Exhibit 4.1

 

FIRST SUPPLEMENTAL INDENTURE

 

Dated as of April 19, 2018

 

between

 

DOLLAR TREE, INC.

 

and

 

U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee

 

$750,000,000 SENIOR FLOATING RATE NOTES DUE 2020

$1,000,000,000 3.700% SENIOR NOTES DUE 2023

$1,000,000,000 4.000% SENIOR NOTES DUE 2025

$1,250,000,000 4.200% SENIOR NOTES DUE 2028

 











 

Table of Contents

 

	
 
    	
 
    	
Page
    
	
 
    	
 
    	
 
    
	
ARTICLE I.
    
	
 
    
	
DEFINITIONS
    
	
 
    
	
SECTION 1.1
    	
Certain Terms Defined in the Base   Indenture
    	
1
    
	
SECTION 1.2
    	
Definitions
    	
2
    
	
SECTION 1.3
    	
Other Definitions
    	
6
    
	
 
    	
 
    	
 
    
	
ARTICLE II.
    
	
 
    
	
FORM AND TERMS OF THE NOTES
    
	
 
    
	
SECTION 2.1
    	
Form and Dating
    	
6
    
	
SECTION 2.2
    	
Certain Terms of the Notes
    	
8
    
	
SECTION 2.3
    	
Optional Redemption
    	
10
    
	
SECTION 2.4
    	
Offer to Repurchase Upon a Change   of Control Triggering Event
    	
11
    
	
 
    	
 
    	
 
    
	
ARTICLE III.
    
	
 
    
	
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
    
	
 
    	
 
    	
 
    
	
SECTION 3.1
    	
Covenant Defeasance
    	
12
    
	
 
    	
 
    	
 
    
	
ARTICLE IV.
    
	
 
    
	
SATISFACTION AND DISCHARGE
    
	
 
    	
 
    	
 
    
	
SECTION 4.1
    	
Satisfaction and Discharge
    	
12
    
	
 
    	
 
    	
 
    
	
ARTICLE V.
    
	
 
    
	
MISCELLANEOUS
    
	
 
    	
 
    	
 
    
	
SECTION 5.1
    	
Relationship with Indenture
    	
12
    
	
SECTION 5.2
    	
Trust Indenture Act Controls
    	
13
    
	
SECTION 5.3
    	
Governing Law
    	
13
    
	
SECTION 5.4
    	
Counterparts
    	
13
    
	
SECTION 5.5
    	
Severability
    	
13
    
	
SECTION 5.6
    	
Ratification
    	
13
    
	
SECTION 5.7
    	
Headings
    	
13
    
	
SECTION 5.8
    	
Effectiveness
    	
14
    
				


 

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EXHIBIT A   — Form of Senior Floating Rate Notes due 2020
    
	
EXHIBIT B   — Form of 3.700% Senior Notes due 2023
    
	
EXHIBIT C   — Form of 4.000% Senior Notes due 2025
    
	
EXHIBIT D   — Form of 4.200% Senior Notes due 2028
    


 

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FIRST SUPPLEMENTAL INDENTURE

 

This First Supplemental Indenture, dated as of April 19, 2018 (this “First Supplemental Indenture”), by and between DOLLAR TREE, INC., a Virginia corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a duly organized and existing national banking association under the laws of the United States, as trustee (the “Trustee”).

 

WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of April 2, 2018 (the “Base Indenture”; and together with this First Supplemental Indenture, the “Indenture”), providing for the issuance by the Company of an unlimited number of series of Securities from time to time;

 

WHEREAS, the Base Indenture provides that the Securities of a series shall be in the form and shall have such terms and provisions as may be established in one or more supplemental indentures thereto;

 

WHEREAS, the Company has determined to issue the Senior Floating Rate Notes due 2020 (the “Floating Rate Notes”), 3.700% Senior Notes due 2023 (the “2023 Notes”), 4.000% Senior Notes due 2025 (the “2025 Notes”), 4.200% Senior Notes due 2028 (the “2028 Notes”, and together with the 2023 Notes and the 2025 Notes, the “Fixed Rate Notes”, and the Fixed Rate Notes together with the Floating Rate Notes, the “Notes”), under the Indenture pursuant to the terms of this First Supplemental Indenture and substantially in the forms set forth in Exhibit A hereto for the Floating Rate Notes, Exhibit B hereto for the 2023 Notes, Exhibit C hereto for the 2025 Notes, and Exhibit D hereto for the 2028 Notes, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture; and

 

WHEREAS, the Company, by action duly taken, has authorized the execution of this First Supplemental Indenture and the issuance of the Notes;

 

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

 

For and in consideration of the promises stated herein and the purchase of the Notes by the Holders thereof, the parties hereto hereby enter into this First Supplemental Indenture, for the equal and proportionate benefit of all Holders, as follows:

 

ARTICLE I.

 

DEFINITIONS

 

SECTION 1.1                                             Certain Terms Defined in the Base Indenture.

 

For purposes of this First Supplemental Indenture and the Notes, all capitalized terms used but not defined herein or therein, as applicable, shall have the meanings ascribed to such terms in the Base Indenture.

 

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SECTION 1.2                                             Definitions.

 

For the benefit of the Holders, Section 1.1 of the Base Indenture shall be amended by adding or substituting, as applicable, the following new definitions:

 

“2023 Notes” shall have the meaning assigned to that term in the recitals to this First Supplemental Indenture.

 

“2025 Notes” shall have the meaning assigned to that term in the recitals to this First Supplemental Indenture.

 

“2028 Notes” shall have the meaning assigned to that term in the recitals to this First Supplemental Indenture.

 

“Applicable Par Call Date” means, (1) in the case of the 2023 Notes, April 15, 2023, (2) in the case of the 2025 Notes, March 15, 2025 and (3) in the case of the 2028 Notes, February 15, 2028.

 

“Below Investment Grade Rating Event” means, with respect to the Notes of a Series, a reduction in the rating of the Notes of such Series to below an Investment Grade Rating by both of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes of such Series is under publicly announced consideration for possible downgrade by any of the Rating Agencies (the “Relevant Period”)); provided that, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of “Change of Control Triggering Event”) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply either (1) did not reduce the ratings of the Notes of such Series during the Relevant Period or (2) do not announce or publicly confirm that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

 

“Change of Control” means the occurrence of any of the following:  (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “Person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “Person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock; (3) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors; (4) the adoption of a plan relating to the Company’s liquidation or dissolution; or (5) the

 

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Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction or its direct or indirect parent company.  Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Company becomes a wholly owned Subsidiary of a holding or parent company and (2) the holders of the Voting Stock of such holding or parent company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction.

 

“Change of Control Triggering Event” means, with respect to the Notes of a Series, the occurrence of both a Change of Control and a Below Investment Grade Rating Event with respect to the Notes of such Series.

