AMENDMENT TO MASTER AGREEMENT
This Amendment to Master Agreement, dated as of March 31, 1998
( this "Amendment ") is among DOLLAR GENERAL CORPORATION, a Kentucky
corporation ( " Dollar " ), ATLANTIC FINANCIAL GROUP, LTD., a Texas
limited partnership ( the " Lessor " ), certain financial
institutions parties hereto as lenders ( the Lenders " ), and
SUNTRUST BANK, NASHVILLE, N. A., a national banking association, as
agent for the Lenders ( in such capacity, the " Agent " ).
BACKGROUND
1. Dollar, certain subsidiaries of Dollar, the Lessor, the Lenders
and the Agent are parties to that certain Master Agreement,
dated as of September 2, 1997 ( the " Master Agreement " ).
2. The parties hereto desire to amend the Master Agreement to
provide for an increase in the aggregate limit on funded
amounts thereunder.
Now, THEREFORE, in consideration of the foregoing and other good
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendent
and not otherwise defined herein shall have the meanings assigned
thereto in the Master Agreement.
SECTION 2. Limits on Funded Amounts. Section 2.2 ( c ) of the
Master Agreement is hereby amended by deleting the number "
$100,000,000 " where it appears in the first sentence thereof and
substituting therefor the number " $225,000,000 ".
SECTION 3. Schedule 2.2 . Schedule 2.2 to the Master Agreement
is hereby deleted in its entirety and replaced by Schedule 2.2 to
this Amendment.
SECTION 4. Conditions Precedent. The effectiveness of this
Amendment shall be subject to the receipt by the Agent of the
following documents: (i ) this Amendment duly executed by the
parties hereto; ( ii ) a new A note and B note, duly executed by
the Lessor, for each Lender; and ( iii ) a Certificate of the
Secretary or the Assistant Secretary of Dollar with attached
Resolutions duly authorizing the execution, delivery and
performance of this Amendment by Dollar.
SECTION 5. Representations and Warranties. Dollar hereby
represents and warrant that, after giving effect to this Amendment (
i ) each representation and warranty of each Lessee contained in the
Operative Documents is true and correct in all Material respects on
and as of the date hereof as though made on and as of the date
hereof, except to the extent such representations or warranties
relate solely to an earlier date, in which case such representations
and warranties were true and correct in all Material respects on and
as of such earlier date,
( ii ) no Event of Default, Potential Event of Default or
Construction Force Majeure Event has occurred and is continuing,
each Operative Document to which any Lessee is a party is in full
force and effect with respect to it and ( iv ) no event that could
reasonably be expected to have a Material Adverse Effect has
occurred since January 31, 1997.
SECTION 6. Reaffirmation of Guaranty. Dollar hereby reaffirms and
acknowledges that, after giving effect to this Amendment, the
Guaranty remains in full force and effect.
SECTION 7. Additions of Lender. Bank One, National Association (
" BankOne " ) is hereby added as a Lender under the Operative
Documents and agrees to be bound as Lender, and shall have all of
the rights of a Lender, under the Operative Documents as though it
were an original signatory thereto.
SECTION 8. Payments. On the date hereof, those Lenders that are
increasing their Commitment Percentages or are being added as
Lenders shall increase their Loans ( and shall make a corresponding
payment ) and those Lenders that are decreasing their Commitment
Percentages shall reduce their Loans ( and shall receive a
corresponding payment ), such that, after giving effect thereto,
each Funding Party's Funded Amount shall be equal to its Commitment
Percentage ( as set forth on Schedule 2.2 to this Amendment ) of the
aggregate Funded Amounts.
SECTION 9. Miscellaneous. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Tennessee.
This Amendment may be executed by the parties hereto in separate
counterparts ( including by facsimile ) each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same agreement.
This Master Agreement, as amended hereby, remains in full force and
effect. Any reference to the Master Agreement from and after the
date hereof shall be deemed to refer to the Master Agreement as
amended hereby, unless otherwise expressly stated.
IN WITNESS WHEREOF, the parties hereto have caused this amendent
to be executed by their respective duly authorized officers as of
the year first above written.
DOLLAR GENERAL CORPORATION, as a
Lessee and as Guarantor
Name Printed: Xxxxxx X. Xxxxxxxx
Title: Vice President and Chief
Financial Officer
ATLANTIC FINANCIAL GROUP, LTD. as
Lessor
By: Atlantic Financial Managers, Inc., its
General Partner
Name Printed: Xxxxxxx Xxxxxxxxxx
Title: President
