0000768835false00007688352022-07-272022-07-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2022
BIG LOTS, INC.
(Exact name of registrant as specified in its charter)
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| | |
| Ohio | 001-08897 | 06-1119097 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | |
4900 E. Dublin-Granville Road, Columbus, Ohio 43081
(Address of principal executive offices) (Zip Code)
(614) 278-6800
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common shares | BIG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Credit Facility
On July 27, 2022, Big Lots, Inc. (“BLI”), Big Lots Stores, LLC (“BLS”), and certain of BLI’s other direct and indirect wholly-owned subsidiaries (together with BLI and BLS, “we,” “us” or “our”) entered into a consent letter (the “Credit Facility Consent Letter”) relating to our $600 million five-year unsecured credit facility (the “Credit Agreement”) by and among BLI and BLS, as borrowers; certain subsidiaries named therein, as guarantors; the banks named therein; and PNC Bank, National Association, as administrative agent for the banks.
Under the Credit Facility Consent Letter, the administrative agent and the banks have consented to the suspension of the testing of the Fixed Charge Coverage Ratio under the Credit Agreement (as defined therein) for the quarterly period ending July 30, 2022. We have also agreed to either (a) amend the Credit Agreement or (b) enter into a new credit facility to replace the Credit Agreement, in each case on terms mutually agreeable among us, the administrative agent and the banks no later than October 28, 2022 (or such later date approved by the administrative agent in its commercially reasonable discretion).
In connection with the execution of the Credit Facility Consent Letter, on July 29, 2022, BLI also entered into an engagement letter with PNC Capital Markets LLC and PNC Bank, National Association (the “Engagement Letter”), pursuant to which PNC Capital Markets has agreed to arrange, on a best efforts basis, a five-year, syndicated asset-based revolving credit facility (the “New Credit Facility”) in an amount up to $900 million in total commitments, with an additional uncommitted increase option of up to $300 million. The New Credit Facility will refinance and replace the Credit Agreement. The Engagement Letter provides, among other things, that (a) borrowings under the New Credit Facility will be subject to a borrowing base consisting of eligible credit card receivables and eligible inventory (including in-transit inventory), subject to customary exceptions and reserves, (b) obligations under the New Credit Facility will be guaranteed by certain of our domestic subsidiaries and will be secured by our working capital assets, subject to customary exceptions, (c) interest payable under the New Credit Facility will fluctuate based on our availability under the facility, and the New Credit Facility will allow us to select our index rate for each borrowing from multiple interest rate options, including one, three or six month adjusted Term SOFR and (d) the New Credit Facility will contain customary affirmative and negative covenants and events of default, and the only financial covenant under the New Credit Facility will be a springing fixed charge coverage ratio. We currently expect to enter into the New Credit Facility during the fiscal quarter ending October 28, 2022, subject to the satisfaction of customary conditions, including the negotiation and execution of documentation acceptable to the parties.
Synthetic Lease
On July 27, 2022, AVDC, LLC (“AVDC”), a wholly-owned indirect subsidiary of BLI, BLI, BLS and certain of BLI’s other direct and indirect wholly-owned subsidiaries (together with AVDC, BLI and BLS, “we,” “us” or “our”) entered into a consent letter (the “Synthetic Lease Consent Letter”) relating to the Participation Agreement in respect of our synthetic credit facility for our distribution center in Apple Valley, California (the “Participation Agreement”) by and among AVDC, as construction agent and lessee; BLI, BLS and certain other subsidiaries of BLI named therein, as guarantors; Wachovia Service Corporation, as lessor; the banks and other lending institutions named therein as lease participants; and Wells Fargo Bank National Association, as administrative agent for the lessor and the lease participants.
Under the Synthetic Lease Consent Letter, the lessor, the administrative agent and the lease participants have consented to the suspension of the testing of the Fixed Charge Coverage Ratio under the Participation Agreement (as defined therein) for the quarterly period ending July 30, 2022. We have also agreed to amend the Participation Agreement on terms mutually agreeable among us, the lessor, the administrative agent and the lease participants no later than October 28, 2022 (or such later date approved by the majority secured parties in their commercially reasonable discretion).
