EX-10.5 3 0003.txt THIRD AMENDMENT TO CREDIT AGREEMENT Exhibit 10.5 THIRD AMENDMENT TO CREDIT AGREEMENT ----------------------------------- ENTERED INTO as of this 31st day of July, 2000 by and among DOLLAR GENERAL CORPORATION, a Tennessee corporation (the "Borrower"), and SUNTRUST BANK, successor-in-interest to SunTrust Bank, Nashville, N.A. ("SunTrust") and such other banks and lending institutions as shown on the signature pages hereto (collectively referred to as the "Lenders"), and SUNTRUST BANK, successor-in-interest to SunTrust Bank, Nashville, N.A., in its capacity as agent for the Lenders (the "Agent"). RECITALS: 1. The Borrower, the Lenders, and the Agent are parties to a Credit Agreement dated September 2, 1997, as amended by a First Amendment to Credit Agreement dated July 31, 1998, and as amended by a Second Amendment to Credit Agreement dated April 29, 1999 (herein the Credit Agreement, as amended, shall be referred to as the "Credit Agreement"). 2. The Borrower, the Lenders, and the Agent desire to amend the Credit Agreement as set forth herein. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. Section 1.1. of the Credit Agreement shall be amended as of the date hereof to include the following definition of "Consolidated EBITDAR": "Consolidated EBITDAR" shall mean for any fiscal period of the --------------------- Borrower, an amount equal to Consolidated EBITR, plus (i) consolidated depreciation and (ii) consolidated amortization, all as determined in accordance with GAAP. 2. Section 7.1.(b), Consolidated Funded Debt to Total Capitalization Ratio, ------------------------------------------------------ of the Credit Agreement shall be deleted in its entirety and replaced with the following as of the date hereof: (b) Consolidated Funded Debt to Consolidated EBITDAR Ratio. Permit, ------------------------------------------------------- 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. The Borrower reaffirms its obligations under the Credit Agreement, and the Borrower agrees that such obligations are valid and binding, enforceable in accordance with their terms, subject to no defense, counterclaim, or objection. 4. This Agreement may be signed in counterparts. BORROWER: --------- DOLLAR GENERAL CORPORATION By: --------------------------------------- Title: ------------------------------------ AGENT: ------ SUNTRUST BANK By: --------------------------------------- Title: ------------------------------------ LENDERS: -------- SUNTRUST BANK By: ---------------------------------------- Title: ------------------------------------- FIRST UNION NATIONAL BANK By: --------------------------------------- Title: ------------------------------------ WACHOVIA BANK, N.A. By: --------------------------------------- Title: ------------------------------------ BANK OF AMERICA, N.A. By: --------------------------------------- Title: ------------------------------------ MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: --------------------------------------- Title: ------------------------------------ BANK ONE, N.A. By: --------------------------------------- Title: ------------------------------------ AMSOUTH BANK By: --------------------------------------- Title: ------------------------------------ FIFTH THIRD BANK By: --------------------------------------- Title: ------------------------------------ KEY BANK NATIONAL ASSOCIATION By: --------------------------------------- Title: ------------------------------------ FIRSTAR BANK, N.A. By: --------------------------------------- Title: ------------------------------------ PNC BANK, N.A. By: --------------------------------------- Title: ------------------------------------ UNION PLANTERS BANK OF MIDDLE TENNESSEE, N.A. By: --------------------------------------- Title: ------------------------------------