Negative Pledge Agreement (dts)

EXHIBIT 10.9


AMENDMENT AND RATIFICATION OF NEGATIVE PLEDGE AGREEMENT


September 27, 1996


The First National Bank of Boston, as Agent 100 Federal Street Boston, Massachusetts 02110


Re: Loan Arrangement by and among The First National Bank
of Boston, as Agent for the Lenders, the Lenders, and
Dollar Tree Distribution, Inc., Dollar Tree Stores,
Inc., and Dollar Tree Management, Inc.


Gentlemen:


Reference is made to that certain Negative Pledge Agreement (the "Agreement") dated as of January 11, 1996 by and among the (i) undersigned as "Grantor", (ii) NationsBank, N.A. as agent (the "Grantee") for the Lenders referred to in a certain Credit Agreement dated as of January 11, 1996, by and among Dollar Tree Distribution, Inc. ("DTD"), Dollar Tree Stores, Inc. ("DTS"), and Dollar Tree Management, Inc.("DTM"), and (iii) the Lenders. Unless otherwise defined herein, all capitalized terms used herein shall have the meaning set forth in the Agreement.


The Lenders, DTS, DTM, and DTD have agreed to amend and restate the Credit Agreement pursuant to a certain Amended and Restated Revolving Credit Agreement dated September 27, 1996 (the "Amended Credit Agreement"), pursuant to which, among other things, (i) the principal amount of the Loans to be made to DTD shall be increased to $135,000,000.00, (ii) First Union National Bank of Virginia, AmSouth Bank of Alabama and Union Bank of California, N.A. shall join as Lenders, and (iii) NationsBank, N.A. shall resign as agent, and The First National Bank of Boston, shall be appointed as successor Agent of the Lenders.


In order to induce the Lenders and The First National Bank of Boston, as Agent, to enter into the Amended Credit Agreement, the undersigned hereby:


a. Ratifies, confirms and reaffirms, except as modified
herein, all and singular, the terms and conditions of
the Agreement, including, without limitation, all
representations, warranties and covenants made
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