THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
This Third Amendment to Amended and Restated Revolving Credit Agreement is
made as of the 2nd day of September 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;
BankBoston, N.A. (f/k/a The First National Bank of Boston), NationsBank,
NA., 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
BankBoston, N.A. (f/k/a 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
(as Amended by First Amendment to Amended and Restated Revolving Credit
Agreement dated January 25, 1997, as further amended by Second Amendment to
Amended and Restated Revolving Credit dated as of May 8, 1997, collectively, 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 "Applicable Margin" is hereby amended by
deleting the grid set forth therein and substituting the following
grid in its stead:
Applicable Margin-LIBOR Applicable
Funded Rate Loans and Reference Margin-Base
Tier Debt /EBITDA Rate Loans Rate Loans
------- -------------------- ------------------------- ------------------
I Less than or 50 basis points 0 basis points
equal to 0.75:1
II Less than or 60 basis points 0 basis points
equal to 1.25:1
but greater
than 0.75:1
III Greater than 105 basis points 0 basis points
1.25:1
(b) The definition of "Facility Fee Rate" is hereby amended by
deleting the grid set forth therein and substituting the following
grid in its stead:
Facility Fee
Tier Funded Debt /EBITDA Rate
------ ---------------------------------- ------------------------------
I Less than or equal to 0.75:1 12.5 basis points per annum
II Less than or equal to 1.25:1 but 15 basis points per annum
greater than 0.75.1
III Greater than 1.25:1 20 basis points per annum
(c) The definition of "Agent" is hereby deleted in its entirety, and
the following substituted in its stead;
"BankBoston, N.A. f/k/a The First National Bank of Boston
acting as Agent for the Lenders."
(d) The definition of "Revolving Credit Maturity Date" is hereby
amended by deleting therefrom the words "May 31, 2000" and substituting "May 31,
2002" in its stead.
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3. Amendment to Section 2. Section 2.1(b) is hereby amended by adding the
following sentence at the end of said Section 2.1(b):
"Notwithstanding the foregoing, the provisions of this Section 2.l(b)
shall not apply to the Borrower for the period commencing after March
1, 2000."
4. Amendment to Section 3. Section 3.1(b) is hereby amended by deleting
therefrom the text "70,000,000.00" and substituting "$100,000,000.00"
in its stead.
5. Amendments to Section 9.
(a) The provisions of Section 9.2 are amended by adding the following
ratio:
"Fiscal Year 2001 and each Fiscal
Year thereafter 1.50:1"
(b) The provisions of Section 9.4 are amended as follows:
(I) the introductory provisions of Section 9.4 are amended by
deleting the word "the" in the third line thereof and
inserting in its stead, the word "any".
(ii)by deleting the maximum amount of capital expenditures for
the First Five Months of Fiscal Year 2000 (which presently
appears in the Agreement as $20,000,000) and substituting
the following in its stead:
"Fiscal Year 2000 $40,000,000
Fiscal Year 2001 $45,000,000
Fiscal Year 2002 $50,000,000"
6. Conditions to Effectiveness. This Third Amendment to Amended and
Restated Revolving Credit Term and Loan Agreement shall not be
effective until each of the following conditions precedent have been
fulfilled to the satisfaction of the Agent and the Lenders:
(a) This Third 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
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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.
7. 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.
8. Miscellaneous
(a) This Third 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
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all of which together shall constitute one instrument.
(b) This Third Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement expresses the entire understanding of the
parties with 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: Senior Vice President, Finance
DOLLAR TREE STORES, INC.
By: /s/ Frederick C. Coble
Name: Frederick C. Coble
Title: Senior Vice President, Finance
DOLLAR TREE MANAGEMENT, INC.
By: /s/ Frederick C. Coble
Name: Frederick C. Coble
Title: Senior Vice President, Finance
BANKBOSTON, N.A. (f/k/a THE FIRST
NATIONAL BANK OF BOSTON), individually
and as Agent
By: /s/ Judith E. Kelly
Name: Judith E. Kelly
Title: Vice President
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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 Nave
Name: Bruce Nave
Title: Vice President
FIRST UNION BANK
OF VIRGINIA
By: /s/ Richard H. Grattan
Name: Richard H. Grattan
Title: Senior Vice President
AMSOUTH BANK OF ALABAMA
By: /s/ Robert Clark
Name: Robert Clark
Title: Commercial Banking Officer
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Dana C. Fenwick
Name: Dana C. Fenwick
Title: Vice President
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