 

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed from the redemption date to the Applicable Par Call Date that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

 

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

 

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (1) was a member of such Board of Directors on the Issue Date; or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the members of our Board of Directors who were either members of the Board of Directors on the Issue Date or whose nomination, election or appointment was previously so approved (either by specific action of the Board of Directors or by approval by such directors of the Company’s proxy statement in which such member was named as a nominee for election as a director).

 

“Designated LIBOR Page” shall be Bloomberg L.P. page “BBAM” or such other page as may replace Bloomberg L.P. page “BBAM” on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks.

 

“Floating Rate Notes” shall have the meaning assigned to that term in the recitals to this First Supplemental Indenture.

 

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“Floating Rate Note Interest Period” means the period from, and including, an interest payment date to, but excluding, the next succeeding interest payment date, except for the initial Floating Rate Note Interest Period, which will be the period from, and including, the Issue Date to, but excluding, the interest payment date occurring on July 17, 2018.

 

“Global Notes” means, individually and collectively, (1) with respect to the Floating Rate Notes, each of the Notes of such Series in the form of global Securities registered in the name of the Depository or its nominee, substantially in the form of Exhibit A attached hereto, (2) with respect to the 2023 Notes, each of the Notes of such Series in the form of global Securities registered in the name of the Depository or its nominee, substantially in the form of Exhibit B attached hereto, (3) with respect to the 2025 Notes, each of the Notes of such Series in the form of global Securities registered in the name of the Depository or its nominee, substantially in the form of Exhibit C attached hereto, and (4) with respect to the 2028 Notes, each of the Notes of such Series in the form of global Securities registered in the name of the Depository or its nominee, substantially in the form of Exhibit D attached hereto.

 

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies.

 

“Issue Date” means April 19, 2018.

 

“LIBOR” means, with respect to a Floating Rate Note Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period beginning on the second London Banking Day after the applicable LIBOR Determination Date that appears on the Designated LIBOR Page as of 11:00 a.m., London time, on such LIBOR Determination Date. If the Designated LIBOR Page does not include such a rate or is unavailable on a LIBOR Determination Date, the calculation agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Company, to provide such bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such LIBOR Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount of U.S. dollars for a three-month period beginning on the second London Banking Day after such LIBOR Determination Date. If at least two such offered quotations are so provided, the LIBOR rate for the Floating Rate Note Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the calculation agent will request each of three major banks in New York City, as selected by the Company, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such LIBOR Determination Date, for loans in a Representative Amount in U.S. dollars to leading European banks for a three-month period beginning on the second London Banking Day after such LIBOR Determination Date. If at least two such rates are so provided, the LIBOR rate for the Floating Rate Note Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then the LIBOR rate for the Floating Rate Note Interest Period will be the rate in effect with respect to the immediately preceding Floating Rate Note Interest Period.

 

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“LIBOR Determination Date” means, with respect to a Floating Rate Note Interest Period, the London Banking Day that is two London Banking Days prior to the first day of such Floating Rate Note Interest Period.

 

“London Banking Day” is any day on which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

 

“Moody’s” means Moody’s Investors Service, Inc.

 

“Notes” shall have the meaning assigned to that term in the recitals to this First Supplemental Indenture.

 

“Rating Agencies” means (1) each of Moody’s and S&P; and (2) if either Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” registered under Section 15E of the Exchange Act, selected by the Company as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

 

“Reference Treasury Dealers” means (1) each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer (a “Primary Treasury Dealer”), the Company shall substitute another nationally recognized investment banking firm that is a Primary Treasury Dealer, and (2) one other Primary Treasury Dealer selected by the Company.

 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. New York time on the third Business Day preceding such redemption date.

 

“Representative Amount” means a principal amount of not less than $1,000,000 for a single transaction in the relevant market at the relevant time.

 

“S&P” means Standard & Poor’s Ratings Services, Standard & Poor’s Financial Services LLC business.

 

“Treasury Rate” means, with respect to any redemption date, (1) the arithmetic average of the yields in each statistical release for the immediately preceding week designated “H.15” or any successor publication which is published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under “U.S. government securities—Treasury constant maturities—nominal,” for the maturity corresponding to the Comparable Treasury Issue (or if no maturity is within three months before or after the remaining term of the notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields,

 

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the rate per annum equal to the semi-annual equivalent yield to a maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

 

SECTION 1.3                                             Other Definitions.

 

	
TERM
    	
 
    	
DEFINED
   IN SECTION
    
	
“Additional Notes”
    	
 
    	
2.2
    
	
“Change of Control Offer”
    	
 
    	
2.4
    
	
“Change of Control Payment”
    	
 
    	
2.4
    
	
“Change of Control Payment Date”
    	
 
    	
2.4
    
	
“Daily Interest Amount”
    	
 
    	
    2.2(f)
    
	
“Depository”
    	
 
    	
2.1
    
	
“Floating Rate Notes Maturity Date”
    	
 
    	
     2.2(d)
    
	
“Initial Floating Rate Note Interest Rate”
    	
 
    	
    2.2(f)
    
	
“Make-whole Deficit”
    	
 
    	
4.1
    


 

ARTICLE II.

 

FORM AND TERMS OF THE NOTES

 

SECTION 2.1                                             Form and Dating.

 

The Floating Rate Notes shall be substantially in the form of Exhibit A attached hereto. The 2023 Notes shall be substantially in the form of Exhibit B attached hereto. The 2025 Notes shall be substantially in the form of Exhibit C attached hereto. The 2028 Notes shall be substantially in the form of Exhibit D attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage.  Each Note shall be dated the date of its authentication.

 

The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture; and the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby; provided that, to the extent of any inconsistency between the terms and provisions in the Indenture and those contained in the Notes, the Indenture shall govern.

 

(a)                                 Global Notes.  The Notes of each Series designated herein shall be issued initially in the form of one or more Global Notes of such Series, which shall be held by the Trustee as custodian for The Depository Trust Company, New York, New York (the “Depository”), and registered in the name of Cede & Co., the Depository’s nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided.  The aggregate principal amount of outstanding Notes of each Series may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

 

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Unless and until a Global Note is exchanged for Notes registered in the names of Holders other than the Depository or its nominee pursuant to Section 2.15(b) of the Base Indenture, such Global Note may not be transferred except as a whole by the Depository to its nominee or by its nominee to the Depository or another nominee of the Depository or by the Depository or any of its nominees to a successor depository or any nominee of such successor depository.  Upon the occurrence of the events specified in Section 2.15(b) of the Base Indenture in relation thereto, the Company shall execute, and the Trustee shall, upon receipt of a Company Order for authentication, authenticate and deliver, Notes in definitive form in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Note.

