AMENDMENT AND RATIFICATION OF SECURITY 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 and Dollar
Tree Distribution, Inc., Dollar Tree Stores, Inc., and Dollar Tree Management, Inc.
Reference is made to a loan arrangement (the "Loan Arrangement") dated as of January 11, 1996 by and among
NationsBank, N.A., as agent for the Lenders pursuant to that certain Credit Agreement dated January 11, 1996
(the "Loan Agreement") with Dollar Tree Distribution, Inc. ("DTD"), Dollar Tree Stores, Inc. ("DTS"), and Dollar
Tree Management, Inc.("DTM"). The undersigned has executed and delivered to NationsBank, N.A., as agent
for the Lenders, a certain Security Agreement-Commercial dated January 11, 1996 (the "Security Agreement")
pursuant to which the undersigned granted a security interest in certain Collateral (as defined therein) as security
for the undersigned's Indebtedness (as defined therein) to the Lenders and to NationsBank, N.A. as agent.
Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Security
The Lenders, NationsBank, as agent, DTS, DTM, and DTD have agreed to amend and restate the Loan
Arrangement (the "Amended Loan Arrangement"), 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 for the Lenders.
In connection with the Amended Loan Arrangement, DTS, DTM, and DTD have on this date executed and
delivered among other documents, instruments, and agreements, a certain Amended and Restated Revolving