99
10.17.1.
Tax Withholding Clause.
99
10.17.2.
USA Patriot Act.
99
10.18
Joinder of Guarantors.
100
10.19
USA Patriot Act Notification.
100
- vi -
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
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 5.1.21
-
EMPLOYMENT MATTERS
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(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)(A)
-
GUARANTY AGREEMENT (PARENT)
EXHIBIT 1.1(G)(2)(B)
-
GUARANTY AGREEMENT (SUBSIDIARIES)
EXHIBIT 1.1(I)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(R)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)
-
SWING LOAN NOTE
EXHIBIT 2.4.1
-
REVOLVING CREDIT LOAN REQUEST
EXHIBIT 2.4.2
-
SWING LOAN REQUEST
EXHIBIT 7.2.5
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
- vii -
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated April 28, 2009 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 administrative agent for the Banks under this
Agreement (hereinafter referred to in such capacity as the "Administrative
Agent"), Wells Fargo 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"),
and U.S. Bank National Association,
Branch Banking and Trust Company, Compass Bank and The Huntington National Bank,
each in its capacity as a documentation agent for the Banks under this Agreement
(hereinafter collectively referred to in such capacity as the "Documentation
Agents").
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 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), (ii) to provide working capital to the
Borrower, and (iii) for general corporate purposes of the Borrower, including
transaction costs and expenses, letters of credit, capital expenditures of the
Loan Parties permitted pursuant to Section 7.2.14 [Capital Expenditures and
Capital Leases] 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