FOURTH AMENDMENT TO MASTER AGREEMENT
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This Fourth Amendment to Master Agreement, dated as of July 31, 2000 (this
"Amendment"), is among DOLLAR GENERAL CORPORATION, a Tennessee corporation
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("Dollar"), ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership (the
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"Lessor"), certain financial institutions parties hereto as lenders (the
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"Lenders"), and SUNTRUST BANK, a Georgia banking corporation (formerly known as
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SunTrust Bank, Nashville, N.A.), as agent for the Lenders (in such capacity, the
"Agent").
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BACKGROUND
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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, as
amended by the Amendment to Master Agreement, dated as of March 31, 1998, by the
Second Amendment to Master Agreement, dated as of July 31, 1998, and by the
Amendment to Lease Agreement and Third Amendment to Master Agreement, dated as
of April 29, 1999 (the "Master Agreement").
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2. The parties hereto desire to amend the Master Agreement in certain respects
as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. SECTION Definitions. Capitalized terms used in this Amendment and not
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otherwise defined herein shall have the meanings assigned thereto in the Master
Agreement.
2. SECTION Consolidated Debt to Total Capitalization Ratio. Section 5.1(m)(ii)
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of the Master Agreement is hereby deleted in its entirety and the following
shall be substituted therefor:
(ii) Consolidated Funded Debt to Consolidated EBITDAR Ratio. Permit,
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as of the last day of any fiscal quarter, the ratio of
Consolidated Funded Debt to Consolidated EBITDAR to be greater
than 2.0 to 1.0.
3. SECTION Definition. Appendix A to the Master Agreement is hereby amended by
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adding the following definition thereto in the appropriate alphabetical order:
"Consolidated EBITDAR" shall mean for any fiscal period of Dollar, an amount
equal to Consolidated EBITR, plus (i) consolidated depreciation and (ii)
consolidated amortization, all as determined in accordance with GAAP.
4. SECTION Representations and Warranties. Dollar hereby represents and warrant
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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, (iii) 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.
5. SECTION Reaffirmation of Guaranty. Dollar hereby reaffirms and acknowledges
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that, after giving effect to this Amendment, the Guaranty Agreement remains in
full force and effect.
6. SECTION Miscellaneous. This Amendment shall be governed by, and construed in
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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. The 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.
Dollar hereby agrees to pay, or promptly reimburse the Agent for, all costs and
expenses incurred by the Agent in connection with this Amendment, including,
without limitation, all reasonable attorneys' fees and disbursements.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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
By:
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Name Printed:
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Title:
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ATLANTIC FINANCIAL GROUP, LTD., as
Lessor
By: Atlantic Financial Managers, Inc.,
its General Partner
By:
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Name Printed: Stephen Brookshire
Title: President
SUNTRUST BANK (formerly known as
SunTrust Bank, Nashville, N.A.), as Agent
and as a Lender
By:
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Name Printed:
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Title:
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BANK ONE, NA (formerly known as
The First National Bank of Chicago), as a
Lender
By:
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Name Printed:
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Title:
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KEYBANK NATIONAL
ASSOCIATION, as a Lender
By:
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Name Printed:
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Title:
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AMSOUTH BANK, as
a Lender
By:
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Name Printed:
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Title:
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UNION PLANTERS BANK, N.A.,
as a Lender
By:
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Name Printed:
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Title:
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PNC BANK, NATIONAL ASSOCIATION,
(formerly known as PNC Bank,
Kentucky, Inc.), as a Lender
By:
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Name Printed:
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Title:
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FIRSTAR BANK, N.A. (formerly known as
Mercantile Bank National
Association), as a Lender
By:
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Name Printed:
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Title:
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FIRST UNION NATIONAL BANK, as a
Lender
By:
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Name Printed:
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Title:
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MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as a Lender
By:
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Name Printed:
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Title:
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WACHOVIA BANK, N.A. (formerly known
as Wachovia Bank of Georgia, N.A.),
as a Lender
By:
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Name Printed:
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Title:
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BANK OF AMERICA, N.A. (formerly known
as Nationsbank, N.A.), as a Lender
By:
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Name Printed:
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Title:
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FIFTH THIRD BANK, as a Lender
By:
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Name Printed:
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Title:
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