BIG LOTS INC
EX-10(R)(I)
<DOCUMENT>
<TYPE>EX-10.R.I
<SEQUENCE>7
<FILENAME>l94122aex10-r_i.txt
<DESCRIPTION>EX-10(R)(I)
<TEXT>
<PAGE>
                                                                        10(r)(i)



                                                                  EXECUTION COPY

                              BIG LOTS STORES, INC.
                                 BIG LOTS, INC.

                               FIRST AMENDMENT TO
                             NOTE PURCHASE AGREEMENT

                                  $174,000,000
                       7.87% Senior Notes, Series 2001-A,
                           Tranche 1, due May 15, 2005

                                   $15,000,000
                       7.97% Senior Notes, Series 2001-A,
                           Tranche 2, due May 15, 2006

                                   $15,000,000
                       8.07% Senior Notes, Series 2001-A,
                           Tranche 3, due May 15, 2007



                                                   Dated as of February 25, 2002


To the Holders of the Senior Notes
    of Big Lots Stores, Inc. Named in
    the Attached Schedule I

Ladies and Gentlemen:

         Reference is made to the Note Purchase Agreement dated as of May 1,
2001 (the "Note Agreement") among Big Lots Stores, Inc. (f/k/a Consolidated
Stores Corporation, an Ohio corporation), an Ohio corporation (the "Company"),
Big Lots, Inc. (f/k/a Consolidated Stores Corporation, a Delaware corporation),
an Ohio Corporation, and each of the Purchasers named in Schedule A thereto
pursuant to which the Company issued $174,000,000 aggregate principal amount of
7.87% Senior Notes, Series 2001-A, Tranche 1, due May 15, 2005, $15,000,000
aggregate principal amount of 7.97% Senior Notes, Series 2001-A, Tranche 2, due
May 15, 2006 and $15,000,000 aggregate principal amount of 8.07% Senior Notes,
Series 2001-A, Tranche 3, due May 15, 2007 (collectively, the "Notes"). You are
referred to herein individually as a "Holder" and collectively as the "Holders."
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Note Agreement, as amended hereby.


<PAGE>

         The Company has requested an amendment of the Note Agreement to exclude
from the definition of EBITDAR certain noncash charges taken by the Parent in
its fiscal quarter ended February 2, 2002 and has made a similar request of the
lenders party to the Credit Agreement (the "Banks").

         In connection with the amendment described in the preceding paragraph,
the Banks, the Holders, the Company, the Parent and each Subsidiary Guarantor
have agreed that the obligations to the Banks under the Credit Agreement and the
obligations to the Holders in respect of the Notes shall be secured pari passu
pursuant to certain security documents.

         The Holders are willing to grant an amendment on the terms and
conditions set forth in this First Amendment to Note Purchase Agreement (this
"Amendment").

         In consideration of the premises and for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
Company, the Parent and the Holders agree as follows:

1.       AMENDMENTS TO NOTE AGREEMENT

         1.1.     Amendment of Section 7.

                  1.1.1.   Section 7.1(h) is amended to read in its entirety
                           as follows:

                  "(h) Requested and Other Information - (i) concurrently with
         the delivery to the Banks, a copy of any data or information, financial
         or otherwise, that is not otherwise provided to such holder of Notes,
         and (ii) with reasonable promptness, such other data and information
         relating to the business, operations, affairs, financial condition,
         assets or properties of the Parent, the Company or any of its
         Subsidiaries or relating to the ability of any of them to perform its
         obligations hereunder and under the Notes or any Guaranty as from time
         to time may be reasonably requested by any such holder of Notes that is
         an Institutional Investor; and"

         1.2.     Amendment of Section 10.

                  1.2.1.   Section 10.1 is amended to read in its entirety
                           as follows:

                           "The Parent will not permit at any time:

                           (a) the ratio of Consolidated Senior Debt (as of any
                  date of determination) to EBITDAR (for the Parent's then most
                  recently completed four fiscal quarters) to be greater than
                  the level indicated as of the following quarter ends:

                                       2
<PAGE>

                  Fiscal Quarter Ending (Nearest)                   Ratio
                  -------------------------------                -----------
                          January 31, 2002                       3.35 to 1.0
                           April 30, 2002                        3.35 to 1.0
                           July 31, 2002                         3.35 to 1.0
                          October 31, 2002                       3.50 to 1.0
                          January 31, 2003                       3.15 to 1.0
                           April 30, 2003                        3.15 to 1.0
                           July 31, 2003                         3.25 to 1.0
                          October 31, 2003                       3.25 to 1.0
                          January 31, 2004                       3.00 to 1.0
                   April 30, 2004 and thereafter                 2.85 to 1.0; or


                           (b)      Priority Debt to exceed 15% of Consolidated
                                    Net Worth."

