REMAIN IN
EFFECT FROM THE CLOSING DATE THROUGH AND INCLUDING THE DATE UPON WHICH ALL
OBLIGATIONS ARISING HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL HAVE BEEN
INDEFEASIBLY AND IRREVOCABLY PAID AND SATISFIED IN FULL AND THE AGGREGATE
COMMITMENT HAS BEEN TERMINATED.
NO TERMINATION OF THIS AGREEMENT SHALL AFFECT
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO ARISING PRIOR TO SUCH
TERMINATION OR IN RESPECT OF ANY PROVISION OF THIS AGREEMENT WHICH SURVIVES SUCH
TERMINATION.
72
SECTION 13.20
ADVICE OF COUNSEL, NO STRICT CONSTRUCTION.
EACH OF
THE PARTIES REPRESENTS TO EACH OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS
AGREEMENT WITH ITS COUNSEL.
THE PARTIES HERETO HAVE PARTICIPATED JOINTLY IN THE
NEGOTIATION AND DRAFTING OF THIS AGREEMENT.
IN THE EVENT AN AMBIGUITY OR
QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED
AS IF DRAFTED JOINTLY BY THE PARTIES HERETO AND NO PRESUMPTION OR BURDEN OF
PROOF SHALL ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP
OF ANY PROVISIONS OF THIS AGREEMENT.
SECTION 13.21
USA PATRIOT ACT.
THE ADMINISTRATIVE AGENT AND EACH
LENDER HEREBY NOTIFIES THE BORROWERS THAT PURSUANT TO THE REQUIREMENTS OF THE
USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001))
(THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES THE BORROWERS AND SUBSIDIARY GUARANTORS, WHICH INFORMATION INCLUDES
THE NAME AND ADDRESS OF EACH BORROWER AND SUBSIDIARY GUARANTOR AND OTHER
INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY SUCH BORROWER OR SUBSIDIARY
GUARANTOR IN ACCORDANCE WITH THE ACT.
SECTION 13.22
INDEPENDENT EFFECT OF COVENANTS.
THE BORROWERS
EXPRESSLY ACKNOWLEDGES AND AGREES THAT EACH COVENANT CONTAINED IN ARTICLES VIII
IX, OR X HEREOF SHALL BE GIVEN INDEPENDENT EFFECT.
ACCORDINGLY, THE BORROWERS
SHALL NOT ENGAGE IN ANY TRANSACTION OR OTHER ACT OTHERWISE PERMITTED UNDER ANY
COVENANT CONTAINED IN ARTICLES VIII IX, OR X IF, BEFORE OR AFTER GIVING EFFECT
TO SUCH TRANSACTION OR ACT, THE BORROWER SHALL OR WOULD BE IN BREACH OF ANY
OTHER COVENANT CONTAINED IN ARTICLES VIII IX, OR X.
[Signature pages to follow]
73
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under seal by their duly authorized officers, all as of the day and year first
written above.
FAMILY DOLLAR STORES, INC., as Borrower
By:
/s/ Kenneth T. Smith
Name: Kenneth T. Smith
Title: Senior Vice President and
Chief Financial Officer
FAMILY DOLLAR, INC., as Borrower
By:
/s/ Kenneth T. Smith
Name: Kenneth T. Smith
Title: Senior Vice President and
Chief Financial Officer
AGENTS AND LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Swingline Lender and Lender
By:
/s/ Martha M. Winters
Name: Martha M. Winters
Title: Director
BRANCH BANKING & TRUST, CO., as
Syndication Agent and Lender
By:
/s/ Stuart M. Jones
Name: Stuart M. Jones
Title: Senior Vice President
BANK OF AMERICA, N.A., as Documentation
Agent and Lender
By:
/s/ Jaime C. Eng
Name: Jaime C. Eng
Title: Assistant Vice President
U.S. BANK, N.A., as Documentation Agent and