S-4

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Table of Contents

As filed with the Securities and Exchange Commission on May 5, 2016

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Dollar Tree, Inc.
(Exact name of registrant as specified in its charter)

Virginia
(State or other jurisdiction of
incorporation or organization) 5331
(Primary Standard Industrial
Classification Code Number) 26-2018846
(IRS Employer
Identification Number)

SEE TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS LISTED ON FOLLOWING PAGE

500 Volvo Parkway
Chesapeake, Virginia 23320
Telephone: (757) 321-5000
(Address, including zip code, and telephone number, including area code, of each of the registrants' principal executive offices)

William A. Old, Jr.
Chief Legal Officer
500 Volvo Parkway
Chesapeake, Virginia 23320
(757) 321-5419
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Daniel A. Neff, Esq.
Trevor S. Norwitz, Esq.
Brandon C. Price, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000

Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this Registration Statement.

           If any of the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(1)
5.250% Notes due 2020	$750,000,000	100%	$750,000,000	$75,525
Guarantees of the 5.250% Notes due 2020(2)	—	—	—	(3)
5.750% Notes due 2023	$2,500,000,000	100%	$2,500,000,000	$251,750
Guarantees of the 5.750% Notes due 2023(2)	—	—	—	(3)
Total	$3,250,000,000	100%	$3,250,000,000	$327,275

(1)

Calculated pursuant to Rule 457(f) under the Securities Act.

(2)

The entities listed on the Table of Subsidiary Guarantor Registrants on the following page have guaranteed the notes being registered hereby.

(3)

No separate consideration will be received for the guarantees, and pursuant to Rule 457(n) under the Securities Act, no additional registration fee is due for guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS

Exact Name of Registrant as Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification No.
Dollar Tree Air, Inc.	VA		481000	54-1996968
Dollar Tree Distribution, Inc.	VA		493100	54-1737649
Dollar Tree Management, Inc.	VA		541990	54-1737652
Dollar Tree Properties, Inc.	VA		531390	54-1830832
Dollar Tree Sourcing Company, LLC	VA		424990	27-2778753
Dollar Tree Stores, Inc.	VA		452900	54-1387365
Dollar Tree Ollie's, LLC	VA		452900	None
DT Realty, LLC	VA		531120	27-2779366
DT Retail Properties, LLC	VA		531120	27-2779595
DTD Tennessee, Inc.	DE		531120	54-2029102
Greenbrier International, Inc.	DE		424990	20-0561309
Family Dollar, Inc.	NC		541600	56-2056614
Family Dollar Holdings, Inc.	NC		551112	56-2056613
Family Dollar Operations, Inc.	NC		541611	56-1747881
Family Dollar Services, Inc.	NC		493100	56-1744955
Family Dollar Stores, Inc.	DE		452900	56-0942963
Family Dollar Stores of Alabama, LLC	VA		452900	56-1234186
Family Dollar Stores of Arizona, Inc.	VA		452900	56-1355530
Family Dollar Stores of Arkansas, LLC	VA		452900	56-1343356
Family Dollar Stores of Colorado, Inc.	VA		452900	56-1587711
Family Dollar Stores of Connecticut, Inc.	VA		452900	56-1587368
Family Dollar Stores of D.C., Inc.	VA		452900	56-1441925
Family Dollar Stores of Delaware, LLC	VA		452900	56-1416308
Family Dollar Stores of Florida, LLC	VA		452900	62-1147034
Family Dollar Stores of Georgia, LLC	VA		452900	56-1120343
Family Dollar Stores of Iowa, Inc.	VA		452900	56-1587713
Family Dollar Stores of Louisiana, Inc.	VA		452900	56-1373359
Family Dollar Stores of Maryland, Inc.	VA		452900	56-1346665
Family Dollar Stores of Massachusetts, Inc.	VA		452900	56-0992166
Family Dollar Stores of Michigan, Inc.	VA		452900	56-0991920
Family Dollar Stores of Mississippi, Inc.	VA		452900	56-1377743
Family Dollar Stores of Missouri, LLC	VA		452900	56-0991923
Family Dollar Stores of Nevada, Inc.	VA		452900	56-1355536
Family Dollar Stores of New Jersey, LLC	VA		452900	56-1400170
Family Dollar Stores of New Mexico, Inc.	VA		452900	56-1633088
Family Dollar Stores of New York, Inc.	VA		452900	56-0992165
Family Dollar Stores of North Carolina, Inc.	VA		452900	56-0903183
Family Dollar Stores of North Dakota, Inc.	VA		452900	56-1435307
Family Dollar Stores of Ohio, Inc.	VA		452900	56-0991921
Family Dollar Stores of Oklahoma, LLC	VA		452900	56-0992157
Family Dollar Stores of Pennsylvania, LLC	VA		452900	56-0992563
Family Dollar Stores of Rhode Island, Inc.	VA		452900	56-1763455
Family Dollar Stores of South Carolina, LLC	VA		452900	57-0521348
Family Dollar Stores of South Dakota, Inc.	VA		452900	56-1587710
Family Dollar Stores of Tennessee, Inc.	VA		452900	56-1375593
Family Dollar Stores of West Virginia, Inc.	VA		452900	56-0992562
Family Dollar Stores of Wisconsin, Inc.	VA		452900	56-1356720
Family Dollar Stores of Wyoming, Inc.	VA		452900	56-1355538
Family Dollar Stores of Vermont, Inc.	VA		452900	56-1633089

Exact Name of Registrant as Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification No.
Family Dollar Stores of Virginia, Inc.	NC		452900	54-1080403
Family Dollar Trucking, Inc.	NC		484200	56-1747883
Family Dollar Distribution, LLC	VA		493100	75-3057973
Family Dollar GC, LLC	NC		452900	56-2056614
Family Dollar Merchandising, L.P.	DE		452900	22-3848504
Family Dollar Stores of Indiana, LP	NC		452900	56-2061886
Family Dollar Stores of Kentucky, LP	NC		452900	56-2057706
Family Dollar Stores of Texas, LLC	VA		452900	56-2061876
Family Dollar Utah DC, LLC	VA		493100	56-2061876
FD Beach Blvd., LLC	VA		531390	None
Midwood Brands LLC	NC		452900	56-2056614
Family Dollar IP Co.	NC		551112	47-4382368
FD Spinco II, Inc.	DE		551112	None
FD Retail Properties, LLC	VA		531120	81-1464876
Matthews Real Estate Holdings LLC	NC		531120	81-1081385
Monroe Road Holdings LP	NC		531120	81-1113355

*

The subsidiary guarantor registrants have the following principal executive office:

c/o Dollar Tree, Inc.
500 Volvo Parkway
Chesapeake, Virginia 23320
(757) 321-5000

The information in this prospectus is not complete and may be changed. We may not sell these securities or accept any offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 5, 2016

PROSPECTUS

$3,250,000,000

EXCHANGE OFFER FOR
$ 750,000,000 5.250% NOTES DUE 2020
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
5.250% NOTES DUE 2020

$2,500,000,000 5.750% NOTES DUE 2023
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
5.750% NOTES DUE 2023

         Dollar Tree, Inc. is offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange an aggregate principal amount of up to (i) $750,000,000 of our 5.250% Notes due 2020 (the "2020 exchange notes") for an equal principal amount of our outstanding 5.250% Notes due 2020 (the "2020 old notes") and (ii) $2,500,000,000 of our 5.750% Notes due 2023 (the "2023 exchange notes" and together with the 2020 exchange notes, the "exchange notes") for an equal principal amount of our outstanding 5.750% Notes due 2023 (the "2023 old notes" and together with the 2020 old notes, the "old notes"). The exchange notes will represent the same debt as the old notes and we will issue the 2020 exchange notes under the same indenture as the 2020 old notes and the 2023 exchange notes under the same indenture as the 2023 old notes.

The exchange offer expires at 5:00 p.m., New York City time, on                    , 2016, unless extended.

Terms of the Exchange Offer

•

We will issue exchange notes for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

•

You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

•

The terms of the exchange notes are identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the old notes for which they may be exchanged, except that the exchange notes generally will not be subject to transfer restrictions or be entitled to registration rights and the exchange notes will not have the right to earn additional interest under certain circumstances relating to our registration obligations.

•

Certain of our subsidiaries, which are the same subsidiaries that guarantee our old notes, will guarantee our obligations under the exchange notes, including the payment of principal of, premium, if any, and interest on the notes. These guarantees of the exchange notes will be unsecured, unsubordinated obligations of the guarantors. Certain additional subsidiaries may be required to guarantee the exchange notes, and the guarantees of the guarantors will terminate, in each case in the circumstances described under "Description of 2020 exchange notes" and "Description of 2023 exchange notes."

•

The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See the discussion under the caption "Certain U.S. Federal Income Tax Considerations."

•

There is no existing market for the exchange notes to be issued, and we do not intend to apply for listing or quotation on any securities exchange or market.

•

We will not receive any cash proceeds from the exchange offer.

See "Risk Factors" beginning on page 9 for a discussion of the factors you should consider in connection with the exchange offer.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The accompanying letter of transmittal relating to the exchange offer states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will use commercially reasonable efforts to amend or supplement this prospectus in order to expedite or facilitate the disposition of any exchange notes by such broker-dealers. See "Plan of Distribution."

The date of this prospectus is                    , 2016.

Table of Contents

	Page
Information Incorporated by Reference		ii
Where You Can Find More Information		iii
Forward-Looking Information		iii
Market and Industry Data		iv
Summary		1
Risk Factors		9
Selected Historical Consolidated Financial Data of Dollar Tree		18
Ratio of Earnings To Fixed Charges		20
Use of Proceeds		21
Description of 2023 exchange notes		22
Description of 2020 exchange notes		89
Exchange Offer		159
Certain U.S. Federal Income Tax Considerations		169
Plan of Distribution		171
Legal Matters		172
Experts		172

i

        In this prospectus, unless we indicate otherwise or the context requires, "we," "us," "our," "Dollar Tree," and the "Company," refer to Dollar Tree, Inc. and its direct and indirect subsidiaries on a consolidated basis, including the guarantors (as hereinafter defined); the term "guarantors" refers to those subsidiaries of Dollar Tree that guarantee the exchange notes and the old notes; and "notes" refers to the old notes and the exchange notes collectively.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date printed on the front of this prospectus.

Information Incorporated by Reference

        The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" in this prospectus the information in other documents that we file with it, which means that we can disclose important information to you by referring you to those publicly filed documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus or a prospectus supplement. Accordingly, we incorporate by reference in this prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of the initial registration statement and prior to effectiveness of the registration statement and after the date of this prospectus and prior to the termination of the offering under this prospectus (excluding in each case information deemed to be furnished and not filed with the SEC):

•

Annual Report on Form 10-K for the year ended January 30, 2016, filed on March 28, 2016;

•

Definitive Proxy Statement on Schedule 14A, filed on May 11, 2015; and

•

Current Reports on Form 8-K, filed on July 8, 2015, April 22, 2016 and May 5, 2016.

        We will provide without charge to each person to whom a copy of this prospectus has been delivered, upon written or oral request, a copy of any or all of the documents we incorporate by reference in this prospectus, other than any exhibit to any of those documents, unless we have specifically incorporated that exhibit by reference into the information this prospectus incorporates. You may request copies by writing or telephoning us at the following address:

Dollar Tree, Inc.
500 Volvo Parkway
Chesapeake, VA 23320
(757) 321-5000

To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than                        , 2016, which is five business days before the expiration date of the exchange offer. In the event that we extend the exchange offer, you must submit your request at least five business days before the expiration date of the exchange offer, as extended. We may extend the exchange offer in our sole discretion. See "Exchange Offer" for more detailed information.

Except as expressly provided above, no other information is incorporated by reference into this prospectus.

ii

Where You Can Find More Information

        We have filed with the SEC a registration statement on Form S-4 under the Securities Act that registers the exchange notes that will be offered in exchange for the old notes. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us, our guarantors and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and, where such contract or other document is an exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit, to which reference is hereby made.

        We are subject to the informational requirements of the Exchange Act and file reports and other information with the SEC. The public may read and copy any reports or other information that we file with the SEC at the SEC's public reference room, 100 F Street NE, Washington, D.C. 20549-2521. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov. In addition, the Company makes available, free of charge through the investor relations page of its website at www.dollartree.com, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (including related amendments) as soon as reasonably practicable after they have been electronically filed with (or furnished to) the SEC.

        Neither the information on the Company's website, nor the information on the website of any Dollar Tree business, is incorporated by reference in this prospectus, or in any other filings with, or in any other information furnished or submitted to, the SEC.

Forward-Looking Information

        This prospectus, including information incorporated by reference into this prospectus, contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements may include statements concerning our current expectations, estimates, assumptions, and beliefs concerning future events, conditions, plans and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as "expect," "anticipate," "believe," "intend," "plan," "view," "target," "estimate" and similar phrases. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995.

        Readers are cautioned not to place undue reliance on any forward-looking statements, as such statements are by nature subject to risks, uncertainties, and other factors, many of which are outside of our control and could cause actual results to differ materially from such statements and from our historical results and experience. These risks and uncertainties include, but are not limited to, those set forth under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended January 30, 2016, as well as statements regarding the following:

•

Family Dollar Stores, Inc. ("Family Dollar") integration plans and expenses;

•

the benefits, results and effects of the Family Dollar acquisition and integration and the combined company's plans, objectives, expectations (financial or otherwise), including synergies, the cost to achieve synergies and the effect on earnings per share;

•

the financial and operating performance of the divested stores;

•

the ability to retain key personnel at Family Dollar and Dollar Tree;

•

our anticipated sales, including comparable store net sales, net sales growth and earnings growth;

iii

•

the outcome and costs of pending or potential litigation or governmental investigations;

•

our growth plans, including our plans to add, rebanner, expand or relocate stores, our anticipated square footage increase and our ability to renew leases at existing store locations;

•

the average size of our stores to be added in 2016 and beyond;

•

the effect on merchandise mix of consumables and the increase in the number of our stores with freezers and coolers on Dollar Tree's gross profit margin and sales;

•

the net sales per square foot, net sales and operating income of our stores;

•

the potential effect of inflation and other economic changes on our costs and profitability, including the potential effect of future changes in minimum wage rates, shipping rates, domestic and import freight costs, fuel costs and wage and benefit costs;

•

our gross profit margin, earnings, inventory levels and ability to leverage selling, general and administrative and other fixed costs;

•

our seasonal sales patterns including those relating to the length of the holiday selling seasons;

•

the capabilities of our inventory supply chain technology and other systems;

•

the reliability of, and cost associated with, our sources of supply, particularly imported goods such as those sourced from China;

•

the capacity, performance and cost of our distribution centers;

•

our cash needs, including our ability to fund our future capital expenditures and working capital requirements;

•

our expectations regarding competition and growth in our retail sector;

•

management's estimates associated with our critical accounting policies, including inventory valuation, accrued expenses, the Family Dollar purchase price allocation and income taxes;

•

the potential effect of future law changes, including qualification for exempt status under the Fair Labor Standards Act;

•

costs expected to be incurred in 2016 for rebannering Deals stores; and

•

risks related to other factors described under "Risk Factors" in other reports and statements we have filed with the Securities and Exchange Commission.

        Readers are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this prospectus. We do not undertake any obligation to update or revise these forward-looking statements to reflect new events or circumstances.

Market and Industry Data

        We obtained the market and certain other data used in this prospectus and the information incorporated by reference herein from our own research, surveys or studies conducted by third parties and industry or general publications, and other publicly available sources. Industry and general publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data. Similarly, we believe our internal research is reliable, but it has not been verified by any independent sources. As a result, you should be aware that the industry and market data included in this prospectus and the information incorporated by reference herein, and estimates and beliefs based on that data, may not be reliable. We cannot guarantee the accuracy or completeness of any such information.

iv

Summary

This summary highlights information that is contained elsewhere in this prospectus. It does not contain all the information that you may consider important in making your investment decision. Therefore, you should read the entire prospectus carefully, including the information in the section entitled "Risk Factors" and our financial statements and the related notes thereto and other financial data included elsewhere in this prospectus or incorporated by reference into this prospectus.

Our Company

        Headquartered in Chesapeake, Virginia, we are a leading operator of discount variety stores. As of January 30, 2016, we operated 13,851 discount variety retail stores. Our stores operate under the names of Dollar Tree, Family Dollar and Dollar Tree Canada, and we operate in two reporting business segments: Dollar Tree and Family Dollar.

        Our Dollar Tree segment is the leading operator of discount variety stores offering merchandise at the fixed price point of $1.00. The Dollar Tree segment includes 5,954 stores operating under the Dollar Tree and Dollar Tree Canada brands, ten distribution centers in the United States and two in Canada and a Store Support Center in Chesapeake, Virginia. Our stores range from predominantly 8,000 - 10,000 selling square feet. In the Dollar Tree stores in the United States, we sell all items for $1.00 or less and in the Dollar Tree Canada stores, we sell all items for $1.25(CAD) or less. Our merchandise mix in our Dollar Tree stores consists of: (1) consumable merchandise, which includes candy and food, health and beauty care, and everyday consumables such as household paper and chemicals, and in select stores, frozen and refrigerated food; (2) variety merchandise, which includes toys, durable housewares, gifts, stationery, party goods, greeting cards, softlines, and other items; and (3) seasonal goods, which include, among others, Valentine's Day, Easter, Halloween and Christmas merchandise.

        Our Family Dollar segment operates general merchandise discount retail stores providing consumers with a selection of competitively-priced merchandise in convenient neighborhood stores. The Family Dollar segment consists of our operations under the Family Dollar brand, eleven distribution centers and a Store Support Center in Matthews, North Carolina. Our stores range from predominantly 6,000 - 8,000 selling square feet. In our 7,897 Family Dollar stores, we sell merchandise at prices that generally range from $1.00 to $10.00. Our Family Dollar stores provide customers with a quality, high-value assortment of basic necessities and seasonal merchandise. We offer competitively-priced national brands from leading manufacturers alongside name brand equivalent-value priced private labels. Our merchandise mix in our Family Dollar stores consists of: (1) consumable merchandise, which includes food, tobacco, health and beauty aids, household chemicals, paper products, hardware and automotive supplies, diapers, batteries, and pet food and supplies; (2) home products, which includes housewares, home décor, giftware, and domestics, including blankets, sheets and towels; (3) apparel and accessories merchandise, which includes clothing, fashion accessories and shoes; and (4) seasonal and electronics merchandise, which includes Valentine's Day, Easter, Halloween and Christmas merchandise, personal electronics, including pre-paid cellular phones and services, stationery and school supplies and toys.

        On July 6, 2015, we completed the acquisition of Family Dollar Stores, Inc. In the transaction, the Family Dollar shareholders received $59.60 in cash and 0.2484 shares of our common stock for each share of Family Dollar common stock they owned, plus cash in lieu of fractional shares. The cash and stock transaction was valued at approximately $9.0 billion in the aggregate, including 28.5 million in shares of Dollar Tree common stock, which had a value of approximately $2.3 billion based on the closing price of Dollar Tree common stock on the Nasdaq Global Select Market on July 2, 2015. We funded the non-equity portion of the acquisition through the combination of cash on hand, a $4.95 billion term loan and $3.5 billion in long-term notes.

Company Information

        Our principal executive offices are located at 500 Volvo Parkway, Chesapeake, Virginia 23320, our telephone number is (757) 321-5000, and our website is www.dollartree.com. Information on our website is not a part of, and we are not incorporating the contents of our website into, this prospectus.

1

Summary Terms of the Exchange Offer

Set forth below is a brief summary of some of the principal terms of the exchange offer. In this summary, "we," "us," "our," "Dollar Tree," and the "Company" refer only to Dollar Tree, Inc. and any successor obligor, and not to any of its subsidiaries. You should also read the information in the section entitled "Exchange Offer" later in this prospectus for a more detailed description and understanding of the terms of the notes.

The Exchange Offer	We are offering to exchange up to (i) $750,000,000 in aggregate principal amount of our 2020 exchange notes for an equal principal amount of our 2020 old notes and (ii) $2,500,000,000 in aggregate principal amount of our 2023 exchange notes for an equal amount of our 2023 old notes.
Expiration of The Exchange Offer; Withdrawal of Tender	The exchange offer will expire at 5:00 p.m., New York City time, on                , 2016, or a later date and time to which we may extend it (the "expiration date"). We do not currently intend to extend the expiration of the exchange offer. You may withdraw your tender of old notes in the exchange offer at any time before the expiration date. Any old notes not accepted for exchange for any reason will be returned without expense to you promptly after the expiration or termination of the exchange offer.
Conditions to the Exchange Offer	The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange. The exchange offer is subject to customary conditions, which we may waive. See "Exchange Offer—Conditions" for more information regarding the conditions to the exchange offer.
Procedures for Tendering Notes	If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with the old notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal, which letter of transmittal must be received by the exchange agent before 5:00 p.m., New York City time, on the expiration date.
	Alternatively, to tender old notes held in book-entry form through the Depository Trust Company, or "DTC," you must transfer your old notes into the exchange agent's account in accordance with DTC's Automated Tender Offer Program, or "ATOP" system. In lieu of delivering a letter of transmittal to the exchange agent, a computer-generated message, in which the holder of the old notes acknowledges and agrees to be bound by the terms of the letter of transmittal, must be transmitted by DTC on behalf of a holder and received by the exchange agent before 5:00 p.m., New York City time, on the expiration date.
	By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

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	• any exchange notes to be received by you will be acquired in the ordinary course of your business;
	• you are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in, the distribution (within the meaning of the Securities Act) of the exchange notes;
	• you are not our "affiliate" (as defined in Rule 405 under the Securities Act); and
	• if you are a broker-dealer that will receive exchange notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, you will deliver or make available a prospectus in connection with any resale of the exchange notes.
Special Procedures for Beneficial Owners	If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you want to tender those old notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those old notes on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering your old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. See "Exchange Offer—Procedures for Tendering."
Guaranteed Delivery Procedures	If you wish to tender your old notes, and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedure for book-entry transfer cannot be completed on time, you may tender your old notes under the procedures described under "Exchange Offer—Guaranteed Delivery Procedures."
Consequences of Failure to Exchange	Any old notes that are not tendered in the exchange offer, or that are not accepted in the exchange offer, will remain subject to the restrictions on transfer. Since the old notes have not been registered under the U.S. federal securities laws, you will not be able to offer or sell the old notes except under an exemption from the requirements of the Securities Act or unless the old notes are registered under the Securities Act. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the old notes under the U.S. federal securities laws. See "Exchange Offer—Consequences of Failure to Tender."
Certain U.S. Federal Income Tax Considerations	The exchange of old notes for exchange notes in the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations."

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Transferability	Under existing interpretations of the Securities Act by the staff of the SEC contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes will generally be freely transferable by holders after the exchange offer without further compliance with the registration and prospectus delivery requirements of the Securities Act (subject to certain representations required to be made by each holder of old notes, as set forth under "Exchange Offer—Procedures for Tendering"). However, any holder of old notes who:
	• is one of our "affiliates" (as defined in Rule 405 under the Securities Act),
	• does not acquire the exchange notes in the ordinary course of business,
	• distributes, intends to distribute, or has an arrangement or understanding with any person to distribute the exchange notes as part of the exchange offer, or
	• is a broker-dealer who purchased old notes from us in the initial offering of the old notes for resale pursuant to Rule 144A or any other available exemption under the Securities Act,
	will not be able to rely on the interpretations of the staff of the SEC, will not be permitted to tender old notes in the exchange offer and, in the absence of any exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
	Our belief that transfers of exchange notes would be permitted without registration or prospectus delivery under the conditions described above is based on SEC interpretations given to other, unrelated issuers in similar exchange offers. We cannot assure you that the SEC would make a similar interpretation with respect to our exchange offer. We will not be responsible for or indemnify you against any liability you may incur under the Securities Act.
	Each broker-dealer that receives exchange notes for its own account under the exchange offer in exchange for old notes that were acquired by the broker-dealer as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."
Use of Proceeds	We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer.
Exchange Agent	U.S. Bank National Association is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth under "Exchange Offer—Exchange Agent."

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Summary Terms of the Exchange Notes

Set forth below is a brief summary of some of the principal terms of the exchange notes. In this summary, "we," "us," "our," "Dollar Tree," "Issuer" and the "Company" refer only to Dollar Tree, Inc. and any successor obligor, and not to any of its subsidiaries. You should also read the information in the sections entitled "Description of 2020 Exchange Notes" and "Description of 2023 Exchange Notes" later in this prospectus for a more detailed description and understanding of the terms of the exchange notes.

        The exchange notes will be identical in all material respects to the old notes for which they have been exchanged, except:

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the offer and sale of the exchange notes will have been registered under the Securities Act, and thus the exchange notes generally will not be subject to the restrictions on transfer applicable to the old notes or bear restrictive legends;

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the exchange notes will not be entitled to registration rights; and

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the exchange notes will not have the right to earn additional interest under certain circumstances relating to our registration obligations.

Issuer	Dollar Tree, Inc.
Notes offered
2023 exchange notes	$2,500 million aggregate principal amount of 5.750% Senior Notes due 2023.
2020 exchange notes	$750 million aggregate principal amount of 5.250% Senior Notes due 2020.
Maturity date
2023 exchange notes	March 1, 2023.
2020 exchange notes	March 1, 2020.
Interest rate
2023 exchange notes	5.750% per annum.
2020 exchange notes	5.250% per annum.
Interest payment dates	March 1 and September 1, commencing September 1, 2016. Interest will accrue from March 1, 2016.
Guarantees	The exchange notes will be jointly and severally guaranteed on an unsecured, unsubordinated basis by each of Dollar Tree's subsidiaries that guarantees the obligations under the Credit Agreement dated as of March 9, 2015, as amended, among Dollar Tree (as successor by merger to Family Tree Escrow, LLC), as Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, which provides for $6,200 million in senior secured credit facilities (the "Senior Secured Credit Facilities"), including Family Dollar and certain of its subsidiaries. The guarantees of the exchange notes will be subject to certain limitations. See "Description of 2023 exchange notes—Ranking," "Description of 2023 exchange notes—Guarantees," "Description of 2020 exchange notes—Ranking" and "Description of 2020 exchange notes—Guarantees."

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	Under certain circumstances, guarantors may be released from their guarantees without the consent of the holders of exchange notes. See "Description of 2023 exchange notes—Guarantees" and "Description of 2020 exchange notes—Guarantees."
Ranking	Each series of exchange notes and guarantees thereof will constitute unsecured, unsubordinated obligations of the Issuer and the guarantors and will:
	• rank senior in right of payment to all of the Issuer's and the guarantors' existing and future debt, if any, that by its terms is subordinated to, respectively, the notes of such series or the applicable guarantee;
	• rank equally in right of payment to all of the Issuer's and the guarantors' existing and future unsubordinated debt;
	• be effectively subordinated to any of the Issuer's and the guarantors' existing and future secured debt, including the Senior Secured Credit Facilities and Family Dollar's $300 million of 5.00% senior notes due February 1, 2021 (the "2021 Family Dollar Notes"), to the extent of the value of the assets securing such debt; and
	• be structurally subordinated to all of the existing and future liabilities (including trade payables) of the Issuer's subsidiaries that do not guarantee the notes.
Optional redemption
2023 exchange notes	Except as described below, the Issuer cannot optionally redeem the 2023 exchange notes before March 1, 2018. Thereafter, the Issuer may redeem some or all of the 2023 exchange notes at any time at the redemption prices listed under "Description of 2023 exchange notes—Optional redemption," plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
	At any time and from time to time prior to March 1, 2018, the Issuer may redeem some or all of the 2023 exchange notes at a price equal to 100% of the aggregate principal amount thereof plus the make-whole premium described under "Description of 2023 exchange notes—Optional redemption," plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
	At any time and from time to time prior to March 1, 2018, the Issuer may redeem up to 40% of the original aggregate principal amount of the 2023 exchange notes at a redemption price of 105.750% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with the net proceeds of certain equity offerings.

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2020 exchange notes	Except as described below, the Issuer cannot optionally redeem the 2020 exchange notes before March 1, 2017. Thereafter, the Issuer may redeem some or all of the 2020 exchange notes at any time at the redemption prices listed under "Description of 2020 exchange notes—Optional redemption," plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
	At any time and from time to time prior to March 1, 2017, the Issuer may redeem some or all of the 2020 exchange notes at a price equal to 100% of the aggregate principal amount thereof plus the make-whole premium described under "Description of 2020 exchange notes—Optional redemption," plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
	At any time and from time to time prior to March 1, 2017, the Issuer may redeem up to 40% of the original aggregate principal amount of the 2020 exchange notes at a redemption price of 105.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with the net proceeds of certain equity offerings.
Change of control	If specific kinds of changes of control occur, the Issuer will be required to make an offer to purchase all of the notes of the applicable series at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. See "Description of 2023 exchange notes—Change of control" and "Description of 2020 exchange notes—Change of control."
Asset sales	If the Issuer or its restricted subsidiaries engage in certain asset sales, the Issuer will be required under certain circumstances to make an offer to purchase the notes at 100% of the principal amount thereof (or, in the event the notes are issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. See "Description of 2023 exchange notes—Certain covenants—Asset sales" and "Description of 2020 exchange notes—Certain covenants—Asset sales."
Certain covenants	The indentures governing the notes limit the ability of the Issuer and its restricted subsidiaries to, among other things:
	• incur, assume or guarantee additional indebtedness;
	• declare or pay dividends or make other distributions with respect to, or purchase or otherwise acquire or retire for value, equity interests;
	• make any principal payment on, or redeem or repurchase, subordinated debt;
	• make loans, advances or other investments;
	• incur liens;

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	• sell or otherwise dispose of assets, including capital stock of subsidiaries;
	• consolidate or merge with or into, or sell all or substantially all assets to, another person; and
	• enter into transactions with affiliates.
	These covenants are subject to important exceptions and qualifications. See "Description of 2023 exchange notes—Certain covenants" and "Description of 2020 exchange notes—Certain covenants." In addition, certain of these covenants will be suspended during any period in which the applicable series of notes have an investment grade rating from Moody's and Standard & Poor's. See "Description of 2023 exchange notes—Certain covenants—Suspension of covenants upon achieving investment grade ratings" and "Description of 2020 exchange notes—Certain covenants—Suspension of covenants upon achieving investment grade ratings."
Absence of public market for the notes	The exchange notes generally are freely transferable but are also new securities for which there is currently no established trading market. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. We have not applied and do not intend to apply for the listing of the exchange notes on any securities exchange or any automated dealer quotation system.
Trustee, registrar and paying agent	U.S. Bank National Association.
Risk factors	See "Risk factors" and the other information in this prospectus for a discussion of factors you should carefully consider before deciding to exchange your old notes for exchange notes.

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Risk Factors

You should consider carefully various risks, including those described below and all of the information about risks included in the documents incorporated by reference in this prospectus, including under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended January 30, 2016 along with the information provided elsewhere in this prospectus. These risks could adversely and materially affect our ability to meet our obligations under the exchange notes, and you, under the circumstances described in this section, could lose all or part of your investment in, and fail to achieve the expected return on, the exchange notes.

The risks and uncertainties described below and incorporated by reference into this prospectus are not the only ones that we face. Additional risks and uncertainties, including those generally affecting the industry in which we operate, risks that are unknown to us or that we currently deem immaterial and risks and uncertainties generally applicable to companies that have recently undertaken transactions similar to this offering, may also impair our business, the value of your investment and our ability to pay interest on, and repay or refinance, the exchange notes.

For a discussion of risks relating to our business, see "Risk Factors" in Part 1, Item 1A, in our Annual Report on Form 10-K for the fiscal year ended January 30, 2016, which is incorporated by reference herein. The risk factors described below and the risks relating to our business incorporated by reference herein could materially impact our business, financial condition and results of operations.

Risks related to the notes and other indebtedness

Our substantial indebtedness could adversely affect our financial condition, limit our ability to obtain additional financing, restrict our operations and make us more vulnerable to economic downturns and competitive pressures.

        We have substantial indebtedness, which could adversely affect our ability to fulfill our obligations under the notes and have a negative impact on our financing options and liquidity position. As of January 30, 2016, we had indebtedness of approximately $7,465.5 million. In addition, we have $1,250 million of additional borrowing availability under our revolving credit facility (the "Revolving Credit Facility"), excluding letters of credit totaling approximately $123.0 million.

        Our high degree of debt leverage could have significant consequences, including the following:

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limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes;

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requiring a substantial portion of our cash flows to be dedicated to debt service payments, instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;

•

limiting our ability to refinance our indebtedness on terms acceptable to us or at all;

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imposing restrictive covenants on our operations;

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placing us at a competitive disadvantage to other competitors carrying less debt; and

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making us more vulnerable to economic downturns and limiting our ability to withstand competitive pressures.

        In addition, our credit ratings impact the cost and availability of future borrowings and, accordingly, our cost of capital. Our ratings reflect the opinions of the ratings agencies of our financial strength, operating performance and ability to meet our debt obligations. There can be no assurance that we will achieve a particular rating or maintain a particular rating in the future.

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We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

        Our ability to make scheduled payments on or to refinance our debt obligations, including the notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to fund our day-to-day operations or to pay the principal, premium, if any, and interest on our indebtedness, including the notes.

        If our cash flows and capital resources are insufficient to fund our debt service obligations and other cash requirements, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the notes. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. The indentures governing the exchange notes offered hereby and the credit agreement governing the Senior Secured Credit Facilities restrict, (a) our ability to dispose of assets and use the proceeds from any such dispositions and (b) our ability to raise debt capital to be used to repay our indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. See "Description of 2023 exchange notes" and "Description of 2020 exchange notes."

        In addition, we conduct our operations through our subsidiaries, certain of which may not be guarantors of the notes or our other indebtedness. Accordingly, repayment of our indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and such subsidiaries' ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes, our subsidiaries do not have any obligation to pay amounts due on the notes or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. Although the indentures governing the notes and the credit agreement governing the Senior Secured Credit Facilities limit the ability of certain of our material subsidiaries to incur consensual restrictions on their ability to (a) pay dividends or make other distributions to us or any restricted subsidiary on its capital stock or with respect to any other interest or participation in, or measured by, their profits or (b) make loans or advances to us or any restricted subsidiary that is a direct or indirect parent of such material subsidiary, these limitations are (and in the case of future indebtedness, could be) subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

        Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations under the notes.

        If we cannot make scheduled payments on our debt, we will be in default and, as a result, holders of the notes (and lenders under any of our existing and future indebtedness) could declare all outstanding principal and interest to be due and payable, the lenders under the Senior Secured Credit Facilities could terminate their commitments to loan money, our secured lenders could foreclose against the assets securing such borrowings and we could be forced into bankruptcy or liquidation, in each case, which could result in your losing your investment in the notes.

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Despite current and anticipated indebtedness levels, we may still be able to incur substantially more debt. This could further exacerbate the risks described above.

        We may be able to incur substantial additional indebtedness in the future. Although the indentures governing the notes and the credit agreement governing the Senior Secured Credit Facilities restrict the incurrence of additional indebtedness, these restrictions are and will be subject to a number of qualifications and exceptions and the additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur any additional indebtedness that ranks equally with the notes, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of Dollar Tree. In addition, to the extent any such indebtedness is secured, it will be effectively senior to the notes, up to the value of the collateral securing such indebtedness. This may have the effect of reducing the amount of proceeds paid to you. If new debt is added to our current debt levels, the related risks that we now face could intensify. Additionally, as of January 30, 2016, we had approximately $1,250 million of availability under the Revolving Credit Facility, excluding letters of credit totaling approximately $123.0 million. See "Description of 2023 exchange notes" and "Description of 2020 exchange notes."

The terms of the agreements governing our indebtedness (including the notes) may restrict our current and future operations, particularly our ability to respond to changes or to pursue our business strategies, and could adversely affect our capital resources, financial condition and liquidity.

        The indentures governing the notes, the credit agreement governing the Senior Secured Credit Facilities and the indenture governing the 2021 Family Dollar Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests, including, among other things, restrictions on our ability to:

•

incur, assume or guarantee additional indebtedness;

•

declare or pay dividends or make other distributions with respect to, or purchase or otherwise acquire or retire for value, equity interests;

•

make any principal payment on, or redeem or repurchase, subordinated debt;

•

make loans, advances or other investments;

•

incur liens;

•

sell or otherwise dispose of assets, including capital stock of subsidiaries;

•

enter into sale and lease-back transactions;

•

consolidate or merge with or into, or sell all or substantially all of our assets to, another person; and

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enter into transactions with affiliates.

        In addition, the credit agreement governing the Senior Secured Credit Facilities requires us to comply with certain financial maintenance covenants. Our ability to satisfy these financial maintenance covenants can be affected by events beyond our control, and we cannot assure you that we will meet them.

        A breach of the covenants under the credit agreement governing the Senior Secured Credit Facilities, the indentures governing the notes or the indenture governing the 2021 Family Dollar Notes could result in an event of default under the applicable indebtedness, which, if not cured or waived, could result in us having to repay our borrowings before their due dates. Such default may allow the

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holders to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. If we are forced to refinance these borrowings on less favorable terms or if we were to experience difficulty in refinancing the debt prior to maturity, our results of operations or financial condition could be materially affected. In addition, an event of default under our Senior Secured Credit Facilities may permit the lenders under our Senior Secured Credit Facilities to terminate all commitments to extend further credit under the Senior Secured Credit Facilities. Furthermore, if we are unable to repay the amounts due and payable under our Senior Secured Credit Facilities, those lenders may be able to proceed against the collateral granted to them to secure that indebtedness. In the event our lenders or holders of notes accelerate the repayment of such borrowings, we cannot assure you that we will have sufficient assets to repay such indebtedness.

        As a result of these restrictions, we may be:

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limited in how we conduct our business;

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unable to raise additional debt or equity financing to operate during general economic or business downturns; or

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unable to compete effectively, take advantage of new business opportunities or grow in accordance with our plans.

Your right to receive payments on the notes is effectively subordinated to the right of lenders that have a security interest in the assets of Dollar Tree and the guarantors to the extent of the value of those assets.

        Our obligations under the notes and the guarantors' obligations under their guarantees of the notes are unsecured, but our obligations under the Senior Secured Credit Facilities and each guarantor's obligations under its guarantee of the Senior Secured Credit Facilities are secured by a security interest in substantially all of the assets of Dollar Tree and each such guarantor, in each case, subject to certain exceptions. In addition, the 2021 Family Dollar Notes are secured equally and ratably with the Senior Secured Credit Facilities to the extent required by the indenture governing the 2021 Family Dollar Notes. The indentures governing the notes, the credit agreement governing the Senior Secured Credit Facilities and the indenture governing the 2021 Family Dollar Notes permit us to incur substantial additional indebtedness in the future, including other secured indebtedness, subject to various limitations. See "Description of 2023 exchange notes" and "Description of 2020 exchange notes." If we are declared bankrupt or insolvent, or if an event of default occurs and is continuing under the Senior Secured Credit Facilities, we anticipate that the lenders could declare all of the funds borrowed thereunder, together with accrued interest, to be immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture governing the notes at such time. In any such event, because the notes will not be secured, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims in full.

The notes are structurally subordinated to all indebtedness of Dollar Tree's existing and future subsidiaries that do not guarantee the notes.

        The notes are guaranteed jointly and severally by certain of Dollar Tree's direct and indirect wholly owned domestic subsidiaries. Each wholly owned domestic restricted subsidiary (subject to certain exceptions) of Dollar Tree that guarantees or becomes a borrower under the Senior Secured Credit Facilities or that guarantees certain other indebtedness of Dollar Tree or any of the guarantors will jointly and severally guarantee the notes. See "Description of 2023 exchange notes—Future guarantors" and "Description of 2020 exchange notes—Future guarantors." Except for such guarantors of the notes, Dollar Tree's subsidiaries, including non-domestic subsidiaries, will have no obligation, contingent or otherwise, to pay amounts due under the notes or to make any funds available to pay those amounts,

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whether by dividend, distribution, loan or other payment. The notes are structurally subordinated to all indebtedness and other obligations of any non-guarantor subsidiary of Dollar Tree such that, in the event of insolvency, liquidation, reorganization, dissolution or other winding-up of any such subsidiary that is not a guarantor, all of such subsidiary's creditors (including trade creditors and preferred shareholders, if any) would be entitled to payment in full out of such subsidiary's assets before holders of the notes would be entitled to any payment out of such assets. As of January 30, 2016, our non-guarantor subsidiaries had an aggregate of approximately $395.8 million of total liabilities (excluding intercompany transactions), all of which were structurally senior to the notes and the related guarantees.

