
Mergers, Etc.] or 7.2.6 [Dispositions of Assets or Subsidiaries], or any Loan
Party is enjoined, restrained or in any way prevented by court order from
conducting all or any material part of its business and such injunction,
restraint or other preventive order is not dismissed within thirty (30) days
after the entry thereof;

                  8.1.13. Change of Control.

                           (i) Any person or group of persons (within the
meaning of Section 13(d) or 14(a) of the Securities Exchange Act of 1934, as
amended) shall have acquired beneficial ownership of (within the meaning of Rule
13d-3 promulgated by the SEC under said Act) thirty-three and one-third of one
percent (33.33%) or more of the voting capital stock of the Parent, or (ii)
within a period of twelve (12) consecutive calendar months, individuals who were
directors of the Parent on the first day of such period, together with any
directors whose election by such board of directors or whose nomination for
election by the shareholders was approved by a vote of the majority of the
directors then in office shall cease to constitute a majority of the board of
directors of the Parent.

                  8.1.14. Involuntary Proceedings.

                           A proceeding shall have been instituted in a court
having jurisdiction in the premises seeking a decree or order for relief in
respect of any Loan Party in an involuntary case under any applicable
bankruptcy, insolvency, reorganization or other similar Law now or hereafter in
effect, or for the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator, conservator (or similar official) of any Loan Party for
any substantial part of its property, or for the winding-up or liquidation of
its affairs, and such proceeding shall remain undismissed or unstayed and in
effect for a period of sixty (60) consecutive days or such court shall enter a
decree or order granting any of the relief sought in such proceeding; or

                                     - 87 -
<PAGE>

                  8.1.15. Voluntary Proceedings.

                           Any Loan Party shall commence a voluntary case under
any applicable bankruptcy, insolvency, reorganization or other similar law now
or hereafter in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or other similar official) of itself or for any
substantial part of its property or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any action in furtherance of any of the foregoing.

         8.2 Consequences of Event of Default.

                  8.2.1. Events of Default Other Than Bankruptcy or
Reorganization Proceedings.

                  If an Event of Default specified under Sections 8.1.1
[Payments Under Loan Documents] through 8.1.13 [Change of Control] shall occur
and be continuing, the Banks, the Issuing Letter of Credit Banks and the
Administrative Agent shall be under no further obligation to make Revolving
Credit Loans or Bid Loans or issue Letters of Credit, as the case may be, and
the Administrative Agent may, and upon the request of the Required Banks, shall
by written notice to the Borrower: (i) terminate the Commitments and thereupon
the Commitments shall be terminated and of no further force and effect, (ii)
declare the unpaid principal amount of the Revolving Credit Notes then
outstanding and all interest accrued thereon, any unpaid fees and all other
Indebtedness of the Borrower to the Banks hereunder and thereunder to be
forthwith due and payable, and the same shall thereupon become and be
immediately due and payable to the Administrative Agent for the benefit of each
Bank without presentment, demand, protest or any other notice of any kind, all
of which are hereby expressly waived, or (iii) require the Borrower to, and the
Borrower shall thereupon, deposit in a non-interest-bearing account with the
Administrative Agent, as cash collateral for its Obligations under the Loan
Documents, an amount equal to the maximum amount currently or at any time
thereafter available to be drawn on all outstanding Letters of Credit, and the
Borrower hereby pledges to the Administrative Agent and the Banks, and grants to
the Administrative Agent and the Banks a security interest in, all such cash as
security for such Obligations. Upon the curing of all existing Events of Default
to the satisfaction of the Required Banks, the Administrative Agent shall return
such cash collateral to the Borrower; and

                  8.2.2. Bankruptcy or Reorganization Proceedings.

                           If an Event of Default specified under Section 8.1.14
[Involuntary Proceedings] or 8.1.15 [Voluntary Proceedings] shall occur, the
Commitments shall automatically terminate and be of no further force and effect,
the Banks, the Issuing Letter of Credit Banks and the Administrative Agent shall
be under no further obligations to make Revolving Credit Loans or Bid Loans or
issue Letters of Credit, as the case may be, hereunder and the unpaid principal
amount of the Loans then outstanding and all interest accrued thereon, any
unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder
and

                                     - 88 -
<PAGE>

thereunder shall be immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived;
and

                  8.2.3. Set-off.

                           If an Event of Default shall occur and be continuing,
any Bank to whom any Obligation is owed by any Loan Party hereunder or under any
other Loan Document or any participant of such Bank which has agreed in writing
to be bound by the provisions of Section 9.13 [Equalization of Banks] and any
branch, Subsidiary or Affiliate of such Bank or participant anywhere in the
world shall have the right, in addition to all other rights and remedies
available to it, without notice to such Loan Party, to set-off against and apply
to the then unpaid balance of all the Loans and all other Obligations of the
Borrower and the other Loan Parties hereunder or under any other Loan Document
any debt owing to, and any other funds held in any manner for the account of,
the Borrower or such other Loan Party by such Bank or participant or by such
branch, Subsidiary or Affiliate, including all funds in all deposit accounts
(whether time or demand, general or special, provisionally credited or finally
credited, or otherwise) now or hereafter maintained by the Borrower or such
other Loan Party for its own account (but not including funds held in custodian
or trust accounts) with such Bank or participant or such branch, Subsidiary or
Affiliate. Such right shall exist whether or not any Bank or the Administrative
Agent shall have made any demand under this Agreement or any other Loan
Document, whether or not such debt owing to or funds held for the account of the
Borrower or such other Loan Party is or are matured or unmatured and regardless
of the existence or adequacy of any Guaranty or any other security, right or
remedy available to any Bank or the Administrative Agent; and

                  8.2.4. Suits, Actions, Proceedings.

                           If an Event of Default shall occur and be continuing,
and whether or not the Administrative Agent shall have accelerated the maturity
of Loans pursuant to any of the foregoing provisions of this Section 8.2
[Consequences of Event of Default], the Administrative Agent or any Bank, if
owed any amount with respect to the Committed Loans, may proceed to protect and
enforce its rights by suit in equity, action at law and/or other appropriate
proceeding, whether for the specific performance of any covenant or agreement
contained in this Agreement or the other Loan Documents, including as permitted
by applicable Law the obtaining of the ex parte appointment of a receiver, and,
if such amount shall have become due, by declaration or otherwise, proceed to
enforce the payment thereof or any other legal or equitable right of the
Administrative Agent or such Bank; and

                  8.2.5. Application of Proceeds.

                           From and after the date on which the Administrative
Agent has taken any action pursuant to this Section 8.2 [Consequences of Event
of Default] and until all Obligations of the Loan Parties have been paid in
full, any and all proceeds received by the Administrative Agent from the
exercise of any remedy by the Administrative Agent, shall be applied as follows:

                                     - 89 -
<PAGE>

                                    (i) first, to reimburse the Administrative
Agent, the Issuing Letter of Credit Banks and the Banks for out-of-pocket costs,
expenses and disbursements, including reasonable attorneys' and paralegals' fees
and legal expenses, incurred by the Administrative Agent, the Issuing Letter of
Credit Banks or the Banks in connection with collection of any Obligations of
any of the Loan Parties under any of the Loan Documents;

                                    (ii) second, to the repayment of all
Obligations then due and unpaid of the Loan Parties to the Banks incurred under
this Agreement or any of the other Loan Documents or a Bank-Provided Hedge,
whether of principal, interest, fees, expenses or otherwise, in such manner as
the Administrative Agent may determine in its discretion; and

                                    (iii) the balance, if any, as required by
Law.

                  8.2.6. Other Rights and Remedies.

                           In addition to all of the rights and remedies
contained in this Agreement or in any of the other Loan Documents, the
Administrative Agent shall have all of the rights and remedies under applicable
Law, all of which rights and remedies shall be cumulative and non-exclusive, to
the extent permitted by Law. The Administrative Agent may, and upon the request
of the Required Banks shall, exercise all post-default rights granted to the
Administrative Agent and the Banks under the Loan Documents or applicable Law.

         8.3 Right of Competitive Bid Loan Banks.

                           If any Event of Default shall occur and be
continuing, the Banks which have any Bid Loans then outstanding to the Borrower
(the "Bid Loan Banks") shall not be entitled to accelerate payment of the Bid
Loans or to exercise any right or remedy related to the collection of the Bid
Loans until the Commitments shall be terminated hereunder pursuant to Section
8.2 [Consequences of Event of Default]. Upon such a termination of the
Commitments: (i) references to Revolving Credit Loans in Section 8.2
[Consequences of Event of Default] shall be deemed to apply also to the Bid
Loans and the Bid Loan Banks shall be entitled to all enforcement rights given
to a holder of a Revolving Credit Loan in Section 8.2 [Consequences of Event of
Default], and (ii) the definition of Required Banks shall be changed as provided
in Section 1.1 [Certain Definitions] so that each Bank shall have voting rights
hereunder in proportion to its share of the total Loans outstanding.

                          9. THE ADMINISTRATIVE AGENT

         9.1 Appointment.

                  Each Bank hereby irrevocably designates, appoints and
authorizes National City to act as Administrative Agent for such Bank under this
Agreement and to execute and deliver or accept on behalf of each of the Banks
the other Loan Documents. Each Bank hereby irrevocably authorizes, and each
holder of any Note by the acceptance of a Note shall be deemed irrevocably to
authorize, the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and any other
instruments and agreements

                                     - 90 -
<PAGE>

referred to herein, and to exercise such powers and to perform such duties
hereunder as are specifically delegated to or required of the Administrative
Agent by the terms hereof, together with such powers as are reasonably
incidental thereto. National City agrees to act as the Administrative Agent on
behalf of the Banks to the extent provided in this Agreement.

         9.2 Delegation of Duties.

                  The Administrative Agent may perform any of its duties
hereunder by or through agents or employees (provided such delegation does not
constitute a relinquishment of its duties as Administrative Agent and the other
requirements set out in Section 9.11 [Banks in Their Individual Capacities] have
been fulfilled) subject to Sections 9.5 [Reimbursement of Administrative Agent
by Loan Parties, Etc.] and 9.6 [Exculpatory Provisions, Etc.], shall be entitled
to engage and pay for the advice or services of any attorneys, accountants or
other experts concerning all matters pertaining to its duties hereunder and to
rely upon any advice so obtained.

         9.3 Nature of Duties; Independent Credit Investigation.

                  The Administrative Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement and no
implied covenants, functions, responsibilities, duties, obligations, or
liabilities shall be read into this Agreement or otherwise exist. The duties of
the Administrative Agent shall be mechanical and administrative in nature; the
Administrative Agent shall not have by reason of this Agreement a fiduciary or
trust relationship in respect of any Bank; and nothing in this Agreement,
expressed or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of this Agreement except as
expressly set forth herein. Without limiting the generality of the foregoing,
the use of the term "agent" in this Agreement with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable Law.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties. Each Bank expressly acknowledges (i) that the
Administrative Agent has not made any representations or warranties to it and
that no act by the Administrative Agent hereafter taken, including any review of
the affairs of any of the Loan Parties, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Bank; (ii) that it
has made and will continue to make, without reliance upon the Administrative
Agent, its own independent investigation of the financial condition and affairs
and its own appraisal of the creditworthiness of each of the Loan Parties in
connection with this Agreement and the making and continuance of the Loans
hereunder; and (iii) except as expressly provided herein, that the
Administrative Agent shall have no duty or responsibility, either initially or
on a continuing basis, to provide any Bank with any credit or other information
with respect thereto, whether coming into its possession before the making of
any Loan or at any time or times thereafter.

         9.4 Actions in Discretion of Administrative Agent; Instructions From
             the Banks.

                  The Administrative Agent agrees, upon the written request of
the Required Banks, to take or refrain from taking any action of the type
specified as being within the Administrative

                                     - 91 -
<PAGE>

Agent's rights, powers or discretion herein, provided that the Administrative
Agent shall not be required to take any action which exposes the Administrative
Agent to personal liability or which is contrary to this Agreement or any other
Loan Document or applicable Law. In the absence of a request by the Required
Banks, the Administrative Agent shall have authority, in its sole discretion, to
take or not to take any such action, unless this Agreement specifically requires
the consent of the Required Banks or all of the Banks. Any action taken or
failure to act pursuant to such instructions or discretion shall be binding on
the Banks, subject to Section 9.6 [Exculpatory Provisions, Etc.]. Subject to the
provisions of Section 9.6 [Exculpatory Provisions, Etc.], no Bank shall have any
right of action whatsoever against the Administrative Agent as a result of the
Administrative Agent acting or refraining from acting hereunder in accordance
with the instructions of the Required Banks, or in the absence of such
instructions, in the absolute discretion of the Administrative Agent.

         9.5 Reimbursement and Indemnification of Administrative Agent by the
             Loan Parties.

                  Each Loan Party jointly, severally and unconditionally agrees
to pay or reimburse the Administrative Agent and hold the Administrative Agent
harmless against (a) liability for the payment of all reasonable out-of-pocket
costs, expenses and disbursements, including fees and expenses of counsel,
appraisers and environmental consultants, incurred by the Administrative Agent
(i) in connection with the development, negotiation, preparation, printing,
execution, administration, syndication, interpretation and performance of this
Agreement and the other Loan Documents, (ii) relating to any requested
amendments, waivers or consents pursuant to the provisions hereof, (iii) in
connection with the enforcement of this Agreement or any other Loan Document or
collection of amounts due hereunder or thereunder or the proof and allowability
of any claim arising under this Agreement or any other Loan Document, whether in
bankruptcy or receivership proceedings or otherwise, (iv) in any workout or
restructuring or in connection with the protection, preservation, exercise or
enforcement of any of the terms hereof or of any rights hereunder or under any
other Loan Document or in connection with any foreclosure, collection or
bankruptcy proceedings, and (v) in connection with any Environmental Complaint
threatened or asserted against the Administrative Agent or the Banks in any way
relating to or arising out of this Agreement or any other Loan Documents
(including the protection, preservation, exercise or enforcement of any of the
terms hereof or of any rights hereunder or under any other Loan Document or in
connection with any foreclosure, collection or bankruptcy proceedings or in any
workout or restructuring), and (b) all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against the Administrative Agent, in its capacity as such, in any way
relating to or arising out of (i) this Agreement or any other Loan Documents or
any action taken or omitted by the Administrative Agent hereunder or thereunder,
and (ii) any Environmental Complaint in any way relating to or arising out of
this Agreement or any other Loan Document or any action taken or omitted by the
Administrative Agent hereunder or thereunder, provided that no Loan Party shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements if the
same results from the Administrative Agent's gross negligence or willful
misconduct, or if the Borrower was not given notice of the subject claim and the
opportunity to participate in the defense thereof, at its expense (except that
each Loan Party shall remain liable to the extent such failure to give notice
does not result in a loss to such Loan Party), or if the

                                     - 92 -
<PAGE>

same results from a compromise or settlement agreement entered into without the
consent of the Borrower, which shall not be unreasonably withheld, delayed or
conditioned. In addition, the Loan Parties, jointly and severally, agree to
reimburse and pay all commercially reasonable out-of-pocket expenses of the
Administrative Agent's regular employees and agents engaged periodically to
perform audits of the Loan Parties' books, records and business properties.

