Exhibit 10.4
FIRST AMENDMENT TO MASTER AGREEMENT
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This First 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"), THREE PILLARS FUNDING CORPORATION, a Delaware corporation (the
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"Lender"), certain financial institutions parties hereto as liquidity banks (the
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"Liquidity Banks"), SUNTRUST BANK, a Georgia banking corporation (formerly known
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as SunTrust Bank, Nashville, N.A.), as agent for the Lender (in such capacity,
the "Agent") and for the Liquidity Banks (in such capacity, the "Liquidity
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Agent"), and SUNTRUST EQUITABLE SECURITIES CORPORATION, a Tennessee corporation,
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as administrator (the "Administrator").
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BACKGROUND
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1. Dollar, certain subsidiaries of Dollar, the Lessor, the Lender, the Agent,
the Liquidity Agent, the Liquidity Banks, First Union National Bank, as
Syndication Agent, Bank of America, National Association, as Documentation
Agent, Bank One, NA (formerly known as The First National Bank of Chicago) and
Wachovia Bank, N.A., as Co-Agents, and the Administrator are parties to that
certain Master Agreement, dated as of June 11, 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:
<PAGE>
(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
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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 29, 1999.
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.
<PAGE>
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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<PAGE>
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, Liquidity Agent and as a
Liquidity Bank
By:
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Name Printed:
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Title:
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THREE PILLARS FUNDING CORPORATION, as
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
Liquidity Bank
By:
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Name Printed:
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Title:
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<PAGE>
BARCLAYS BANK, PLC, as a Liquidity
Bank
By:
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Name Printed:
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Title:
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FIRSTAR BANK, N.A., as a Liquidity
Bank
By:
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Name Printed:
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Title:
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PNC BANK, N.A., as a Liquidity Bank
By:
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Name Printed:
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Title:
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FIRST UNION NATIONAL BANK, as a
Liquidity Bank
By:
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Name Printed:
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Title:
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<PAGE>
WACHOVIA BANK, N.A., as a Liquidity
Bank
By:
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Name Printed:
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Title:
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BANK OF AMERICA, NATIONAL
ASSOCIATION, as a Liquidity Bank
By:
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Name Printed:
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Title:
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SUNTRUST EQUITABLE SECURITIES
CORPORATION, as Administrator
By:
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Name Printed:
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Title:
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