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