Exhibit 10.2
December 19, 2006
To the Holders of the
Below described Notes
Re: Waiver
Family Dollar Stores, Inc.
Family Dollar, Inc.
Note Purchase Agreement dated as of September 27, 2005
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Ladies and Gentlemen:
Reference is made to the Note Purchase Agreement, dated as of September 27,
2005 (the "Note Purchase Agreement"), among Family Dollar Stores, Inc. ("FDSI"),
Family Dollar, Inc. ("FDI", and, together with FDSI, the "Obligors") and the
institutional investors listed in Schedule A thereto, pursuant to which the
Obligors issued their Senior Notes due 2015 in an aggregate principal amount of
$250,000,000 (the "Notes"). Capitalized terms used herein without definition,
shall have the meanings set forth in the Note Purchase Agreement.
Section 7.1(a) of the Note Purchase Agreement requires that the Obligors
deliver to the holders of the Notes quarterly unaudited financial statements
including a consolidated balance sheet of FDSI and its Subsidiaries as at the
end of each quarterly fiscal period and consolidated statements of earnings,
changes in shareholders' equity and cash flows of the FDSI and its Subsidiaries
for each quarterly fiscal period within 60 days after the end of each fiscal
quarter of FDSI (the "Quarterly Statements"). Section 7.1(b) of the Note
Purchase Agreement requires that the Obligors deliver to the holders of the
Notes annual audited financial statements including a consolidated balance sheet
of FDSI and its Subsidiaries as at the end of each fiscal year and consolidated
statements of earnings, changes in shareholders' equity and cash flows of the
FDSI and its Subsidiaries, for each year within 105 days after the end of each
fiscal year of FDSI (the "Annual Statements").
The Obligors hereby request that the holders of the Notes waive the
requirements of Section 7.1(a) and (b) and Section 7.2 of the Note Purchase
Agreement that the Quarterly Statements for the fiscal quarter ending November
30, 2006 be delivered within 60 days after the end of such quarterly fiscal
period and that the Annual Statements for the fiscal year ended August 31, 2006
be delivered within 105 days after the end of such fiscal year together with the
related compliance certificates, provided that, such Quarterly Statements and
Annual Statements and related compliance certificates are delivered to the
holders of the Notes no later than March 31, 2007. The Obligors hereby further
requests that the holders of the Notes evidence such waiver by executing the
acknowledgment to this letter.
The Obligors confirm that it is in compliance with the terms and conditions
of the Note Purchase Agreement (as modified by this letter) and that no Default
or Event of Default exists under the Note Purchase Agreement (as modified by
this letter) or shall result after giving effect to this letter.
Very truly yours,
FAMILY DOLLAR STORES, INC.
FAMILY DOLLAR, INC.
By /s/ R. ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: R. ▇▇▇▇▇ ▇▇▇▇▇
Title: President and Chief Operating Officer
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $13,100,000 aggregate principal amount
of the Notes.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $21,500,000 aggregate principal amount
of the Notes.
GIBRALTAR LIFE INSURANCE CO., LTD.
By: Prudential Investment Management (Japan), Inc.,
as Investment Advisor
By: Prudential Investment Management, Inc., as
Sub-Adviser
By /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $4,000,000 aggregate principal amount of
the Notes.
AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA, INC.
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
By /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $1,000,000 aggregate principal amount of
the Notes.
AMERICAN MEMORIAL LIFE INSURANCE COMPANY
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
By /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $1,400,000 aggregate principal amount of
the Notes.
UNION SECURITY INSURANCE COMPANY
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
By /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $4,000,000 aggregate principal amount of
the Notes.
TIME INSURANCE COMPANY
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)
By /s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $29,000,000.00 aggregate principal
amount of the Notes.
MIDLAND NATIONAL LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $6,000,000 aggregate principal amount of
the Notes.
NORTH AMERICAN COMPANY FOR LIFE AND
HEALTH INSURANCE
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $30,000,000 aggregate principal amount
of the Notes.
TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice-President
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $5,000,000 aggregate principal amount of
the Notes.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice-President
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $16,000,000 aggregate principal amount
of the Notes.
UNITED OF OMAHA LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED THAT, the parties hereto have caused this letter to
be duly executed by their respective officers as of the day and year first above
written and agree to waive the requirements of Section 7.1(a) and (b) and
Section 7.2 of the Note Purchase Agreement that the Quarterly Statements for the
fiscal quarter ended November 30, 2006 and the Annual Statements for the year
ended August 31, 2005 and the related compliance certificates be delivered in
accordance with the time periods set forth in Sections 7.1(a) and (b) and
Section 7.2, provided that, such Quarterly Statements and Annual Statements are
delivered to the holders of the Notes no later than March 31, 2007. The
execution, delivery and effectiveness of this letter shall not operate as a
waiver of any provision of the Note Purchase Agreement or any right, power or
remedy of any holder of the Notes under the Note Purchase Agreement, except to
the specific extent and under the conditions set forth herein.
The holder confirms, that it holds $9,000,000 aggregate principal amount of
the Notes.
BANC OF AMERICA SECURITIES LLC
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director