 

(b)                                 Book-Entry Provisions.  This Section 2.1(b) shall apply only to the Global Notes deposited with or on behalf of the Depository.

 

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver the Global Notes that shall be registered in the name of the Depository or the nominee of the Depository and shall be held by the Trustee as custodian for the Depository.

 

Participants of the Depository shall have no rights either under the Indenture or with respect to any Global Notes.  The Depository shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes under the Indenture.  Notwithstanding the foregoing, nothing herein shall prevent the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its participants, the operation of customary practices of such Depository governing the exercise of the rights of an owner of a beneficial interest in the Global Notes.

 

(c)                                  Definitive Notes.  Definitive Notes issued in physical, certificated form, registered in the name of the beneficial owner thereof, with respect to the Floating Rate Notes, shall be substantially in the form of Exhibit A attached hereto, with respect to the 2023 Notes, shall be substantially in the form of Exhibit B attached hereto, with respect to the 2025 Notes, shall be substantially in the form of Exhibit C attached hereto, with respect to the 2028 Notes, shall be substantially in the form of Exhibit D attached hereto, but, in each case, without including the text referred to therein as applying only to Global Notes.  Except as provided above in subsection (a), owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of certificated Notes.

 

(d)                                 Transfer and Exchange of the Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the Indenture and the procedures of the Depository therefor.  Beneficial interests in the Global Notes may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the Global Notes.

 

(e)                                  Paying Agent and Registrar.  The Company appoints the Trustee as the initial Paying Agent of the Company for the payment of the principal of (and premium, if any) and interest on, the Notes, and the Corporate Trust Office of the Trustee be, and hereby is, designated as the office or agency where the Notes may be presented for payment and where

 

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notices to or demands upon the Company in respect of the Notes and this First Supplemental Indenture and the Indenture pursuant to which the Notes are to be issued may be made.  The Company appoints the Trustee as the initial Registrar with respect to the Notes.

 

SECTION 2.2                                             Certain Terms of the Notes.

 

The following terms relating to the Notes are hereby established:

 

(a)                                 Title.  There is hereby established (i) a Series of Securities having the title “Senior Floating Rate Notes Due 2020”, (ii) a Series of Securities having the title “3.700% Senior Notes Due 2023”, (iii) a Series of Securities having the title “4.000% Senior Notes Due 2025”, and (iv) a Series of Securities having the title “4.200% Senior Notes Due 2028.”

 

(b)                                 Principal Amount.  The Senior Floating Rate Notes Due 2020 will be initially issued in an aggregate principal amount of $750,000,000, the 3.700% Senior Notes Due 2023 will be initially issued in an aggregate principal amount of $1,000,000,000, the 4.000% Senior Notes Due 2025 will be initially issued in an aggregate principal amount of $1,000,000,000, and the 4.200% Senior Notes Due 2028 will be initially issued in an aggregate principal amount of $1,250,000,000. The Company may, from time to time, without the consent of the Holders of the Notes of any Series, issue additional notes (“Additional Notes”) having the same terms as the Notes of such Series in all respects, except for the issue date, the issue price, the initial interest payment date, and the initial date of interest accrual.  Any such Additional Notes shall be consolidated with and form a single series with the Notes of such Series for all purposes of the Indenture.  If the Additional Notes are not fungible with the Notes of such Series issued on the Issue Date for U.S. federal income tax purposes, the Additional Notes will have a different CUSIP number.

 

(c)                                  Ranking.  The Notes shall rank as unsubordinated Securities.

 

(d)                                 Maturity Date.  The entire outstanding principal of the Floating Rate Notes shall be payable on April 17, 2020 (the “Floating Rate Notes Maturity Date”), the entire outstanding principal of the 2023 Notes shall be payable on May 15, 2023, the entire outstanding principal of the 2025 Notes shall be payable on May 15, 2025, and the entire outstanding principal of the 2028 Notes shall be payable on May 15, 2028.

 

(e)                                  Fixed Rate Notes Interest Rate.  The rate at which the 2023 Notes shall bear interest shall be 3.700% per annum, the rate at which the 2025 Notes shall bear interest shall be 4.000% per annum, and the rate at which the 2028 Notes shall bear interest shall be 4.200% per annum, in each case calculated on the basis of a 360-day year of twelve 30-day months. The interest payment dates for the Fixed Rate Notes shall be the 15th day of May and November of each year, commencing on November 15, 2018.  The Company will pay interest on the Fixed Rate Notes, in arrears, to the Holders of such Notes (or one or more predecessor Securities) at the close of business on the regular record date for such interest, which shall be the 1st day of May and November (whether or not a Business Day), as the case may be, next preceding the applicable interest payment date.   If an interest payment date with respect to the Fixed Rate Notes falls on a day that is not a Business Day, interest will be payable on the next succeeding

 

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Business Day with the same force and effect as if made on such interest payment date and no interest shall accrue in respect of the delay.

 

(f)                                   Floating Rate Notes Interest Rate. The Floating Rate Notes will bear interest at a floating rate of interest, reset quarterly. The per annum interest rate on the Floating Rate Notes for the period from the Issue Date to but not including the first interest payment date will be equal to 3.05539% (such rate, the “Initial Floating Rate Note Interest Rate”). Following the initial Floating Rate Note Interest Period, the per annum interest rate on the Floating Rate Notes for each subsequent Floating Rate Note Interest Period will be equal to LIBOR as determined on the related LIBOR Determination Date, plus 70 basis points. The interest rate applicable to any day in a given Floating Rate Note Interest Period will be either the Initial Floating Rate Note Interest Rate or the interest rate as reset on the immediately preceding Interest Payment Date. The amount of interest for each day that the Floating Rate Notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Floating Rate Notes outstanding on such day. The amount of interest to be paid on the Floating Rate Notes for each Floating Rate Note Interest Period will be calculated by adding such Daily Interest Amounts for each day in such Floating Rate Note Interest Period. The interest payment dates for the Floating Rate Notes shall be the 17th day of January, April, July and October of each year, commencing on July 17, 2018.  The Company will pay interest on the Floating Rate Notes, in arrears, to the Holders of such Notes (or one or more predecessor Securities) at the close of business on the regular record date for such interest, which shall be the 3rd day of January, April, July and October (whether or not a Business Day), as the case may be, next preceding the applicable interest payment date.  If any interest payment date with respect to the Floating Rate Notes, other than the Floating Rate Notes Maturity Date, falls on a day that is not a Business Day, the interest payment date will be postponed to the next day that is a Business Day. If the Floating Rate Notes Maturity Date falls on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Floating Rate Notes Maturity Date. If any interest payment date (other than the Floating Rate Notes Maturity Date) is postponed as described above, the amount of interest for the relevant Floating Rate Note Interest Period will be adjusted accordingly. All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). Notwithstanding the foregoing, the interest rate on a Series of Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. In addition, the interest rate on the Floating Rate Notes will in no event be lower than zero. The Trustee initially will act as the calculation agent in respect of the Floating Rate Notes. The Company may change the calculation agent without prior notice to or consent of the Holders of the Floating Rate Notes. Any agreement between the Company and any calculation agent may provide that no amendment to the provisions of the Floating Rate Notes or the Indenture relating to the duties or obligations of such calculation agent may become effective as against such calculation agent without the prior written consent of such calculation agent. The calculation agent will, upon the written request of any Holder of Floating Rate Notes, provide the interest rate then in effect with respect to the

 

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Floating Rate Notes. All calculations made by the calculation agent in the absence of manifest error will be conclusive for all purposes and binding on the Company and the Holders of the Floating Rate Notes.