We are currently engaged in discussions with the lessor and the lease participants regarding the terms of an amendment to the Participation Agreement. Based on such discussions, we currently expect to enter into such an amendment during the fiscal quarter ending October 28, 2022, subject to the negotiation and execution of documentation acceptable to the parties.
A copy of the Credit Facility Consent Letter and the Synthetic Lease Consent Letter are filed herewith as Exhibits 10.1 and 10.2, respectively. The foregoing descriptions of the Credit Facility Consent Letter and the Synthetic Lease Consent Letter do not purport to be complete and are qualified in their entirety by reference to the full text of the Credit Facility Consent Letter and the Synthetic Lease Consent Letter, as applicable, which are incorporated herein by reference.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “approximate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect business, financial condition, results of operations or liquidity. Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, developments related to the COVID-19 coronavirus pandemic, current economic and credit conditions, the cost of goods, the inability to successfully execute strategic initiatives, competitive pressures, economic pressures on customers and us, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of our most recent Annual Report on Form 10-K, and other factors discussed from time to time in other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Certain forward-looking statements in this report are subject to risk that the parties are unable to reach agreement on the terms and conditions of the New Credit Facility or an amendment to the Participation Agreement. This release should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in public announcements and SEC filings.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits | | | |
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| | Exhibit No. | | Description | |
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| | | | Credit Facility Consent Letter, dated July 27, 2022. |
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| | | | Synthetic Lease Consent Letter, dated July 27, 2022. |
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| | 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | BIG LOTS, INC. |
| | | |
| Date: July 29, 2022 | By: | /s/ Ronald A. Robins, Jr. |
| | | Ronald A. Robins, Jr. |
| | | Executive Vice President, Chief Legal and Governance Officer, General Counsel and Corporate Secretary |
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PNC Bank, National Association
1900 East Ninth Street
8th Floor
Cleveland, Ohio 44144
July 27, 2022
Big Lots, Stores, LLC, as Borrowing Agent
4900 E. Dublin Granville Road
Columbus, Ohio 43081
Attention: Jonathan Ramsden, EVP, Chief Financial & Administrative Officer
Re: Credit Facility provided to Big Lots Stores, LLC, an Ohio limited liability company ("BLS"), Big Lots, Inc., an Ohio corporation (the "Parent") (BLS, Parent and the Designated Borrowers (as defined in the Credit Agreement, as defined below) from time to time party to the Credit Agreement are each a "Borrower" and collectively, the "Borrowers"), each of the Guarantors (as listed on the signature pages hereto) (collectively, the "Guarantors", and together with the Borrowers, collectively, the "Loan Parties"), PNC Bank, National Association ("PNC Bank"), various other financial institutions from time to time (PNC Bank and such other financial institutions are each a "Bank" and collectively, the "Banks"), and PNC Bank, as administrative agent for the Banks (in such capacity, the "Administrative Agent") (the "Credit Facility").
Dear Mr. Ramsden:
Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of September 22, 2021, by and among the Borrowers, the Guarantors party thereto, the Banks party thereto and the Administrative Agent, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of December 16, 2021, by and among the Borrowers, the Guarantors party thereto, the Banks party thereto and the Administrative Agent (as amended through the date hereof, the "Credit Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.
Pursuant to Section 8.2.16 [Minimum Fixed Charge Coverage Ratio] of the Credit Agreement, the Loan Parties agreed to maintain a Fixed Charge Coverage Ratio of not less than 1.50 to 1.00, calculated as of the end of each fiscal quarter, in each case for the four (4) fiscal quarters then ended ("Minimum Fixed Charge Coverage Ratio"). The Loan Parties have requested that the Administrative Agent and the Banks suspend the testing of this Minimum Fixed Charge Coverage Ratio for the fiscal quarter period ending July 30, 2022 (the "July Minimum Fixed Charge Coverage Ratio Test").
