Negative Pledge Agreement (founders)

EXHIBIT 10.10


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 "Grantors", (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. Ratify, confirm and reaffirm, except as modified
herein, all and singular, the terms and conditions of
the Agreement, including, without limitation, all
representations, warranties and covenants made
therein;


b. Acknowledge and agree that any and all references in
the Agreement (i) to the term "Grantee" shall mean and
refer to The First National Bank of Boston, as Agent


1


for the Lenders, or any successor Agent as provided
for in the Amended Credit Agreement, (ii) to the term
"Lenders" shall mean and refer to The First National
Bank of Boston, NationsBank, N.A., Signet Bank,
Crestar Bank, First Union National Bank of Virginia,
AmSouth Bank of Alabama, and Union Bank of California,
N.A., together with any other institutions who may
hereafter become parties to the Amended Loan
Agreement, (iii) to the term "Credit Agreement" shall
mean and refer to the Amended Credit Agreement, and
any future modifications, substitutions, renewals,
amendments, or replacements thereof, and (iv) the term
"Loans" shall mean and refer to the Revolving Credit
Loans in the aggregate principal amount of up to
$135,000,000.00 to be obtained by the Obligors from
the Lenders.


c. Acknowledges and agrees that the Agreement is amended
as follows:


i. by deleting the reference to NationsBank, N.A.
and its address in the third (3rd) paragraph on
Page 1, and replacing it with the following:


"The First National Bank of Boston
...