 

(g)                                  Interest Generally.  The date from which interest shall accrue on the Notes shall be April 19, 2018, or the most recent interest payment date to which interest has been paid or duly provided for. Payment of principal, premium, if any, and interest on, the Notes will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that each installment of interest, premium, if any, and principal on the Notes may at the Company’s option be paid in immediately available funds by wire transfer to an account maintained by the payee with a bank located in the United States.

 

(h)                                 Sinking Fund.  The Notes will not be entitled to the benefit of any sinking fund provisions.

 

SECTION 2.3                                             Optional Redemption.

 

(a)                                 Applicability of Article III.  The provisions of Article III of the Base Indenture shall apply to the Notes, as supplemented by Sections 2.3(b), (c) and (d) below.

 

(b)                                 Fixed Rate Notes Make Whole Redemption.  The Company may redeem the Fixed Rate Notes of each Series, in whole or in part, at the Company’s option, at any time and from time to time prior to the Applicable Par Call Date with respect to such Series of Fixed Rate Notes, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of the principal and interest thereon to the Applicable Par Call Date with respect to such Series (not including any portions of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus (i) in the case of the 2023 Notes, 20 basis points, (ii) in the case of the 2025 Notes, 20 basis points and (iii) in the case of the 2028 Notes, 25 basis points. In the case of each of clauses (1) and (2), accrued and unpaid interest will be payable to, but excluding, the date of redemption.

 

(c)                                  Fixed Rate Notes Par Redemption.  At any time on or after the Applicable Par Call Date with respect to any Series of Fixed Rate Notes, the Company may redeem the Notes of such Series, as a whole or in part, at the Company’s option and at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

 

(d)                                 Floating Rate Notes Redemption. The Company may redeem the outstanding Floating Rate Notes at whole or in part, at the Company’s option, on April 22, 2019 or at any time thereafter at a redemption price equal to 100% of the principal amount of the Floating Rate Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

 

10











 

SECTION 2.4                                             Offer to Repurchase Upon a Change of Control Triggering Event.

 

If a Change of Control Triggering Event occurs with respect to the Notes of any Series, unless the Company has exercised its right to redeem such Notes as described in Section 2.3 or has exercised its option to satisfy and discharge the Indenture with respect to the Notes of such Series as set forth in Article XI of the Base Indenture and Article IV hereof, Holders of such Notes shall have the right to require the Company to repurchase all or any part in an integral multiple of $1,000 of their Notes (provided that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein.  In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Notes subject to such offer plus accrued and unpaid interest, if any, on the Notes repurchased to but excluding, the date of purchase (the “Change of Control Payment”).  Within 30 days following any Change of Control Triggering Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall mail a notice to Holders of the Floating Rate Notes, 2023 Notes, 2025 Notes and 2028 Notes, as applicable, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures described herein and in such notice.  The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice.  The Company must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event.  To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions herein, the Company shall only be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such conflicts.

 

Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and the third party purchases all Floating Rate Notes, 2023 Notes, 2025 Notes and 2028 Notes, as applicable, properly tendered and not withdrawn under its offer.

 

On the Change of Control Payment Date, the Company shall to the extent lawful (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.

 

The Paying Agent will promptly mail to each Holder who has properly tendered Notes the applicable Change of Control Payment for such Notes, and the Trustee will promptly

 

11











 

authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000.

 

ARTICLE III.

 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

 

Article VIII of the Base Indenture shall apply to the Notes, with the modifications set forth below:

 

SECTION 3.1                                             Covenant Defeasance. With respect to the Notes of each Series, the phrase “covenants specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2, with respect to the outstanding Securities of the applicable Series” shall include Section 2.4 (Offer to Repurchase Upon a Change of Control Triggering Event) of this First Supplemental Indenture

 

ARTICLE IV.

 

SATISFACTION AND DISCHARGE

 

Article XI of the Base Indenture shall apply to the Notes, with the modifications set forth below:

 

SECTION 4.1                                             Satisfaction and Discharge. Section 11.1 of the Base Indenture shall apply to the Notes; however, with respect to each Series of Fixed Rate Notes, clause (a)(ii) of Section 11.1 of the Base Indenture shall be modified to include the following at the end of such clause:

 

“; provided that for any such redemption conducted pursuant to Section 2.3(b) of the First Supplemental Indenture, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee calculated as required by such Section 2.3(b) using the Treasury Rate as of the date of the notice of redemption, with any deficit as of the redemption date (any such amount, the “Make-whole Deficit”) only required to be deposited with the Trustee on or prior to the redemption date.  Any Make-whole Deficit will be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such Make-whole Deficit that confirms that such Make-whole Deficit will be applied toward such redemption;”.

 

ARTICLE V.

 

MISCELLANEOUS

 

SECTION 5.1                                             Relationship with Indenture.

 

The terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made, a part of this First Supplemental Indenture.  However, to the extent any provision of the Base Indenture conflicts with the express provisions of this First Supplemental

 

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Indenture, the provisions of this First Supplemental Indenture will govern and be controlling.  In all other respects, the Base Indenture is confirmed by the parties hereto as supplemented by the terms of this First Supplemental Indenture.

 

SECTION 5.2                                             Trust Indenture Act Controls.

 

If any provision of this First Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this First Supplemental Indenture by the Trust Indenture Act, the required provision shall control.  If any provision of this First Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this First Supplemental Indenture as so modified or to be excluded, as the case may be.

 

SECTION 5.3                                             Governing Law.

 

This First Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

 

SECTION 5.4                                             Counterparts.

 

The parties may sign multiple counterparts of this First Supplemental Indenture.  Each signed counterpart shall be deemed an original, but all of them together represent one and the same First Supplemental Indenture.

 

SECTION 5.5                                             Severability.

 

Each provision of this First Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this First Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and a Holder shall have no claim therefor against any party hereto.

 

SECTION 5.6                                             Ratification.