Please be advised that the Administrative Agent and Banks hereby consent to the suspension of the July Minimum Fixed Charge Coverage Ratio Test; provided, however, that such consent is given subject to the satisfaction of the Conditions (as defined below) on or before the date hereof.
In connection with such request, each Loan Party hereby covenants and agrees to either (a) duly execute and deliver an amendment to the existing Credit Agreement or (b) enter into a new credit facility to replace the existing Credit Agreement, in each case, on terms mutually agreeable among the Loan Parties, the Administrative Agent and the Banks no later than October 28, 2022 (as such time period may be extended by the Administrative Agent in its commercially reasonable discretion, the "Amendment or Replacement Date"); provided that, for the avoidance of doubt, the Loan Parties shall not be obligated to enter into any such amendment or new credit facility (subject to the Event of Default contemplated by the next paragraph).
Each Loan Party acknowledges that this letter is hereby deemed to be a “Loan Document” under the Credit Agreement and failure to comply with the terms of this letter by the Amendment or Replacement Date shall at the Administrative Agent’s discretion, or upon the request of the Required Banks, constitute an immediate Event of Default under the Credit Agreement.
As used herein, "Conditions" shall mean the performance and/or delivery, in form and substance reasonably satisfactory to the Administrative Agent, of the following items:
(a) this letter, duly executed by the Loan Parties;
(b) payment of all fees and expenses owed to the Administrative Agent and its counsel and the Banks in connection herewith; and
(c) any other such documents, instruments or evidence as may be reasonably requested by the Administrative Agent, if any.
The consents and agreements contained herein shall be limited to the specific consents and agreements made herein. Except as set forth herein, the Administrative Agent and the Banks hereby expressly reserve all rights, remedies, powers and privileges they have or may have under the Credit Agreement, any of the Loan Documents, and applicable law or equity.
This letter shall be deemed to be a contract under the Laws of the State of Ohio without regard to its conflict of laws principles.
This letter constitutes an accommodation to the Loan Parties and the agreements contained herein shall be limited to the specific agreements made herein. Except as otherwise modified herein, all other terms and conditions of the Credit Agreement and the Loan Documents continue in full force and effect and are unmodified by this letter.
This letter may be executed in multiple counterparts and delivered by facsimile, e-mail or portable document format (.pdf) transmission, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The delivery of a manually executed original counterpart signature page to this letter by fax or by electronic delivery in .pdf or similar format will be sufficient to bind the parties to the terms and conditions of this letter without the need for delivery of a manually executed original counterpart signature page.
[SIGNATURE PAGES FOLLOW]
If the foregoing terms and conditions are acceptable to you, please indicate your acceptance by signing in the spaces indicated below. This letter agreement shall constitute a rider to and form a part of the Credit Agreement, as the same may be amended, modified or supplemented from time to time.
PNC Bank, National Association, as
Administrative Agent and as a Lender
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| By: | /s/ Anthony Irwin |
| Name: | Anthony Irwin |
| Title: | Vice President |
Acknowledged and accepted as of this
27th day of July, 2022.
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| BORROWERS: |
| |
ATTEST:
By: /s/ Steven J. Hutkai Name: Steven J. Hutkai Title: VP, Tax & Treasurer
| BIG LOTS STORES, LLC.
By: /s/ Jonathan E. Ramsden Name: Jonathan E. Ramsden Title: EVP, Chief Financial & Administrative Officer
|
ATTEST:
By: /s/ Steven J. Hutkai Name: Steven J. Hutkai Title: VP, Tax & Treasurer
| BIG LOTS, INC.
