EXHIBIT 10.10
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
"Grantors", (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. Ratify, confirm and reaffirm, 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. Acknowledge and agree 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, substitutions, 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
as follows:
i. by deleting the reference to NationsBank, N.A.
and its address in the third (3rd) 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"
ii. by deleting the first sentence from paragraph
numbered 1 on page 1 and 2, and replacing it with
the following:
"Grantors hereby agree that, for so long as any
part of the Loans remains outstanding, they will
not, without first obtaining the prior written
consent of the Grantee, transfer, assign, or
otherwise convey or create or permit any lien,
encumbrance, charge, or security interest of any
kind to exist with respect to, voting capital
stock in Parent, in which they have Beneficial
Ownership (as defined in the Credit Agreement),
such that they would have Beneficial Ownership,
free and clear of all liens and encumbrances, in
an amount equal to less than ten percent (10%) of
the aggregate of (a) Parent's issued and
outstanding voting capital stock and (b) all
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rights and interests in Parent's voting capital
stock."
iii. by deleting the text from paragraph 2(i) on page
2 in its entirety, and replacing it with the
following:
"That Grantors collectively have on the date
hereof Beneficial Ownership (as defined in the
Credit Agreement) of shares of the Stock such
that there are no liens or encumbrances upon or
affecting such Stock in an amount equal to at
least ten percent (10%) of the issued and
outstanding voting capital stock of Parent."
This letter shall take effect as a sealed instrument as of
the date first written above.
/s/ Macon F. Brock, Jr.
-----------------------------
Macon F. Brock, Jr.
/s/ Joan P. Brock
-----------------------------
Joan P. Brock
/s/ J. Douglas Perry
-----------------------------
J. Douglas Perry
/s/ Patricia W. Perry
-----------------------------
Patricia W. Perry
/s/ H. Ray Compton
-----------------------------
H. Ray Compton
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 Macon F. Brock, and
acknowledged the foregoing to be his free act and deed, before me,
/s/ Terri Thompson
-------------------------
Notary Public
My Commission Expires:
8/31/99
COMMONWEALTH OF VIRGINIA
City of Norfolk, ss September 27,1996
Then personally appeared the above named Joan P. Brock, and
acknowledged the foregoing to be her free act and deed, before me,
/s/ Terri Thompson
-------------------------
Notary Public
My Commission Expires:
8/31/99
COMMONWEALTH OF VIRGINIA
City of Norfolk, ss September 27,1996
Then personally appeared the above named J. Douglas Perry, and
acknowledged the foregoing to be his free act and deed, before me,
/s/ Terri Thompson
-------------------------
Notary Public
My Commission Expires:
8/31/99
4
COMMONWEALTH OF VIRGINIA
City of Norfolk, ss September 27,1996
Then personally appeared the above named Patricia W. Perry, and
acknowledged the foregoing to be her free act and deed, before me,
/s/ Terri Thompson
-------------------------
Notary Public
My Commission Expires:
8/31/99
COMMONWEALTH OF VIRGINIA
City of Norfolk, ss September 27,1996
Then personally appeared the above named H. Ray Compton, and
acknowledged the foregoing to be his free act and deed, before me,
/s/ Terri Thompson
-------------------------
Notary Public
My Commission Expires:
8/31/99
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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