                  1.2.2.   Section 10.2 is amended in its entirety to read
                           as follows:

                           "The Parent will not permit the ratio (calculated as
                  of the end of each fiscal quarter) of EBITDAR to Fixed Charges
                  for the period of four quarters ending as of the last day of
                  each fiscal quarter to be less than the following levels as of
                  the following quarter-ends:

                  Fiscal Quarter Ending (Nearest)                   Ratio
                  -------------------------------                -----------
                          January 31, 2002                       1.55 to 1.0
                           April 30, 2002                        1.55 to 1.0
                           July 31, 2002                         1.55 to 1.0
                          October 31, 2002                       1.55 to 1.0
                          January 31, 2003                       1.55 to 1.0
                           April 30, 2003                        1.60 to 1.0
                           July 31, 2003                         1.60 to 1.0
                          October 31, 2003                       1.60 to 1.0
                          January 31, 2004                       1.60 to 1.0
                   April 30, 2004 and thereafter                 1.65 to 1.0"

                  1.2.3.   Section 10.4(d) is amended to read in its entirety
                           as follows:

                  "(d) Liens (i) securing Indebtedness of a Restricted
         Subsidiary to the Parent or to another Restricted Subsidiary, including
         the Company, or (ii) securing pari passu the Notes and Indebtedness
         outstanding under the Credit Agreement;"

                                       3
<PAGE>

                  1.2.4.   New Section 10.12 is added as follows:

         "10.12.    COUPON ADJUSTMENT.

                  Anything in Section 1.2, Exhibits 1.2(a), 1.2(b) or 1.2(c) or
         the outstanding Notes to the contrary notwithstanding:

                  (a) On the effective date of this Amendment the annual
         interest rate on the Notes of each Tranche shall be increased by 50
         basis points.

                  (b) It shall not be necessary for any Noteholder to surrender
         its Notes in connection with this Amendment, but any Note hereafter
         issued shall reflect the 50 basis point increase in the annual interest
         rate.

         Notwithstanding the foregoing, for purposes of calculating the
         Make-Whole Amount, the interest rate on the Notes shall be deemed to be
         the interest rate in effect immediately prior to this Amendment (Series
         2001-A, Tranche 1, 7.87%; Series 2001-A, Tranche 2, 7.97%; and Series
         2001-A, Tranche 3, 8.07%)."

                  1.2.5.   New Section 10.13 is added as follows:

         "10.13.    MOST FAVORED NATION.

                  (a) If the Banks or any other holder of Indebtedness of the
         Parent or the Company imposes any additional or more restrictive
         financial covenant (including by amendment of an existing covenant, by
         waiver or consent or otherwise) than is imposed on the effective date
         of this Amendment under the Credit Agreement or under any other
         agreement pursuant to which such Indebtedness is outstanding, or the
         Parent or the Company grants to any holder of Indebtedness of the
         Parent or the Company a new financial covenant more favorable to such
         holder than is contained in the Note Agreement, the Company shall
         promptly notify, and furnish a copy thereof to, each holder of the
         Notes, and the Note Agreement shall be deemed to be amended
         automatically to incorporate such additional or more restrictive
         financial covenant as to the Parent or the Company or such more
         favorable financial covenant as to any holder of Indebtedness.

