FD Spinco II, Inc. Sample Contracts

OPERATING AGREEMENT OF FAMILY DOLLAR STORES OF GEORGIA, LLC
Operating Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • Virginia

This OPERATING AGREEMENT (this “Agreement”) of Family Dollar Stores of Georgia, LLC, a Virginia limited liability company (the “Company”), is made effective as of January 27th, 2016, by Family Dollar Stores, Inc., a Delaware corporation, its sole member (the “Member”).

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OPERATING AGREEMENT OF DT RETAIL PROPERTIES, LLC May 26, 2010
Operating Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • Virginia

THIS OPERATING AGREEMENT is made and entered into as of May 26, 2010 by DT Realty, LLC, a Virginia limited liability company and the sole member of DT Retail Properties, LLC, a Virginia limited liability company, to set forth the terms and conditions on which the management, business and affairs of the Company shall be conducted.

AMENDED AND RESTATED OPERATING AGREEMENT OF FD BEACH BLVD, LLC
Operating Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • Virginia

THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”), effective as of April 19, 2016, is entered into by and between FD BEACH BLVD, LLC, a Virginia limited liability company (the “Company”), and FAMILY DOLLAR STORES OF FLORIDA, LLC, a Virginia limited liability company and the sole member of the Company (the “Member”), on the following terms and conditions:

LIMITED PARTNERSHIP AGREEMENT OF FAMILY DOLLAR STORES OF KENTUCKY, LP
Limited Partnership Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • North Carolina

This Limited Partnership Agreement (the “Agreement”) of Family Dollar Stores of Kentucky, LP (the “Partnership”) effective as of February 22, 2016 (the “Effective Date”), is entered into by and between Family Dollar Holdings, Inc., a North Carolina limited liability company, (the “General Partner”) and Family Dollar, Inc., a North Carolina corporation (the “Limited Partner” and, together with the General Partner, the “Partners”) pursuant to and in accordance with the North Carolina Revised Uniform Limited Partnership Act (NCGS § 59-101 et. seq.), as amended from time to time (the “Act”).

OPERATING AGREEMENT OF FAMILY DOLLAR GC, LLC
Operating Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • North Carolina

THIS OPERATING AGREEMENT (the “Agreement”), effective as of June 3, 2009, is entered into by and between FAMILY DOLLAR GC, LLC, a North Carolina limited liability company (the “Company”), and FAMILY DOLLAR, INC., a North Carolina corporation and the sole member of the Company (the “Member”), on the following terms and conditions:

OPERATING AGREEMENT OF FD RETAIL PROPERTIES, LLC
Operating Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • Virginia

This OPERATING AGREEMENT (this “Agreement”) of FD RETAIL PROPERTIES, LLC, a Virginia limited liability company (the “Company”), is made effective as of January 20, 2016, by Family Dollar Stores, Inc., a Delaware corporation, its sole member (the “Member”).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 25, 2016 among Matthews Real Estate Holdings LLC, Monroe Road Holdings LP, FD Spinco, Inc. FD Spinco II, Inc. and FD Retail Properties, LLC (each, a “New Guarantor”, and collectively, the “New Guarantors”), Dollar Tree, Inc. (together with any successors thereto, the “Issuer”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

AMENDED AND RESTATED OPERATING AGREEMENT OF FAMILY DOLLAR DISTRIBUTION, LLC
Operating Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • Virginia

THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Company Agreement”), effective as of April 19, 2016, is entered into by and between FAMILY DOLLAR DISTRIBUTION, LLC, a Virginia limited liability company (the “Company”), and the Members a party hereto on the following terms and conditions:

OPERATING AGREEMENT OF DOLLAR TREE OLLIE’S, LLC
Operating Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • Virginia

This Operating Agreement of DOLLAR TREE OLLIE’S, LLC, a Virginia limited liability company (the “Company”) is entered into effective as of July 21, 2003, by and between the Company and DOLLAR TREE STORES, INC., a Virginia corporation, the sole member of the Company, who agree as follows:

OPERATING AGREEMENT OF MATTHEWS REAL ESTATE HOLDINGS LLC
Operating Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • North Carolina

This OPERATING AGREEMENT (this “Agreement”) of Matthews Real Estate Holdings LLC, a North Carolina limited liability company (the “Company”), is made effective as of January 13, 2016, by Family Dollar Stores, Inc., a Delaware corporation, its sole member (the “Member”).

LIMITED PARTNERSHIP AGREEMENT OF FAMILY DOLLAR MERCHANDISING, L.P., a Delaware limited partnership
Limited Partnership Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • Delaware

THIS AGREEMENT is entered into by and between the General Partner, the Limited Partner and the Partnership. Unless otherwise indicated, capitalized words and phrases in this Agreement shall have the meanings set forth in the attached Glossary of Terms.

LIMITED PARTNERSHIP AGREEMENT OF MONROE ROAD HOLDINGS LP
Limited Partnership Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • North Carolina

This Limited Partnership Agreement (the “Agreement”) of Monroe Road Holdings LP (the “Partnership”) dated as of January 14, 2016 (the “Effective Date”), is entered into by and between Matthews Real Estate Holdings LLC, a North Carolina limited liability company, (the “General Partner”) and Family Dollar Stores, Inc., a Delaware corporation (the “Limited Partner” and, together with the General Partner, the “Partners”) pursuant to and in accordance with the North Carolina Revised Uniform Limited Partnership Act (NCGS § 59-101 et. seq.), as amended from time to time (the “Act”).

AMENDED AND RESTATED OPERATING AGREEMENT OF FAMILY DOLLAR STORES OF TEXAS, LLC
Operating Agreement • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • Virginia

THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Company Agreement”), effective as of April 19, 2016, is entered into by and between FAMILY DOLLAR STORES OF TEXAS, LLC, a Virginia limited liability company (the “Company”), and the Members a party hereto on the following terms and conditions:

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • May 5th, 2016 • FD Spinco II, Inc. • Retail-variety stores • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 25, 2016 among Matthews Real Estate Holdings LLC, Monroe Road Holdings LP, FD Spinco, Inc., FD Spinco II, Inc. and FD Retail Properties, LLC (each, a “New Guarantor”, and collectively, the “New Guarantors”), Dollar Tree, Inc. (together with any successors thereto, the “Issuer”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

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