 

The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed.  The Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument.  All provisions included in this First Supplemental Indenture supersede any conflicting provisions included in the Base Indenture, unless not permitted by law.  The Trustee accepts the trusts created by the Base Indenture, as supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented by this First Supplemental Indenture.

 

SECTION 5.7                                             Headings.

 

The Section headings in this First Supplemental Indenture are for convenience only and shall not affect the construction thereof.

 

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SECTION 5.8                                             Effectiveness.

 

The provisions of this First Supplemental Indenture shall become effective as of the date hereof.

 

[Remainder of page intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.

 

	
 
    	
DOLLAR   TREE, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin S. Wampler
    
	
 
    	
 
    	
Name:
    	
Kevin S.   Wampler
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
U.S. BANK   NATIONAL ASSOCIATION,
    
	
 
    	
a national   banking association, as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Wally Jones
    
	
 
    	
 
    	
Name:
    	
Wally   Jones
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[Signature Page to First Supplemental Indenture]

 











 

EXHIBIT A

 

Form of Senior Floating Notes due 2020

 

[Include the following legend on each Note that is a Global Note:

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.  TRANSFER OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]

 

DOLLAR TREE, INC.

 

Senior Floating Notes due 2020

 

	
REGISTERED
    	
PRINCIPAL AMOUNT: $[ ]
    


 

No.

 

CUSIP:  [·]
 ISIN:  [·]

 

DOLLAR TREE, INC., a Virginia corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] ($[ ]) on April 17, 2020 (the “Maturity Date”) (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from April 19, 2018 (the “Original Issue Date”) or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at a floating rate, reset quarterly, on the 17th day of January, April, July and October of each year (each such date, an “Interest Payment Date”), commencing on July 17, 2018, until the principal hereof is paid or made available for payment  The per annum interest rate on the Notes for the period from the Original Issue Date to but not including the first interest payment date will be equal to 3.05539% (such rate, the “Initial Floating Rate Note Interest Rate”). Following the initial Floating Rate Note Interest Period, the per annum interest rate on the Notes for each subsequent Floating Rate Note Interest Period will be equal to LIBOR as determined on the related LIBOR Determination Date, plus 70 basis points. The interest rate applicable to any day in a given Floating Rate Note Interest Period will be either the Initial Floating Rate Note Interest

 

A-1











 

Rate or the interest rate as reset on the immediately preceding Interest Payment Date. The amount of interest for each day that the Notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Notes outstanding on such day. The amount of interest to be paid on the Notes for each Floating Rate Note Interest Period will be calculated by adding such Daily Interest Amounts for each day in such Floating Rate Note Interest Period.

 

All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). Notwithstanding the foregoing, the interest rate on this Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. In addition, the interest rate on this Note will in no event be lower than zero.

 

Set forth below are certain of the defined terms used for purposes of determining the interest rate payable on the Notes.

 

“Designated LIBOR Page” shall be Bloomberg L.P. page “BBAM” or such other page as may replace Bloomberg L.P. page “BBAM” on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks.

 

“Floating Rate Note Interest Period” means the period from, and including, an Interest Payment Date to, but excluding, the next succeeding Interest Payment Date, except for the initial Floating Rate Note Interest Period, which will be the period from, and including, the Original Issue Date to, but excluding, the interest payment date occurring on July 17, 2018.

 

“LIBOR” means, with respect to a Floating Rate Note Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period beginning on the second London Banking Day after the applicable LIBOR Determination Date that appears on the Designated LIBOR Page as of 11:00 a.m., London time, on such LIBOR Determination Date. If the Designated LIBOR Page does not include such a rate or is unavailable on a LIBOR Determination Date, the calculation agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Company, to provide such bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such LIBOR Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount of U.S. dollars for a three-month period beginning on the second London Banking Day after such LIBOR Determination Date. If at least two such offered quotations are so provided, the LIBOR rate for the Floating Rate Note Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the calculation agent will request each of three major banks in New York City, as selected by the Company, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such LIBOR Determination Date, for loans in a Representative Amount in U.S. dollars to leading European banks for a three-month period beginning on the second London Banking Day after such LIBOR Determination Date. If at least two such rates are so provided, the LIBOR rate for the Floating Rate Note Interest Period

 

A-2











 

will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then the LIBOR rate for the Floating Rate Note Interest Period will be the rate in effect with respect to the immediately preceding Floating Rate Note Interest Period.

 

“LIBOR Determination Date” means, with respect to a Floating Rate Note Interest Period, the London Banking Day that is two London Banking Days prior to the first day of such Floating Rate Note Interest Period.

 

“London Banking Day” is any day on which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

 

“Representative Amount” means a principal amount of not less than $1,000,000 for a single transaction in the relevant market at the relevant time.

 

(1)                                 Payment of Interest; Calculation Agent.  The Company will pay interest on this Note, in arrears, to the Holders of this Note (or one or more predecessor Securities) at the close of business on the regular record date for such interest, which shall be the 3rd day of January, April, July and October (whether or not a Business Day), as the case may be, next preceding the applicable Interest Payment Date.  The Trustee initially will act as the calculation agent in respect of the Notes. The Company may change the calculation agent without prior notice to or consent of the Holders of the Notes. Any agreement between the Company and any calculation agent may provide that no amendment to the provisions of the Notes or the Indenture relating to the duties or obligations of such calculation agent may become effective as against such calculation agent without the prior written consent of such calculation agent. The calculation agent will, upon the written request of any Holder of the Notes, provide the interest rate then in effect with respect to the Notes. All calculations made by the calculation agent in the absence of manifest error will be conclusive for all purposes and binding on the Company and the Holders of the Notes.

 

(2)                                 Place of Payment.  Payment of principal, premium, if any, and interest on this Note will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that each installment of interest, premium, if any, and principal on this Note may at the Company’s option be paid in immediately available funds by wire transfer to an account maintained by the payee with a bank located in the United States.

 

(3)                                 Time of Payment.  If any Interest Payment Date with respect to this Note, other than the Maturity Date, falls on a day that is not a Business Day, the Interest Payment Date will be postponed to the next day that is a Business Day. If the Maturity Date of this Note falls on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the Maturity Date. If any Interest Payment Date (other than the Maturity Date) is postponed as described above, the amount of interest for the relevant Floating Rate Note Interest Period will be adjusted accordingly.

 

A-3











 

(4)                                 General.  This Note is one of a duly authorized Series of Securities of the Company, designated as “Senior Floating Notes due 2020” (collectively, the “Notes”), initially in an aggregate principal amount of SEVEN HUNDRED FIFTY MILLION DOLLARS ($750,000,000), issued under an indenture (the “Base Indenture”), dated as of April 2, 2018, between the Company and U.S. Bank National Association, a national banking association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the Series of which this Note is a part), as supplemented by a First Supplemental Indenture thereto, dated as of April 19, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.  Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered; provided that to the extent of any inconsistency between the terms and provisions in the Indenture and those contained in this Note, the Indenture shall govern.

