Credit Facility Consent Letter, dated July 27, 2022

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").

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:

(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.

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.