THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR
OTHER DISPOSITION THEREOF MAY BE MADE ONLY (1) IN A TRANSACTION REGISTERED UNDER
SAID ACT OR (2) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.
DOLLAR TREE DISTRIBUTION, INC.
7.29% Senior Guaranteed Note
Due April 30, 2004
No. R-1
April 30, 1997
$12,500,000 PPN 25674# AA 6 DOLLAR TREE DISTRIBUTION, INC., a Virginia
corporation (the "Issuer"), for value received, hereby promises to pay to
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
or registered assigns
on the thirtieth day of April, 2004
the principal amount of
TWELVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($12,500,000)
and to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on the principal amount from time to time remaining unpaid hereon at the
rate of 7.29% per annum from the date hereof until maturity, payable
semiannually on the thirtieth of April and October in each year (commencing on
October 30, 1997) and at maturity. The Issuer agrees to pay interest on overdue
principal (including any overdue required or optional prepayment of principal)
and premium, if any, and (to the extent legally enforceable) on any overdue
installment of interest, at the Overdue Rate after the due date, whether by
acceleration or otherwise, until paid. "Overdue Rate" shall mean the lesser of
(a) the maximum interest rate permitted by law and (b) 9.29% per annum.
Both the principal hereof and interest hereon are payable at the
principal office of Citibank, N.A. in New York, New York in coin or currency of
the United States of America which at the time of payment shall be legal tender
for the payment of public and private debts. If any amount of principal,
premium, if any, or interest on or in respect of this Note becomes due and
payable on any date which is not a Business Day, such amount shall be payable on
the immediately preceding Business Day. "Business Day" means any day other than
a Saturday, Sunday or other day on which banks in Norfolk, Virginia or New York,
New York are required by law to close or are customarily closed.
-1-
This Note is one of the 7.29% Senior Guaranteed Notes, Due April 30,
2004 (the "Notes") of the Issuer in the aggregate principal amount of
$30,000,000 which are issued or to be issued under and pursuant to the terms and
provisions of the separate Note Agreements, each dated as of April 15, 1997
(collectively, the "Note Agreements"), entered into by Dollar Tree Stores, Inc.,
a Virginia corporation (the "Parent Guarantor"), the Issuer and the original
Purchasers therein referred to and this Note and the holder hereof are entitled
equally and ratably with the holders of all other Notes outstanding under the
Note Agreements to all the benefits provided for thereby or referred to therein.
Reference is hereby made to the Note Agreements for a statement of such rights
and benefits.
Each holder of this Note will deemed, by its acceptance hereof, (i) to
have agreed to the confidentiality provisions and restriction on transfer
provisions set forth in Sections 5.18 and 3.2(c), respectively, of the Note
Agreements and (ii) to have made the representations set forth in Section 3.2(b)
of the Note Agreements.
This Note and the other Notes outstanding under the Note Agreements may
be declared due prior to their expressed maturity dates and certain
prepayments are required to be made thereon, all in the events, on the
terms and in the manner and amounts as provided in the Note Agreements.
The Notes are not subject to prepayment or redemption at the option of
the Issuer prior to their expressed maturity dates except on the terms
and conditions and in the amounts and with the premium, if any, set
forth in the Note Agreements. The payment of all principal of, premium,
if any, and interest on this Note and the other Notes outstanding under
the Note Agreements has been unconditionally guaranteed by the Parent
Guarantor pursuant to SS.6 of the Note Agreements and by the Subsidiary
Guarantor (as defined in the Note Agreements) pursuant to a guaranty agreement.
Reference is hereby made thereto for a statement of the rights and benefits
accorded thereby.
This Note is registered on the books of the Issuer and is transferable
as provided in Sections 10.1 and 10.2 of the Note Agreements only by surrender
thereof at the principal office of the Issuer duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of this
Note or its attorney duly authorized in writing. Payment of or on account of
principal, premium, if any, and interest on this Note shall be made only to or
upon the order in writing of the registered holder.
-2-
THIS NOTE AND SAID NOTE AGREEMENTS ARE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.
DOLLAR TREE DISTRIBUTION, INC.
By: /s/ Macon F. Brock, Jr.
