Exhibit 10(a)


 


SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT


 


THIS
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),
dated as of May 27, 2004, is entered into by and between FAMILY DOLLAR STORES,
INC., a Delaware corporation (“FDSI”), FAMILY DOLLAR, INC., a North
Carolina corporation (“FDI”) (FDSI and FDI are collectively referred to
herein as the “Borrower”) and BANK OF AMERICA, N.A. (the “Bank”).


 


RECITALS


 


The Borrower and
the Bank are parties to an Amended and Restated Credit Agreement dated as of
May 31, 2001 (as amended prior to the date hereof, the “Credit Agreement”)
pursuant to which the Bank has extended certain credit facilities to the
Borrower.


 


The Borrower has
requested the Bank to agree to extensions of the Tranche A Termination Date and
the Tranche B Termination Date.


 


The Bank is
willing to amend the Credit Agreement to extend the Tranche A Termination Date
and the Tranche B Termination Date, subject to the terms and conditions of this
Amendment.


 


NOW, THEREFORE,
for valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


1.                                       Defined
Terms.  Unless otherwise
defined herein, capitalized terms used herein shall have the meanings, if any,
assigned to them in the Credit Agreement.


 


2.                                       Amendments
to Credit Agreement.


 


(a)                                  Section 1.01
of the Credit Agreement is amended by amending the following definitions to
read in their entirety as follows:


 


(1)                                  “Tranche
A Termination Date” means May 31, 2009, or such earlier date as the Tranche
A Commitment is terminated pursuant to this Agreement.


 


(2)                                  “Tranche
B Termination Date” means May 26, 2005, or such earlier date as the Tranche
B Commitment is terminated pursuant to this Agreement.


 


(b)                                 Section
2.01(c) of the Credit Agreement is amended by deleting such section in its
entirety.


 


(c)                                  Section
2.03(c) of the Credit Agreement is amended by deleting such section in its
entirety.


 

















 


(d)                                 Section
2.10 of the Credit Agreement is amended to read in its entirety as follows:


 


2.10.  Facility Fee.  The Borrower shall pay to the Bank a
facility fee (the “Facility Fee”) in an amount equal to 0.0400% per
annum on the amount of the Commitments (as reduced from time to time pursuant
to Section 2.12 hereof), payable quarterly in arrears on each Quarterly Date
and on the Tranche A Termination Date. 
The Facility Fee shall not accrue (a) on the Tranche A Commitment after
the Tranche A Termination Date, or (b) on the Tranche B Commitment after the
Tranche B Termination Date.


 


3.                                       Representations
and Warranties. 
The Borrower hereby represents and warrants to the Bank as follows:


 


(a)                                  No Default
or Event of Default has occurred and is continuing.


 


(b)                                 The
execution, delivery and performance by the Borrower of this Amendment have been
duly authorized by all necessary corporate and other action and do not and will
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 Credit Agreement
as amended by this Amendment constitutes the legal, valid and binding
obligations of the Borrower, enforceable against it in accordance with its
terms, except as limited by applicable Debtor Relief Laws and general principles
of equity, without defense, counterclaim or offset.


 


(c)                                  All
representations and warranties of the Borrower contained in the Credit
Agreement are true and correct on and as of the date hereof.


 


4.                                       Effective
Date.  This Amendment
will become effective as of May 27, 2004 (the “Effective Date”), provided
that the Bank has received from the Borrower a duly executed original (or, if
elected by the Bank, an executed facsimile copy) of this Amendment, together
with a duly executed Guarantor Acknowledgment and Consent in the form attached
hereto (the “Consent”).


 


5.                                       Reservation
of Rights.  The Borrower
acknowledges and agrees that the execution and delivery by the Bank of this
Amendment shall not be deemed to create a course of dealing or otherwise
obligate the Bank to enter into amendments under the same, similar or any other
circumstances in the future.


 


6.                                       Miscellaneous.


 


(a)                                  Except as
herein expressly amended, all terms, covenants and provisions of the Credit
Agreement are and shall remain in full force and effect and all references
therein and in the other Loan Documents to such Credit Agreement shall
henceforth refer to the Credit Agreement as amended by this Amendment.  This Amendment shall be deemed incorporated
into, and a part of, the Credit Agreement.  This Amendment is a Loan Document.


 


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(b)                                 This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and to the Credit Agreement and their respective successors and assigns.  No third party beneficiaries are intended in
connection with this Amendment.