The market price of the exchange notes may be volatile.

        The market price of the exchange notes will depend on many factors that may vary over time, some of which are beyond our control, including:

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our financial performance;

•

the amount of indebtedness we have outstanding;

•

market interest rates;

•

the market for similar securities;

•

competition;

•

the size and liquidity of the market for the notes; and

•

general economic conditions.

        As a result of these factors, you may only be able to sell your exchange notes at prices below those you believe to be appropriate, including prices below the price you paid for them.

Our variable-rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly.

        Certain of our indebtedness, including certain borrowings under the Senior Secured Credit Facilities, is subject to variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. An increase (decrease) of 1.0% on the interest rate on our variable-rate indebtedness that was outstanding as of January 30, 2016, would result in an increase (decrease) of $25.2 million in annual interest expense. Although we may enter into interest rate swaps, involving the exchange of floating- for fixed-rate interest payments, to reduce interest rate volatility, we cannot assure you we will be able to do so.

We may not have sufficient funds to be able to repurchase the notes upon a change of control.

        Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date. Additionally, under the Senior Secured Credit Facilities, a change of control (as defined therein) will constitute an event of default that permits the lenders to accelerate the maturity of borrowings, and to terminate the commitments to lend, thereunder. We expect that the source of funds for any purchase of the notes and repayment of borrowings under the Senior Secured Credit Facilities will be our available cash or cash generated from our subsidiaries' operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and repay

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our other indebtedness that will become due. We may require additional financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the notes may be limited by law. In order to avoid triggering an obligation to repurchase the notes and events of default under the credit agreement governing our credit facilities, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

        The definition of "Change of Control" in the indentures governing the notes includes a phrase relating to the sale of "all or substantially all" of the assets of Dollar Tree and our subsidiaries, taken as a whole. There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase the notes as a result of a sale of less than all of the assets of Dollar Tree and our subsidiaries, taken as a whole, to another person may be uncertain. In addition, certain important corporate events may not, under the indentures governing the notes, constitute a "change of control" that would require us to repurchase the notes, notwithstanding the fact that such corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the notes. See "Description of 2023 exchange notes—Change of control" and "Description of 2020 exchange notes—Change of control."

Any decline in our corporate credit ratings or the rating of the notes could adversely affect the value of the notes.

        Any decline in the ratings of our corporate credit or the notes or any indications from the rating agencies that their ratings on our corporate credit or the notes are under surveillance or review with possible negative implications could adversely affect the value of the notes. In addition, a ratings downgrade could adversely affect our ability to raise capital.

Many of the covenants in the indentures governing the notes would not apply during any period that the applicable series of notes are rated investment grade by both Moody's and Standard & Poor's.

        Many of the covenants contained in the indentures that govern the notes will cease to apply from such time as the applicable series of notes are rated investment grade by both of Moody's and Standard & Poor's and no default has occurred and is continuing under the indenture governing such series of notes and will continue not to apply for so long as such series of notes maintain such investment grade ratings. See "Description of 2023 exchange notes—Certain covenants—Suspension of covenants upon achieving investment grade ratings" and "Description of 2020 exchange notes—Certain covenants—Suspension of covenants upon achieving investment grade ratings." These covenants restrict, among other things, the ability of Dollar Tree and the restricted subsidiaries to incur or guarantee additional indebtedness, to declare or pay dividends, make distributions on, purchase or otherwise acquire or retire for value equity interests or make principal payments on, redeem or repurchase subordinated debt, sell assets, enter into certain merger transactions, enter into transactions with affiliates and enter into restrictive agreements. There can be no assurance that the notes will ever be rated investment grade, or that if they are rated investment grade, that the notes will maintain such ratings. However, suspension of these covenants will allow Dollar Tree and the restricted subsidiaries to engage in certain actions that would not have been permitted were these covenants in force, and the effects of any such actions that Dollar Tree and the restricted subsidiaries take while these covenants are suspended will be permitted to remain in place even if the notes are subsequently downgraded below investment grade and these covenants are reinstated.

The notes will mature after a substantial portion of our other indebtedness.

        The 2023 exchange notes will mature on March 1, 2023 and the 2020 exchange notes will mature on March 1, 2020. A substantial portion of our indebtedness, including the indebtedness under our

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Revolving Credit Facility and the term loan A facility under our Senior Secured Credit Facilities, will mature prior to the notes. Furthermore, the term loan B facility under our Senior Secured Credit Facilities and the 2021 Family Dollar Notes will mature prior to the 2023 exchange notes. Therefore, we will be required to repay a substantial portion of our other creditors before we are required to repay a portion of the interest due on, and the principal of, the notes. As a result, we may not have sufficient cash to repay all amounts owing on the notes at maturity. There can be no assurance that we will have the ability to borrow or otherwise raise the amounts necessary to repay or refinance our indebtedness.

Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received and, if that occurs, you may not receive any payments on the notes.

        Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of any guarantees of the notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the notes or guarantees could be voided as a fraudulent transfer or conveyance if (1) Dollar Tree or any of the guarantors, as applicable, issued the notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) Dollar Tree or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the guarantees and, in the case of (2) only, one of the following was also true at the time thereof:

•

Dollar Tree or any of the guarantors, as applicable, were insolvent on the date of the issuance of the notes or the incurrence of the guarantees or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantees;

•

the issuance of the notes or the incurrence of the guarantees left Dollar Tree or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business; or

•

Dollar Tree or any of the guarantors intended to, or believed that Dollar Tree or such guarantor would, incur debts beyond Dollar Tree's or such guarantor's ability to pay such debts as they mature.

        Dollar Tree cannot be certain as to the standards a court would use to determine whether or not Dollar Tree or a guarantor was solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the notes or the guarantee of such guarantor would not be subordinated to Dollar Tree's or such guarantor's other debt. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:

•

the sum of its debts, including contingent liabilities, was greater than the fair value of all its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

        If a court were to find that the issuance of the notes or the incurrence of a guarantee thereof was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or such guarantee or subordinate the notes or such guarantee to presently existing and future indebtedness of Dollar Tree or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes (or the

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guarantees). Further, the avoidance of the notes could result in an event of default with respect to our other debt that could result in acceleration of such debt.

        Although each guarantee will contain a provision intended to limit that guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer law, or may reduce that guarantor's obligation to an amount that effectively makes its guarantee worthless.

        Furthermore, in the event that a bankruptcy case were to be commenced under the bankruptcy code, Dollar Tree could be subject to claims, with respect to any payments made within 90 days prior to the commencement of such a case, that Dollar Tree or any of the guarantors were insolvent at the time any such payments were made and that all or a portion of such payments, which could include repayments of amounts due under the notes or the guarantees might be deemed to constitute a preference, under the bankruptcy code, and that such payments should be voided by the bankruptcy court and recovered from the recipients for the benefit of the entire bankruptcy estate.

Broker-dealers may become subject to the registration and prospectus delivery requirements of the Securities Act and any profit on the resale of the exchange notes may be deemed to be underwriting compensation under the Securities Act.

        Any broker-dealer that acquires exchange notes in the exchange offer for its own account in exchange for old notes which it acquired through market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their exchange notes. In addition, any profit on the resale of the exchange notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

There may be no active trading market for the exchange notes, and, if one develops, it may not be liquid.

        The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there can be no assurance as to:

•

the liquidity of any trading market that may develop;

•

the ability of holders to sell their exchange notes; or

•

the price at which the holders would be able to sell their exchange notes.

        If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar securities and our financial performance, as well as declines in the prices of securities, or the financial performance or prospects, of similar business enterprises. In addition, the market for non-investment grade debt historically has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market for the exchange notes, if any, may be subject to similar disruptions that could adversely affect their value.

        Any market-making activity with respect to the exchange notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, as amended, and may be limited during the exchange offer. We do not intend to apply for the listing of the exchange notes on any securities exchange or any automated dealer quotation system. There can be no assurance that an active trading market will develop for the exchange notes or that any trading market that does develop will be liquid.

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You may not receive the exchange notes in the exchange offer if the exchange offer procedures are not properly followed.

        We will issue the exchange notes in exchange for your old notes only if you properly tender the old notes before expiration of the exchange offer. Neither we nor the exchange agent are under any duty to give notification of defects or irregularities with respect to the tenders of the old notes for exchange. If you are the beneficial holder of old notes that are held through your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such notes in the exchange offer, you should promptly contact the person through whom your old notes are held and instruct that person to tender on your behalf.

If you do not exchange your old notes, they may be difficult to resell.

        It may be difficult for you to sell old notes that are not exchanged in the exchange offer, since any old notes not exchanged will continue to be subject to the restrictions on transfer described in the legend on the global security representing the outstanding old notes. These restrictions on transfer exist because we issued the old notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Generally, the old notes that are not exchanged for exchange notes will remain restricted securities. Accordingly, those old notes may not be offered or sold, unless registered under the Securities Act and applicable state securities laws, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. See "The Exchange Offer—Consequences of Failure to Tender."

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Selected Historical Consolidated Financial Data of Dollar Tree

        The following table presents selected historical consolidated financial data for Dollar Tree as of and for the years ended January 30, 2016, January 31, 2015, February 1, 2014, February 2, 2013 and January 28, 2012. The year ended February 2, 2013 included 53 weeks, commensurate with the retail calendar, while all other fiscal years reported in the table contain 52 weeks. This information has been derived from Dollar Tree's audited consolidated financial statements. As a result of the acquisition of Family Dollar on July 6, 2015, the income statement data below for the year ended January 30, 2016 includes the results of operations of Family Dollar since that date. In addition, the balance sheet information below as of January 30, 2016 includes the fair values of the Family Dollar assets acquired and liabilities assumed as of July 6, 2015.

        This information should be read in conjunction with Dollar Tree's consolidated financial statements and related notes thereto included in Dollar Tree's Annual Report on Form 10-K for the fiscal year ended January 30, 2016, which are incorporated by reference into this prospectus.

        Comparable store net sales compare net sales for stores open before December of the year prior to the two years being compared, including expanded stores. Net sales per store and net sales per selling square foot are calculated for stores open throughout the period presented.

        Amounts in the following tables are in millions, except per share data, number of stores data and net sales per selling square foot data.

	Year Ended
	January 30, 2016			January 31, 2015			February 1, 2014			February 2, 2013			January 28, 2012
Income Statement Data:
Net sales	$	15,498.4		$	8,602.2		$	7,840.3		$	7,394.5		$	6,630.5
Gross profit		4,656.7			3,034.0			2,789.8			2,652.7			2,378.3
Selling, general and administrative expenses		3,607.0			1,993.8			1,819.5			1,732.6			1,596.2
Operating income		1,049.7			1,040.2			970.3			920.1			782.1
Net income		282.4			599.2			596.7			619.3			488.3
Per Share Data:
Diluted net income per share	$	1.26		$	2.90		$	2.72		$	2.68		$	2.01
Diluted net income per share increase (decrease)		(56.6	)%		6.6	%		1.5	%		33.3	%		29.7	%

	As of
	January 30, 2016		January 31, 2015		February 1, 2014		February 2, 2013		January 28, 2012
Balance Sheet Data:
Cash and cash equivalents and short-term investments	$	740.1	$	864.1	$	267.7	$	399.9	$	288.3
Working capital		1,840.5		1,133.0		692.2		797.3		628.4
Total assets		15,901.2		3,492.7		2,767.7		2,750.4		2,328.2
Total debt, including capital lease obligations		7,465.5		757.0		769.8		271.3		265.8
Shareholders' equity		4,406.9		1,785.0		1,170.7		1,667.3		1,344.6

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	Year Ended
	January 30, 2016			January 31, 2015			February 1, 2014			February 2, 2013			January 28, 2012
Selected Operating Data:
Number of stores open at end of period		13,851			5,367			4,992			4,671			4,351
Selling square footage at end of period		108.4			46.5			43.2			40.5			37.6
Selling square footage annual growth(1)		10.3	%		7.4	%		6.9	%		7.7	%		6.9	%
Net sales annual growth(1)		8.5	%		9.7	%		6.0	%		11.5	%		12.7	%
Comparable store net sales increase(1)		2.1	%		4.3	%		2.4	%		3.4	%		6.0	%
Net sales per selling square foot(1)	$	191		$	192		$	187		$	190		$	182

(1)

Family Dollar was not included in the determination of amounts presented.

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Ratio of Earnings To Fixed Charges

        The following table below presents Dollar Tree's ratio of earnings to fixed charges for the years ended January 30, 2016, January 31, 2015, February 1, 2014, February 2, 2013, and January 28, 2012. As a result of the acquisition of Family Dollar on July 6, 2015, the earnings and fixed charges data below for the year ended January 30, 2016 includes the results of operations of Family Dollar since that date. For purposes of determining the ratio of earnings to fixed charges, earnings consist of income before income taxes plus fixed charges, less capitalized interest. Fixed charges consist of interest expense plus capitalized interest and the portion of rental expense which is representative of interest expense. For purposes of this calculation, management estimates approximately one-third of rent expense is representative of interest expense. The information set forth below should be read together with our financial statements, including the notes thereto, included in our Form 10-K for the year ended January 30, 2016, filed March 28, 2016, which is incorporated by reference into this prospectus.

	Year ended
	January 30, 2016		January 31, 2015		February 1, 2014		February 1, 2013		January 28, 2012
Ratio of earnings to fixed charges		1.5		4.7		6.3		7.3		6.4

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Use of Proceeds

        We will not receive cash proceeds from the issuance of the exchange notes under the exchange offer. In consideration for issuing the exchange notes in exchange for old notes as described in this prospectus, we will receive old notes of equal principal amount. The old notes surrendered in exchange for the exchange notes will be retired and cancelled.

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Description of 2023 exchange notes

The terms of the notes and guarantees will include those set forth in the indenture (as defined below) and those required to be made a part of the indenture by the Trust Indenture Act of 1939, upon registration of the notes. You should carefully read the summary below and the provisions of the indenture that may be important to you before investing in the notes. This summary is not complete and is qualified in its entirety by reference to the indenture. We urge you to read the indenture because the indenture, not this description, defines your rights as holders of the notes.

General

        Capitalized terms used in this "Description of 2023 exchange notes" section and not otherwise defined have the meanings set forth in the section "—Certain definitions."

        In this "Description of 2023 exchange notes" section, (i) the terms "Dollar Tree," "Issuer," "we" and "us" refer only to Dollar Tree, Inc., a Virginia corporation and not to any of its subsidiaries, (ii) the term "2023 exchange notes" refers to the 5.750% Senior Notes due 2023 being offered by Dollar Tree in this exchange offer, (iii) the term "2023 old notes" refers to Dollar Tree's currently outstanding 5.750% Senior Notes due 2023 that may be exchanged for the 2023 exchange notes, (iv) the term "notes" refers to the 2023 old notes and the 2023 exchange notes, collectively, and (v) the term "Indenture" refers to the indenture that applies to both the 2023 old notes and the 2023 exchange notes.

        Dollar Tree issued the 2023 old notes under the Indenture, dated as of February 23, 2015, among Dollar Tree (as successor to Family Tree Escrow, LLC), the guarantors party thereto and U.S. Bank National Association, as trustee (the "Trustee"). The terms of the 2023 exchange notes are identical in all material respects to the 2023 old notes, except that (1) the 2023 exchange notes will have been registered under the Securities Act and therefore will not be subject to certain restrictions on transfer applicable to the 2023 old notes and (2) holders of the 2023 exchange notes will not be entitled to certain rights of holders of 2023 old notes under the Registration Rights Agreement. The terms of the 2023 old notes include, and the terms of the 2023 exchange note will include, those stated in the Indenture and those made a part of the Indenture by reference to the TIA. The 2023 exchange notes are subject to all such terms, and holders of the 2023 exchange notes should refer to the Indenture and the TIA for a complete statement of applicable terms.

        The Issuer may issue additional notes from time to time. Any offering of additional notes is subject to the covenant described below under the caption "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock." The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the additional notes are not fungible with the notes for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number, if applicable. Unless the context otherwise requires, for all purposes of the indenture and this "Description of 2023 exchange notes," references to the notes include any additional notes actually issued.

        Principal of, premium, if any, interest and additional interest, if any, on the notes will be payable, and the notes may be exchanged or transferred, at the office or agency designated by the Issuer (which initially shall be the designated office or agency of the Trustee).

        The notes will be issued only in fully registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof; provided that notes may be issued in denominations of less than $2,000 solely to accommodate book-entry positions that have been created by a DTC participant in denominations of less than $2,000. No service charge will be made for any

22

registration of transfer or exchange of notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

Terms of the notes

        The notes will mature on March 1, 2023. Each note will bear interest at a rate of 5.750% per annum from March 1, 2016, or from the most recent date to which interest has been paid or provided for, payable semiannually to holders of record at the close of business on the February 15 or August 15 immediately preceding the interest payment date on March 1 and September 1 of each year, commencing September 1, 2016. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Optional redemption

        On or after March 1, 2018, the Issuer may redeem the notes at its option, in whole at any time or in part from time to time, upon not less than 30 days' nor more than 60 days' prior notice mailed by the Issuer by first-class mail, or delivered electronically if the notes are held by DTC, to each holder's registered address and upon not less than 30 days' nor more than 60 days' prior written notice to the Trustee (or such shorter period as may be agreed by the Trustee), at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below:

Period	Redemption price
2018		104.313	%
2019		102.875	%
2020		101.438	%
2021 and thereafter		100.000	%

        In addition, prior to March 1, 2018, the Issuer may redeem the notes at its option, in whole at any time or in part from time to time, upon not less than 30 days' nor more than 60 days' prior notice mailed by the Issuer by first-class mail, or delivered electronically if the notes are held by DTC, to each holder's registered address and upon not less than 30 days' nor more than 60 days' prior written notice to the Trustee (or such shorter period as may be agreed by the Trustee), at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        Notwithstanding the foregoing, at any time and from time to time on or prior to March 1, 2018, the Issuer may redeem in the aggregate up to 40% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer, at a redemption price of 105.750% of the principal amount of the notes, plus accrued and unpaid interest and additional interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity

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Offering is consummated upon not less than 30 days' nor more than 60 days' prior notice mailed, or delivered electronically if the notes are held by DTC, by the Issuer to each holder of notes and upon not less than 30 days' nor more than 60 days' prior written notice to the Trustee (or such shorter period as may be agreed by the Trustee) and otherwise in accordance with the procedures set forth in the indenture.

        Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuer's discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption upon completion of an Equity Offering. The Issuer may provide in such notice that payment of the redemption price and the performance of the Issuer's obligations with respect to such redemption may be performed by another Person.

Selection

        In the case of any partial redemption, selection of notes for redemption will be made by the Trustee on a pro rata basis or by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner that complies with the requirements of DTC, if applicable); provided that no notes of $2,000 or less shall be redeemed in part. If any note is to be redeemed in part only, the notice of redemption relating to such note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption so long as the Issuer has deposited with the paying agent funds sufficient to pay the principal of, plus accrued and unpaid interest and additional interest (if any) on, the notes to be redeemed.

Mandatory redemption; offers to purchase; open market purchases

        The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, the Issuer may be required to offer to purchase notes as described under the captions "—Change of control" and "—Certain covenants—Asset sales." Dollar Tree may at any time, and from time to time, purchase notes in the open market or otherwise.

Ranking

        The Indebtedness evidenced by the notes and the Guarantees, respectively, will be unsecured, unsubordinated obligations of the Issuer and the Guarantors, respectively, will rank pari passu in right of payment with all existing and future unsubordinated Indebtedness of the Issuer and the Guarantors, respectively, will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer and the Guarantors, respectively, and will be effectively subordinated to all existing and future secured Indebtedness of the Issuer and the Guarantors, respectively, including any Indebtedness under the credit agreement described in clause (i) of the definition of the term "Credit Agreement," to the extent of the value of the assets securing such Indebtedness.

        As of January 30, 2016, the outstanding total consolidated indebtedness of Dollar Tree was approximately $7,465.5 million, of which approximately $4,208.5 million was secured. As of January 30, 2016, Dollar Tree's non-Guarantor Subsidiaries had an aggregate of approximately $395.8 million of total liabilities (excluding intercompany transactions), all of which would have been structurally senior to the notes and the related guarantees.

        Although the indenture limits the Incurrence of Indebtedness and the issuance of Disqualified Stock by the Issuer and its Restricted Subsidiaries, and the issuance of Preferred Stock by the Restricted Subsidiaries that are not Guarantors, such limitation is subject to a number of significant

24

qualifications and exceptions. The Issuer and its Subsidiaries are able to incur additional amounts of Indebtedness. Under certain circumstances the amount of such Indebtedness could be substantial and, subject to certain limitations, such Indebtedness may be Secured Indebtedness. See "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and "—Certain covenants—Liens."

        Unless a Subsidiary of the Issuer is a Guarantor, claims of creditors of such Subsidiary, including trade creditors, and claims of preferred stockholders (if any) of such Subsidiary, generally will have priority with respect to the assets and earnings of such Subsidiary over the claims of creditors of the Issuer, including holders of the notes. The notes, therefore, will be effectively subordinated to holders of indebtedness and other creditors (including trade creditors) and preferred stockholders (if any) of any Subsidiary of the Issuer that is not a Guarantor. The only Subsidiaries of the Issuer that are not Guarantors are Dollar Tree International Sarl, Five & Dime International Sarl, Dollar Tree Stores Canada, Inc., DTD Sourcing HK, Ltd., Tarheel Trading International Sarl, FDO Trading International Hong Kong, Ltd., Tarheel Trading International Hong Kong Ltd., Tar Heel Trading International Holding Ltd., Shenzhen Tar Heel Information Consultancy Limited, and Family Dollar Insurance, Inc.

        See "Risk factors—Risks related to the notes and other indebtedness—The notes will be structurally subordinated to all indebtedness of the Issuer's existing and future subsidiaries that do not guarantee the notes."

Guarantees

        Each of the Restricted Subsidiaries of Dollar Tree that are guarantors under the credit agreement described in clause (i) of the definition of the term "Credit Agreement" and each of the Wholly Owned Domestic Subsidiaries of the Issuer that is required to guarantee payment of the notes in accordance with the covenant described under "—Certain covenants—Future guarantors" will jointly and severally guarantee on an unsecured, unsubordinated basis the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuer under the indenture and the notes, whether for payment of principal of, premium, if any, interest or additional interest, if any, on the notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Guarantors being herein called the "Guaranteed Obligations"). Such Guarantors will agree to pay, in addition to the amount stated above, any and all expenses (including out-of-pocket counsel fees and expenses) incurred by the Trustee in enforcing any rights under the Guarantees.

        Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. See "Risk factors—Risks related to the notes and other indebtedness—Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received and, if that occurs, you may not receive any payments on the notes."

        Each Guarantor's Guarantee will be automatically released upon:

        (1)   the issuance, sale, exchange, transfer or other disposition (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock of the applicable Guarantor (including any issuance, sale, exchange, transfer or other disposition following which the applicable Guarantor is no longer a Restricted Subsidiary) if such issuance, sale, exchange, transfer or other disposition is made in a manner not in violation of the indenture;

25

        (2)   the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the covenant described under "—Certain covenants—Limitation on restricted payments" and the definition of "Unrestricted Subsidiary";

        (3)   the release or discharge of the guarantee by such Guarantor of the Indebtedness under (i) the Credit Agreement and (ii) any Capital Markets Indebtedness of the Issuer or any of the Guarantors which created the obligation to guarantee the notes; or

        (4)   the Issuer's exercise of its legal defeasance option or covenant defeasance option as described under "—Defeasance" or if the Issuer's obligations under the indenture are discharged in accordance with the terms of the indenture.

Change of control

        Upon the occurrence of a Change of Control, each holder will have the right to require the Issuer to repurchase all or any part of such holder's notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Issuer has previously or concurrently elected to redeem notes as described under "—Optional redemption."

        Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem the notes by delivery of a notice of redemption as described under "—Optional redemption," the Issuer shall mail, or deliver electronically if the notes are held by DTC, a notice (a "Change of Control Offer") to each holder with a copy to the Trustee:

        (1)   stating that a Change of Control has occurred and that such holder has the right to require the Issuer to repurchase such holder's notes at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to, but excluding, the date of repurchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date);

        (2)   describing the transaction or transactions that constitute(s) such Change of Control;

        (3)   specifying the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered electronically); and

        (4)   providing instructions, determined by the Issuer consistent with this covenant, that a holder must follow in order to have its notes purchased.

        A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

        In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes properly tendered and not withdrawn under such Change of Control Offer.

        If holders of not less than 90% in aggregate principal amount of the outstanding notes validly tender and do not withdraw such notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the notes validly tendered and not withdrawn by such holders, the Issuer or such third party will have the right, upon not less than 30 days' nor more than 60 days' prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.

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        Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of notes issued but not outstanding or will be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to the preceding paragraphs will have the status of notes issued and outstanding.

        The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof. This Change of Control repurchase provision is a result of negotiations between the Issuer and the initial purchasers. Subject to the limitations discussed below, the Issuer could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the Issuer's capital structure or credit rating.

        The occurrence of events which would constitute a Change of Control could constitute a default under the Credit Agreement. Future Bank Indebtedness of the Issuer may contain prohibitions on certain events which would constitute a Change of Control or require such Bank Indebtedness to be repaid upon a Change of Control. Moreover, the exercise by the holders of their right to require the Issuer to repurchase the notes upon a Change of Control could cause a default under such Bank Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Issuer. Finally, the Issuer's ability to pay cash to the holders upon a repurchase may be limited by the Issuer's then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. See "Risk factors—Risks related to the notes and other indebtedness—The Issuer may not be able to repurchase the notes upon a change of control."

        The definition of "Change of Control" includes a phrase relating to the sale, lease or transfer of "all or substantially all" of the assets of the Issuer and its Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," under New York law, which governs the indenture, there is no precise established definition of the phrase. Accordingly, the ability of a holder of notes to require the Issuer to repurchase such notes as a result of a sale, lease or transfer of less than all of the assets of the Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

        The provisions under the indenture relating to the Issuer's obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the notes.

Certain covenants

        Set forth below are summaries of certain covenants that will be contained in the indenture.

Suspension of covenants upon achieving investment grade ratings

        If on any date (i) the notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the indenture then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Suspension Event"), the covenants specifically listed under the following captions in this

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"Description of 2023 exchange notes" section will not be applicable to the notes (collectively, the "Suspended Covenants"):

        (1)   "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (2)   "—Limitation on restricted payments";

        (3)   "—Dividend and other payment restrictions affecting subsidiaries";

        (4)   "—Asset sales";

        (5)   "—Transactions with affiliates";

        (6)   "—Future guarantors";

        (7)   clause (4) of the first paragraph of "—Merger, amalgamation, consolidation or sale of all or substantially all assets"; and

        (8)   the third and fourth paragraphs of "—Merger, amalgamation, consolidation or sale of all or substantially all assets".

        If and while the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants, the notes will be entitled to substantially less covenant protection. In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under the indenture for any period of time as a result of the foregoing, and on any subsequent date (the "Reversion Date") one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the indenture with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the "Suspension Period." The Issuer will provide the Trustee with written notice of each Covenant Suspension Event or Reversion Date within five Business Days of the occurrence thereof.

        Additionally, during a Suspension Period the Issuer will no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period and, following the Reversion Date, such designation shall be deemed to have created an Investment pursuant to the final paragraph of the covenant described under the heading "—Limitation on restricted payments" at the time of such designation.

        On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to the first paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" below or one of the clauses set forth in the second paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" below (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness or Disqualified Stock or Preferred Stock Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first or second paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock," such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date or Acquisition Date, as applicable, so that it is classified as permitted under clause (c) of the second paragraph under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock." Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under "—Limitation on restricted payments" will be made as though the covenant

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described under "—Limitation on restricted payments" had been in effect since the Acquisition Date and prior to, but not during, the Suspension Period (except to the extent expressly set forth in the immediately preceding paragraph). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under the first paragraph of "—Limitation on restricted payments" (except to the extent expressly set forth in the immediately preceding paragraph). As described above, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. Within 30 days of such Reversion Date, the Issuer must comply with the terms of the covenant described under "—Future guarantors."

        For purposes of the "—Dividend and other payment restrictions affecting restricted subsidiaries" covenant, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clause (a) or (b) of the first paragraph of that covenant entered into during the Suspension Period will be deemed to have been in effect on the Issue Date or Acquisition Date, as applicable, so that they are permitted under clause (1)(i) of the first paragraph under "—Dividend and other payment restrictions affecting restricted subsidiaries."

        For purposes of the "—Transactions with affiliates" covenant, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date or Acquisition Date, as applicable, for purposes of clause (6) of the second paragraph under "—Transactions with affiliates."

        For purposes of the "—Asset sales" covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

        There can be no assurance that the notes will ever achieve or maintain Investment Grade Ratings.

Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock

        The indenture provides that:

        (1)   the Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and

        (2)   the Issuer will not permit any of the Restricted Subsidiaries (other than any Guarantor) to issue any shares of Preferred Stock;

provided, however, that the Issuer and any Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the aggregate principal amount of Indebtedness incurred, and shares of Disqualified Stock and Preferred Stock issued, by Restricted Subsidiaries that are not Guarantors pursuant to this paragraph, together with any Refinancing Indebtedness thereof pursuant to

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clause (o) below, shall not exceed, the greater of $500 million and 3.5% of Total Assets at the time of Incurrence (plus, in the case of any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (o) below, the Additional Refinancing Amount).

        The foregoing limitations will not apply to:

        (a)   the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness (including under any Credit Agreement and the issuance and creation of letters of credit and bankers' acceptances thereunder) up to an aggregate principal amount outstanding at the time of Incurrence that does not exceed the greater of (x) $7,950 million and (y) the aggregate principal amount of Consolidated Total Indebtedness that at the time of Incurrence does not cause the Secured Leverage Ratio for the Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available, determined on a pro forma basis, to exceed 3.00 to 1.00; provided, that for purposes of determining the amount of Indebtedness that may be incurred under clause (a)(y) and for purposes of any subsequent calculation of the Secured Leverage Ratio, all Indebtedness incurred and outstanding under this clause (a) shall be treated as Secured Indebtedness;

        (b)   the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the notes issued on the Issue Date and the Guarantees thereof (including any exchange notes and the related Guarantees thereof);

        (c)   (i) the Incurrence of Indebtedness represented by the Initial 2020 Notes; and (ii) Indebtedness (other than Indebtedness described in clauses (a) and (b)) (x) of Dollar Tree or any Subsidiary of Dollar Tree in effect on the Issue Date or (y) of Family Dollar or any Subsidiary of Family Dollar in effect on the Acquisition Date, including, without limitation, the Existing Family Dollar Notes;

        (d)   (i) Indebtedness (including Capitalized Lease Obligations) Incurred by the Issuer or any Restricted Subsidiary, Disqualified Stock issued by the Issuer or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary to finance (whether prior to or within 360 days after) the acquisition, lease, construction, repair, replacement or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) and Attributable Debt in respect of any Sale/Leaseback Transaction (other than any Permitted Sale/Leaseback Transaction) in an aggregate principal amount that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock or Preferred Stock then outstanding and Incurred pursuant to this clause (d), together with any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (o) below, does not exceed the greater of $300 million and 2.25% of Total Assets at the time of Incurrence (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount) and (ii) Attributable Debt in respect of any Permitted Sale/Leaseback Transaction;

        (e)   Indebtedness Incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bank guarantees and similar instruments issued in the ordinary course of business, including without limitation letters of credit in respect of workers' compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental law or permits or licenses from Governmental Authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims;

        (f)    Indebtedness arising from agreements of the Issuer or any Restricted Subsidiary providing for indemnification, adjustment of acquisition or purchase price or similar obligations (including earn-outs), in each case, Incurred or assumed in connection with the Transactions, any Investments

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or any acquisition or disposition of any business, assets or a Subsidiary not prohibited by the indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

        (g)   Indebtedness of the Issuer to a Restricted Subsidiary or Disqualified Stock of the Issuer issued to a Restricted Subsidiary; provided that (except in respect of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management, Tax and accounting operations of the Issuer and its Subsidiaries) any such Indebtedness owed to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the obligations of the Issuer; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien but not the transfer thereof upon foreclosure) or shares of Disqualified Stock shall be deemed, in each case, to be an Incurrence of such Indebtedness or issuance of shares of Disqualified Stock, as applicable, not permitted by this clause (g);

        (h)   shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock or Disqualified Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock or Disqualified Stock not permitted by this clause (h);

        (i)    Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor (except in respect of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management, Tax and accounting operations of the Issuer and its Subsidiaries), such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (i);

        (j)    Hedging Obligations that are not incurred for speculative purposes;

        (k)   obligations (including reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts and similar instruments) in respect of performance, bid, appeal and surety bonds, completion guarantees and similar obligations provided by the Issuer or any Restricted Subsidiary in the ordinary course of business or consistent with past practice or industry practice;

        (l)    Indebtedness or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (l), together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (o) below, does not exceed the greater of $750 million and 5.50% of Total Assets at the time of Incurrence (plus, in the case of any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (o) below, the Additional Refinancing Amount); it being understood that any Indebtedness Incurred pursuant to this clause (l) shall cease to be deemed Incurred or outstanding

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for purposes of this clause (l) but shall be deemed Incurred for purposes of the first paragraph of this covenant from and after the first date on which the Issuer or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under the first paragraph of this covenant without reliance upon this clause (l);

        (m)  Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary and Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference at any time outstanding, together with Refinancing Indebtedness in respect thereof incurred pursuant to clause (o) hereof, not greater than 100.0% of the net cash proceeds received by the Issuer and its Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer (which proceeds are retained by the Issuer or contributed to the Issuer or a Restricted Subsidiary) or cash contributed to the capital of the Issuer (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from the Issuer or any of its Subsidiaries), to the extent such net cash proceeds or cash have not been applied to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the third paragraph of "—Limitation on restricted payments" or to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) and (3) of the definition thereof) (plus, in the case of any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (o) below, the Additional Refinancing Amount) (it being understood that any Indebtedness incurred pursuant to this clause (m) shall cease to be deemed incurred or outstanding for purposes of this clause (m) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Issuer or such Restricted Subsidiary, as the case may be, could have incurred such Indebtedness under the first paragraph of this covenant without reliance upon this clause (m));

        (n)   any guarantee by the Issuer or any Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any Restricted Subsidiary so long as the Incurrence of such Indebtedness Incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of the indenture; provided that (i) if such Indebtedness is by its terms subordinated in right of payment to the notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be subordinated in right of payment to the notes or such Guarantee, as applicable, substantially to the same extent as such Indebtedness is subordinated to the notes or the Guarantee, as applicable, and (ii) if such guarantee is of Indebtedness of the Issuer or any Guarantor, such guarantee is Incurred in accordance with, or not in contravention of, the covenant described under "—Future guarantors" solely to the extent such covenant is applicable;

        (o)   the Incurrence by the Issuer or any of the Restricted Subsidiaries of Indebtedness or Disqualified Stock, or by any Restricted Subsidiary of Preferred Stock, that serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph of this covenant and clauses (a)(y), (b), (c), (d), (l), (m), (o), (p) and (t) of this paragraph up to the outstanding principal amount (or, if applicable, the liquidation preference, face amount, or the like) or, if greater, committed amount (only to the extent the committed amount could have been Incurred on the date of initial Incurrence and was deemed Incurred at such time for the purposes of this covenant) of such Indebtedness or Disqualified Stock or Preferred Stock, in each case at the time such Indebtedness was Incurred or Disqualified Stock or Preferred Stock was issued pursuant to the first paragraph of this covenant or clauses (a)(y), (b), (c), (d), (l), (m), (o), (p) and (t) of this paragraph, or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, plus any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums (including tender premiums), accrued and unpaid

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interest, expenses, underwriting discounts, commissions, defeasance costs and fees in connection therewith (subject to the following proviso, "Refinancing Indebtedness") prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

        (1)   has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced or defeased and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock being refunded or refinanced that were due on or after the date that is one year following the last maturity date of any notes then outstanding were instead due on such date (provided that this subclause (1) will not apply to any refunding or refinancing of any Secured Indebtedness);

        (2)   to the extent such Refinancing Indebtedness refinances (a) Indebtedness that by its terms is subordinated in right of payment to the notes or a Guarantee, as applicable, such Refinancing Indebtedness is by its terms subordinated in right of payment to the notes or the Guarantee, as applicable, or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; and

        (3)   shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness of the Issuer or a Guarantor, or (y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;

        (p)   Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or any Restricted Subsidiary Incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or are merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary in accordance with the terms of the indenture (so long as such Indebtedness, Disqualified Stock or Preferred Stock is not Incurred in contemplation of such acquisition, merger, consolidation or amalgamation); provided that after giving effect to such acquisition or merger, consolidation or amalgamation, either:

        (1)   the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant; or

        (2)   the Fixed Charge Coverage Ratio of the Issuer would be no less than immediately prior to such acquisition or merger, consolidation or amalgamation;

        (q)   Indebtedness Incurred in connection with a Securitization Financing that is not recourse to the Issuer or any Restricted Subsidiary other than a Securitization Subsidiary (except for Standard Securitization Undertakings);

        (r)   Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its Incurrence;

        (s)   Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to Bank Indebtedness, in a principal amount not in excess of the stated amount of such letter of credit;

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        (t)    Indebtedness of Restricted Subsidiaries that are not Guarantors; provided, however, that the aggregate principal amount for all such Indebtedness that, when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (t), together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (o) above, does not exceed the greater of $500 million and 3.5% of Total Assets at the time of Incurrence (plus, in the case of any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (o) above, the Additional Refinancing Amount) (it being understood that any Indebtedness incurred pursuant to this clause (t) shall cease to be deemed Incurred or outstanding for purposes of this clause (t) but shall be deemed Incurred for the purposes of the first paragraph of this covenant from and after the first date on which such Restricted Subsidiary could have Incurred such Indebtedness under the first paragraph of this covenant without reliance upon this clause (t));

        (u)   Indebtedness of the Issuer or any Restricted Subsidiary consisting of (1) the financing of insurance premiums or (2) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

        (v)   Indebtedness consisting of Indebtedness of the Issuer or a Restricted Subsidiary to current or former officers, directors and employees of the Issuer, any direct or indirect parent of the Issuer or any of either's Subsidiaries, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent of the Issuer to the extent described in clause (4) of the third paragraph of the covenant described under "—Limitation on restricted payments";

        (w)  Indebtedness in respect of Obligations of the Issuer or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedging Obligations;

        (x)   Indebtedness of, incurred on behalf of, or representing guarantees of Indebtedness of joint ventures, subject to compliance with the covenant described under "—Limitation on restricted payments"; and

        (y)   Indebtedness of the Issuer or any Restricted Subsidiary to or on behalf of any joint venture (regardless of the form of legal entity) that is not a Restricted Subsidiary arising in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance arrangements) of the Issuer and its Restricted Subsidiaries.

        For purposes of determining compliance with this covenant,

        (1)   in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (a) through (y) above or is entitled to be Incurred pursuant to the first paragraph of this covenant, then the Issuer may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this covenant, provided that Indebtedness outstanding under a Credit Agreement entered into on or prior to the Acquisition Date (and any secured Indebtedness representing a refinancing of such Indebtedness) shall be incurred under clause (a) above and may not be reclassified; and

        (2)   (A) in connection with any Limited Condition Acquisition, at the option of the Issuer by written notice to the Trustee, any Indebtedness and/or Lien Incurred to finance such Limited Condition Acquisition shall be deemed to have been Incurred on the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into (and not at the time

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such Limited Condition Acquisition is consummated) and the Fixed Charge Coverage Ratio and/or the Secured Leverage Ratio shall be tested (x) in connection with such Incurrence, as of the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into, giving pro forma effect to such Limited Condition Acquisition, to any such Indebtedness or Lien, and to all transactions in connection therewith and (y) in connection with any other Incurrence after the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into and prior to the earlier of the consummation of such Limited Condition Acquisition or the termination of such definitive agreement prior to the Incurrence, both (i) on the basis set forth in clause (x) above and (ii) without giving effect to such Limited Condition Acquisition or the Incurrence of any such Indebtedness or Liens or the other transactions in connection therewith, and

        (B)  in connection with obtaining any commitment with respect to any Indebtedness to be incurred under clause (a)(y) of the second paragraph of this covenant, the Issuer may, by written notice to the Trustee at any time prior to the actual Incurrence of such Indebtedness, designate such commitment (any such commitment so designated, a "Designated Commitment") as being Indebtedness Incurred on the date of such notice in an amount equal to such Designated Commitment (or, at the Issuer's option, if such Designated Commitment has been permanently reduced other than as a result of the Incurrence of funded Indebtedness thereunder, such reduced amount), in which case Indebtedness in such amount shall be deemed to have been Incurred on the date of such notice and shall thereafter be deemed to be outstanding Secured Indebtedness for purposes of any subsequent calculation of the Secured Leverage Ratio, and subsequent borrowings and prepayments under such Designated Commitment shall be disregarded for all purposes of the covenant described above and the covenant set forth under "—Certain covenants—Liens" below until the date such Designated Commitment is terminated.

        Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, amortization of original issue discount, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Where any Indebtedness of any Person other than the Issuer and its Restricted Subsidiaries is guaranteed by one or more of the Issuer and its Restricted Subsidiaries, the aggregate amount of Indebtedness of the Issuer and its Restricted Subsidiaries deemed to be Incurred or outstanding as a result of all such guarantees shall not exceed the amount of such guaranteed Indebtedness. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount (or, if applicable, the liquidation preference, face amount, or the like) of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt. However, if the Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and the refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of the refinancing, the U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount (or, if applicable, the liquidation preference, face amount, or the like) of the refinancing Indebtedness does

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not exceed the principal amount (or, if applicable, the liquidation preference, face amount, or the like) of the Indebtedness being refinanced, plus any additional Indebtedness Incurred to pay premiums (including tender premiums), accrued and unpaid interest, expenses, underwriting discounts, commissions, defeasance costs and fees in connection therewith.

        Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries may Incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. The principal amount (or, if applicable, the liquidation preference, face amount, or the like) of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which the respective Indebtedness is denominated that is in effect on the date of the refinancing.

Limitation on restricted payments

        The indenture provides that, from and after the consummation of the Acquisition on the Acquisition Date, the Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

        (1)   declare or pay any dividend or make any distribution on account of any of the Issuer's or any of its Restricted Subsidiaries' Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving the Issuer (other than (A) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

        (2)   purchase or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

        (3)   make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness of the Issuer or any Guarantor (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (g) and (i) of the second paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"); or

        (4)   make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of such Restricted Payment:

        (a)   no Default shall have occurred and be continuing or would occur as a consequence thereof;

        (b)   immediately after giving effect to such transaction on a pro forma basis, the Issuer could Incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; and

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        (c)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Acquisition Date (including Restricted Payments permitted by clauses (1) (to the extent that such Restricted Payment would have reduced the Cumulative Credit if made at the date of the declaration or giving of notice referred to therein and without duplication of any such reduction), (2)(c) (to the extent that the reference to clause (6) therein operates by reference to clause (6)(b)), (6)(b) and (8) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the amount equal to the Cumulative Credit.

        "Cumulative Credit" means the sum of (without duplication):

        (1)   (a) $250 million plus (b) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from February 1, 2015 to the end of the Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

        (2)   100% of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash, received by the Issuer after the Issue Date (other than net proceeds to the extent such net proceeds have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to clause (m) of the second paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock") from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer (excluding Refunding Capital Stock, Designated Preferred Stock, Excluded Contributions, Disqualified Stock and Equity Interests issued pursuant to the Acquisition Agreement), including Equity Interests issued upon exercise of warrants or options (other than an issuance or sale to the Issuer or a Restricted Subsidiary), plus

        (3)   100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash received by the Issuer after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, Disqualified Stock and Equity Interests issued pursuant to the Acquisition Agreement and other than contributions to the extent such contributions have been used to incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to clause (m) of the second paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"), plus

        (4)   100% of the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock of the Issuer or any Restricted Subsidiary issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests in the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer (provided, in the case of any such parent, such Indebtedness or Disqualified Stock is retired or extinguished), plus

        (5)   100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash received by the Issuer or any Restricted Subsidiary (and 100% of the amount of the reduction in the amount of any guarantee by the Issuer or any Restricted Subsidiary to the extent the provision of such guarantee constituted a Restricted Payment) from:

        (A)  the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted

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Subsidiaries by any Person (other than the Issuer or any Restricted Subsidiary) and from repayments of loans or advances, and releases of guarantees, which constituted Restricted Investments,

        (B)  the sale (other than to the Issuer or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or

        (C)  a distribution or dividend from an Unrestricted Subsidiary,

in the case of each of subclauses (A), (B), and (C), other than to the extent that the ability of the Issuer and its Restricted Subsidiaries to make Restricted Payments or Permitted Investments would otherwise be increased by the receipt of such amount of cash or property or the release of such guarantee, plus

        (6)   in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into the Issuer or a Restricted Subsidiary, the Fair Market Value (as determined in good faith by the Issuer) of the Investment of the Issuer or the Restricted Subsidiaries in such Unrestricted Subsidiary (which, if the Fair Market Value of such Investment shall exceed $50 million, shall be determined by the Board of Directors of the Issuer) at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) (other than in each case to the extent that the ability of the Issuer and its Restricted Subsidiaries to make Restricted Payments or Permitted Investments would otherwise be increased by such redesignation).

        The foregoing provisions will not prohibit:

        (1)   the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration or giving notice thereof, if at the date of declaration or the giving notice of such irrevocable redemption, as applicable, such payment would have complied with the provisions of the indenture;

        (2)   (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests ("Retired Capital Stock") or Subordinated Indebtedness of the Issuer, or any direct or indirect parent of the Issuer or any Guarantor in exchange for, or out of the proceeds of, the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Issuer) (collectively, including any such contributions, "Refunding Capital Stock");

        (b)   the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of Refunding Capital Stock; and

        (c)   if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph and not made pursuant to clause (2)(b), the declaration and payment of dividends on the Refunding Capital Stock in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Retired Capital Stock immediately prior to such retirement;

        (3)   the redemption, repurchase, defeasance, or other acquisition or retirement of Subordinated Indebtedness of the Issuer or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor,

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which is Incurred in accordance with the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" so long as:

        (a)   the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable), plus any accrued and unpaid interest, of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired, plus any tender premiums, plus any defeasance costs, fees, underwriting discounts, commissions and expenses incurred in connection therewith),

        (b)   such Indebtedness is subordinated to the notes or the related Guarantee of such Guarantor, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value,

        (c)   such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (y) 91 days following the last maturity date of any notes then outstanding, and

        (d)   such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Subordinated Indebtedness being redeemed, repurchased, defeased, acquired or retired that were due on or after the date that is one year following the last maturity date of any notes then outstanding were instead due on such date;

        (4)   a Restricted Payment to pay for the repurchase, retirement or other acquisition for value of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by any future, present or former employee, director, officer or consultant of the Issuer, any Subsidiary of the Issuer or any direct or indirect parent of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed $25 million in any calendar year, with unused amounts in any calendar year being permitted to be carried over to the immediately succeeding calendar year; provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed:

        (a)   the cash proceeds received by the Issuer or any of the Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to employees, directors, officers or consultants of the Issuer, any Restricted Subsidiary or any direct or indirect parent of the Issuer that occurs after the Acquisition Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under "—Limitation on Restricted Payments"), plus

        (b)   the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) or the Restricted Subsidiaries after the Acquisition Date;

provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (a) and (b) above in any calendar year; provided, further, that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any present or former

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employees, directors, officers or consultants of the Issuer, or any Restricted Subsidiary or any direct or indirect parent of the Issuer in connection with a repurchase of Equity Interests of the Issuer or any direct or indirect parent of the Issuer will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the indenture;

        (5)   the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary issued or incurred in accordance with the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (6)   (a) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Acquisition Date; and

        (b)   the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a) and (b) above of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or Refunding Capital Stock, after giving effect to such issuance (and the payment of dividends or distributions and treating such Designated Preferred Stock or Refunding Capital Stock as Indebtedness for borrowed money for such purpose) on a pro forma basis (including a pro forma application of the net proceeds therefrom), the Issuer would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

        (7)   [reserved];

        (8)   the payment of dividends on the Issuer's Capital Stock of up to 3% per annum of Market Capitalization;

        (9)   Restricted Payments that are made with (or in an aggregate amount that does not exceed the aggregate amount of) Excluded Contributions;

        (10) other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (10) that are at that time outstanding, not to exceed the greater of $750 million and 5.50% of Total Assets as of the date such Restricted Payment is made;

        (11) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries;

        (12) [reserved];

        (13) [reserved];

        (14) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

        (15) purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Securitization Financing and the payment or distribution of Securitization Fees;

        (16) Restricted Payments by the Issuer or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

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        (17) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions "—Change of control" and "—Asset sales"; provided that all notes tendered by holders of the notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

        (18) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, that complies with the covenant described under "—Merger, amalgamation, consolidation or sale of all or substantially all assets"; provided that as a result of such consolidation, amalgamation, merger or transfer of assets, the Issuer shall have made a Change of Control Offer (if required by the indenture) and that all notes tendered by holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value;

        (19) any Restricted Payment used to fund the Transactions and the payment of fees and expenses incurred in connection with the Transactions or owed by the Issuer or any direct or indirect parent of the Issuer or the Restricted Subsidiaries to Affiliates, and any other payments made in connection with the consummation of the Transactions, whether payable on the Issue Date or thereafter, in each case to the extent permitted by the covenant described under "—Transactions with affiliates";

        (20) any Restricted Payment made under the Acquisition Documents as in effect on the Issue Date, together with such amendments, modifications and waivers that are (i) not materially adverse to the holders of the notes in their capacities as such, as determined in good faith by the Issuer or (ii) consented to by the holders of a majority in principal amount of the notes outstanding; and

        (21) other Restricted Payments; provided that the Consolidated Total Net Leverage Ratio of the Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available, determined on a pro forma basis, is less than 3.50 to 1.00;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (8), (10), (11) and (21), no Default shall have occurred and be continuing or would occur as a consequence thereof; provided, further, that any Restricted Payments made with property other than cash shall be calculated using the Fair Market Value (as determined in good faith by the Issuer) of such property.

        As of the Acquisition Date, all of the Subsidiaries of the Issuer will be Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of "Unrestricted Subsidiary." For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of "Investments." Such designation will only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

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Dividend and other payment restrictions affecting subsidiaries

        The indenture provides that the Issuer will not, and will not permit any Material Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Material Subsidiary to:

        (a)   pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary (1) on its Capital Stock, or (2) with respect to any other interest or participation in, or measured by, its profits; or

        (b)   make loans or advances to the Issuer or any Restricted Subsidiary that is a direct or indirect parent of such Material Subsidiary;

except in each case for such encumbrances or restrictions existing under or by reason of:

        (1)   (i) contractual encumbrances or restrictions (x) of Dollar Tree or any Subsidiary of Dollar Tree in effect on the Issue Date or (y) of Family Dollar or any Subsidiary of Family Dollar in effect on the Acquisition Date, (ii) contractual encumbrances or restrictions pursuant to the Existing Family Dollar Notes Indenture, the notes issued pursuant thereto and the guarantees thereof, or the 2020 Notes Indenture, the notes issued pursuant thereto (including the Initial 2020 Notes) and the guarantees thereof and (iii) contractual encumbrances or restrictions pursuant to the Credit Agreement, the other Credit Agreement Documents and, in each case, any similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;

        (2)   the indenture, the notes (and any exchange notes) or the Guarantees;

        (3)   applicable law or any applicable rule, regulation or order;

        (4)   any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

        (5)   contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary;

        (6)   Secured Indebtedness otherwise permitted to be Incurred pursuant to the covenants described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and "—Liens" that limit the right of the debtor to dispose of the assets securing such Indebtedness;

        (7)   restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

        (8)   customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

        (9)   purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business;

        (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business;

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        (11) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts;

        (12) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Securitization Financing;

        (13) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer's ability to make anticipated principal or interest payments on the notes (as determined in good faith by the Issuer), provided that in each case such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred by the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (14) any Restricted Investment not prohibited by the covenant described under "—Limitation on restricted payments" and any Permitted Investment; or

        (15) any encumbrances or restrictions of the type referred to in clauses (a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

        For purposes of determining compliance with this covenant, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Asset sales

        The indenture provides that the Issuer will not, and will not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale (other than any Permitted Regulatory Sale), unless (x) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of, and (y), at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of each of the following shall be deemed to be Cash Equivalents for purposes of this provision:

        (a)   any liabilities (as shown on the Issuer or a Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Issuer or a Restricted Subsidiary (other than liabilities that are by their terms subordinated to the notes or any Guarantee) that are assumed by the transferee of any such assets or that are otherwise canceled or terminated in connection with the transaction with such transferee,

        (b)   any notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof (to the extent of the cash received),

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        (c)   Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and each Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale,

        (d)   consideration consisting of Indebtedness of the Issuer or any Restricted Subsidiary (other than Subordinated Indebtedness) received after the Acquisition Date from Persons who are not the Issuer or any Restricted Subsidiary, and

        (e)   any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this clause (e) that is at that time outstanding, not to exceed the greater of $300 million and 2.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

        Within 365 days after the Issuer or any Restricted Subsidiary's receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option:

        (1)   to repay, repurchase or redeem (i) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness that is secured by a Lien permitted under the indenture (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (ii) Indebtedness of a Restricted Subsidiary that is not a Guarantor, (iii) Obligations under the notes as provided under "—Optional redemption," through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof or, in the event that the notes were issued with significant original issue discount, 100% of the accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that the notes were issued with significant original issue discount, 100% of the accreted value thereof) or (iv) other Pari Passu Indebtedness (provided that if the Issuer or any Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (iv), the Issuer will reduce the Notes Obligations as provided under clause (iii) pro rata based on the total principal amount of notes and other Pari Passu Indebtedness outstanding), in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; or

        (2)   to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), assets, or property or capital expenditures, in each case (a) used or useful in a Similar Business or (b) that replace the properties and assets that are the subject of such Asset Sale or to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed.

        In the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the 12-month anniversary of the date of the receipt of such Net Proceeds; provided that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless the Issuer or such Restricted Subsidiary enters into another binding commitment (a "Second Commitment") within six months of such cancellation or termination of the prior binding commitment; provided, further, that the Issuer or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale and to the extent such Second Commitment is later canceled or terminated for any reason before

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such Net Proceeds are applied or are not applied within 180 days of such Second Commitment, then such Net Proceeds shall constitute Excess Proceeds.

        Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or invest such Net Proceeds in any manner not prohibited by the indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the second paragraph of this covenant (it being understood that any portion of such Net Proceeds used to make an offer to purchase notes, as described in clause (1) above, shall be deemed to have been so applied whether or not such offer is accepted) will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $150 million, the Issuer shall make an offer to all holders of notes (and, at the option of the Issuer, to holders of any other Pari Passu Indebtedness) (an "Asset Sale Offer") to purchase the maximum principal amount of notes (and such other Pari Passu Indebtedness) that is at least $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event the notes or other Pari Passu Indebtedness were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or, in respect of such other Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such other Pari Passu Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in the indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceeds $150 million by mailing, or delivering electronically if the notes are held by DTC, the notice required pursuant to the terms of the indenture, with a copy to the Trustee. To the extent that the aggregate amount of notes (and such other Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited by the indenture. If the aggregate principal amount of notes (and such other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee, upon receipt of written notice from the Issuer of the aggregate principal amount to be selected, shall select the notes (but not such other Pari Passu Indebtedness) to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the indenture by virtue thereof.

        If more notes (and such other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such notes (but not such other Pari Passu Indebtedness) for purchase will be made by the Trustee on a pro rata basis or by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with the requirements of DTC, if applicable); provided that no notes of $2,000 or less shall be purchased in part. Selection of such other Pari Passu Indebtedness will be made pursuant to the terms of such other Pari Passu Indebtedness.

        Notices of an Asset Sale Offer shall be mailed by the Issuer by first class mail, postage prepaid, or delivered electronically if the notes are held by DTC, at least 30 days but not more than 60 days before the purchase date to each holder of notes at such holder's registered address. If any note is to be purchased in part only, any notice of purchase that relates to such note shall state the portion of the principal amount thereof that has been or is to be purchased.

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Transactions with affiliates

        The indenture provides that the Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an "Affiliate Transaction") involving aggregate consideration in excess of $25 million, unless:

        (a)   such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

        (b)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer, approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above.

        The foregoing provisions will not apply to the following:

        (1)   transactions between or among the Issuer and/or any of the Restricted Subsidiaries (or an entity that becomes the Issuer or a Restricted Subsidiary as a result of such transaction) and any merger, consolidation or amalgamation of the Issuer and any direct parent of the Issuer; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of the indenture and effected for a bona fide business purpose;

        (2)   Restricted Payments permitted by the provisions of the indenture described above under the covenant "—Limitation on restricted payments" and Permitted Investments;

        (3)   the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Issuer, any Restricted Subsidiary, or any direct or indirect parent of the Issuer;

        (4)   transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

        (5)   payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors of the Issuer in good faith;

        (6)   any agreement (x) of Dollar Tree or any Subsidiary of Dollar Tree as in effect on the Issue Date or (y) of Family Dollar or any Subsidiary of Family Dollar as in effect on the Acquisition Date, in each case, or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the notes in any material respect than the original agreement as in effect on the Issue Date or Acquisition Date, as applicable) or any transaction contemplated thereby as determined in good faith by the Issuer;

        (7)   the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of any stockholders or limited liability company agreement (including any registration rights agreement or purchase agreement related thereto) to which Dollar Tree or any Subsidiary of Dollar Tree is a party as of the Issue Date or Family Dollar or any Subsidiary of

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Family Dollar is a party as of the Acquisition Date, and any transaction, agreement or arrangement described in the Offering Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date or Acquisition Date, as applicable, shall only be permitted by this clause (7) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date or Acquisition Date, as applicable, as determined in good faith by the Issuer;

        (8)   the execution of the Transactions, and the payment of all fees, expenses, bonuses and awards related to the Transactions;

        (9)   (a) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture, which are fair to the Issuer and its Restricted Subsidiaries in the reasonable determination of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm;

        (10) any transaction effected as part of a Securitization Financing;

        (11) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person;

        (12) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer, or the Board of Directors of a Restricted Subsidiary, as appropriate, in good faith;

        (13) [reserved];

        (14) any contribution to the capital of the Issuer;

        (15) transactions permitted by, and complying with, the provisions of the covenant described under "—Merger, amalgamation, consolidation or sale of all or substantially all assets";

        (16) transactions between the Issuer or any Restricted Subsidiary and any Person, a director of which is also a director of the Issuer, any Restricted Subsidiary or any direct or indirect parent of the Issuer; provided, however, that such Person abstains from voting as a director of the Issuer, such Restricted Subsidiary or such direct or indirect parent of the Issuer, as the case may be, on any matter involving such Person;

        (17) pledges of Equity Interests of Unrestricted Subsidiaries;

        (18) the formation and maintenance of any consolidated group or subgroup for Tax, accounting or cash pooling or management purposes in the ordinary course of business;

        (19) any employment agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

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        (20) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officers' Certificate) for the purpose of improving the consolidated Tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in the indenture;

        (21) [reserved]; and

        (22) any purchase by the Issuer or its Affiliates of Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any of the Restricted Subsidiaries; provided that such purchases are on the same terms as such purchases by such Persons who are not the Issuer's Affiliates.

Liens

        The indenture provides that the Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (except Permitted Liens) on any asset or property of the Issuer or any Restricted Subsidiary securing Indebtedness of the Issuer or a Restricted Subsidiary unless the notes and the Guarantees are equally and ratably secured with (or, at the Issuer's election, on a senior basis to) the obligations so secured until such time as such obligations are no longer secured by a Lien; provided that any such security shall be on a senior basis to any such Indebtedness that is by its terms subordinated in right of payment to the notes.

        Any Lien that is granted to secure the notes or any Guarantee under the preceding paragraph shall be automatically released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the notes or such Guarantee.

        For purposes of determining compliance with this covenant, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of Permitted Liens (or any portion thereof) described in the definition of "Permitted Liens" or pursuant to the first paragraph of this covenant but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in the definition of "Permitted Liens" or pursuant to the first paragraph of this covenant, the Issuer may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in one of the categories of permitted Liens (or any portion thereof) described in the definition of "Permitted Liens" or pursuant to the first paragraph of this covenant and, in such event, such Lien securing such item of Indebtedness (or any portion thereof) will be treated as being Incurred or existing pursuant to only such clause or clauses (or any portion thereof) or pursuant to the first paragraph hereof.

        With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness described in clause (11) of the definition of "Indebtedness."

Reports and other information

        The indenture provides that so long as any notes are outstanding thereunder the Issuer will file with the SEC (and furnish to the Trustee and holders with copies thereof, without cost to each holder) the following:

        (1)   within the time periods specified in the SEC's rules and regulations, an annual report with the SEC on Form 10-K (or any successor comparable form);

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        (2)   within the time periods specified in the SEC's rules and regulations, a quarterly report with the SEC on Form 10-Q (or any successor comparable form); and

        (3)   promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time periods specified in the SEC's rules and regulations), current reports with the SEC on Form 8- K (or any successor comparable form).

        If the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. If the SEC will not accept the Issuer's filings for any reason, the Issuer will furnish the reports referred to in the preceding paragraphs to the Trustee within the time periods that would apply if the Issuer were required to file those reports with the SEC. The Issuer will not take any action for the purpose of causing the SEC not to accept any such filings. In addition to providing such information to the Trustee, the Issuer shall make available the information required to be provided pursuant to clauses (1) through (3) of this paragraph, by posting such information to its website or on IntraLinks or any comparable online data system or website.

        If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly information required by clause (1) of the first paragraph of this covenant shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.

        In the event that the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity's level on a consolidated basis, the indenture permits the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in a reasonable level of detail, the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand.

        In addition, the Issuer has agreed that, for so long as any notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, it will furnish to the holders of the notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with (or furnished such reports to) the SEC via the EDGAR filing system and such reports are publicly available.

        Delivery of any reports, information and documents to the Trustee will be for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any of its covenants hereunder (as to which the Trustee will be entitled to rely exclusively on Officers' Certificates).

Future Guarantors

        The indenture provides that the Issuer will cause each of its Wholly Owned Domestic Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the credit

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agreement described in clause (i) of the definition of "Credit Agreement" (or any refinancing thereof) or that guarantees any other Capital Markets Indebtedness of the Issuer or any of the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee the Guaranteed Obligations.

        Each Guarantee shall be released in accordance with the provisions of the indenture described under "—Guarantees."

Merger, amalgamation, consolidation or sale of all or substantially all assets

        The indenture provides that the Issuer may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

        (1)   the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger or winding up (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (collectively, the "Permitted Jurisdictions", and the Issuer or such Person, as the case may be, being herein called the "Successor Company"); provided that in the event that the Successor Company is not a corporation or limited liability company, a co-obligor of the notes is a corporation or limited liability company;

        (2)   the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under the indenture, the notes and the Registration Rights Agreement (to the extent any obligations of the Issuer thereunder remain outstanding) pursuant to supplemental indentures or other applicable documents or instruments in form reasonably satisfactory to the Trustee;

        (3)   immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

        (4)   immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of the Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either

        (A)  the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; or

        (B)  the Fixed Charge Coverage Ratio of the Issuer would be no less than such ratio immediately prior to such transaction;

        (5)   if the Issuer is not the Successor Company, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the indenture and the notes; and

        (6)   the Successor Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with the indenture.

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        The Successor Company (if other than the Issuer) will succeed to, and be substituted for, the Issuer under the indenture and the notes, and in such event (other than in connection with a lease) the Issuer will automatically be released and discharged from its obligations under the indenture and the notes. Notwithstanding the foregoing clauses (3) and (4), (a) the Issuer may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to a Restricted Subsidiary, provided that (x) after giving effect to such transaction, no Default shall have occurred and be continuing and (y) the Issuer is the Successor Company, and (b) the Issuer may merge, consolidate or amalgamate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Issuer in any Permitted Jurisdiction, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. This "—Merger, amalgamation, consolidation or sale of all or substantially all assets" will not restrict a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries.

        The indenture further provides that, except in connection with the Acquisition Merger, subject to certain limitations in the indenture governing release of a Guarantee, no Guarantor will, and the Issuer will not permit any such Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

        (1)   either (a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger or winding up (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a company, corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof) (such Guarantor or such Person, as the case may be, being herein called the "Successor Person") and the Successor Person (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under the indenture, the Registration Rights Agreement (to the extent any obligations of such Guarantor thereunder remain outstanding), and its Guarantee pursuant to a supplemental indenture or other applicable documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale, assignment, transfer, lease, conveyance or other disposition or consolidation, amalgamation or merger is not in violation of the covenant described above under the caption "—Certain covenants—Asset sales"; and

        (2)   the Successor Person (if other than such Guarantor) shall have delivered or caused to be delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the indenture.

        Subject to certain limitations described in the indenture, the Successor Person (if other than such Guarantor) will succeed to, and be substituted for, such Guarantor under the indenture and its Guarantee, and such Guarantor will automatically be released and discharged from its obligations under the indenture and its Guarantee. Notwithstanding the foregoing, (1) a Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in a Permitted Jurisdiction so long as the amount of Indebtedness of such Guarantor is not increased thereby and (2) a Guarantor may consolidate, amalgamate or merge with or into or wind up into, liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to, the Issuer or any Guarantor.

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Defaults

        An "Event of Default" is defined in the indenture as:

        (1)   a default in any payment of interest (including any additional interest) on any note when due, continued for 30 days;

        (2)   a default in the payment of principal or premium, if any, of any note when due at its Stated Maturity, upon redemption (including on a Special Mandatory Redemption Date), required repurchase or otherwise;

        (3)   failure by the Issuer for 90 days after receipt of written notice given by the Trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding (with a copy to the Trustee) to comply with any of its obligations, covenants or agreements contained in the provisions of the indenture described in "—Certain covenants—Reports and other information";

        (4)   the failure by the Issuer or any Restricted Subsidiary for 60 days after written notice given by the Trustee or the holders of not less than 25% in principal amount of the notes then outstanding (with a copy to the Trustee) to comply with its other obligations, covenants or agreements (other than a default referred to in clauses (1), (2) and (3) above) contained in the notes or the indenture;

        (5)   the failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay any Indebtedness (other than Indebtedness owing to the Issuer or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $100 million or its foreign currency equivalent (the "cross-acceleration provision");

        (6)   certain events of bankruptcy, insolvency or reorganization of the Issuer or a Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) (the "bankruptcy provisions");

        (7)   failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $100 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days (the "judgment default provision"); or

        (8)   the Guarantee of a Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) with respect to the notes ceases to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor that qualifies as a Significant Subsidiary (or any group of Guarantors that together would constitute a Significant Subsidiary) denies or disaffirms its obligations under the indenture or any Guarantee with respect to the notes and such Default continues for 10 days.

        The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

        However, a default under clause (3) or (4) will not constitute an Event of Default until the Trustee or the holders of at least 25% in principal amount of outstanding notes notify the Issuer, with a copy to the Trustee, of the default and the Issuer fails to cure such default within the time specified in clause (3) or (4) hereof, as applicable, after receipt of such notice.

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        If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the holders of at least 25% in principal amount of outstanding notes by notice to the Issuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occurs, the principal of, premium, if any, and interest on all the notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of outstanding notes may rescind any such acceleration with respect to the notes and its consequences.

        In the event of any Event of Default specified in clause (5) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers' Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the notes as described above be annulled, waived or rescinded upon the happening of any such events.

        In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the indenture or the notes unless:

        (1)   such holder has previously given the Trustee written notice that an Event of Default is continuing,

        (2)   holders of at least 25% in principal amount of the outstanding notes have requested the Trustee to pursue the remedy,

        (3)   such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense,

        (4)   the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and

        (5)   the holders of a majority in principal amount of the outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

        Subject to certain restrictions, the holders of a majority in principal amount of outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the indenture, the Trustee will be entitled to indemnification satisfactory to it against all losses and expenses caused by taking or not taking such action.

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        The indenture provides that if a Default occurs and is continuing and is actually known to a Trust Officer of the Trustee, the Trustee must mail, or deliver electronically if the notes are held by DTC, to each holder of the notes notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any note, the Trustee may withhold notice if and so long as it determines that withholding notice is in the interests of the noteholders. In addition, the Issuer is required to deliver to the Trustee, annually, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuer also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Issuer is taking or proposes to take in respect thereof.

Amendments and waivers

        Subject to certain exceptions, the indenture, the notes and the Guarantees may be amended with the consent of the holders of a majority in principal amount of the notes then outstanding and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the notes then outstanding. However, without the consent of each holder of an outstanding note affected, no amendment may:

        (1)   reduce the amount of notes whose holders must consent to an amendment;

        (2)   reduce the rate of or extend the time for payment of interest on any note;

        (3)   reduce the principal of or change the Stated Maturity of any note;

        (4)   reduce the premium payable upon the redemption of any note or change the time at which any note may be redeemed as described under "—Optional redemption" above;

        (5)   make any note payable in money other than that stated in such note;

        (6)   expressly subordinate the notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor;

        (7)   impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder's notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's notes;

        (8)   make any change in the amendment provisions which require each holder's consent or in the waiver provisions;

        (9)   amend or waive the Issuer's obligation to redeem the notes through the special mandatory redemption in a manner that would materially adversely affect the holders of the notes; or

        (10) except for any release contemplated by the third paragraph of "—Guarantees", release all or substantially all of the Guarantors from their respective Guarantees.

        Without the consent of any holder, the Issuer and the Trustee may amend the indenture, the notes or the Guarantees to cure any ambiguity, omission, mistake, defect or inconsistency, to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under the indenture and the notes, to provide for the assumption by a Successor Person (with respect to any Guarantor) of the obligations of a Guarantor under the indenture and its Guarantee, to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code), to add a Guarantee or collateral with respect to the notes, to release the Guarantee of a Guarantor as provided in the

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indenture, to secure the notes, to add to the covenants of the Issuer for the benefit of the holders or to surrender any right or power conferred upon the Issuer, to make any change that does not adversely affect the rights of any holder in any material respect, to conform the text of the indenture, Guarantees or the notes to any provision of the section entitled "Description of 2023 notes" in the Offering Memorandum to the extent that such provision in such "Description of 2023 notes" was intended by the Issuer to be a verbatim recitation of a provision of the indenture, Guarantees or the notes, as applicable, as stated in an Officers' Certificate of the Issuer, to comply with any requirement of the SEC in connection with the qualification of the indenture under the TIA or to effect any provision of the indenture or to make changes to the indenture to provide for the issuance of additional notes.

        The consent of the noteholders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

No personal liability of directors, officers, employees, managers and stockholders

        No director, officer, employee, manager or incorporator of the Issuer, any Guarantor or any direct or indirect parent company of the Issuer or any Guarantor and no holder of any Equity Interests in the Issuer, any Guarantor or any direct or indirect parent company of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or any Guarantor under the notes, the indenture or the Guarantees, as applicable, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Transfer and exchange

        A noteholder may transfer or exchange notes in accordance with the indenture. Upon any transfer or exchange, the registrar and the Trustee may require a noteholder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a noteholder to pay any taxes payable on transfer that are required by law and permitted by the indenture. The Issuer is not required to transfer or exchange any notes selected for redemption or to transfer or exchange any notes for a period of 15 days prior to the mailing of a notice of redemption of notes to be redeemed. The notes will be issued in registered form and the registered holder of a note will be treated as the owner of such note for all purposes.

        The Issuer will keep a register of holders of its notes at its registered office (the "Register"). Ownership in respect of notes issued by the Issuer passes solely upon registration of the transfer of notes in the Register. In the case of a conflict between a register of notes held by an agent of the Issuer and the Register, the Register will prevail.

Satisfaction and discharge

        The indenture will be discharged and will cease to be of further effect (except as to surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of notes, as expressly provided for in the indenture) as to all outstanding notes when:

        (1)   either (a) all the notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the notes (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year or (iii) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for

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the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the notes to, but excluding, the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

        (2)   the Issuer and/or the Guarantors have paid all other sums payable under the indenture; and

        (3)   the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with.

Defeasance

        The Issuer at any time may terminate all of its obligations under the notes and the indenture with respect to the holders of the notes ("legal defeasance"), except for certain obligations, including those respecting the defeasance trust (as defined below) and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes. The Issuer at any time may terminate its obligations under the covenants described under "—Certain covenants" for the benefit of the holders of the notes, the operation of the cross-acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries, the judgment default provision described under "—Defaults" (but only to the extent that those provisions relate to the Defaults with respect to the notes) and the undertakings and covenants contained under "—Change of control" and "—Merger, amalgamation, consolidation or sale of all or substantially all assets" ("covenant defeasance") for the benefit of the holders of the notes. If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee.

        The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5), (6) (with respect only to Significant Subsidiaries), (7) or (8) under "—Defaults" or because of the failure of the Issuer to comply with clause (4) under "—Merger, amalgamation, consolidation or sale of all or substantially all assets."

        In order to exercise the defeasance option, the Issuer must irrevocably deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations for the payment of principal, premium (if any) and interest on the notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of (a) an Opinion of Counsel to the effect that holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable U.S. federal income tax law) and (b) with respect to U.S. Government Obligations or a combination of money and U.S. Government Obligations, a certificate from a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money

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without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium (if any) and interest on the notes to redemption or maturity, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the earlier of the date on which arrangements referred to in the succeeding sentence are entered into and the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

Concerning the trustee

        U.S. Bank National Association is the Trustee under the indenture and will initially act as registrar and paying agent with regard to the notes.

Governing law

        The indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.

Certain definitions

        "2020 Notes Indenture" means the indenture for the Initial 2020 Notes, dated as of February 23, 2015, between the Issuer and U.S. Bank National Association, as trustee, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

        "Acquired Indebtedness" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        Acquired Indebtedness will be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of such assets.

        "Acquisition" means the acquisition by Dollar Tree of Family Dollar pursuant to the Acquisition Agreement.

        "Acquisition Agreement" means the Agreement and Plan of Merger, dated as of July 27, 2014, by and among Family Dollar, Dollar Tree and Dime Merger Sub, Inc., as amended, restated, supplemented or otherwise modified from time to time.

        "Acquisition Date" means the date of the consummation of the Acquisition.

        "Acquisition Documents" means the Acquisition Agreement and any other agreements or instruments contemplated thereby, in each case, as amended, restated, supplemented or otherwise modified from time to time.

        "Acquisition Merger" means the merger of Dime Merger Sub, Inc. with and into Family Dollar pursuant to the Acquisition Agreement.

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        "Additional Refinancing Amount" means, in connection with the Incurrence of any Refinancing Indebtedness, the aggregate principal amount of additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, premiums (including tender premiums), expenses, underwriting discounts, commissions, defeasance costs and fees in respect thereof.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

        "Applicable Premium" means, with respect to any note on any applicable redemption date, as determined by the Issuer, the greater of:

        (1)   1% of the then outstanding principal amount of the note; and

        (2)   the excess, if any, of:

        (a)   the present value at such redemption date of (i) the redemption price of the note, at March 1, 2018 (such redemption price being set forth in the applicable table appearing above under "—Optional redemption") plus (ii) all required interest payments due on the note through March 1, 2018 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (b)   the then outstanding principal amount of the note.

        "Asset Sale" means:

        (1)   the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of Sale/Leaseback Transactions) of the Issuer or any Restricted Subsidiary outside the ordinary course of business (each referred to in this definition as a "disposition"); or

        (2)   the issuance or sale of Equity Interests (other than directors' qualifying shares and shares issued to foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary) (whether in a single transaction or a series of related transactions),

in each case other than:

        (a)   a disposition of Cash Equivalents or obsolete, damaged or worn out property or equipment in the ordinary course of business;

        (b)   the disposition of all or substantially all of the assets of the Issuer or any Guarantor in a manner permitted pursuant to the provisions described above under "—Merger, amalgamation, consolidation or sale of all or substantially all assets" or any disposition that constitutes a Change of Control;

        (c)   any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under "—Certain covenants—Limitation on restricted payments";

        (d)   any disposition of assets of the Issuer or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so disposed or issued in any single transaction or series of related transactions have an aggregate Fair Market Value (as determined in good faith by the Issuer) of less than $25 million;

        (e)   any disposition of property or assets, or the issuance of securities, by the Issuer or a Restricted Subsidiary to the Issuer or a Restricted Subsidiary;

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        (f)    any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or greater market value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer;

        (g)   foreclosure or any similar action with respect to any property or other asset of the Issuer or any of the Restricted Subsidiaries;

        (h)   any disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

        (i)    the lease, assignment or sublease of any real or personal property in the ordinary course of business;

        (j)    any sale of inventory or other assets in the ordinary course of business;

        (k)   any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property;

        (l)    any swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for services (including in connection with any outsourcing arrangements) of comparable or greater value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer;

        (m)  a transfer of assets of the type specified in the definition of "Securitization Financing" (or a fractional undivided interest therein), including by a Securitization Subsidiary in a Securitization Financing, or any other disposition (including by capital contribution) of Permitted Securitization Facility Assets;

        (n)   [reserved];

        (o)   dispositions in connection with Permitted Liens;

        (p)   any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

        (q)   the disposition of any property in a Permitted Sale/Leaseback Transaction described in clause (i), (ii) or (iii) of the definition thereof;

        (r)   dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

        (s)   any surrender, expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind; or

        (t)    dispositions by the Issuer or any of the Restricted Subsidiaries to charitable foundations, not-for-profits or other similar organizations with an aggregate Fair Market Value not to exceed $10 million in any calendar year.

        "Attributable Debt" means, as of any date of determination, as to Sale/Leaseback Transactions, the total obligation (discounted to present value at the rate of interest implicit in the lease included in such transaction) of the lessee for rental payments (other than amounts required to be paid on account of property Taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and

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other items which do not constitute payments for property rights) during the remaining portion of the term (including extensions which are at the sole option of the lessor) of the lease included in such transaction.

        "Attributable Receivables Indebtedness" shall mean the principal amount of Indebtedness (other than any Indebtedness subordinated in right of payment owing by a Securitization Subsidiary to a receivables seller or a receivables seller to another receivables seller in connection with the transfer, sale and/or pledge of Securitization Assets) which (i) if a Securitization Financing is structured as a secured lending agreement or other similar agreement, constitutes the principal amount of such Indebtedness or (ii) if a Securitization Financing is structured as a purchase agreement or other similar agreement, would be outstanding at such time under such Securitization Financing if the same were structured as a secured lending agreement rather than a purchase agreement or such other similar agreement.

        "Bank Indebtedness" means any and all amounts payable under or in respect of (a) the Credit Agreement and the other Credit Agreement Documents, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified in whole or in part from time to time (including after termination of the Credit Agreement), including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof and (b) whether or not the Indebtedness referred to in clause (a) remains outstanding, if designated by the Issuer to be included in this definition, one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, reserve-based loans, securitization or receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers' acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

        "Board of Directors" means, as to any Person, the board of directors or managers, as applicable, of such Person or any direct or indirect parent of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

        "Business Day" means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City.

        "Capital Markets Indebtedness" means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act or (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S of the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC. The term "Capital Markets Indebtedness" (i) shall not include the notes (including, for the avoidance of doubt any additional notes) and (ii) for the avoidance of doubt, shall not be construed to include any Indebtedness under the Credit Agreement or similar Indebtedness, Capitalized Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a "securities offering."

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        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock or shares;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on July 27, 2014 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for purposes of the indenture regardless of any change in GAAP following the Issue Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations.

        "Cash Equivalents" means:

        (1)   U.S. dollars, pounds sterling, euros, or the national currency of any member state in the European Union or such local currencies held from time to time in the ordinary course of business;

        (2)   direct obligations of the United States or any member of the European Union or any agency thereof or obligations guaranteed by the United States or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years from the date of acquisition thereof;

        (3)   time deposit accounts, certificates of deposit, money market deposits, banker's acceptances and other bank deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company having capital, surplus and undivided profits in excess of $250 million and whose long-term debt, or whose parent holding company's long-term debt, is rated at least A by S&P or A2 by Moody's (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

        (4)   repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (2) above entered into with a bank meeting the qualifications described in clause (3) above;

        (5)   commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Issuer) with a rating at the time as of which any investment therein is made of P-1 (or higher) according to Moody's, or A-1 (or higher) according to S&P (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

        (6)   securities with maturities of two years or less from the date of acquisition, issued or fully guaranteed by any State, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by Moody's (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

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        (7)   shares of mutual funds whose investment guidelines restrict 95% of such funds' investments to those satisfying the provisions of clauses (2) through (6);

        (8)   money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P or Aaa by Moody's and (iii) have portfolio assets of at least $1,000 million;

        (9)   time deposit accounts, certificates of deposit, money market deposits, banker's acceptances and other bank deposits in an aggregate face amount not in excess of 0.5% of the total assets of the Issuer and its Restricted Subsidiaries, on a consolidated basis, as of the end of the Issuer's most recently completed fiscal year; and

        (10) instruments equivalent to those referred to in clauses (2) through (9) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by the Issuer or any Restricted Subsidiary organized in such jurisdiction.

