EXHIBIT 10.1
FOURTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
This Fourth Amendment to Amended and Restated Revolving Credit Agreement is
made as of the 7th day of Nov., 1997 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 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, and as further
amended by a Third Amendment to Amended and Restated Revolving Credit dated as
of September 2, 1997, collectively, the "Agreement"); and
WHEREAS, Signet Bank is no longer a Lender under the Agreement, and, as a
result thereof, the Commitments of the remaining Lenders have been modified; and
WHEREAS, the Borrower, DTS, DTM, the Agent, and the Lenders desire to
modify and amend the Agreement to reflect the modifications to the Commitments,
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. AMENDMENT TO SCHEDULES. SCHEDULE 1 to the Agreement is hereby deleted in
its entirety and a new SCHEDULE 1 in the form annexed hereto is substituted
in its stead.
3. 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.
4. MISCELLANEOUS.
(a) This Fourth 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 Fourth 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.
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
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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
BANKBOSTON, N.A. (f/k/a THE FIRST
NATIONAL BANK OF BOSTON), individually
and as Agent
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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: Vice President
FIRST UNION NATIONAL BANK OF
VIRGINIA, NOW FIRST UNION
NATIONAL BANK
By /s/ Richard H. Gratton
Name: Richard H. Gratton
Title: Senior Vice President
NATIONSBANK, N.A.
By: /s/ Monique S. Adams
Name: Monique S. Adams
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ Dana C. Fenwick
Name: Dana C. Fenwick
Title: Vice President
AMSOUTH BANK OF ALABAMA
By /s/ Bryan Grantham
Name: Bryan Grantham
Title: Commercial Banking
Officer
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SCHEDULE 1
TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
LENDERS, COMMITMENTS, AND COMMITMENT PERCENTAGES
LENDER COMMITMENT COMMITMENT
PERCENTAGE
BankBoston, N.A. $32,500,000.00 24.074074074%
Crestar Bank $22,500,000.00 16.666666667%
First Union National $22,500,000.00 16.666666667%
Bank of Virginia
NationsBank, N.A. $22,500,000.00 16.666666667%
Union Bank of California, N.A. $20,000,000.00 14.814814814%
AmSouth Bank of Alabama $15,000,000.00 11.111111111%
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