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.
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
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
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
0000-X, Xxxxxxx 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 Xxxxx'x
(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
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
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
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
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
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
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/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior VP, Chief Financial Officer
BIG LOTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior VP, Chief Financial Officer
S-1
HOLDERS:
ALLSTATE LIFE INSURANCE COMPANY
By: /s/Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
--------------------------------------
Title:
--------------------------------------
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------------------
Title:
--------------------------------------
Authorized Signatories
S-2
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
By: /s/ Xxxx Xxxx
------------------------------------------
Name: Xxxx Xxxx
--------------------------------------
Title: Vice-President
--------------------------------------
S-3
GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------------------
Title: Investment Officer
--------------------------------------
S-4
XX XXXXXX LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxxxx Xxxxxx
--------------------------------------
Title: General Manager / Portfolio Management
--------------------------------------
S-5
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By: CIGNA Investments, Inc. (authorized agent)
By: /s/ Xxxxx X. Height
----------------------------------------
Name: Xxxxx X. Height
--------------------------------------
Title: Managing Director
--------------------------------------
S-6
LIFE INSURANCE COMPANY OF NORTH AMERICA
By: CIGNA Investments, Inc. (authorized agent)
By: /s/ Xxxxx X. Height
-------------------------------------------
Name: Xxxxx X. Height
----------------------------------------
Title: Managing Director
----------------------------------------
S-7
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------------------
Title: Second Vice President
--------------------------------------
S-8
THE TRAVELERS LIFE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
--------------------------------------
Title: Second Vice President
--------------------------------------
S-9
PRINCIPAL LIFE INSURANCE COMPANY
By: Principal Capital Management, LLC
a Delaware limited liability company,
its authorized signatory
By: /s/ Xxx X. Xxxxx, Counsel
------------------------------
Its: Xxx X. Xxxxx, Counsel
-----------------------------
By: /s/ Xxxxx X. Xxxxxxx, Counsel
------------------------------
Its: Xxxxx X. Xxxxxxx, Counsel
-----------------------------
S-10
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
--------------------------------------
Title: Assistant Treasurer
--------------------------------------
S-11
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By: Hartford Investment Services, Inc.,
its Agent and Attorney-in-Fact
By: /s/ Xxx Xxxxxxx
----------------------------------------
Name: Xxx Xxxxxxx
--------------------------------------
Title: Vice President
--------------------------------------
S-12
NATIONWIDE LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxxxxx
--------------------------------------
Title: Associate Vice President
--------------------------------------
S-13
PACIFIC LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxxx
--------------------------------------
Title: Assistant Vice President
--------------------------------------
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
--------------------------------------
Title: Assistant Secretary
--------------------------------------
S-14
AMERICAN FAMILY LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxxxx Xxxxxxxx
--------------------------------------
Title: Investment Director
--------------------------------------
S-15
CLARICA LIFE INSURANCE COMPANY - U.S.
By: /s/ Xxxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
--------------------------------------
Title: Executive Director, Private Placements
--------------------------------------
S-16
PHOENIX LIFE INSURANCE COMPANY
Formerly known as Phoenix Home Life Mutual
Insurance Company
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President, Corporate
----------------------------------
Portfolio Management
----------------------------------
S-17
Each of the undersigned Subsidiary Guarantors acknowledges the foregoing
Amendment.
MAC FRUGAL'S BARGAINS
CLOSE-OUTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
XXXXXX XX, LLC (formerly DDC, LLC)
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
CAPITAL RETAIL SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
PNS STORES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
WEST COAST LIQUIDATORS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
X.X. XXXX COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
CSC DISTRIBUTION, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
S-18
CLOSEOUT DISTRIBUTION, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
INDUSTRIAL PRODUCTS OF NEW ENGLAND, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
TOOL AND SUPPLY COMPANY OF NEW ENGLAND, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
MIDWESTERN HOME PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
CONSOLIDATED PROPERTY HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior VP, Chief Financial Officer
-----------------------------------
S-19
GREAT BASIN LLC
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------------
Title: Senior VP, Chief Financial Officer
------------------------------------
SONORAN LLC
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------------
Title: Senior VP, Chief Financial Officer
------------------------------------
SAHARA LLC
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------------
Title: Senior VP, Chief Financial Officer
------------------------------------
MIDWESTERN HOME PRODUCTS COMPANY, LTD.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------------
Title: Senior VP, Chief Financial Officer
------------------------------------
S-20
SCHEDULE I
HOLDERS
AGGREGATE PRINCIPAL
HOLDER AMOUNT OF NOTES HELD
------ --------------------
Allstate Life Insurance Company $ 35,000,000
Transamerica Occidental Life Insurance Company 30,000,000
General Electric Capital Assurance Company 20,000,000
XX Xxxxxx 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
============
Schedule 1
