SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 20, 2013, by and among FAMILY DOLLAR STORES, INC., a Delaware corporation (the “Borrower”), the banks and other financial institutions or entities party hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

The Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of November 17, 2010 (as amended by that certain First Amendment to Credit Agreement dated as of August 17, 2011, by and among the Borrower, the lenders party thereto and the Administrative Agent, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have extended certain credit facilities to the Borrower.

The Borrower has requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.    Capitalized Terms. All capitalized undefined terms used in this Amendment (including, without limitation, in the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.

2.    Amendments. Subject to and in accordance with the terms and conditions set forth herein, the Administrative Agent and the Lenders party hereto hereby agree that Section 1.1 of the Credit Agreement is hereby amended by amending the definition of “Interest Period” as follows:

(a) deleting the words “and ending one (1), two (2), three (3), or six (6) months thereafter” in their entirety and replacing them with “and ending one (1) week, two (2) weeks, one (1) month, two (2) months, three (3) months, or six (6) months thereafter”; and

(b) deleting the words “eight (8)” in clause (v) of the proviso contained therein and replacing them with “twelve (12)”.

3.    Effectiveness. This Amendment shall become effective on the date (the “Second Amendment Effective Date”) when the Administrative Agent shall have received (a) counterparts of this Amendment executed by the Borrower, each Lender and the Administrative Agent and (b) a fully executed copy of that certain First Amendment to Credit Agreement dated as of the Second Amendment Effective Date, by and among, the Borrower, as borrower, the banks and other financial institutions or entities party thereto, as lenders and the Administrative Agent, as administrative agent thereunder.

4.    Limited Effect. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

5.    Representations and Warranties. The Borrower represents and warrants that (a) it has the corporate power and authority to make, deliver and perform this Amendment, (b) it has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment, (c) this Amendment has been duly executed and delivered on behalf of such Person, (d) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar

laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law), (e) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents is true and correct in all material respects, in each case on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date and (f) no Default or Event of Default has occurred and is continuing as of the date hereof or after giving effect hereto.

6.    Acknowledgement and Reaffirmation. By their execution hereof, the Borrower hereby expressly (a) consents to this Amendment and (b) acknowledges that the Borrower's covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which the Borrower is a party remains in full force and effect.

7.    Costs, Expenses and Taxes.    The Borrower agrees to pay in accordance with Section 13.3 of the Credit Agreement all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

8.    Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

9.    Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed and interpreted in accordance with, the law of the state of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to the conflicts or choice of law principles thereof.

10.    Entire Agreement. This Amendment is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.

11.    Successors and Assigns. This Amendment shall be binding on and insure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

    

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers, all as of the day and year first written above.

Name: _Steven E. Burt______________________

Title: Vice President - Treasurer_______________

Name: _Kirk Tesch_________________________

Title: __Director___________________________

Name: _Jamie Eng_______________________

Title: __Vice President______________________

Name: _Stuart M. Jones_____________________

Title: _Senior Vice President__________________

Name: __Frances W. Josephic______________

Title: _Vice President________________

Title: ___SVP _____________

Name:_ Mary Ramsey__________________

Title: __Vice President_____________________

Name: __ Jessica L. Fabrizi__________________

Title: __Vice President______________________

Name: _ Ramon Garcia_____________________

Title: __Vice President______________________

Name: _ James Parker______________________

Title: __VP, GRM_________________

Name: __ Kiel Johnson_____________________

Title: __AVP______________________________

Name: __ Amanda M. Sigg___________________

Title: ___Vice President_______________

Name: _ Brendan MacBride___________

Title: _Authorized Signatory________