Title: Chief Executive Officer President
-3-
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR
OTHER DISPOSITION THEREOF MAY BE MADE ONLY (1) IN A TRANSACTION REGISTERED UNDER
SAID ACT OR (2) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.
DOLLAR TREE DISTRIBUTION, INC.
7.29% Senior Guaranteed Note
Due April 30, 2004
No. R-2
April 30, 1997
$7,500,000 PPN 25674# AA 6 DOLLAR TREE DISTRIBUTION, INC., a Virginia
corporation (the "Issuer"), for value received, hereby promises to pay
to
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
or registered assigns
on the thirtieth day of April, 2004
the principal amount of
SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000)
and to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on the principal amount from time to time remaining unpaid hereon at the
rate of 7.29% per annum from the date hereof until maturity, payable
semiannually on the thirtieth of April and October in each year (commencing on
October 30, 1997) and at maturity. The Issuer agrees to pay interest on overdue
principal (including any overdue required or optional prepayment of principal)
and premium, if any, and (to the extent legally enforceable) on any overdue
installment of interest, at the Overdue Rate after the due date, whether by
acceleration or otherwise, until paid. "Overdue Rate" shall mean the lesser of
(a) the maximum interest rate permitted by law and (b) 9.29% per annum.
Both the principal hereof and interest hereon are payable at the
principal office of Citibank, N.A. in New York, New York in coin or currency of
the United States of America which at the time of payment shall be legal tender
for the payment of public and private debts. If any amount of principal,
premium, if any, or interest on or in respect of this Note becomes due and
payable on any date which is not a Business Day, such amount shall be payable on
the immediately preceding Business Day. "Business Day" means any day other than
a Saturday, Sunday or other day on which banks in Norfolk, Virginia or New York,
New York are required by law to close or are customarily closed.
-1-
This Note is one of the 7.29% Senior Guaranteed Notes, Due April 30,
2004 (the "Notes") of the Issuer in the aggregate principal amount of
$30,000,000 which are issued or to be issued under and pursuant to the terms and
provisions of the separate Note Agreements, each dated as of April 15, 1997
(collectively, the "Note Agreements"), entered into by Dollar Tree Stores, Inc.,
a Virginia corporation (the "Parent Guarantor"), the Issuer and the original
Purchasers therein referred to and this Note and the holder hereof are entitled
equally and ratably with the holders of all other Notes outstanding under the
Note Agreements to all the benefits provided for thereby or referred to therein.
Reference is hereby made to the Note Agreements for a statement of such rights
and benefits.
Each holder of this Note will deemed, by its acceptance hereof, (i) to
have agreed to the confidentiality provisions and restriction on transfer
provisions set forth in Sections 5.18 and 3.2(c), respectively, of the Note
Agreements and (ii) to have made the representations set forth in Section 3.2(b)
of the Note Agreements.
This Note and the other Notes outstanding under the Note Agreements may
be declared due prior to their expressed maturity dates and certain
prepayments are required to be made thereon, all in the events, on the
terms and in the manner and amounts as provided in the Note Agreements.
The Notes are not subject to prepayment or redemption at the option of
the Issuer prior to their expressed maturity dates except on the terms
and conditions and in the amounts and with the premium, if any, set
forth in the Note Agreements. The payment of all principal of, premium,
if any, and interest on this Note and the other Notes outstanding under
the Note Agreements has been unconditionally guaranteed by the Parent
Guarantor pursuant to SS.6 of the Note Agreements and by the Subsidiary
Guarantor (as defined in the Note
Agreements) pursuant to a guaranty agreement. Reference is hereby made thereto
for a statement of the rights and benefits accorded thereby.
This Note is registered on the books of the Issuer and is transferable
as provided in Sections 10.1 and 10.2 of the Note Agreements only by surrender
thereof at the principal office of the Issuer duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of this
Note or its attorney duly authorized in writing. Payment of or on account of
principal, premium, if any, and interest on this Note shall be made only to or
upon the order in writing of the registered holder.
-2-
THIS NOTE AND SAID NOTE AGREEMENTS ARE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.
DOLLAR TREE DISTRIBUTION, INC.
By: /s/ Macon F. Brock, Jr.
Title: Chief Executive Officer President
-3-
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR
OTHER DISPOSITION THEREOF MAY BE MADE ONLY (1) IN A TRANSACTION REGISTERED UNDER
SAID ACT OR (2) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.