 

(5)                                 Further Issuance.  The Company may, from time to time, without the consent of the Holders of the Notes, issue additional notes (“Additional Notes”) having the same terms as the Notes in all respects, except for the issue date, the issue price, the initial interest payment date, and the initial date of interest accrual.  Any such Additional Notes shall be consolidated with and form a single Series with the Notes for all purposes of the Indenture.  If the Additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax purposes, the Additional Notes will have a different CUSIP number.

 

(6)                                 Ranking.  The Notes shall rank as unsubordinated Securities.

 

(7)                                 Events of Default.  If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

 

(8)                                 Sinking Fund.  The Notes will not be entitled to the benefit of any sinking fund provisions.

 

(9)                                 Optional Redemption.  The Company may redeem the outstanding Notes at whole or in part, at the Company’s option, on April 22, 2019 or at any time thereafter at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

 

(10)                          Offer to Repurchase Upon a Change of Control Triggering Event.  If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes as described above under paragraph 9 (“Optional Redemption”) or has exercised its option to satisfy and discharge the Indenture with respect to the Notes, Holders of the Notes shall have the right to require the Company to repurchase all or any part of their Notes for a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, as further described in the Indenture.

 

A-4











 

(11)                          Defeasance and Covenant Defeasance.  The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and Events of Default, in each case which provisions shall apply to this Note.

 

(12)                          Modification and Waivers.  The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes affected thereby.  The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, on behalf of the Holders of all outstanding Notes, to waive compliance by the Company with certain provisions of the Indenture.  Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the outstanding Notes to waive on behalf of all of the Holders of the Notes certain past defaults under the Indenture and their consequences.

 

(13)                          Registration of Transfer or Exchange.  The Notes presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

 

Prior to due presentment of the Notes for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name the Notes are registered in the register kept by the Registrar as the owner of the Notes for the purpose of receiving payment of principal of and (subject to the record date provisions thereof) interest on and any Additional Amounts with respect to, the Notes and for all other purposes whatsoever, whether or not any payment with respect to the Notes shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.

 

(14)                          Defined Terms.  All terms used in this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.

 

(15)                          Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York.

 

Unless the certificate of authentication hereon has been executed by the Trustee, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

[Remainder of page intentionally left blank.]

 

A-5











 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

Dated: April 19, 2018

 

	
 
    	
DOLLAR   TREE, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Kevin S.   Wampler
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Roger W.   Dean
    
	
 
    	
 
    	
Title:
    	
Vice President   and Treasurer
    
	
 
    	
 
    


 

A-6











 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

 

	
 
    	
U.S. BANK   NATIONAL ASSOCIATION, a national banking association,
    
	
 
    	
as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Wally   Jones
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
Dated:   April 19, 2018
    	
 
    


 

A-7











 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 

(Please print or typewrite name and address, 
 including postal zip code, of assignee)

 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

 

to transfer said Note on the books of the Trustee, with full power or substitution in the premises.

 

	
Dated:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
NOTICE:   The signature to this assignment must correspond with the name as written   upon the face of the within Note in every particular, without alteration or   enlargement or any change whatsoever.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Signature   of Guarantee
    	
 
    	
 
    


 

A-8











 

EXHIBIT B

 

Form of 3.700% Senior Notes due 2023

 

[Include the following legend on each Note that is a Global Note:

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.  TRANSFER OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]

 

DOLLAR TREE, INC.

 

3.700% Senior Notes due 2023

 

	
REGISTERED
    	
PRINCIPAL AMOUNT: $[ ]
    


 

No.

 

CUSIP:  [·]
 ISIN:  [·]

 

DOLLAR TREE, INC., a Virginia corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] ($[ ]) on May 15, 2023 (the “Maturity Date”) (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from April 19, 2018 (the “Original Issue Date”) or from the most recent Interest Payment Date to which interest has been paid or duly provided for at the rate of 3.700% per annum, on the 15th day of May and November of each year (each such date, an “Interest Payment Date”), commencing on November 15, 2018, until the principal hereof is paid or made available for payment.

 

(1)                                 Payment of Interest.  The Company will pay interest on this Note, in arrears, to the Holders of this Note (or one or more predecessor Securities) at the close of business on the regular record date for such interest, which shall be the 1st day of May and November (whether or not a Business Day), as the case may be, next preceding the applicable Interest Payment Date.

 

B-1











 

(2)                                 Place of Payment.  Payment of principal, premium, if any, and interest on this Note will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that each installment of interest, premium, if any, and principal on this Note may at the Company’s option be paid in immediately available funds by wire transfer to an account maintained by the payee with a bank located in the United States.

 

(3)                                 Time of Payment.  If an Interest Payment Date with respect to the Notes falls on a day that is not a Business Day, interest will be payable on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date and no interest shall accrue in respect of the delay.

 

(4)                                 General.  This Note is one of a duly authorized Series of Securities of the Company, designated as “3.700% Senior Notes due 2023” (collectively, the “Notes”), initially in an aggregate principal amount of ONE BILLION DOLLARS ($1,000,000,000), issued under an indenture (the “Base Indenture”), dated as of April 2, 2018, between the Company and U.S. Bank National Association, a national banking association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the Series of which this Note is a part), as supplemented by a First Supplemental Indenture thereto, dated as of April 19, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.  Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered; provided that to the extent of any inconsistency between the terms and provisions in the Indenture and those contained in this Note, the Indenture shall govern.

 

(5)                                 Further Issuance.  The Company may, from time to time, without the consent of the Holders of the Notes, issue additional notes (“Additional Notes”) having the same terms as the Notes in all respects, except for the issue date, the issue price, the initial interest payment date, and the initial date of interest accrual.  Any such Additional Notes shall be consolidated with and form a single Series with the Notes for all purposes of the Indenture.  If the Additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax purposes, the Additional Notes will have a different CUSIP number.

 

(6)                                 Ranking.  The Notes shall rank as unsubordinated Securities.

 

(7)                                 Events of Default.  If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

 

(8)                                 Sinking Fund.  The Notes will not be entitled to the benefit of any sinking fund provisions.

 

(9)                                 Optional Redemption.  (a) The Company may redeem the Notes, in whole or in part, at the Company’s option, at any time and from time to time prior to April 15, 2023, at a

 

B-2




 









 

redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of the principal and interest thereon to April 15, 2023 (not including any portions of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points. In the case of each of clauses (1) and (2), accrued and unpaid interest will be payable to, but excluding, the date of redemption.