         9.6 Exculpatory Provisions; Limitation of Liability.

                  Neither the Administrative Agent nor any of its directors,
officers, employees, agents, attorneys or Affiliates shall (a) be liable to any
Bank for any action taken or omitted to be taken by it or them hereunder, or in
connection herewith including pursuant to any Loan Document, unless caused by
its or their own gross negligence or willful misconduct, (b) be responsible in
any manner to any of the Banks for the effectiveness, enforceability,
genuineness, validity or the due execution of this Agreement or any other Loan
Documents or for any recital, representation, warranty, document, certificate,
report or statement herein or made or furnished under or in connection with this
Agreement or any other Loan Documents, or (c) be under any obligation to any of
the Banks to ascertain or to inquire as to the performance or observance of any
of the terms, covenants or conditions hereof or thereof on the part of the Loan
Parties, or the financial condition of the Loan Parties, or the existence or
possible existence of any Event of Default or Potential Default. No claim may be
made by any of the Loan Parties, any Bank, the Administrative Agent or any of
their respective Subsidiaries against the Administrative Agent, any Bank or any
of their respective directors, officers, employees, agents, attorneys or
Affiliates, or any of them, for any special, indirect or consequential damages
or, to the fullest extent permitted by Law, for any punitive damages in respect
of any claim or cause of action (whether based on contract, tort, statutory
liability, or any other ground) based on, arising out of or related to any Loan
Document or the transactions contemplated hereby or any act, omission or event
occurring in connection therewith, including the negotiation, documentation,
administration or collection of the Loans, and each of the Loan Parties, (for
itself and on behalf of each of its Subsidiaries), the Administrative Agent and
each Bank hereby waive, release and agree never to sue upon any claim for any
such damages, whether such claim now exists or hereafter arises and whether or
not it is now known or suspected to exist in its favor. Each Bank agrees that,
except for notices, reports and other documents expressly required to be
furnished to the Banks by the Administrative Agent hereunder or given to the
Administrative Agent for the account of or with copies for the Banks, the
Administrative Agent and each of its directors, officers, employees, agents,
attorneys or Affiliates shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Loan Parties which may come into the possession of the Administrative Agent
or any of its directors, officers, employees, agents, attorneys or Affiliates.

         9.7 Reimbursement and Indemnification of Administrative Agent by Banks.

                  Each Bank agrees to reimburse, indemnify defend and save the
Administrative Agent (to the extent not reimbursed by the Loan Parties and
without limiting the Obligation of any Loan Party to do so) in proportion to its
Ratable Share harmless from and against all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or

                                     - 93 -
<PAGE>

disbursements, including reasonable attorneys' fees and disbursements, and costs
of appraisers and environmental consultants, of any kind or nature whatsoever
which may be imposed on, incurred by or asserted against the Administrative
Agent, in its capacity as such, in any way relating to or arising out of this
Agreement or any other Loan Documents or any action taken or omitted by the
Administrative Agent hereunder or thereunder, provided that no Bank shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements (a) if
the same results from the Administrative Agent's gross negligence or willful
misconduct, or (b) if such Bank was not given notice of the subject claim and
the opportunity to participate in the defense thereof, at its expense (except
that such Bank shall remain liable to the extent such failure to give notice
does not result in a loss to the Bank), or (c) if the same results from a
compromise and settlement agreement entered into without the consent of such
Bank, which shall not be unreasonably withheld. In addition, each Bank agrees
promptly upon demand to reimburse the Administrative Agent (to the extent not
reimbursed by the Loan Parties and without limiting the Obligation of any Loan
Party to do so) in proportion to its Ratable Share for all amounts due and
payable by the Loan Parties to the Administrative Agent in connection with the
Administrative Agent's periodic audit of the Loan Parties' books, records and
business properties.

         9.8 Reliance by Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon any
writing, facsimile, telex or teletype message, resolution, notice, consent,
certificate, letter, cablegram, statement, order or other document or
conversation by telephone or otherwise believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons, and upon
the advice and opinions of counsel and other professional advisers selected by
the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action hereunder unless it shall first be
indemnified to its satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.

         9.9 Notice of Default.

                  The Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Potential Default or Event of Default unless
the Administrative Agent has received written notice from a Bank or the Borrower
referring to this Agreement, describing such Potential Default or Event of
Default and stating that such notice is a "notice of Event of Default" or a
"notice of Potential Default", as the case may be.

         9.10 Notices.

                  The Administrative Agent shall promptly send to each Bank a
copy of all notices received from the Borrower pursuant to the provisions of
this Agreement or the other Loan Documents promptly upon receipt thereof. The
Administrative Agent shall promptly notify the Borrower and the other Banks of
each change in the Base Rate and the effective date thereof.

                                     - 94 -
<PAGE>

         9.11 Banks in Their Individual Capacities; Administrative Agent in its
              Individual Capacity.

                  With respect to the Revolving Credit Commitment, the Revolving
Credit Loans and any Bid Loans made by it and any other rights and powers given
to it as a Bank hereunder or under any of the other Loan Documents, the
Administrative Agent shall have the same rights and powers hereunder as any
other Bank and may exercise the same as though it were not the Administrative
Agent, and the term "Bank" and "Banks" shall, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity. National
City and its Affiliates and each of the Banks and their respective Affiliates
may, without liability to account, except as prohibited herein, make loans to,
issue letters of credit for the account of, acquire equity interests in, accept
deposits from, discount drafts for, act as trustee under indentures of, and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with, the Loan Parties and their Affiliates, in the case of
the Administrative Agent, as though it were not acting as Administrative Agent
hereunder and in the case of each Bank, as though such Bank were not a Bank
hereunder, in each case without notice to or consent of the other Banks. The
Banks acknowledge that, pursuant to such activities, the Administrative Agent or
its Affiliates may (i) receive information regarding the Loan Parties or any of
their Subsidiaries or Affiliates (including information that may be subject to
confidentiality obligations in favor of the Loan Parties or such Subsidiary or
Affiliate) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them, and (ii) accept fees and other
consideration from the Loan Parties for services in connection with this
Agreement and otherwise without having to account for the same to the Banks.

         9.12 Holders of Notes.

                  The Administrative Agent may deem and treat any payee of any
Note as the owner thereof for all purposes hereof unless and until written
notice of the assignment or transfer thereof shall have been filed with the
Administrative Agent and the other requirements set forth in Section 9.11 [Banks
in Their Individual Capacities] have been satisfied. Subject to the foregoing,
any request, authority or consent of any Person who at the time of making such
request or giving such authority or consent is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee or assignee of such
Note or of any Note or Notes issued in exchange therefor.

         9.13 Equalization of Banks.

                  The Banks and the holders of any participations in any Notes
agree among themselves that, with respect to all amounts received by any Bank or
any such holder for application on any Obligation hereunder or under any Note or
under any such participation, whether received by voluntary payment, by
realization upon security, by the exercise of the right of set-off or banker's
lien, by counterclaim or by any other non-pro rata source, equitable adjustment
will be made in the manner stated in the following sentence so that, in effect,
all such excess amounts will be shared ratably among the Banks and such holders
in proportion to their interests in payments under the Notes, except as
otherwise provided in Section 3.4.3 [Administrative Agent's and Bank's Rights],
4.4.2 [Replacement of a Bank] or 4.6 [Additional

                                     - 95 -
<PAGE>

Compensation in Certain Circumstances]. The Banks or any such holder receiving
any such amount shall purchase for cash from each of the other Banks an interest
in such Bank's Loans in such amount as shall result in a ratable participation
by the Banks and each such holder in the aggregate unpaid amount under the
Notes, provided that if all or any portion of such excess amount is thereafter
recovered from the Bank or the holder making such purchase, such purchase shall
be rescinded and the purchase price restored to the extent of such recovery,
together with interest or other amounts, if any, required by Law (including
court order) to be paid by the Bank or the holder making such purchase.

         9.14 Successor Administrative Agent.

                  The Administrative Agent (i) may resign as Administrative
Agent or (ii) shall resign if such resignation is requested by the Required
Banks (if the Administrative Agent is a Bank, the Administrative Agent's Loans
and its Commitment shall be considered in determining whether the Required Banks
have requested such resignation) or required by Section 4.4.2 [Replacement of a
Bank], in either case of (i) or (ii) by giving not less than thirty (30) days'
prior written notice to the Borrower. If the Administrative Agent shall resign
under this Agreement, then either (a) the Required Banks shall appoint from
among the Banks a successor agent for the Banks, subject to the consent of the
Borrower, such consent not to be unreasonably withheld, delayed or conditioned
or (b) if a successor agent shall not be so appointed and approved within the
thirty (30) day period following the Administrative Agent's notice to the Banks
of its resignation, then the Administrative Agent shall appoint, with the
consent of the Borrower, such consent not to be unreasonably withheld, delayed
or conditioned, a successor agent who shall serve as Administrative Agent until
such time as the Required Banks appoint and the Borrower consents to the
appointment of a successor agent, provided that the consent of the Borrower
shall not be required if any Event of Default then exists. Upon its appointment
pursuant to either clause (a) or (b) above, such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent, effective upon its
appointment, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement. After the resignation of any Administrative Agent hereunder, the
provisions of this Section 9 [The Administrative Agent] shall inure to the
benefit of such former Administrative Agent and such former Administrative Agent
shall not by reason of such resignation be deemed to be released from liability
for any actions taken or not taken by it while it was an Administrative Agent
under this Agreement.

         9.15 Bid Loan Processing Fee; Administrative Agent's Fee.

                  The Borrower shall pay to the Administrative Agent a
nonrefundable fee (the "Bid Loan Processing Fee) in connection with processing
Bid Loans and a nonreturnable fee (the "Administrative Agent's Fee") for the
Administrative Agent's services hereunder under the terms of a letter (the
"Administrative Agent's Letter") between the Borrower and Administrative Agent,
as amended from time to time.

                                     - 96 -
<PAGE>

         9.16 Availability of Funds.

                  The Administrative Agent may assume that each Bank has made or
will make the proceeds of a Loan available to the Administrative Agent unless
the Administrative Agent shall have been notified by such Bank on or before the
later of (1) the close of Business on the Business Day preceding the Borrowing
Date with respect to such Loan or two (2) hours before the time on which the
Administrative Agent actually funds the proceeds of such Loan to the Borrower
(whether using its own funds pursuant to this Section 9.16 [Availability of
Funds] or using proceeds deposited with the Administrative Agent by the Banks
and whether such funding occurs before or after the time on which Banks are
required to deposit the proceeds of such Loan with the Administrative Agent).
The Administrative Agent may, in reliance upon such assumption (but shall not be
required to), make available to the Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Bank, the Administrative Agent shall be entitled to recover such amount
on demand from such Bank (or, if such Bank fails to pay such amount forthwith
upon such demand from the Borrower) together with interest thereon, in respect
of each day during the period commencing on the date such amount was made
available to the Borrower and ending on the date the Administrative Agent
recovers such amount, at a rate per annum equal to (i) the Federal Funds
Effective Rate during the first three (3) days after such interest shall begin
to accrue and (ii) the applicable interest rate in respect of such Loan after
the end of such three-day period.

         9.17 Calculations.

                  In the absence of gross negligence or willful misconduct, the
Administrative Agent shall not be liable for any error in computing the amount
payable to any Bank whether in respect of the Loans, fees or any other amounts
due to the Banks under this Agreement. In the event an error in computing any
amount payable to any Bank is made, the Administrative Agent, the Borrower and
each affected Bank shall, forthwith upon discovery of such error, make such
adjustments as shall be required to correct such error, and any compensation
therefor will be calculated at the Federal Funds Effective Rate.

         9.18 No Reliance on Administrative Agent's Customer Identification
              Program.

                  Each Bank acknowledges and agrees that neither such Bank, nor
any of its Affiliates, participants or assignees, may rely on the Administrative
Agent to carry out such Bank's, Affiliate's, participant's or assignee's
customer identification program, or other obligations required or imposed under
or pursuant to the USA Patriot Act or the regulations thereunder, including the
regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the
"CIP Regulations"), or any other Anti-Terrorism Law, including any programs
involving any of the following items relating to or in connection with any of
the Loan Parties, their Affiliates or their agents, the Loan Documents or the
transactions hereunder or contemplated hereby: (1) any identity verification
procedures, (2) any record keeping, (3) comparisons with government lists, (4)
customer notices or (5) other procedures required under the CIP Regulations or
such other Laws.

                                     - 97 -
<PAGE>

         9.19 Beneficiaries.

                  Except as expressly provided herein, the provisions of this
Section 9 [The Administrative Agent] are solely for the benefit of the
Administrative Agent and the Banks, and the Loan Parties shall not have any
rights to rely on or enforce any of the provisions hereof. In performing its
functions and duties under this Agreement, the Administrative Agent shall act
solely as agent of the Banks and does not assume and shall not be deemed to have
assumed any obligation toward or relationship of agency or trust with or for any
of the Loan Parties.

         9.20 Syndication Agent and Documentation Agent.

                  The parties hereto acknowledge and agree that no Person shall
have, solely by reason of its designation as syndicated agent or documentation
agent, any power, duty, responsibility or liability whatsoever under this
Agreement or any other Loan Document.

                               10. MISCELLANEOUS

         10.1 Modifications, Amendments or Waivers.

                  With the written consent of the Required Banks, the
Administrative Agent, acting on behalf of all the Banks, and the Borrower, on
behalf of the Loan Parties, may from time to time enter into written agreements
amending or changing any provision of this Agreement or any other Loan Document
or the rights of the Banks or the Loan Parties hereunder or thereunder, or may
grant written waivers or consents to a departure from the due performance of the
Obligations of the Loan Parties hereunder or thereunder. Any such agreement,
waiver or consent made with such written consent shall be effective to bind all
the Banks and the Loan Parties; provided, that, without the written consent of
all the Banks, no such agreement, waiver or consent may be made which will:

                  10.1.1. Increase of Commitment; Extension of Expiration Date,

                           Increase the amount of the Revolving Credit
Commitment of any Bank hereunder or extend the Expiration Date;

                  10.1.2. Extension of Payment; Reduction of Principal Interest
or Fees; Modification of Terms of Payment.

                  Whether or not any Loans are outstanding, extend the time for
payment of principal or interest of any Loan (excluding the due date of any
mandatory prepayment of a Loan or any mandatory Commitment reduction in
connection with such a mandatory prepayment hereunder except for mandatory
reductions of the Commitments on the Expiration Date), the Facility Fee, the
Utilization Fee or any other fee payable to any Bank, or reduce the principal
amount of or the rate of interest borne by any Loan or reduce the Facility Fee,
the Utilization Fee or any other fee payable to any Bank, or otherwise affect
the terms of payment of the principal of or interest of any Loan, the Facility
Fee, the Utilization Fee or any other fee payable to any Bank;

                                     - 98 -
<PAGE>

                  10.1.3. Release of Guarantor.

                           Except in connection with the dissolution of a Loan
Party permitted pursuant to Section 7.2.5(ii) [Liquidations, Mergers,
Consolidations, Acquisitions], release any Guarantor from its Obligations under
the Guaranty Agreements or any other security for any of the Loan Parties'
Obligations; or

                  10.1.4. Miscellaneous.

                           Amend Section 4.2 [Pro Rata Treatment of Banks], 9.6
[Exculpatory Provisions, Etc.] or 9.13 [Equalization of Banks] or this Section
10.1 [Modifications, Amendments or Waivers], alter any provision regarding the
pro rata treatment of the Banks, change the definition of Required Banks, or
change any requirement providing for the Banks or the Required Banks to
authorize the taking of any action hereunder;

provided, further, that no agreement, waiver or consent which would modify the
interests, rights or obligations of (i) the Administrative Agent in its capacity
as Administrative Agent shall be effective without the written consent of the
Administrative Agent or (ii) the Issuing Letter of Credit Banks in their
capacity as issuers of Letters of Credit shall be effective without the written
consent of the Issuing Letter of Credit Banks.

         10.2 No Implied Waivers; Cumulative Remedies; Writing Required.

                  No course of dealing and no delay or failure of the
Administrative Agent or any Bank in exercising any right, power, remedy or
privilege under this Agreement or any other Loan Document shall affect any other
or future exercise thereof or operate as a waiver thereof, nor shall any single
or partial exercise thereof or any abandonment or discontinuance of steps to
enforce such a right, power, remedy or privilege preclude any further exercise
thereof or of any other right, power, remedy or privilege. The rights and
remedies of the Administrative Agent and the Banks under this Agreement and any
other Loan Documents are cumulative and not exclusive of any rights or remedies
which they would otherwise have. Any waiver, permit, consent or approval of any
kind or character on the part of any Bank of any breach or default under this
Agreement or any such waiver of any provision or condition of this Agreement
must be in writing and shall be effective only to the extent specifically set
forth in such writing.