                  (b) If (i) the Banks or other holders of Indebtedness of the
         Parent or the Company relax or release any covenant, or any of the
         terms thereof, that has or have been deemed to be incorporated into the
         Note Agreement pursuant to Section 10.13(a) and (ii) the Notes or other
         outstanding senior Indebtedness of the Parent or the Company are or is
         at the time rated not less than either BBB by S&P or Baa2 by Moody's
         (or both if both agencies at the time have rated such Indebtedness),
         upon notice by the Company to each Holder of the Notes, such
         incorporated covenant or such terms thereof shall, without any
         additional action on the part of the Company, the Parent or the holders
         of the Notes, be deemed to be relaxed or released to a like extent
         under the Note Agreement, provided that in no event will any covenant
         specifically set forth in the Note Agreement be deemed to be released
         or deemed to be relaxed beyond the level contained in the Note
         Agreement."

                                       4
<PAGE>

         1.3.     Amendment of Section 11.

                  1.3.1.   Section 11(e) is amended to read in its entirety
                           as follows:

                  "(e) any representation or warranty made in writing by or on
         behalf of the Parent, the Company or any Subsidiary Guarantor or by any
         officer of any of them in this Agreement, the Parent Guaranty, the
         Subsidiary Guaranty or any Security Document or in any writing
         furnished in connection with the transactions contemplated hereby
         proves to have been false or incorrect in any material respect on the
         date as of which made; or"

                  1.3.2. The period at the end of Section 11(k) is replaced with
         a semicolon followed by the word "or" and new Section 11(l) is added as
         follows:

                  "(l) a default or event of default occurs under any of the
         Security Documents and such default or event of default continues
         beyond any period of grace with respect thereto or any of the Security
         Documents are deemed or are judicially determined not to be valid,
         binding or enforceable."

         1.4.     Amendment of Section 15.  Section 15.1 is amended to read in
                  its entirety as follows:

         "15.1.   TRANSACTION EXPENSES.

                           Whether or not the transactions contemplated hereby
         are consummated, the Company will pay all costs and expenses (including
         reasonable attorneys' fees of special counsel (but only one in
         connection with the transaction contemplated hereby) and, if reasonably
         required, local or other counsel) incurred by you and each Other
         Purchaser or holder of a Note in connection with such transactions and
         in connection with any amendments, waivers or consents under or in
         respect of this Agreement, the Notes, the Parent Guaranty, the
         Subsidiary Guaranty, the Intercreditor Agreement or any Security
         Document (whether or not such amendment, waiver or consent becomes
         effective), including: (a) the costs and expenses incurred in enforcing
         or defending (or determining whether or how to enforce or defend) any
         rights under this Agreement, the Notes, the Parent Guaranty, the
         Subsidiary Guaranty, the Intercreditor Agreement or any Security
         Document or in responding to any subpoena or other legal process or
         informal investigative demand issued in connection with this Agreement,
         the Notes, the Parent Guaranty, the Subsidiary Guaranty, the
         Intercreditor Agreement or any Security Document, or by reason of being
         a holder of any Note, and (b) the costs and expenses, including
         financial advisors' fees, incurred in connection with the insolvency or
         bankruptcy of the Parent, the Company or any Subsidiary or in
         connection with any work-out or restructuring of the transactions
         contemplated hereby and by the Notes. In addition, the Company will pay
         all costs and expenses incurred by you and the Other Purchasers should
         you and they, as a group, retain financial consultants and other
         professionals to assist in evaluating the financial condition of the
         Parent and its Subsidiaries, including the Company, provided, that you
         and the Other Purchasers agree to utilize the services of financial
         consultants and professionals retained by the Banks for


                                       5
<PAGE>

         such purpose, so long as you and the Other Purchasers are satisfied
         that you and they are receiving the same information at the same time
         as the Banks. The Company will pay, and will save you and each other
         holder of a Note harmless from, all claims in respect of any fees,
         costs or expenses if any, of brokers and finders (other than those
         retained by you)."

         1.5.     Amendment of Schedule B.

                  1.5.1.   The following defined terms are added to Schedule B:

                  "`BANKS' means the lenders party to the Credit Agreement.

                  `SECURITY AGREEMENT' means the Security Agreement dated
         February 25, 2002 of the Company, the Parent and the Subsidiary
         Guarantors in favor of the Holders as secured parties granting a first
         security interest in the Company's and the Subsidiary Guarantors'
         inventory, receivables and intangibles.

