Exhibit 10.2
FIRST AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
This First Amendment to Amended and Restated Revolving Credit Agreement is
made as of the 25th day of January, 1997 by and among
Dollar Tree Distribution, Inc. (the "Borrower"), a Virginia corporation
having its chief executive office at 2555 Ellsmere Avenue, Norfolk,
Virginia 23513;
Dollar Tree Stores, Inc. ("DTS"), a Virginia corporation having its chief
executive office at 2555 Ellsmere Avenue, Norfolk, Virginia;
Dollar Tree Management, Inc. ("DTM"), a Virginia corporation having its
chief executive office at 2555 Ellsmere Avenue, Norfolk, Virginia;
The First National Bank of Boston, NationsBank, N.A., Signet Bank, Crestar
Bank, First Union National Bank of Virginia, Amsouth Bank of Alabama, Union
Bank of California, N.A. and all other financial institutions which are now
or may hereafter become parties to such Amended and Restated Revolving
Credit Agreement (individually, a "Lender" and collectively, the
"Lenders"); and
The First National Bank of Boston, a national banking association having
its head office at 100 Federal Street, Boston, Massachusetts, as Agent for
the Lenders (in such capacity, the "Agent").
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom,
W I T N E S S E T H:
WHEREAS, the Borrower, DTS, DTM, the Agent and the Lenders entered into an
Amended and Restated Revolving Credit Agreement dated as of September 27, 1996
(the "Agreement"); and
WHEREAS, the Agent, the Lenders, the Borrower, DTS and DTM desire to modify
and amend the Agreement as provided herein.
NOW, THEREFORE, it is hereby agreed as follows:
1. Definitions. All capitalized terms used herein and not otherwise
defined shall have the same meaning herein as in the Agreement.
2. Amendments to Section I. The provisions of Section I of the Agreement
are hereby amended as follows:
(a) The definition of "Collateral" is hereby deleted in its entirety.
(b) The provisions of clause (ii) of the definition of Debt Service
Charges is hereby deleted in its entirety and the following substituted in
its stead:
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(ii) principal payments made or required to be made on account of
Indebtedness (including, without limitation, Capitalized Leases, but
excluding payments on Intercompany Loans and other intercompany
Indebtedness) for such period,
(c) The definition of Equipment is hereby deleted in its entirety.
(d) The provisions of clause (c) of the definition of Funded Debt is
hereby amended by adding the following at the end thereof:
(other than on account of Intercompany Loans and other intercompany
Indebtedness).
(e) The definition of General Intangibles is hereby deleted in its
entirety.
(f) The definition of Intercompany Loans is hereby deleted in its
entirety and the following substituted in its stead:
Intercompany Loans. All amounts due or to become due from any
Obligor or any other Affiliates for loans, and/or other advances by any
Obligor of funds or property to another Obligor or other Affiliates.
(g) The definition of Intercompany Loan Documents is hereby deleted in
its entirety.
(h) The definition of Intercompany Receivables is hereby deleted in
its entirety.
(i) The definition of Loan Documents is hereby amended by deleting
reference to "Intercompany Loan Documents" appearing therein.
3. Amendments to Section 3.
The provisions of Section 3.7(b)(i) of the Agreement are hereby amended by
deleting the words "or the Collateral" appearing therein.
4. Amendments to Section 5.
The provisions of Section 5 of the Agreement are hereby deleted in their
entirety.
5. Amendments to Section 6.
The provisions of Section 6 of the Agreement are hereby amended as follows:
(a) The provisions of Section 6.1(a)(iii) are hereby amended by
deleting the words "jurisdiction where Collateral is located and in each
other" appearing in the eighth line thereof.
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(b) The provisions of Section 6.13 are hereby amended by deleting the
words "any Collateral" appearing in the seventh line thereof and
substituting the words "any assets of the Obligors" in its stead.
(c) The provisions of Section 6.14 are hereby amended by deleting the
first sentence thereof in its entirety, and by deleting the words "the
Collateral" appearing in the second sentence and substituting the words
"all of their assets" in its stead.
6. Amendments to Section 7.
The provisions of Section 7 of the Agreement are hereby amended as follows:
(a) The provisions of Section 7.5(c) are hereby deleted in their
entirety.
(b) The provisions of Section 7.7 are hereby amended by deleting the
words "insurance on all Collateral as required by the Loan Documents and
will maintain" appearing on the third and fourth lines thereof, and by
deleting the word "other" appearing before the word "properties" on the
fourth line thereof.
7. Amendments to Section 9.
(a) The introductory provisions of Section 9.2 of the Loan Agreement
are hereby deleted in their entirety and the following substituted in their
stead:
Section 9.2. Funded Debt to EBITDA Ratio. The ratio of Consolidated
Funded Debt to Consolidated EBITDA, measured quarterly in arrears on a
rolling four (4) quarter basis shall not be greater than the following:
(b) The introductory provisions of Section 9.3 of the Loan Agreement
are hereby deleted in their entirety and the following substituted in their
stead:
Section 9.3. Operating Cash Flow to Debt Service Ratio. The ratio of
Consolidated Operating Cash Flow (excluding, for purposes of this
determination, Capital Expenditures related to the construction of the new
distribution and office center) to Debt Service Charges, measured quarterly
on a rolling four (4) quarter basis, shall not be less than the following:
(c) The introductory provisions of Section 9.5 of the Loan Agreement
are hereby deleted in their entirety and the following substituted in their
stead:
Section 9.5. Inventory Reliance. The Inventory Reliance Ratio shall
not exceed the following amounts during the following periods:
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(d) The introductory provisions of Section 9.6 of the Loan Agreement
are hereby deleted in their entirety and the following substituted in their
stead:
Section 9.6. Current Ratio. The ratio of Consolidated Current
Assets to Consolidated Current Liabilities shall not be less than the
following as of the following periods:
8. Amendments to Section 10.
The provisions of Section 10 of the Agreement are hereby amended by
deleting the provisions of Section 10.5 in their entirety.
