Exhibit
10 (b)


 


 FIFTH AMENDMENT TO CREDIT AGREEMENT


 


THIS FIFTH AMENDMENT TO
CREDIT AGREEMENT (the “Amendment”) is made as of the 19th day of May, 2006 by
and among FAMILY DOLLAR STORES, INC., FAMILY DOLLAR, INC. (collectively, the “Borrowers”),
and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National
Bank) (the “Bank”).


 


RECITALS:


 


The Borrowers and the Bank entered into a certain
Credit Agreement dated as of August 7, 2001 (as amended, modified or
supplemented prior to the date hereof, including by (a) letter amendment dated
May 1, 2002, (b) the First Amendment to Credit Agreement dated as of May 29,
2003, (c) the Second Amendment to Credit Agreement dated as of May 27, 2004,
(d) the Third Amendment to Credit Agreement dated as of May 16, 2005 and (e)
the Fourth Amendment to Credit Agreement dated as of March 21, 2006) (the “Credit
Agreement”). Capitalized terms used in this Amendment, which are not otherwise
defined in this Amendment shall have the respective meanings assigned to them
in the Credit Agreement.


 


The Borrowers and the Bank wish to amend the Credit
Agreement in certain respects, as hereinafter provided.


 


NOW, THEREFORE, in consideration of the Recitals and
the mutual promises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrowers and the Bank, intending to be legally bound hereby, agree as
follows:


 


SECTION
1.  Recitals. The Recitals are
incorporated herein by reference and shall be deemed to be a part of this
Amendment.


 


SECTION
2.  Amendments to the Credit Agreement.
The Credit Agreement is hereby amended as set forth in this Section 2.


 


“‘Tranche A Termination Date’ means May 31,
2011, or such earlier date as the Tranche A Commitment is terminated pursuant
to this Agreement.”


 


“‘Tranche B Termination Date’ means May 24,
2007, or such earlier date as the Tranche B Commitment is terminated pursuant
to this Agreement.”


 


The Address for Notices on page 32 of the Credit Agreement is amended in
its entirety to read as follows:


 


Jorge Gonzalez


Managing Director


Portfolio Management


Wachovia Bank N.A.


301 South College Street NC
5562


Charlotte, NC 28288


Phone (704) 383-8461


e-mail
jorge.gonzalez@wachovia.com


 


SECTION
3.  Conditions to Effectiveness. The
effectiveness of this Amendment and the obligations of the Bank hereunder are
subject to the satisfaction of the following condition:


 


1

















 


(a)                 the Bank shall have received from each of
the Borrowers and each of the Guarantors a counterpart hereof signed by such
party.


 


SECTION
4.  No Other Amendment. Except for
the amendments set forth above, the text of the Credit Agreement and each of
the other Loan Documents, including, without limitation, the Guaranty, shall
remain unchanged and in full force and effect. This Amendment is not intended
to effect, nor shall it be construed as, a novation. The Credit Agreement and
this Amendment shall be construed together as a single agreement. Nothing
herein contained shall waive, annul, vary or affect any provision, condition,
covenant or agreement contained in the Credit Agreement, except as herein
amended, nor affect or impair any rights, powers or remedies under the Credit
Agreement as hereby amended. The Borrowers promise and agree to perform all of
the requirements, conditions, agreement and obligations under the terms of the
Credit Agreement, as hereby amended, the Credit Agreement, as amended, being
hereby ratified and affirmed. The Borrowers hereby expressly agree that the
Credit Agreement, as amended, and each of the other Loan Documents, is in full
force and effect.


 


SECTION
5.  Representations and Warranties.
Each of the Borrowers hereby represents and warrants to the Bank as follows:


 


(a)          No Default or Event of Default under the
Credit Agreement or any other Loan Document has occurred and is continuing
unwaived by the Bank on the date hereof;


 


(b)         The representations and warranties of the
Borrowers set forth in Article V of the Credit Agreement shall be true on and
as of the date hereof.


 


(c)          Each of the Borrowers has the power and
authority to enter into this Amendment and to do all acts and things as are
required or contemplated hereunder, or thereunder, to be done, observed and
performed by it.


 


(d)         This Amendment has been duly authorized,
validly executed and delivered by one or more authorized officers of each
Borrower and constitutes a legal, valid and binding obligation of each of the
Borrowers, enforceable against each of the Borrowers in accordance with its
terms, provided that such enforceability is subject to applicable Debtor Relief
Laws and general principles of equity.


 


(e)          The execution and delivery of this
Amendment and the performance hereunder by each of the Borrowers does not and
will not require the consent or approval of any regulatory authority or
governmental authority or agency having jurisdiction over any Borrower, nor be
in contravention of or in conflict with the certificate of incorporation or
bylaws of any Borrower, or the provision of any statute, or any judgement,
order, indenture, instrument, agreement or undertaking, to which any Borrower
is party or by which the assets or properties of any Borrower are or may become
bound.


 


SECTION
6.                                Counterparts. This Amendment may be executed in
multiple counterparts each of which shall be deemed to be an original and all
of which, taken together, shall constitute one and the same agreement.


 


SECTION
7.                                Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of North Carolina, without
reference to the conflicts or choice of law principles thereof.


 


2

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed, under seal, by their respective authorized officers as of the day and
year first above written.


 


	
   

  	
  Borrowers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  FAMILY DOLLAR
  STORES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  C. Martin Sowers

  	
   

  
	
   

  	
   

  	
  Name: C. Martin
  Sowers

  
	
   

  	
   

  	
  Title: Sr. Vice
  President - Finance

  	
   

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  FAMILY DOLLAR,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  C. Martin Sowers

  	
   

  
	
   

  	
   

  	
  Name: C. Martin
  Sowers

  
	
   

  	
   

  	
  Title: Sr. Vice
  President - Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  Bank:

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK,
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Jorge A. Gonzalez

  	
   

  
	
   

  	
   

  	
  Name: Jorge A.
  Gonzalez

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  
										



 


ACKNOWLEDGED AND AGREED
BY GUARANTORS:


 


 


	
  FAMILY
  DOLLAR SERVICES, INC.

  	
  [CORPORATE
  SEAL]

  
	
   

  	
   

  
	
  By:

  	
    /s/
  C. Martin Sowers

  	
   

  	
   

  
	
   

  	
  Name: C. Martin
  Sowers

  	
   

  
	
   

  	
  Title: Sr. Vice
  President - Finance

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FAMILY
  DOLLAR OPERATIONS, INC.

  	
  [CORPORATE
  SEAL]

  
	
   

  	
   

  
	
  By:

  	
    /s/
  C. Martin Sowers

  	
   

  	
   

  
	
   

  	
  Name: C. Martin
  Sowers

  	
   

  
	
   

  	
  Title: Sr. Vice
  President - Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  FAMILY
  DOLLAR TRUCKING, INC.

  	
  [CORPORATE
  SEAL]

  
	
   

  	
   

  
	
  By:

  	
    /s/
  C. Martin Sowers

  	
   

  	
   

  
	
   

  	
  Name: C. Martin
  Sowers

  	
   

  
	
   

  	
  Title: Sr. Vice President - Finance

  	
   

  
							



 


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