        "cash management services" means cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services.

        "CFC" means a "controlled foreign corporation" under section 957 of the Code.

        "Change of Control" means the occurrence of any of the following:

        (1)   the sale, lease or transfer (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) other than to the Issuer or any of its Subsidiaries; or

        (2)   the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation, amalgamation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Issuer, in each case, other than an acquisition where the holders of the Voting Stock of the Issuer as of immediately prior to such acquisition hold 50% or more of the Voting Stock of the ultimate parent of the Issuer or successor thereto immediately after such acquisition (provided no holder of the Voting Stock of the Issuer as of immediately prior to such acquisition owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of the Issuer immediately after such acquisition (other than any Person who previously acquired Equity Interests of the Issuer in a transaction constituting a Change of Control as to which a Change of Control Offer was consummated)), in which case, upon the consummation of any such transaction, "Change of Control" shall thereafter include any Change of Control of such ultimate parent of the Issuer or successor thereto.

        "Code" means the Internal Revenue Code of 1986, as amended.

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        "consolidated" means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.

        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum, without duplication, of:

        (1)   gross interest expense of such Person for such period on a consolidated basis, including (a) the amortization of debt discounts, (b) the amortization of all fees (including fees with respect to Hedging Agreements) payable in connection with the Incurrence of Indebtedness to the extent included in interest expense, (c) the portion of any payments or accruals with respect to Capitalized Lease Obligations allocable to interest expense and (d) net payments and receipts (if any) pursuant to interest rate Hedging Obligations, and excluding unrealized mark-to-market gains and losses attributable to such Hedging Obligations, additional interest (if any) in respect of the notes, amortization of deferred financing fees and expensing of any bridge or other financing fees; plus

        (2)   capitalized interest of such Person, whether paid or accrued; plus

        (3)   commissions, discounts, yield and other fees and charges incurred for such period, including any losses on sales of receivables and related assets, in connection with any receivables financing of such Person or any of its Restricted Subsidiaries that are payable to Persons other than the Issuer and its Restricted Subsidiaries.

        "Consolidated Net Income" means, with respect to any Person for any period, the aggregate Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, in accordance with GAAP; provided, however, that, without duplication:

        (1)   any net after-Tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses or charges shall be excluded;

        (2)   effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of Taxes, shall be excluded;

        (3)   the cumulative effect of a change in accounting principles (which shall in no case include any change in the comprehensive basis of accounting) during such period shall be excluded;

        (4)   (a) any net after-Tax income or loss from disposed, abandoned, transferred, closed or discontinued operations, (b) any net after-Tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations and (c) any net after-Tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Issuer) shall be excluded;

        (5)   any net after-Tax gains or losses, or any subsequent charges or expenses (less all fees and expenses or charges relating thereto), attributable to the early extinguishment of Indebtedness, Hedging Obligations or other derivative instruments shall be excluded;

        (6)   the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

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        (7)   solely for the purpose of calculating the Cumulative Credit, the Net Income for such period of any Subsidiary of such Person shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such subsidiary or its equityholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Subsidiary to such Person or a Subsidiary of such Person (subject to the provisions of this clause (7)), to the extent not already included therein;

        (8)   any impairment charge or asset write-off and amortization of intangibles, in each case pursuant to GAAP, shall be excluded;

        (9)   any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, Preferred Stock or other rights shall be excluded;

        (10) any (a) non-cash compensation charges or (b) non-cash costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Acquisition Date of officers, directors and employees, in each case of such Person or any of its Subsidiaries, shall be excluded;

        (11) accruals and reserves that are established or adjusted within 12 months after the Acquisition Date (excluding any such accruals or reserves to the extent that they represent an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded;

        (12) the Net Income of any person and its Subsidiaries shall be calculated by deducting the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-Wholly Owned Subsidiary;

        (13) any unrealized gains and losses related to currency remeasurements of Indebtedness, and any unrealized net loss or gain resulting from hedging transactions for interest rates, commodities or currency exchange risk, shall be excluded;

        (14) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so excluded to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded; and

        (15) non-cash charges for deferred Tax asset valuation allowances shall be excluded (except to the extent reversing a previously recognized increase to Consolidated Net Income).

        "Consolidated Total Indebtedness" means, as of any date of determination, the sum of (without duplication) (i) all Indebtedness of the type set forth in clauses (1), (2), (5) (to the extent related to any Indebtedness that would otherwise constitute Consolidated Total Indebtedness), (6), (8) (other than letters of credit, to the extent undrawn), (9), (11) (to the extent related to any Indebtedness that would

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otherwise constitute Consolidated Total Indebtedness) and (12) of the definition of "Indebtedness" and (ii) the amount of all obligations with respect to the redemption, repayment or other repurchase of (x) any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock) of the Issuer and its Restricted Subsidiaries or (y) any Preferred Stock of any Restricted Subsidiary that is not a Guarantor, in each case determined on a consolidated basis on such date; provided that the amount of any Indebtedness with respect to which the applicable obligors have entered into currency hedging arrangements shall be calculated giving effect to such currency hedging arrangements.

        "Consolidated Total Net Leverage Ratio" means, with respect to any Person, at any date, the ratio of (i) Consolidated Total Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the Unrestricted Cash Amount as of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date.

        In the event that the Issuer or any such Subsidiary Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems any Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Total Net Leverage Ratio is being calculated but prior to the event for which the calculation of the Consolidated Total Net Leverage Ratio is made (the "Consolidated Total Net Leverage Calculation Date"), then the Consolidated Total Net Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

        For purposes of making the computation referred to above, Investments (or series of related Investments) in excess of $25 million, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Total Net Leverage Calculation Date (each, for purposes of this definition, a "pro forma event") shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Total Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Consolidated Total Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer

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of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officers' Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 12 months of the date the applicable event is consummated and which are expected to have a continuing impact and are factually supportable; provided that the aggregate amount of adjustments in respect of pro forma operating improvements or synergies that do not comply with Article 11 of Regulation S-X for any four quarter period (the "Non-S-X Adjustment Amount") shall not exceed 20% of EBITDA for such period prior to giving effect to the Non-S-X Adjustment Amount for such period.

        For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

        "Credit Agreement" means (i) the Credit Agreement, entered into in connection with the Acquisition, among the Issuer and the agents, lenders or other parties thereto from time to time, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified in whole or in part from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (except to the extent any such refinancing, replacement or restructuring is designated by the Issuer to not be included in the definition of "Credit Agreement") and (ii) whether or not any credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be included in the definition of "Credit Agreement," one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, securitization or receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers' acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, waived, extended, restructured, repaid, renewed, refinanced, restated, replaced (whether or not upon termination, and whether with the original lenders or otherwise) or refunded in whole or in part from time to time.

        "Credit Agreement Documents" means the collective reference to any Credit Agreement, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents (including, without limitation, intercreditor agreements) relating thereto, as amended, supplemented, restated, renewed, refunded, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time.

        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

        "Designated Non-cash Consideration" means the Fair Market Value (as determined in good faith by the Issuer) of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers' Certificate of the Issuer, setting forth such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent disposition of such Designated Non-cash Consideration.

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        "Designated Preferred Stock" means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers' Certificate, on the issuance date thereof.

        "Disqualified Stock" means, with respect to any Person, any Equity Interests of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

        (1)   matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,

        (2)   is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person or any of its Restricted Subsidiaries, or

        (3)   is redeemable at the option of the holder thereof, in whole or in part,

in each case prior to 91 days after the earlier of the maturity date of the notes or the date the notes are no longer outstanding and other than as a result of a change of control or asset sale; provided, however, that only the portion of Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or direct or indirect parent entity or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by such Person in order to satisfy applicable statutory or regulatory obligations or as a result of such employee's termination, death or disability; provided, further, that any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.

        "Domestic Subsidiary" means a Restricted Subsidiary that is not a Foreign Subsidiary.

        "EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus:

        (1)   the sum of, without duplication, in each case, to the extent deducted in calculating or otherwise reducing Consolidated Net Income for such period:

        (a)   provision for Taxes based on income, profits or capital of such Person and its Restricted Subsidiaries for such period, without duplication, including, without limitation, state franchise and similar Taxes, and foreign withholding Taxes (including penalties and interest related to Taxes or arising from Tax examination); plus

        (b)   (x) Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period and (y) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock of any Restricted Subsidiary of such Person or any Disqualified Stock of such Person and its Restricted Subsidiaries; plus

        (c)   depreciation, amortization (including amortization of intangibles, deferred financing fees and actuarial gains and losses related to pensions and other post-employment benefits, but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash charges or expenses to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period; plus

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        (d)   any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit; plus

        (e)   any non-cash losses related to non-operational hedging, including, without limitation, resulting from hedging transactions for interest rate or currency exchange risks associated with the notes, the Credit Agreement or the Existing Family Dollar Notes; minus

        (2)   the sum of, without duplication, in each case, to the extent added back in or otherwise increasing Consolidated Net Income for such period:

        (a)   non-cash items increasing such Consolidated Net Income for such period (excluding the recognition of deferred revenue or any non-cash items which represent the reversal of any accrual of, or reserve for, anticipated cash charges in any prior period and any items for which cash was received in any prior period); plus

        (b)   any non-cash gains related to non-operational hedging, including, without limitation, resulting from hedging transactions for interest rate or currency exchange risks associated with the notes, the Credit Agreement or the Existing Family Dollar Notes.

        Notwithstanding the preceding, the provision for Taxes based on the income or profits of, the Consolidated Interest Expense of, the depreciation and amortization and other non-cash expenses or non-cash items of and the restructuring charges or expenses of, a Restricted Subsidiary (other than any Wholly Owned Subsidiary) of such Person will be added to (or subtracted from, in the case of non-cash items described in clause (b) above) Consolidated Net Income to compute EBITDA (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of such Person, and (B) only to the extent that a corresponding amount of the Net Income of such Restricted Subsidiary would be permitted at the date of determination to be dividended or distributed to such Person by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private sale after the Issue Date of common Capital Stock or Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), other than:

        (1)   public offerings with respect to the Issuer's or such direct or indirect parent's Capital Stock registered on Form F-4, S-4 or Form S-8;

        (2)   issuances to any Subsidiary of the Issuer; and

        (3)   any such public or private sale that constitutes an Excluded Contribution.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

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        "Excluded Contributions" means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by the Issuer) received by the Issuer after the Acquisition Date from:

        (1)   contributions to its common equity capital, and

        (2)   the sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer, in each case designated as Excluded Contributions pursuant to an Officers' Certificate.

        "Excluded Subsidiary" means (a) each Unrestricted Subsidiary, (b) each Subsidiary that is prohibited from guaranteeing the notes by any requirement of law or that would require consent, approval, license or authorization of a Governmental Authority to guarantee the notes (unless such consent, approval, license or authorization has been received), (c) each Subsidiary that is prohibited by any applicable contractual requirement from guaranteeing the notes on the Acquisition Date or at the time such Subsidiary becomes a Subsidiary (to the extent not incurred in connection with becoming a Subsidiary and in each case for so long as such restriction or any replacement or renewal thereof is in effect), (d) any Securitization Subsidiary, (e) any Insurance Subsidiary, (f) any direct or indirect Domestic Subsidiary of any Foreign Subsidiary, (g) any Domestic Subsidiary that owns no material assets (directly or through its Subsidiaries) other than Equity Interests of one or more Foreign Subsidiaries that are CFCs (a "FSHCO") and (h) any Domestic Subsidiary that owns no material assets (directly or through its Subsidiaries) other than Equity Interests of one or more FSHCOs.

        "Existing Dollar Tree Notes" means the 4.03% Series A Senior Notes due September 16, 2020, 4.63% Series B Senior Notes due September 16, 2023 and 4.78% Series C Senior Notes due September 16, 2025 of Dollar Tree Stores, Inc., each issued pursuant to the Existing Dollar Tree Notes Purchase Agreement.

        "Existing Dollar Tree Notes Purchase Agreement" means the Note Purchase Agreement, dated as of September 16, 2013, among Dollar Tree Stores, Inc., Dollar Tree, and the purchasers named therein, as amended, modified or supplemented from time to time.

        "Existing Family Dollar Notes" means the 5.00% Senior Notes due 2021 of Family Dollar issued pursuant to the Existing Family Dollar Notes Indenture.

        "Existing Family Dollar Notes Indenture" means the Indenture, dated as of January 28, 2011, among Family Dollar and U.S. Bank National Association, as trustee, as amended, modified or supplemented from time to time (including by, without limitation, the First Supplemental Indenture thereto, dated as of January 28, 2011).

        "Fair Market Value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

        "Family Dollar" means Family Dollar Stores, Inc. and any successors thereto.

        "Financial Officer" of any Person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer, Controller or any Director or other executive responsible for the financial affairs of such Person.

        "Fixed Charge Coverage Ratio" means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period.

        In the event that the Issuer or any of the Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of any Securitization Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during

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the applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Fixed Charge Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect pursuant to an Officers' Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

        The Fixed Charge Coverage Ratio shall also be subject to the adjustments described in clause (2)(A) of the third paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and, for purposes of the first paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" only, clause (2)(B) of the third paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock."

        For purposes of making the computation referred to above, Investments (or series of related Investments) in excess of $25 million, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Calculation Date (each, for purposes of this definition, a "pro forma event") shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officers' Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 12 months of the date the applicable event is consummated and which are

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expected to have a continuing impact and are factually supportable; provided that the Non-S-X Adjustment Amount shall not exceed 20% of EBITDA for such period prior to giving effect to the Non- S-X Adjustment Amount for such period.

        If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

        For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

        "Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of: (1) Consolidated Interest Expense (excluding amortization or write-off of deferred financing costs) of such Person and its Restricted Subsidiaries for such period and (2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.

        "Foreign Subsidiary" means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state thereof or the District of Columbia.

        "GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time, it being understood that, for purposes of the indenture, all references to codified accounting standards specifically named in the indenture shall be deemed to include any successor, replacement, amended or updated accounting standard under GAAP.

        "Governmental Authority" means any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

        "guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. The amount of any guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such person in good faith.

        "Guarantee" means any guarantee of the obligations of the Issuer under the indenture and the notes by any Guarantor in accordance with the provisions of the indenture.

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        "Guarantor" means (x) each Subsidiary of the Issuer that provides a Guarantee as of the Acquisition Date and (y) any Subsidiary of the Issuer that Incurs a Guarantee; provided that upon the release or discharge of such Person from its Guarantee in accordance with the indenture, such Person shall cease to be a Guarantor.

        "Hedging Agreement" shall mean any agreement with respect to any swap, forward, future or derivative transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any similar transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Issuer or any direct or indirect parent thereof or any of the Restricted Subsidiaries shall be a Hedging Agreement.

        "Hedging Obligations" means obligations in respect of any Hedging Agreement.

        "holder" or "noteholder" means the Person in whose name a note is registered on the registrar's books.

        "Immaterial Subsidiary" means any Subsidiary of the Issuer that, as of the last day of the fiscal quarter of the Issuer most recently ended, (a) did not have assets with a value in excess of 5.0% of Total Assets or revenues representing in excess of 5.0% of total revenues of the Issuer and its Restricted Subsidiaries on a consolidated basis as of such date and (b) taken together with all such Subsidiaries as of such date, did not have assets with a value in excess of 7.5% of Total Assets or revenues representing in excess of 7.5% of total revenues of the Issuer and its Restricted Subsidiaries on a consolidated basis as of such date.

        "Incur" means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

        "Indebtedness" of any Person means, without duplication, (1) all obligations of such Person for borrowed money, (2) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (except any such obligation issued in the ordinary course of business with a maturity date of no more than six months in a transaction intended to extend payment terms of trade payables or similar obligations to trade creditors Incurred in the ordinary course of business), (3) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person (except any such obligation that constitutes a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business), (4) all obligations of such Person issued or assumed as the deferred purchase price of property or services (except any such balance that (a) constitutes a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business, (b) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (c) liabilities accrued in the ordinary course of business) which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto, (5) all guarantees by such Person of Indebtedness of others, (6) all Capitalized Lease Obligations of such Person, (7) Hedging Obligations, to the extent the foregoing would appear on a balance sheet of such Person as a liability, (8) the principal component of all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, (9) the principal component of all obligations of such Person in respect of bankers' acceptances, (10) [reserved], (11) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien

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on property owned or acquired by such Person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries), whether or not the Indebtedness secured thereby has been assumed and (12) all Attributable Receivables Indebtedness with respect to Securitization Financings. The amount of Indebtedness of any Person for purposes of clause (11) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby. Notwithstanding anything in this description to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, (x) the effects of Financial Accounting Standards Board Accounting Standards Codification 825 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness and (y) obligations under the Acquisition Documents, and any such amounts that would have constituted Indebtedness under the indenture but for the application of clause (x) or (y) of this sentence shall not be deemed an Incurrence of Indebtedness under the indenture.

        "Independent Financial Advisor" means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing, that is, in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged.

        "Initial 2020 Notes" means the 5.250% Senior Notes due 2020 issued by the Issuer on the Issue Date, any guarantees thereof, any exchange notes in respect thereof, and any guarantees of any such exchange notes.

        "Initial Purchasers" means the financial institutions listed on the cover page of the Offering Memorandum.

        "Insurance Subsidiary" means any Subsidiary that is a so-called "captive" insurance company, including, without limitation, Family Dollar Insurance, Inc.

        "Investment Grade Rating" means a rating equal to or higher than "Baa3" (or the equivalent) by Moody's or "BBB–" (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency in the event that either Moody's and/or S&P has not then rated the notes.

        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of "Unrestricted Subsidiary" and the covenant described under "—Certain covenants—Limitation on restricted payments":

        (1)   "Investments" shall include the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by the Issuer) of the net assets of such Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have an "Investment" in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

        (a)   its "Investment" in such Subsidiary at the time of such redesignation less

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        (b)   the portion (proportionate to its equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by the Issuer) of the net assets of such Subsidiary at the time of such redesignation; and

        (2)   any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith by the Issuer) at the time of such transfer.

        "Issue Date" means February 23, 2015.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

        "Limited Condition Acquisition" means any acquisition, including by means of a merger, amalgamation or consolidation, by the Issuer or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing or in connection with which any fee or expense would be payable by Issuer or its Subsidiaries to the seller or target in the event financing to consummate the acquisition is not obtained as contemplated by the definitive acquisition agreement.

        "Market Capitalization" means an amount equal to (i) the total number of issued and outstanding shares of Capital Stock of the Issuer or any direct or indirect parent of the Issuer on the date of the declaration of the relevant dividend multiplied by (ii) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of declaration of such dividend.

        "Material Subsidiary" means each Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary.

        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

        "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

        "Net Proceeds" means the aggregate cash proceeds received by the Issuer or any Restricted Subsidiary in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, Taxes paid or payable as a result thereof (after taking into account any available Tax credits or deductions and any Tax sharing arrangements related solely to such disposition), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness secured by a Lien on the assets subject to such Asset Sale required (other than pursuant to the second paragraph of the covenant described under "—Certain covenants—Asset sales") to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Issuer and its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer and its Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment

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benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

        "Notes Obligations" means Obligations in respect of the notes, the indenture and the Guarantees.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers' acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the notes shall not include fees or indemnifications in favor of third parties other than the Trustee and the holders of the notes.

        "Offering Memorandum" means the Issuer's offering memorandum, dated February 6, 2015, relating to the issuance of the Initial 2023 Notes.

        "Officer" means, with respect to any Person, as applicable, (i) the Chairman of the Board, Chief Executive Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, or the Secretary of such Person or (ii) any other duly authorized employee or signatory of such Person.

        "Officers' Certificate" means, with respect to any Person, a certificate signed on behalf of such Person by two Officers of such Person, one of whom must be, to the extent such Person has an Officer meeting such description, the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Person, which meets the requirements set forth in the indenture.

        "Opinion of Counsel" means, with respect to any Person, a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to such Person.

        "Pari Passu Indebtedness" means: (a) with respect to the Issuer, the notes and any Indebtedness which ranks pari passu in right of payment to the notes; and (b) with respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor's Guarantee.

        "Permitted Investments" means:

        (1)   any Investment in the Issuer or any Restricted Subsidiary;

        (2)   any Investment in Cash Equivalents;

        (3)   any Investment by the Issuer or any Restricted Subsidiary in a Person if as a result of such Investment (a) such Person becomes a Restricted Subsidiary, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

        (4)   any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of "—Certain covenants—Asset sales" or any other disposition of assets not constituting an Asset Sale;

        (5)   any Investment of Dollar Tree or any Subsidiary of Dollar Tree existing on, or made pursuant to binding commitments existing on, the Issue Date, or of Family Dollar or any Subsidiary of Family Dollar existing on, or made pursuant to binding commitments existing on, the Acquisition Date, or in each case, any extension, modification or renewal of any such Investment; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or Acquisition Date, as applicable, or (y) as otherwise permitted under the indenture;

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        (6)   loans and advances to officers, directors, employees or consultants of the Issuer or any of its Subsidiaries (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed $15 million at the time of Incurrence, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such Person's purchase of Equity Interests of the Issuer or any direct or indirect parent of the Issuer solely to the extent that the amount of such loans and advances shall be contributed to the Issuer in cash as common equity;

        (7)   any Investment acquired by the Issuer or any Restricted Subsidiary (a) in exchange for any other Investment or accounts receivable held by the Issuer or such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

        (8)   Hedging Obligations permitted under clause (j) of the second paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (9)   [reserved];

        (10) additional Investments by the Issuer or any Restricted Subsidiary having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed the sum of (x) the greater of $1,750 million and 13% of Total Assets as of the date of such Investment plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (10) is made in any Person that is not the Issuer or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Issuer or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (10) for so long as such Person continues to be the Issuer or a Restricted Subsidiary;

        (11) loans and advances to officers, directors or employees for business-related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or to fund such Person's purchase of Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

        (12) Investments the payment for which consists of Equity Interests of the Issuer (other than Disqualified Stock); provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the definition of Cumulative Credit contained in "—Certain covenants—Limitation on restricted payments";

        (13) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of the second paragraph of the covenant described under "—Certain covenants—Transactions with affiliates" (except transactions described in clauses (2), (4), (6), (9)(b) and (16) of such paragraph);

        (14) guarantees issued in accordance with the covenants described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and "—Certain covenants—Future guarantors," including, without limitation, any guarantee or other obligation issued or incurred under any Credit Agreement in connection with

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any letter of credit issued for the account of the Issuer or any of its Subsidiaries (including with respect to the issuance of, or payments in respect of drawings under, such letters of credit);

        (15) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property;

        (16) any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Securitization Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Securitization Financing or any related Indebtedness;

        (17) Investments consisting of Permitted Securitization Facility Assets or arising as a result of a Securitization Financing;

        (18) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with the Issuer or a Restricted Subsidiary in a transaction that is not prohibited by the covenant described under "—Merger, amalgamation, consolidation or sale of all or substantially all assets" after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

        (19) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

        (20) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Issuer or the Restricted Subsidiaries;

        (21) any Investment in any Subsidiary of the Issuer or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business;

        (22) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing or other arrangements with other Persons, in each case in the ordinary course of business;

        (23) additional Investments in joint ventures and Unrestricted Subsidiaries not to exceed the sum of (A) the greater of $500 million and 3.75% of Total Assets when made, plus (B) an aggregate amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment with the Fair Market Value of each Investment being measured at the time such Investment is made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (23) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (23) for so long as such Person continues to be a Restricted Subsidiary;

        (24) any Investment in fixed income or other assets by any Insurance Subsidiary consistent with customary practices of portfolio management; and

        (25) any Investment in Insurance Subsidiaries that is (i) required by law or applicable regulators or (ii) in an amount, taken together with all other Investments made pursuant to this

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subclause (ii) that are at the time outstanding, not to exceed the greater of $50 million and 0.5% of Total Assets.

        "Permitted Liens" means, with respect to any Person:

        (1)   pledges or deposits and other Liens granted by such Person under workmens' compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds, performance and return of money bonds, or deposits as security for contested Taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

        (2)   Liens imposed by law, such as landlord's, carriers', warehousemen's, mechanics', materialmen's, repairmen's, construction or other like Liens securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

        (3)   Liens for Taxes, assessments or other governmental charges not yet overdue by more than 30 days or that are being contested in good faith by appropriate proceedings;

        (4)   Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit, bankers' acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

        (5)   minor survey exceptions, minor encumbrances, trackage rights, special assessments, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

        (6)   (A) Liens on assets of a Subsidiary that is not a Guarantor securing Indebtedness of a Subsidiary that is not a Guarantor permitted to be Incurred pursuant to the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (B)  Liens securing (x) Indebtedness Incurred pursuant to clause (a) of the second paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and (y) any other Indebtedness permitted to be Incurred under the indenture if, as of the date such Indebtedness was Incurred, and after giving pro forma effect thereto and the application of the net proceeds therefrom, the Secured Leverage Ratio of the Issuer does not exceed 3.00 to 1.00; and

        (C)  Liens securing Obligations in respect of Indebtedness permitted to be Incurred pursuant to clause (d), (n) (to the extent such guarantees are issued in respect of any such Indebtedness) or (p) (to the extent the Secured Leverage Ratio of the Issuer, after giving pro forma effect thereto, does not exceed 3.00 to 1.00 or is no more than such ratio immediately prior to such incurrence) of the second paragraph of the covenant described under "—Certain

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covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (D)  on and after the Acquisition Date, Liens securing all obligations in respect of the Existing Family Dollar Notes and any guarantees thereof and the Existing Family Dollar Notes Indenture;

        (7)   Liens existing (x) on the assets or property of Dollar Tree or any Subsidiary of Dollar Tree on the Issue date or (y) on the assets or property of Family Dollar or any Subsidiary of Family Dollar on the Acquisition Date (other than Liens in favor of the lenders under the Credit Agreement and Liens securing the Existing Family Dollar Notes and any guarantees thereof);

        (8)   Liens on assets, property or Equity Interests of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

        (9)   Liens on assets or property at the time the Issuer or a Restricted Subsidiary acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

        (10) Liens securing Indebtedness or other obligations of the Issuer or a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be Incurred in accordance with the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (11) Liens securing Hedging Obligations not Incurred in violation of the indenture; provided that with respect to Hedging Obligations relating to Indebtedness, such Lien extends only to the property, if any, securing such Indebtedness, property securing other Indebtedness or cash and Cash Equivalents;

        (12) Liens on inventory or other goods and proceeds of any Person securing such Person's obligations in respect of documentary letters of credit, bank guarantees or bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (13) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any of the Restricted Subsidiaries;

        (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or other obligations not constituting Indebtedness;

        (15) Liens in favor of the Issuer or any Guarantor;

        (16) Liens on Permitted Securitization Facility Assets or the Equity Interests of any Securitization Subsidiary Incurred in connection with a Securitization Financing;

        (17) pledges and deposits and other Liens made in the ordinary course of business to secure liability to insurance carriers;

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        (18) Liens on the Equity Interests of Unrestricted Subsidiaries;

        (19) leases or subleases, and licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary course of business;

        (20) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (15) and (25) of this definition; provided, however, that (x) such new Lien shall be limited to all or part of the same property (including any after acquired property to the extent it would have been subject to the original Lien) that secured the original Lien (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to the after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being refinanced, refunded, extended, renewed or replaced), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount (but only to the extent the undrawn portion of such commitment was deemed to be Secured Indebtedness on such date in accordance with the definition of Secured Leverage Ratio) of the applicable Indebtedness described under clauses (6), (7), (8), (9), (15) and (25) at the time the original Lien became a Permitted Lien under the indenture, (B) unpaid accrued interest and premiums (including tender premiums), and (C) an amount necessary to pay any underwriting discounts, defeasance costs, commissions, fees and expenses related to such refinancing, refunding, extension, renewal or replacement; provided, further, however, that in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B) or (6)(C), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(B) or (6)(C) and not this clause (20) for purposes of determining the principal amount of Indebtedness outstanding under clause (6)(B) or (6)(C);

        (21) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer's or such Restricted Subsidiary's client at which such equipment is located;

        (22) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

        (23) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into in the ordinary course of business;

        (24) Liens Incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;

        (25) other Liens securing obligations the outstanding principal amount of which does not, taken together with the principal amount of all other obligations secured by Liens incurred under this clause (25) (and by any Liens incurred under clause (20) hereof with respect to any refinancing, refunding, extension, renewal or replacement of any Indebtedness secured by any Lien referred to in this clause (25)) that are at that time outstanding, exceed the greater of $600 million and 4.50% of Total Assets at the time of Incurrence;

        (26) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement securing obligations of such joint venture or pursuant to any joint venture or similar agreement;

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        (27) Liens on any amounts held by a trustee (i) in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Issuer or any Restricted Subsidiary, (ii) under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or (iii) under any indenture pursuant to customary discharge, redemption or defeasance provisions;

        (28) Liens (i) arising by virtue of any statutory or common law provisions relating to banker's Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business or (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

        (29) Liens (i) in favor of credit card companies pursuant to agreements therewith and (ii) in favor of customers;

        (30) Liens disclosed by the title insurance policies delivered pursuant to the Credit Agreement and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted under the indenture;

        (31) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Issuer or any Restricted Subsidiary in the ordinary course of business;

        (32) in the case of real property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject;

        (33) agreements to subordinate any interest of the Issuer or any Restricted Subsidiary in any accounts receivable or other prices arising from inventory consigned by the Issuer or any such Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business;

        (34) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof; and

        (35) Liens securing insurance premium financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums.

        "Permitted Regulatory Sale" means the sale, divestiture, license, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of stores and other assets, properties and rights of the Issuer and/or its Subsidiaries to the extent necessary or advisable (as determined in good faith by the Issuer) to permit the satisfaction of Section 6.1(b) and Section 6.1(e) of the Acquisition Agreement.

        "Permitted Sale/LeaseBack Transaction" means (i) any Sale/Leaseback Transaction entered into prior to the Acquisition Date, (ii) any Sale/Leaseback Transaction by the Issuer or any of its Subsidiaries (including Family Dollar and its Subsidiaries) with respect to store properties, (iii) a Sale/Leaseback Transaction by the Issuer or any of its Subsidiaries (including Family Dollar and its Subsidiaries) with respect to one distribution center property per fiscal year, with aggregate net proceeds in any fiscal year not to exceed $75 million (with one year carry-forward of any unused amount of such base amount), and (iv) any other Sale/Leaseback Transaction, the proceeds of which shall constitute Net Proceeds.

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        "Permitted Securitization Facility Assets" means (i) Securitization Assets, (ii) Related Assets and (iii) loans to the Issuer or any of its Subsidiaries secured by Securitization Assets (whether now existing or arising in the future) and Related Assets which are made pursuant to a Securitization Financing.

        "Person" means any individual, corporation, company, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        "Preferred Stock" means any Equity Interest with a preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

        "Rating Agency" means (1) each of Moody's and S&P and (2) if Moody's or S&P ceases to rate the notes for reasons outside of the Issuer's control, a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuer or any direct or indirect parent of the Issuer as a replacement agency for Moody's or S&P, as the case may be.

        "Refinancing" means:

        (1)   the repayment in full of all obligations and termination of all commitments under the Credit Agreement, dated as of June 6, 2012, among Dollar Tree Stores, Inc., Dollar Tree, the guarantors parties thereto, the lenders and other financial institutions parties thereto, and Wells Fargo Bank, National Association, as administrative agent, as amended, modified or supplemented from time to time;

        (2)   the repayment in full of all obligations and termination of all commitments under the Amended and Restated 5-Year Credit Agreement, dated as of November 13, 2013, among Family Dollar, the lenders and other financial institutions parties thereto, and Wells Fargo Bank, National Association, as administrative agent, as amended, modified or supplemented from time to time;

        (3)   the repayment in full of all obligations and termination of all commitments under the Amended and Restated 4-Year Credit Agreement, dated as of November 13, 2013, among Family Dollar, the lenders and other financial institutions parties thereto, and Wells Fargo Bank, National Association, as administrative agent, as amended, modified or supplemented from time to time;

        (4)   the redemption, repurchase, defeasance and/or discharge of the Existing Dollar Tree Notes;

        (5)   the redemption, repurchase, defeasance and/or discharge of the 5.41% Series 2005-A Senior Notes, Tranche A due September 27, 2015 and the 5.24% Series 2005-A Senior Notes, Tranche B due September 27, 2015 of Family Dollar and Family Dollar, Inc.; and

        (6)   the making of effective provision to secure all of the Existing Family Dollar Notes, equally and ratably with any and all Indebtedness under the credit agreement described in clause (i) of the definition of the term "Credit Agreement," as required pursuant to the Existing Family Dollar Notes Indenture.

        "Registration Rights Agreement" means (a) with respect to the initial notes issued on the Issue Date, the Registration Rights Agreement dated the Issue Date, among Family Tree Escrow, LLC, Dollar Tree and the Initial Purchasers, and (b) with respect to each issuance of additional notes issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Issuer, any Guarantors and the Persons purchasing such Additional Notes under the related purchase agreement, each as amended, modified or supplemented from time to time.

        "Related Assets" means any assets related to any Securitization Assets including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other

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assets which are customarily transferred, sold and/or pledged or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets, any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such Securitization Assets and any collections or proceeds of any of the foregoing (including, without limitation, lock-boxes, deposit accounts, records in respect of Securitization Assets or such Hedging Obligations and collections in respect of Securitization Assets or such Hedging Obligations).

        "Restricted Cash" means cash and Cash Equivalents held by the Issuer and its Restricted Subsidiaries that would appear as "restricted" on a consolidated balance sheet of the Issuer or any of the Restricted Subsidiaries.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this "Description of 2023 exchange notes," all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer.

        "Sale/Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or such Restricted Subsidiary transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between any of the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries.

        "S&P" means Standard & Poor's Ratings Group or any successor to the rating agency business thereof.

        "SEC" means the Securities and Exchange Commission.

        "Secured Indebtedness" means any Consolidated Total Indebtedness secured by a Lien.

        "Secured Leverage Ratio" means, with respect to any Person, at any date, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the Unrestricted Cash Amount as of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred.

        In the event that the Issuer or any such Subsidiary Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems any Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Secured Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Leverage Ratio is made (the "Secured Leverage Calculation Date"), then the Secured Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided that, the Issuer may elect pursuant to an Officers' Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

        The Secured Leverage Ratio shall also be subject to the adjustments described in clause (2) of the third paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock."

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        For purposes of making the computation referred to above, Investments (or series of related Investments) in excess of $25 million, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date (each, for purposes of this definition, a "pro forma event") shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officers' Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 12 months of the date the applicable event is consummated and which are expected to have a continuing impact and are factually supportable; provided that the Non-S-X Adjustment Amount shall not exceed 20% of EBITDA for such period prior to giving effect to the Non- S-X Adjustment Amount for such period.

        For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "Securitization Assets" means any of the following assets (or interests therein) from time to time originated, acquired or otherwise owned by the Issuer or any Restricted Subsidiary or in which the Issuer or any Restricted Subsidiary has any rights or interests, in each case, without regard to where such assets or interests are located: (1) accounts receivable (including any bills of exchange), (2) royalty and other similar payments made related to the use of trade names and other intellectual property, business support, training and other services, (3) revenues related to distribution and merchandising of the products of the Issuer and its Restricted Subsidiaries, (4) intellectual property rights relating to the generation of any of the foregoing types of assets, (5) parcels of or interests in real property, together with all easements, hereditaments and appurtenances thereto, all improvements and appurtenant

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fixtures and equipment, incidental to the ownership, lease or operation thereof and (6) any other assets and property to the extent customarily included in securitization transactions of the relevant type in the applicable jurisdictions (as determined by the Issuer in good faith).

        "Securitization Fees" means distributions or payments made directly or by means of discounts with respect to any participation interests issued or sold in connection with, and all other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Securitization Financing.

        "Securitization Financing" means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey, transfer and/or pledge (either directly or through any other of the Issuer and its Subsidiaries) of Permitted Securitization Facility Assets to (a) a Securitization Subsidiary, which in turn shall sell, convey, transfer and/or pledge interests in the respective Permitted Securitization Facility Assets to any other Person in return for the cash used by such Securitization Subsidiary to acquire such Permitted Securitization Facility Assets; or (b) a bank or other financial institution, which in turn shall finance the acquisition of the Permitted Securitization Facility Assets through a commercial paper conduit or other conduit facility, or directly to a commercial paper conduit or other conduit facility established and maintained by a bank or other financial institution that will finance the acquisition of the Permitted Securitization Facility Assets through the commercial paper conduit or other conduit facility, so long as no portion of the Indebtedness or any other obligations (contingent or otherwise) under such securitization facility or facilities (i) is guaranteed by the Issuer or any Restricted Subsidiary other than a Securitization Subsidiary (excluding guarantees of obligations pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any Restricted Subsidiary other than a Securitization Subsidiary in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset (other than Permitted Securitization Facility Assets or the Equity Interests of any Securitization Subsidiary) of the Issuer or any Restricted Subsidiary other than a Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, in each case other than pursuant to Standard Securitization Undertakings.

        "Securitization Repurchase Obligation" means any obligation of a seller of Securitization Assets in a Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a Securitization Asset or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

        "Securitization Subsidiary" means a Wholly Owned Restricted Subsidiary (or another Person formed for the purposes of engaging in Securitization Financing with the Issuer or any of its Subsidiaries in which the Issuer or any of its Subsidiaries makes an Investment and to which the Issuer or any of its Subsidiaries transfers Securitization Assets and Related Assets) which engages in no activities other than in connection with the financing of Securitization Assets or Related Assets of the Issuer and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Issuer (as provided below) as a Securitization Subsidiary and:

        (a)   with which neither the Issuer nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms which the Issuer determines in good faith to be no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer (other than pursuant to Standard Securitization Undertakings); and

        (b)   to which neither the Issuer nor any Restricted Subsidiary has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results (other than pursuant to Standard Securitization Undertakings).

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        Any such designation by the Issuer shall be evidenced to the Trustee by filing with the Trustee an Officers' Certificate of the Issuer certifying that, to the best of such officers' knowledge and belief after consultation with counsel, such designation complied with the foregoing conditions.

        "Significant Subsidiary" means any Restricted Subsidiary that would be a "Significant Subsidiary" of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC (or any successor provisions).

        "Similar Business" means any business the majority of whose revenues are derived from (x) business or activities conducted by the Issuer and its Subsidiaries on the Acquisition Date, (y) any business that is a natural outgrowth or reasonable extension, development or expansion of any business or activities conducted by the Issuer and its Subsidiaries on the Acquisition Date or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or (z) any business that in the Issuer's good faith business judgment constitutes a reasonable diversification of businesses conducted by the Issuer and its Subsidiaries.

        "Standard Securitization Undertakings" means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any of its Subsidiaries which the Issuer has determined in good faith to be reasonably customary in a securitization financing transaction, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

        "Stated Maturity" means, with respect to any note, the date specified in such note as the fixed date on which the final payment of principal of such note is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such note at the option of the holder thereof upon the happening of any contingency beyond the control of the Issuer unless such contingency has occurred).

        "Subordinated Indebtedness" means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its Guarantee; provided, however, that no guarantee of Indebtedness which Indebtedness does not itself constitute Subordinated Indebtedness shall constitute Subordinated Indebtedness.

        "Subsidiary" means, with respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

        "Taxes" means any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.

        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the indenture.

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        "Total Assets" means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Issuer, calculated on a pro forma basis after giving effect to any subsequent acquisition or disposition of a Person or business.

        "Transactions" means (a) the issuance and sale of the notes pursuant to the Offering Memorandum, (b) the entry into the Escrow Agreement and the transactions related thereto, (c) the Incurrence of Indebtedness to finance the Acquisition, the Refinancing and related costs and expenses, (d) the Refinancing and (e) the Acquisition.

        "Treasury Rate" means, as of the applicable redemption date, as determined by the Issuer, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to March 1, 2018; provided, however, that if the period from such redemption date to March 1, 2018, as applicable, is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Trust Officer" means any officer within the corporate trust department of the Trustee, including any director, vice president, assistant vice president, associate or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject, in each case, who shall have direct responsibility for the administration of the indenture.

        "Trustee" means the party named as such in the indenture until a successor replaces it and, thereafter, means the successor.

