Exhibit 10 (a)
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of May 16, 2005, 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 (INCLUDING ALL PREVIOUS AMENDMENTS 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,
2010, or such earlier date as the Tranche A Commitment is terminated pursuant to
this Agreement.
(2)
"Tranche B Termination Date" means May 25,
2006, or such earlier date as the Tranche B Commitment is terminated pursuant to
this Agreement.
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 16, 2005 (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