         10.3 Reimbursement and Indemnification of Banks by the Loan Parties;
              Taxes.

                  The Loan Parties, jointly and severally, agree unconditionally
upon demand to pay or reimburse to each Bank (other than the Administrative
Agent, as to which the Loan Parties' Obligations are set forth in Section 9.5
[Reimbursement of Administrative Agent By Loan Parties, Etc.]) and to save such
Bank harmless against (i) liability for the payment of all reasonable
out-of-pocket costs, expenses and disbursements (including fees and expenses of
counsel (including allocated costs of staff counsel) for each Bank except with
respect to (a) and (b) below), incurred by such Bank (a) in connection with the
negotiation, preparation, execution, administration and interpretation of this
Agreement, and other instruments and documents to be delivered hereunder, (b)
relating to any amendments, waivers or consents pursuant to the

                                     - 99 -
<PAGE>

provisions hereof, (c) in connection with the enforcement of this Agreement or
any other Loan Document, or collection of amounts due hereunder or thereunder or
the proof and allowability of any claim arising under this Agreement or any
other Loan Document, whether in bankruptcy or receivership proceedings or
otherwise, (d) in any workout or restructuring or in connection with the
protection, preservation, exercise or enforcement of any of the terms hereof or
of any rights hereunder or under any other Loan Document or in connection with
any foreclosure, collection or bankruptcy proceedings, and (e) in connection
with any Environmental Complaint threatened or asserted against the
Administrative Agent or the Banks in any way relating to or arising out of this
Agreement or any other Loan Documents (including the protection, preservation,
exercise or enforcement of any of the terms hereof or of any rights hereunder or
under any other Loan Document or in connection with any foreclosure, collection
or bankruptcy proceedings or in any workout or restructuring), or (ii) all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against such Bank, in its capacity as such,
in any way relating to or arising out of (y) this Agreement or any other Loan
Documents or any action taken or omitted by such Bank hereunder or thereunder
and (z) any Environmental Complaint in any way relating to or arising out of
this Agreement or any other Loan Document or any action taken or omitted by such
Bank hereunder or thereunder, provided that no Loan Party shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements (A) if the same
results from such Bank's gross negligence or willful misconduct, or (B) if the
Borrower was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that each Loan Party
shall remain liable to the extent such failure to give notice does not result in
a loss to such Loan Party), or (C) if the same results from a compromise or
settlement agreement entered into without the consent of the Borrower, which
shall not be unreasonably withheld. The Banks will attempt to minimize the fees
and expenses of legal counsel for the Banks which are subject to reimbursement
by the Borrower hereunder by considering the usage of one law firm to represent
the Banks and the Administrative Agent if appropriate under the circumstances.
In addition, the Banks hereby agree not to require that the Loan Parties pay to
the Banks an "amendment fee" in connection with any approval or consent that may
be provided by them to the Loan Parties pursuant to this Agreement in connection
with any amendment to this Agreement and the other Loan Documents required
solely as a result of the Loan Parties request to have a Guarantor become a
Borrower hereunder (the "Additional Borrower Amendment"); provided, however,
that the Loan Parties shall pay all reasonable costs and expenses incurred in
connection with the Additional Borrower Amendment as provided for above in this
Section 10.3. Each Loan Party, jointly and severally, agrees unconditionally to
pay all stamp, document, transfer, recording or filing taxes or fees and similar
impositions now or hereafter determined by the Administrative Agent or any Bank
to be payable in connection with this Agreement or any other Loan Document, and
each Loan Party, jointly and severally, agrees unconditionally to save the
Administrative Agent and the Banks harmless from and against any and all present
or future claims, liabilities or losses with respect to or resulting from any
omission to pay or delay in paying any such taxes, fees or impositions.

                                    - 100 -
<PAGE>

         10.4 Holidays.

                  Whenever payment of a Loan to be made or taken hereunder shall
be due on a day which is not a Business Day such payment shall be due on the
next Business Day (except as provided in Section 3.2 [Committed Loan Interest
Periods] with respect to Interest Periods under the Euro-Rate Option) and such
extension of time shall be included in computing interest and fees, except that
the Loans shall be due on the Business Day preceding the Expiration Date if the
Expiration Date is not a Business Day. Whenever any payment or action to be made
or taken hereunder (other than payment of the Loans) shall be stated to be due
on a day which is not a Business Day, such payment or action shall be made or
taken on the next following Business Day, and such extension of time shall not
be included in computing interest or fees, if any, in connection with such
payment or action.

         10.5 Funding by Branch, Subsidiary or Affiliate.

                  10.5.1. Notional Funding.

                           Each Bank shall have the right from time to time,
without notice to the Borrower, to deem any branch, Subsidiary or Affiliate
(which for the purposes of this Section 10.5 [Funding by Branch, Subsidiary or
Affiliate] shall mean any corporation or association which is directly or
indirectly controlled by or is under direct or indirect common control with any
corporation or association which directly or indirectly controls such Bank) of
such Bank to have made, maintained or funded any Loan to which the Euro-Rate
Option applies at any time, provided that immediately following (on the
assumption that a payment were then due from the Borrower to such other office),
and as a result of such change, the Borrower would not be under any greater
financial obligation pursuant to Section 4.6 [Additional Compensation in Certain
Circumstances] than it would have been in the absence of such change. Notional
funding offices may be selected by each Bank without regard to such Bank's
actual methods of making, maintaining or funding the Loans or any sources of
funding actually used by or available to such Bank.

                  10.5.2. Actual Funding.

                           Each Bank shall have the right from time to time to
make or maintain any Loan by arranging for a branch, Subsidiary or Affiliate of
such Bank to make or maintain such Loan subject to the last sentence of this
Section 10.5.2 [Actual Funding]. If any Bank causes a branch, Subsidiary or
Affiliate to make or maintain any part of the Loans hereunder, all terms and
conditions of this Agreement shall, except where the context clearly requires
otherwise, be applicable to such part of the Loans to the same extent as if such
Loans were made or maintained by such Bank, but in no event shall any Bank's use
of such a branch, Subsidiary or Affiliate to make or maintain any part of the
Loans hereunder cause such Bank or such branch, Subsidiary or Affiliate to incur
any cost or expenses payable by the Borrower hereunder or require the Borrower
to pay any other compensation to any Bank (including any expenses incurred or
payable pursuant to Section 4.6 [Additional Compensation in Certain
Circumstances]) which would otherwise not be incurred.

                                    - 101 -
<PAGE>

         10.6 Notices.

                  Any notice, request, demand, direction or other communication
(for purposes of this Section 10.6 [Notices] only, a "Notice" to be given to or
made upon any party hereto under any provision of this Agreement shall be given
or made by telephone or in writing (which includes means of electronic
transmission (i.e., "e-mail") or facsimile transmission or by setting forth such
Notice on a site on the World Wide Web (a "Website Posting") if Notice of such
Website Posting (including the information necessary to access such site) has
previously been delivered to the applicable parties hereto by another means set
forth in this Section 10.6 [Notices]) in accordance with this Section 10.6
[Notices]. Any such Notice must be delivered to the applicable parties hereto at
the addresses and numbers set forth under their respective names on Schedule
1.1(B) hereof or in accordance with any subsequent unrevoked Notice from any
such party that is given in accordance with this Section 10.6 [Notices]. Any
Notice shall be effective:

                           (i) In the case of hand-delivery, when delivered;

                           (ii) If given by mail, four (4) days after such
Notice is deposited with the United States Postal Service, with first-class
postage prepaid, return receipt requested;

                           (iii) In the case of a telephonic Notice, when a
party is contacted by telephone, if delivery of such telephonic Notice is
confirmed no later than the next Business Day by hand delivery, a facsimile or
electronic transmission, a Website Posting or overnight courier delivery of a
confirmatory notice (received at or before noon on such next Business Day);

                           (iv) In the case of a facsimile transmission, when
sent to the applicable party's facsimile machine's telephone number if the party
sending such Notice receives confirmation of the delivery thereof from its own
facsimile machine;

                           (v) In the case of electronic transmission, when
actually received;

                           (vi) In the case of a Website Posting, upon delivery
of a Notice of such posting (including the information necessary to access such
web site) by another means set forth in this Section 10.6 [Notices]; and

                           (vii) If given by any other means (including by
overnight courier), when actually received.

Any Bank giving a Notice to a Loan Party shall concurrently send a copy thereof
to the Administrative Agent, and the Administrative Agent shall promptly notify
the other Banks of its receipt of such Notice.

         10.7 Severability.

                  The provisions of this Agreement are intended to be severable.
If any provision of this Agreement shall be held invalid or unenforceable in
whole or in part in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or

                                    - 102 -
<PAGE>

unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.

         10.8 Governing Law.

                  Each Letter of Credit and Section 2.10 [Letter of Credit
Subfacility] shall be subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, as the same may be revised or amended from time to time,
and to the extent not inconsistent therewith, the internal laws of the State of
Ohio without regard to its conflict of laws principles, and the balance of this
Agreement shall be deemed to be a contract under the Laws of the State of Ohio
and for all purposes shall be governed by and construed and enforced in
accordance with the internal laws of the State of Ohio without regard to its
conflict of laws principles.

         10.9 Prior Understanding.

                  This Agreement and the other Loan Documents supersede all
prior understandings and agreements, whether written or oral, between the
parties hereto and thereto relating to the transactions provided for herein and
therein, including any prior confidentiality agreements and commitments.

         10.10 Duration; Survival.

                  All representations and warranties of the Loan Parties
contained herein or made in connection herewith shall survive the making of
Loans and issuance of Letters of Credit and shall not be waived by the execution
and delivery of this Agreement, any investigation by the Administrative Agent or
the Banks, the making of Loans, issuance of Letters of Credit, or payment in
full of the Loans. All covenants and agreements of the Loan Parties contained in
Sections 7.1 [Affirmative Covenants], 7.2 [Negative Covenants] and 7.3
[Reporting Requirements] herein shall continue in full force and effect from and
after the date hereof so long as the Borrower may borrow or request Letters of
Credit hereunder and until termination of the Commitments and payment in full of
the Loans and expiration or termination of all Letters of Credit. All covenants
and agreements of the Borrower contained herein relating to the payment of
principal, interest, premiums, additional compensation or expenses and
indemnification, including those set forth in the Notes, Section 4 [Payments]
and Sections 9.5 [Reimbursement of Administrative Agent by Loan Parties, Etc.],
9.7 [Reimbursement of Administrative Agent by Banks, Etc.] and 10.3
[Reimbursement of Banks by Loan Parties; Etc.], shall survive payment in full of
the Loans, expiration or termination of the Letters of Credit and termination of
the Commitments.

         10.11 Successors and Assigns.

                           (i) This Agreement shall be binding upon and shall
inure to the benefit of the Banks, the Administrative Agent, the Loan Parties
and their respective successors and assigns, except that none of the Loan
Parties may assign or transfer any of its rights and Obligations hereunder or
any interest herein except as otherwise provided in Section 7.2.5(i)

                                    - 103 -
<PAGE>

hereto. Each Bank may, at its own cost, make assignments of or sell
participations in all or any part of its Revolving Credit Commitments, its
interest as a participant in or as issuer of Letters of Credit Outstanding and
the Loans made by it to one or more Eligible Assignees, provided that any
assignment by a Bank to an Eligible Assignee other than an Affiliate of such
Bank may not be made in amounts less than the lesser of Five Million and 00/100
Dollars ($5,000,000.00) or the amount of the assigning Bank's Commitment, (2) a
Bank may assign an interest or sell a participation in less than one hundred
percent (100%) of its Commitments, Committed Loans or Bid Loans, provided that
such Bank sells an equal percentage interest or participation in each of its
Revolving Credit Commitment and Revolving Credit Loans, and (3) a Bank may
assign a Bid Loan to an Eligible Assignee only if it is simultaneously assigning
all or a portion of its Commitment to such Eligible Assignee or such Eligible
Assignee is already a Bank hereunder. In the case of an assignment, upon receipt
by the Administrative Agent of the Assignment and Assumption Agreement, the
Eligible Assignee shall have, to the extent of such assignment (unless otherwise
provided therein), the same rights, benefits and obligations as it would have if
it had been a signatory Bank hereunder, the Commitments shall be adjusted
accordingly, and upon surrender of any Revolving Credit Note subject to such
assignment, the Borrower shall execute and deliver a new Revolving Credit Note
to the Eligible Assignee in an amount equal to the amount of the Revolving
Credit Commitment assumed by it and a new Revolving Credit Note to the assigning
Bank in an amount equal to the Revolving Credit Commitment retained by it
hereunder. The assigning Bank shall surrender its Bid Note and the Borrower
shall execute and deliver to the Eligible Assignee (and to the assignor if the
assignor is assigning less than all of its Revolving Credit Commitments and Bid
Loans) a new Bid Note in the form of Exhibit 1.1(B) as appropriate. Any Bank
which assigns any or all of its Commitment or Loans to an Eligible Assignee
other than an Affiliate of such Bank shall pay to the Administrative Agent a
service fee in the amount of Three Thousand Five Hundred and 00/100 Dollars
($3,500.00) for each assignment. In the case of a participation, the participant
shall only have the rights specified in Section 8.2.3 [Set-off] (the
participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto and not to include any voting rights except with
respect to changes of the type referenced in Sections 10.1.1 [Increase of
Commitment, Etc.], 10.1.2 [Extension of Payment, Etc.], or 10.1.3 [Release of
Guarantor]), all of such Bank's obligations under this Agreement or any other
Loan Document shall remain unchanged, and all amounts payable by any Loan Party
hereunder or thereunder shall be determined as if such Bank had not sold such
participation.

                           (ii) Any Eligible Assignee or participant shall
deliver to the Borrower and the Administrative Agent the form of certificate
described in Section 10.17.1 [Tax Withholding Clause] relating to federal income
tax withholding. Each Bank may furnish any publicly available information
concerning any Loan Party or its Subsidiaries and any other information
concerning any Loan Party or its Subsidiaries in the possession of such Bank
from time to time to Eligible Assignees and participants (including prospective
Eligible Assignees or participants), provided that such Eligible Assignees and
participants agree to be bound by the provisions of Section 10.12
[Confidentiality].

                           (iii) Notwithstanding any other provision in this
Agreement, any Bank may at any time pledge or grant a security interest in all
or any portion of its rights under

                                    - 104 -
<PAGE>

this Agreement, its Notes and the other Loan Documents to any Federal Reserve
Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31
CFR Section 203.14 without notice to or consent of the Borrower or the
Administrative Agent. No such pledge or grant of a security interest shall
release the transferor Bank of its obligations hereunder or under any other Loan
Document.

                           (iv) The Administrative Agent shall, on behalf of the
Borrower, maintain at its Principal Office a copy of each Assignment and
Assumption Agreement delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Banks and the Commitment of, and
principal amount of the Loans owing to, each Bank from time to time. The entries
in the Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Guarantors, the Administrative Agent and the Banks shall treat
each Person whose name is recorded in the Register as the owner of the Loans and
any Notes evidencing such Loans recorded therein for all purposes of this
Agreement. Any assignment of any Loan shall be effective only upon appropriate
entries with respect thereto being made in the Register.

