Payment; Reduction of Principal Interest or Fees; Modification of
Terms of Payment.
146
10.1.3.
Release of Guarantor.
146
10.1.4.
Miscellaneous.
147
10.2
No Implied Waivers; Cumulative Remedies.
147
10.3
Expenses; Indemnity; Damage Waiver.
147
10.3.1.
Costs and Expenses.
147
10.3.2.
Indemnification by the Borrowers.
148
10.3.3.
Reimbursement by Banks.
149
10.3.4.
Waiver of Consequential Damages, Etc.
149
10.3.5.
Payments.
149
10.4
Holidays.
150
10.5
Notices; Effectiveness; Electronic Communication.
150
10.6
Severability.
151
10.7
Duration; Survival.
151
10.8
Successors and Assigns.
151
10.8.1.
Successors and Assigns Generally.
151
10.8.2.
Assignments by Banks.
151
10.8.3.
Register.
153
10.8.4.
Participations.
154
10.8.5.
Limitations upon Participant Rights Successors and Assigns Generally.
154
10.8.6.
Certain Pledges; Successors and Assigns Generally.
154
10.9
Confidentiality
155
10.9.1.
General.
155
10.9.2.
Sharing Information With Affiliates of the Banks.
155
10.10
Counterparts; Integration; Effectiveness.
156
10.11
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
PROCESS; WAIVER OF JURY TRIAL.
156
10.11.1.
Governing Law.
156
10.11.2.
SUBMISSION TO JURISDICTION.
156
10.11.3.
WAIVER OF VENUE.
157
- viii -
Section
Page
10.11.4.
SERVICE OF PROCESS.
157
10.11.5.
WAIVER OF JURY TRIAL.
157
10.12
USA Patriot Act Notice.
157
10.13
Payment of Debt; Joint and Several Obligations; Borrowing Agency.
158
10.13.1.
US Borrowers.
158
10.13.2.
Designation of US Borrowing Agent; Nature of US Borrowing Agency.
158
10.14
Additional Waivers of US Borrowers.
158
10.15
Joinder of Guarantors.
159
10.16
Domicile of Loans.
160
- ix -
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)(1)
-
EXCLUDED CANADIAN ACTIVE SUBSIDIARIES
SCHEDULE 1.1(E)(2)
-
EXCLUDED CANADIAN INACTIVE SUBSIDIARIES
SCHEDULE 1.1(E)(3)
-
EXCLUDED US ACTIVE SUBSIDIARIES
SCHEDULE 1.1(E)(4)
-
EXCLUDED US 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 5.1.2
-
CAPITALIZATION
SCHEDULE 5.1.3
-
SUBSIDIARIES
SCHEDULE 5.1.7
-
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 5.1.23
-
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 (SUBSIDIARIES)
EXHIBIT 1.1(G)(2)(B)
-
GUARANTY AGREEMENT (PARENT)
EXHIBIT 1.1(G)(2)(C)
-
GUARANTY AGREEMENT (SUBSIDIARIES)
EXHIBIT 1.1(I)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(R)(1)
-
US REVOLVING CREDIT NOTE
EXHIBIT 1.1(R)(2)
-
CANADIAN REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)(1)
-
US SWING NOTE
EXHIBIT 1.1(S)(2)
-
CANADIAN SWING NOTE
EXHIBIT 2.4.1
-
US LOAN REQUEST
EXHIBIT 2.4.2
-
CANADIAN LOAN REQUEST
EXHIBIT 2.4.3
-
US SWING LOAN REQUEST
EXHIBIT 2.4.4
-
CANADIAN SWING LOAN REQUEST
EXHIBIT 7.2.5
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
- x -
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated July 22, 2011 and is made by and among Big Lots
Stores, Inc., an Ohio corporation ("BLS"), Big Lots, Inc., an Ohio corporation
(the "Parent") (BLS and the