218048.1
SIXTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
This Sixth Amendment to Amended and Restated Revolving Credit Agreement
(the "Sixth Amendment") is made as of the 31st day of December, 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 (f/k/a
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 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, as further amended by a Fourth Amendment to Amended and
Restated Revolving Credit dated as of November 7, 1997, as further amended by a
Fifth Amendment to Amended and Restated Revolving Credit Agreement dated as of
September 30, 1998 and as further amended by a Sixth Amendment to Amended and
Restated Revolving Credit Agreement dated as of December 31, 1998 (collectively,
the "Agreement"); and
WHEREAS, the Borrower, DTS, DTM, the Agent, and the Lenders desire to
further modify and amend the Agreement, as provided herein.
NOW, THEREFORE, it is hereby agreed as follows:
0. Definitions. All capitalized terms used herein and not otherwise
defined shall have the same meaning herein as in the Agreement.
0. Amendments to Section 9. The provisions ofss.ss.9.4 and 9.6 of the
Agreement are hereby deleted in their entirety.
0. 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.
0. Miscellaneous.
(a) This Sixth Amendment 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.
(a) This Sixth Amendment 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 Sixth
Amendment 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
CRESTAR BANK
By /s/ Bruce W. Nave
--------------------------------
Name: Bruce W. Nave
Title: Senior Vice President
FIRST UNION NATIONAL BANK f/k/a FIRST
UNION NATIONAL BANK OF VIRGINIA
By: /s/ Sally H. Bryson
--------------------------------
Name: Sally H. Bryson
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Eileen M. Mayette
-------------------------------
Name: Eileen M. Mayette
Title: Commercial Bank Officer
UNION BANK OF CALIFORNIA, N.A.
By: /s/ J. William Bloore
--------------------------------
Name: J. William Bloore
Title: Vice President
AMSOUTH BANK OF ALABAMA
By: /s/ Mary Anna Raburn
--------------------------------
Name: Mary Anna Raburn
Title: Vice President