NATIONSBANK, N.A.
CRESTAR BANK
SIGNET BANK
THE FIRST NATIONAL BANK OF BOSTON
June 28, 1996
Mr. H. Ray Compton
Dollar Tree Stores, Inc.
2555 Ellsmere Road
Norfolk, VA 23513
Re: Dollar Tree Distribution, Inc. - Income of Working Capital Line;
Dollar Tree Stores, Inc. - Second Extension of the Development
Loan Maturity
Date and of the Development Loan Commitment Termination Date
Dear Ray:
For convenience, capitalized terms used in this letter will have the
meanings assigned to them in the Credit Agreement among the undersigned and
Dollar Tree Stores, Inc., Dollar Tree Distribution, Inc., and Dollar Tree
Management, Inc. dated as of January 11, 1996, as amended by a First Amendment
to Credit Agreement dated as of January 31, 1996, and as further amended by a
Second Amendment to Credit Agreement dated as of June 17, 1996 (as amended, such
agreement is hereinafter referred to as the "Credit Agreement"). First, you have
requested that the Working Capital Line be increased by Eighteen Million, Four
Hundred Thousand and No/100 Dollars ($18,400,000)to Seventy-eight Million, Four
Hundred Thousand and No/100 Dollars ($78,400,000.00). We consent to that
increase and have instructed our legal counsel to prepare immediately amendments
to the Working Capital Notes and such other amendments to the Loan Documents and
the Intercompany Loan Documents for your signature and delivery to and signature
by the respective Lenders as are necessary to reflect and permit this increase.
Further, you agree to provide such other documentation as we or our counsel deem
necessary and appropriate to effect this increase.
In addition, the Development Line will be decreased by said amount
($18,400,000) to $41,600,000 (which is the principal amount currently
outstanding). We will also instruct our counsel to prepare such amendments to
the Development Line Notes and the Loan Documents for your signature and for
delivery to and signature by the Lenders as are necessary to reflect and permit
this decrease. Further, you agree to provide such additional documentation as we
or our counsel deem necessary or appropriate to effect this decrease.
Second, pursuant to Section 2.3 of the Credit Agreement, you have
requested that we extend the Development Loan Commitment Termination Date for an
additional 90 day period. We hereby agree to extend the Development Loan
Commitment Termination Date for a period of 90 days to July 8, 1997. As you
know, due to the decrease in the Development Line, you have no current
availability thereunder.
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Further, we are willing to and hereby agree to extend the Development
Loan Maturity Date an additional 90 days to July 8, 1997. Consequently, unless
it becomes due and payable sooner under the Credit Agreement, the unpaid
principal amount of the Development Loan and all accrued and unpaid interest
thereon shall now be due and payable in full on July 8, 1997.
To formalize all of this, in accordance with Section 2.3 of the Credit
Agreement, we have each pre-executed a Development Line Extension Request and
would ask that you execute it and return it to us for our files. An extra
original is enclosed for you to keep for your records.
Except as modified and extended hereby, the terms of the Credit
Agreement remain unaltered. As you know, the next consideration date as set
forth in Exhibit 2.3(a) of the Credit Agreement is October 7, 1996, and any
request to extend the Development Loan Commitment Termination Date with respect
to any unused portions of the Development Line must be made by Stores in writing
on the form attached to the Credit Agreement as Exhibit 2.3(b) at least 20 days
prior to such consideration date.
We are glad to be able to accommodate these requests and hope you will
not hesitate to contact us if you have any questions. This letter may be
executed in multiple counterparts, each of which when read together shall
constitute one agreement.
NATIONSBANK, N.A.
By: /s/ Monique Adams
Title:
CRESTAR BANK
By: /s/ Bruce Nave
Title:
SIGNET BANK
By: /s/ James Whitham
Title:
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Judith Kelly
Title:
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Seen and Agreed to:
Dollar Tree Stores, Inc.
By: /s/ H. Ray Compton
-----------------------------
Title: Executive Vice President
Dollar Tree Distribution, Inc.
By: /s/ H. Ray Compton
-----------------------------
Title: Executive Vice President
Dollar Tree Management, Inc.
By: /s/ H. Ray Compton
-----------------------------
Title: Executive Vice President
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Development Line Extension Request
We hereby request a 90 day extension of the Development Loan Commitment
Termination Date and Development Loan Maturity Date from April 9, 1997 to July
8, 1997. We certify that $0 is currently available under the Development Line in
accordance with Section 2.3 of the Credit Agreement. This Development Line
Extension Request may be executed in multiple counterparts, each of which when
read together shall constitute one agreement.
Sincerely,
Dollar Tree Stores, Inc.
By: /s/ H. Ray Compton
----------------------------
Title: Executive Vice President
Date: June 7, 1996
ACCEPTED:
NATIONSBANK, N.A.
By: /s/ Monique Adams
Title:
Date: June 26, 1996
CRESTAR BANK
By: /s/ Bruce Nave
Title:
Date: June 28, 1996
SIGNET BANK
By: /s/ James Whitham
Title:
Date: June 28, 1996
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Judith Kelly
Title:
Date: July 2, 1996
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