 


(c)                                  This
Amendment shall be governed by and construed in accordance with the law of the
State of North Carolina.


 


(d)                                 This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument.  Each of the
parties hereto understands and agrees that this document (and any other document
required herein) may be delivered by any party thereto either in the form of an
executed original or an executed original sent by facsimile transmission to be
followed promptly by mailing of a hard copy original, and that receipt by the
Bank or the Borrower of a facsimile transmitted document purportedly bearing
the signature of the Bank or the Borrower, as applicable, shall bind the Bank
or the Borrower with the same force and effect as the delivery of a hard copy
original.  Any failure by the Bank or
the Borrower to receive the hard copy executed original of such document shall
not diminish the binding effect of receipt of the facsimile transmitted
executed original of such document which hard copy original was not received by
the Bank or the Borrower, as applicable.


 


(e)                                  This
Amendment, together with the Credit Agreement, contains the entire and
exclusive agreement of the parties hereto with reference to the matters
discussed herein and therein.  This
Amendment supersedes all prior drafts and communications with respect
thereto.  This Amendment may not be
amended except in accordance with the provisions of Section 8.04 of the
Credit Agreement.


 


(f)                                    If any term
or provision of this Amendment shall be deemed prohibited by or invalid under
any applicable law, such provision shall be invalidated without affecting the
remaining provisions of this Amendment or the Credit Agreement, respectively.


 


(g)                                 Notice
of Final Agreement.  THIS WRITTEN
AMENDMENT, THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, AND THE DOCUMENTS
EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first above written.


 


	
  FAMILY DOLLAR
  STORES, INC.

  	
   

  	
  FAMILY DOLLAR ,
  INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ C. Martin
  Sowers

  	
   

  	
   

  	
  By:

  	
  /s/ C. Martin
  Sowers

  	
   

  
	
  Name:

  	
   

  	
  C. Martin Sowers

  	
   

  	
  Name:

  	
   

  	
  C. Martin Sowers

  
	
  Title:

  	
   

  	
  Senior Vice
  President-Finance

  	
   

  	
  Title:

  	
   

  	
  Senior Vice
  President-Finance

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA,
  N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Temple H.
  Abney

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Temple H. Abney

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
									



 


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GUARANTOR ACKNOWLEDGMENT AND CONSENT


 


Each
of the undersigned Guarantors, each a guarantor with respect to the Borrower’s
obligations under the Credit Agreement, hereby (i) acknowledges and consents to
the terms of and the execution, delivery and performance of the foregoing
Second Amendment to Amended and Restated Credit Agreement (the “Amendment”)
(without implying the need for any such acknowledgement or consent), and (ii)
represents and warrants to the Bank that, both before and after giving effect
to the Amendment, the Guaranty to which each of the undersigned is a party
remains in full force and effect as an enforceable obligation of such
Guarantor, in accordance with its terms, except as enforceability may be
limited by applicable Debtor Relief Laws and general principles of equity,
without defense, counterclaim or offset, provided that nothing herein
shall prevent the assertion of any such claim by separate suit or compulsory
counterclaim, and that it is in compliance with all of its covenants contained
therein.  Each Guarantor further
represents that the execution, delivery and performance by such Person of this
Acknowledgement and Consent have been duly authorized by all necessary
corporate, partnership and other action and do not and will 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.  Each Guarantor remakes as
of the Effective Date (as defined in the Amendment) all of the representations
and warranties made by it pursuant to the Guaranty to which the undersigned is
a party.  Capitalized terms used herein
and not otherwise defined have the respective meanings defined in the Credit
Agreement (as defined in the Amendment).


 


IN
WITNESS WHEREOF, each of the undersigned has executed this Acknowledgement and
Consent by its duly authorized officers as of this 27th day of May, 2004.


 


	
   

  	
  FAMILY DOLLAR
  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ C. Martin
  Sowers

  	
   

  
	
   

  	
  Name:

  	
   

  	
  C. Martin Sowers

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice
  President-Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FAMILY DOLLAR
  OPERATIONS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ C. Martin
  Sowers

  	
   

  
	
   

  	
  Name:

  	
   

  	
  C. Martin Sowers

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice
  President-Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FAMILY DOLLAR
  TRUCKING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ C. Martin Sowers

  	
   

  
	
   

  	
  Name:

  	
   

  	
  C. Martin Sowers

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice
  President-Finance

  
					



 


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