By: /s/ Jonathan E. Ramsden Name: Jonathan E. Ramsden Title: EVP, Chief Financial & Administrative Officer
|
ATTEST:
By: /s/ Steven J. Hutkai Name: Steven J. Hutkai Title: VP, Tax & Treasurer
| GUARANTORS:
AVDC, LLC Big Lots eCommerce LLC BIG LOTS F&S, LLC CLOSEOUT DISTRIBUTION, LLC BIG LOTS STORES – CSR, LLC CSC DISTRIBUTION, LLC DURANT DC, LLC GREAT BASIN LLC BIG LOTS STORES – PNS, LLC BIG LOTS MANAGEMENT, LLC BROYHILL, LLC PAFDC LLC GAFDC LLC CONSOLIDATED PROPERTY HOLDINGS, INC. INFDC, LLC WAFDC, LLC
By: /s/ Jonathan E. Ramsden Name: Jonathan E. Ramsden Title: EVP, Chief Financial & Administrative Officer
|
ADMINISTRATIVE AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION,
individually and as Administrative Agent
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| By: | /s/ Anthony Irwin |
| Name: | Anthony Irwin |
| Title: | Vice President |
WELLS FARGO BANK, NATIONAL
ASSOCIATION
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| By: | /s/ Andre Hester |
| Name: | Andre Hester |
| Title: | Director |
U.S. BANK NATIONAL ASSOCIATION
| | | | | |
| By: | /s/ Peter Hale |
| Name: | Peter Hale |
| Title: | Vice President |
TRUIST BANK
| | | | | |
| By: | /s/ Tesha Winslow |
| Name: | Tesha Winslow |
| Title: | Director |
THE HUNTINGTON NATIONAL BANK
| | | | | |
| By: | /s/ Phil Andresen |
| Name: | Phil Andresen |
| Title: | Vice President |
BANK OF AMERICA, N.A.
| | | | | |
| By: | /s/ Gregg Bush |
| Name: | Gregg Bush |
| Title: | Senior Vice President |
MUFG BANK, LTD.
| | | | | |
| By: | /s/ Reema Sharma |
| Name: | Reema Sharma |
| Title: | Authorized Signatory |
Capital One, National Association
| | | | | |
| By: | /s/ Benjamin Lucas |
| Name: | Benjamin Lucas |
| Title: | Duly Authorized Signatory |
Citizens Bank, N.A.
| | | | | |
| By: | /s/ Carl S. Tabacjar, Jr. |
| Name: | Carl S. Tabacjar, Jr. |
| Title: | Senior Vice President |
First Commonwealth Bank
| | | | | |
| By: | /s/ David Wright |
| Name: | David Wright |
| Title: | Corporate Banker |
The Bank of Nova Scotia
| | | | | |
| By: | /s/ Todd Kennedy |
| Name: | Todd Kennedy |
| Title: | Managing Director |
BOKF, NA
| | | | | |
| By: | /s/ Timberly Harding |
| Name: | Timberly Harding |
| Title: | Senior Vice President |
Comerica Bank
| | | | | |
| By: | /s/ John Lascody |
| Name: | John Lascody |
| Title: | Vice President |
Fifth Third Bank
| | | | | |
| By: | /s/ Todd S. Robinson |
| Name: | Todd S. Robinson |
| Title: | SVP |
Wells Fargo Bank, National Association
MAC N9305-157
90 S. 7th Street, 15th Floor
Minneapolis, MN 55402
Attention: Zach Shimota
July 27, 2022
AVDC, LLC
c/o Big Lots, Inc.