                  `SECURITY DOCUMENTS' means the Security Agreement and any
         other document or agreement securing or perfecting a Lien on assets of
         the Company or any Subsidiary Guarantor in favor of holders of the
         Notes."

                  1.5.2.   The following terms are amended to read in their
                           entirety as follows:

                  "`CONSOLIDATED SENIOR DEBT' means, at any time, the sum of (i)
         all Indebtedness of the Parent and its Restricted Subsidiaries,
         including the Company, determined on a consolidated basis in accordance
         with GAAP, and (ii) the product of (A) Consolidated Rentals for the
         preceding 12 months times (B) four.

                  `EBITDAR' means, for any period, the sum of Consolidated Net
         Income for such period, plus, to the extent deducted in determining
         such Consolidated Net Income, (i) Consolidated Interest Expense, (ii)
         federal, state, local and foreign income, value added and similar
         taxes, (iii) depreciation and amortization expense, (iv) Consolidated
         Rentals and (v) noncash charges not exceeding $87,570,000 (principally
         resulting from discontinued product categories, adjustment of
         capitalized freight costs, inventory related adjustments and insurance
         reserve adjustments) in the aggregate taken by the Company in
         accordance with GAAP in the fourth quarter of its fiscal year ending
         February 2, 2002.

                  `MATERIAL ADVERSE EFFECT' means a material adverse effect on
         (a) the business, operations, affairs, financial condition, assets or
         properties of the Parent and its Restricted Subsidiaries, including the
         Company, taken as a whole, or (b) the ability of the Company to perform
         its obligations under this Agreement and the Notes, or (c) the ability
         of the Parent to perform its obligations under this Agreement and the
         Parent Guaranty, (d) the ability of any Subsidiary Guarantor to perform
         its obligations under the Subsidiary Guaranty, or (e) the validity or
         enforceability of this Agreement, the Notes, the Parent Guaranty, the
         Subsidiary Guaranty, any Security Document or the Liens created by the
         Security Documents."

                                       6
<PAGE>

2.       REAFFIRMATION; REPRESENTATIONS AND WARRANTIES

         2.1. Reaffirmation of Note Agreement. Each of the Company and the
Parent reaffirms its agreement to comply with each of the covenants, agreements
and other provisions of the Note Agreement and the Notes, including the
additions and amendments of such provisions effected by this Amendment.

         2.2. Note Agreement. Each of the Company and the Parent represents and
warrants that, after giving effect to this Amendment, the representations and
warranties contained in the Note Agreement are true and correct as of the date
hereof, except (a) to the extent that any of such representations and warranties
specifically relate to an earlier date, (b) for such other matters as have been
previously disclosed in writing by the Parent or the Company (including in its
financial statements and notes thereto) to the Holders and (c) for other changes
that could not reasonably be expected to have a Material Adverse Effect.

         2.3. No Default or Event of Default. After giving effect to the
transactions contemplated hereby, there will exist no Default or Event of
Default.

         2.4.     Authorization.

                  2.4.1. Parent and Company. The execution, delivery and
         performance by each of the Parent and the Company of this Amendment and
         each Security Document to which it is a party have been duly authorized
         by all necessary corporate action and, except as provided herein, do
         not require any registration with, consent or approval of, notice to or
         action by, any Person (including any Governmental Authority) in order
         to be effective and enforceable. The Note Agreement, this Amendment and
         such Security Documents each constitute the legal, valid and binding
         obligations of the Parent and the Company, enforceable in accordance
         with their respective terms, except as such enforceability may be
         limited by (i) applicable bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium or other similar laws affecting
         the enforcement of creditors' rights generally and (ii) general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding in equity or at law).

                  2.4.2. Subsidiary Guarantors. The execution, delivery and
         performance by each Subsidiary Guarantor of each Security Document to
         which it is a party have been duly authorized by all necessary
         corporate action and, except as provided herein, do not require any
         registration with, consent or approval of, notice to or action by, any
         Person (including any Governmental Authority) in order to be effective
         and enforceable. Such Security Documents and the Subsidiary Guaranty
         each constitute the legal, valid and binding obligations of such
         Subsidiary Guarantor, enforceable in accordance with their respective
         terms, except as such enforceability may be limited by (i) applicable
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium or other similar laws affecting the enforcement of
         creditors' rights generally and (ii) general principles of equity
         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).