        "Unrestricted Cash Amount" means, on any date, the lesser of (i) $400 million and (ii) the aggregate amount of unrestricted cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries on such date in excess of $100 million.

        "Unrestricted Subsidiary" means:

        (1)   any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner provided below; and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of the Restricted Subsidiaries other than Permitted Liens described in clause (18) of the definition thereof unless otherwise permitted under the covenant described under "—Certain covenants—Limitation on restricted payments"; provided, further, however that either (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under the covenant described under "—Certain covenants—Limitation on restricted payments."

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        The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

        (x)   (1) the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock," or (2) the Fixed Charge Coverage Ratio of the Issuer would be no less than such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and

        (y)   no Event of Default shall have occurred and be continuing.

        Any such designation by the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer, giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions.

        "U.S. Government Obligations" means securities that are:

        (1)   direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

        (2)   obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

        "Wholly Owned Domestic Subsidiary" means any Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary.

        "Wholly Owned Restricted Subsidiary" means any Wholly Owned Subsidiary that is a Restricted Subsidiary.

        "Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares or shares required pursuant to applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

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Description of 2020 exchange notes

The terms of the notes and guarantees will include those set forth in the indenture (as defined below) and those required to be made a part of the indenture by the Trust Indenture Act of 1939, upon registration of the notes. You should carefully read the summary below and the provisions of the indenture that may be important to you before investing in the notes. This summary is not complete and is qualified in its entirety by reference to the indenture. We urge you to read the indenture because the indenture, not this description, defines your rights as holders of the notes.

General

        Capitalized terms used in this "Description of 2020 exchange notes" section and not otherwise defined have the meanings set forth in the section "—Certain definitions."

        In this "Description of 2020 exchange notes" section, (i) the terms "Dollar Tree," "Issuer," "we" and "us" refer only to Dollar Tree, Inc., a Virginia corporation and not to any of its subsidiaries, (ii) the term "2020 exchange notes" refers to the 5.250% Senior Notes due 2020 being offered by Dollar Tree in this exchange offer, (iii) the term "2020 old notes" refers to Dollar Tree's currently outstanding 5.250% Senior Notes due 2020 that may be exchanged for the 2020 exchange notes, (iv) the term "notes" refers to the 2020 old notes and the 2020 exchange notes, collectively, and (v) the term "Indenture" refers to the indenture that applies to both the 2020 old notes and the 2020 exchange notes.

        Dollar Tree issued the 2020 old notes under the Indenture, dated as of February 23, 2015, among Dollar Tree (as successor to Family Tree Escrow, LLC), the guarantors party thereto and U.S. Bank National Association, as trustee (the "Trustee"). The terms of the 2020 exchange notes are identical in all material respects to the 2020 old notes, except that (1) the 2020 exchange notes will have been registered under the Securities Act and therefore will not be subject to certain restrictions on transfer applicable to the 2020 old notes and (2) holders of the 2020 exchange notes will not be entitled to certain rights of holders of 2020 old notes under the Registration Rights Agreement. The terms of the 2020 old notes include, and the terms of the 2020 exchange note will include, those stated in the Indenture and those made a part of the Indenture by reference to the TIA. The 2020 exchange notes are subject to all such terms, and holders of the 2020 exchange notes should refer to the Indenture and the TIA for a complete statement of applicable terms.

        The Issuer may issue additional notes from time to time. Any offering of additional notes is subject to the covenant described below under the caption "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock." The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the additional notes are not fungible with the notes for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number, if applicable. Unless the context otherwise requires, for all purposes of the indenture and this "Description of 2020 exchange notes," references to the notes include any additional notes actually issued.

        Principal of, premium, if any, interest and additional interest, if any, on the notes will be payable, and the notes may be exchanged or transferred, at the office or agency designated by the Issuer (which initially shall be the designated office or agency of the Trustee).

        The notes will be issued only in fully registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof; provided that notes may be issued in denominations of less than $2,000 solely to accommodate book-entry positions that have been created by a DTC participant in denominations of less than $2,000. No service charge will be made for any registration of transfer or exchange of notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

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Terms of the notes

        The notes will mature on March 1, 2020. Each note will bear interest at a rate of 5.250% per annum from March 1, 2016 or from the most recent date to which interest has been paid or provided for, payable semiannually to holders of record at the close of business on the February 15 or August 15 immediately preceding the interest payment date on March 1 and September 1 of each year, commencing September 1, 2016. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Optional redemption

        On or after March 1, 2017, the Issuer may redeem the notes at its option, in whole at any time or in part from time to time, upon not less than 30 days' nor more than 60 days' prior notice mailed by the Issuer by first-class mail, or delivered electronically if the notes are held by DTC, to each holder's registered address and upon not less than 30 days' nor more than 60 days' prior written notice to the Trustee (or such shorter period as may be agreed by the Trustee), at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below:

Period	Redemption price
2017		102.625	%
2018		101.313	%
2019 and thereafter		100.000	%

        In addition, prior to March 1 , 2017, the Issuer may redeem the notes at its option, in whole at any time or in part from time to time, upon not less than 30 days' nor more than 60 days' prior notice mailed by the Issuer by first-class mail, or delivered electronically if the notes are held by DTC, to each holder's registered address and upon not less than 30 days' nor more than 60 days' prior written notice to the Trustee (or such shorter period as may be agreed by the Trustee), at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        Notwithstanding the foregoing, at any time and from time to time on or prior to March 1, 2017, the Issuer may redeem in the aggregate up to 40% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer, at a redemption price of 105.250% of the principal amount of the notes, plus accrued and unpaid interest and additional interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60% of the original aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 days' nor more than 60 days' prior notice mailed, or delivered electronically if the notes are held by DTC, by the Issuer to each holder of notes and upon not less than 30 days' nor more than 60 days' prior written notice to the Trustee (or such shorter period as may be agreed by the Trustee) and otherwise in accordance with the procedures set forth in the indenture.

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        Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, any redemption described above or notice thereof may, at the Issuer's discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering in the case of a redemption upon completion of an Equity Offering. The Issuer may provide in such notice that payment of the redemption price and the performance of the Issuer's obligations with respect to such redemption may be performed by another Person.

Selection

        In the case of any partial redemption, selection of notes for redemption will be made by the Trustee on a pro rata basis or by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner that complies with the requirements of DTC, if applicable); provided that no notes of $2,000 or less shall be redeemed in part. If any note is to be redeemed in part only, the notice of redemption relating to such note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption so long as the Issuer has deposited with the paying agent funds sufficient to pay the principal of, plus accrued and unpaid interest and additional interest (if any) on, the notes to be redeemed.

Mandatory redemption; offers to purchase; open market purchases

        The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, the Issuer may be required to offer to purchase notes as described under the captions "—Change of control" and "—Certain covenants—Asset sales." Dollar Tree may at any time, and from time to time, purchase notes in the open market or otherwise.

Ranking

        The Indebtedness evidenced by the notes and the Guarantees, respectively, will be unsecured, unsubordinated obligations of the Issuer and the Guarantors, respectively, will rank pari passu in right of payment with all existing and future unsubordinated Indebtedness of the Issuer and the Guarantors, respectively, will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer and the Guarantors, respectively, and will be effectively subordinated to all existing and future secured Indebtedness of the Issuer and the Guarantors, respectively, including any Indebtedness under the credit agreement described in clause (i) of the definition of the term "Credit Agreement," to the extent of the value of the assets securing such Indebtedness.

        As of January 30, 2016, the outstanding total consolidated indebtedness of Dollar Tree was approximately $7,465.5 million, of which approximately $4,208.5 million was secured. As of January 30, 2016, Dollar Tree's non-Guarantor Subsidiaries had an aggregate of approximately $395.8 million of total liabilities (excluding intercompany transactions), all of which would have been structurally senior to the notes and the related guarantees.

        Although the indenture limits the Incurrence of Indebtedness and the issuance of Disqualified Stock by the Issuer and its Restricted Subsidiaries, and the issuance of Preferred Stock by the Restricted Subsidiaries that are not Guarantors, such limitation is subject to a number of significant qualifications and exceptions. The Issuer and its Subsidiaries are able to incur additional amounts of Indebtedness. Under certain circumstances the amount of such Indebtedness could be substantial and, subject to certain limitations, such Indebtedness may be Secured Indebtedness. See "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and "—Certain covenants—Liens."

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        Unless a Subsidiary of the Issuer is a Guarantor, claims of creditors of such Subsidiary, including trade creditors, and claims of preferred stockholders (if any) of such Subsidiary, generally will have priority with respect to the assets and earnings of such Subsidiary over the claims of creditors of the Issuer, including holders of the notes. The notes, therefore, will be effectively subordinated to holders of indebtedness and other creditors (including trade creditors) and preferred stockholders (if any) of any Subsidiary of the Issuer that is not a Guarantor. The only Subsidiaries of the Issuer that are not Guarantors are Dollar Tree International Sarl, Five & Dime International Sarl, Dollar Tree Stores Canada, Inc., DTD Sourcing HK, Ltd., Tarheel Trading International Sarl, FDO Trading International Hong Kong, Ltd., Tarheel Trading International Hong Kong Ltd., Tar Heel Trading International Holding Ltd., Shenzhen Tar Heel Information Consultancy Limited, and Family Dollar Insurance, Inc.

        See "Risk factors—Risks related to the notes and other indebtedness—The notes will be structurally subordinated to all indebtedness of the Issuer's existing and future subsidiaries that do not guarantee the notes."

Guarantees

        Each of the Restricted Subsidiaries of Dollar Tree that are guarantors under the credit agreement described in clause (i) of the definition of the term "Credit Agreement" and each of the Wholly Owned Domestic Subsidiaries of the Issuer that is required to guarantee payment of the notes in accordance with the covenant described under "—Certain covenants—Future guarantors" will jointly and severally guarantee on an unsecured, unsubordinated basis the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuer under the indenture and the notes, whether for payment of principal of, premium, if any, interest or additional interest, if any, on the notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Guarantors being herein called the "Guaranteed Obligations"). Such Guarantors will agree to pay, in addition to the amount stated above, any and all expenses (including out-of-pocket counsel fees and expenses) incurred by the Trustee in enforcing any rights under the Guarantees.

        Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. See "Risk factors—Risks related to the notes and other indebtedness—Federal and state fraudulent transfer laws may permit a court to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require noteholders to return payments received and, if that occurs, you may not receive any payments on the notes."

        Each Guarantor's Guarantee will be automatically released upon:

        (1)   the issuance, sale, exchange, transfer or other disposition (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock of the applicable Guarantor (including any issuance, sale, exchange, transfer or other disposition following which the applicable Guarantor is no longer a Restricted Subsidiary) if such issuance, sale, exchange, transfer or other disposition is made in a manner not in violation of the indenture;

        (2)   the designation of such Guarantor as an Unrestricted Subsidiary in accordance with the covenant described under "—Certain covenants—Limitation on restricted payments" and the definition of "Unrestricted Subsidiary";

        (3)   the release or discharge of the guarantee by such Guarantor of the Indebtedness under (i) the Credit Agreement and (ii) any Capital Markets Indebtedness of the Issuer or any of the Guarantors which created the obligation to guarantee the notes; or

        (4)   the Issuer's exercise of its legal defeasance option or covenant defeasance option as described under "—Defeasance" or if the Issuer's obligations under the indenture are discharged in accordance with the terms of the indenture.

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Change of control

        Upon the occurrence of a Change of Control, each holder will have the right to require the Issuer to repurchase all or any part of such holder's notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Issuer has previously or concurrently elected to redeem notes as described under "—Optional redemption."

        Within 30 days following any Change of Control, except to the extent that the Issuer has exercised its right to redeem the notes by delivery of a notice of redemption as described under "—Optional redemption," the Issuer shall mail, or deliver electronically if the notes are held by DTC, a notice (a "Change of Control Offer") to each holder with a copy to the Trustee:

        (1)   stating that a Change of Control has occurred and that such holder has the right to require the Issuer to repurchase such holder's notes at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to, but excluding, the date of repurchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date);

        (2)   describing the transaction or transactions that constitute(s) such Change of Control;

        (3)   specifying the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered electronically); and

        (4)   providing instructions, determined by the Issuer consistent with this covenant, that a holder must follow in order to have its notes purchased.

        A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

        In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes properly tendered and not withdrawn under such Change of Control Offer.

        If holders of not less than 90% in aggregate principal amount of the outstanding notes validly tender and do not withdraw such notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described above, purchases all of the notes validly tendered and not withdrawn by such holders, the Issuer or such third party will have the right, upon not less than 30 days' nor more than 60 days' prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.

        Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of notes issued but not outstanding or will be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to the preceding paragraphs will have the status of notes issued and outstanding.

        The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuer will comply with the applicable securities laws and

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regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof. This Change of Control repurchase provision is a result of negotiations between the Issuer and the initial purchasers. Subject to the limitations discussed below, the Issuer could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the Issuer's capital structure or credit rating.

        The occurrence of events which would constitute a Change of Control could constitute a default under the Credit Agreement. Future Bank Indebtedness of the Issuer may contain prohibitions on certain events which would constitute a Change of Control or require such Bank Indebtedness to be repaid upon a Change of Control. Moreover, the exercise by the holders of their right to require the Issuer to repurchase the notes upon a Change of Control could cause a default under such Bank Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Issuer. Finally, the Issuer's ability to pay cash to the holders upon a repurchase may be limited by the Issuer's then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. See "Risk factors—Risks related to the notes and other indebtedness—The Issuer may not be able to repurchase the notes upon a change of control."

        The definition of "Change of Control" includes a phrase relating to the sale, lease or transfer of "all or substantially all" of the assets of the Issuer and its Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," under New York law, which governs the indenture, there is no precise established definition of the phrase. Accordingly, the ability of a holder of notes to require the Issuer to repurchase such notes as a result of a sale, lease or transfer of less than all of the assets of the Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

        The provisions under the indenture relating to the Issuer's obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the notes.

Certain covenants

        Set forth below are summaries of certain covenants that will be contained in the indenture.

Suspension of covenants upon achieving investment grade ratings

        If on any date, (i) the notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the indenture then, beginning on that day (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Suspension Event"), the covenants specifically listed under the following captions in this "Description of 2020 exchange notes" section will not be applicable to the notes (collectively, the "Suspended Covenants"):

        (1)   "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (2)   "—Limitation on restricted payments";

        (3)   "—Dividend and other payment restrictions affecting subsidiaries";

        (4)   "—Asset sales";

        (5)   "—Transactions with affiliates";

        (6)   "—Future guarantors";

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        (7)   clause (4) of the first paragraph of "—Merger, amalgamation, consolidation or sale of all or substantially all assets"; and

        (8)   the third and fourth paragraphs of "—Merger, amalgamation, consolidation or sale of all or substantially all assets".

        If and while the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants, the notes will be entitled to substantially less covenant protection. In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under the indenture for any period of time as a result of the foregoing, and on any subsequent date (the "Reversion Date") one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the indenture with respect to future events. The period of time between the Covenant Suspension Event and the Reversion Date is referred to in this description as the "Suspension Period." The Issuer will provide the Trustee with written notice of each Covenant Suspension Event or Reversion Date within five Business Days of the occurrence thereof.

        Additionally, during a Suspension Period the Issuer will no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period and, following the Reversion Date, such designation shall be deemed to have created an Investment pursuant to the final paragraph of the covenant described under the heading "—Limitation on restricted payments" at the time of such designation.

        On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to the first paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" below or one of the clauses set forth in the second paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" below (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness or Disqualified Stock or Preferred Stock Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first or second paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock," such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date or Acquisition Date, as applicable, so that it is classified as permitted under clause (c) of the second paragraph under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock." Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under "—Limitation on restricted payments" will be made as though the covenant described under "—Limitation on restricted payments" had been in effect since the Acquisition Date and prior to, but not during, the Suspension Period (except to the extent expressly set forth in the immediately preceding paragraph). Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as Restricted Payments under the first paragraph of "—Limitation on restricted payments" (except to the extent expressly set forth in the immediately preceding paragraph). As described above, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or the Restricted Subsidiaries during the Suspension Period or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. Within 30 days of such Reversion Date, the Issuer must comply with the terms of the covenant described under "—Future guarantors."

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        For purposes of the "—Dividend and other payment restrictions affecting restricted subsidiaries" covenant, on the Reversion Date, any consensual encumbrances or consensual restrictions of the type specified in clause (a) or (b) of the first paragraph of that covenant entered into during the Suspension Period will be deemed to have been in effect on the Issue Date or Acquisition Date, as applicable, so that they are permitted under clause (1)(i) of the first paragraph under "—Dividend and other payment restrictions affecting restricted subsidiaries."

        For purposes of the "—Transactions with affiliates" covenant, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Issuer entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date or Acquisition Date, as applicable, for purposes of clause (6) of the second paragraph under "—Transactions with affiliates."

        For purposes of the "—Asset sales" covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

        There can be no assurance that the notes will ever achieve or maintain Investment Grade Ratings.

Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock

        The indenture provides that:

        (1)   the Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and

        (2)   the Issuer will not permit any of the Restricted Subsidiaries (other than any Guarantor) to issue any shares of Preferred Stock;

provided, however, that the Issuer and any Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the aggregate principal amount of Indebtedness incurred, and shares of Disqualified Stock and Preferred Stock issued, by Restricted Subsidiaries that are not Guarantors pursuant to this paragraph, together with any Refinancing Indebtedness thereof pursuant to clause (o) below, shall not exceed, the greater of $500 million and 3.5% of Total Assets at the time of Incurrence (plus, in the case of any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (o) below, the Additional Refinancing Amount).

        The foregoing limitations will not apply to:

        (a)   the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness (including under any Credit Agreement and the issuance and creation of letters of credit and bankers' acceptances thereunder) up to an aggregate principal amount outstanding at the time of Incurrence that does not exceed the greater of (x) $7,950 million and (y) the aggregate principal amount of Consolidated Total Indebtedness that at the time of Incurrence does not cause the Secured Leverage Ratio for the Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available, determined on a pro forma basis, to exceed

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3.00 to 1.00; provided, that for purposes of determining the amount of Indebtedness that may be incurred under clause (a)(y) and for purposes of any subsequent calculation of the Secured Leverage Ratio, all Indebtedness incurred and outstanding under this clause (a) shall be treated as Secured Indebtedness;

        (b)   the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the notes issued on the Issue Date and the Guarantees thereof (including any exchange notes and the related Guarantees thereof);

        (c)   (i) the Incurrence of Indebtedness represented by the Initial 2023 Notes; and (ii) Indebtedness (other than Indebtedness described in clauses (a) and (b)) (x) of Dollar Tree or any Subsidiary of Dollar Tree in effect on the Issue Date or (y) of Family Dollar or any Subsidiary of Family Dollar in effect on the Acquisition Date, including, without limitation, the Existing Family Dollar Notes;

        (d)   (i) Indebtedness (including Capitalized Lease Obligations) Incurred by the Issuer or any Restricted Subsidiary, Disqualified Stock issued by the Issuer or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary to finance (whether prior to or within 360 days after) the acquisition, lease, construction, repair, replacement or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) and Attributable Debt in respect of any Sale/Leaseback Transaction (other than any Permitted Sale/Leaseback Transaction) in an aggregate principal amount that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock or Preferred Stock then outstanding and Incurred pursuant to this clause (d), together with any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (o) below, does not exceed the greater of $300 million and 2.25% of Total Assets at the time of Incurrence (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount) and (ii) Attributable Debt in respect of any Permitted Sale/Leaseback Transaction;

        (e)   Indebtedness Incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bank guarantees and similar instruments issued in the ordinary course of business, including without limitation letters of credit in respect of workers' compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental law or permits or licenses from Governmental Authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims;

        (f)    Indebtedness arising from agreements of the Issuer or any Restricted Subsidiary providing for indemnification, adjustment of acquisition or purchase price or similar obligations (including earn-outs), in each case, Incurred or assumed in connection with the Transactions, any Investments or any acquisition or disposition of any business, assets or a Subsidiary not prohibited by the indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

        (g)   Indebtedness of the Issuer to a Restricted Subsidiary or Disqualified Stock of the Issuer issued to a Restricted Subsidiary; provided that (except in respect of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management, Tax and accounting operations of the Issuer and its Subsidiaries) any such Indebtedness owed to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the obligations of the Issuer; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien but not the transfer

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thereof upon foreclosure) or shares of Disqualified Stock shall be deemed, in each case, to be an Incurrence of such Indebtedness or issuance of shares of Disqualified Stock, as applicable, not permitted by this clause (g);

        (h)   shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock or Disqualified Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock or Disqualified Stock not permitted by this clause (h);

        (i)    Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor (except in respect of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management, Tax and accounting operations of the Issuer and its Subsidiaries), such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (i);

        (j)    Hedging Obligations that are not incurred for speculative purposes;

        (k)   obligations (including reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts and similar instruments) in respect of performance, bid, appeal and surety bonds, completion guarantees and similar obligations provided by the Issuer or any Restricted Subsidiary in the ordinary course of business or consistent with past practice or industry practice;

        (l)    Indebtedness or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (l), together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (o) below, does not exceed the greater of $750 million and 5.50% of Total Assets at the time of Incurrence (plus, in the case of any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (o) below, the Additional Refinancing Amount); it being understood that any Indebtedness Incurred pursuant to this clause (l) shall cease to be deemed Incurred or outstanding for purposes of this clause (l) but shall be deemed Incurred for purposes of the first paragraph of this covenant from and after the first date on which the Issuer or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under the first paragraph of this covenant without reliance upon this clause (l);

        (m)  Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary and Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference at any time outstanding, together with Refinancing Indebtedness in respect thereof incurred pursuant to clause (o) hereof, not greater than 100.0% of the net cash proceeds received by the Issuer and its Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer (which proceeds are retained by the Issuer or contributed to the Issuer or a Restricted Subsidiary) or cash contributed to the capital of the Issuer (in each case other than proceeds of Disqualified Stock or

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sales of Equity Interests to, or contributions received from the Issuer or any of its Subsidiaries), to the extent such net cash proceeds or cash have not been applied to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the third paragraph of "—Limitation on restricted payments" or to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) and (3) of the definition thereof) (plus, in the case of any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (o) below, the Additional Refinancing Amount) (it being understood that any Indebtedness incurred pursuant to this clause (m) shall cease to be deemed incurred or outstanding for purposes of this clause (m) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Issuer or such Restricted Subsidiary, as the case may be, could have incurred such Indebtedness under the first paragraph of this covenant without reliance upon this clause (m));

        (n)   any guarantee by the Issuer or any Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any Restricted Subsidiary so long as the Incurrence of such Indebtedness Incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of the indenture; provided that (i) if such Indebtedness is by its terms subordinated in right of payment to the notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee with respect to such Indebtedness shall be subordinated in right of payment to the notes or such Guarantee, as applicable, substantially to the same extent as such Indebtedness is subordinated to the notes or the Guarantee, as applicable, and (ii) if such guarantee is of Indebtedness of the Issuer or any Guarantor, such guarantee is Incurred in accordance with, or not in contravention of, the covenant described under "—Future guarantors" solely to the extent such covenant is applicable;

        (o)   the Incurrence by the Issuer or any of the Restricted Subsidiaries of Indebtedness or Disqualified Stock, or by any Restricted Subsidiary of Preferred Stock, that serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph of this covenant and clauses (a)(y), (b), (c), (d), (l), (m), (o), (p) and (t) of this paragraph up to the outstanding principal amount (or, if applicable, the liquidation preference, face amount, or the like) or, if greater, committed amount (only to the extent the committed amount could have been Incurred on the date of initial Incurrence and was deemed Incurred at such time for the purposes of this covenant) of such Indebtedness or Disqualified Stock or Preferred Stock, in each case at the time such Indebtedness was Incurred or Disqualified Stock or Preferred Stock was issued pursuant to the first paragraph of this covenant or clauses (a)(y), (b), (c), (d), (l), (m), (o), (p) and (t) of this paragraph, or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, plus any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums (including tender premiums), accrued and unpaid interest, expenses, underwriting discounts, commissions, defeasance costs and fees in connection therewith (subject to the following proviso, "Refinancing Indebtedness") prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

        (1)   has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced or defeased and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock being refunded or refinanced that were due on or after the date that is one year following the last maturity date of any notes then outstanding were instead due on such date (provided that this subclause (1) will not apply to any refunding or refinancing of any Secured Indebtedness);

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        (2)   to the extent such Refinancing Indebtedness refinances (a) Indebtedness that by its terms is subordinated in right of payment to the notes or a Guarantee, as applicable, such Refinancing Indebtedness is by its terms subordinated in right of payment to the notes or the Guarantee, as applicable, or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; and

        (3)   shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness of the Issuer or a Guarantor, or (y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;

        (p)   Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or any Restricted Subsidiary Incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or are merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary in accordance with the terms of the indenture (so long as such Indebtedness, Disqualified Stock or Preferred Stock is not Incurred in contemplation of such acquisition, merger, consolidation or amalgamation); provided that after giving effect to such acquisition or merger, consolidation or amalgamation, either:

        (1)   the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant; or

        (2)   the Fixed Charge Coverage Ratio of the Issuer would be no less than immediately prior to such acquisition or merger, consolidation or amalgamation;

        (q)   Indebtedness Incurred in connection with a Securitization Financing that is not recourse to the Issuer or any Restricted Subsidiary other than a Securitization Subsidiary (except for Standard Securitization Undertakings);

        (r)   Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its Incurrence;

        (s)   Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to Bank Indebtedness, in a principal amount not in excess of the stated amount of such letter of credit;

        (t)    Indebtedness of Restricted Subsidiaries that are not Guarantors; provided, however, that the aggregate principal amount for all such Indebtedness that, when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (t), together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (o) above, does not exceed the greater of $500 million and 3.5% of Total Assets at the time of Incurrence (plus, in the case of any Refinancing Indebtedness in respect thereof Incurred pursuant to clause (o) above, the Additional Refinancing Amount) (it being understood that any Indebtedness incurred pursuant to this clause (t) shall cease to be deemed Incurred or outstanding for purposes of this clause (t) but shall be deemed Incurred for the purposes of the first paragraph of this covenant from and after the first date on which such Restricted Subsidiary could have Incurred such Indebtedness under the first paragraph of this covenant without reliance upon this clause (t));

        (u)   Indebtedness of the Issuer or any Restricted Subsidiary consisting of (1) the financing of insurance premiums or (2) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

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        (v)   Indebtedness consisting of Indebtedness of the Issuer or a Restricted Subsidiary to current or former officers, directors and employees of the Issuer, any direct or indirect parent of the Issuer or any of either's Subsidiaries, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent of the Issuer to the extent described in clause (4) of the third paragraph of the covenant described under "—Limitation on restricted payments";

        (w)  Indebtedness in respect of Obligations of the Issuer or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedging Obligations;

        (x)   Indebtedness of, incurred on behalf of, or representing guarantees of Indebtedness of joint ventures, subject to compliance with the covenant described under "—Limitation on restricted payments"; and

        (y)   Indebtedness of the Issuer or any Restricted Subsidiary to or on behalf of any joint venture (regardless of the form of legal entity) that is not a Restricted Subsidiary arising in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance arrangements) of the Issuer and its Restricted Subsidiaries.

        For purposes of determining compliance with this covenant,

        (1)   in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (a) through (y) above or is entitled to be Incurred pursuant to the first paragraph of this covenant, then the Issuer may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this covenant, provided that Indebtedness outstanding under a Credit Agreement entered into on or prior to the Acquisition Date (and any secured Indebtedness representing a refinancing of such Indebtedness) shall be incurred under clause (a) above and may not be reclassified; and

        (2)   (A) in connection with any Limited Condition Acquisition, at the option of the Issuer by written notice to the Trustee, any Indebtedness and/or Lien Incurred to finance such Limited Condition Acquisition shall be deemed to have been Incurred on the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into (and not at the time such Limited Condition Acquisition is consummated) and the Fixed Charge Coverage Ratio and/or the Secured Leverage Ratio shall be tested (x) in connection with such Incurrence, as of the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into, giving pro forma effect to such Limited Condition Acquisition, to any such Indebtedness or Lien, and to all transactions in connection therewith and (y) in connection with any other Incurrence after the date the definitive acquisition agreement relating to such Limited Condition Acquisition was entered into and prior to the earlier of the consummation of such Limited Condition Acquisition or the termination of such definitive agreement prior to the Incurrence, both (i) on the basis set forth in clause (x) above and (ii) without giving effect to such Limited Condition Acquisition or the Incurrence of any such Indebtedness or Liens or the other transactions in connection therewith, and

        (B)  in connection with obtaining any commitment with respect to any Indebtedness to be incurred under clause (a)(y) of the second paragraph of this covenant, the Issuer may, by written notice to the Trustee at any time prior to the actual Incurrence of such Indebtedness, designate such commitment (any such commitment so designated, a "Designated Commitment") as being Indebtedness Incurred on the date of such notice in an amount equal to such Designated

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Commitment (or, at the Issuer's option, if such Designated Commitment has been permanently reduced other than as a result of the Incurrence of funded Indebtedness thereunder, such reduced amount), in which case Indebtedness in such amount shall be deemed to have been Incurred on the date of such notice and shall thereafter be deemed to be outstanding Secured Indebtedness for purposes of any subsequent calculation of the Secured Leverage Ratio, and subsequent borrowings and prepayments under such Designated Commitment shall be disregarded for all purposes of the covenant described above and the covenant set forth under "—Certain covenants—Liens" below until the date such Designated Commitment is terminated.

        Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, amortization of original issue discount, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Where any Indebtedness of any Person other than the Issuer and its Restricted Subsidiaries is guaranteed by one or more of the Issuer and its Restricted Subsidiaries, the aggregate amount of Indebtedness of the Issuer and its Restricted Subsidiaries deemed to be Incurred or outstanding as a result of all such guarantees shall not exceed the amount of such guaranteed Indebtedness. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount (or, if applicable, the liquidation preference, face amount, or the like) of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt. However, if the Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and the refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of the refinancing, the U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount (or, if applicable, the liquidation preference, face amount, or the like) of the refinancing Indebtedness does not exceed the principal amount (or, if applicable, the liquidation preference, face amount, or the like) of the Indebtedness being refinanced, plus any additional Indebtedness Incurred to pay premiums (including tender premiums), accrued and unpaid interest, expenses, underwriting discounts, commissions, defeasance costs and fees in connection therewith.

        Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries may Incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies. The principal amount (or, if applicable, the liquidation preference, face amount, or the like) of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which the respective Indebtedness is denominated that is in effect on the date of the refinancing.

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Limitation on restricted payments

        The indenture provides that, from and after the consummation of the Acquisition on the Acquisition Date, the Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

        (1)   declare or pay any dividend or make any distribution on account of any of the Issuer's or any of its Restricted Subsidiaries' Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving the Issuer (other than (A) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

        (2)   purchase or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

        (3)   make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness of the Issuer or any Guarantor (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (g) and (i) of the second paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"); or

        (4)   make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of such Restricted Payment:

        (a)   no Default shall have occurred and be continuing or would occur as a consequence thereof;

        (b)   immediately after giving effect to such transaction on a pro forma basis, the Issuer could Incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; and

        (c)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Acquisition Date (including Restricted Payments permitted by clauses (1) (to the extent that such Restricted Payment would have reduced the Cumulative Credit if made at the date of the declaration or giving of notice referred to therein and without duplication of any such reduction), (2)(c) (to the extent that the reference to clause (6) therein operates by reference to clause (6)(b)), (6)(b) and (8) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the amount equal to the Cumulative Credit.

        "Cumulative Credit" means the sum of (without duplication):

        (1)   (a) $250 million plus (b) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from February 1, 2015 to the end of the Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus

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        (2)   100% of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash, received by the Issuer after the Issue Date (other than net proceeds to the extent such net proceeds have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to clause (m) of the second paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock") from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer (excluding Refunding Capital Stock, Designated Preferred Stock, Excluded Contributions, Disqualified Stock and Equity Interests issued pursuant to the Acquisition Agreement), including Equity Interests issued upon exercise of warrants or options (other than an issuance or sale to the Issuer or a Restricted Subsidiary), plus

        (3)   100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash received by the Issuer after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, Disqualified Stock and Equity Interests issued pursuant to the Acquisition Agreement and other than contributions to the extent such contributions have been used to incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to clause (m) of the second paragraph of the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"), plus

        (4)   100% of the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock of the Issuer or any Restricted Subsidiary issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests in the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer (provided, in the case of any such parent, such Indebtedness or Disqualified Stock is retired or extinguished), plus

        (5)   100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash received by the Issuer or any Restricted Subsidiary (and 100% of the amount of the reduction in the amount of any guarantee by the Issuer or any Restricted Subsidiary to the extent the provision of such guarantee constituted a Restricted Payment) from:

        (A)  the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or any Restricted Subsidiary) and from repayments of loans or advances, and releases of guarantees, which constituted Restricted Investments,

        (B)  the sale (other than to the Issuer or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or

        (C)  a distribution or dividend from an Unrestricted Subsidiary,

in the case of each of subclauses (A), (B), and (C), other than to the extent that the ability of the Issuer and its Restricted Subsidiaries to make Restricted Payments or Permitted Investments would otherwise be increased by the receipt of such amount of cash or property or the release of such guarantee, plus

        (6)   in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into the Issuer or a Restricted Subsidiary, the Fair Market Value (as determined in good faith by the Issuer) of the Investment of the Issuer or the Restricted

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Subsidiaries in such Unrestricted Subsidiary (which, if the Fair Market Value of such Investment shall exceed $50 million, shall be determined by the Board of Directors of the Issuer) at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) (other than in each case to the extent that the ability of the Issuer and its Restricted Subsidiaries to make Restricted Payments or Permitted Investments would otherwise be increased by such redesignation).

The foregoing provisions will not prohibit:

        (1)   the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration or giving notice thereof, if at the date of declaration or the giving notice of such irrevocable redemption, as applicable, such payment would have complied with the provisions of the indenture;

        (2)   (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests ("Retired Capital Stock") or Subordinated Indebtedness of the Issuer, or any direct or indirect parent of the Issuer or any Guarantor in exchange for, or out of the proceeds of, the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Issuer) (collectively, including any such contributions, "Refunding Capital Stock");

        (b)   the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of Refunding Capital Stock; and

        (c)   if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph and not made pursuant to clause (2)(b), the declaration and payment of dividends on the Refunding Capital Stock in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Retired Capital Stock immediately prior to such retirement;

        (3)   the redemption, repurchase, defeasance, or other acquisition or retirement of Subordinated Indebtedness of the Issuer or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, which is Incurred in accordance with the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" so long as:

        (a)   the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable), plus any accrued and unpaid interest, of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired, plus any tender premiums, plus any defeasance costs, fees, underwriting discounts, commissions and expenses incurred in connection therewith),

        (b)   such Indebtedness is subordinated to the notes or the related Guarantee of such Guarantor, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value,

        (c)   such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled maturity date of the Subordinated Indebtedness being so

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redeemed, repurchased, acquired or retired and (y) 91 days following the last maturity date of any notes then outstanding, and

        (d)   such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Subordinated Indebtedness being redeemed, repurchased, defeased, acquired or retired that were due on or after the date that is one year following the last maturity date of any notes then outstanding were instead due on such date;

        (4)   a Restricted Payment to pay for the repurchase, retirement or other acquisition for value of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by any future, present or former employee, director, officer or consultant of the Issuer, any Subsidiary of the Issuer or any direct or indirect parent of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed $25 million in any calendar year, with unused amounts in any calendar year being permitted to be carried over to the immediately succeeding calendar year; provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed:

        (a)   the cash proceeds received by the Issuer or any of the Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to employees, directors, officers or consultants of the Issuer, any Restricted Subsidiary or any direct or indirect parent of the Issuer that occurs after the Acquisition Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under "—Limitation on Restricted Payments"), plus

        (b)   the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) or the Restricted Subsidiaries after the Acquisition Date;

provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (a) and (b) above in any calendar year; provided, further, that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any present or former employees, directors, officers or consultants of the Issuer, or any Restricted Subsidiary or any direct or indirect parent of the Issuer in connection with a repurchase of Equity Interests of the Issuer or any direct or indirect parent of the Issuer will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the indenture;

        (5)   the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary issued or incurred in accordance with the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (6)   (a) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Acquisition Date; and

        (b)    the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

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provided, however, in the case of each of (a) and (b) above of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or Refunding Capital Stock, after giving effect to such issuance (and the payment of dividends or distributions and treating such Designated Preferred Stock or Refunding Capital Stock as Indebtedness for borrowed money for such purpose) on a pro forma basis (including a pro forma application of the net proceeds therefrom), the Issuer would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

        (7)   [reserved];

        (8)   the payment of dividends on the Issuer's Capital Stock of up to 3% per annum of Market Capitalization;

        (9)   Restricted Payments that are made with (or in an aggregate amount that does not exceed the aggregate amount of) Excluded Contributions;

        (10) other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (10) that are at that time outstanding, not to exceed the greater of $750 million and 5.50% of Total Assets as of the date such Restricted Payment is made;

        (11) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries;

        (12) [reserved];

        (13) [reserved];

        (14) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

        (15) purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Securitization Financing and the payment or distribution of Securitization Fees;

        (16) Restricted Payments by the Issuer or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person;

        (17) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions "—Change of control" and "—Asset sales"; provided that all notes tendered by holders of the notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

        (18) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, that complies with the covenant described under "—Merger, amalgamation, consolidation or sale of all or substantially all assets"; provided that as a result of such consolidation, amalgamation, merger or transfer of assets, the Issuer shall have made a Change of Control Offer (if required by the indenture) and that all notes tendered by holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value;

        (19) any Restricted Payment used to fund the Transactions and the payment of fees and expenses incurred in connection with the Transactions or owed by the Issuer or any direct or

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indirect parent of the Issuer or the Restricted Subsidiaries to Affiliates, and any other payments made in connection with the consummation of the Transactions, whether payable on the Issue Date or thereafter, in each case to the extent permitted by the covenant described under "—Transactions with affiliates";

        (20) any Restricted Payment made under the Acquisition Documents as in effect on the Issue Date, together with such amendments, modifications and waivers that are (i) not materially adverse to the holders of the notes in their capacities as such, as determined in good faith by the Issuer or (ii) consented to by the holders of a majority in principal amount of the notes outstanding; and

        (21) other Restricted Payments; provided that the Consolidated Total Net Leverage Ratio of the Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available, determined on a pro forma basis, is less than 3.50 to 1.00;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (8), (10), (11) and (21), no Default shall have occurred and be continuing or would occur as a consequence thereof; provided, further, that any Restricted Payments made with property other than cash shall be calculated using the Fair Market Value (as determined in good faith by the Issuer) of such property.

