Exhibit 10 (a)
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of May 19, 2006, 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, 2011, or such earlier
date as the Tranche A Commitment is terminated pursuant to this Agreement.
(2)
"Tranche B Termination Date" means May 24, 2007, or such earlier
date as the Tranche B Commitment is terminated pursuant to this Agreement.
(B)
THE ADDRESS FOR NOTICES ON PAGE 34 OF THE CREDIT AGREEMENT IS AMENDED IN
ITS ENTIRETY TO READ AS FOLLOWS:
ALEXIS MACELHINEY
DIRECTOR
BANK OF AMERICA RETAIL FINANCE GROUP
40 BROAD STREET
MAILCODE: MA5-505-10-01
BOSTON, MA 02109
617-434-3817 (PHONE)
617-434-2615 (FAX)
ALEXIS.MACELHINEY@BANKOFAMERICA.COM
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
25, 2006 (THE "EFFECTIVE DATE"), PROVIDED THAT THE BANK