Exhibit 10(i)
AMENDMENT TO
CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT is dated as of
November 19, 1998 (the "Amendment") and is among NATIONSBANK,
N.A., a national banking association (the "Bank"), FAMILY DOLLAR
STORES, INC. ("FDSI") and FAMILY DOLLAR, INC. ("FDI"; each of
FDSI and FDI may be referred to herein as a "Borrower" and
collectively as the "Borrowers").
R E C I T A L S
WHEREAS, the Borrowers and the Bank are parties to that
certain Credit Agreement dated as of March 31, 1996 (as amended,
modified or extended prior to the date hereof, the "Original
Agreement") providing for Tranche A Loans and Tranche B Loans in
an aggregate principal amount not to exceed $100,000,000;
WHEREAS, the Borrowers have requested that the Bank amend
certain terms of the Original Agreement in accordance with the
terms of this Amendment.
WHEREAS, the Bank has agreed to such amendment based on the
terms and conditions set forth herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Sections 6.06(a) and (b) of the Original Agreement are
hereby deleted in their entirety and replaced by the following:
"Section 6.06. Consolidated Capital Expenditures.
The Borrower will not permit the aggregate amount of
Consolidated Capital Expenditures for any fiscal year of
the Borrower to exceed the amount set forth below for such
fiscal year.
Fiscal Year Ending
August 31 Amount
1999 $150,000,000
2000 $165,000,000
2001 $180,000,000
2002 $195,000,000
2003 $215,000,000
2004 $235,000,000
2005 $255,000,000
2006 $275,000,000
Thereafter $275,000,000 plus
$20,000,000 for each
fiscal year occurring
after 2006
The amounts set forth above are expressed solely with
respect to a single fiscal year and shall not carry-over to
succeeding periods to the extent such amounts are not fully
utilized for the applicable fiscal year.
2. Representations and Warranties. Each Borrower hereby
represents and warrants that (a) this Amendment has been duly
authorized, executed and delivered on its behalf, and the
Original Agreement, as amended hereby, constitutes its legal,
valid and binding obligation enforceable against it in accordance
with its terms; (b) the representations and warranties set forth
in Article V of the Original Agreement remain true and correct in
all material respects as of the date hereof with the same force
and effect as if made on and as of such date; and (c) no Default
or Event of Default as set forth in Article VII of the Original
Agreement has occurred and is continuing or will result from the
execution and delivery of this Amendment.
3. No Other Amendments. Except as modified hereby, all
other terms, conditions and provisions of the Original Agreement
shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in any
number of counterparts, each of which when executed and delivered
shall be deemed to be an original and it shall not be necessary
in making proof of this Amendment to produce or account for more
than one such counterpart.
5. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of North
Carolina.
[signature pages to follow]
IN WITNESS WHEREOF, each of the parties hereto has caused
this Amendment to be duly executed and delivered by its duly
authorized officer as of the date first above written.
NATIONSBANK, N.A.
By: XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX
Senior Vice President
ACKNOWLEDGED AND AGREED:
FAMILY DOLLAR STORES, INC. FAMILY DOLLAR, INC.
By: C. XXXXXX XXXXXX By: C. XXXXXX XXXXXX
Name: C. XXXXXX XXXXXX Name: C. XXXXXX XXXXXX
Title: Senior Vice President- Title: Senior Vice President-
Finance Finance
Each of the Guarantors below acknowledges and consents to this
Amendment and ratifies its Guaranty:
Family Dollar Services, Inc. Family Dollar Operations, Inc.
By: C. XXXXXX XXXXXX By: C. XXXXXX XXXXXX
Name: C. XXXXXX XXXXXX Name: C. XXXXXX XXXXXX
Title: Senior Vice President- Title: Senior Vice President-
Finance Finance
Family Dollar Trucking, Inc.
By: C. XXXXXX XXXXXX
Name: C. XXXXXX XXXXXX
Title: Senior Vice President-
Finance