         10.12 Confidentiality.

                  10.12.1. General.

                           The Administrative Agent and the Banks each agree to
keep confidential all information obtained from the Parent or its Subsidiaries
which is nonpublic and confidential or proprietary in nature (including any
information the Parent or Subsidiary specifically designates as confidential),
except as provided below, and to use such information only in connection with
their respective capacities under this Agreement and for the purposes
contemplated hereby. The Administrative Agent and the Banks shall be permitted
to disclose such information (i) to their respective officers, directors,
employees, agents, outside legal counsel, accountants and other professional
advisors who need to know such information in connection with the administration
and enforcement of this Agreement, subject to agreement of such Persons to
maintain the confidentiality, (ii) to assignees and participants (including
prospective assignees and participants) as contemplated by Section 10.11
[Successors and Assigns], (iii) to the extent requested by any bank regulatory
authority, as otherwise required by applicable Law or by any subpoena or similar
legal process, or in connection with any investigation or proceeding arising out
of the transactions contemplated by this Agreement, provided that prior to such
disclosure the Borrower is given reasonable advance notice of such order and an
opportunity to object to such disclosure, provided further that no such notice
or opportunity shall be required if disclosure is required in connection with an
examination by a bank regulatory authority or is required in circumstances where
the applicable Official Body does not permit such notice or opportunity (it
being understood the Administrative Agent and the Banks, as applicable, will
inform such Official Body of the confidential nature of the confidential
information being disclosed), (iv) if it becomes publicly available other than
as a result of a breach of this Agreement or becomes available from a source not
known to be subject to confidentiality restrictions, or (v) if the Borrower
shall have consented to such disclosure.

                                    - 105 -
<PAGE>

                  10.12.2. Sharing Information With Affiliates of the Banks.

                           Each Loan Party acknowledges that from time to time
financial advisory, investment banking and other services may be offered or
provided to the Borrower or one or more of its Affiliates (in connection with
this Agreement or otherwise) by any Bank or by one or more Subsidiaries or
Affiliates of such Bank and each of the Loan Parties hereby authorizes each Bank
to share any information delivered to such Bank by such Loan Party and its
Subsidiaries pursuant to this Agreement, or in connection with the decision of
such Bank to enter into this Agreement, to any such Subsidiary or Affiliate of
such Bank, it being understood that any such Subsidiary or Affiliate of any Bank
receiving such information shall be bound by the provisions of Section 10.12.1
[General] as if it were a Bank hereunder. Such authorization shall survive the
repayment of the Loans and other Obligations and the termination of the
Commitments.

         10.13 Counterparts.

                  This Agreement may be executed by different parties hereto on
any number of separate counterparts, each of which, when so executed and
delivered, shall be an original, and all such counterparts shall together
constitute one and the same instrument.

         10.14 Administrative Agent's or Bank's Consent.

                  Unless otherwise provided herein, whenever the Administrative
Agent's or any Bank's consent is required to be obtained under this Agreement or
any of the other Loan Documents as a condition to any action, inaction,
condition or event, the Administrative Agent and each Bank shall be authorized
to give or withhold such consent in its sole and absolute discretion and to
condition its consent upon the giving of collateral, the payment of money or any
other matter.

         10.15 Exceptions.

                  The representations, warranties and covenants contained herein
shall be independent of each other, and no exception to any representation,
warranty or covenant shall be deemed to be an exception to any other
representation, warranty or covenant contained herein unless expressly provided,
nor shall any such exceptions be deemed to permit any action or omission that
would be in contravention of applicable Law.

         10.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL.

                  EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE
JURISDICTION OF THE COURT OF COMMON PLEAS OF FRANKLIN COUNTY, OHIO AND THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO, AND WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN
PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 10.6 [NOTICES] AND SERVICE SO
MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN
PARTY WAIVES ANY OBJECTION

                                    - 106 -
<PAGE>

TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN
AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE.
EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY WAIVE TRIAL BY
JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO THE FULL EXTENT
PERMITTED BY LAW.

         10.17 Certifications From Banks and Participants

                  10.17.1. Tax Withholding Clause.

                  Each Bank or assignee or participant of a Bank agrees that it
will deliver to each of the Borrower and the Administrative Agent two (2) duly
completed appropriate valid Withholding Certificates (as defined under Section
1.1441-1(c)(16) of the Income Tax Regulations (the "Regulations")) certifying
its status (i.e. U.S. or foreign person) and, if appropriate, making a claim of
reduced, or exemption from, U.S. withholding tax on the basis of an income tax
treaty or an exemption provided by the Internal Revenue Code. The term
"Withholding Certificate" means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form
W-8IMY and the related statements and certifications as required under Section
1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in Section
1.871-14(c)(2)(v) of the Regulations; or any other certificates under the
Internal Revenue Code or Regulations that certify or establish the status of a
payee or beneficial owner as a U.S. or foreign person. Each Bank, assignee or
participant shall deliver such valid Withholding Certificate as follows: (A)
each Bank which is a party hereto on the Closing Date shall deliver such valid
Withholding Certificate at least five (5) Business Days prior to the first date
on which any interest or fees are payable by the Borrower hereunder for the
account of such Bank; (B) each assignee or participant shall deliver such valid
Withholding Certificate at least five (5) Business Days before the effective
date of such assignment or participation (unless the Administrative Agent in its
sole discretion shall permit such assignee or participant to deliver such valid
Withholding Certificate less than five (5) Business Days before such date in
which case it shall be due on the date specified by the Administrative Agent).
Each Bank, assignee or participant further undertakes to deliver to each of the
Borrower and the Administrative Agent two (2) additional copies of such
Withholding Certificate (or a successor form) on or before the date that such
Withholding Certificate expires or becomes obsolete or after the occurrence of
any event requiring a change in the most recent Withholding Certificate so
delivered by it, and such amendments thereto or extensions or renewals thereof
as may be reasonably requested by the Borrower or the Administrative Agent.
Notwithstanding the submission of a Withholding Certificate claiming a reduced
rate of or exemption from U.S. withholding tax, the Administrative Agent shall
be entitled to withhold United States federal income taxes at the full thirty
percent (30%) withholding rate if in its reasonable judgment it is required to
do so under the due diligence requirements imposed upon a withholding agent
under Section 1.1441-7(b) of the Regulations. Further, the Administrative Agent
is indemnified under Section 1.1461-1(e) of the Regulations against any claims
and demands of any Bank or assignee or participant of a Bank for the amount of
any tax it deducts and withholds in accordance with regulations under Section
1441 of the Internal Revenue Code.

                                    - 107 -
<PAGE>

                  10.17.2. USA Patriot Act.

                  Each Bank or assignee or participant of a Bank that is not
incorporated under the Laws of the United States of America or a state thereof
(and is not excepted from the certification requirement contained in Section 313
of the USA Patriot Act and the applicable regulations because it is both (i) an
affiliate of a depository institution or foreign bank that maintains a physical
presence in the United States or foreign country, and (ii) subject to
supervision by a banking authority regulating such affiliated depository
institution or foreign bank) shall deliver to the Administrative Agent the
certification, or, if applicable, recertification, certifying that such Bank is
not a "shell" and certifying to other matters as required by Section 313 of the
USA Patriot Act and the applicable regulations: (1) within ten (10) days after
the Closing Date, and (2) as such other times as are required under the USA
Patriot Act.

         10.18 Joinder of Guarantors.

                  Any Subsidiary of the Parent which is required to join this
Agreement as a Guarantor pursuant to Section 7.2.8 [Subsidiaries, Partnerships
and Joint Ventures] and which has not yet done so shall execute and deliver to
the Administrative Agent (i) a Guarantor Joinder in substantially the form
attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join as a
Guarantor each of the documents to which the Guarantors are parties; and (ii)
documents in the forms described in Section 6.1 [First Loans] modified as
appropriate to relate to such Subsidiary. The Loan Parties shall deliver such
Guarantor Joinder and related documents to the Administrative Agent within ten
(10) Business Days after the date of (a) the filing of such Subsidiary's
articles of incorporation if the Subsidiary is a corporation, (b) the filing of
its certificate of limited partnership if it is a limited partnership or (c) if
it is an entity other than a limited partnership or corporation, its
organization.

                           [INTENTIONALLY LEFT BLANK]

                                    - 108 -
<PAGE>

         IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Agreement on the day and year first above
written.

BORROWER:                          BIG LOTS STORES, INC.

ATTEST:

By: /s/ Chadwick P. Reynolds       By: /s/ Joe R. Cooper
Name:  Chadwick P. Reynolds        Name:  Joe R. Cooper
Title: Assistant General Counsel   Title: Senior Vice President and Chief
       and Assistant Secretary            Financial Officer

GUARANTORS:
                                   BIG LOTS, INC.
                                   CAPITAL RETAIL SYSTEMS, INC.
                                   C.S. ROSS COMPANY
                                   CSC DISTRIBUTION, INC.
                                   MAC FRUGAL'S BARGAINSO CLOSE-OUTS, INC.
                                   PNS STORES, INC.
                                   WEST COAST LIQUIDATORS, INC.
                                   CLOSEOUT DISTRIBUTION, INC.
                                   MIDWESTERN HOME PRODUCTS, INC.
                                   INDUSTRIAL PRODUCTS OF NEW ENGLAND, INC.
                                   TOOL AND SUPPLY COMPANY OF NEW ENGLAND, INC.
                                   DURANT DC, LLC
                                   SONORAN LLC
                                   SAHARA LLC
                                   BLSI PROPERTY, LLC
                                   GREAT BASIN LLC

ATTEST:

By: /s/ Chadwick P. Reynolds       By: /s/ Joe R. Cooper
Name:  Chadwick P. Reynolds        Name:  Joe R. Cooper
Title: Assistant General Counsel   Title: Senior Vice President and Chief
       and Assistant Secretary            Financial  Officer

WITNESS:                           CONSOLIDATED PROPERTY  HOLDINGS, INC.

By: /s/ Seth Marks                 By: /s/ Charles W. Haubiel II
Print Name: Seth Marks             Name:  Charles W. Haubiel II
                                   Title: President and Secretary

<PAGE>

                                   PNC BANK, NATIONAL ASSOCIATION,
                                   as a Bank and as Syndication Agent

                                   By: /s/ Bruce A. Kintner

                                   Name:  Bruce A. Kintner

                                   Title: Vice President

                                   NATIONAL CITY BANK, as a Bank and as
                                   Administrative Agent

                                   By: /s/ Ralph A. Kaparos

                                   Name:  Ralph A. Kaparos

                                   Title: Senior Vice President

                                   WACHOVIA BANK, N.A., as a Bank and as
                                   Documentation Agent

                                   By: /s/ Martha M. Winters

                                   Name:  Martha M. Winters

                                   Title: Director

<PAGE>

                                   WELLS FARGO BANK, N.A.

                                   By: /s/ Steven M. Buehler

                                   Name:  Steven M. Buehler

                                   Title: Vice President

                                   By: /s/ Scott Miller

                                   Name:  Scott Miller

                                   Title: Vice President

                                   BANK OF AMERICA, N.A.

                                   By: /s/ Ross Evans

                                   Name:  Ross Evans

                                   Title: Vice President

                                   U.S. BANK, NATIONAL ASSOCIATION

                                   By: /s/ Jennifer Thurston

                                   Name:  Jennifer Thurston

                                   Title: AVP

                                   FIFTH THIRD BANK (CENTRAL OHIO)

                                   By: /s/ Kristie L. Nicolosi

                                   Name:  Kristie L. Nicolosi

                                   Title: Assistant Vice President

<PAGE>

                                   SUNTRUST BANK

                                   By: /s/ Molly J. Drennan

                                   Name:  Molly J. Drennan

                                   Title: Director

                                   HSBC BANK USA, National Association

                                   By: /s/ Ted Oexle

                                   Name:  Ted Oexle

                                   Title: First Vice President

                                   THE BANK OF NEW YORK

                                   By: /s/ Randolph E.J. Medrano

                                   Name:  Randolph E.J. Medrano

                                   Title: Vice President

                                   LASALLE BANK NATIONAL ASSOCIATION

                                   By: /s/ David Bacon

                                   Name:  David Bacon

                                   Title: Vice President

<PAGE>

                                   BANK OF TOKYO-MITSUBISHI, LTD.

                                   By: /s/ Shinichiro Munechika

                                   Name:  Shinichiro Munechika

                                   Title: Deputy General Manager

                                   THE HUNTINGTON NATIONAL BANK

                                   By: /s/ Mark A. Koscielski

                                   Name:  Mark A. Koscielski

                                   Title: Vice President

                                   GUARANTY BANK

                                   By: /s/ Scott L. Brewer

                                   Name:  Scott L. Brewer

                                   Title: SVP

                                   HIBERNIA BANK

                                   By: /s/ Andrew Booth

                                   Name:  Andrew Booth

                                   Title: Vice President
<PAGE>

                                 SCHEDULE 1.1(A)

                                 PRICING GRID--
                 VARIABLE PRICING AND FEES BASED ON DEBT RATING

                                   Page 1 of 2

<TABLE>
<CAPTION>
                                                                              COMMERCIAL           STANDBY
                             EURO-         FACILITY        UTILIZATION        LETTER OF           LETTER OF
               DEBT           RATE            FEE              FEE            CREDIT FEE          CREDIT FEE
LEVEL         RATING         MARGIN       PERCENTAGE       PERCENTAGE         PERCENTAGE          PERCENTAGE
-----         ------         ------       ----------       ----------         ----------          ----------
<S>        <C>               <C>          <C>              <C>                <C>                 <C>
            A- OR ABOVE
  I          OR A3 OR        0.300%         0.075%           0.125%             0.150%              0.300%
               ABOVE

  II       BBB+ OR Baa1      0.400%         0.100%           0.125%             0.200%              0.400%

 III        BBB OR Baa2      0.475%         0.150%           0.125%            0.2375%              0.475%

  IV       BBB- OR Baa3      0.700%         0.175%           0.125%             0.350%              0.700%

  V         BB+ OR Ba1       1.000%         0.250%           0.250%             0.500%              1.000%

             LOWER THAN
  VI          LEVEL V        1.375%         0.375%           0.250%            0.6875%              1.375%
</TABLE>

      For purposes of determining the Applicable Margin, the Applicable Facility
Fee Percentage, the Applicable Utilization Fee Percentage, the Applicable
Commercial Letter of Credit Fee Percentage and the Applicable Standby Letter of
Credit Fee Percentage:

      (a) Level IV shall apply on the Closing Date through the last day of the
fiscal quarter ending on or about April 30, 2005. Thereafter, the Applicable
Margin, the Applicable Facility Fee Percentage, the Applicable Utilization Fee
Percentage, the Applicable Commercial Letter of Credit Fee Percentage and the
Applicable Standby Letter of Credit Fee Percentage shall be computed based on
the applicable Debt Ratings then in effect.

<PAGE>

      (b) If a difference exists in the Debt Ratings of Moody's and Standard &
Poor's and the difference is only one level (for example if Moody's is Level III
and Standard & Poor's is Level II), the higher of such Debt Ratings (Standard &
Poor's in the example in the preceding parenthetical - Level II) will determine
the relevant pricing level.

      (c) If a difference exists in the Debt Ratings of Moody's and Standard &
Poor's and the difference is two or more levels (for example if Moody's is Level
IV and Standard & Poor's is Level II), the lower of such Debt Ratings (Moody's
in the example in the preceding parenthetical - Level IV) will determine the
relevant pricing level.

      (d) Any increase or decrease in the Applicable Margin, the Applicable
Facility Fee Percentage, the Applicable Utilization Fee Percentage, the
Applicable Commercial Letter of Credit Fee Percentage and the Applicable Standby
Letter of Credit Fee Percentage shall become effective as of the date on which
the applicable rating agency announces its change in the Debt Rating requiring
such an increase or decrease.

      (e) If only one rating agency provides a Debt Rating, that Debt Rating is
the only applicable Debt Rating.

