EXHIBIT 10.9
AMENDMENT AND RATIFICATION OF NEGATIVE PLEDGE AGREEMENT
September 27, 1996
The First National Bank
of Boston, as Agent
100 Federal Street
Boston, Massachusetts 02110
Re: Loan Arrangement by and among The First National Bank
of Boston, as Agent for the Lenders, the Lenders, and
Dollar Tree Distribution, Inc., Dollar Tree Stores,
Inc., and Dollar Tree Management, Inc.
Gentlemen:
Reference is made to that certain Negative Pledge Agreement (the
"Agreement") dated as of January 11, 1996 by and among the (i) undersigned as
"Grantor", (ii) NationsBank, N.A. as agent (the "Grantee") for the Lenders
referred to in a certain Credit Agreement dated as of January 11, 1996, by and
among Dollar Tree Distribution, Inc. ("DTD"), Dollar Tree Stores, Inc. ("DTS"),
and Dollar Tree Management, Inc.("DTM"), and (iii) the Lenders. Unless otherwise
defined herein, all capitalized terms used herein shall have the meaning set
forth in the Agreement.
The Lenders, DTS, DTM, and DTD have agreed to amend and restate the
Credit Agreement pursuant to a certain Amended and Restated Revolving Credit
Agreement dated September 27, 1996 (the "Amended Credit Agreement"), pursuant to
which, among other things, (i) the principal amount of the Loans to be made to
DTD shall be increased to $135,000,000.00, (ii) First Union National Bank of
Virginia, AmSouth Bank of Alabama and Union Bank of California, N.A. shall join
as Lenders, and (iii) NationsBank, N.A. shall resign as agent, and The First
National Bank of Boston, shall be appointed as successor Agent of the Lenders.
In order to induce the Lenders and The First National Bank of Boston,
as Agent, to enter into the Amended Credit Agreement, the undersigned hereby:
a. Ratifies, confirms and reaffirms, except as modified
herein, all and singular, the terms and conditions of
the Agreement, including, without limitation, all
representations, warranties and covenants made
therein;
b. Acknowledges and agrees that any and all references in
the Agreement (i) to the term "Grantee" shall mean and
refer to The First National Bank of Boston, as Agent
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for the Lenders, or any successor Agent as provided for in the
Amended Credit Agreement, (ii) to the term "Lenders" shall
mean and refer to The First National Bank of Boston,
NationsBank, N.A., Signet Bank, Crestar Bank, First Union
National Bank of Virginia, AmSouth Bank of Alabama, and Union
Bank of California,N.A., together with any other institutions
who may hereafter become parties to the Amended Loan
Agreement, (iii) to the term "Credit Agreement" shall mean and
refer to the Amended Credit Agreement, and any future
modifications, subsitutions, renewals, amendments, or
replacements thereof, and (iv) the term "Loans" shall mean and
refer to the Revolving Credit Loans in the aggregate principal
amount of up to $135,000,000.00 to be obtained by the Obligors
from the Lenders.
c. Acknowledges and agrees that the Agreement is amended
by deleting the reference to NationsBank, N.A. and its
address in the second (2nd) paragraph on Page 1, and
replacing it with the following:
"The First National Bank of Boston
100 Federal Street
Boston, Massachusetts 02110
Attention: Bethann R. Halligan
Managing Director
Facsimile No.(617)434-0630"
This letter shall take effect as a sealed instrument as of the date
first written above.
Dollar Tree Stores, Inc.
By: /s/ H. Ray Compton
---------------------------------
Name: H. Ray Compton
Title: Executive Vice President
Accepted and agreed this 27th day of September, 1996
THE FIRST NATIONAL BANK OF BOSTON
As Agent
By: /s/ Bethann R. Halligan
---------------------------
Name: Bethann R. Halligan
Title: Managing Director
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COMMONWEALTH OF VIRGINIA
City of Norfolk, ss September 27,1996
Then personally appeared the above named H. Ray Compton, the
Executive Vice President of Dollar Tree Stores, Inc., and acknowledged the
foregoing to be the free act and deed of Dollar Tree Stores, Inc., before me,
/s/ Carolyn C. Lilla
------------------------
Notary Public
My Commission Expires:
4/30/99
COMMONWEALTH OF VIRGINIA
City of Norfolk, ss September 27,1996
Then personally appeared the above named Bethann R. Halligan, the
Managing Director of The First National Bank of Boston, and acknowledged the
foregoing to be the free act and deed of The First Bank of Boston, before me,
/s/ Carolyn C. Lilla
-------------------------
Notary Public
My Commission Expires:
4/30/99
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