4900 E. Dublin-Granville Road
Columbus, OH 43081
Attention: Jonathan Ramsden, EVP, Chief Financial & Administrative Officer
Re: Synthetic Lease Facility provided to AVDC, LLC (formerly, AVDC, Inc.), an Ohio limited liability company (“AVDC”) by Wachovia Service Corporation, a Delaware corporation (“WSC”) and certain other financing parties pursuant to the Participation Agreement (as such term is hereinafter defined) and the other Operative Agreements
Dear Mr. Ramsden:
Reference is made to that certain Participation Agreement dated as of November 30, 2017 (the “Original Participation Agreement”) by and among AVDC (the “Construction Agent” or “Lessee”); the various entities which are parties thereto from time to time as guarantors (individually, a “Guarantor” and collectively, the “Guarantors” and together with the Construction Agent and the Lessee, the “Credit Parties”); WSC (the “Lessor”); the various banks and other lending institutions which are parties thereto from time to time as lease participants (individually, a “Lease Participant” and collectively, the “Lease Participants” and together with the Lessor, the “Lessor Parties”); and Wells Fargo Bank, National Association, a national banking association, as the agent for the Lessor Parties and, respecting the Security Documents, as the agent for the Secured Parties (in such capacity, the “Agent”), as the Original Participation Agreement has been amended by (x) that certain First Amendment to Certain Operative Agreements dated as of August 31, 2018 (the “First Amendment”) by and among the Credit Parties thereto, the Lessor Parties thereto and the Agent, (y) that certain Second Amendment to Certain Operative Agreements dated as of August 2, 2019 (the “Second Amendment”) by and among the Credit Parties thereto, the Lessor Parties thereto and the Agent, and (z) that certain Third Amendment to Certain Operative Agreements dated as of September 22, 2021(the “Third Amendment”) by and among the Credit Parties thereto, the Lessor Parties thereto and the Agent. The Original Participation Agreement, as amended by the First Amendment, the Second Amendment and the Third Amendment shall be referred to herein as the “Participation Agreement”. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in Appendix A to the Participation Agreement.
Pursuant to Section 8.3B(p) of the Participation Agreement, the Credit Parties agreed to maintain a Fixed Charge Coverage Ratio of not less than 1.50 to 1.00, calculated as of the end of each fiscal quarter, in each case for the four (4) fiscal quarters then ended (the “Minimum Fixed Charge Coverage Ratio”). The Credit Parties have requested that the Agent and the Lessor Parties suspend the testing of this Minimum Fixed Charge Coverage Ratio solely for the fiscal quarter period ending July 30, 2022 (the “July Minimum Fixed Charge Coverage Ratio Test”).
Please be advised that the Agent and the Lessor Parties hereby consent to the suspension of the July Minimum Fixed Charge Coverage Ratio Test; provided, however, that such consent is given subject to the satisfaction of the Conditions (as defined below) on or before the date hereof.
In connection with such request to suspend the July Minimum Fixed Charge Coverage Ratio Test, each Credit Party hereby covenants and agrees to duly execute and deliver an amendment to the existing Participation Agreement on terms mutually agreeable among the Credit Parties, the Agent and the Lessor Parties no later than October 28, 2022 (as such time period may be extended by the Majority Secured Parties in their commercially reasonable discretion, the “Amendment Date”); provided that, for the avoidance of doubt, the Credit Parties shall not be obligated to enter into any such amendment by the Amendment Date, however, any failure by the Credit Parties, the Agent and the Lessor Parties to enter into any such amendment by the Amendment Date shall (at the Agent’s discretion or upon the request of the Majority Secured Parties) constitute an immediate Lease Event of Default by the Lessee and the other Credit Parties pursuant to Section 17.1 of the Lease as though Section 17.1 of the Lease expressly referenced an immediate Lease Event of Default regarding the lack of such amendment to be in effect by the Amendment Date.
Each Credit Party acknowledges that this letter agreement is hereby deemed to be an “Operative Agreement”.
As used herein, “Conditions” shall mean the performance and/or delivery, in form and substance reasonably satisfactory to the Agent, of the following items:
(a) this letter agreement, duly executed by the Credit Parties;
(b) the consent letter regarding the Revolving Credit Agreement dated on or about the date hereof, duly executed by the Parent, Big Lots Stores, LLC (formerly, Big Lots Stores, Inc.), the other Loan Parties (as such term is defined in such consent letter), the Banks (as such term is defined in such consent letter) and PNC Bank, National Association, as administrative agent for the Banks;
(c) payment of all fees and expenses owed to the Agent and its counsel and the Lessor Parties in connection herewith; and
(d) any other such documents, instruments or evidence as may be reasonably requested by the Agent, if any.
The consents and agreements contained herein shall be limited to the specific consents and agreements made herein. Except as set forth herein, the Agent and the Lessor Parties hereby expressly reserve all rights, remedies, powers and privileges they have or may have under the Participation Agreement, any of the other Operative Agreements and applicable law or equity.
THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCEPT TO THE EXTENT THAT LOCAL LAW IS PROPERLY APPLICABLE FOR MATTERS OF REAL PROPERTY.
This letter agreement constitutes an accommodation to the Credit Parties and the agreements contained herein shall be limited to the specific agreements made herein. Except as otherwise modified herein, all other terms and conditions of the Participation Agreement and the other Operative Agreements continue in full force and effect and are unmodified by this letter agreement.
This letter agreement may be executed in multiple counterparts and delivered by facsimile, e-mail or portable document format (.pdf) transmission, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The delivery of a manually executed original counterpart signature page to this letter agreement by fax or by electronic delivery in .pdf or similar format will be sufficient to bind the parties to the terms and conditions of this letter agreement without the need for delivery of a manually executed original counterpart signature page.
[SIGNATURE PAGES FOLLOW]
If the foregoing terms and conditions are acceptable to you, please indicate your acceptance by signing in the spaces indicated below. This letter agreement shall constitute a rider to and form a part of the Participation Agreement, as the same may be amended, modified, extended, supplemented, restated and/or replaced from time to time.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as the Agent
| | | | | |
| By: | /s/ Andre Hester |
| Name: | Andre Hester |
| Title: | Director |
[signature pages continue]
CONSENT LETTER AGREEMENT
CHAR1\1920476
Acknowledged and accepted as of this 27th day of July, 2022.
CONSTRUCTION AGENT AND LESSEE:
AVDC, LLC (formerly, AVDC, Inc.), as the
Construction Agent and the Lessee
| | | | | |
| By: | /s/ Jonathan E. Ramsden |
| Name: | Jonathan E. Ramsden |
| Title: | EVP, Chief Financial & Administrative Officer |
(signature pages continue)
CONSENT LETTER AGREEMENT
CHAR1\1920476
GUARANTORS:
BIG LOTS STORES, LLC (formerly, Big Lots Stores,
Inc.)
BIG LOTS, INC.
BIG LOTS ECOMMERCE LLC
BIG LOTS F&S, LLC (formerly, Big Lots F&S, Inc.)
BIG LOTS MANAGEMENT, LLC (formerly, BLHQ
LLC)
BROYHILL, LLC
CLOSEOUT DISTRIBUTION, LLC (formerly,
Closeout Distribution, Inc.)
CONSOLIDATED PROPERTY HOLDINGS, INC.
CSC DISTRIBUTION LLC (formerly, CSC
Distribution, Inc.)
BIG LOTS STORES – CSR, LLC (formerly, C.S. Ross
Company)
DURANT DC, LLC
GAFDC LLC
GREAT BASIN LLC
PAFDC LLC
BIG LOTS STORES – PNS, LLC (formerly, PNS
Stores, Inc.)
WAFDC, LLC
INFDC, LLC
| | | | | |
| By: | /s/ Jonathan E. Ramsden |
| Name: | Jonathan E. Ramsden |
| Title: | EVP, Chief Financial & Administrative Officer |
(signature pages continue)
CONSENT LETTER AGREEMENT
CHAR1\1920476
LESSOR PARTIES:
WACHOVIA SERVICE CORPORATION, as the
Lessor
| | | | | |
| By: | /s/ John G. McGowan |
| Name: | John G. McGowan |
| Title: | Vice President |
(signature pages continue)
CONSENT LETTER AGREEMENT
CHAR1\1920476
BANKERS COMMERCIAL CORPORATION, as a
Lease Participant
| | | | | |
| By: | /s/ Manuel Gonzalez |
| Name: | Manuel Gonzalez |
| Title: | Vice President |
(signature pages continue)
CONSENT LETTER AGREEMENT
CHAR1\1920476
PNC BANK, NATIONAL ASSOCIATION (successor-
by-merger to PNC Equipment Finance, LLC), as a Lease
Participant
| | | | | |
| By: | /s/ Craig A. Zimmerman |
| Name: | Craig A. Zimmerman |
| Title: | Senior Vice President |
(signature pages end)
CONSENT LETTER AGREEMENT
CHAR1\1920476