 

(b) At any time on or after April 15, 2023, the Company may redeem the Notes, as a whole or in part, at the Company’s option and at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

 

(10)                          Offer to Repurchase Upon a Change of Control Triggering Event.  If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes as described above under paragraph 9 (“Optional Redemption”) or has exercised its option to satisfy and discharge the Indenture with respect to the Notes, Holders of the Notes shall have the right to require the Company to repurchase all or any part of their Notes for a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, as further described in the Indenture.

 

(11)                          Defeasance and Covenant Defeasance.  The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and Events of Default, in each case which provisions shall apply to this Note.

 

(12)                          Modification and Waivers.  The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes affected thereby.  The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, on behalf of the Holders of all outstanding Notes, to waive compliance by the Company with certain provisions of the Indenture.  Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the outstanding Notes to waive on behalf of all of the Holders of the Notes certain past defaults under the Indenture and their consequences.

 

(13)                          Registration of Transfer or Exchange.  The Notes presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

 

Prior to due presentment of the Notes for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name the

 

B-3











 

Notes are registered in the register kept by the Registrar as the owner of the Notes for the purpose of receiving payment of principal of and (subject to the record date provisions thereof) interest on and any Additional Amounts with respect to, the Notes and for all other purposes whatsoever, whether or not any payment with respect to the Notes shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.

 

(14)                          Defined Terms.  All terms used in this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.

 

(15)                          Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York.

 

Unless the certificate of authentication hereon has been executed by the Trustee, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

[Remainder of page intentionally left blank.]

 

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

	
Dated:         ,   2018
    	
 
    
	
 
    	
 
    
	
 
    	
DOLLAR   TREE, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

B-5











 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

 

	
 
    	
U.S. BANK   NATIONAL ASSOCIATION, a national banking association,
    
	
 
    	
as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Dated:         ,   2018
    	
 
    


 

B-6











 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 

(Please print or typewrite name and address, 
 including postal zip code, of assignee)

 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

 

to transfer said Note on the books of the Trustee, with full power or substitution in the premises.

 

	
Dated:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
NOTICE:   The signature to this assignment must correspond with the name as written   upon the face of the within Note in every particular, without alteration or   enlargement or any change whatsoever.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Signature   of Guarantee
    	
 
    	
 
    


 

B-7











 

EXHIBIT C

 

Form of 4.000% Senior Notes due 2025

 

[Include the following legend on each Note that is a Global Note:

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.  TRANSFER OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]

 

DOLLAR TREE, INC.

 

4.000% Senior Notes due 2025

 

	
REGISTERED
    	
PRINCIPAL AMOUNT: $[ ]
    


 

No.

 

CUSIP:  [·]
 ISIN:  [·]

 

DOLLAR TREE, INC., a Virginia corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] ($[ ]) on May 15, 2025 (the “Maturity Date”) (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from April 19, 2018 (the “Original Issue Date”) or from the most recent Interest Payment Date to which interest has been paid or duly provided for at the rate of 4.000% per annum, on the 15th day of May and November of each year (each such date, an “Interest Payment Date”), commencing on November 15, 2018, until the principal hereof is paid or made available for payment.

 

(1)                                 Payment of Interest.  The Company will pay interest on this Note, in arrears, to the Holders of this Note (or one or more predecessor Securities) at the close of business on the regular record date for such interest, which shall be the 1st day of May and November (whether or not a Business Day), as the case may be, next preceding the applicable Interest Payment Date.

 

C-1











 

(2)                                 Place of Payment.  Payment of principal, premium, if any, and interest on this Note will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that each installment of interest, premium, if any, and principal on this Note may at the Company’s option be paid in immediately available funds by wire transfer to an account maintained by the payee with a bank located in the United States.

 

(3)                                 Time of Payment.  If an Interest Payment Date with respect to the Notes falls on a day that is not a Business Day, interest will be payable on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date and no interest shall accrue in respect of the delay.

 

(4)                                 General.  This Note is one of a duly authorized Series of Securities of the Company, designated as “4.000% Senior Notes due 2025” (collectively, the “Notes”), initially in an aggregate principal amount of ONE BILLION DOLLARS ($1,000,000,000), issued under an indenture (the “Base Indenture”), dated as of April 2, 2018, between the Company and U.S. Bank National Association, a national banking association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the Series of which this Note is a part), as supplemented by a First Supplemental Indenture thereto, dated as of April 19, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.  Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered; provided that to the extent of any inconsistency between the terms and provisions in the Indenture and those contained in this Note, the Indenture shall govern.

 

(5)                                 Further Issuance.  The Company may, from time to time, without the consent of the Holders of the Notes, issue additional notes (“Additional Notes”) having the same terms as the Notes in all respects, except for the issue date, the issue price, the initial interest payment date, and the initial date of interest accrual.  Any such Additional Notes shall be consolidated with and form a single Series with the Notes for all purposes of the Indenture.  If the Additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax purposes, the Additional Notes will have a different CUSIP number.

 

(6)                                 Ranking.  The Notes shall rank as unsubordinated Securities.

 

(7)                                 Events of Default.  If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

 

(8)                                 Sinking Fund.  The Notes will not be entitled to the benefit of any sinking fund provisions.

 

(9)                                 Optional Redemption.  (a) The Company may redeem the Notes, in whole or in part, at the Company’s option, at any time and from time to time prior to March 15, 2025, at a

 

C-2











 

redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of the principal and interest thereon to March 15, 2025 (not including any portions of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points. In the case of each of clauses (1) and (2), accrued and unpaid interest will be payable to, but excluding, the date of redemption.

 

(b) At any time on or after March 15, 2025, the Company may redeem the Notes, as a whole or in part, at the Company’s option and at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

 

(10)                          Offer to Repurchase Upon a Change of Control Triggering Event.  If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes as described above under paragraph 9 (“Optional Redemption”) or has exercised its option to satisfy and discharge the Indenture with respect to the Notes, Holders of the Notes shall have the right to require the Company to repurchase all or any part of their Notes for a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, as further described in the Indenture.

 

(11)                          Defeasance and Covenant Defeasance.  The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and Events of Default, in each case which provisions shall apply to this Note.

 

(12)                          Modification and Waivers.  The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes affected thereby.  The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, on behalf of the Holders of all outstanding Notes, to waive compliance by the Company with certain provisions of the Indenture.  Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the outstanding Notes to waive on behalf of all of the Holders of the Notes certain past defaults under the Indenture and their consequences.

 

(13)                          Registration of Transfer or Exchange.  The Notes presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

 

Prior to due presentment of the Notes for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name

 

C-3











 

the Notes are registered in the register kept by the Registrar as the owner of the Notes for the purpose of receiving payment of principal of and (subject to the record date provisions thereof) interest on and any Additional Amounts with respect to, the Notes and for all other purposes whatsoever, whether or not any payment with respect to the Notes shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.

 

(14)                          Defined Terms.  All terms used in this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.