DOLLAR TREE DISTRIBUTION, INC.
7.29% Senior Guaranteed Note
Due April 30, 2004
No. R-3
April 30, 1997
$5,500,000 PPN 25674# AA 6 DOLLAR TREE DISTRIBUTION, INC., a Virginia
corporation (the "Issuer"), for value received, hereby promises to pay
to
NORTHERN LIFE INSURANCE COMPANY
or registered assigns
on the thirtieth day of April, 2004
the principal amount of
FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($5,500,000)
and to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on the principal amount from time to time remaining unpaid hereon at the
rate of 7.29% per annum from the date hereof until maturity, payable
semiannually on the thirtieth of April and October in each year (commencing on
October 30, 1997) and at maturity. The Issuer agrees to pay interest on overdue
principal (including any overdue required or optional prepayment of principal)
and premium, if any, and (to the extent legally enforceable) on any overdue
installment of interest, at the Overdue Rate after the due date, whether by
acceleration or otherwise, until paid. "Overdue Rate" shall mean the lesser of
(a) the maximum interest rate permitted by law and (b) 9.29% per annum.
Both the principal hereof and interest hereon are payable at the
principal office of Citibank, N.A. in New York, New York in coin or currency of
the United States of America which at the time of payment shall be legal tender
for the payment of public and private debts. If any amount of principal,
premium, if any, or interest on or in respect of this Note becomes due and
payable on any date which is not a Business Day, such amount shall be payable on
the immediately preceding Business Day. "Business Day" means any day other than
a Saturday, Sunday or other day on which banks in Norfolk, Virginia or New York,
New York are required by law to close or are customarily closed.
-1-
This Note is one of the 7.29% Senior Guaranteed Notes, Due April 30,
2004 (the "Notes") of the Issuer in the aggregate principal amount of
$30,000,000 which are issued or to be issued under and pursuant to the terms and
provisions of the separate Note Agreements, each dated as of April 15, 1997
(collectively, the "Note Agreements"), entered into by Dollar Tree Stores, Inc.,
a Virginia corporation (the "Parent Guarantor"), the Issuer and the original
Purchasers therein referred to and this Note and the holder hereof are entitled
equally and ratably with the holders of all other Notes outstanding under the
Note Agreements to all the benefits provided for thereby or referred to therein.
Reference is hereby made to the Note Agreements for a statement of such rights
and benefits.
Each holder of this Note will deemed, by its acceptance hereof, (i) to
have agreed to the confidentiality provisions and restriction on transfer
provisions set forth in Sections 5.18 and 3.2(c), respectively, of the Note
Agreements and (ii) to have made the representations set forth in Section 3.2(b)
of the Note Agreements.
This Note and the other Notes outstanding under the Note Agreements may
be declared due prior to their expressed maturity dates and certain
prepayments are required to be made thereon, all in the events, on the
terms and in the manner and amounts as provided in the Note Agreements.
The Notes are not subject to prepayment or redemption at the option of
the Issuer prior to their expressed maturity dates except on the terms
and conditions and in the amounts and with the premium, if any, set
forth in the Note Agreements. The payment of all principal of, premium,
if any, and interest on this Note and the other Notes outstanding under
the Note Agreements has been unconditionally guaranteed by the Parent
Guarantor pursuant to SS.6 of the Note Agreements and by the Subsidiary
Guarantor (as defined in the Note
Agreements) pursuant to a guaranty agreement. Reference is hereby made thereto
for a statement of the rights and benefits accorded thereby.
This Note is registered on the books of the Issuer and is transferable
as provided in Sections 10.1 and 10.2 of the Note Agreements only by surrender
thereof at the principal office of the Issuer duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of this
Note or its attorney duly authorized in writing. Payment of or on account of
principal, premium, if any, and interest on this Note shall be made only to or
upon the order in writing of the registered holder.
-2-
THIS NOTE AND SAID NOTE AGREEMENTS ARE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.
DOLLAR TREE DISTRIBUTION, INC.
By: /s/ Macon F. Brock, Jr.
