Exhibit No

Exhibit 10.2

FIRST AMENDMENT TO CREDIT AGREEMENT

     This First Amendment to Credit Agreement is dated this 25^th day of October, 2005, by and among Big Lots Stores, Inc., an Ohio corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement (as hereinafter defined)), the Banks (as defined in the Credit Agreement), PNC Bank, National Association, in its capacity as syndication agent for the Banks (the “Syndication Agent”), National City Bank, in its capacity as administrative agent for the Banks (the “Agent”), and Wachovia Bank, N.A., in its capacity as documentation agent for the Banks (the “Documentation Agent”) (“First Amendment”).

W I T N E S S E T H:

     WHEREAS, the Borrower, the Guarantors, the Banks, the Syndication Agent, the Agent and the Documentation Agent entered into that certain Credit Agreement, dated October 29, 2004 (as amended, the “Credit Agreement”); and

     WHEREAS, the Borrower and the Guarantors desire to amend certain provisions of the Credit Agreement and the Banks, the Syndication Agent, the Agent and the Documentation Agent shall permit such amendments pursuant to the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

     1. All capitalized terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement unless the context clearly indicates otherwise.

     2. Section 1.1 of the Credit Agreement is hereby amended by deleting the following definition in its entirety and replacing it with the following:

     Consolidated EBITDAR shall mean, for any period of determination, without duplication (i) the sum of consolidated net income, depreciation, amortization, other non-cash charges to net income, interest expense, income tax expense, Consolidated Rental Expense, up to Sixty Million and 00/100 Dollars ($60,000,000.00) for net charges related to KB Toys (incurred after the Closing Date) and Sixty Million and 00/100 Dollars ($60,000,000.00) for retail store closing related net charges for such period, minus (ii) non-cash credit to net income, in each case determined and consolidated for the Parent and its Subsidiaries in accordance with GAAP; provided, however, the exclusion of net charges to operations related to KB Toys shall not exceed Sixty Million and 00/100 Dollars ($60,000,000.00) in the aggregate between the Closing Date and the Expiration Date.

     3. Exhibit 7.2.5 to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted Exhibit 7.2.5 attached hereto.

     4. Exhibit 7.3.3 to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted Exhibit 7.3.3 attached hereto.

     5. The provisions of Section 2 through 4 of this First Amendment shall not become effective until the Syndication Agent has received the following items, each in form and substance acceptable to the Syndication Agent and its counsel:

          (a) this First Amendment, duly executed by each of the Loan Parties and the Required Banks;

          (b) the documents listed in the Closing Agenda set forth on Exhibit A attached hereto and made a part hereof; and

          (c) the fees payable by the Borrower to the Syndication Agent and the Banks as more fully set forth in that certain fee letter, dated October 11, 2005, by and among the Syndication Agent, PNC Capital Markets, Inc. and the Borrower.

     6. Each Loan Party hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement, and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time.

     7. Each Loan Party acknowledges and agrees that each and every document, instrument or agreement, which at any time has secured the Obligations including, without limitation, the Guaranty Agreements, hereby continues to secure the Obligations.

     8. Each Loan Party hereby represents and warrants to the Banks and the Agent that (i) such Loan Party has the legal power and authority to execute and deliver this First Amendment, (ii) the officers of such Loan Party executing this First Amendment have been duly authorized to execute and deliver the same and bind such Loan Party with respect to the provisions hereof, (iii) the execution and delivery hereof by such Loan Party and the performance and observance by such Loan Party of the provisions hereof and all documents executed or to be executed herewith, do not violate or conflict with the organizational agreements of such Loan Party or any material Law applicable to such Loan Party or result in a breach of any provision of or constitute a default under any other material agreement, instrument or document binding upon or enforceable against such Loan Party, and (iv) this First Amendment and the documents executed or to be executed by such Loan Party in connection herewith constitute valid and binding obligations of such Loan Party in every respect, enforceable in accordance with their respective terms.

     9. Each Loan Party represents and warrants that (i) no Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this First Amendment or the performance or observance of any provision hereof, (ii) the schedules attached to and made a part of the Credit Agreement, are true and correct in all material respects as of the date hereof, except as such schedules may have heretofore been amended or modified in writing in accordance with the Credit Agreement and (iii) it presently has no known claims or

actions of any kind at Law or in equity against the Banks or the Agent arising out of or in any way relating to the Loan Documents.

     10. The Borrower represents and warrants that its Debt Rating from Standard & Poor’s has not been withdrawn at any time from the Closing Date through and including the date of this First Amendment.

     11. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby.