                                       7
<PAGE>

3.       EFFECTIVE DATE

         This Amendment shall become effective as of the date set forth above
upon the satisfaction of the following conditions:

         3.1. Consent of Holders to Amendment. Execution by the Required Holders
and receipt by the Holders of a counterpart of this Amendment duly executed by
the Parent and the Company.

         3.2. Security Interest. The Holders shall have received executed
Security Documents in form and substance satisfactory to the Holders and their
special counsel. All filings necessary to perfect the Liens of the Security
Documents shall have been made and the Holders shall have received a perfected
first security interest in all of the assets of the Company and the Subsidiary
Guarantors covered by the Security Agreement.

         3.3. Amendment to Credit Agreement. The Holders shall have received a
copy of an executed Second Amendment to the Credit Agreement.

         3.4. Amendment Fee. Each Holder shall have received an amendment fee
equal to 0.5% of the outstanding principal amount of the Notes held by such
Holder.

         3.5. Fees of Special Counsel. The Company shall have paid all fees and
expenses of special counsel to the Holders.

4.       MISCELLANEOUS

         4.1. Conditions Subsequent. If any of the following fails to occur
within the time indicated it shall be deemed to be an Event of Default:

                  4.1.1. Within 30 days after the date of this Amendment, the
         Holders shall have entered into a new collateral agency and
         intercreditor agreement with the Banks, or an amendment of the
         Intercreditor Agreement, on terms reasonably satisfactory to the
         Holders, providing for the appointment of a collateral agent and a
         collateral sharing arrangement.

                  4.1.2. Within 20 days after the date of this Amendment, the
         Holders and their special counsel shall have received one or more
         secretary's certificates certifying the resolutions adopted by the
         boards of directors of the Parent, the Company and the Subsidiary
         Guarantors authorizing the transactions contemplated by this Amendment
         and as to the signatures and incumbency of the officers signing this
         Amendment, the Security Documents and any other agreements or documents
         in connections with the transactions contemplated hereby.

                  4.1.3. Within 20 days after the date of this Amendment, the
         Holders shall have received an opinion of counsel for the Parent, the
         Company and the Subsidiary Guarantors, in form and substance
         satisfactory to the Holders and their special counsel, to


                                       8
<PAGE>

         the effect set forth in Section 2.4 and to the further effect that the
         Holders have a valid and perfected security interest in the collateral
         subject to the Security Agreement.

                  4.1.4.   If at any time the Second Amendment to the Credit
         Agreement ceases to be effective.

         4.2. Ratification. Except as amended hereby, the Note Agreement,
including the representations and warranties contained therein, shall remain in
full force and effect and is ratified, approved and confirmed in all respects as
of the date hereof.

         4.3. Reference to and Effect on the Note Agreement. Upon the final
effectiveness of this Amendment, each reference in the Note Agreement and in
other documents describing or referencing the Note Agreement to the "Agreement,"
"Note Agreement," "hereunder," "hereof," "herein," or words of like import
referring to the Note Agreement, shall mean and be a reference to the Note
Agreement, as amended hereby.

         4.4. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto.

         4.5. Governing Law. This Amendment shall be governed by and construed
in accordance with Illinois law.

         4.6. Counterparts. This Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original, but altogether
only one instrument.







                            [Signature Pages Follow]


                                       9
<PAGE>

         IN WITNESS WHEREOF, the Company, the Parent and the Holders have caused
this Amendment to be executed and delivered by their respective officer or
officers thereunto duly authorized.

                                       BIG LOTS STORES, INC.

                                       By:  /s/ Jeffrey G. Naylor
                                            ------------------------------------
                                       Name:  Jeffrey G. Naylor
                                       Title: Senior VP, Chief Financial Officer


                                       BIG LOTS, INC.