Title: Chief Executive Officer President
-3-
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR
OTHER DISPOSITION THEREOF MAY BE MADE ONLY (1) IN A TRANSACTION REGISTERED UNDER
SAID ACT OR (2) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.
DOLLAR TREE DISTRIBUTION, INC.
7.29% Senior Guaranteed Note
Due April 30, 2004
No. R-4
April 30, 1997
$1,500,000 PPN 25674# AA 6 DOLLAR TREE DISTRIBUTION, INC., a Virginia
corporation (the "Issuer"), for value received, hereby promises to pay
to
WASHINGTON SQUARE ADVISERS PRIVATE PLACEMENT TRUST FUND
or registered assigns
on the thirtieth day of April, 2004
the principal amount of
ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000)
and to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on the principal amount from time to time remaining unpaid hereon at the
rate of 7.29% per annum from the date hereof until maturity, payable
semiannually on the thirtieth of April and October in each year (commencing on
October 30, 1997) and at maturity. The Issuer agrees to pay interest on overdue
principal (including any overdue required or optional prepayment of principal)
and premium, if any, and (to the extent legally enforceable) on any overdue
installment of interest, at the Overdue Rate after the due date, whether by
acceleration or otherwise, until paid. "Overdue Rate" shall mean the lesser of
(a) the maximum interest rate permitted by law and (b) 9.29% per annum.
Both the principal hereof and interest hereon are payable at the
principal office of Citibank, N.A. in New York, New York in coin or currency of
the United States of America which at the time of payment shall be legal tender
for the payment of public and private debts. If any amount of principal,
premium, if any, or interest on or in respect of this Note becomes due and
payable on any date which is not a Business Day, such amount shall be payable on
the immediately preceding Business Day. "Business Day" means any day other than
a Saturday, Sunday or other day on which banks in Norfolk, Virginia or New York,
New York are required by law to close or are customarily closed.
-1-
This Note is one of the 7.29% Senior Guaranteed Notes, Due April 30,
2004 (the "Notes") of the Issuer in the aggregate principal amount of
$30,000,000 which are issued or to be issued under and pursuant to the terms and
provisions of the separate Note Agreements, each dated as of April 15, 1997
(collectively, the "Note Agreements"), entered into by Dollar Tree Stores, Inc.,
a Virginia corporation (the "Parent Guarantor"), the Issuer and the original
Purchasers therein referred to and this Note and the holder hereof are entitled
equally and ratably with the holders of all other Notes outstanding under the
Note Agreements to all the benefits provided for thereby or referred to therein.
Reference is hereby made to the Note Agreements for a statement of such rights
and benefits.
Each holder of this Note will deemed, by its acceptance hereof, (i) to
have agreed to the confidentiality provisions and restriction on transfer
provisions set forth in Sections 5.18 and 3.2(c), respectively, of the Note
Agreements and (ii) to have made the representations set forth in Section 3.2(b)
of the Note Agreements.
This Note and the other Notes outstanding under the Note Agreements may
be declared due prior to their expressed maturity dates and certain
prepayments are required to be made thereon, all in the events, on the
terms and in the manner and amounts as provided in the Note Agreements.
The Notes are not subject to prepayment or redemption at the option of
the Issuer prior to their expressed maturity dates except on the terms
and conditions and in the amounts and with the premium, if any, set
forth in the Note Agreements. The payment of all principal of, premium,
if any, and interest on this Note and the other Notes outstanding under
the Note Agreements has been unconditionally guaranteed by the Parent
Guarantor pursuant to SS.6 of the Note Agreements and by the Subsidiary
Guarantor (as defined in the Note
Agreements) pursuant to a guaranty agreement. Reference is hereby made thereto
for a statement of the rights and benefits accorded thereby.
This Note is registered on the books of the Issuer and is transferable
as provided in Sections 10.1 and 10.2 of the Note Agreements only by surrender
thereof at the principal office of the Issuer duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of this
Note or its attorney duly authorized in writing. Payment of or on account of
principal, premium, if any, and interest on this Note shall be made only to or
upon the order in writing of the registered holder.
-2-
THIS NOTE AND SAID NOTE AGREEMENTS ARE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.
DOLLAR TREE DISTRIBUTION, INC.
By: /s/ Macon F. Brock, Jr.
