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 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), 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 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