<PAGE>

                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 1 of 4

        PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS

<TABLE>
<CAPTION>
                                                         AMOUNT OF
                                                      COMMITMENT FOR
                                                     REVOLVING CREDIT
                    BANK                                  LOANS                RATABLE SHARE
-------------------------------------------          ----------------          -------------
<S>                                                  <C>                       <C>
National City Bank
155 East Broad Street
Loc 16-0077
Columbus, OH  43251
Attn: Ralph Kaparos
Telephone: (614) 463-7296                             $ 57,500,000.00               11.5%
Telecopy: (614) 463-8572

PNC Bank, National Association

201 East Fifth Street
Cincinnati, OH  45202
Attn:  Bruce Kintner                                  $ 57,500,000.00               11.5%
Telephone: (513) 651-7189
Telecopy: (513) 651-8951

Wachovia Bank, N.A.
1339 Chestnut Street, PA 4843
Philadelphia, PA 19102
Attn: Martha Winters
Telephone: (267) 321-6714                             $ 50,000,000.00               10.0%
Telecopy: (267) 321-6700

Wells Fargo Bank, N.A.
230 West Monroe Street, 29th Floor
Chicago, IL 60606-4703
Attn: Steven M. Buehler
Telephone: (312) 553-6651                             $ 45,000,000.00                9.0%
Telecopy: (312) 553-4783
</TABLE>

<PAGE>

<TABLE>
<S>                                                   <C>                            <C>
Bank of America, N.A.
901 Main Street, 64th Floor
Dallas, TX 75202
Attn: Ross Evans
Telephone: (214) 209-0417                             $ 45,000,000.00                9.0%
Telecopy: (214) 209-1286

U.S. Bank, National Association
One US Bank Plaza, SL-MO
St. Louis, MO 63101
Attn: Jennifer Thurston
Telephone: (314) 418-1513                             $ 45,000,000.00                9.0%
Telecopy: (314) 418-3859

Fifth Third Bank (Central Ohio)
21 East State Street, 7th Floor
Columbus, OH 43215
Attn: Kristie Nicolosi
Telephone: (614) 744-7588                             $ 35,000,000.00                7.0%
Telecopy: (614) 744-5390

SunTrust Bank
303 Peachtree Street, 10th Floor
Atlanta, GA  30308
Attn: Tracy Wei
Telephone: (404) 532-0625                             $ 35,000,000.00                7.0%
Telecopy: (404) 588-8505

HSBC Bank USA, National Association
1 HSBC Center - Lobby Level
Buffalo, NY 14203
Attn: Douglas D. Smith
Telephone: (716) 847-7411                             $ 25,000,000.00                5.0%
Telecopy: (716) 855-0384

The Bank of New York
One Wall Street, 8th Floor
New York, NY 10286
Attn: Randy Medrano
Telephone: (212) 635-6804                             $ 25,000,000.00                5.0%
Telecopy: (212) 635-1483
</TABLE>

<PAGE>

<TABLE>
<S>                                                   <C>                           <C>
LaSalle Bank National Association
135 South LaSalle Street, Suite 241
Chicago, IL 60603
Attn: David Bacon
Telephone: (312) 904-4082                             $ 20,000,000.00                4.0%
Telecopy: (312) 904-0409

Bank of Tokyo-Mitsubishi, Ltd.
227 West Monroe Street
Suite 2300
Chicago, IL 60606
Attn: Neil Mesch                                      $ 20,000,000.00                4.0%
Telephone: (312) 696-4656
Telecopy: (312) 696-4535

The Huntington National Bank
41 South High Street
Columbus, OH 43215
Attn: John M. Leuhmann
Telephone: (614) 480-4400                             $ 17,500,000.00                3.5%
Telecopy: (614) 480-5791

Guaranty Bank
333 Clay Street, Suite 4400
Houston, TX 77002
Attn: Scott Brewer
Telephone: (713) 890-8859                             $ 15,000,000.00                3.0%
Telecopy: (713) 759-0765

Hibernia Bank
313 Carondelet Street, 6th Floor
New Orleans, LA 70130
Attn: Drew Booth
Telephone: (504) 533-3142                             $  7,500,000.00                1.5%
Telecopy: (504) 533-5344

         Total                                        $500,000,000.00                100%
</TABLE>

<PAGE>

                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 4 of 4

PART 2 - ADDRESSES FOR NOTICES TO BORROWER AND GUARANTORS:

ADMINISTRATIVE AGENT

Name: National City Bank
Address: 155 East Broad Street
Columbus, Ohio 43251
Attention: Ralph Kaparos
Telephone: (614) 463-7296
Telecopy: (614) 463-8572

BORROWER:

Name: Big Lots Stores, Inc.
Address: 300 Phillipi Road
Columbus, Ohio 43228-5311
Attention: Treasurer
Telephone: (614) 278-3716
Telecopy: (614) 278-6666

GUARANTORS:

If to less than all Guarantors:

Name: [Name of applicable Guarantor]
Address: 300 Phillipi Road
Columbus, Ohio 43228-5311
Attention: Treasurer
Telephone: (614) 278-3716
Telecopy: (614) 278-6666

If to all Guarantors:

Name: Big Lots Credit Agreement Guarantors
Address: 300 Phillipi Road
Columbus, Ohio 43228-5311
Attention: Treasurer
Telephone: (614) 278-3716
Telecopy: (614) 278-6666

<PAGE>

(Parent)

                                EXHIBIT 1.1(G)(2)

                                     FORM OF
                        GUARANTY AND SURETYSHIP AGREEMENT

      IN CONSIDERATION of credit granted or to be granted by PNC Bank, National
Association ("PNC"), National City Bank ("NCB") and various other financial
institutions from time to time (NCB, PNC and such other financial institutions
are each a "Bank" and collectively, the "Banks"), pursuant to that certain
Credit Agreement, dated of even date herewith, by and among Big Lots Stores,
Inc., an Ohio corporation (the "Debtor"), the Banks, the guarantors party
thereto (collectively, the "Guarantors"), PNC, as syndication agent for the
Banks, NCB, as administrative agent for the Banks (in such capacity, the
"Administrative Agent") and Wachovia Bank, N.A., as documentation agent for the
Banks (as may be amended, modified or supplemented from time to time, the
"Credit Agreement"), intending to be legally bound hereby, and to induce the
Banks to maintain or extend credit to the Debtor, Big Lots, Inc., an Ohio
corporation (the "Guarantor"), this 29th day of October, 2004, hereby jointly
and severally with each of the other Guarantors (as defined in the Credit
Agreement):

      1. Becomes an absolute and unconditional guarantor and surety as though it
was a primary obligor to the Administrative Agent and the Banks, their
respective successors, endorsees and assigns, for the prompt payment and
performance when due (whether at maturity, by declaration, acceleration or
otherwise) of all Obligations, including, without limitation, all extensions,
modifications, renewals thereof and substitutions therefor, whether absolute or
contingent, direct or indirect, matured or unmatured, sole, joint or several, of
any nature whatsoever, without regard to the validity, enforceability or
regularity thereof including, without limitation, continuing interest thereon in
accordance with the terms thereof and all expenses (including any reasonable
costs of legal expenses) incurred by the Administrative Agent or any Bank in
enforcing any rights with regard to or collecting against the Guarantor under
this Guaranty and Suretyship Agreement (this "Agreement") (hereinafter
collectively referred to as the "Debtor Liabilities"), whether or not such
Debtor Liabilities or any portion thereof shall hereafter be released or
discharged or is for any reason invalid or unenforceable (capitalized terms used
in this Agreement that are defined in the Credit Agreement shall have the
meanings assigned to them therein unless otherwise defined in this Agreement);

      2. Assents to all agreements made or to be made between the Administrative
Agent or any Bank and any other Person(s) liable, either absolutely or
contingently, on any of the Debtor Liabilities, including any and all such
agreements made by the Debtor and any co-maker, endorser, pledgor, surety or
guarantor (any such Person being hereinafter referred to as an "Obligor"), and
further agree that the Guarantor's liability hereunder shall not be reduced or
diminished by such agreements in any way;

      3. Consents and agrees that its obligations and liabilities hereunder
shall in no way be reduced, limited, waived or released if any other Person or
Persons is presently or in the future becomes a surety or guarantor in regard to
the Debtor Liabilities or any other liabilities among the Debtor, the
Administrative Agent and the Banks;

<PAGE>

      4. Consents that the Administrative Agent and the Banks may, at their
option, without in any way affecting the Guarantor's liability hereunder: (i)
exchange, surrender or release any or all collateral security of any
endorsement, guaranty or surety held by the Administrative Agent or the Banks
for any of the Debtor Liabilities; (ii) renew, extend, modify, supplement,
amend, release, alter or compromise the terms of any or all of the Debtor
Liabilities in accordance with the terms of the Credit Agreement; and (iii)
waive or fail to perfect the Administrative Agent's and the Banks' rights or
remedies against the Debtor or the collateral security for any of the Debtor
Liabilities; and

      CONTINUING GUARANTOR. This Agreement shall be a continuing one and shall
continue in full force and effect until (subject to the terms and conditions of
the Section of this Agreement entitled Bankruptcy of the Debtor), all Debtor
Liabilities and all other amounts payable under the Loan Documents have been
paid and performed in full, and all Commitments have terminated. Without
limiting the generality of the foregoing, the Guarantor hereby irrevocably
waives any right to terminate or revoke this Agreement.

      EXTENT OF GUARANTOR'S LIABILITY. This Agreement shall be and is intended
to be an absolute and unconditional guaranty and suretyship for the aggregate of
the Debtor Liabilities. The obligations of the Guarantor under this Agreement,
when construed collectively with the obligations of (i) Capital Retail Systems,
Inc., an Ohio corporation ("CRS"), C.S. Ross Company, an Ohio corporation
("CSR"), CSC Distribution, Inc., an Alabama corporation ("CSC"), Mac Frugal's
Bargains . Close-outs, Inc., a Delaware corporation ("MAC"), PNS Stores, Inc., a
California corporation ("PNS"), West Coast Liquidators, Inc., a California
corporation ("WCL"), Consolidated Property Holdings, Inc., a Nevada corporation
("CPH"), Closeout Distribution, Inc., a Pennsylvania corporation ("CD"),
Midwestern Home Products, Inc., a Delaware corporation ("MHP"), Industrial
Products of New England, Inc., a Maine corporation ("IPNE"), Tool and Supply
Company of New England, Inc., a Delaware corporation ("TSC"), Durant DC, LLC, a
Delaware limited liability company ("Durant"), Sonoran LLC, a Delaware limited
liability company ("Sonoran"), Sahara LLC, a Delaware limited liability company
("Sahara"), BLSI Property, LLC, a Delaware limited liability company ("BLSI")
and Great Basin LLC, a Delaware limited liability company ("GB") (CRS, CSR, CSC,
MAC, PNS, WCL, CPH, CD, MHP, IPNE, TSC, Durant, Sonoran, Sahara, BLSI and GB are
collectively, the "Subsidiary Guarantors") under the Guaranty and Suretyship
Agreement, dated of even date herewith, made by the Subsidiary Guarantors for
the benefit of the Administrative Agent and the Banks, and (ii) any other Person
that becomes a Guarantor in accordance with the terms of the Credit Agreement,
are intended to be the joint and several obligations of the Guarantor,
Subsidiary Guarantors and such other Persons that become Guarantors under the
Credit Agreement, and this Agreement, when construed in connection with such
other Guaranty and Suretyship Agreements, is intended to be an absolute and
unconditional guaranty and suretyship for the aggregate of the Debtor
Liabilities.

      UNCONDITIONAL LIABILITY. The Guarantor's liability hereunder is absolute
and unconditional and shall not be reduced, limited, waived, or released in any
way by reason of: (i) any failure of the Administrative Agent or any Bank to
obtain, retain, preserve, perfect or enforce any rights against any Person
(including without limitation, any Obligor) or in any property securing any or
all of the Debtor Liabilities; (ii) the invalidity or irregularity of any such
rights that the Administrative Agent and the Banks may attempt to obtain; (iii)
any delay in enforcing

                                       2.
<PAGE>

or any failure to enforce such rights, even if such rights are thereby lost;
(iv) any delay in making demand on any Obligor for payment or performance of any
or all of the Debtor Liabilities; or (v) from time to time, the payment in full
and subsequent incurring of any Debtor Liabilities.

      WAIVER. The Guarantor hereby waives all notice with respect to the present
existence or future incurrence of any Debtor Liabilities including, but not
limited to, the amount, terms and conditions thereof. The Guarantor hereby
consents to the taking of, or failure to take, from time to time, any action of
any nature whatsoever permitted by Law with respect to the Debtor Liabilities
and with respect to any rights against any Person or Persons (including, without
limitation, any Obligor), or in any property including, without limitation, any
renewals, extensions, modifications, postponements, compromises, indulgences,
waivers, surrenders, exchanges and releases, and the Guarantor will remain fully
liable hereunder notwithstanding any or all of the foregoing. The granting of an
express written release of the Guarantor's liability hereunder or any other
Obligor's liability shall be effective only with respect to the liability
hereunder of the Guarantor or Obligor who is specifically so expressly released
but shall in no way affect the liability hereunder of any other Guarantor or any
Obligor not so expressly released. The dissolution of the Guarantor or any other
Obligor shall in no way affect the liability hereunder or that of any other
Obligor. The Guarantor hereby expressly waives: (i) notices of acceptance
hereof; (ii) any presentment, demand, protest, notice of default in connection
with the Debtor Liabilities, dishonor or notice of dishonor; (iii) any right of
indemnification; and (iv) any defense arising by reason of any disability or
other defense whatsoever to the liability of the Debtor, or any other
circumstance which might otherwise constitute a defense available to, or in
discharge of, the Guarantor with respect to its obligations hereunder.

      No payment by the Guarantor shall entitle any Obligor, by subrogation,
contribution, indemnification or otherwise, to succeed to any of the rights of
the Administrative Agent and the Banks, including rights to any payment made on
account of the Debtor Liabilities, regardless of the source of such payment,
until all of the Debtor's obligations to the Administrative Agent and the Banks
under the Credit Agreement and the other Loan Documents are satisfied in full
and the Commitments are terminated. The Guarantor hereby waives any benefit of
and any right to participate in any collateral security now or hereafter held by
the Administrative Agent and the Banks or any failure or refusal by the
Administrative Agent and the Banks to perfect an interest in any collateral
security.

      BANKRUPTCY OF THE DEBTOR. Neither the Guarantor's obligations to make
payment in accordance with the terms of this Agreement nor any remedy for the
enforcement hereof shall be impaired, modified, changed, released or limited in
any manner whatsoever by the Debtor's bankruptcy or by any impairment,
modification, change, release or limitation of (i) the liability of the Debtor,
any Person assuming the obligations of the Debtor under the Credit Agreement or
any of the other Loan Documents or the Debtor's estate in bankruptcy or (ii) any
remedy for the enforcement of the Debtor Liabilities, either of which result
from the operation of any present or further provision of any bankruptcy act,
Law or equitable cause or from the decision of any court. The Guarantor agrees
that to the extent that the Debtor or any other Obligor makes a payment or
payments to the Administrative Agent or any Bank, which payment or payments or
any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be paid to a trustee, receiver or any
other Person under

                                       3.
<PAGE>

any bankruptcy act, Law or equitable cause, then to the extent of such payment,
the Debtor Liabilities or part thereof intended to be satisfied shall be revived
and continued in full force and effect as if said payment had not been made.

      PAYMENT OF COSTS. In addition to all other liabilities of the Guarantor
hereunder, the Guarantor also agrees to pay to the Administrative Agent on
demand all reasonable costs and expenses (including reasonable attorneys' fees
and legal expenses) which may be incurred in the enforcement or collection of
the liabilities of the Guarantor hereunder.

