EX-10.2



 






Exhibit 10.2




FIRST
AMENDMENT TO CREDIT AGREEMENT




     This First Amendment to Credit Agreement is dated this 25th day of October, 2005,
by and among Big Lots Stores, Inc., an Ohio corporation (the “Borrower”), each of the Guarantors
(as defined in the Credit Agreement (as hereinafter defined)), the Banks (as defined in the Credit
Agreement), PNC Bank, National Association, in its capacity as syndication agent for the Banks (the
“Syndication Agent”), National City Bank, in its capacity as administrative agent for the Banks
(the “Agent”), and Wachovia Bank, N.A., in its capacity as documentation agent for the Banks (the
“Documentation Agent”) (“First Amendment”).



W I T N E S S E T H:




     WHEREAS, the Borrower, the Guarantors, the Banks, the Syndication Agent, the Agent and the
Documentation Agent entered into that certain Credit Agreement, dated October 29, 2004 (as amended,
the “Credit Agreement”); and



     WHEREAS, the Borrower and the Guarantors desire to amend certain provisions of the Credit
Agreement and the Banks, the Syndication Agent, the Agent and the Documentation Agent shall permit
such amendments pursuant to the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:



     1. All capitalized terms used herein which are defined in the Credit Agreement shall have the
same meaning herein as in the Credit Agreement unless the context clearly indicates otherwise.



     2. Section 1.1 of the Credit Agreement is hereby amended by deleting the following definition
in its entirety and replacing it with the following:




     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, up to Sixty Million and 00/100 Dollars ($60,000,000.00) for
net charges related to KB Toys (incurred after the Closing Date) and
Sixty Million and 00/100 Dollars ($60,000,000.00) for retail store
closing related net charges 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.



     3. Exhibit 7.2.5 to the Credit Agreement is hereby deleted in its entirety and in its
stead is inserted Exhibit 7.2.5 attached hereto.



 









 





     4. Exhibit 7.3.3 to the Credit Agreement is hereby deleted in its entirety and in its
stead is inserted Exhibit 7.3.3 attached hereto.



     5. The provisions of Section 2 through 4 of this First Amendment shall not become effective
until the Syndication Agent has received the following items, each in form and substance
acceptable to the Syndication Agent and its counsel:



          (a) this First Amendment, duly executed by each of the Loan Parties and the Required Banks;




          (b) the documents listed in the Closing Agenda set forth on Exhibit A attached hereto
and made a part hereof; and




          (c) the fees payable by the Borrower to the Syndication Agent and the Banks as more fully set
forth in that certain fee letter, dated October 11, 2005, by and among the Syndication Agent, PNC
Capital Markets, Inc. and the Borrower.




     6. Each Loan Party hereby reconfirms and reaffirms all representations and warranties,
agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement,
except as such representations and warranties, agreements and covenants may have heretofore been
amended, modified or waived in writing in accordance with the Credit Agreement, and except any
such representations or warranties made as of a specific date or time, which shall have been true
and correct in all material respects as of such date or time.



     7. Each Loan Party acknowledges and agrees that each and every document, instrument or
agreement, which at any time has secured the Obligations including, without limitation, the
Guaranty Agreements, hereby continues to secure the Obligations.



     8. Each Loan Party hereby represents and warrants to the Banks and the Agent that (i) such
Loan Party has the legal power and authority to execute and deliver this First Amendment, (ii) the
officers of such Loan Party executing this First Amendment have been duly authorized to execute
and deliver the same and bind such Loan Party with respect to the provisions hereof, (iii) the
execution and delivery hereof by such Loan Party and the performance and observance by such Loan
Party of the provisions hereof and all documents executed or to be executed herewith, do not
violate or conflict with the organizational agreements of such Loan Party or any material Law
applicable to such Loan Party or result in a breach of any provision of or constitute a default
under any other material agreement, instrument or document binding upon or enforceable against
such Loan Party, and (iv) this First Amendment and the documents executed or to be executed by
such Loan Party in connection herewith constitute valid and binding obligations of such Loan Party
in every respect, enforceable in accordance with their respective terms.



