0001157523-17-000335 Sample Contracts

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 2nd, 2017 • Freds Inc • Retail-variety stores • Georgia

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of January 27, 2017, by and among (A) FRED'S, INC., a Tennessee corporation ("Parent"); (B) the Subsidiaries of Parent identified on the signature pages hereto as Borrowers (each of such Subsidiaries, together with Parent, jointly and severally, "Borrowers" and, each, a "Borrower"); (C) the Subsidiaries of Parent identified as Guarantors on the signature pages hereto (each of such Subsidiaries, jointly and severally, "Guarantors" and, each, a "Guarantor"); (D) the Lenders party to the Credit Agreement defined below; and (E) REGIONS BANK, an Alabama bank, in its capacity as administrative agent and collateral agent for Lenders, LC Issuer and other Secured Parties (as defined in the Credit Agreement) (in such capacity, "Administrative Agent" or "Agent").

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AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT
Credit Agreement • February 2nd, 2017 • Freds Inc • Retail-variety stores • Georgia

THIS AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT (this "Addendum") is dated as of January 27, 2017, by and among (A) FRED'S, INC., a Tennessee corporation ("Parent"); (B) the Subsidiaries of Parent identified on the signature pages hereto and any other Subsidiaries of Parent which may become Borrowers under the Credit Agreement (as defined below) from time to time (together with Parent, each, a "Borrower" and, collectively, "Borrowers"); (C) the Subsidiaries of Parent identified on the signature pages hereto and any other Subsidiaries of Parent which may become Guarantors under the Credit Agreement from time to time (each, a "Guarantor" and, collectively, "Guarantors"); (D) the Lenders from time to time party to the Credit Agreement (each, a "Lender" and, collectively, "Lenders"); (E) REGIONS BANK, an Alabama bank ("Regions"), in its capacity as the Swingline Lender (as defined in the Credit Agreement) and LC Issuer (as defined in the Credit Agreement); and (F) Regions, in its ca

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