     12. The agreements contained in this First Amendment are limited to the specific agreements made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement and the Loan Documents shall remain in full force and effect. This First Amendment amends the Credit Agreement and is not a novation thereof.

     13. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument.

     14. This First Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the State of Ohio without regard to the principles of the conflicts of law thereof. Each Loan Party hereby consents to the jurisdiction and venue of the Court of Common Pleas of Franklin County, Ohio and the United States District Court for the Southern District of Ohio with respect to any suit arising out of or mentioning this First Amendment.

[INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this First Amendment to be duly executed by their duly authorized officers on the day and year first above written.

BORROWER: WITNESS:				BIG LOTS STORES, INC.
/s/ Charles W. Haubiel II				By:		/s/ Joe R. Cooper
				Name:		Joe R. Cooper
				Title:		Senior Vice President and Chief
						Financial Officer

GUARANTORS:		BIG LOTS, INC.
		CAPITAL RETAIL SYSTEMS, INC.
		C.S. ROSS COMPANY
		CSC DISTRIBUTION, INC.
		MAC FRUGAL’S BARGAINS·CLOSE-OUTS, INC.
		PNS STORES, INC.
		WEST COAST LIQUIDATORS, INC.
		CLOSEOUT DISTRIBUTION, INC.
		MIDWESTERN HOME PRODUCTS, INC.
		INDUSTRIAL PRODUCTS OF NEW ENGLAND, INC.
		TOOL AND SUPPLY COMPANY OF NEW ENGLAND, INC.
		DURANT DC, LLC
		SONORAN LLC
		SAHARA LLC
		BLSI PROPERTY, LLC
		GREAT BASIN LLC

WITNESS:
/s/ Charles W. Haubiel II				By:		/s/ Joe R. Cooper
				Name:		Joe R. Cooper
				Title:		Senior Vice President and Chief
						Financial Officer
WITNESS:				CONSOLIDATED PROPERTY HOLDINGS, INC.
/s/ Charles W. Haubiel II				By:		/s/ Joe R. Cooper
				Name:		Joe R. Cooper
				Title:		Senior Vice President and Chief
						Financial Officer

		PNC BANK, NATIONAL ASSOCIATION,
		as a Bank and as Syndication Agent
		By:		/s/ Richard L. Munsick
		Name: Richard L. Munsick
		Title: Senior Vice President
		NATIONAL CITY BANK, as a Bank and as Administrative Agent
		By:		/s/ Ralph A. Kaparos
		Name: Ralph A. Kaparos
		Title: Senior Vice President
		WACHOVIA BANK, N.A., as a Bank and as Documentation Agent
		By:		/s/ Thomas M. Harper
		Name: Thomas M. Harper
		Title: Senior Vice President

		WELLS FARGO BANK, N.A.
		By:		/s/ Steven Buehler
		Name: Steven Buehler
		Title: Vice President
		By:		/s/ Peter Martinets
		Name: Peter Martinets
		Title: Vice President
		BANK OF AMERICA, N.A.
		By:		/s/ Peter A. Foley
		Name: Peter A. Foley
		Title: Vice President
		U.S. BANK, NATIONAL ASSOCIATION
		By:		/s/ Jennifer L. Thurston
		Name: Jennifer L. Thurston
		Title: AVP
		FIFTH THIRD BANK (CENTRAL OHIO)
		By:		/s/ Christopher D. Jones
		Name: Christopher D. Jones
		Title: Vice President

		SUNTRUST BANK
		By:		/s/ Molly J. Drennan
		Name: Molly J. Drennan
		Title: Director
		HSBC BANK USA, National Association
		By:		/s/ Douglas D. Smith
		Name: Douglas D. Smith
		Title: Vice President
		THE BANK OF NEW YORK
		By:		/s/ Randolph E.J. Medrano
		Name: Randolph E.J. Medrano
		Title: Vice President
		LASALLE BANK NATIONAL ASSOCIATION
		By:		/s/ David Bacon
		Name: David Bacon
		Title: VP

		BANK OF TOKYO-MITSUBISHI, LTD.
		By:		/s/ Tsuguyuki Umene
		Name: Tsuguyuki Umene
		Title: Deputy General Manager
		THE HUNTINGTON NATIONAL BANK
		By:		/s/ John M. Luehmann
		Name: John M. Luehmann
		Title: Vice President
		GUARANTY BANK
		By:		/s/ Robert S. Hays
		Name: Robert S. Hays
		Title: Senior Vice President
		HIBERNIA BANK
		By:		/s/ Julie Nosser
		Name: Julie Nosser
		Title: Assistant Vice President