 

(15)                          Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York.

 

Unless the certificate of authentication hereon has been executed by the Trustee, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

[Remainder of page intentionally left blank.]

 

C-4












 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

	
Dated:          ,   2018
    	
 
    
	
 
    	
 
    
	
 
    	
DOLLAR   TREE, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

C-5











 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

 

	
 
    	
U.S. BANK   NATIONAL ASSOCIATION, a national banking association,
    
	
 
    	
as Trustee
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
Dated:        ,   2018
    	
 
    


 

C-6











 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 

(Please print or typewrite name and address, 

including postal zip code, of assignee)

 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

 

to transfer said Note on the books of the Trustee, with full power or substitution in the premises.

 

	
Dated:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
NOTICE:   The signature to this assignment must correspond with the name as written   upon the face of the within Note in every particular, without alteration or   enlargement or any change whatsoever.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Signature   of Guarantee
    	
 
    	
 
    


 

C-7











 

EXHIBIT D

 

Form of 4.200% Senior Notes due 2028

 

[Include the following legend on each Note that is a Global Note:

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.  TRANSFER OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]

 

DOLLAR TREE, INC.

 

4.200% Senior Notes due 2028

 

	
REGISTERED
    	
PRINCIPAL AMOUNT: $[ ]
    


 

No.

 

CUSIP:  [·]
 ISIN:  [·]

 

DOLLAR TREE, INC., a Virginia corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] ($[ ]) on May 15, 2028 (the “Maturity Date”) (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from April 19, 2018 (the “Original Issue Date”) or from the most recent Interest Payment Date to which interest has been paid or duly provided for at the rate of 4.200% per annum, on the 15th day of May and November of each year (each such date, an “Interest Payment Date”), commencing on November 15, 2018, until the principal hereof is paid or made available for payment.

 

(1)                                 Payment of Interest.  The Company will pay interest on this Note, in arrears, to the Holders of this Note (or one or more predecessor Securities) at the close of business on the regular record date for such interest, which shall be the 1st day of May and November (whether or not a Business Day), as the case may be, next preceding the applicable Interest Payment Date.

 

D-1











 

(2)                                 Place of Payment.  Payment of principal, premium, if any, and interest on this Note will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that each installment of interest, premium, if any, and principal on this Note may at the Company’s option be paid in immediately available funds by wire transfer to an account maintained by the payee with a bank located in the United States.

 

(3)                                 Time of Payment.  If an Interest Payment Date with respect to the Notes falls on a day that is not a Business Day, interest will be payable on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date and no interest shall accrue in respect of the delay.

 

(4)                                 General.  This Note is one of a duly authorized Series of Securities of the Company, designated as “4.200% Senior Notes due 2028” (collectively, the “Notes”), initially in an aggregate principal amount of ONE BILLION TWO HUNDRED FIFTY MILLION DOLLARS ($1,250,000,000), issued under an indenture (the “Base Indenture”), dated as of April 2, 2018, between the Company and U.S. Bank National Association, a national banking association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to the Series of which this Note is a part), as supplemented by a First Supplemental Indenture thereto, dated as of April 19, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.  Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered; provided that to the extent of any inconsistency between the terms and provisions in the Indenture and those contained in this Note, the Indenture shall govern.

 

(5)                                 Further Issuance.  The Company may, from time to time, without the consent of the Holders of the Notes, issue additional notes (“Additional Notes”) having the same terms as the Notes in all respects, except for the issue date, the issue price, the initial interest payment date, and the initial date of interest accrual.  Any such Additional Notes shall be consolidated with and form a single Series with the Notes for all purposes of the Indenture.  If the Additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax purposes, the Additional Notes will have a different CUSIP number.

 

(6)                                 Ranking.  The Notes shall rank as unsubordinated Securities.

 

(7)                                 Events of Default.  If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

 

(8)                                 Sinking Fund.  The Notes will not be entitled to the benefit of any sinking fund provisions.

 

(9)                                 Optional Redemption. (a) The Company may redeem the Notes, in whole or in part, at the Company’s option, at any time and from time to time prior to February 15, 2028 at a

 

D-2











 

redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of the principal and interest thereon to February 15, 2028 (not including any portions of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25 basis points. In the case of each of clauses (1) and (2), accrued and unpaid interest will be payable to, but excluding, the date of redemption.

 

(b) At any time on or after February 15, 2028, the Company may redeem the Notes, as a whole or in part, at the Company’s option and at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

 

(10)                          Offer to Repurchase Upon a Change of Control Triggering Event.  If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes as described above under paragraph 9 (“Optional Redemption”) or has exercised its option to satisfy and discharge the Indenture with respect to the Notes, Holders of the Notes shall have the right to require the Company to repurchase all or any part of their Notes for a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase, as further described in the Indenture.

 

(11)                          Defeasance and Covenant Defeasance.  The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and Events of Default, in each case which provisions shall apply to this Note.

 

(12)                          Modification and Waivers.  The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes affected thereby.  The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, on behalf of the Holders of all outstanding Notes, to waive compliance by the Company with certain provisions of the Indenture.  Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the outstanding Notes to waive on behalf of all of the Holders of the Notes certain past defaults under the Indenture and their consequences.

 

(13)                          Registration of Transfer or Exchange.  The Notes presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

 

Prior to due presentment of the Notes for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name

 

D-3











 

the Notes are registered in the register kept by the Registrar as the owner of the Notes for the purpose of receiving payment of principal of and (subject to the record date provisions thereof) interest on and any Additional Amounts with respect to, the Notes and for all other purposes whatsoever, whether or not any payment with respect to the Notes shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.

 

(14)                          Defined Terms.  All terms used in this Note, which are defined in the Indenture and are not otherwise defined herein, shall have the meanings assigned to them in the Indenture.

 

(15)                          Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York.

 

Unless the certificate of authentication hereon has been executed by the Trustee, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

[Remainder of page intentionally left blank.]

 

D-4











 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

	
Dated:        ,   2018
    	
 
    
	
 
    	
 
    
	
 
    	
DOLLAR TREE, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 

D-5











 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of the Series designated therein referred to in the within-mentioned Indenture.

 

	
 
    	
U.S. BANK   NATIONAL ASSOCIATION, a national banking association,
    
	
 
    	
as Trustee
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
Dated:        ,   2018
    	
 
    


 

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ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

 

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 

(Please print or typewrite name and address, 

including postal zip code, of assignee)

 

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

 

to transfer said Note on the books of the Trustee, with full power or substitution in the premises.

 

	
Dated:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
NOTICE:   The signature to this assignment must correspond with the name as written   upon the face of the within Note in every particular, without alteration or   enlargement or any change whatsoever.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Signature   of Guarantee
    	
 
    	
 
    
				


 

D-7