        As of the Acquisition Date, all of the Subsidiaries of the Issuer will be Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of "Unrestricted Subsidiary." For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of "Investments." Such designation will only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Dividend and other payment restrictions affecting subsidiaries

        The indenture provides that the Issuer will not, and will not permit any Material Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Material Subsidiary to:

        (a)   pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary (1) on its Capital Stock, or (2) with respect to any other interest or participation in, or measured by, its profits; or

        (b)   make loans or advances to the Issuer or any Restricted Subsidiary that is a direct or indirect parent of such Material Subsidiary;

except in each case for such encumbrances or restrictions existing under or by reason of:

        (1)   (i) contractual encumbrances or restrictions (x) of Dollar Tree or any Subsidiary of Dollar Tree in effect on the Issue Date or (y) of Family Dollar or any Subsidiary of Family Dollar in effect on the Acquisition Date, (ii) contractual encumbrances or restrictions pursuant to the Existing Family Dollar Notes Indenture, the notes issued pursuant thereto and the guarantees thereof, or the 2023 Notes Indenture, the notes issued pursuant thereto (including the Initial 2023 Notes) and the guarantees thereof and (iii) contractual encumbrances or restrictions pursuant to the Credit Agreement, the other Credit Agreement Documents and, in each case, any similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;

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        (2)   the indenture, the notes (and any exchange notes) or the Guarantees;

        (3)   applicable law or any applicable rule, regulation or order;

        (4)   any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

        (5)   contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary;

        (6)   Secured Indebtedness otherwise permitted to be Incurred pursuant to the covenants described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and "—Liens" that limit the right of the debtor to dispose of the assets securing such Indebtedness;

        (7)   restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

        (8)   customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

        (9)   purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business;

        (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business;

        (11) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts;

        (12) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Securitization Financing;

        (13) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer's ability to make anticipated principal or interest payments on the notes (as determined in good faith by the Issuer), provided that in each case such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred by the covenant described under "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (14) any Restricted Investment not prohibited by the covenant described under "—Limitation on restricted payments" and any Permitted Investment; or

        (15) any encumbrances or restrictions of the type referred to in clauses (a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend and other payment

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restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

        For purposes of determining compliance with this covenant, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Asset sales

        The indenture provides that the Issuer will not, and will not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale (other than any Permitted Regulatory Sale), unless (x) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of, and (y), at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of each of the following shall be deemed to be Cash Equivalents for purposes of this provision:

        (a)   any liabilities (as shown on the Issuer or a Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Issuer or a Restricted Subsidiary (other than liabilities that are by their terms subordinated to the notes or any Guarantee) that are assumed by the transferee of any such assets or that are otherwise canceled or terminated in connection with the transaction with such transferee,

        (b)   any notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof (to the extent of the cash received),

        (c)   Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and each Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale,

        (d)   consideration consisting of Indebtedness of the Issuer or any Restricted Subsidiary (other than Subordinated Indebtedness) received after the Acquisition Date from Persons who are not the Issuer or any Restricted Subsidiary, and

        (e)   any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this clause (e) that is at that time outstanding, not to exceed the greater of $300 million and 2.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

        Within 365 days after the Issuer or any Restricted Subsidiary's receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option:

        (1)   to repay, repurchase or redeem (i) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness that is secured by a Lien permitted under the indenture (and, if the

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Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (ii) Indebtedness of a Restricted Subsidiary that is not a Guarantor, (iii) Obligations under the notes as provided under "—Optional redemption," through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof or, in the event that the notes were issued with significant original issue discount, 100% of the accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that the notes were issued with significant original issue discount, 100% of the accreted value thereof) or (iv) other Pari Passu Indebtedness (provided that if the Issuer or any Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (iv), the Issuer will reduce the Notes Obligations as provided under clause (iii) pro rata based on the total principal amount of notes and other Pari Passu Indebtedness outstanding), in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; or

        (2)   to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), assets, or property or capital expenditures, in each case (a) used or useful in a Similar Business or (b) that replace the properties and assets that are the subject of such Asset Sale or to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed.

        In the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the 12-month anniversary of the date of the receipt of such Net Proceeds; provided that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless the Issuer or such Restricted Subsidiary enters into another binding commitment (a "Second Commitment") within six months of such cancellation or termination of the prior binding commitment; provided, further, that the Issuer or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale and to the extent such Second Commitment is later canceled or terminated for any reason before such Net Proceeds are applied or are not applied within 180 days of such Second Commitment, then such Net Proceeds shall constitute Excess Proceeds.

        Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or invest such Net Proceeds in any manner not prohibited by the indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the second paragraph of this covenant (it being understood that any portion of such Net Proceeds used to make an offer to purchase notes, as described in clause (1) above, shall be deemed to have been so applied whether or not such offer is accepted) will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $150 million, the Issuer shall make an offer to all holders of notes (and, at the option of the Issuer, to holders of any other Pari Passu Indebtedness) (an "Asset Sale Offer") to purchase the maximum principal amount of notes (and such other Pari Passu Indebtedness) that is at least $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event the notes or other Pari Passu Indebtedness were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or, in respect of such other Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such other Pari Passu Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in the indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the

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date that Excess Proceeds exceeds $150 million by mailing, or delivering electronically if the notes are held by DTC, the notice required pursuant to the terms of the indenture, with a copy to the Trustee. To the extent that the aggregate amount of notes (and such other Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited by the indenture. If the aggregate principal amount of notes (and such other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee, upon receipt of written notice from the Issuer of the aggregate principal amount to be selected, shall select the notes (but not such other Pari Passu Indebtedness) to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the indenture by virtue thereof.

        If more notes (and such other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such notes (but not such other Pari Passu Indebtedness) for purchase will be made by the Trustee on a pro rata basis or by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with the requirements of DTC, if applicable); provided that no notes of $2,000 or less shall be purchased in part. Selection of such other Pari Passu Indebtedness will be made pursuant to the terms of such other Pari Passu Indebtedness.

        Notices of an Asset Sale Offer shall be mailed by the Issuer by first class mail, postage prepaid, or delivered electronically if the notes are held by DTC, at least 30 days but not more than 60 days before the purchase date to each holder of notes at such holder's registered address. If any note is to be purchased in part only, any notice of purchase that relates to such note shall state the portion of the principal amount thereof that has been or is to be purchased.

Transactions with affiliates

        The indenture provides that the Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an "Affiliate Transaction") involving aggregate consideration in excess of $25 million, unless:

        (a)   such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

        (b)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer, approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above.

        The foregoing provisions will not apply to the following:

        (1)   transactions between or among the Issuer and/or any of the Restricted Subsidiaries (or an entity that becomes the Issuer or a Restricted Subsidiary as a result of such transaction) and any

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merger, consolidation or amalgamation of the Issuer and any direct parent of the Issuer; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of the indenture and effected for a bona fide business purpose;

        (2)   Restricted Payments permitted by the provisions of the indenture described above under the covenant "—Limitation on restricted payments" and Permitted Investments;

        (3)   the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Issuer, any Restricted Subsidiary, or any direct or indirect parent of the Issuer;

        (4)   transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

        (5)   payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors of the Issuer in good faith;

        (6)   any agreement (x) of Dollar Tree or any Subsidiary of Dollar Tree as in effect on the Issue Date or (y) of Family Dollar or any Subsidiary of Family Dollar as in effect on the Acquisition Date, in each case, or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the notes in any material respect than the original agreement as in effect on the Issue Date or Acquisition Date, as applicable) or any transaction contemplated thereby as determined in good faith by the Issuer;

        (7)   the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of any stockholders or limited liability company agreement (including any registration rights agreement or purchase agreement related thereto) to which Dollar Tree or any Subsidiary of Dollar Tree is a party as of the Issue Date or Family Dollar or any Subsidiary of Family Dollar is a party as of the Acquisition Date, and any transaction, agreement or arrangement described in the Offering Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date or Acquisition Date, as applicable, shall only be permitted by this clause (7) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the holders of the notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date or Acquisition Date, as applicable, as determined in good faith by the Issuer;

        (8)   the execution of the Transactions, and the payment of all fees, expenses, bonuses and awards related to the Transactions;

        (9)   (a) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture, which are fair to the Issuer and its Restricted Subsidiaries in the reasonable determination of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with joint ventures or

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Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm;

        (10) any transaction effected as part of a Securitization Financing;

        (11) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person;

        (12) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer, or the Board of Directors of a Restricted Subsidiary, as appropriate, in good faith;

        (13) [reserved];

        (14) any contribution to the capital of the Issuer;

        (15) transactions permitted by, and complying with, the provisions of the covenant described under "—Merger, amalgamation, consolidation or sale of all or substantially all assets";

        (16) transactions between the Issuer or any Restricted Subsidiary and any Person, a director of which is also a director of the Issuer, any Restricted Subsidiary or any direct or indirect parent of the Issuer; provided, however, that such Person abstains from voting as a director of the Issuer, such Restricted Subsidiary or such direct or indirect parent of the Issuer, as the case may be, on any matter involving such Person;

        (17) pledges of Equity Interests of Unrestricted Subsidiaries;

        (18) the formation and maintenance of any consolidated group or subgroup for Tax, accounting or cash pooling or management purposes in the ordinary course of business;

        (19) any employment agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

        (20) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officers' Certificate) for the purpose of improving the consolidated Tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in the indenture;

        (21) [reserved]; and

        (22) any purchase by the Issuer or its Affiliates of Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any of the Restricted Subsidiaries; provided that such purchases are on the same terms as such purchases by such Persons who are not the Issuer's Affiliates.

Liens

        The indenture provides that the Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (except Permitted Liens) on any asset or property of the Issuer or any Restricted Subsidiary securing Indebtedness of the Issuer or a Restricted Subsidiary unless the notes and the Guarantees are equally and ratably secured with (or, at the Issuer's election, on a senior basis to) the obligations so secured until such time as such obligations are no longer secured by a Lien; provided that any such security shall be on a senior basis to any such Indebtedness that is by its terms subordinated in right of payment to the notes.

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        Any Lien that is granted to secure the notes or any Guarantee under the preceding paragraph shall be automatically released and discharged at the same time as the release of the Lien that gave rise to the obligation to secure the notes or such Guarantee.

        For purposes of determining compliance with this covenant, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of Permitted Liens (or any portion thereof) described in the definition of "Permitted Liens" or pursuant to the first paragraph of this covenant but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in the definition of "Permitted Liens" or pursuant to the first paragraph of this covenant, the Issuer may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in one of the categories of permitted Liens (or any portion thereof) described in the definition of "Permitted Liens" or pursuant to the first paragraph of this covenant and, in such event, such Lien securing such item of Indebtedness (or any portion thereof) will be treated as being Incurred or existing pursuant to only such clause or clauses (or any portion thereof) or pursuant to the first paragraph hereof.

        With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness described in clause (11) of the definition of "Indebtedness."

Reports and other information

        The indenture provides that so long as any notes are outstanding thereunder the Issuer will file with the SEC (and furnish to the Trustee and holders with copies thereof, without cost to each holder) the following:

        (1)   within the time periods specified in the SEC's rules and regulations, an annual report with the SEC on Form 10-K (or any successor comparable form);

        (2)   within the time periods specified in the SEC's rules and regulations, a quarterly report with the SEC on Form 10-Q (or any successor comparable form); and

        (3)   promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time periods specified in the SEC's rules and regulations), current reports with the SEC on Form 8- K (or any successor comparable form).

        If the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. If the SEC will not accept the Issuer's filings for any reason, the Issuer will furnish the reports referred to in the preceding paragraphs to the Trustee within the time periods that would apply if the Issuer were required to file those reports with the SEC. The Issuer will not take any action for the purpose of causing the SEC not to accept any such filings. In addition to providing such information to the Trustee, the Issuer shall make available the information required to be provided pursuant to clauses (1) through (3) of this paragraph, by posting such information to its website or on IntraLinks or any comparable online data system or website.

        If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary,

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would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly information required by clause (1) of the first paragraph of this covenant shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.

        In the event that the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity's level on a consolidated basis, the indenture permits the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in a reasonable level of detail, the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand.

        In addition, the Issuer has agreed that for so long as any notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, it will furnish to the holders of the notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Issuer has filed such reports with (or furnished such reports to) the SEC via the EDGAR filing system and such reports are publicly available.

        Delivery of any reports, information and documents to the Trustee will be for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any of its covenants hereunder (as to which the Trustee will be entitled to rely exclusively on Officers' Certificates).

Future Guarantors

        The indenture provides that the Issuer will cause each of its Wholly Owned Domestic Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the credit agreement described in clause (i) of the definition of "Credit Agreement" (or any refinancing thereof) or that guarantees any other Capital Markets Indebtedness of the Issuer or any of the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee the Guaranteed Obligations.

        Each Guarantee shall be released in accordance with the provisions of the indenture described under "—Guarantees."

Merger, amalgamation, consolidation or sale of all or substantially all assets

        The indenture provides that the Issuer may not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

        (1)   the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger or winding up (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof

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(collectively, the "Permitted Jurisdictions", and the Issuer or such Person, as the case may be, being herein called the "Successor Company"); provided that in the event that the Successor Company is not a corporation or limited liability company, a co-obligor of the notes is a corporation or limited liability company;

        (2)   the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under the indenture, the notes and the Registration Rights Agreement (to the extent any obligations of the Issuer thereunder remain outstanding) pursuant to supplemental indentures or other applicable documents or instruments in form reasonably satisfactory to the Trustee;

        (3)   immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

        (4)   immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of the Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either

        (A)  the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock"; or

        (B)  the Fixed Charge Coverage Ratio of the Issuer would be no less than such ratio immediately prior to such transaction;

        (5)   if the Issuer is not the Successor Company, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the indenture and the notes; and

        (6)   the Successor Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with the indenture.

        The Successor Company (if other than the Issuer) will succeed to, and be substituted for, the Issuer under the indenture and the notes, and in such event (other than in connection with a lease) the Issuer will automatically be released and discharged from its obligations under the indenture and the notes. Notwithstanding the foregoing clauses (3) and (4), (a) the Issuer may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to a Restricted Subsidiary, provided that (x) after giving effect to such transaction, no Default shall have occurred and be continuing and (y) the Issuer is the Successor Company, and (b) the Issuer may merge, consolidate or amalgamate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing the Issuer in any Permitted Jurisdiction, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby. This "—Merger, amalgamation, consolidation or sale of all or substantially all assets" will not restrict a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries.

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        The indenture further provides that, except in connection with the Acquisition Merger, subject to certain limitations in the indenture governing release of a Guarantee, no Guarantor will, and the Issuer will not permit any such Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

        (1)   either (a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger or winding up (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a company, corporation, partnership or limited liability company or similar entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof) (such Guarantor or such Person, as the case may be, being herein called the "Successor Person") and the Successor Person (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under the indenture, the Registration Rights Agreement (to the extent any obligations of such Guarantor thereunder remain outstanding), and its Guarantee pursuant to a supplemental indenture or other applicable documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale, assignment, transfer, lease, conveyance or other disposition or consolidation, amalgamation or merger is not in violation of the covenant described above under the caption "—Certain covenants—Asset sales"; and

        (2)   the Successor Person (if other than such Guarantor) shall have delivered or caused to be delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the indenture.

        Subject to certain limitations described in the indenture, the Successor Person (if other than such Guarantor) will succeed to, and be substituted for, such Guarantor under the indenture and its Guarantee, and such Guarantor will automatically be released and discharged from its obligations under the indenture and its Guarantee. Notwithstanding the foregoing, (1) a Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in a Permitted Jurisdiction so long as the amount of Indebtedness of such Guarantor is not increased thereby and (2) a Guarantor may consolidate, amalgamate or merge with or into or wind up into, liquidate, dissolve, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to, the Issuer or any Guarantor.

Defaults

        An "Event of Default" is defined in the indenture as:

        (1)   a default in any payment of interest (including any additional interest) on any note when due, continued for 30 days;

        (2)   a default in the payment of principal or premium, if any, of any note when due at its Stated Maturity, upon redemption (including on a Special Mandatory Redemption Date), required repurchase or otherwise;

        (3)   failure by the Issuer for 90 days after receipt of written notice given by the Trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding (with a copy to the Trustee) to comply with any of its obligations, covenants or agreements contained in the provisions of the indenture described in "—Certain covenants—Reports and other information";

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        (4)   the failure by the Issuer or any Restricted Subsidiary for 60 days after written notice given by the Trustee or the holders of not less than 25% in principal amount of the notes then outstanding (with a copy to the Trustee) to comply with its other obligations, covenants or agreements (other than a default referred to in clauses (1), (2) and (3) above) contained in the notes or the indenture;

        (5)   the failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay any Indebtedness (other than Indebtedness owing to the Issuer or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $100 million or its foreign currency equivalent (the "cross-acceleration provision");

        (6)   certain events of bankruptcy, insolvency or reorganization of the Issuer or a Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) (the "bankruptcy provisions");

        (7)   failure by the Issuer or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $100 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days (the "judgment default provision"); or

        (8)   the Guarantee of a Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) with respect to the notes ceases to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor that qualifies as a Significant Subsidiary (or any group of Guarantors that together would constitute a Significant Subsidiary) denies or disaffirms its obligations under the indenture or any Guarantee with respect to the notes and such Default continues for 10 days.

        The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

        However, a default under clause (3) or (4) will not constitute an Event of Default until the Trustee or the holders of at least 25% in principal amount of outstanding notes notify the Issuer, with a copy to the Trustee, of the default and the Issuer fails to cure such default within the time specified in clause (3) or (4) hereof, as applicable, after receipt of such notice.

        If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) occurs and is continuing, the Trustee by notice to the Issuer or the holders of at least 25% in principal amount of outstanding notes by notice to the Issuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occurs, the principal of, premium, if any, and interest on all the notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of outstanding notes may rescind any such acceleration with respect to the notes and its consequences.

        In the event of any Event of Default specified in clause (5) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the notes, if within 20 days after such Event of Default arose the Issuer delivers an Officers'

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Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the notes as described above be annulled, waived or rescinded upon the happening of any such events.

        In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the indenture or the notes unless:

        (1)   such holder has previously given the Trustee written notice that an Event of Default is continuing,

        (2)   holders of at least 25% in principal amount of the outstanding notes have requested the Trustee to pursue the remedy,

        (3)   such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense,

        (4)   the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and

        (5)   the holders of a majority in principal amount of the outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

        Subject to certain restrictions, the holders of a majority in principal amount of outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the indenture, the Trustee will be entitled to indemnification satisfactory to it against all losses and expenses caused by taking or not taking such action.

        The indenture provides that if a Default occurs and is continuing and is actually known to a Trust Officer of the Trustee, the Trustee must mail, or deliver electronically if the notes are held by DTC, to each holder of the notes notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any note, the Trustee may withhold notice if and so long as it determines that withholding notice is in the interests of the noteholders. In addition, the Issuer is required to deliver to the Trustee, annually, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuer also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Issuer is taking or proposes to take in respect thereof.

Amendments and waivers

        Subject to certain exceptions, the indenture, the notes and the Guarantees may be amended with the consent of the holders of a majority in principal amount of the notes then outstanding and any past default or compliance with any provisions may be waived with the consent of the holders of a majority

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in principal amount of the notes then outstanding. However, without the consent of each holder of an outstanding note affected, no amendment may:

        (1)   reduce the amount of notes whose holders must consent to an amendment;

        (2)   reduce the rate of or extend the time for payment of interest on any note;

        (3)   reduce the principal of or change the Stated Maturity of any note;

        (4)   reduce the premium payable upon the redemption of any note or change the time at which any note may be redeemed as described under "—Optional redemption" above;

        (5)   make any note payable in money other than that stated in such note;

        (6)   expressly subordinate the notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor;

        (7)   impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder's notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's notes;

        (8)   make any change in the amendment provisions which require each holder's consent or in the waiver provisions;

        (9)   amend or waive the Issuer's obligation to redeem the notes through the special mandatory redemption in a manner that would materially adversely affect the holders of the notes; or

        (10) except for any release contemplated by the third paragraph of "—Guarantees", release all or substantially all of the Guarantors from their respective Guarantees.

        Without the consent of any holder, the Issuer and the Trustee may amend the indenture, the notes or the Guarantees to cure any ambiguity, omission, mistake, defect or inconsistency, to provide for the assumption by a Successor Company (with respect to the Issuer) of the obligations of the Issuer under the indenture and the notes, to provide for the assumption by a Successor Person (with respect to any Guarantor) of the obligations of a Guarantor under the indenture and its Guarantee, to provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code), to add a Guarantee or collateral with respect to the notes, to release the Guarantee of a Guarantor as provided in the indenture, to secure the notes, to add to the covenants of the Issuer for the benefit of the holders or to surrender any right or power conferred upon the Issuer, to make any change that does not adversely affect the rights of any holder in any material respect, to conform the text of the indenture, Guarantees or the notes to any provision of the section entitled "Description of 2020 notes" in the Offering Memorandum to the extent that such provision in such "Description of 2020 notes" was intended by the Issuer to be a verbatim recitation of a provision of the indenture, Guarantees or the notes, as applicable, as stated in an Officers' Certificate of the Issuer, to comply with any requirement of the SEC in connection with the qualification of the indenture under the TIA or to effect any provision of the indenture or to make changes to the indenture to provide for the issuance of additional notes.

        The consent of the noteholders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

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No personal liability of directors, officers, employees, managers and stockholders

        No director, officer, employee, manager or incorporator of the Issuer, any Guarantor or any direct or indirect parent company of the Issuer or any Guarantor and no holder of any Equity Interests in the Issuer, any Guarantor or any direct or indirect parent company of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or any Guarantor under the notes, the indenture or the Guarantees, as applicable, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Transfer and exchange

        A noteholder may transfer or exchange notes in accordance with the indenture. Upon any transfer or exchange, the registrar and the Trustee may require a noteholder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a noteholder to pay any taxes payable on transfer that are required by law and permitted by the indenture. The Issuer is not required to transfer or exchange any notes selected for redemption or to transfer or exchange any notes for a period of 15 days prior to the mailing of a notice of redemption of notes to be redeemed. The notes will be issued in registered form and the registered holder of a note will be treated as the owner of such note for all purposes.

        The Issuer will keep a register of holders of its notes at its registered office (the "Register"). Ownership in respect of notes issued by the Issuer passes solely upon registration of the transfer of notes in the Register. In the case of a conflict between a register of notes held by an agent of the Issuer and the Register, the Register will prevail.

Satisfaction and discharge

        The indenture will be discharged and will cease to be of further effect (except as to surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of notes, as expressly provided for in the indenture) as to all outstanding notes when:

        (1)   either (a) all the notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the notes (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year or (iii) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the notes to, but excluding, the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

        (2)   the Issuer and/or the Guarantors have paid all other sums payable under the indenture; and

        (3)   the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with.

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Defeasance

        The Issuer at any time may terminate all of its obligations under the notes and the indenture with respect to the holders of the notes ("legal defeasance"), except for certain obligations, including those respecting the defeasance trust (as defined below) and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes. The Issuer at any time may terminate its obligations under the covenants described under "—Certain covenants" for the benefit of the holders of the notes, the operation of the cross-acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries, the judgment default provision described under "—Defaults" (but only to the extent that those provisions relate to the Defaults with respect to the notes) and the undertakings and covenants contained under "—Change of control" and "—Merger, amalgamation, consolidation or sale of all or substantially all assets" ("covenant defeasance") for the benefit of the holders of the notes. If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee.

        The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (3), (4), (5), (6) (with respect only to Significant Subsidiaries), (7) or (8) under "—Defaults" or because of the failure of the Issuer to comply with clause (4) under "—Merger, amalgamation, consolidation or sale of all or substantially all assets."

        In order to exercise the defeasance option, the Issuer must irrevocably deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations for the payment of principal, premium (if any) and interest on the notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of (a) an Opinion of Counsel to the effect that holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable U.S. federal income tax law) and (b) with respect to U.S. Government Obligations or a combination of money and U.S. Government Obligations, a certificate from a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium (if any) and interest on the notes to redemption or maturity, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the earlier of the date on which arrangements referred to in the succeeding sentence are entered into and the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

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Concerning the trustee

        U.S. Bank National Association is the Trustee under the indenture and will initially act as registrar and paying agent with regard to the notes.

Governing law

        The indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.

Certain definitions

        "2023 Notes Indenture" means the indenture for the Initial 2023 Notes, dated as of February 23, 2015, between the Issuer and U.S. Bank, National Association, as trustee, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

        "Acquired Indebtedness" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        Acquired Indebtedness will be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of such assets.

        "Acquisition" means the acquisition by Dollar Tree of Family Dollar pursuant to the Acquisition Agreement.

        "Acquisition Agreement" means the Agreement and Plan of Merger, dated as of July 27, 2014, by and among Family Dollar, Dollar Tree and Dime Merger Sub, Inc., as amended, restated, supplemented or otherwise modified from time to time.

        "Acquisition Date" means the date of the consummation of the Acquisition.

        "Acquisition Documents" means the Acquisition Agreement and any other agreements or instruments contemplated thereby, in each case, as amended, restated, supplemented or otherwise modified from time to time.

        "Acquisition Merger" means the merger of Dime Merger Sub, Inc. with and into Family Dollar pursuant to the Acquisition Agreement.

        "Additional Refinancing Amount" means, in connection with the Incurrence of any Refinancing Indebtedness, the aggregate principal amount of additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay accrued and unpaid interest, premiums (including tender premiums), expenses, underwriting discounts, commissions, defeasance costs and fees in respect thereof.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

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        "Applicable Premium" means, with respect to any note on any applicable redemption date, as determined by the Issuer, the greater of:

        (1)   1% of the then outstanding principal amount of the note; and

        (2)   the excess, if any, of:

        (a)   the present value at such redemption date of (i) the redemption price of the note, at March 1, 2017 (such redemption price being set forth in the applicable table appearing above under "—Optional redemption") plus (ii) all required interest payments due on the note through March 1, 2017 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (b)   the then outstanding principal amount of the note.

        "Asset Sale" means:

        (1)   the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of Sale/Leaseback Transactions) of the Issuer or any Restricted Subsidiary outside the ordinary course of business (each referred to in this definition as a "disposition"); or

        (2)   the issuance or sale of Equity Interests (other than directors' qualifying shares and shares issued to foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary) (whether in a single transaction or a series of related transactions),

in each case other than:

        (a)   a disposition of Cash Equivalents or obsolete, damaged or worn out property or equipment in the ordinary course of business;

        (b)   the disposition of all or substantially all of the assets of the Issuer or any Guarantor in a manner permitted pursuant to the provisions described above under "—Merger, amalgamation, consolidation or sale of all or substantially all assets" or any disposition that constitutes a Change of Control;

        (c)   any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under "—Certain covenants—Limitation on restricted payments";

        (d)   any disposition of assets of the Issuer or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so disposed or issued in any single transaction or series of related transactions have an aggregate Fair Market Value (as determined in good faith by the Issuer) of less than $25 million;

        (e)   any disposition of property or assets, or the issuance of securities, by the Issuer or a Restricted Subsidiary to the Issuer or a Restricted Subsidiary;

        (f)    any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or greater market value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer;

        (g)   foreclosure or any similar action with respect to any property or other asset of the Issuer or any of the Restricted Subsidiaries;

        (h)   any disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

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        (i)    the lease, assignment or sublease of any real or personal property in the ordinary course of business;

        (j)    any sale of inventory or other assets in the ordinary course of business;

        (k)   any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property;

        (l)    any swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for services (including in connection with any outsourcing arrangements) of comparable or greater value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer;

        (m)  a transfer of assets of the type specified in the definition of "Securitization Financing" (or a fractional undivided interest therein), including by a Securitization Subsidiary in a Securitization Financing, or any other disposition (including by capital contribution) of Permitted Securitization Facility Assets;

        (n)   [reserved];

        (o)   dispositions in connection with Permitted Liens;

        (p)   any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

        (q)   the disposition of any property in a Permitted Sale/Leaseback Transaction described in clause (i), (ii) or (iii) of the definition thereof;

        (r)   dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

        (s)   any surrender, expiration or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind; or

        (t)    dispositions by the Issuer or any of the Restricted Subsidiaries to charitable foundations, not-for-profits or other similar organizations with an aggregate Fair Market Value not to exceed $10 million in any calendar year.

        "Attributable Debt" means, as of any date of determination, as to Sale/Leaseback Transactions, the total obligation (discounted to present value at the rate of interest implicit in the lease included in such transaction) of the lessee for rental payments (other than amounts required to be paid on account of property Taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights) during the remaining portion of the term (including extensions which are at the sole option of the lessor) of the lease included in such transaction.

        "Attributable Receivables Indebtedness" shall mean the principal amount of Indebtedness (other than any Indebtedness subordinated in right of payment owing by a Securitization Subsidiary to a receivables seller or a receivables seller to another receivables seller in connection with the transfer, sale and/or pledge of Securitization Assets) which (i) if a Securitization Financing is structured as a secured lending agreement or other similar agreement, constitutes the principal amount of such Indebtedness or (ii) if a Securitization Financing is structured as a purchase agreement or other similar agreement, would be outstanding at such time under such Securitization Financing if the same were structured as a secured lending agreement rather than a purchase agreement or such other similar agreement.

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        "Bank Indebtedness" means any and all amounts payable under or in respect of (a) the Credit Agreement and the other Credit Agreement Documents, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified in whole or in part from time to time (including after termination of the Credit Agreement), including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof and (b) whether or not the Indebtedness referred to in clause (a) remains outstanding, if designated by the Issuer to be included in this definition, one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, reserve-based loans, securitization or receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers' acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

        "Board of Directors" means, as to any Person, the board of directors or managers, as applicable, of such Person or any direct or indirect parent of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

        "Business Day" means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City.

        "Capital Markets Indebtedness" means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act or (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S of the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC. The term "Capital Markets Indebtedness" (i) shall not include the notes (including, for the avoidance of doubt any additional notes) and (ii) for the avoidance of doubt, shall not be construed to include any Indebtedness under the Credit Agreement or similar Indebtedness, Capitalized Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a "securities offering."

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock or shares;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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        "Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on July 27, 2014 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for purposes of the indenture regardless of any change in GAAP following the Issue Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations.

        "Cash Equivalents" means:

        (1)   U.S. dollars, pounds sterling, euros, or the national currency of any member state in the European Union or such local currencies held from time to time in the ordinary course of business;

        (2)   direct obligations of the United States or any member of the European Union or any agency thereof or obligations guaranteed by the United States or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years from the date of acquisition thereof;

        (3)   time deposit accounts, certificates of deposit, money market deposits, banker's acceptances and other bank deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company having capital, surplus and undivided profits in excess of $250 million and whose long-term debt, or whose parent holding company's long-term debt, is rated at least A by S&P or A2 by Moody's (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

        (4)   repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (2) above entered into with a bank meeting the qualifications described in clause (3) above;

        (5)   commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Issuer) with a rating at the time as of which any investment therein is made of P-1 (or higher) according to Moody's, or A-1 (or higher) according to S&P (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

        (6)   securities with maturities of two years or less from the date of acquisition, issued or fully guaranteed by any State, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by Moody's (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

        (7)   shares of mutual funds whose investment guidelines restrict 95% of such funds' investments to those satisfying the provisions of clauses (2) through (6);

        (8)   money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P or Aaa by Moody's and (iii) have portfolio assets of at least $1,000 million;

        (9)   time deposit accounts, certificates of deposit, money market deposits, banker's acceptances and other bank deposits in an aggregate face amount not in excess of 0.5% of the total assets of the Issuer and its Restricted Subsidiaries, on a consolidated basis, as of the end of the Issuer's most recently completed fiscal year; and

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        (10) instruments equivalent to those referred to in clauses (2) through (9) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by the Issuer or any Restricted Subsidiary organized in such jurisdiction.

        "cash management services" means cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services.

        "CFC" means a "controlled foreign corporation" under section 957 of the Code.

        "Change of Control" means the occurrence of any of the following:

        (1)   the sale, lease or transfer (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) other than to the Issuer or any of its Subsidiaries; or

        (2)   the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation, amalgamation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Issuer, in each case, other than an acquisition where the holders of the Voting Stock of the Issuer as of immediately prior to such acquisition hold 50% or more of the Voting Stock of the ultimate parent of the Issuer or successor thereto immediately after such acquisition (provided no holder of the Voting Stock of the Issuer as of immediately prior to such acquisition owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of the Issuer immediately after such acquisition (other than any Person who previously acquired Equity Interests of the Issuer in a transaction constituting a Change of Control as to which a Change of Control Offer was consummated)), in which case, upon the consummation of any such transaction, "Change of Control" shall thereafter include any Change of Control of such ultimate parent of the Issuer or successor thereto.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "consolidated" means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.

        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum, without duplication, of:

        (1)   gross interest expense of such Person for such period on a consolidated basis, including (a) the amortization of debt discounts, (b) the amortization of all fees (including fees with respect to Hedging Agreements) payable in connection with the Incurrence of Indebtedness to the extent included in interest expense, (c) the portion of any payments or accruals with respect to

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Capitalized Lease Obligations allocable to interest expense and (d) net payments and receipts (if any) pursuant to interest rate Hedging Obligations, and excluding unrealized mark-to-market gains and losses attributable to such Hedging Obligations, additional interest (if any) in respect of the notes, amortization of deferred financing fees and expensing of any bridge or other financing fees; plus

        (2)   capitalized interest of such Person, whether paid or accrued; plus

        (3)   commissions, discounts, yield and other fees and charges incurred for such period, including any losses on sales of receivables and related assets, in connection with any receivables financing of such Person or any of its Restricted Subsidiaries that are payable to Persons other than the Issuer and its Restricted Subsidiaries.

        "Consolidated Net Income" means, with respect to any Person for any period, the aggregate Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, in accordance with GAAP; provided, however, that, without duplication:

        (1)   any net after-Tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses or charges shall be excluded;

        (2)   effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of Taxes, shall be excluded;

        (3)   the cumulative effect of a change in accounting principles (which shall in no case include any change in the comprehensive basis of accounting) during such period shall be excluded;

        (4)   (a) any net after-Tax income or loss from disposed, abandoned, transferred, closed or discontinued operations, (b) any net after-Tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations and (c) any net after-Tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Issuer) shall be excluded;

        (5)   any net after-Tax gains or losses, or any subsequent charges or expenses (less all fees and expenses or charges relating thereto), attributable to the early extinguishment of Indebtedness, Hedging Obligations or other derivative instruments shall be excluded;

        (6)   the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

        (7)   solely for the purpose of calculating the Cumulative Credit, the Net Income for such period of any Subsidiary of such Person shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such subsidiary or its equityholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Subsidiary to such Person or a

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Subsidiary of such Person (subject to the provisions of this clause (7)), to the extent not already included therein;

        (8)   any impairment charge or asset write-off and amortization of intangibles, in each case pursuant to GAAP, shall be excluded;

        (9)   any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, Preferred Stock or other rights shall be excluded;

        (10) any (a) non-cash compensation charges or (b) non-cash costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Acquisition Date of officers, directors and employees, in each case of such Person or any of its Subsidiaries, shall be excluded;

        (11) accruals and reserves that are established or adjusted within 12 months after the Acquisition Date (excluding any such accruals or reserves to the extent that they represent an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded;

        (12) the Net Income of any person and its Subsidiaries shall be calculated by deducting the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-Wholly Owned Subsidiary;

        (13) any unrealized gains and losses related to currency remeasurements of Indebtedness, and any unrealized net loss or gain resulting from hedging transactions for interest rates, commodities or currency exchange risk, shall be excluded;

        (14) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so excluded to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded; and

        (15) non-cash charges for deferred Tax asset valuation allowances shall be excluded (except to the extent reversing a previously recognized increase to Consolidated Net Income).

        "Consolidated Total Indebtedness" means, as of any date of determination, the sum of (without duplication) (i) all Indebtedness of the type set forth in clauses (1), (2), (5) (to the extent related to any Indebtedness that would otherwise constitute Consolidated Total Indebtedness), (6), (8) (other than letters of credit, to the extent undrawn), (9), (11) (to the extent related to any Indebtedness that would otherwise constitute Consolidated Total Indebtedness) and (12) of the definition of "Indebtedness" and (ii) the amount of all obligations with respect to the redemption, repayment or other repurchase of (x) any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock) of the Issuer and its Restricted Subsidiaries or (y) any Preferred Stock of any Restricted Subsidiary that is not a Guarantor, in each case determined on a consolidated basis on such date; provided that the amount of any Indebtedness with respect to which the applicable obligors have entered into currency hedging arrangements shall be calculated giving effect to such currency hedging arrangements.

        "Consolidated Total Net Leverage Ratio" means, with respect to any Person, at any date, the ratio of (i) Consolidated Total Indebtedness of such Person and its Restricted Subsidiaries as of such date of

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calculation (determined on a consolidated basis in accordance with GAAP) less the Unrestricted Cash Amount as of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date.

        In the event that the Issuer or any such Subsidiary Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems any Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Total Net Leverage Ratio is being calculated but prior to the event for which the calculation of the Consolidated Total Net Leverage Ratio is made (the "Consolidated Total Net Leverage Calculation Date"), then the Consolidated Total Net Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

        For purposes of making the computation referred to above, Investments (or series of related Investments) in excess of $25 million, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Total Net Leverage Calculation Date (each, for purposes of this definition, a "pro forma event") shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Total Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Consolidated Total Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officers' Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 12 months of the date the applicable event is consummated and which are expected to have a continuing impact and are factually supportable; provided that the aggregate amount of adjustments in respect of pro forma operating improvements or synergies that do not comply with Article 11 of Regulation S-X for any four quarter period (the "Non-S-X Adjustment Amount") shall not exceed 20% of EBITDA for such period prior to giving effect to the Non-S-X Adjustment Amount for such period.

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        For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

        "Credit Agreement" means (i) the Credit Agreement, entered into in connection with the Acquisition, among the Issuer and the agents, lenders or other parties thereto from time to time, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified in whole or in part from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (except to the extent any such refinancing, replacement or restructuring is designated by the Issuer to not be included in the definition of "Credit Agreement") and (ii) whether or not any credit agreement referred to in clause (i) remains outstanding, if designated by the Issuer to be included in the definition of "Credit Agreement," one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, securitization or receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers' acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, waived, extended, restructured, repaid, renewed, refinanced, restated, replaced (whether or not upon termination, and whether with the original lenders or otherwise) or refunded in whole or in part from time to time.

        "Credit Agreement Documents" means the collective reference to any Credit Agreement, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents (including, without limitation, intercreditor agreements) relating thereto, as amended, supplemented, restated, renewed, refunded, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time.

        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

        "Designated Non-cash Consideration" means the Fair Market Value (as determined in good faith by the Issuer) of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers' Certificate of the Issuer, setting forth such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent disposition of such Designated Non-cash Consideration.

        "Designated Preferred Stock" means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers' Certificate, on the issuance date thereof.

        "Disqualified Stock" means, with respect to any Person, any Equity Interests of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

        (1)   matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,

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        (2)   is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person or any of its Restricted Subsidiaries, or

        (3)   is redeemable at the option of the holder thereof, in whole or in part,

in each case prior to 91 days after the earlier of the maturity date of the notes or the date the notes are no longer outstanding and other than as a result of a change of control or asset sale; provided, however, that only the portion of Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or direct or indirect parent entity or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by such Person in order to satisfy applicable statutory or regulatory obligations or as a result of such employee's termination, death or disability; provided, further, that any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.

        "Domestic Subsidiary" means a Restricted Subsidiary that is not a Foreign Subsidiary.

        "EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus:

        (1)   the sum of, without duplication, in each case, to the extent deducted in calculating or otherwise reducing Consolidated Net Income for such period:

        (a)   provision for Taxes based on income, profits or capital of such Person and its Restricted Subsidiaries for such period, without duplication, including, without limitation, state franchise and similar Taxes, and foreign withholding Taxes (including penalties and interest related to Taxes or arising from Tax examination); plus

        (b)   (x) Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period and (y) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock of any Restricted Subsidiary of such Person or any Disqualified Stock of such Person and its Restricted Subsidiaries; plus

        (c)   depreciation, amortization (including amortization of intangibles, deferred financing fees and actuarial gains and losses related to pensions and other post-employment benefits, but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash charges or expenses to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period; plus

        (d)   any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit; plus

        (e)   any non-cash losses related to non-operational hedging, including, without limitation, resulting from hedging transactions for interest rate or currency exchange risks associated with the notes, the Credit Agreement or the Existing Family Dollar Notes; minus

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        (2)   the sum of, without duplication, in each case, to the extent added back in or otherwise increasing Consolidated Net Income for such period:

        (a)   non-cash items increasing such Consolidated Net Income for such period (excluding the recognition of deferred revenue or any non-cash items which represent the reversal of any accrual of, or reserve for, anticipated cash charges in any prior period and any items for which cash was received in any prior period); plus

        (b)   any non-cash gains related to non-operational hedging, including, without limitation, resulting from hedging transactions for interest rate or currency exchange risks associated with the notes, the Credit Agreement or the Existing Family Dollar Notes.

        Notwithstanding the preceding, the provision for Taxes based on the income or profits of, the Consolidated Interest Expense of, the depreciation and amortization and other non-cash expenses or non-cash items of and the restructuring charges or expenses of, a Restricted Subsidiary (other than any Wholly Owned Subsidiary) of such Person will be added to (or subtracted from, in the case of non-cash items described in clause (b) above) Consolidated Net Income to compute EBITDA (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of such Person, and (B) only to the extent that a corresponding amount of the Net Income of such Restricted Subsidiary would be permitted at the date of determination to be dividended or distributed to such Person by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private sale after the Issue Date of common Capital Stock or Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), other than:

        (1)   public offerings with respect to the Issuer's or such direct or indirect parent's Capital Stock registered on Form F-4, S-4 or Form S-8;

        (2)   issuances to any Subsidiary of the Issuer; and

        (3)   any such public or private sale that constitutes an Excluded Contribution.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "Excluded Contributions" means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by the Issuer) received by the Issuer after the Acquisition Date from:

        (1)   contributions to its common equity capital, and

        (2)   the sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer, in each case designated as Excluded Contributions pursuant to an Officers' Certificate.

