FIFTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
This Fifth Amendment to Amended and Restated Revolving Credit Agreement
is made as of the 30th day of September, 1998 by and among
Dollar Tree Distribution, Inc. (the "Borrower"), a Virginia corporation
having its chief executive office at 500 Volvo Parkway, Chesapeake,
Virginia 23320;
Dollar Tree Stores, Inc. ("DTS"), a Virginia corporation having its
chief executive office at 500 Volvo Parkway, Chesapeake, Virginia
23320;
Dollar Tree Management, Inc. ("DTM"), a Virginia corporation having its
chief executive office at 500 Volvo Parkway, Chesapeake, Virginia
23320;
BankBoston, N.A. (f/k/a The First National Bank of Boston),
NationsBank, N.A., 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 IT 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 a First Amendment to Amended and Restated Revolving Credit
Agreement dated January 25, 1997, as further amended by a Second Amendment to
Amended and Restated Revolving Credit dated as of May 8, 1997, as further
amended by a Third Amendment to Amended and Restated Revolving Credit dated as
of September 2, 1997 and as further amended by a Fourth Amendment to Amended and
Restated Revolving Credit dated as of November 7, 1997, collectively, the
"Agreement"); and
WHEREAS, the Borrower, DTS, DTM, the Agent, and the Lenders desire to
modify and amend the Agreement, as provided herein.
NOW, THEREFORE, it is hereby agreed as follows:
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1. Definitions. All capitalized terms used herein and not
otherwise defined shall have the same meaning herein as in the
Agreement.
2. Amendment to Section 6. The provisions of Section 6.22 of the
Agreement are hereby amended by deleting the first sentence
thereof.
3. Amendment to Section 8. The provisions of Section 8.12 are
hereby amended by deleting clause (a) in its entirety.
4. 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 representation,
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.
5. Miscellaneous.
(a) This Fifth Amendment to Amended and Restated
Revolving Credit 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 Fifth Amendment to Amended and Restated
Revolving Credit 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.
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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,
Chief Financial Officer
DOLLAR TREE STORES, INC.
By: /s/ Frederick C. Coble
-----------------------------------
Name: Frederick C. Coble
Title: Senior Vice President,
Chief Financial Officer
DOLLAR TREE MANAGEMENT, INC.
By: /s/ Frederick C. Coble
-----------------------------------
Name: Frederick C. Coble
Title: Senior Vice President,
Chief Financial Officer
BANKBOSTON, N.A. (f/k/a THE
FIRST NATIONAL BANK OF BOSTON)
individually and as Agent
By: /s/ Judith C.E. Kelly
-----------------------------------
Name: Judith C.E. Kelly
Title: Vice President
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CRESTAR BANK
By: /s/ Bruce W. Nave
-----------------------------------
Name: Bruce W. Nave
Title:Senior Vice President,
FIRST UNION NATIONAL BANK
By: /s/ Leslie S. Cundiff
-----------------------------------
Name: Leslie S. Cundiff
Title:Senior Vice President,
NATIONSBANK, N.A.
By: /s/ Franklin P. Earley
-----------------------------------
Name: Franklin P. Earley
Title:Senior Vice President,
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Susan D. Biba
-----------------------------------
Name: Susan D. Biba
Title:Vice President
AMSOUTH BANK OF ALABAMA
By: /s/ Mary Anna Raburn
-----------------------------------
Name: Mary Anna Raburn
Title:Vice President
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