      PRIMARY LIABILITY OF THE GUARANTOR. The Guarantor agrees that this
Agreement may be enforced by the Administrative Agent and the Banks without the
necessity at any time of resorting to or exhausting any other security or
collateral and without the necessity at any time of having recourse to the
Credit Agreement and the other Loan Documents, or any collateral now or
hereafter securing the Debtor Liabilities or otherwise, and the Guarantor hereby
waives the right to require the Administrative Agent and the Banks to proceed
against any other Obligor or to require the Administrative Agent and the Banks
to pursue any other remedy or enforce any other right. The Guarantor further
agrees that nothing contained herein shall prevent the Administrative Agent and
the Banks from suing on the Credit Agreement and the other Loan Documents, or
any of them, or foreclosing their Lien, if any, on any collateral hereafter
securing the Debtor Liabilities or from exercising any other rights available
under the Credit Agreement and the other Loan Documents, or any other instrument
of security if neither the Debtor nor the Guarantor timely satisfies the Debtor
Liabilities thereunder, and the exercise of any of the aforesaid rights and the
completion of any foreclosure proceedings shall not constitute a discharge of
any of the obligations of the Guarantor thereunder; it being the purpose and
intent of the Guarantor that the obligations of the Guarantor hereunder shall be
absolute, independent and unconditional. Neither the obligations of the
Guarantor under this Agreement nor any remedy for the enforcement thereof shall
be impaired, modified, changed or released in any manner whatsoever by an
impairment, modification, change, release or limitation of the liability of the
Debtor or by reason of the bankruptcy or insolvency of the Debtor. If
acceleration of the time for payment of any amount payable by the Debtor is
stayed upon the insolvency or bankruptcy of the Debtor, amounts otherwise
subject to acceleration under the terms of the Credit Agreement and the other
Loan Documents including, without limitation, interest at the rates set forth in
the Credit Agreement occurring after the date of such bankruptcy or insolvency,
shall nonetheless be payable by the Guarantor hereunder forthwith on demand by
the Administrative Agent. The Guarantor acknowledges that the term "Debtor
Liabilities" as used herein includes any payments made by the Debtor to the
Administrative Agent or the Banks and subsequently recovered by the Debtor or a
trustee for the Debtor pursuant to bankruptcy or insolvency proceedings.

      ACCELERATION OF THE GUARANTOR'S LIABILITIES. Upon the occurrence of any of
the following events, all of the Debtor Liabilities, at the Administrative
Agent's and the Banks' option, shall be deemed to be forthwith due and payable
for the purposes of this Agreement and for determining the liability of the
Guarantor hereunder, whether or not the Administrative Agent and the Banks have
any such rights against any other Obligor, and whether or not the Administrative
Agent and the Banks elect to exercise any rights or remedies against any other
Person or property including, without limitation, any other Obligor: (i) the
failure of the Guarantor to perform any covenant or obligation hereunder; (ii)
the occurrence of an Event of Default under the Credit Agreement which has not
been cured; (iii) except as otherwise

                                       4.
<PAGE>

permitted pursuant to the terms of the Credit Agreement, the sale of all or
substantially all of the assets, or change in ownership, or the dissolution,
merger, consolidation or reorganization of the Guarantor, (iv) any information
or signature heretofore or hereafter furnished to the Administrative Agent or
any Bank by the Guarantor, or delivered to the Administrative Agent or any Bank
by an Obligor in connection with any of the Debtor Liabilities, is materially
false or incorrect at the time when made; or (v) the failure of the Guarantor or
any Obligor to furnish the Administrative Agent and the Banks such financial and
other information as required by the Loan Documents.

      RIGHTS OF THE GUARANTOR. All rights and remedies of the Guarantor against
the Debtor or any property of the Debtor or any collateral security for any of
the Debtor Liabilities, whether arising by promissory note, subrogation,
security agreement, mortgage or otherwise, shall in all respects be and remain
subordinate and junior in right of payment and priority to the prior and
indefeasible payment in full to the Administrative Agent and the Banks of all
Debtor Liabilities and to the priority of the Administrative Agent and the Banks
in any property of the Debtor and any collateral security for any of the Debtor
Liabilities. Any amount which may have been paid to the Guarantor on account of
any indebtedness of the Debtor to the Guarantor, or on account of any
subrogation or other rights of the Guarantor against the Debtor, when all of the
Debtor Liabilities shall not have been indefeasibly paid in full, shall be held
by the undersigned in trust for the benefit of the Banks and shall forthwith be
paid to the Administrative Agent to be credited and applied upon the Debtor
Liabilities, whether matured or unmatured.

      NOTICE TO THE ADMINISTRATIVE AGENT AND THE BANKS BY THE GUARANTOR. Any
notice to the Administrative Agent or the Banks by the Guarantor pursuant to the
provisions hereof shall be sent, and shall be effective, in accordance with
Section 10.6 of the Credit Agreement, to:

                       National City Bank
                       155 East Broad Street
                       Columbus, Ohio 43251
                       Attention: Ralph Kaparos

      Notice by the Guarantor shall not, in any way, reduce, diminish or release
the liability of any other Obligor. In the event that this Agreement is preceded
or followed by any other guaranty or surety agreement(s) regarding the Debtor or
any other Person, all rights granted to the Administrative Agent and the Banks
in such agreement(s) shall be deemed to be cumulative and this Agreement shall
not, in such event, be deemed to be cancelled, superseded, terminated or in any
way limited.

      MISCELLANEOUS. This Agreement shall be binding upon the Guarantor and the
Guarantor' successors, assigns and other legal representatives, and shall inure
to the benefit of the Administrative Agent and the Banks, their respective
endorsers, successors and assigns forever. If any provision of this Agreement
shall for any reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereof, but this Agreement
shall be construed as if such invalid or unenforceable provision had never been
contained herein. All matters arising hereunder shall be governed by the Laws of
the State of Ohio without regard to the conflicts of laws thereof, and the
parties hereto agree to the

                                       5.
<PAGE>

jurisdiction and venue of the Court of Common Pleas of Franklin County, Ohio and
the United States District Court for the Southern District of Ohio with respect
to any suit arising in connection herewith.

      WAIVER OF TRIAL BY JURY. THE UNDERSIGNED HEREBY EXPRESSLY, KNOWINGLY AND
VOLUNTARILY WAIVES ALL BENEFIT AND ADVANTAGE OF ANY RIGHT TO A TRIAL BY JURY,
AND IT WILL NOT AT ANY TIME INSIST UPON, OR PLEAD OR IN ANY MANNER WHATSOEVER
CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF A TRIAL BY JURY IN ANY ACTION ARISING
IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.

                           [INTENTIONALLY LEFT BLANK]

                                       6.
<PAGE>

IN WITNESS WHEREOF, the undersigned Guarantor, intending to be legally bound,
has executed and delivered this Agreement on the day and year first above
written.

WITNESS:                                 BIG LOTS, INC.

__________________________________       By: ___________________________________
                                         Name: Joe R. Cooper
                                         Title: Senior Vice President and Chief
                                                Financial Officer

<PAGE>

(Subsidiary)

                                EXHIBIT 1.1(G)(2)

                                     FORM OF
                        GUARANTY AND SURETYSHIP AGREEMENT

      IN CONSIDERATION of credit granted or to be granted by PNC Bank, National
Association ("PNC"), National City Bank ("NCB") and various other financial
institutions from time to time (NCB, PNC and such other financial institutions
are each a "Bank" and collectively, the "Banks"), pursuant to that certain
Credit Agreement, dated of even date herewith, by and among Big Lots Stores,
Inc., an Ohio corporation (the "Debtor"), the Banks, the guarantors party
thereto, PNC, as syndication agent for the Banks, NCB, as administrative agent
for the Banks (in such capacity, the "Administrative Agent"), and Wachovia Bank,
N.A., as documentation agent for the Banks (as may be amended, modified or
supplemented from time to time, the "Credit Agreement"), intending to be legally
bound hereby, and to induce the Banks to maintain or extend credit to the
Debtor, Capital Retail Systems, Inc., an Ohio corporation ("CRS"), C.S. Ross
Company, an Ohio corporation ("CSR"), CSC Distribution, Inc., an Alabama
corporation ("CSC"), Mac Frugal's Bargains.Close-outs, Inc., a Delaware
corporation ("MAC"), PNS Stores, Inc., a California corporation ("PNS"), West
Coast Liquidators, Inc., a California corporation ("WCL"), Consolidated Property
Holdings, Inc., a Nevada corporation ("CPH"), Closeout Distribution, Inc., a
Pennsylvania corporation ("CD"), Midwestern Home Products, Inc., a Delaware
corporation ("MHP"), Industrial Products of New England, Inc., a Maine
corporation ("IPNE"), Tool and Supply Company of New England, Inc., a Delaware
corporation ("TSC"), Durant DC, LLC, a Delaware limited liability company
("Durant"), Sonoran LLC, a Delaware limited liability company ("Sonoran"),
Sahara LLC, a Delaware limited liability company ("Sahara"), BLSI Property, LLC,
a Delaware limited liability company ("BLSI") and Great Basin LLC, a Delaware
limited liability company ("GB") (CRS, CSR, CSC, MAC, PNS, WCL, CPH, CD, MHP,
IPNE, TSC, Durant, Sonoran, Sahara, BLSI and GB are each a "Guarantor" and
collectively, the "Guarantors"), this 29th day of October, 2004, hereby jointly
and severally with each of the other Guarantors (as defined in the Credit
Agreement):

      1. Become absolute and unconditional guarantors and sureties as though
they were a primary obligor to the Administrative Agent and the Banks, their
respective successors, endorsees and assigns, for the prompt payment and
performance when due (whether at maturity, by declaration, acceleration or
otherwise) of all Obligations, including, without limitation, all extensions,
modifications, renewals thereof and substitutions therefor, whether absolute or
contingent, direct or indirect, matured or unmatured, sole, joint or several, of
any nature whatsoever, without regard to the validity, enforceability or
regularity thereof including, without limitation, continuing interest thereon in
accordance with the terms thereof and all expenses (including any reasonable
costs of legal expenses) incurred by the Administrative Agent or any Bank in
enforcing any rights with regard to or collecting against any Guarantor under
this Guaranty and Suretyship Agreement (this "Agreement") (hereinafter
collectively referred to as the "Debtor Liabilities"), whether or not such
Debtor Liabilities or any portion thereof shall hereafter be released or
discharged or is for any reason invalid or unenforceable (capitalized terms used
in this Agreement that are defined in the Credit Agreement shall have the
meanings assigned to them therein unless otherwise defined in this Agreement);

<PAGE>

      2. Assent to all agreements made or to be made between the Administrative
Agent or any Bank and any other Person(s) liable, either absolutely or
contingently, on any of the Debtor Liabilities, including any and all such
agreements made by the Debtor and any co-maker, endorser, pledgor, surety or
guarantor (any such Person being hereinafter referred to as an "Obligor"), and
further agree that the Guarantors' liability hereunder shall not be reduced or
diminished by such agreements in any way;

      3. Consent and agree that their obligations and liabilities hereunder
shall in no way be reduced, limited, waived or released if any other Person or
Persons is presently or in the future becomes a surety or guarantor in regard to
the Debtor Liabilities or any other liabilities among the Debtor, the
Administrative Agent and the Banks;

      4. Consent that the Administrative Agent and the Banks may, at their
option, without in any way affecting the Guarantors' liability hereunder: (i)
exchange, surrender or release any or all collateral security of any
endorsement, guaranty or surety held by the Administrative Agent or the Banks
for any of the Debtor Liabilities; (ii) renew, extend, modify, supplement,
amend, release, alter or compromise the terms of any or all of the Debtor
Liabilities in accordance with the terms of the Credit Agreement; and (iii)
waive or fail to perfect the Administrative Agent's and the Banks' rights or
remedies against the Debtor or the collateral security for any of the Debtor
Liabilities; and

      CONTINUING GUARANTORS. This Agreement shall be a continuing one and shall
continue in full force and effect until (subject to the terms and conditions of
the Section of this Agreement entitled Bankruptcy of the Debtor), all Debtor
Liabilities and all other amounts payable under the Loan Documents have been
paid and performed in full, and all Commitments have terminated. Without
limiting the generality of the foregoing, the Guarantors hereby irrevocably
waive any right to terminate or revoke this Agreement.

      EXTENT OF GUARANTORS' LIABILITY. This Agreement shall be and is intended
to be an absolute and unconditional guaranty and suretyship for the aggregate of
the Debtor Liabilities; provided, however, that the Guarantors' total liability
hereunder shall be limited as set forth below. The obligations of the Guarantors
under this Agreement, when construed collectively with the obligations of (i)
Big Lots, Inc., an Ohio corporation (the "Parent Guarantor") under that certain
Guaranty and Suretyship Agreement, dated of even date herewith, made by the
Parent Guarantor for the benefit of the Administrative Agent and the Banks, and
(ii) any other Person that becomes a Guarantor in accordance with the terms of
the Credit Agreement, are intended to be the joint and several obligations of
the Guarantors, the Parent Guarantor and such other Persons that become
Guarantors under the Credit Agreement, and this Agreement, when construed in
connection with such other Guaranty and Suretyship Agreements, is intended to be
an absolute and unconditional guaranty and suretyship for the aggregate of the
Debtor Liabilities.

      Subject to the remainder of this paragraph, but otherwise notwithstanding
anything to the contrary contained in this Agreement, the maximum liability of
each Guarantor under this Agreement shall not exceed the sum of (i) that portion
of the Debtor Liabilities, the proceeds of which are used by the Debtor to make
Valuable Transfers (as hereinafter

                                      -2-
<PAGE>

defined) to such Guarantor, plus (ii) ninety-five percent (95%) of the Adjusted
Net Worth (as hereinafter defined), but only to the extent that Adjusted Net
Worth is a positive number, of such Guarantor at the date of this Agreement. For
purposes of this paragraph:

            "Adjusted Net Worth" shall mean, as of any date of determination
      thereof, the excess of (i) the amount of the fair saleable value of the
      assets of such Guarantor as of the date of such determination, determined
      in accordance with applicable federal and state Laws governing
      determinations of insolvency of debtors, over (ii) the amount of all
      liabilities of such Guarantor, contingent or otherwise, as of the date of
      such determination, determined on the basis provided in the preceding
      clause (i), in all events prior to giving effect to Valuable Transfers.

            "Valuable Transfers" shall mean (a) all loans, advances, other
      credit accommodations, or capital contributions made to such Guarantor
      with proceeds of the Loans, (b) the amount of Letters of Credit
      Outstanding with respect to Letters of Credit issued to support the
      obligations or Indebtedness of such Guarantor, (c) all debt securities or
      other obligations or Indebtedness of such Guarantor acquired from such
      Guarantor or retired, redeemed, purchased or acquired by such Guarantor
      with proceeds of any Loans or any Letters of Credit issued to support the
      obligations or indebtedness of such Guarantor, (d) all equity securities
      of such Guarantor acquired from such Guarantor with the proceeds of any
      Loans or of any drawings on Letters of Credit issued to support the
      obligations of such Guarantor, (e) the fair market value of all property
      acquired with proceeds of the Loans or of any drawings on Letters of
      Credit issued to support the obligations or Indebtedness of such Guarantor
      and transferred to such Guarantor, (f) the interest on and the fees in
      respect of the Loans, the proceeds of which are used to make such a
      Valuable Transfer, and (g) the value of any quantifiable economic benefits
      not included in clauses (a) through (f) above, but includable in
      accordance with applicable federal and state Laws governing determinations
      of the insolvency of debtors, accruing to such Guarantor as a result of
      the Loans or the Letters of Credit Outstanding.