Title: Chief Executive Officer President
-3-
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR
OTHER DISPOSITION THEREOF MAY BE MADE ONLY (1) IN A TRANSACTION REGISTERED UNDER
SAID ACT OR (2) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.
DOLLAR TREE DISTRIBUTION, INC.
7.29% Senior Guaranteed Note
Due April 30, 2004
No. R-5
April 30, 1997
$3,000,000 PPN 25674# AA 6 DOLLAR TREE DISTRIBUTION, INC., a Virginia
corporation (the "Issuer"), for value received, hereby promises to pay
to
SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY
or registered assigns
on the thirtieth day of April, 2004
the principal amount of
THREE MILLION DOLLARS ($3,000,000)
and to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on the principal amount from time to time remaining unpaid hereon at the
rate of 7.29% per annum from the date hereof until maturity, payable
semiannually on the thirtieth of April and October in each year (commencing on
October 30, 1997) and at maturity. The Issuer agrees to pay interest on overdue
principal (including any overdue required or optional prepayment of principal)
and premium, if any, and (to the extent legally enforceable) on any overdue
installment of interest, at the Overdue Rate after the due date, whether by
acceleration or otherwise, until paid. "Overdue Rate" shall mean the lesser of
(a) the maximum interest rate permitted by law and (b) 9.29% per annum.
Both the principal hereof and interest hereon are payable at the
principal office of Citibank, N.A. in New York, New York in coin or currency of
the United States of America which at the time of payment shall be legal tender
for the payment of public and private debts. If any amount of principal,
premium, if any, or interest on or in respect of this Note becomes due and
payable on any date which is not a Business Day, such amount shall be payable on
the immediately preceding Business Day. "Business Day" means any day other than
a Saturday, Sunday or other day on which banks in Norfolk, Virginia or New York,
New York are required by law to close or are customarily closed.
-1-
This Note is one of the 7.29% Senior Guaranteed Notes, Due April 30,
2004 (the "Notes") of the Issuer in the aggregate principal amount of
$30,000,000 which are issued or to be issued under and pursuant to the terms and
provisions of the separate Note Agreements, each dated as of April 15, 1997
(collectively, the "Note Agreements"), entered into by Dollar Tree Stores, Inc.,
a Virginia corporation (the "Parent Guarantor"), the Issuer and the original
Purchasers therein referred to and this Note and the holder hereof are entitled
equally and ratably with the holders of all other Notes outstanding under the
Note Agreements to all the benefits provided for thereby or referred to therein.
Reference is hereby made to the Note Agreements for a statement of such rights
and benefits.
Each holder of this Note will deemed, by its acceptance hereof, (i) to
have agreed to the confidentiality provisions and restriction on transfer
provisions set forth in Sections 5.18 and 3.2(c), respectively, of the Note
Agreements and (ii) to have made the representations set forth in Section 3.2(b)
of the Note Agreements.
This Note and the other Notes outstanding under the Note Agreements may
be declared due prior to their expressed maturity dates and certain
prepayments are required to be made thereon, all in the events, on the
terms and in the manner and amounts as provided in the Note Agreements.
The Notes are not subject to prepayment or redemption at the option of
the Issuer prior to their expressed maturity dates except on the terms
and conditions and in the amounts and with the premium, if any, set
forth in the Note Agreements. The payment of all principal of, premium,
if any, and interest on this Note and the other Notes outstanding under
the Note Agreements has been unconditionally guaranteed by the Parent
Guarantor pursuant to SS.6 of the Note Agreements and by the Subsidiary
Guarantor (as defined in the Note
Agreements) pursuant to a guaranty agreement. Reference is hereby made thereto
for a statement of the rights and benefits accorded thereby.
This Note is registered on the books of the Issuer and is transferable
as provided in Sections 10.1 and 10.2 of the Note Agreements only by surrender
thereof at the principal office of the Issuer duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of this
Note or its attorney duly authorized in writing. Payment of or on account of
principal, premium, if any, and interest on this Note shall be made only to or
upon the order in writing of the registered holder.
-2-
THIS NOTE AND SAID NOTE AGREEMENTS ARE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.
DOLLAR TREE DISTRIBUTION, INC.
By: /s/ Macon F. Brock, Jr.
Title: Chief Executive Officer President
-3-