SEVENTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
This Seventh Amendment to Amended and Restated Revolving Credit
Agreement (the "Seventh Amendment") is made as of the 15th day of September,
1999 by and among
Dollar Tree Distribution, Inc. (the "Borrower"), a Virginia corporation
having its chief executive office at 000 Xxxxx Xxxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000;
Dollar Tree Stores, Inc. ("DTS"), a Virginia corporation having its
chief executive office at 000 Xxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000;
Dollar Tree Management, Inc. ("DTM"), a Virginia corporation having its
chief executive office at 000 Xxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000;
BankBoston, N.A. (f/k/a The First National Bank of Boston), Bank of
America, N.A. (f/k/a 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 000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx, 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
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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:
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 8. The provisions of ss.8 of the
Agreement are hereby amended as follows:
(a) The provisions of Section 8.1 of the Agreement are
hereby amended by adding the following clauses at the
end thereof:
(i) Indebtedness arising under Capitalized Leases.
(j) Other Indebtedness in an aggregate amount not to
exceed ten percent (10%) of the Consolidated Total
Assets of the Obligors (other than those properly
classified as intangible assets under Generally
Accepted Accounting Principles) at any
one time.
(b) The provisions of Section 8.4 of the Agreement are
hereby amended by adding the following clause at the
end thereof:
,or (iii) as long as no Default or Event of Default
then exists or would arise therefrom, the merger of
any other Person with any Obligor, provided that the
Obligor is the surviving entity and provided further
that the consideration paid by the Obligors in any
such merger consists of any combination of (A)
capital stock of DTS and/or (B) other consideration
not to exceed ten percent (10%) of the Consolidated
Total Assets of the Obligors (other than those
properly classified as intangible assets under
Generally Accepted Accounting Principles) immediately
prior to giving effect to such merger.
(c) The provisions of Section 8.7 of the Agreement are
hereby amended by adding the following clause
immediately after clause (c) thereof:
,or (d) as long as no Default or Event of Default
then exists or would arise therefrom, (i) from and
after the date of the Seventh Amendment to this
Agreement, repurchases or redemptions of the
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capital stock of DTS in an aggregate amount not to
exceed $50,000,000.00, and (ii) other Distributions
which in any fiscal year do not exceed in the
aggregate twenty percent (20%) of Consolidated Net
Income for the immediately preceding fiscal year,
(d) The provisions of Section 8.8 of the Agreement are
hereby amended by adding the following at the end of
the first sentence thereof:
, provided however, that without limiting the
provisions of the second sentence of this Section
8.8, the Obligors may maintain a Subsidiary
established or acquired in connection with an
acquisition or merger permitted pursuant to Section
8.4 hereof for a period of twelve months after
consummation of such acquisition or merger.
(e) The provisions of Section 8.10(c) of the Agreement
are hereby deleted in their entirety, effective as of
December 10, 1998.
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 Seventh 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.
(b) This Seventh 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 Seventh
Amendment as a sealed instrument as of the date first above written.
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DOLLAR TREE DISTRIBUTION, INC.
By:/s/ Xxxxxxxxx X.Xxxxx
-------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President, CFO
DOLLAR TREE STORES, INC.
By:/s/ Xxxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President, CFO
DOLLAR TREE MANAGEMENT, INC.
By:/s/ Xxxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President, CFO
BANKBOSTON, N.A. (f/k/a THE
FIRST NATIONAL BANK OF
BOSTON), individually and as
Agent
By:/s/ Xxxxxxxx x. Xxxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
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CRESTAR BANK
By:/s/ Xxxxx X. Xxxx
--------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
FIRST UNION NATIONAL BANK
f/k/a FIRST UNION NATIONAL
BANK OF VIRGINIA
By:/s/ Xxxxxx XxXxxxxxxx
------------------------
Name: Xxxxxx XxXxxxxxxx
Title: Vice President
BANK OF AMERICA, N.A.
f/k/a NATIONSBANK, N.A.
By:/s/ Xxxxx X. Xxxxx
----------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
UNION BANK OF CALIFORNIA, N.A.
By:/s/ Xxxxx Xxxxxx
-------------------
Name: xxxxx Xxxxxx
Title: Assist. Vice President
AMSOUTH BANK OF ALABAMA
By:/s/ Xxxxx X. Xxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
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