                  The Guarantors agree that the Debtor Liabilities may at any
time and from time to time exceed the maximum liability of the Guarantors
hereunder without impairing this Agreement or affecting the rights and remedies
of the Administrative Agent and the Banks hereunder. No payment or payments made
by the Debtor, the Guarantors, the Parent Guarantor or any other Person or
received or collected by the Administrative Agent or any Bank from the Debtor,
the Parent Guarantor or any other Person by virtue of any action or proceeding
or any set-off or appropriation or application at any time or from time to time
in reduction of or in payment of the Debtor Liabilities shall be deemed to
modify, reduce, release or otherwise affect the liability of the Guarantors
under this Agreement and the Guarantors shall, notwithstanding any such payment
or payments (other than payments made to the Administrative Agent or any Bank by
the Guarantors or payments received or collected by the Administrative Agent or
any Bank from the Guarantors), remain liable for the Debtor Liabilities up to
the maximum liability amount of the Guarantors set forth in this paragraph until
the Debtor Liabilities are indefeasibly paid in full in cash, each Bank's
obligation to make Loans is terminated according to the terms of the Credit
Agreement, all Letters of Credit have either expired or have been cancelled and
all Hedge Agreements with respect to any Bank-Provided Hedge have either expired
or have been terminated; provided, however, that, anything herein to the
contrary notwithstanding, in no event shall the Guarantors' liability under this
paragraph exceed the maximum amount that, after

                                      -3-
<PAGE>

giving effect to the incurring of the obligations hereunder and to any rights to
contribution of the Guarantors from the Debtor and other affiliates of the
Debtor, would not render the Administrative Agent's and the Banks' right to
payment hereunder void, voidable or avoidable under any applicable fraudulent
transfer law; and further provided that if a greater amount of the Debtor
Liabilities than the maximum liability set forth in this paragraph could be
repaid by the Guarantors as a result of an increase in any Guarantor's Adjusted
Net Worth subsequent to the date of this Agreement, without rendering the
Administrative Agent's and the Banks' right to payment hereunder void, voidable
or avoidable under any applicable fraudulent transfer law, then the amount of
such Guarantor's maximum liability calculated in the first sentence of this
paragraph shall be calculated based upon such Guarantor's Adjusted Net Worth on
such later date, rather than the date of execution of this Agreement.

      UNCONDITIONAL LIABILITY. The Guarantors' liability hereunder is absolute
and unconditional and shall not be reduced, limited, waived, or released in any
way by reason of: (i) any failure of the Administrative Agent or any Bank to
obtain, retain, preserve, perfect or enforce any rights against any Person
(including without limitation, any Obligor) or in any property securing any or
all of the Debtor Liabilities; (ii) the invalidity or irregularity of any such
rights that the Administrative Agent and the Banks may attempt to obtain; (iii)
any delay in enforcing or any failure to enforce such rights, even if such
rights are thereby lost; (iv) any delay in making demand on any Obligor for
payment or performance of any or all of the Debtor Liabilities; or (v) from time
to time, the payment in full and subsequent incurring of any Debtor Liabilities.

      WAIVER. The Guarantors hereby waive all notice with respect to the present
existence or future incurrence of any Debtor Liabilities including, but not
limited to, the amount, terms and conditions thereof. The Guarantors hereby
consent to the taking of, or failure to take, from time to time, any action of
any nature whatsoever permitted by Law with respect to the Debtor Liabilities
and with respect to any rights against any Person or Persons (including, without
limitation, any Obligor), or in any property including, without limitation, any
renewals, extensions, modifications, postponements, compromises, indulgences,
waivers, surrenders, exchanges and releases, and the Guarantors will remain
fully liable hereunder notwithstanding any or all of the foregoing. The granting
of an express written release of any Guarantor's liability hereunder or any
other Obligor's liability shall be effective only with respect to the liability
hereunder of such Guarantor or Obligor who is specifically so expressly released
but shall in no way affect the liability hereunder of any other Guarantor or any
Obligor not so expressly released. The dissolution of any Guarantor or any other
Obligor shall in no way affect the liability hereunder or that of any other
Obligor. Each Guarantor hereby expressly waives: (i) notices of acceptance
hereof; (ii) any presentment, demand, protest, notice of default in connection
with the Debtor Liabilities, dishonor or notice of dishonor; (iii) any right of
indemnification; and (iv) any defense arising by reason of any disability or
other defense whatsoever to the liability of the Debtor, or any other
circumstance which might otherwise constitute a defense available to, or in
discharge of, such Guarantor with respect to its obligations hereunder.

      No payment by any Guarantor shall entitle any Obligor, by subrogation,
contribution, indemnification or otherwise, to succeed to any of the rights of
the Administrative Agent and the Banks, including rights to any payment made on
account of the Debtor Liabilities, regardless of the source of such payment,
until all of the Debtor's obligations to the Administrative Agent and

                                      -4-
<PAGE>

the Banks under the Credit Agreement and the other Loan Documents are satisfied
in full and the Commitments are terminated. The Guarantors hereby waive any
benefit of and any right to participate in any collateral security now or
hereafter held by the Administrative Agent and the Banks or any failure or
refusal by the Administrative Agent and the Banks to perfect an interest in any
collateral security.

      BANKRUPTCY OF THE DEBTOR. Neither the Guarantors' obligations to make
payment in accordance with the terms of this Agreement nor any remedy for the
enforcement hereof shall be impaired, modified, changed, released or limited in
any manner whatsoever by the Debtor's bankruptcy or by any impairment,
modification, change, release or limitation of (i) the liability of the Debtor,
any Person assuming the obligations of the Debtor under the Credit Agreement or
any of the other Loan Documents or the Debtor's estate in bankruptcy or (ii) any
remedy for the enforcement of the Debtor Liabilities, either of which result
from the operation of any present or further provision of any bankruptcy act,
Law or equitable cause or from the decision of any court. The Guarantors agree
that to the extent that the Debtor or any other Obligor makes a payment or
payments to the Administrative Agent or any Bank, which payment or payments or
any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be paid to a trustee, receiver or any
other Person under any bankruptcy act, Law or equitable cause, then to the
extent of such payment, the Debtor Liabilities or part thereof intended to be
satisfied shall be revived and continued in full force and effect as if said
payment had not been made.

      PAYMENT OF COSTS. In addition to all other liabilities of the Guarantors
hereunder, the Guarantors also agree to pay to the Administrative Agent on
demand all reasonable costs and expenses (including reasonable attorneys' fees
and legal expenses) which may be incurred in the enforcement or collection of
the liabilities of the Guarantors hereunder.

      PRIMARY LIABILITY OF THE GUARANTORS. The Guarantors agree that this
Agreement may be enforced by the Administrative Agent and the Banks without the
necessity at any time of resorting to or exhausting any other security or
collateral and without the necessity at any time of having recourse to the
Credit Agreement and the other Loan Documents, or any collateral now or
hereafter securing the Debtor Liabilities or otherwise, and the Guarantors
hereby waive the right to require the Administrative Agent and the Banks to
proceed against any other Obligor or to require the Administrative Agent and the
Banks to pursue any other remedy or enforce any other right. The Guarantors
further agree that nothing contained herein shall prevent the Administrative
Agent and the Banks from suing on the Credit Agreement and the other Loan
Documents, or any of them, or foreclosing their Lien, if any, on any collateral
hereafter securing the Debtor Liabilities or from exercising any other rights
available under the Credit Agreement and the other Loan Documents, or any other
instrument of security if neither the Debtor nor the Guarantors timely satisfy
the Debtor Liabilities thereunder, and the exercise of any of the aforesaid
rights and the completion of any foreclosure proceedings shall not constitute a
discharge of any of the obligations of the Guarantors thereunder; it being the
purpose and intent of the Guarantors that the obligations of the Guarantors
hereunder shall be absolute, independent and unconditional. Neither the
obligations of the Guarantors under this Agreement nor any remedy for the
enforcement thereof shall be impaired, modified, changed or released in any
manner whatsoever by an impairment, modification, change, release or limitation
of the liability of the Debtor or by reason of the bankruptcy or insolvency of
the Debtor. If acceleration

                                      -5-
<PAGE>

of the time for payment of any amount payable by the Debtor is stayed upon the
insolvency or bankruptcy of the Debtor, amounts otherwise subject to
acceleration under the terms of the Credit Agreement and the other Loan
Documents including, without limitation, interest at the rates set forth in the
Credit Agreement occurring after the date of such bankruptcy or insolvency,
shall nonetheless be payable by the Guarantors hereunder forthwith on demand by
the Administrative Agent. The Guarantors acknowledge that the term "Debtor
Liabilities" as used herein includes any payments made by the Debtor to the
Administrative Agent or the Banks and subsequently recovered by the Debtor or a
trustee for the Debtor pursuant to bankruptcy or insolvency proceedings.

      ACCELERATION OF THE GUARANTORS' LIABILITIES. Upon the occurrence of any of
the following events, all of the Debtor Liabilities, at the Administrative
Agent's and the Banks' option, shall be deemed to be forthwith due and payable
for the purposes of this Agreement and for determining the liability of the
Guarantors hereunder, whether or not the Administrative Agent and the Banks have
any such rights against any other Obligor, and whether or not the Administrative
Agent and the Banks elect to exercise any rights or remedies against any other
Person or property including, without limitation, any other Obligor: (i) the
failure of any Guarantor to perform any covenant or obligation hereunder; (ii)
the occurrence of an Event of Default under the Credit Agreement which has not
been cured; (iii) except as otherwise permitted pursuant to the terms of the
Credit Agreement, the sale of all or substantially all of the assets, or change
in ownership, or the dissolution, merger, consolidation or reorganization of any
Guarantor; (iv) any information or signature heretofore or hereafter furnished
to the Administrative Agent or any Bank by any Guarantor, or delivered to the
Administrative Agent or any Bank by an Obligor in connection with any of the
Debtor Liabilities, is materially false or incorrect at the time when made; or
(v) the failure of any Guarantor or any Obligor to furnish the Administrative
Agent and the Banks such financial and other information as required by the Loan
Documents.

      RIGHTS OF THE GUARANTORS. All rights and remedies of the Guarantors
against the Debtor or any property of the Debtor or any collateral security for
any of the Debtor Liabilities, whether arising by promissory note, subrogation,
security agreement, mortgage or otherwise, shall in all respects be and remain
subordinate and junior in right of payment and priority to the prior and
indefeasible payment in full to the Administrative Agent and the Banks of all
Debtor Liabilities and to the priority of the Administrative Agent and the Banks
in any property of the Debtor and any collateral security for any of the Debtor
Liabilities. Any amount which may have been paid to the Guarantors on account of
any indebtedness of the Debtor to the Guarantors, or on account of any
subrogation or other rights of the Guarantors against the Debtor, when all of
the Debtor Liabilities shall not have been indefeasibly paid in full, shall be
held by the undersigned in trust for the benefit of the Banks and shall
forthwith be paid to the Administrative Agent to be credited and applied upon
the Debtor Liabilities, whether matured or unmatured.

      NOTICE TO THE ADMINISTRATIVE AGENT AND THE BANKS BY THE GUARANTORS. Any
notice to the Administrative Agent or the Banks by the Guarantors pursuant to
the provisions hereof shall be sent, and shall be effective, in accordance with
Section 10.6 of the Credit Agreement, to:

                                      -6-
<PAGE>

                             National City Bank
                             155 East Broad Street
                             Columbus, Ohio 43257
                             Attention: Ralph Kaparos

      Notice by a Guarantor shall not, in any way, reduce, diminish or release
the liability of any other Obligor. In the event that this Agreement is preceded
or followed by any other guaranty or surety agreement(s) regarding the Debtor or
any other Person, all rights granted to the Administrative Agent and the Banks
in such agreement(s) shall be deemed to be cumulative and this Agreement shall
not, in such event, be deemed to be cancelled, superseded, terminated or in any
way limited.

      COUNTERPARTS. This Agreement may be signed in any number of counterpart
copies and by the parties hereto on separate counterparts, but all such copies
shall constitute one and the same instrument. Delivery of an executed
counterpart of signature page to this Agreement by facsimile transmission shall
be effective as delivery of a manually executed counterpart. Any party so
executing this Agreement by facsimile transmission shall promptly deliver a
manually executed counterpart, provided that any failure to do so shall not
affect the validity of the counterpart executed by facsimile transmission.

      MISCELLANEOUS. This Agreement shall be binding upon the Guarantors and the
Guarantors' successors, assigns and other legal representatives, and shall inure
to the benefit of the Administrative Agent and the Banks, their respective
endorsers, successors and assigns forever. If any provision of this Agreement
shall for any reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereof, but this Agreement
shall be construed as if such invalid or unenforceable provision had never been
contained herein. All matters arising hereunder shall be governed by the Laws of
the State of Ohio without regard to the conflicts of laws thereof, and the
parties hereto agree to the jurisdiction and venue of the Court of Common Pleas
of Franklin County, Ohio and the United States District Court for the Southern
District of Ohio with respect to any suit arising in connection herewith.

      WAIVER OF TRIAL BY JURY. THE UNDERSIGNED HEREBY EXPRESSLY, KNOWINGLY AND
VOLUNTARILY WAIVE ALL BENEFIT AND ADVANTAGE OF ANY RIGHT TO A TRIAL BY JURY, AND
THEY WILL NOT AT ANY TIME INSIST UPON, OR PLEAD OR IN ANY MANNER WHATSOEVER
CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF A TRIAL BY JURY IN ANY ACTION ARISING
IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.

                           [INTENTIONALLY LEFT BLANK]

                                      -7-
<PAGE>

      IN WITNESS WHEREOF, the undersigned Guarantors, intending to be legally
bound, have executed and delivered this Agreement on the day and year first
above written.

                                           CAPITAL RETAIL SYSTEMS, INC.
                                           C.S. ROSS COMPANY
                                           CSC DISTRIBUTION, INC.
                                           MAC FRUGAL'S BARGAINS. CLOSE-OUTS,
                                             INC.
                                           PNS STORES, INC.
                                           WEST COAST LIQUIDATORS, INC.
                                           CLOSEOUT DISTRIBUTION, INC.
                                           MIDWESTERN HOME PRODUCTS, INC.
                                           INDUSTRIAL PRODUCTS OF NEW ENGLAND,
                                             INC.
                                           TOOL AND SUPPLY COMPANY OF NEW
                                             ENGLAND, INC.
                                           DURANT DC, LLC
                                           SONORAN LLC
                                           SAHARA LLC
                                           BLSI PROPERTY, LLC
                                           GREAT BASIN LLC

ATTEST:

By: ___________________________________      By: ______________________________
Name: _________________________________      Name: Joe R. Cooper
Title: ________________________________      Title: Senior Vice President and
                                                    Chief Financial Officer

WITNESS:                                     CONSOLIDATED PROPERTY HOLDINGS,
                                             INC.

_______________________________________      By: ______________________________
                                             Name: ____________________________
                                             Title: ___________________________

<PAGE>

                                 EXHIBIT 1.1(I)

                                     FORM OF
                      INTERCOMPANY SUBORDINATION AGREEMENT

      THIS INTERCOMPANY SUBORDINATION AGREEMENT (the "Agreement") is dated
October 29, 2004 and is made by and among the entities listed on the signature
page hereto (or subsequently joining this Agreement) (each being individually
referred to herein as a "Loan Party" and collectively as the "Loan Parties") for
the benefit of National City Bank ("NCB"), as administrative agent (in such
capacity, the "Administrative Agent"), for the Banks (as hereinafter defined).

                                WITNESSETH THAT:

      WHEREAS, each capitalized term used herein shall, unless otherwise defined
herein, have the meaning specified in the Credit Agreement, dated October 29,
2004 (as may be amended, modified or supplemented from time to time, the "Credit
Agreement"), by and among Big Lots Stores, Inc., an Ohio corporation (the
"Borrower"), the Guarantors party thereto, the Banks party thereto (the
"Banks"), PNC Bank, National Association, as syndication agent for the Banks,
the Administrative Agent and Wachovia Bank, N.A., as documentation agent for the
Banks; and

      WHEREAS, pursuant to the Credit Agreement and the other Loan Documents,
the Banks intend to make Loans to the Borrower; and

      WHEREAS, the Loan Parties other than the Borrower are guarantors of the
obligations of the Borrower under the Credit Agreement pursuant to the Guaranty
Agreements dated of even date herewith; and

      WHEREAS, the Loan Parties are or may become indebted to each other (the
Indebtedness of each of the Loan Parties to any other Loan Party, now existing
or hereafter incurred (whether created directly or acquired by assignment or
otherwise), and interest and premiums, if any, thereon and other amounts payable
in respect thereof are hereinafter collectively referred to as the "Intercompany
Indebtedness") and are permitted to dissolve or merge in accordance with the
terms of the Credit Agreement; and

      WHEREAS, the obligations of the Banks to maintain the Commitments and make
Loans to the Borrower from time to time are subject to the condition, among
others, that the Loan Parties subordinate the Intercompany Indebtedness to the
Indebtedness and all other Obligations of the Borrower or any other Loan Party
to the Administrative Agent or the Banks pursuant to the Credit Agreement or the
other Loan Documents (collectively, the "Senior Debt") in the manner set forth
herein.

      NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
covenant and agree as follows:

      1. Intercompany Indebtedness Subordinated to Senior Debt. The recitals set
forth above are hereby incorporated by reference. All Intercompany Indebtedness
shall be subordinate

<PAGE>

and subject in right of payment to the prior indefeasible payment in full of all
Senior Debt pursuant to the provisions contained herein.

      2. Payment Over of Proceeds Upon Bankruptcy, Etc. Upon any distribution of
assets of any Loan Party in connection with (a) any insolvency or bankruptcy
case or proceeding, or any receivership, liquidation, reorganization or other
similar case or proceeding in connection therewith, relative to any such Loan
Party or to its creditors, as such, or to its assets, or (b) any assignment for
the benefit of creditors or any marshalling of assets and liabilities of any
such Loan Party (a Loan Party distributing assets as set forth herein being
referred to in such capacity as a "Distributing Loan Party"), then and in any
such event, the Administrative Agent shall be entitled to receive, for the
benefit of the Administrative Agent and the Banks as their respective interests
may appear, indefeasible payment in full of all amounts due or to become due, if
an Event of Default has occurred under the terms of the Loan Documents or the
Senior Debt has been declared due and payable prior to the date on which it
would otherwise have become due and payable, other than pursuant to Section
4.5.2 of the Credit Agreement (each, a "Triggering Event"), on or in respect of
any and all Senior Debt before the holder of any Intercompany Indebtedness owed
by the Distributing Loan Party is entitled to receive any payment on account of
the principal of or interest on such Intercompany Indebtedness, and to that end,
the Administrative Agent shall be entitled to receive, for application to the
payment of the Senior Debt, any payment or distribution of any kind or
character, whether in cash, property or securities, which may be payable or
deliverable in respect of the Intercompany Indebtedness owed by the Distributing
Loan Party in any such case, proceeding, dissolution, liquidation or other
winding up event.

      If, notwithstanding the foregoing provisions of this Section, after the
occurrence of a Triggering Event, a Loan Party which is owed Intercompany
Indebtedness by a Distributing Loan Party shall have received any payment or
distribution of assets from the Distributing Loan Party of any kind or
character, whether in cash, property or securities, then and in such event such
payment or distribution shall be held in trust for the benefit of the
Administrative Agent and the Banks as their respective interests may appear,
shall be segregated from other funds and property held by such Loan Party, and
shall be forthwith paid over to the Administrative Agent in the same form as so
received (with any necessary endorsement) to be applied (in the case of cash) to
or held as collateral (in the case of noncash property or securities) for the
payment or prepayment of the Senior Debt in accordance with the terms of the
Credit Agreement.

      3. No Commencement of Any Proceeding. Each Loan Party agrees that, so long
as the Senior Debt shall remain unpaid, it will not commence, or join with any
creditor other than the Banks and the Administrative Agent in commencing any
proceeding referred to in the first paragraph of Section 2 against any other
Loan Party which owes it any Intercompany Indebtedness.

      4. No Payment When Senior Debt in Default. If a Triggering Event shall
have occurred and be continuing, or would result from or exist after giving
effect to a payment with respect to any portion of the Intercompany
Indebtedness, unless the Required Banks shall have consented to or waived the
same, so long as any of the Senior Debt shall remain outstanding, no payment
shall be made by any Loan Party owing such Intercompany Indebtedness on account
of principal or interest on any portion of the Intercompany Indebtedness except
to the extent that

<PAGE>

the proceeds of such payment are used by the Loan Party receiving such proceeds
to immediately apply the same to the Senior Debt.

      If, notwithstanding the foregoing, any Loan Party shall make any payment
of the Intercompany Indebtedness to another Loan Party prohibited by the
foregoing provisions of this Section, such payment shall be paid over and
delivered forthwith to the Administrative Agent, for the benefit of the
Administrative Agent and the Banks as their respective interests may appear.

      5. Payment Permitted if No Default. Nothing contained in this Agreement
shall prevent any of the Loan Parties, at any time except during the pendency of
any of the conditions described in Sections 2 and 4 hereof, from making payments
at any time of principal of or interest on any portion of the Intercompany
Indebtedness, or the retention thereof by any of the Loan Parties of any money
deposited with them for the payment of or on account of the principal of or
interest on the Intercompany Indebtedness.

      6. Rights of Subrogation. Each Loan Party agrees that no payment or
distribution to the Administrative Agent or the Banks pursuant to the provisions
of this Agreement shall entitle it to exercise any rights of subrogation in
respect thereof until the Senior Debt shall have been indefeasibly paid in full,
the Commitments shall have terminated and all Letters of Credit have expired,
have been cancelled or have been rolled into a new credit facility.

      7. Instruments Evidencing Intercompany Indebtedness. Each Loan Party shall
cause each instrument, if any, which now or hereafter evidences all or a portion
of the Intercompany Indebtedness to be conspicuously marked as follows:

                  "This instrument is subject to the terms of an Intercompany
            Subordination Agreement dated October 29, 2004 in favor of National
            City Bank, as Administrative Agent for the Banks referred to
            therein, which Intercompany Subordination Agreement is incorporated
            herein by reference. Notwithstanding any contrary statement
            contained in the within instrument, no payment on account of the
            principal thereof or interest thereon shall become due or payable
            except in accordance with the express terms of said Intercompany
            Subordination Agreement."

      8. Agreement Solely to Define Relative Rights. The purpose of this
Agreement is solely to define the relative rights of the Loan Parties, on the
one hand, and the Administrative Agent and the Banks, on the other hand. Nothing
contained in this Agreement is intended to or shall impair, as between any of
the Loan Parties and their creditors other than the Administrative Agent and the
Banks, the obligation of the Loan Parties to each other to pay the principal of
and interest on the Intercompany Indebtedness as and when the same shall become
due and payable in accordance with its terms, or is intended to or shall affect
the relative rights among the Loan Parties and their creditors other than the
Administrative Agent and the Banks, nor shall anything herein prevent any of the
Loan Parties from exercising all remedies otherwise permitted by applicable Law
upon default under any agreement pursuant to which the Intercompany Indebtedness
is created, subject to the rights, if any, under this Agreement of the
Administrative

<PAGE>

Agent and the Banks to receive cash, property or securities otherwise payable or
deliverable with respect to the Intercompany Indebtedness.

      9. No Implied Waivers of Subordination. No right of the Administrative
Agent or any Bank to enforce subordination, as herein provided, shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of any Loan Party or by any act or failure to act by the Administrative
Agent or any Bank, or by any non-compliance by any Loan Party with the terms,
provisions and covenants of any agreement pursuant to which the Intercompany
Indebtedness is created, regardless of any knowledge thereof the Administrative
Agent or any Bank may have or be otherwise charged with. Each Loan Party by its
acceptance hereof shall agree that, so long as there is Senior Debt outstanding
or Commitments in effect under the Credit Agreement, such Loan Party shall not
agree to sell, assign, pledge, encumber or otherwise dispose of, or to
compromise, the obligations of the other Loan Parties with respect to their
Intercompany Indebtedness, other than by means of payment of such Intercompany
Indebtedness according to its terms or the sale, assignment, pledge or transfer
to another Loan Party, without the prior written consent of the Administrative
Agent.

      Without in any way limiting the generality of the foregoing paragraph, to
the extent, if any, permitted by the Credit Agreement, the Administrative Agent
or any of the Banks may, at any time and from time to time, without the consent
of or notice to the Loan Parties except the Borrower to the extent provided in
the Credit Agreement, without incurring responsibility to the Loan Parties and
without impairing or releasing the subordination provided in this Agreement or
the obligations hereunder of the Loan Parties to the Administrative Agent and
the Banks, do any one or more of the following: (i) change the manner, place or
terms of payment, or extend the time of payment, renew or alter the Senior Debt
or otherwise amend or supplement the Senior Debt or the Loan Documents; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing the Senior Debt, if any; (iii) release any Person liable
in any manner for the payment or collection of the Senior Debt; and (iv)
exercise or refrain from exercising any rights against any of the Loan Parties
and any other Person.

      10. Additional Subsidiaries. The Loan Parties covenant and agree that they
shall cause Subsidiaries created or acquired after the date of this Agreement
that are required to join this Agreement pursuant to Section 7.2.8(iv) of the
Credit Agreement, to execute a joinder in the form of Exhibit 1.1(G)(1) to the
Credit Agreement, whereby such Subsidiary joins this Agreement and subordinates
all Indebtedness owed to any such Subsidiary by any of the Loan Parties or other
Subsidiaries hereafter created or acquired to the Senior Debt.

      11. Continuing Force and Effect. This Agreement shall continue in force
for so long as any portion of the Senior Debt remains unpaid and any Commitments
under the Credit Agreement remain outstanding, it being contemplated that this
Agreement be of a continuing nature.

      12. Modification, Amendments or Waivers. Any and all agreements amending
or changing any provision of this Agreement or the rights of the Administrative
Agent or the Banks hereunder, and any and all waivers or consents to Events of
Default or other departures from the due performance of the Loan Parties
hereunder, shall be made only by written agreement, waiver or consent signed by
the Administrative Agent, acting on behalf of all the Banks, with the written

<PAGE>

consent of the Required Banks, any such agreement, waiver or consent made with
such written consent being effective to bind all the Banks and, with respect to
amendments or changes to any provision of this Agreement, signed by the
Borrower, acting on behalf of the Loan Parties.

      13. Expenses. The Loan Parties unconditionally and jointly and severally
agree upon demand to pay to the Administrative Agent and the Banks the amount of
any and all reasonable and necessary out-of-pocket costs, expenses and
disbursements for which reimbursement is customarily obtained, including fees
and expenses of counsel, which the Administrative Agent or any of the Banks may
incur in connection with (a) the administration of this Agreement, (b) the
exercise or enforcement of any of the rights of the Administrative Agent or the
Banks hereunder, or (c) the failure by the Loan Parties to perform or observe
any of the provisions hereof.

      14. Severability. The provisions of this Agreement are intended to be
severable. If any provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as
to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.

      15. Governing Law. This Agreement shall be a contract under the internal
Laws of the State of Ohio and for all purposes shall be construed in accordance
with the internal Laws of the State of Ohio without giving effect to its
principles of conflict of laws.

      16. Successors and Assigns. This Agreement shall inure to the benefit of
the Administrative Agent and the Banks and their respective successors and
assigns, as permitted in the Credit Agreement, and the obligations of the Loan
Parties shall be binding upon their respective successors and assigns. Except in
connection with a consolidation or merger permitted by Section 7.2.5(i) of the
Credit Agreement, the duties and obligations of the Loan Parties may not be
delegated or transferred by the Loan Parties without the written consent of the
Required Banks and any such delegation or transfer without such consent shall be
null and void. Except to the extent otherwise required by the context of this
Agreement, the word "Banks" when used herein shall include, without limitation,
any holder of a Note or an assignment of rights therein originally issued to a
Bank under the Credit Agreement, and each such holder of a Note or assignment
shall have the benefits of this Agreement to the same extent as if such holder
had originally been a Bank under the Credit Agreement.

      17. Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which, when executed and delivered, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument.

      18. Attorneys-in-Fact. Each of the Loan Parties hereby authorizes and
empowers the Administrative Agent, at its election at any time after the
occurrence and continuance of an Event of Default and the acceleration of the
Senior Debt and in the name of either itself, for the benefit of the
Administrative Agent and the Banks as their respective interests may appear, or
in the name of each such Loan Party as is owed Intercompany Indebtedness, to
execute and file proofs and documents and take any other action the
Administrative Agent may deem advisable to completely protect the Administrative
Agent's and the Banks' interests in the Intercompany

<PAGE>

Indebtedness and their right of enforcement thereof, and to that end each of the
Loan Parties hereby irrevocably makes, constitutes and appoints the
Administrative Agent, its officers, employees and agents, or any of them, with
full power of substitution, as the true and lawful attorney-in-fact and agent of
such Loan Party, and with full power for such Loan Party, and in the name, place
and stead of such Loan Party for the purpose of carrying out the provisions of
this Agreement, and taking any action and executing, delivering, filing and
recording any instruments which the Administrative Agent may deem necessary or
advisable to accomplish the purposes hereof, which power of attorney, being
given for security, is coupled with an interest and is irrevocable. Each Loan
Party hereby ratifies and confirms, and agrees to ratify and confirm, all action
taken by the Administrative Agent, its officers, employees or agents pursuant to
the foregoing power of attorney.

      19. Application of Payments. In the event any payments are received by the
Administrative Agent under the terms of this Agreement for application to the
Senior Debt at any time when the Senior Debt has not been declared due and
payable and prior to the date on which it would otherwise become due and
payable, such payment shall constitute a voluntary prepayment of the Senior Debt
for all purposes under the Credit Agreement.

      20. Remedies. In the event of a breach by any of the Loan Parties in the
performance of any of the terms of this Agreement, the Administrative Agent, on
behalf of the Banks, may demand specific performance of this Agreement and seek
injunctive relief and may exercise any other remedy available at law or in
equity, it being recognized that the remedies of the Administrative Agent on
behalf of the Banks at law may not fully compensate the Administrative Agent on
behalf of the Banks for the damages they may suffer in the event of a breach
hereof.

      21. Consent to Jurisdiction, Waiver of Jury Trial. Each of the Loan
Parties hereby irrevocably consents to the non-exclusive jurisdiction of the
Court of Common Pleas of Franklin County, Ohio and the United States District
Court for the Southern District of Ohio, waives personal service of any and all
process upon it and consents that all such service of process be made by
certified or registered mail directed to the Loan Parties at the addresses
referred to in Section 23 hereof and service so made shall be deemed to be
completed upon actual receipt thereof. Each of the Loan Parties waives any
objection to jurisdiction and venue of any action instituted against it as
provided herein and agrees not to assert any defense based on lack of
jurisdiction or venue, AND EACH OF THE COMPANIES WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT TO THE FULL EXTENT PERMITTED
BY LAW.

      22. Notices. All notices, statements, requests and demands and other
communications given to or made upon the Loan Parties, the Administrative Agent
or the Banks in accordance with the provisions of this Agreement shall be given
or made as provided in Section 10.6 of the Credit Agreement.

                           [INTENTIONALLY LEFT BLANK]

<PAGE>

      WITNESS the due execution hereof as of the day and year first above
written.

WITNESS:                                     BIG LOTS STORES, INC.

_______________________________________      By: _______________________________
Print Name: ___________________________      Name: Joe R. Cooper
                                             Title: Senior Vice President and
                                                    Chief Financial Officer

WITNESS:                                     BIG LOTS, INC.
                                             CAPITAL RETAIL SYSTEMS, INC.
                                             C.S. ROSS COMPANY
                                             CSC DISTRIBUTION, INC.
                                             MAC FRUGAL'S BARGAINS. CLOSE-OUTS,
                                               INC.
                                             PNS STORES, INC.
                                             WEST COAST LIQUIDATORS, INC.
                                             CLOSEOUT DISTRIBUTION, INC.
                                             MIDWESTERN HOME PRODUCTS, INC.
                                             INDUSTRIAL PRODUCTS OF NEW ENGLAND,
                                               INC.
                                             TOOL AND SUPPLY COMPANY OF NEW
                                               ENGLAND, INC.
                                             DURANT DC, LLC
                                             SONORAN LLC
                                             SAHARA LLC
                                             BLSI PROPERTY, LLC
                                             GREAT BASIN LLC

_______________________________________      By: _______________________________
Print Name: ___________________________      Name: Joe R. Cooper
                                             Title: Senior Vice President and
                                                    Chief Financial Officer

WITNESS:                                    CONSOLIDATED PROPERTY HOLDINGS, INC.

_______________________________________     By: _______________________________
Print Name: ___________________________     Name: _____________________________
                                            Title: ____________________________