EXHIBIT 10.6
AMENDMENT AND RATIFICATION OF SECURITY 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 a loan arrangement (the "Loan Arrangement") dated
as of January 11, 1996 by and among NationsBank, N.A., as agent for the Lenders
pursuant to that certain Credit Agreement dated January 11, 1996 (the "Loan
Agreement"), with Dollar Tree Distribution, Inc. ("DTD"), Dollar Tree Stores,
Inc. ("DTS"), and Dollar Tree Management, Inc.("DTM"). The undersigned has
executed and delivered to NationsBank, N.A., as agent for the Lenders, a certain
Security Agreement-Commercial dated January 11, 1996 (the "Security Agreement")
pursuant to which the undersigned granted a security interest in certain
Collateral (as defined therein) as security for the undersigned's Indebtedness
(as defined therein) to the Lenders. The undersigned has also executed and
delivered to the Lenders a certain Guaranty dated January 11, 1996 (the
"Guaranty") pursuant to which the undersigned guarantied the Indebtedness (as
defined therein) of DTD to the Lenders.
The Lenders, NationsBank, N.A., agent, DTS, DTM, and DTD have agreed to
amend and restate the Loan Arrangement (the "Amended Loan Arrangement"),
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 connection with the Amended Loan Arrangement, DTS, DTM, and DTD have
on this date executed and delivered among other documents, instruments, and
agreements, (i) a certain Amended and Restated Revolving Credit Agreement (the
"Amended Loan Agreement") to the Lenders which are a party to the Amended Loan
Agreement and to The First National Bank of Boston, as Agent for the Lenders,
(ii) a certain Unlimited Guaranty (the "New Guaranty"), pursuant to which the
undersigned has guarantied the Obligations (as defined therein) of DTD) to the
Lenders which are a party to the Amended Loan Agreement and to The First
National Bank of Boston, as Agent for the Lenders.
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In order to induce the Lenders and the Agent to enter into the Amended
Loan Agreement, the undersigned hereby:
a. Ratifies, confirms and reaffirms, except as modified
by this Agreement, all and singular, the terms and
conditions of the Security Agreement, including,
without limitation, all representations, warranties
and covenants made therein;
b. Acknowledges and agrees that any and all references in
the Security Agreement (i) to the term "Lenders" or to
the term "Banks" shall mean and refer to the Lenders
presently a party to the Amended Loan Agreement,
together with any other institutions who may hereafter
become parties to the Amended Loan Agreement, (ii) to
the term "Agent" shall mean and refer to The First
National Bank of Boston, or any successor Agent as
provided for in the Amended Loan Agreement, and (iii)
to the term "Loan Agreement" shall mean and refer to
the Amended Loan Agreement, and any other
modifications, amendments, substitutions or renewals
thereof.
c. Acknowledges, confirms and agrees that the
Indebtedness (as defined in the Security Agreement) of
the undersigned to the Lenders and the Agent includes,
without limitation,(i) the Obligations (as defined in
the Amended Loan Agreement, and any further any
modifications, amendments, substitutions or renewals
thereof, (ii) the Guaranty, and any modifications,
amendments, substitutions or renewals thereof, and
(iii) the New Guaranty, and any modifications,
amendments, substitutions or renewals thereof.
d. Acknowledges and agrees that the Security Agreement is
amended by deleting therefrom the text "12.6" in the
paragraph entitled "Remedies" on page 5, and replacing
it with the following: "19".
e. Acknowledges and agrees that the Security Agreement is
amended by deleting therefrom the entire text in the
paragraph entitled "Application of Proceeds on
Default" on page 6, and replacing it with the
following:
"After the occurrence of an Event of
Default, the proceeds from the sale of
the Collateral shall be distributed in
accordance with the provisions of
Section 12.5 of the Loan Agreement."
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f. Acknowledges and agrees that the Security Agreement is
amended by deleting the first sentence in the last
paragraph on page 6, and replacing it with the
following:
"This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of
Massachusetts, and all jurisdictional and venue
requirements shall be determined in accordance with
the provisions of the Loan Agreement. Further, in the
event that there are any inconsistencies between this
Agreement and the Loan Agreement, the terms and
conditions of the Loan Agreement shall govern."
g. Acknowledges, confirms and agrees that any and all
Collateral previously, now or hereafter granted by the
undersigned to the Bank shall secure the prompt,
punctual and faithful payment and perform of all and
each of the undersigned's Indebtedness to the Lenders
and the Agent;
h. Acknowledges, confirms and agrees that the Security
Agreement shall remain in full force and effect and
shall in no way be effected or modified by the
execution of the Amended Loan Agreement and/or any
other documents, instruments and/or agreements
executed in connection therewith.
This letter shall take effect as a sealed instrument as of
the date first written above.
DOLLAR TREE MANAGEMENT, 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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