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        "Excluded Subsidiary" means (a) each Unrestricted Subsidiary, (b) each Subsidiary that is prohibited from guaranteeing the notes by any requirement of law or that would require consent, approval, license or authorization of a Governmental Authority to guarantee the notes (unless such consent, approval, license or authorization has been received), (c) each Subsidiary that is prohibited by any applicable contractual requirement from guaranteeing the notes on the Acquisition Date or at the time such Subsidiary becomes a Subsidiary (to the extent not incurred in connection with becoming a Subsidiary and in each case for so long as such restriction or any replacement or renewal thereof is in effect), (d) any Securitization Subsidiary, (e) any Insurance Subsidiary, (f) any direct or indirect Domestic Subsidiary of any Foreign Subsidiary, (g) any Domestic Subsidiary that owns no material assets (directly or through its Subsidiaries) other than Equity Interests of one or more Foreign Subsidiaries that are CFCs (a "FSHCO") and (h) any Domestic Subsidiary that owns no material assets (directly or through its Subsidiaries) other than Equity Interests of one or more FSHCOs.

        "Existing Dollar Tree Notes" means the 4.03% Series A Senior Notes due September 16, 2020, 4.63% Series B Senior Notes due September 16, 2023 and 4.78% Series C Senior Notes due September 16, 2025 of Dollar Tree Stores, Inc., each issued pursuant to the Existing Dollar Tree Notes Purchase Agreement.

        "Existing Dollar Tree Notes Purchase Agreement" means the Note Purchase Agreement, dated as of September 16, 2013, among Dollar Tree Stores, Inc., Dollar Tree, and the purchasers named therein, as amended, modified or supplemented from time to time.

        "Existing Family Dollar Notes" means the 5.00% Senior Notes due 2021 of Family Dollar issued pursuant to the Existing Family Dollar Notes Indenture.

        "Existing Family Dollar Notes Indenture" means the Indenture, dated as of January 28, 2011, among Family Dollar and U.S. Bank National Association, as trustee, as amended, modified or supplemented from time to time (including by, without limitation, the First Supplemental Indenture thereto, dated as of January 28, 2011).

        "Fair Market Value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

        "Family Dollar" means Family Dollar Stores, Inc. and any successors thereto.

        "Financial Officer" of any Person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer, Controller or any Director or other executive responsible for the financial affairs of such Person.

        "Fixed Charge Coverage Ratio" means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period.

        In the event that the Issuer or any of the Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of any Securitization Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Fixed Charge Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect pursuant to an Officers' Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent

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Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

        The Fixed Charge Coverage Ratio shall also be subject to the adjustments described in clause (2)(A) of the third paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and, for purposes of the first paragraph of "—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" only, clause (2)(B) of the third paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock."

        For purposes of making the computation referred to above, Investments (or series of related Investments) in excess of $25 million, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Calculation Date (each, for purposes of this definition, a "pro forma event") shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officers' Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 12 months of the date the applicable event is consummated and which are expected to have a continuing impact and are factually supportable; provided that the Non-S-X Adjustment Amount shall not exceed 20% of EBITDA for such period prior to giving effect to the Non- S-X Adjustment Amount for such period.

        If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of

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interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

        For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

        "Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of: (1) Consolidated Interest Expense (excluding amortization or write-off of deferred financing costs) of such Person and its Restricted Subsidiaries for such period and (2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries.

        "Foreign Subsidiary" means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state thereof or the District of Columbia.

        "GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time, it being understood that, for purposes of the indenture, all references to codified accounting standards specifically named in the indenture shall be deemed to include any successor, replacement, amended or updated accounting standard under GAAP.

        "Governmental Authority" means any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

        "guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. The amount of any guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such person in good faith.

        "Guarantee" means any guarantee of the obligations of the Issuer under the indenture and the notes by any Guarantor in accordance with the provisions of the indenture.

        "Guarantor" means (x) each Subsidiary of the Issuer that provides a Guarantee as of the Acquisition Date and (y) any Subsidiary of the Issuer that Incurs a Guarantee; provided that upon the release or discharge of such Person from its Guarantee in accordance with the indenture, such Person shall cease to be a Guarantor.

        "Hedging Agreement" shall mean any agreement with respect to any swap, forward, future or derivative transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index

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transaction, spot contracts, fixed price physical delivery contracts, or any similar transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Issuer or any direct or indirect parent thereof or any of the Restricted Subsidiaries shall be a Hedging Agreement.

        "Hedging Obligations" means obligations in respect of any Hedging Agreement.

        "holder" or "noteholder" means the Person in whose name a note is registered on the registrar's books.

        "Immaterial Subsidiary" means any Subsidiary of the Issuer that, as of the last day of the fiscal quarter of the Issuer most recently ended, (a) did not have assets with a value in excess of 5.0% of Total Assets or revenues representing in excess of 5.0% of total revenues of the Issuer and its Restricted Subsidiaries on a consolidated basis as of such date and (b) taken together with all such Subsidiaries as of such date, did not have assets with a value in excess of 7.5% of Total Assets or revenues representing in excess of 7.5% of total revenues of the Issuer and its Restricted Subsidiaries on a consolidated basis as of such date.

        "Incur" means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

        "Indebtedness" of any Person means, without duplication, (1) all obligations of such Person for borrowed money, (2) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (except any such obligation issued in the ordinary course of business with a maturity date of no more than six months in a transaction intended to extend payment terms of trade payables or similar obligations to trade creditors Incurred in the ordinary course of business), (3) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person (except any such obligation that constitutes a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business), (4) all obligations of such Person issued or assumed as the deferred purchase price of property or services (except any such balance that (a) constitutes a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business, (b) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (c) liabilities accrued in the ordinary course of business) which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto, (5) all guarantees by such Person of Indebtedness of others, (6) all Capitalized Lease Obligations of such Person, (7) Hedging Obligations, to the extent the foregoing would appear on a balance sheet of such Person as a liability, (8) the principal component of all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, (9) the principal component of all obligations of such Person in respect of bankers' acceptances, (10) [reserved], (11) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries), whether or not the Indebtedness secured thereby has been assumed and (12) all Attributable Receivables Indebtedness with respect to Securitization Financings. The amount of Indebtedness of any Person for purposes of clause (11) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby. Notwithstanding anything in this description to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, (x) the effects of Financial Accounting Standards Board Accounting Standards Codification 825 and related interpretations to the extent such

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effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness and (y) obligations under the Acquisition Documents, and any such amounts that would have constituted Indebtedness under the indenture but for the application of clause (x) or (y) of this sentence shall not be deemed an Incurrence of Indebtedness under the indenture.

        "Independent Financial Advisor" means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing, that is, in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged.

        "Initial 2023 Notes" means the 5.750% Senior Notes due 2023 issued by the Issuer on the Issue Date, any guarantees thereof, any exchange notes in respect thereof, and any guarantees of any such exchange notes.

        "Initial Purchasers" means the financial institutions listed on the cover page of the Offering Memorandum.

        "Insurance Subsidiary" means any Subsidiary that is a so-called "captive" insurance company, including, without limitation, Family Dollar Insurance, Inc.

        "Investment Grade Rating" means a rating equal to or higher than "Baa3" (or the equivalent) by Moody's or "BBB–" (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency in the event that either Moody's and/or S&P has not then rated the notes.

        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of "Unrestricted Subsidiary" and the covenant described under "—Certain covenants—Limitation on restricted payments":

        (1)   "Investments" shall include the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by the Issuer) of the net assets of such Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have an "Investment" in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

        (a)   its "Investment" in such Subsidiary at the time of such redesignation less

        (b)   the portion (proportionate to its equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by the Issuer) of the net assets of such Subsidiary at the time of such redesignation; and

        (2)   any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith by the Issuer) at the time of such transfer.

        "Issue Date" means February 23, 2015.

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        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

        "Limited Condition Acquisition" means any acquisition, including by means of a merger, amalgamation or consolidation, by the Issuer or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing or in connection with which any fee or expense would be payable by Issuer or its Subsidiaries to the seller or target in the event financing to consummate the acquisition is not obtained as contemplated by the definitive acquisition agreement.

        "Market Capitalization" means an amount equal to (i) the total number of issued and outstanding shares of Capital Stock of the Issuer or any direct or indirect parent of the Issuer on the date of the declaration of the relevant dividend multiplied by (ii) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of declaration of such dividend.

        "Material Subsidiary" means each Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary.

        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

        "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

        "Net Proceeds" means the aggregate cash proceeds received by the Issuer or any Restricted Subsidiary in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, Taxes paid or payable as a result thereof (after taking into account any available Tax credits or deductions and any Tax sharing arrangements related solely to such disposition), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness secured by a Lien on the assets subject to such Asset Sale required (other than pursuant to the second paragraph of the covenant described under "—Certain covenants—Asset sales") to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Issuer and its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer and its Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

        "Notes Obligations" means Obligations in respect of the notes, the indenture and the Guarantees.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers' acceptances), damages and other liabilities payable under the documentation governing any

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Indebtedness; provided that Obligations with respect to the notes shall not include fees or indemnifications in favor of third parties other than the Trustee and the holders of the notes.

        "Offering Memorandum" means the Issuer's offering memorandum, dated February 6, 2015, relating to the issuance of the Initial 2020 Notes.

        "Officer" means, with respect to any Person, as applicable, (i) the Chairman of the Board, Chief Executive Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, or the Secretary of such Person or (ii) any other duly authorized employee or signatory of such Person.

        "Officers' Certificate" means, with respect to any Person, a certificate signed on behalf of such Person by two Officers of such Person, one of whom must be, to the extent such Person has an Officer meeting such description, the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Person, which meets the requirements set forth in the indenture.

        "Opinion of Counsel" means, with respect to any Person, a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to such Person.

        "Pari Passu Indebtedness" means: (a) with respect to the Issuer, the notes and any Indebtedness which ranks pari passu in right of payment to the notes; and (b) with respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor's Guarantee.

        "Permitted Investments" means:

        (1)   any Investment in the Issuer or any Restricted Subsidiary;

        (2)   any Investment in Cash Equivalents;

        (3)   any Investment by the Issuer or any Restricted Subsidiary in a Person if as a result of such Investment (a) such Person becomes a Restricted Subsidiary, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

        (4)   any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of "—Certain covenants—Asset sales" or any other disposition of assets not constituting an Asset Sale;

        (5)   any Investment of Dollar Tree or any Subsidiary of Dollar Tree existing on, or made pursuant to binding commitments existing on, the Issue Date, or of Family Dollar or any Subsidiary of Family Dollar existing on, or made pursuant to binding commitments existing on, the Acquisition Date, or in each case, any extension, modification or renewal of any such Investment; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or Acquisition Date, as applicable, or (y) as otherwise permitted under the indenture;

        (6)   loans and advances to officers, directors, employees or consultants of the Issuer or any of its Subsidiaries (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed $15 million at the time of Incurrence, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such Person's purchase of Equity Interests of the Issuer or any direct or indirect parent of the Issuer solely to the extent that the amount of such loans and advances shall be contributed to the Issuer in cash as common equity;

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        (7)   any Investment acquired by the Issuer or any Restricted Subsidiary (a) in exchange for any other Investment or accounts receivable held by the Issuer or such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

        (8)   Hedging Obligations permitted under clause (j) of the second paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (9)   [reserved];

        (10) additional Investments by the Issuer or any Restricted Subsidiary having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed the sum of (x) the greater of $1,750 million and 13% of Total Assets as of the date of such Investment plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (10) is made in any Person that is not the Issuer or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Issuer or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (10) for so long as such Person continues to be the Issuer or a Restricted Subsidiary;

        (11) loans and advances to officers, directors or employees for business- related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or to fund such Person's purchase of Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

        (12) Investments the payment for which consists of Equity Interests of the Issuer (other than Disqualified Stock); provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the definition of Cumulative Credit contained in "—Certain covenants—Limitation on restricted payments";

        (13) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of the second paragraph of the covenant described under "—Certain covenants—Transactions with affiliates" (except transactions described in clauses (2), (4), (6), (9)(b) and (16) of such paragraph);

        (14) guarantees issued in accordance with the covenants described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and "—Certain covenants—Future guarantors," including, without limitation, any guarantee or other obligation issued or incurred under any Credit Agreement in connection with any letter of credit issued for the account of the Issuer or any of its Subsidiaries (including with respect to the issuance of, or payments in respect of drawings under, such letters of credit);

        (15) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property;

        (16) any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Securitization Financing, including Investments

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of funds held in accounts permitted or required by the arrangements governing such Securitization Financing or any related Indebtedness;

        (17) Investments consisting of Permitted Securitization Facility Assets or arising as a result of a Securitization Financing;

        (18) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with the Issuer or a Restricted Subsidiary in a transaction that is not prohibited by the covenant described under "—Merger, amalgamation, consolidation or sale of all or substantially all assets" after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

        (19) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

        (20) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Issuer or the Restricted Subsidiaries;

        (21) any Investment in any Subsidiary of the Issuer or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business;

        (22) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing or other arrangements with other Persons, in each case in the ordinary course of business;

        (23) additional Investments in joint ventures and Unrestricted Subsidiaries not to exceed the sum of (A) the greater of $500 million and 3.75% of Total Assets when made, plus (B) an aggregate amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment with the Fair Market Value of each Investment being measured at the time such Investment is made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (23) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (23) for so long as such Person continues to be a Restricted Subsidiary;

        (24) any Investment in fixed income or other assets by any Insurance Subsidiary consistent with customary practices of portfolio management; and

        (25) any Investment in Insurance Subsidiaries that is (i) required by law or applicable regulators or (ii) in an amount, taken together with all other Investments made pursuant to this subclause (ii) that are at the time outstanding, not to exceed the greater of $50 million and 0.5% of Total Assets.

        "Permitted Liens" means, with respect to any Person:

        (1)   pledges or deposits and other Liens granted by such Person under workmens' compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds, performance and return of money bonds, or deposits as security for contested Taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

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        (2)   Liens imposed by law, such as landlord's, carriers', warehousemen's, mechanics', materialmen's, repairmen's, construction or other like Liens securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

        (3)   Liens for Taxes, assessments or other governmental charges not yet overdue by more than 30 days or that are being contested in good faith by appropriate proceedings;

        (4)   Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit, bankers' acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

        (5)   minor survey exceptions, minor encumbrances, trackage rights, special assessments, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

        (6)   (A) Liens on assets of a Subsidiary that is not a Guarantor securing Indebtedness of a Subsidiary that is not a Guarantor permitted to be Incurred pursuant to the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (B)  Liens securing (x) Indebtedness Incurred pursuant to clause (a) of the second paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock" and (y) any other Indebtedness permitted to be Incurred under the indenture if, as of the date such Indebtedness was Incurred, and after giving pro forma effect thereto and the application of the net proceeds therefrom, the Secured Leverage Ratio of the Issuer does not exceed 3.00 to 1.00; and

        (C)  Liens securing Obligations in respect of Indebtedness permitted to be Incurred pursuant to clause (d), (n) (to the extent such guarantees are issued in respect of any such Indebtedness) or (p) (to the extent the Secured Leverage Ratio of the Issuer, after giving pro forma effect thereto, does not exceed 3.00 to 1.00 or is no more than such ratio immediately prior to such incurrence) of the second paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (D)  on and after the Acquisition Date, Liens securing all obligations in respect of the Existing Family Dollar Notes and any guarantees thereof and the Existing Family Dollar Notes Indenture;

        (7)   Liens existing (x) on the assets or property of Dollar Tree or any Subsidiary of Dollar Tree on the Issue date or (y) on the assets or property of Family Dollar or any Subsidiary of Family Dollar on the Acquisition Date (other than Liens in favor of the lenders under the Credit Agreement and Liens securing the Existing Family Dollar Notes and any guarantees thereof);

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        (8)   Liens on assets, property or Equity Interests of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

        (9)   Liens on assets or property at the time the Issuer or a Restricted Subsidiary acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);

        (10) Liens securing Indebtedness or other obligations of the Issuer or a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be Incurred in accordance with the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock";

        (11) Liens securing Hedging Obligations not Incurred in violation of the indenture; provided that with respect to Hedging Obligations relating to Indebtedness, such Lien extends only to the property, if any, securing such Indebtedness, property securing other Indebtedness or cash and Cash Equivalents;

        (12) Liens on inventory or other goods and proceeds of any Person securing such Person's obligations in respect of documentary letters of credit, bank guarantees or bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (13) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any of the Restricted Subsidiaries;

        (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or other obligations not constituting Indebtedness;

        (15) Liens in favor of the Issuer or any Guarantor;

        (16) Liens on Permitted Securitization Facility Assets or the Equity Interests of any Securitization Subsidiary Incurred in connection with a Securitization Financing;

        (17) pledges and deposits and other Liens made in the ordinary course of business to secure liability to insurance carriers;

        (18) Liens on the Equity Interests of Unrestricted Subsidiaries;

        (19) leases or subleases, and licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary course of business;

        (20) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (6), (7), (8), (9), (15) and (25) of this definition; provided, however, that (x) such new Lien shall be limited to all or part of the same property (including any after-acquired property to the extent it would have been subject to the original Lien) that secured the original Lien (plus improvements on and accessions to such

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property, proceeds and products thereof, customary security deposits and any other assets pursuant to the after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being refinanced, refunded, extended, renewed or replaced), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount (but only to the extent the undrawn portion of such commitment was deemed to be Secured Indebtedness on such date in accordance with the definition of Secured Leverage Ratio) of the applicable Indebtedness described under clauses (6), (7), (8), (9), (15) and (25) at the time the original Lien became a Permitted Lien under the indenture, (B) unpaid accrued interest and premiums (including tender premiums), and (C) an amount necessary to pay any underwriting discounts, defeasance costs, commissions, fees and expenses related to such refinancing, refunding, extension, renewal or replacement; provided, further, however, that in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B) or (6)(C), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(B) or (6)(C) and not this clause (20) for purposes of determining the principal amount of Indebtedness outstanding under clause (6)(B) or (6)(C);

        (21) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer's or such Restricted Subsidiary's client at which such equipment is located;

        (22) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

        (23) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into in the ordinary course of business;

        (24) Liens Incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;

        (25) other Liens securing obligations the outstanding principal amount of which does not, taken together with the principal amount of all other obligations secured by Liens incurred under this clause (25) (and by any Liens incurred under clause (20) hereof with respect to any refinancing, refunding, extension, renewal or replacement of any Indebtedness secured by any Lien referred to in this clause (25)) that are at that time outstanding, exceed the greater of $600 million and 4.50% of Total Assets at the time of Incurrence;

        (26) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement securing obligations of such joint venture or pursuant to any joint venture or similar agreement;

        (27) Liens on any amounts held by a trustee (i) in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Issuer or any Restricted Subsidiary, (ii) under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or (iii) under any indenture pursuant to customary discharge, redemption or defeasance provisions;

        (28) Liens (i) arising by virtue of any statutory or common law provisions relating to banker's Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business or (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens

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attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

        (29) Liens (i) in favor of credit card companies pursuant to agreements therewith and (ii) in favor of customers;

        (30) Liens disclosed by the title insurance policies delivered pursuant to the Credit Agreement and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted under the indenture;

        (31) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Issuer or any Restricted Subsidiary in the ordinary course of business;

        (32) in the case of real property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject;

        (33) agreements to subordinate any interest of the Issuer or any Restricted Subsidiary in any accounts receivable or other prices arising from inventory consigned by the Issuer or any such Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business;

        (34) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof; and

        (35) Liens securing insurance premium financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums.

        "Permitted Regulatory Sale" means the sale, divestiture, license, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of stores and other assets, properties and rights of the Issuer and/or its Subsidiaries to the extent necessary or advisable (as determined in good faith by the Issuer) to permit the satisfaction of Section 6.1(b) and Section 6.1(e) of the Acquisition Agreement.

        "Permitted Sale/LeaseBack Transaction" means (i) any Sale/Leaseback Transaction entered into prior to the Acquisition Date, (ii) any Sale/Leaseback Transaction by the Issuer or any of its Subsidiaries (including Family Dollar and its Subsidiaries) with respect to store properties, (iii) a Sale/Leaseback Transaction by the Issuer or any of its Subsidiaries (including Family Dollar and its Subsidiaries) with respect to one distribution center property per fiscal year, with aggregate net proceeds in any fiscal year not to exceed $75 million (with one year carry-forward of any unused amount of such base amount), and (iv) any other Sale/Leaseback Transaction, the proceeds of which shall constitute Net Proceeds.

        "Permitted Securitization Facility Assets" means (i) Securitization Assets, (ii) Related Assets and (iii) loans to the Issuer or any of its Subsidiaries secured by Securitization Assets (whether now existing or arising in the future) and Related Assets which are made pursuant to a Securitization Financing.

        "Person" means any individual, corporation, company, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        "Preferred Stock" means any Equity Interest with a preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

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        "Rating Agency" means (1) each of Moody's and S&P and (2) if Moody's or S&P ceases to rate the notes for reasons outside of the Issuer's control, a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) under the Exchange Act selected by the Issuer or any direct or indirect parent of the Issuer as a replacement agency for Moody's or S&P, as the case may be.

        "Refinancing" means:

        (1)   the repayment in full of all obligations and termination of all commitments under the Credit Agreement, dated as of June 6, 2012, among Dollar Tree Stores, Inc., Dollar Tree, the guarantors parties thereto, the lenders and other financial institutions parties thereto, and Wells Fargo Bank, National Association, as administrative agent, as amended, modified or supplemented from time to time;

        (2)   the repayment in full of all obligations and termination of all commitments under the Amended and Restated 5-Year Credit Agreement, dated as of November 13, 2013, among Family Dollar, the lenders and other financial institutions parties thereto, and Wells Fargo Bank, National Association, as administrative agent, as amended, modified or supplemented from time to time;

        (3)   the repayment in full of all obligations and termination of all commitments under the Amended and Restated 4-Year Credit Agreement, dated as of November 13, 2013, among Family Dollar, the lenders and other financial institutions parties thereto, and Wells Fargo Bank, National Association, as administrative agent, as amended, modified or supplemented from time to time;

        (4)   the redemption, repurchase, defeasance and/or discharge of the Existing Dollar Tree Notes;

        (5)   the redemption, repurchase, defeasance and/or discharge of the 5.41% Series 2005-A Senior Notes, Tranche A due September 27, 2015 and the 5.24% Series 2005-A Senior Notes, Tranche B due September 27, 2015 of Family Dollar and Family Dollar, Inc.; and

        (6)   the making of effective provision to secure all of the Existing Family Dollar Notes, equally and ratably with any and all Indebtedness under the credit agreement described in clause (i) of the definition of the term "Credit Agreement," as required pursuant to the Existing Family Dollar Notes Indenture.

        "Registration Rights Agreement" means (a) with respect to the initial notes issued on the Issue Date, the Registration Rights Agreement dated the Issue Date, among Family Tree Escrow, LLC, Dollar Tree and the Initial Purchasers, and (b) with respect to each issuance of additional notes issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Issuer, any Guarantors and the Persons purchasing such Additional Notes under the related purchase agreement, each as amended, modified or supplemented from time to time.

        "Related Assets" means any assets related to any Securitization Assets including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets which are customarily transferred, sold and/or pledged or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets, any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such Securitization Assets and any collections or proceeds of any of the foregoing (including, without limitation, lock-boxes, deposit accounts, records in respect of Securitization Assets or such Hedging Obligations and collections in respect of Securitization Assets or such Hedging Obligations).

        "Restricted Cash" means cash and Cash Equivalents held by the Issuer and its Restricted Subsidiaries that would appear as "restricted" on a consolidated balance sheet of the Issuer or any of the Restricted Subsidiaries.

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        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this "Description of 2020 exchange notes," all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer.

        "Sale/Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or such Restricted Subsidiary transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between any of the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries.

        "S&P" means Standard & Poor's Ratings Group or any successor to the rating agency business thereof.

        "SEC" means the Securities and Exchange Commission.

        "Secured Indebtedness" means any Consolidated Total Indebtedness secured by a Lien.

        "Secured Leverage Ratio" means, with respect to any Person, at any date, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the Unrestricted Cash Amount as of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred.

        In the event that the Issuer or any such Subsidiary Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems any Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Secured Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Leverage Ratio is made (the "Secured Leverage Calculation Date"), then the Secured Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided that, the Issuer may elect pursuant to an Officers' Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time.

        The Secured Leverage Ratio shall also be subject to the adjustments described in clause (2) of the third paragraph of the covenant described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock."

        For purposes of making the computation referred to above, Investments (or series of related Investments) in excess of $25 million, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes, business realignment projects or initiatives, restructurings or reorganizations that the Issuer or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date (each, for purposes of this definition, a "pro forma event") shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes, business realignment projects or initiatives, restructurings or reorganizations (and the change of any associated fixed charge obligations and the change in EBITDA

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resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation, operational change, business realignment project or initiative, restructuring or reorganization, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation, operational change, business realignment project or initiative, restructuring or reorganization had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officers' Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event within 12 months of the date the applicable event is consummated and which are expected to have a continuing impact and are factually supportable; provided that the Non-S-X Adjustment Amount shall not exceed 20% of EBITDA for such period prior to giving effect to the Non-S-X Adjustment Amount for such period.

        For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "Securitization Assets" means any of the following assets (or interests therein) from time to time originated, acquired or otherwise owned by the Issuer or any Restricted Subsidiary or in which the Issuer or any Restricted Subsidiary has any rights or interests, in each case, without regard to where such assets or interests are located: (1) accounts receivable (including any bills of exchange), (2) royalty and other similar payments made related to the use of trade names and other intellectual property, business support, training and other services, (3) revenues related to distribution and merchandising of the products of the Issuer and its Restricted Subsidiaries, (4) intellectual property rights relating to the generation of any of the foregoing types of assets, (5) parcels of or interests in real property, together with all easements, hereditaments and appurtenances thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof and (6) any other assets and property to the extent customarily included in securitization transactions of the relevant type in the applicable jurisdictions (as determined by the Issuer in good faith).

        "Securitization Fees" means distributions or payments made directly or by means of discounts with respect to any participation interests issued or sold in connection with, and all other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Securitization Financing.

        "Securitization Financing" means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey, transfer and/or pledge (either directly or through any other of the Issuer and its Subsidiaries) of Permitted Securitization Facility Assets to (a) a Securitization Subsidiary, which in turn shall sell,

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convey, transfer and/or pledge interests in the respective Permitted Securitization Facility Assets to any other Person in return for the cash used by such Securitization Subsidiary to acquire such Permitted Securitization Facility Assets; or (b) a bank or other financial institution, which in turn shall finance the acquisition of the Permitted Securitization Facility Assets through a commercial paper conduit or other conduit facility, or directly to a commercial paper conduit or other conduit facility established and maintained by a bank or other financial institution that will finance the acquisition of the Permitted Securitization Facility Assets through the commercial paper conduit or other conduit facility, so long as no portion of the Indebtedness or any other obligations (contingent or otherwise) under such securitization facility or facilities (i) is guaranteed by the Issuer or any Restricted Subsidiary other than a Securitization Subsidiary (excluding guarantees of obligations pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any Restricted Subsidiary other than a Securitization Subsidiary in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset (other than Permitted Securitization Facility Assets or the Equity Interests of any Securitization Subsidiary) of the Issuer or any Restricted Subsidiary other than a Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, in each case other than pursuant to Standard Securitization Undertakings.

        "Securitization Repurchase Obligation" means any obligation of a seller of Securitization Assets in a Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a Securitization Asset or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

        "Securitization Subsidiary" means a Wholly Owned Restricted Subsidiary (or another Person formed for the purposes of engaging in Securitization Financing with the Issuer or any of its Subsidiaries in which the Issuer or any of its Subsidiaries makes an Investment and to which the Issuer or any of its Subsidiaries transfers Securitization Assets and Related Assets) which engages in no activities other than in connection with the financing of Securitization Assets or Related Assets of the Issuer and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Issuer (as provided below) as a Securitization Subsidiary and:

        (a)   with which neither the Issuer nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms which the Issuer determines in good faith to be no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer (other than pursuant to Standard Securitization Undertakings); and

        (b)   to which neither the Issuer nor any Restricted Subsidiary has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results (other than pursuant to Standard Securitization Undertakings).

        Any such designation by the Issuer shall be evidenced to the Trustee by filing with the Trustee an Officers' Certificate of the Issuer certifying that, to the best of such officers' knowledge and belief after consultation with counsel, such designation complied with the foregoing conditions.

        "Significant Subsidiary" means any Restricted Subsidiary that would be a "Significant Subsidiary" of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC (or any successor provisions).

        "Similar Business" means any business the majority of whose revenues are derived from (x) business or activities conducted by the Issuer and its Subsidiaries on the Acquisition Date, (y) any business that is a natural outgrowth or reasonable extension, development or expansion of any business or activities conducted by the Issuer and its Subsidiaries on the Acquisition Date or any business

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similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or (z) any business that in the Issuer's good faith business judgment constitutes a reasonable diversification of businesses conducted by the Issuer and its Subsidiaries.

        "Standard Securitization Undertakings" means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any of its Subsidiaries which the Issuer has determined in good faith to be reasonably customary in a securitization financing transaction, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

        "Stated Maturity" means, with respect to any note, the date specified in such note as the fixed date on which the final payment of principal of such note is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such note at the option of the holder thereof upon the happening of any contingency beyond the control of the Issuer unless such contingency has occurred).

        "Subordinated Indebtedness" means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its Guarantee; provided, however, that no guarantee of Indebtedness which Indebtedness does not itself constitute Subordinated Indebtedness shall constitute Subordinated Indebtedness.

        "Subsidiary" means, with respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

        "Taxes" means any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.

        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the indenture.

        "Total Assets" means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Issuer, calculated on a pro forma basis after giving effect to any subsequent acquisition or disposition of a Person or business.

        "Transactions" means (a) the issuance and sale of the notes pursuant to the Offering Memorandum, (b) the entry into the Escrow Agreement and the transactions related thereto, (c) the Incurrence of Indebtedness to finance the Acquisition, the Refinancing and related costs and expenses, (d) the Refinancing and (e) the Acquisition.

        "Treasury Rate" means, as of the applicable redemption date, as determined by the Issuer, the yield to maturity as of such redemption date of United States Treasury securities with a constant

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maturity (as compiled and published in the most recent Federal Reserve Statistical Release H. 15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to March 1, 2017; provided, however, that if the period from such redemption date to March 1, 2017, as applicable, is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Trust Officer" means any officer within the corporate trust department of the Trustee, including any director, vice president, assistant vice president, associate or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject, in each case, who shall have direct responsibility for the administration of the indenture.

        "Trustee" means the party named as such in the indenture until a successor replaces it and, thereafter, means the successor.

        "Unrestricted Cash Amount" means, on any date, the lesser of (i) $400 million and (ii) the aggregate amount of unrestricted cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries on such date in excess of $100 million.

        "Unrestricted Subsidiary" means:

        (1)   any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner provided below; and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, in each case at the time of such designation; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of the Restricted Subsidiaries other than Permitted Liens described in clause (18) of the definition thereof unless otherwise permitted under the covenant described under "—Certain covenants—Limitation on restricted payments"; provided, further, however that either (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under the covenant described under "—Certain covenants—Limitation on restricted payments."

        The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

        (x)   (1) the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under "—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock," or (2) the Fixed Charge Coverage Ratio of the Issuer would be no less than such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and

        (y)   no Event of Default shall have occurred and be continuing.

        Any such designation by the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer, giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions.

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        "U.S. Government Obligations" means securities that are:

        (1)   direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

        (2)   obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

        "Wholly Owned Domestic Subsidiary" means any Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary.

        "Wholly Owned Restricted Subsidiary" means any Wholly Owned Subsidiary that is a Restricted Subsidiary.

        "Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares or shares required pursuant to applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

Book-Entry, Delivery and Form

        Except as set forth below, the notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

        The notes will be represented by one or more notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance, with the trustee as custodian for DTC, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. DTC will be the depositary for the Global Notes. Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes."

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        In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if: (1) DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days of that notice or (b) has ceased to be a clearing agency registered under the Exchange Act; or (2) there shall have occurred and be continuing an event of default with respect to the notes pursuant to the terms of the 2020 Notes Indentures and the 2023 Notes Indentures (together the "Indentures") and DTC requests such exchange.

        In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be in registered form, registered in such names as the Depositary shall direct, and issued only in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We and the trustee take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

        DTC has advised us that DTC is a limited-purpose trust company organized under New York banking law, a "banking organization" within the meaning of the New York banking law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic computerized book-entry changes, including transfers and pledges, in accounts of its Participants. This eliminates the need for physical movement of securities certificates. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers, trust companies and clear corporations that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants. DTC has also advised us that, pursuant to procedures established by it: (1) upon deposit of the Global Notes, DTC or its custodian will credit the accounts of Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and (2) ownership of beneficial interests in the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes). Investors in the Global Notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to

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the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

        The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described above, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the 2020 Notes Indenture or 2023 Notes Indenture, as applicable, for any purpose.

        Payments in respect of the principal of, and interest or premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indentures. Under the terms of the Indentures, we and the trustee will treat the persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither we, the trustee, nor any agent of ours or the trustee has or will have any responsibility or liability for: (1) any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or (2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal, interest and additional interest, if any), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of the notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal

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procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        DTC has advised us that it will take any action permitted to be taken by a holder of the notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Indentures, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in each Global Note among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither we nor the trustee nor any of our or their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Same Day Settlement and Payment

        We will make payments in respect of the notes represented by the Global Notes, including principal, premium, if any, and interest by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The notes represented by the Global Notes are expected to be eligible to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

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Exchange Offer

        In connection with the issuance of the old notes on February 23, 2015, we entered into registration rights agreements with the initial purchasers, which provides for the exchange offer. The exchange offer will permit eligible holders of notes to exchange the old notes for the exchange notes that are identical in all material respects with the old notes, except that:

•

the exchange notes have been registered under the U.S. federal securities laws and will not bear any legend restricting their transfer;

•

the exchange notes bear different CUSIP numbers from the old notes;

•

the exchange notes will not be subject to transfer restrictions or entitled to registration rights; and

•

the holders of the exchange notes will not be entitled to certain rights under the registration rights agreements, including the provisions for an increase in the interest rate on the old notes in some circumstances relating to the timing of the exchange offer.

        The exchange notes will evidence the same debt as the old notes. Holders of exchange notes will be entitled to the benefits of the 2020 Notes Indenture or 2023 Notes Indenture, as applicable.

General

        We are making the exchange offer to comply with our contractual obligations under the registration rights agreements. Except under limited circumstances, upon completion of the exchange offer, our obligations with respect to the registration of the old notes will terminate.

        We agreed, pursuant to the registration rights agreements, to file with the SEC a registration statement covering the exchange by us of the exchange notes for the old notes, pursuant to the exchange offer. The registration rights agreements provide that we will file with the SEC an exchange offer registration statement on an appropriate form under the Securities Act and offer to holders of old notes who are able to make certain representations the opportunity to exchange their old notes for exchange notes.

        We will commence the exchange offer as soon as practicable after the exchange offer registration statement is declared effective by the SEC. We will keep the exchange offer open for at least 20 business days after the date notice of the exchange offer is mailed to the holders of the old notes. For each old note surrendered to us pursuant to the exchange offer, the holder of such old note will receive an exchange note having a principal amount equal to that of the surrendered old note. Interest on each exchange note will accrue from March 1, 2016.

        In connection with the issuance of the old notes, we have arranged for the old notes to be issued in the form of global notes through the facilities of DTC acting as depositary. The exchange notes will also be issued in the form of global notes registered in the name of DTC or its nominee and each beneficial owner's interest in it will be transferable in book-entry form through DTC.

        Holders of old notes do not have any appraisal or dissenters' rights in connection with the exchange offer. Old notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture under which they were issued, including accrual of interest, but, subject to limited exceptions, will not be entitled to any registration rights under the applicable registration rights agreement. See "—Consequences of Failure to Tender."

        We will be deemed to have accepted validly tendered old notes when and if we have given written notice to the exchange agent of our acceptance. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered old notes are not

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accepted for exchange because of an invalid tender, the occurrence of other events described in this prospectus or otherwise, we will return the certificates for any unaccepted old notes, at our expense, to the tendering holder promptly after the expiration of the exchange offer.

        The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of the old notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of that jurisdiction.

Eligibility; Transferability

        We are making this exchange offer in reliance on interpretations of the staff of the SEC set forth in several no-action letters. However, we have not sought our own no-action letter. Based upon these interpretations, we believe that you, or any other person receiving exchange notes, may offer for resale, resell or otherwise transfer such exchange notes without complying with the registration and prospectus delivery requirements of the U.S. federal securities laws, if:

•

you are, or the person or entity receiving such exchange notes is, acquiring such exchange notes in the ordinary course of business;

•

you do not, nor does any such person or entity, have an arrangement or understanding with any person or entity to participate in any distribution (within the meaning of the Securities Act) of the exchange notes;

•

you are not, or the person or entity receiving such exchange notes is not, engaged in, and you do not, or such person or entity does not, intend to engage in, a distribution (within the meaning of the Securities Act) of the exchange notes;

•

you are not, nor is any such person or entity, our "affiliate" (as such term is defined under Rule 405 under the Securities Act); and

•

you are not acting on behalf of any person or entity who could not truthfully make these statements.

        To participate in the exchange offer, you must represent as the holder of old notes that each of these statements is true.

        Any holder of old notes who is our affiliate, who is participating in or intends to participate in the exchange offer for the purpose of distributing the exchange notes, or is not acquiring the exchange notes in the ordinary course of business:

•

will not be able to rely on the interpretation of the staff of the SEC set forth in the no-action letters described above; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the exchange notes, unless the sale or transfer is made pursuant to an exemption from those requirements.

        Each broker-dealer that receives exchange notes in exchange for old notes acquired for its own account through market-making or other trading activities must acknowledge that it will deliver (or, to the extent permitted by law, make available) a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resale of the exchange notes received in exchange for the old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will use commercially reasonable efforts to amend or supplement this

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prospectus in order to expedite or facilitate the disposition of any exchange notes by such broker-dealers.

Expiration of the Exchange Offer; Extensions; Amendments

        The exchange offer will expire at 5:00 p.m., New York City time, on                    , 2016, or the expiration date, unless we extend the exchange offer. To extend the exchange offer, we will notify the exchange agent and each registered holder of any extension before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right to extend the exchange offer, delay accepting any tendered old notes or, if any of the conditions described below under the heading "—Conditions" have not been satisfied, to terminate the exchange offer. Subject to the terms of the registration rights agreements, we also reserve the right to amend the terms of the exchange offer in any manner. We will give written notice of such delay, extension, termination or amendment to the exchange agent.

        If we amend the exchange offer in a manner that we consider material, we will disclose such amendment by means of a prospectus supplement, and we will extend the exchange offer for a period of five to ten business days.

        Any extension, delay, termination, waiver or amendment of the exchange offer will be followed as promptly as practicable by public announcement thereof by the making of a release through an appropriate news agency, such announcement in the case of an extension to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        If we delay accepting any old notes or terminate the exchange offer, we promptly will pay the consideration offered, or return any old notes deposited, pursuant to the exchange offer as required by Rule 14e-1(c) under the Exchange Act.

Conditions

        Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or issue any exchange notes for, any old notes, and may terminate or amend the exchange offer before the acceptance of the old notes, if:

•

we determine that the exchange offer violates any law, statute, rule, regulation or interpretation by the staff of the SEC or any order of any governmental agency or court of competent jurisdiction; or

•

any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to the exchange offer which, in our judgment, could reasonably be expected to impair our ability to proceed with the exchange offer.

        The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion in whole or in part at any time and from time to time prior to the expiration date. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of such right, and such right shall be considered an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any old notes tendered, and no exchange notes will be issued in exchange for those old notes, if at any time any stop order is threatened or issued with respect to the registration statement of which this prospectus constitutes a part or the qualification of the Indentures under the Trust Indenture Act of 1939.

        In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made to us the representations described under "—Eligibility; Transferability."

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Procedures for Tendering

        We have forwarded to you, along with this prospectus, a letter of transmittal relating to this exchange offer. A holder need not submit a letter of transmittal if the holder tenders old notes in accordance with the procedures mandated by DTC's ATOP. To tender old notes without submitting a letter of transmittal, the electronic instructions sent to DTC and transmitted to the exchange agent must contain your acknowledgment of receipt of and your agreement to be bound by and to make all of the representations contained in the letter of transmittal. In all other cases, a letter of transmittal must be manually executed and delivered as described in this prospectus.

