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
--------------------------------------------------------------------------------
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.
<PAGE>
Very truly yours,
FAMILY DOLLAR STORES, INC.
FAMILY DOLLAR, INC.
By /s/ R. James Kelly
--------------------------------------------
Name: R. James
Kelly
Title: President and Chief Operating Officer
<PAGE>
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/ Jay White
Name: Jay White
Title: Vice President
<PAGE>
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/ Jay White
Name: Jay White
Title: Vice President
<PAGE>
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/ Jay White
Name: Jay White
Title: Vice
President
<PAGE>
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 Agree