                                       By:  /s/ Jeffrey G. Naylor
                                            ------------------------------------
                                       Name:  Jeffrey G. Naylor
                                       Title: Senior VP, Chief Financial Officer


                                      S-1
<PAGE>



HOLDERS:

ALLSTATE LIFE INSURANCE COMPANY

By:  /s/Ronald Mendel
     -----------------------------------------
Name:   Ronald Mendel
        --------------------------------------
Title:
        --------------------------------------

By:   /s/ Robert B. Bodett
      -----------------------------------------
Name:   Robert B. Bodett
        --------------------------------------
Title:
        --------------------------------------
        Authorized Signatories


                                      S-2
<PAGE>


TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

By:  /s/ Mark Dunn
     ------------------------------------------
Name:    Mark Dunn
         --------------------------------------
Title:   Vice-President
         --------------------------------------


                                      S-3
<PAGE>


GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY

By:   /s/ Morian C. Mooers
     ------------------------------------------
Name:    Morian C. Mooers
         --------------------------------------
Title:   Investment Officer
         --------------------------------------


                                      S-4
<PAGE>


GE EDISON LIFE INSURANCE COMPANY

By:  /s/ Hiroyuki Kimoto
     ------------------------------------------
Name:    Hiroyuki Kimoto
         --------------------------------------
Title:   General Manager / Portfolio Management
         --------------------------------------

                                      S-5
<PAGE>


CONNECTICUT GENERAL LIFE INSURANCE COMPANY

By:      CIGNA Investments, Inc. (authorized agent)

     By:  /s/ Debra J. Height
          ----------------------------------------
     Name:  Debra J. Height
            --------------------------------------
     Title: Managing Director
            --------------------------------------

                                      S-6
<PAGE>


LIFE INSURANCE COMPANY OF NORTH AMERICA

By:      CIGNA Investments, Inc. (authorized agent)

     By:  /s/ Debra J. Height
          -------------------------------------------
     Name:   Debra J. Height
             ----------------------------------------
     Title:  Managing Director
             ----------------------------------------

                                      S-7
<PAGE>

THE TRAVELERS INSURANCE COMPANY

By:  /s/ Teresa M. Torrey
     ------------------------------------------
Name:  Teresa M. Torrey
         --------------------------------------
Title:   Second Vice President
         --------------------------------------

                                      S-8
<PAGE>


THE TRAVELERS LIFE AND ANNUITY COMPANY

By:  /s/ Teresa M. Torrey
     ------------------------------------------
Name:    Teresa M. Torrey
         --------------------------------------
Title:   Second Vice President
         --------------------------------------


                                      S-9
<PAGE>


PRINCIPAL LIFE INSURANCE COMPANY

By:    Principal Capital Management, LLC
       a Delaware limited liability company,
       its authorized signatory

         By:  /s/ Jon O. Heiny, Counsel
              ------------------------------
         Its:  Jon O. Heiny, Counsel
               -----------------------------

         By:  /s/ James C. Fifield, Counsel
              ------------------------------
         Its:   James C. Fifield, Counsel
               -----------------------------


                                      S-10
<PAGE>

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

By:  /s/ Michael F. Lannigan
     ------------------------------------------
Name:    Michael F. Lannigan
         --------------------------------------
Title:   Assistant Treasurer
         --------------------------------------


                                      S-11
<PAGE>

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
     By:  Hartford Investment Services, Inc.,
     its Agent and Attorney-in-Fact

     By:  /s/ Eva Konopka
          ----------------------------------------
     Name:  Eva Konopka
            --------------------------------------
     Title: Vice President
            --------------------------------------

                                      S-12
<PAGE>


NATIONWIDE LIFE INSURANCE COMPANY

By:  /s/ Mark W. Poeppelman
     ------------------------------------------
Name:    Mark W. Poeppelman
         --------------------------------------
Title:   Associate Vice President
         --------------------------------------

                                      S-13
<PAGE>

PACIFIC LIFE INSURANCE COMPANY

By:  /s/ Cathy L. Schwartz
     ------------------------------------------
Name:    Cathy L. Schwartz
         --------------------------------------
Title:   Assistant Vice President
         --------------------------------------

By:  /s/ Diane W. Dales
     ------------------------------------------
Name:    Diane W. Dales
         --------------------------------------
Title:   Assistant Secretary
         --------------------------------------

                                      S-14
<PAGE>


AMERICAN FAMILY LIFE INSURANCE COMPANY

By:  /s/ Phillip Hannifan
     ------------------------------------------
Name:    Phillip Hannifan
         --------------------------------------
Title:   Investment Director
         --------------------------------------


                                      S-15
<PAGE>

CLARICA LIFE INSURANCE COMPANY - U.S.