9. Amendments to Section 12.
The provisions of Section 12 of the Agreement are hereby amended as
follows:
(a) The provisions of Section 12.1(n) are hereby amended by deleting
the words "the Collateral" appearing in the second line thereof and
substituting the words "the assets of the Obligors" in its stead.
(b) The provisions of Section 12.3 are hereby amended by deleting the
words "or to realize upon the Collateral" appearing in the sixteenth and
seventeenth lines thereof.
(c) The provisions of Section 12.5 are hereby amended
(i) by deleting the words "with respect to the realization upon
any of the Collateral" appearing in the fifth and sixth lines thereof; and
(ii) by deleting the words "or in respect of the Collateral"
appearing in the eleventh line of clause (a) thereto.
10. Amendments to Section 14.
The provisions of Section 14 of the Agreement are hereby amended by
deleting the words "authorizing the sale or other disposition of all or any part
of the Collateral" appearing in the eighth and ninth lines of Section 14.11, and
by deleting the words "in respect of the Collateral" appearing in the eleventh
line of Section 14.11.
11. Amendments to Section 25.
The provisions of Section 25 of the Agreement are hereby amended by
deleting the words "the release of any Collateral in connection with any sale or
disposition thereof outside the ordinary course of business having a value (as
determined by the Agent) in the aggregate in excess of $2,500,000" appearing in
clause (b) thereof.
12. Conditions to Effectiveness. This First Amendment to Amended and
Restated Revolving Credit Term and Loan Agreement shall not be effective until
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each of the following conditions precedent have been fulfilled to the
satisfaction of the Agent and the Lenders:
(a) This First Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement shall have been duly executed and delivered by the
respective parties hereto and, shall be in full force and effect and shall
be in form and substance satisfactory to each of the Lenders.
(b) Each of the Lenders and the Agent shall have received a favorable
opinion addressed to the Lenders and the Agent in form and substance
satisfactory to the Lenders and the Agent from Messrs. Hofheimer, Nusbaum,
McPhaul & Samuels.
(c) All action on the part of the Obligors necessary for the valid
execution, delivery and performance by the Obligors of this Agreement shall
have been duly and effectively taken and evidence thereof satisfactory to
the Lenders shall have been provided to each of the Lenders. Each of the
Lenders shall have received from each Obligor true copies of the
resolutions adopted by its board of directors authorizing the transactions
described herein, each certified by such Obligor's secretary to be true and
complete.
(d) The Borrower shall have paid to the Agent and Lenders all fees and
expenses then due and owing pursuant to Section 15 of the Agreement.
(e) No Default or Event of Default shall have occurred and be
continuing.
(f) The Obligors shall have provided such additional instruments and
documents to the Agent and the Lenders as the Agent and the Agent's counsel
may have reasonably requested.
13. Ratification of Loan Documents. Except as provided herein, all terms
and conditions of the Agreement and the other Loan Documents remain in full
force and effect. The Obligors each hereby ratify, confirm, and reaffirm all
representations, warranties, and covenants contained therein and acknowledge and
agree that none of them have any offsets, defenses, or counterclaims against the
Agent or any Lender thereunder, and to the extent that any such offsets,
defenses, or counterclaims may exist, each of the Obligors hereby waive and
release the Agent and Lenders therefrom.
14. Miscellaneous.
(a) This First Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement may be executed in several counterparts and by each
party on a separate counterpart, each of which when so executed and
delivered shall be an original, and all of which together shall constitute
one instrument.
(b) This First Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement expresses the entire understanding of the parties with
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respect to the transactions contemplated hereby. No prior negotiations or
discussions shall limit, modify, or otherwise affect the provisions hereof.
IN WITNESS WHEREOF, the undersigned have hereunto executed this Agreement
as a sealed instrument as of the date first above written.
DOLLAR TREE DISTRIBUTION, INC.
By: /s/ Frederick C. Coble
--------------------------
Name: Frederick C. Coble
Title: Sr. Vice Pres., Finance
DOLLAR TREE STORES, INC.
By: /s/ Frederick C. Coble
--------------------------
Name: Frederick C. Coble
Title: Sr. Vice Pres., Finance
DOLLAR TREE MANAGEMENT, INC.
By: /s/ Frederick C. Coble
--------------------------
Name: Frederick C. Coble
Title: Sr. Vice Pres., Finance
THE FIRST NATIONAL BANK OF BOSTON,
individually and as Agent
By: /s/ Judith C. E. Kelly
--------------------------
Name: Judith C. E. Kelly
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Monique S. Adams
------------------------
Name: Monique S. Adams
Title: Vice President
SIGNET BANK
By: /s/ John P. Matson
----------------------
Name: John P. Matson
Title: Executive Vice President
CRESTAR BANK
By: /s/ Bruce W. Nave
---------------------
Name: Bruce W. Nave
Title: Vice President
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FIRST UNION NATIONAL BANK OF VIRGINIA
By: /s/ L. S. Cundiff
---------------------
Name: L. S. Cundiff
Title: Senior Vice President
AMSOUTH BANK OF ALABAMA
By: /s/ John Hooker
-------------------
Name: John Hooker
Title: Commercial Banking Officer
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Timothy P. Streb
------------------------
Name: Timothy P. Streb
Title: Vice President
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