     9. Each Loan Party represents and warrants that (i) no Event of Default exists under the
Credit Agreement, nor will any occur as a result of the execution and delivery of this First
Amendment or the performance or observance of any provision hereof, (ii) the schedules attached to
and made a part of the Credit Agreement, are true and correct in all material respects as of the
date hereof, except as such schedules may have heretofore been amended or modified in writing in
accordance with the Credit Agreement and (iii) it presently has no known claims or



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actions of any kind at Law or in equity against the Banks or the Agent arising out of or in
any way relating to the Loan Documents.




     10. The Borrower represents and warrants that its Debt Rating from Standard & Poor’s has not
been withdrawn at any time from the Closing Date through and including the date of this First
Amendment.



     11. Each reference to the Credit Agreement that is made in the Credit Agreement or any other
document executed or to be executed in connection therewith shall hereafter be construed as a
reference to the Credit Agreement as amended hereby.



     12. The agreements contained in this First Amendment are limited to the specific agreements
made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement
and the Loan Documents shall remain in full force and effect. This First Amendment amends the
Credit Agreement and is not a novation thereof.



     13. This First Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an
original, but all such counterparts shall constitute but one and the same instrument.



     14. This First Amendment shall be governed by, and shall be construed and enforced in
accordance with, the Laws of the State of Ohio without regard to the principles of the conflicts
of law thereof. Each Loan Party hereby consents 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 out of or mentioning this First Amendment.



[INTENTIONALLY LEFT BLANK]





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     IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this
First Amendment to be duly executed by their duly authorized officers on the day and year first
above written.



	 	 	 	 	 	 	 	 	 
	BORROWER:


WITNESS:	 	 	 	BIG LOTS STORES, INC.
	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Charles W. Haubiel II

	 	 	 	By:
	 	/s/ Joe R. Cooper	 	 
	 


	 	 	 	Name:
	 	 

Joe R. Cooper
	 	 
	 

	 	 	 	Title:
	 	Senior Vice President and Chief
	 	 
	 

	 	 	 	 	 	Financial Officer	 	 






	 	 	 
	GUARANTORS:

	 	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






	 	 	 	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 	 	 
	 
	/s/ Charles W. Haubiel II

	 	 	 	By:
	 	/s/ Joe R. Cooper	 	 
	 


	 	 	 	Name:
	 	 

Joe R. Cooper
	 	 
	 

	 	 	 	Title:
	 	Senior Vice President and Chief	 	 
	 

	 	 	 	 	 	Financial Officer	 	 
	 
	WITNESS:	 	 	 	CONSOLIDATED PROPERTY
HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Charles W. Haubiel II

	 	 	 	By:
	 	/s/ Joe R. Cooper	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Joe R. Cooper	 	 
	 

	 	 	 	Title:
	 	Senior Vice President and Chief	 	 
	 

	 	 	 	 	 	Financial Officer	 	 






 









 






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

	 	By:
	 	/s/ Richard L. Munsick
 

	 	 
	 	 	Name: Richard L. Munsick
	 	 
	 	 	Title: Senior 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/ Thomas M. Harper
 

	 	 
	 	 	Name: Thomas M. Harper	 	 
	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven Buehler
 

	 	 
	 	 	Name: Steven Buehler	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter Martinets
 

	 	 
	 	 	Name: Peter Martinets	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter A. Foley
 

	 	 
	 	 	Name: Peter A. Foley	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jennifer L. Thurston
 

	 	 
	 	 	Name: Jennifer L. Thurston	 	 
	 	 	Title: AVP	 	 
	 
	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK (CENTRAL OHIO)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher D. Jones
 

	 	 
	 	 	Name: Christopher D. Jones	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Molly J. Drennan
 

	 	 
	 	 	Name: Molly J. Drennan	 	 
	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC BANK USA, National Association	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Douglas D. Smith
 

	 	 
	 	 	Name: Douglas D. Smith
	 	 
	 	 	Title: 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: VP
	 	 
	 
	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	BANK OF TOKYO-MITSUBISHI, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tsuguyuki Umene
 

	 	 
	 	 	Name: Tsuguyuki Umene	 	 
	 	 	Title: Deputy General Manager	 	 
	 
	 	 	 	 	 	 
	 	 	THE HUNTINGTON NATIONAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John M. Luehmann
 

	 	 
	 	 	Name: John M. Luehmann
	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTY BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert S. Hays
 

	 	 
	 	 	Name: Robert S. Hays
	 	 
	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	HIBERNIA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Julie Nosser
 

	 	 
	 	 	Name: Julie Nosser
	 	 
	 	 	Title: Assistant Vice President