By:   /s/ Constance L. Keller
      -----------------------------------------
Name:    Constance L. Keller
         --------------------------------------
Title:   Executive Director, Private Placements
         --------------------------------------

                                      S-16
<PAGE>


PHOENIX LIFE INSURANCE COMPANY
Formerly known as Phoenix Home Life Mutual
    Insurance Company

By:    /s/ Christopher M. Wilkos
       -----------------------------------
Name:  Christopher M. Wilkos
       -----------------------------------
Title:  Senior Vice President, Corporate
        ----------------------------------
        Portfolio Management
        ----------------------------------


                                      S-17
<PAGE>


Each of the undersigned Subsidiary Guarantors acknowledges the foregoing
Amendment.


MAC FRUGAL'S BARGAINS
CLOSE-OUTS, INC.

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

DURANT DC, LLC (formerly DDC, LLC)

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

CAPITAL RETAIL SYSTEMS, INC.

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

PNS STORES, INC.

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

WEST COAST LIQUIDATORS, INC.

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

C.S. ROSS COMPANY

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

CSC DISTRIBUTION, INC.

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

                                      S-18
<PAGE>

CLOSEOUT DISTRIBUTION, INC.

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

INDUSTRIAL PRODUCTS OF NEW ENGLAND, INC.

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

TOOL AND SUPPLY COMPANY OF NEW ENGLAND, INC.

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

MIDWESTERN HOME PRODUCTS, INC.

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

CONSOLIDATED PROPERTY HOLDINGS, INC.

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:    Jeffrey G. Naylor
         -----------------------------------
Title:   Senior VP, Chief Financial Officer
         -----------------------------------

                                      S-19
<PAGE>


GREAT BASIN LLC

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:  Jeffrey G. Naylor
       -------------------------------------
Title:   Senior VP, Chief Financial Officer
        ------------------------------------

SONORAN LLC

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:  Jeffrey G. Naylor
       -------------------------------------
Title:   Senior VP, Chief Financial Officer
        ------------------------------------

SAHARA LLC

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:  Jeffrey G. Naylor
       -------------------------------------
Title:   Senior VP, Chief Financial Officer
        ------------------------------------

MIDWESTERN HOME PRODUCTS COMPANY, LTD.

By:  /s/ Jeffrey G. Naylor
     ---------------------------------------
Name:  Jeffrey G. Naylor
       -------------------------------------
Title:   Senior VP, Chief Financial Officer
        ------------------------------------

                                      S-20
<PAGE>

                                   SCHEDULE I

                                     HOLDERS


<TABLE>
<CAPTION>
                                                              AGGREGATE PRINCIPAL
                  HOLDER                                      AMOUNT OF NOTES HELD
                  ------                                      --------------------
<S>                                                               <C>
Allstate Life Insurance Company                                   $ 35,000,000
Transamerica Occidental Life Insurance Company                      30,000,000
General Electric Capital Assurance Company                          20,000,000
GE Edison Life Insurance Company                                    10,000,000
Connecticut General Life Insurance Company                          16,400,000
Life Insurance Company Of North America                              3,600,000
The Travelers Insurance Company                                     19,000,000
The Travelers Life And Annuity Company                               1,000,000
Principal Life Insurance Company                                    15,000,000
First Allmerica Financial Life Insurance Company                    10,000,000
Hartford Life And Annuity Insurance Company                         10,000,000
Nationwide Life Insurance Company                                   10,000,000
Pacific Life Insurance Company                                       8,000,000
American Family Life Insurance Company                               7,000,000
Clarica Life Insurance Company - U.S                                 3,000,000
Phoenix Life Insurance Company                                       6,000,000
                                                                  ------------
                                                                  $204,000,000
                                                                  ============
</TABLE>

                                   Schedule 1


</TEXT>
</DOCUMENT>