        Only a holder of record of old notes may tender old notes in the exchange offer. To tender in the exchange offer, a holder must comply with all applicable procedures of DTC and either:

•

complete, sign and date the letter of transmittal, have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires and deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

•

in lieu of delivering a letter of transmittal, instruct DTC to transmit on behalf of the holder a computer-generated message to the exchange agent in which the holder of the old notes acknowledges and agrees to be bound by the terms of the letter of transmittal, which computer-generated message must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

        In addition, either:

•

the exchange agent must receive the old notes along with the letter of transmittal;

•

with respect to the old notes, the exchange agent must receive, before expiration of the exchange offer, timely confirmation of book-entry transfer of old notes into the exchange agent's account at DTC, according to the procedure for book-entry transfer described below; or

•

the holder must comply with the guaranteed delivery procedures described below.

        For old notes to be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under "—Exchange Agent" before expiration of the exchange offer.

        The tender by a holder that is not withdrawn before expiration of the exchange offer will constitute an agreement between that holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. Only a registered holder of old notes may tender the old notes in the exchange offer. If a holder completing a letter of transmittal tenders less than all of the old notes held by this holder, this tendering holder should fill in the applicable box of the letter of transmittal. The amount of old notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

        The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and sole risk of the holder. Instead of delivery by mail, you should use an overnight delivery service. In all cases, you should allow for sufficient time to ensure delivery to the exchange agent before the expiration date. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you. You should not send any note, letter of transmittal or other required document to us.

        Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner's behalf. If the beneficial owner wishes to tender on its

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own behalf, it must, prior to completing and executing the letter of transmittal and delivering its old notes, either:

•

make appropriate arrangements to register ownership of the old notes in the owner's name; or

•

obtain a properly completed bond power from the registered holder of old notes.

        The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

        If the applicable letter of transmittal is signed by the record holder(s) of the old notes tendered, the signature must correspond with the name(s) written on the face of the old notes without alteration, enlargement or any change whatsoever. If the applicable letter of transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the old notes.

        A signature on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an "eligible guarantor institution" (within the meaning of Rule 17A(d)-15 under the Exchange Act). Eligible guarantor institutions include banks, brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, government securities brokers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations. The signature need not be guaranteed by an eligible guarantor institution if the old notes are tendered:

•

by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible institution.

        If the letter of transmittal is signed by a person other than the registered holder of any old notes, the old notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the old notes, and an eligible guarantor institution must guarantee the signature on the bond power.

        If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless we waive this requirement, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

        We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of the tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

        Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within the time that we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of old notes will not be deemed made until those defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

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        In all cases, we will issue exchange notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•

the old notes or a timely book-entry confirmation that the old notes have been transferred into the exchange agent's account at DTC; and

•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

        Holders should receive copies of the applicable letter of transmittal with the prospectus. A holder may obtain copies of the applicable letter of transmittal for the old notes from the exchange agent at its offices listed under "—Exchange Agent."

        By signing the letter of transmittal, or causing DTC to transmit an agent's message to the exchange agent, each tendering holder of old notes will, among other things, make the representations in the letter of transmittal described under "—Eligibility; Transferability."

DTC Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer promptly after the date of this prospectus.

        With respect to the old notes, the exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may utilize the DTC ATOP procedures to tender old notes.

        With respect to the old notes, any participant in DTC may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent's account in accordance with DTC's ATOP procedures for transfer.

        However, the exchange for the old notes so tendered will only be made after a book-entry confirmation of such book-entry transfer of old notes into the exchange agent's account and timely receipt by the exchange agent of an agent's message and any other documents required by the letter of transmittal. The term "agent's message" means a message, transmitted by DTC and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a participant tendering old notes that are the subject of the book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce that agreement against the participant.

Guaranteed Delivery Procedures

        Holders wishing to tender their old notes but whose old notes are not immediately available or who cannot deliver their old notes, the letter of transmittal or any other required documents to the exchange agent or cannot comply with the applicable procedures described above before expiration of the exchange offer may still tender if:

•

the tender is made through an eligible guarantor institution, which is defined above under "—Procedures for Tendering";

•

before the expiration date, the exchange agent receives from the eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or a properly transmitted agent's message and notice of guaranteed delivery, in each case:

•

setting forth the name and address of the holder and the registered number(s) and the principal amount of old notes tendered;

•

stating that the tender is being made by guaranteed delivery; and

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•

guaranteeing that, within three New York Stock Exchange trading days after expiration of the exchange offer, the letter of transmittal, together with the old notes or a book-entry transfer confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

•

the exchange agent receives the properly completed and executed letter of transmittal, as well as all tendered old notes in proper form for transfer or a book-entry transfer confirmation, and all other documents required by the letter of transmittal, within three New York Stock Exchange trading days after expiration date.

        Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawal Rights

        Except as otherwise provided in this prospectus, holders of old notes may withdraw their tenders at any time before expiration of the exchange offer.

        For a withdrawal to be effective, the exchange agent must receive a computer-generated notice of withdrawal transmitted by DTC on behalf of the holder in accordance with the standard operating procedures of DTC, or a written notice of withdrawal, which may be by telegram, telex, facsimile transmission or letter, at one of the addresses set forth below under "—Exchange Agent."

        Any notice of withdrawal must:

•

specify the name of the person having tendered the old notes to be withdrawn;

•

identify the old notes to be withdrawn (including the certificate number(s) of the outstanding notes physically delivered) and principal amount of such notes, or, in the case of notes transferred by book-entry transfer, the name of the account at DTC; and

•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the old notes register the transfer of such old notes into the name of the person withdrawing the tender.

        If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of the facility.

        We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal, and our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. We will return any old notes that have been tendered for exchange but that are not exchanged for any reason to their holder without cost to the holder. In the case of old notes tendered by book-entry transfer into the exchange agent's account at DTC, according to the procedures described above, those old notes will be credited to an account maintained with DTC for old notes, promptly after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn old notes by following one of the procedures described under "—Procedures for Tendering" above at any time before the expiration of the exchange offer.

        A holder may provide notice of withdrawal to the exchange agent at its offices listed under "—Exchange Agent."

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Exchange Agent

        U.S. Bank National Association has been appointed as exchange agent for the exchange offer. U.S. National Bank Association also acts as trustee under the Indentures governing the exchange notes. We only accept hard copies of the letter of transmittal or presentations via ATOP through DTC. Holders should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

By Mail:	By Registered, Certified or Express Mail or by Overnight Courier:
U. S. Bank National Association	U. S. Bank National Association
Attn: Corporate Actions	Attn: Corporate Actions
111 Fillmore Avenue	111 Fillmore Avenue
St. Paul, MN 55107-1402	St. Paul, MN 55107-1402

By Facsimile
(for Eligible Institutions Only
for Guarantee of Delivery Only)

U.S. Bank National Association
Facsimile: 651-466-7367
Confirm By Telephone:
800-934-6802

        DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SHOWN ABOVE OR TRANSMISSION VIA FACSIMILE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail. However, we may make additional solicitations by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We may, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

        We will pay the cash expenses to be incurred in connection with the exchange offer, including the following:

•

SEC registration fees;

•

fees and expenses of the exchange agent and trustee;

•

our accounting and legal fees; and

•

our printing and mailing costs.

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Transfer Taxes

        We will pay all transfer taxes, if any, applicable to the exchange of old notes for exchange notes in the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•

exchange notes are to be delivered to, or issued in the name of, any person other than the registered holder of the old notes so exchanged;

•

tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or

•

a transfer tax is imposed for any reason other than the exchange of old notes for exchange notes in the exchange offer.

        If satisfactory evidence of payment of transfer taxes is not submitted with the letter of transmittal, the amount of any transfer taxes will be billed to the tendering holder.

Accounting Treatment

        We will record the exchange notes at the same carrying value as the old notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon completion of the exchange offer.

Consequences of Failure to Tender

        All untendered old notes will remain subject to the restrictions on transfer provided for in the old notes and in the Indentures. Generally, the old notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, such old notes may be resold only:

•

to us (upon redemption thereof or otherwise);

•

pursuant to a registration statement which has been declared effective under the Securities Act;

•

for so long as the old notes are eligible for resale pursuant to Rule l44A, to a person the holder of the old notes and any person acting on its behalf reasonably believes is a "qualified institutional buyer" as defined in Rule l44A, that purchases for its own account or for the account of another qualified institutional buyer, in each case to whom notice is given that the transfer is being made in reliance on Rule l44A;

•

for so long as the old notes are eligible for resale pursuant to Regulation S of the Securities Act, in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S, in each case if notice is given to purchasers that the transfer is being made in reliance on Regulation S; or

•

pursuant to any other available exemption from the registration requirements of the Securities Act (in which case we and the trustee shall have the right to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to us and the trustee),

in each case subject to compliance with any applicable foreign, state or other securities laws.

        Upon completion of the exchange offer, due to the restrictions on transfer of the old notes and the absence of such restrictions applicable to the exchange notes, it is likely that the market, if any, for old notes will be relatively less liquid than the market for exchange notes. Consequently, holders of old notes who do not participate in the exchange offer could experience significant diminution in the value of their old notes, compared to the value of the exchange notes. The holders of old notes not tendered will have no further registration rights, except that, under limited circumstances, we may be required to file a shelf registration statement for a continuous offer of old notes.

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Governing Law

        The Indentures, the exchange notes and old notes are governed by, and construed in accordance with, the laws of the State of New York.

Information Regarding the Registration Rights Agreements

        As noted above, we are effecting the exchange offer to comply with the registration rights agreements. The registration rights agreements require us to:

•

file a registration statement on an appropriate registration form with respect to registered offers to exchange the old notes for exchange notes;

•

use commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act; and

•

under certain circumstances, use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the old notes and to keep that shelf registration statement effective until the earliest of the second anniversary of the Family Dollar acquisition closing date, the date on which the old notes can be sold by a holder in compliance of Rule 144 without regard to volume restrictions and the date on which all old notes covered by the shelf registration statement are disposed of in accordance therewith.

        The requirements described in the first two bullets above under the registration rights agreement will be satisfied when we complete the exchange offer.

        In the event that (1) the registration statement of which this prospectus constitutes a part is not declared effective on or prior to the 365th day after the Family Dollar acquisition closing date, (2) we do not consummate the exchange offer within 40 business days following the 365th day after the Family Dollar acquisition closing date, (3) if a shelf registration statement is required and is not declared effective on or prior to the 365th day after the Family Dollar acquisition closing date or 90 days after a shelf registration demand is delivered, whichever is later, or (4) if applicable, a shelf registration statement covering resales of the old notes has been declared effective and such shelf registration statement thereafter ceases to be effective or the prospectus contained therein ceases to be usable, then additional interest shall accrue on the principal amount of the old notes that are "registrable securities" at a rate of 0.25% per annum for the first 90-day period and an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue (provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum), until the second anniversary of the Family Dollar acquisition closing date or if earlier, when the registration statement which this prospectus constitutes a part is declared effective, the exchange offer is completed or the shelf registration statement is declared effective or the prospectus again becomes usable, as applicable.

        Under the registration rights agreement, we have also agreed to keep the registration statement for the exchange offer effective for 20 business days (or longer, if required by applicable law) after the date on which notice of the exchange offer is mailed to holders.

        Our obligations to register the exchange notes will terminate upon the completion of the exchange offer. However, under certain circumstances specified in the registration rights agreement, we may be required to file a shelf registration agreement for a continuous offer in connection with the old notes.

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Certain U.S. Federal Income Tax Considerations

        The following is a general discussion of certain material U.S. federal income tax considerations relating to the exchange of old notes for exchange notes in the exchange offer, but does not purport to be a complete analysis of all the potential tax considerations. This discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and published positions of the Internal Revenue Service (the "IRS"), each as in effect as of the date hereof. These authorities are subject to change, possibly on a retroactive basis, and any such change could affect the accuracy of the statements and conclusions set forth herein. We have not sought and will not seek any rulings from the IRS with respect to the statements made and the conclusions reached in the following discussion, and accordingly, there can be no assurance that the IRS will not successfully challenge the tax consequences described below.

        This discussion only applies to holders that are beneficial owners of old notes that purchased old notes in the initial offering at their original "issue price" (the first price at which a substantial amount of the notes is sold for cash (excluding sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers)) for cash and that hold such old notes as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address the tax considerations that may be relevant to subsequent purchasers of old notes or exchange notes. This discussion does not purport to address all aspects of U.S. federal income taxation that might be relevant to particular holders in light of their particular circumstances or status or that may be relevant to holders subject to special rules under the U.S. federal income tax laws (including, for example, financial institutions, broker-dealers, traders in securities that elect mark-to-market tax treatment, insurance companies, entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes, United States expatriates, tax-exempt organizations, persons liable for the alternative minimum tax, U.S. holders that have a functional currency other than the United States dollar, "controlled foreign corporations," "passive foreign investment companies" or persons who hold old notes as part of a straddle, hedge, conversion or other risk reduction transaction or integrated investment). This discussion does not address any state, local or foreign income tax consequences, nor does it address any U.S. federal tax considerations other than those pertaining to the income tax. In addition, this discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010.

        If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds old notes, the tax treatment of a person treated as a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Persons that for U.S. federal income tax purposes are treated as a partner in a partnership holding old notes should consult their tax advisors regarding the tax consequences to them of exchanging old notes for exchange notes in the exchange offer.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE EXCHANGE OF THE OLD NOTES FOR EXCHANGE NOTES IN THE EXCHANGE OFFER. YOU ARE ADVISED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO YOU OF EXCHANGING THE OLD NOTES FOR EXCHANGE NOTES IN THE EXCHANGE OFFER AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE, GIFT OR ALTERNATIVE MINIMUM TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

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Exchange Offer

        The exchange of old notes for exchange notes in the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, you will not recognize gain or loss upon the receipt of exchange notes in the exchange offer, your basis in the exchange notes received in the exchange offer will be the same as your basis in the old notes surrendered in exchange therefor immediately before the exchange, and your holding period in the exchange notes will include your holding period in the old notes surrendered in exchange therefor.

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Plan of Distribution

        Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus, as amended or supplemented, available to any broker-dealer upon request for use in connection with any such resale until 180 days after the expiration date of the exchange offer.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to this exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        Pursuant to the registration rights agreements, we have agreed to pay certain expenses incident to this exchange offer and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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Legal Matters

        The validity of the exchange notes and guarantees offered hereby will be passed upon for us by Wachtell, Lipton, Rosen & Katz, New York, New York, in respect of the laws of the State of New York. In rendering its opinion, Wachtell, Lipton, Rosen & Katz will rely upon the opinion of Williams Mullen as to all matters governed by the laws of the State of North Carolina, the State of Delaware and the Commonwealth of Virginia.

Experts

        The consolidated financial statements of Dollar Tree, Inc. as of January 30, 2016 and January 31, 2015 and for each of the years in the three year period ended January 30, 2016 and management's assessment of the effectiveness of internal control over financial reporting as of January 30, 2016 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

        The audit report, dated March 28, 2016, on the effectiveness of internal control over financial reporting as of January 30, 2016, contains an explanatory paragraph that states the Company acquired Family Dollar Stores, Inc. ("Family Dollar") during 2015, and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of January 30, 2016, Family Dollar's internal control over financial reporting associated with total assets of $12,429.2 million and total revenues of $6,162.0 million included in the consolidated financial statements of the Company as of and for the year ended January 30, 2016. The audit report of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Family Dollar.

        The financial statements of Family Dollar Stores, Inc. as of August 30, 2014 and for the fiscal year ended August 30, 2014 incorporated in this prospectus by reference to Dollar Tree, Inc.'s Current Report on Form 8-K dated May 5, 2016 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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DOLLAR TREE, INC.

OFFER TO EXCHANGE
$ 750,000,000 5.250% NOTES DUE 2020
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
5.250% NOTES DUE 2020
REGISTERED UNDER THE SECURITIES ACT

$2,500,000,000 5.750% NOTES DUE 2023
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
5.750% NOTES DUE 2023
REGISTERED UNDER THE SECURITIES ACT

PROSPECTUS

                        , 2016

DOLLAR TREE, INC.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

        The following summarizes the limitations of liability and/or certain indemnification rights provided for in the applicable statutes and organizational documents of the registrants. These summaries are general and do not purport to be complete and are qualified in their entirety by reference to the complete text of the relevant statutes and the organizational documents referred to below.

Virginia Registrants

        Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia as amended (the "Virginia Code"), stipulates that, unless limited by its articles of incorporation, a Virginia corporation must indemnify a director or officer who entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the corporation against the reasonable expenses incurred in connection with the proceeding. The Virginia Code permits a corporation to indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation with signed written undertaking to repay any funds advanced if he or she is not entitled to mandatory indemnification and it is ultimately determined that he or she did not meet the relevant standard of conduct. A corporation is permitted to indemnify a director or officer against liability incurred in a proceeding if a determination has been made by the disinterested members of the board of directors, special legal counsel or shareholders that the director or officer conducted himself or herself in good faith and otherwise met the required standard of conduct. To meet the relevant standard of conduct, the Virginia Code provides that the director or officer must have believed, in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests and, in the case of other conduct, that his or her conduct was at least not opposed to its best interests. In the case of any criminal proceeding, the director or officer must not have had reasonable cause to believe his or her conduct was unlawful. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which a director or officer is adjudged to be liable to the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director or officer has met the relevant standard of conduct. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he or she improperly received a personal benefit. Corporations are given the power to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law.

        Section 13.1-1009 of the Virginia Limited Liability Company Act (the "VALLCA") permits a Virginia limited liability company, subject to the standards and restrictions set forth in its articles of organization or operating agreement, to indemnify and hold harmless any member, manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member, manager or other person for reasonable expenses incurred by such a person who is party to a proceeding in advance of final disposition of the proceeding.

(a)    Dollar Tree, Inc. is incorporated under the laws of Virginia.

        The articles of incorporation of Dollar Tree (the "Dollar Tree charter") provides that, to the full extent that applicable law permits the limitation or elimination of the liability of directors and officers,

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no director or officer of Dollar Tree made a party to any proceeding shall be liable to Dollar Tree or its stockholders for monetary damages arising out of any transaction, occurrence or course of conduct, whether occurring prior or subsequent to the effective date of Dollar Tree's charter.

        The Dollar Tree charter provides that, to the full extent permitted by applicable law, Dollar Tree will indemnify any past or current director or officer of Dollar Tree who was or is a party to any proceeding, including a proceeding brought by or in the right of Dollar Tree or brought by or on behalf of the stockholders of Dollar Tree, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. To the same extent, the board is empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer against liability and to advance or reimburse his expenses in respect to any proceedings arising from any act or omission, whether occurring before or after the execution of such contract. Indemnification is limited to all proceedings commenced after the effective date of the Dollar Tree charter that arise from any act or omission, whether occurring before or after such effective date. Dollar Tree maintains a standard policy of officers' and directors' liability insurance.

(b)    Dollar Tree Air, Inc., Dollar Tree Distribution, Inc., Dollar Tree Management, Inc., Dollar Tree Properties, Inc. and Dollar Tree Stores, Inc. are incorporated under the laws of Virginia.

        The articles of incorporation of each of Dollar Tree Air, Inc., Dollar Tree Distribution, Inc., Dollar Tree Management, Inc., Dollar Tree Properties, Inc. and Dollar Tree Stores, Inc provide that, to the full extent that applicable law permits the limitation or elimination of the liability of directors and officers, no director or officer of the corporation made a party to any proceeding shall be liable to the corporation or its stockholders for monetary damages arising out of any transaction, occurrence or course of conduct, whether occurring prior or subsequent to the effective date of such articles of incorporation. The articles of incorporation of each entity further provide that, to the full extent permitted by applicable law, the corporation will indemnify any past or current director of the corporation who was or is a party to any proceeding, including a proceeding brought by or in the right the corporation or brought by or on behalf of the stockholders of the corporation, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. To the same extent, the board is empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer against liability and to advance or reimburse his expenses in respect to any proceedings arising from any act or omission, whether occurring before or after the execution of such contract. Indemnification is limited to all proceedings commenced after the effective date of the applicable articles of incorporation that arise from any act or omission, whether occurring before or after such effective date.

(c)    Family Dollar Stores of Arizona, Inc., Family Dollar Stores of Colorado, Inc., Family Dollar Stores of Connecticut, Inc., Family Dollar Stores of D.C., Inc., Family Dollar Stores of Iowa, Inc., Family Dollar Stores of Louisiana, Inc., Family Dollar Stores of Maryland, Inc., Family Dollar Stores of Massachusetts, Inc. Family Dollar Stores of Michigan, Inc., Family Dollar Stores of Mississippi, Inc., Family Dollar Stores of Nevada, Inc., Family Dollar Stores of New Mexico, Inc., Family Dollar Stores of New York, Inc., Family Dollar Stores of North Carolina, Inc., Family Dollar Stores of North Dakota, Inc., Family Dollar Stores of Ohio, Inc., Family Dollar Stores of Rhode Island, Inc., Family Dollar Stores of South Dakota, Inc., Family Dollar Stores of Tennessee, Inc., Family Dollar Stores of Vermont, Inc., Family Dollar Stores of West Virginia, Inc., Family Dollar Stores of Wisconsin, Inc. and Family Dollar Stores of Wyoming, Inc. are incorporated under the laws of Virginia.

        The articles of incorporation of each of Family Dollar Stores of Arizona, Inc., Family Dollar Stores of Colorado, Inc., Family Dollar Stores of Connecticut, Inc., Family Dollar Stores of D.C., Inc., Family

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Dollar Stores of Iowa, Inc., Family Dollar Stores of Louisiana, Inc., Family Dollar Stores of Maryland, Inc., Family Dollar Stores of Massachusetts, Inc. Family Dollar Stores of Michigan, Inc., Family Dollar Stores of Mississippi, Inc., Family Dollar Stores of Nevada, Inc., Family Dollar Stores of New Mexico, Inc., Family Dollar Stores of New York, Inc., Family Dollar Stores of North Carolina, Inc., Family Dollar Stores of North Dakota, Inc., Family Dollar Stores of Ohio, Inc., Family Dollar Stores of Rhode Island, Inc., Family Dollar Stores of South Dakota, Inc., Family Dollar Stores of Tennessee, Inc., Family Dollar Stores of Vermont, Inc., Family Dollar Stores of West Virginia, Inc., Family Dollar Stores of Wisconsin, Inc. and Family Dollar Stores of Wyoming provide that no officer or director of the corporation will be liable for any amount of monetary damages to the corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise to the fullest extent permitted by law, unless an officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

        The bylaws of each of Family Dollar Stores of Arizona, Inc., Family Dollar Stores of Colorado, Inc., Family Dollar Stores of Connecticut, Inc., Family Dollar Stores of D.C., Inc., Family Dollar Stores of Iowa, Inc., Family Dollar Stores of Louisiana, Inc., Family Dollar Stores of Maryland, Inc., Family Dollar Stores of Massachusetts, Inc. Family Dollar Stores of Michigan, Inc., Family Dollar Stores of Mississippi, Inc., Family Dollar Stores of Nevada, Inc., Family Dollar Stores of New Mexico, Inc., Family Dollar Stores of New York, Inc., Family Dollar Stores of North Carolina, Inc., Family Dollar Stores of North Dakota, Inc., Family Dollar Stores of Ohio, Inc., Family Dollar Stores of Rhode Island, Inc., Family Dollar Stores of South Dakota, Inc., Family Dollar Stores of Tennessee, Inc., Family Dollar Stores of Vermont, Inc., Family Dollar Stores of West Virginia, Inc., Family Dollar Stores of Wisconsin, Inc. and Family Dollar Stores of Wyoming provide that each corporation will indemnify any past or current director or officer of the corporation against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnified party in connection with any threatened, pending or completed action to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the corporation (and in any criminal action, had no reasonable cause to believe the conduct was unlawful), and provided, with respect to threatened, pending or completed actions by or in the right of the corporation, no indemnification will be provided if such indemnified party is found to be liable for negligence or engaged in misconduct in the performance of his duty to the corporation unless a court determines indemnification, in light of all the circumstances of the case, is fair and reasonable.

(c)    Dollar Tree Sourcing Company, LLC, Dollar Tree Ollie's LLC, DT Realty, LLC and DT Retail Properties, LLC are limited liability companies under the laws of Virginia.

        The operating agreement of Dollar Tree Ollie's LLC, provides that, to the full extent permitted by applicable law, no member or manager of the company made a party to any proceeding will be liable to the company or a member for monetary damages arising out of any transaction, occurrence or course of conduct, and further provides that, to the fullest extent permitted by applicable law, the company will indemnify any member or manager who was or is a party to any proceeding, including a proceeding brought by or in the right of the company or brought by or on behalf of a member, against any liability incurred by him in connection with the proceeding.

        The operating agreement of each of Dollar Tree Sourcing Company, LLC, DT Realty, LLC, and DT Retail Properties, LLC, provides that, in any proceeding brought by or in the right of the company or brought by or on behalf of the member, a manager or officer of the company or any of its affiliates will not be liable to the company or its member for any monetary damages arising out of any

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transaction, occurrence or course of conduct, unless the manager, officer or affiliate is adjudged to have engaged in willful misconduct or a knowing violation of the criminal law.

        The operating agreement of each of Dollar Tree Sourcing Company, LLC, DT Realty, LLC, and DT Retail Properties, LLC, further provides that the company will indemnify any past or current manager or officer of the company against expenses, judgments, fines, penalties, awards, costs, amounts paid in settlements and liability of all kinds actually and reasonably incurred by such indemnified party in connection with any threatened, pending or completed action to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a manager or officer of the company or is or was serving at the request of the company as a director, officer, manager, employee or agent of another entity or as a fiduciary with respect to an employee benefit plan, if he acted in good faith and in a manner he believed to be in or not opposed to the best interests of the company (and in any criminal action, had no reasonable cause to believe the conduct was unlawful), and provided no indemnification will be provided if such indemnified party is found liable to the company for willful misconduct or a knowing violation of the criminal law in the performance of his duties to the company unless a court determines indemnification, in light of all the circumstances of the case, is fair and reasonable.

(d)    Family Dollar Distribution, LLC, Family Dollar Stores of Alabama, LLC, Family Dollar Stores of Arkansas, LLC, Family Dollar Stores of Delaware, LLC, Family Dollar Stores of Florida, LLC, Family Dollar Stores of Georgia, LLC, Family Dollar Stores of Missouri, LLC, Family Dollar Stores of New Jersey, LLC, Family Dollar Stores of Oklahoma, LLC, Family Dollar Stores of Pennsylvania, LLC, Family Dollar Stores of South Carolina, LLC, Family Dollar Stores of Texas, LLC, Family Dollar Utah DC, LLC, FD Beach Blvd, LLC and FD Retail Properties, LLC are limited liability companies under the laws of Virginia.

        The operating agreement of each of Family Dollar Stores of Alabama, LLC, Family Dollar Stores of Arkansas, LLC, Family Dollar Stores of Delaware, LLC, Family Dollar Stores of Florida, LLC, Family Dollar Stores of Georgia, LLC, Family Dollar Stores of Missouri, LLC, Family Dollar Stores of New Jersey, LLC, Family Dollar Stores of Oklahoma, LLC, Family Dollar Stores of Pennsylvania, LLC, Family Dollar Stores of South Carolina, LLC and FD Retail Properties, LLC provides that to the fullest extent authorized by applicable law, the company will indemnify and hold harmless the member, and each officer, authorized agent and employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, officer, authorized agent or employee of the company.

        The operating agreement of each of Family Dollar Distribution, LLC, Family Dollar Stores of Texas, LLC, Family Dollar Utah DC, LLC, and FD Beach Blvd, LLC, provides the company will indemnify each person made or threatened to be made a party to any action, suit or proceeding by reason of the fact the person was a director, manager, officer, employee, agent or member of the company or was serving at the request of the company as a director, governor, manager, officer, partner, trustee, employee, agent or trustee or any other entity against all expense, liability and loss actually and reasonably incurred by the person to the fullest extent permitted by applicable law.

        The operating agreement of each of Family Dollar Distribution, LLC, Family Dollar Stores of Texas, LLC, Family Dollar Utah DC, LLC, and FD Beach Blvd, LLC, further provides that no director, manager, member, officer, employee or agent of the company will be liable, accountable or responsible in damages or otherwise to the company or any member for an action or omission within the scope of the person's authority unless the action or omission was performed in bad faith or constituted gross negligence, fraud, or a breach of fiduciary duty.

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Delaware Registrants

        Under Section 145 of the Delaware General Corporation Law (the "DGCL"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person in fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current, director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

        Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors' fiduciary duty of care, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchase or redemption) or (iv) for any transaction from which a director derived an improper personal benefit.

        Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (the "DULPA") provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. Section 17-303 of the DULPA provides that a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of the rights and powers of a limited partner, he or she participates in the control of the business. However, if the limited partner does participate in the control of the business, he or she is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

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(a)    DTD Tennessee, Inc., Greenbrier International, Inc., Family Dollar Stores, Inc. and FD Spinco II, Inc. are incorporated under the laws of Delaware.

        The certificate of incorporation of DTD Tennessee, Inc. provides that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) as provided under Section 174 of the DGCL or (iv) for any transaction from which a director derived an improper personal benefit.

        The certificate of incorporation of Greenbrier International, Inc. provides that to the full extent that applicable law permits the limitation or elimination of the liability of a past or current director or officer of the corporation, no such director or officer shall be liable to the corporation or its stockholders for monetary damages arising out of any transaction, occurrence or course of conduct. The certificate of incorporation also provides that to the fullest extent permitted by applicable law, the corporation will indemnify any such director or officer who was or is a party any proceeding, including a proceeding brought by or in the right of the corporation or brought by or on behalf of the stockholders of the corporation, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. To the same extent, the board is empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer against liability and to advance or reimburse his expenses in respect to any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

        The certificate of incorporation of Family Dollar Stores, Inc. provides a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) as provided under Section 174 of the DGCL or (iv) for any transaction from which a director derived an improper personal benefit. The certificate of incorporation also provides that, that to the fullest extent permitted applicable law, the corporation will indemnify any such person who was or is a party to any action by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person.

        The certificate of incorporation of FD Spinco II, Inc. provides that to the fullest extent permitted by applicable law, no director of the corporation will be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director.

(b)    Family Dollar Merchandising, L.P. is a limited partnership under the laws of Delaware.

        The limited partnership agreement of Family Dollar Merchandising, L.P. provides that no partner, person acting on behalf of a partner, or officer of the partnership will have any liability in damages or otherwise to the partnership or to any partner for any loss, damage, cost, liability or expense incurred by reason of or caused by any act or omission by such person except for (i) when the person knew at the time of the act or omission that it was in conflict with the interests of the partnership, (ii) any acts or omissions taken in bad faith or that involve intentional misconduct or a knowing violation of law, or (iii) a willful breach of the partnership agreement.

        The limited partnership agreement of Family Dollar Merchandising, L.P., further provides that the partnership will indemnify and hold harmless to the greatest extent permitted by applicable law any partner, any officer of the partnership, and any officer or director of any partner for any judgments,

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settlements, penalties, fines, expenses and attorneys' fees incurred by reason of or arising out of any action or inaction on behalf of the partnership or in further of the interest of the partnership except for (i) when the person knew at the time of the act or omission that it was in conflict with the interests of the partnership, (ii) any acts or omissions taken in bad faith or that involve intentional misconduct or a knowing violation of law.

North Carolina Registrants

        Section 55-8-51 of the North Carolina Business Corporation Act ("NCBCA") provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (ii) in connection with any proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

        Section 55-8-57 of the NCBCA permits a corporation, in its articles of incorporation or bylaws or by contract or resolution, to indemnify, or agree to indemnify, its directors, officers, employees or agents against liability and expenses (including attorneys' fees) in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation. Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was made a party because he was or is a director or officer of the corporation against reasonable expenses actually incurred by the director or officer in connection with the proceeding. Section 55-8-57 of the NCBCA authorizes a corporation to purchase and maintain insurance on behalf of an individual who was or is a director, officer, employee or agent of the corporation against certain liabilities incurred by such a person, whether or not the corporation is otherwise authorized by the NCBCA to indemnify that person.

        Section 57D-3-31 of the North Carolina Limited Liability Company Act (the "NCLLCA") provides that a limited liability company shall indemnify a person who is wholly successful on the merits or otherwise in the defense of any proceeding to which the person was a party because the person is or was a member, manager, or other company official if the person also is or was an interest owner at the time to which the claim relates and was acting within the person's scope of authority as a manager, member, or other company official against expenses incurred by the person in connection with the proceeding. A North Carolina limited liability company is required to reimburse a person who is or was a member for any payment made and indemnify the person for any obligation, including any judgment, settlement, penalty, fine, or other cost, incurred or borne in the authorized conduct of the business or preservation of the business or property, whether acting in the capacity of a manager, member, or other company official if, in making the payment or incurring the obligation, the person complied with the duties and standards of conduct (i) under Section 57D-3-21 of the NCLLCA, as modified or eliminated by the operating agreement or (ii) otherwise imposed by the NCLLCA or other applicable law.

        Section 59-303 of the North Carolina Revised Uniform Limited Partnership Act (the "NCULPA") provides that a limited partner is not liable for the obligations of a limited partnership by reason of

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being a limited partner and does not become liable for obligations of a limited partnership by participating in the management or control of the business.

(a)    Family Dollar Holdings, Inc., Family Dollar IP Co., Family Dollar Operations, Inc., Family Dollar Services, Inc., Family Dollar Stores of Virginia, Inc., Family Dollar Trucking, Inc. and Family Dollar, Inc. are incorporated under the laws of North Carolina.

        The articles of incorporation of each of Family Dollar Holdings, Inc. and Family Dollar, Inc. provide that to the fullest extent permitted by applicable law, no directors of the corporation will be liable to the corporation or its shareholders for monetary damages for activities performed in connection with the organization of the corporation. The articles of incorporation of each of Family Dollar Operations, Inc., Family Dollar Services, Inc. and Family Dollar Trucking, Inc. provide that to the fullest extent permitted by applicable law, the corporation shall indemnify all persons whom it has power to indemnify against all expenses, liabilities or other matters, both as to action in his official capacity and as to action in another capacity while holding office, and also provide that the personal liability of directors of the corporation is eliminated to the fullest extent permitted by applicable law. The bylaws of each of Family Dollar Holdings, Inc., Family Dollar Operations, Inc., Family Dollar Services, Inc., Family Dollar Trucking, Inc. and Family Dollar, Inc. provide that the corporation shall indemnify its current or past directors and officers, to the fullest extent permitted by applicable law, against (a) reasonable expense, including attorneys' fees, actually incurred in connection with any action, seeking to hold him liable by reason of the fact that he is or was acting in such capacity and (b) reasonable payments made by him in satisfaction of any judgment, fine, penalty or settlement for which he may have become liable in any such action. The corporation will not indemnify any person on account of such person's activities which were at the time taken known or believed to be clearly in conflict with the best interests of the corporation or as a result of any improper benefit realized by such person.

        The articles of incorporation Family Dollar IP Co., provide that to the fullest extent permitted by applicable law, no officer or director of the corporation will be liable for any amount of monetary damages to the corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach or otherwise. The articles of incorporation of Family Dollar Stores of Virginia, Inc. do not contain any provision relating to indemnification. The bylaws of each of Family Dollar IP Co. and Family Dollar Stores of Virginia, Inc. provide that the corporation will indemnify any past or current director or officer of the corporation against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnified party in connection with any threatened, pending or completed action (other than an action by or in the right of the corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the corporation or is or was serving at the request of the corporation, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the corporation (and in any criminal action, had no reasonable cause to believe the conduct was unlawful). In addition, the bylaws of each of Family Dollar IP Co. and Family Dollar Stores of Virginia, Inc. provide that the corporation will indemnify any past or current director or officer of the corporation against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnified party in connection with any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the corporation, provided no indemnification will be provided if such indemnified party is found to be negligent or engaged in misconduct in the performance of his duty to the corporation unless a court determines indemnification, in light of all the circumstances of the case, is fair and reasonable.

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(b)    Family Dollar GC, LLC, Midwood Brands, LLC and Matthews Real Estate Holdings LLC are limited liability companies under the laws of North Carolina.

        The operating agreement of each of Family Dollar GC, LLC and Midwood Brands, LLC provides that to the maximum extent permitted by applicable law, the manager will not be liable to the company or any other third party (i) for mistakes of judgment, (ii) any act or omission suffered or taken by the manager or (iii) for losses due to any such mistakes, action or inaction. It further provides that except as restricted by applicable law, the manager is not liable for and the company will indemnify the manager against all liabilities and claims against the manager arising from the manager's performance of its duties under the agreement.

        The operating agreement of Matthews Real Estate Holding LLC provides that to the fullest extent authorized by applicable law, the company will indemnify and hold harmless the member, and each officer, authorized agent and employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, officer, authorized agent or employee of the company

(c)    Family Dollar Stores of Indiana, LP, Family Dollar Stores of Kentucky, LP, and Monroe Road Holdings LP are limited partnerships under the laws of North Carolina.

        The limited partnership agreement of each of Family Dollar Stores of Indiana, L.P. and Family Dollar Stores of Kentucky, LP provides that no partner or officer of the partnership will have liability in damages or otherwise to the partnership or to any partner for any loss, damage, cost, liability or expense incurred by reason of any act or omission by such person except for acts or omissions that such person knew at the time was clearly in conflict with the interest of the partnership, acts or omissions not in good faith or that involved intentional misconduct or knowing violation of law, or a willful breach of the partnership agreement. The limited partnership agreement of each of Family Dollar Stores of Indiana, L.P. and Family Dollar Stores of Kentucky, LP further provides that the partnership will indemnify and hold harmless any partner and any officer or director of any partner and any officer of the partnership to the extent permitted by law for any judgments, settlements, penalties, fines, expenses and attorneys' fees incurred by reason of or arising out of any action or omission on behalf of or in furtherance of the interest of the partnership, and may also advance expenses to such person upon a determination to do so by a majority in interest of the partners other than the partner seeking such advance. Such indemnification is to be satisfied out of the partnership assets only and no partner is obligated to make additional capital contributions to satisfy such indemnification obligations.

        The limited partnership agreement of Monroe Road Holdings LP provides that to the fullest extent permitted by law, the partnership will indemnify and hold harmless the general partner and its partners, officers, directors, agents and employees against all costs, losses, damages, liabilities, including legal fees, suffered by reason of any act or omission arising out of or in connection with the partnership or the limited partnership agreement, or claims or actions, whether actual or threatened, in which such person may be involved, arising out or in connection with service to or management of the affairs or assets of the partnership, provided that such person's acts, omissions or alleged acts or omissions were not made in bad faith or did not constitute gross negligence, willful misconduct or fraud and any such amount shall be paid by the partnership to the extent assets are available, but the limited partner shall not have any personal liability to the general partner on account of such loss, damage or expense.

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Item 21.    Exhibits

Exhibit No.			Description of Exhibit
	3.1		Articles of Incorporation of Dollar Tree (as amended) (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Dollar Tree dated June 20, 2013)
	3.2		Bylaws of Dollar Tree (as amended) (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Dollar Tree dated July 6, 2015)
	3.3	*	Articles of Incorporation of Dollar Tree Air, Inc.
	3.4	*	Bylaws of Dollar Tree Air, Inc.
	3.5	*	Articles of Incorporation of Dollar Tree Distribution, Inc.
	3.6	*	Bylaws of Dollar Tree Distribution, Inc. (as amended,
	3.7	*	Articles of Incorporation of Dollar Tree Management, Inc.
	3.8	*	Bylaws of Dollar Tree Management, Inc.
	3.9	*	Articles of Incorporation of Dollar Tree Properties, Inc.
	3.10	*	Bylaws of Dollar Tree Properties, Inc.
	3.11	*	Articles of Organization of Dollar Tree Sourcing Company, LLC
	3.12	*	Operating Agreement of Dollar Tree Sourcing Company, LLC
	3.13	*	Third Restated Articles of Incorporation of Dollar Tree Stores, Inc. (as amended)
	3.14	*	Third Restated Bylaws of Dollar Tree Stores, Inc. (as amended)
	3.15	*	Articles of Organization of Dollar Tree Ollie's, LLC
	3.16	*	Operating Agreement of Dollar Tree Ollie's, LLC (as amended)
	3.17	*	Articles of Organization of DT Realty, LLC
	3.18	*	Operating Agreement of DT Realty, LLC
	3.19	*	Articles of Organization of DT Retail Properties, LLC
	3.20	*	Operating Agreement of DT Retail Properties, LLC
	3.21	*	Certificate of Incorporation of DTD Tennessee, Inc.
	3.22	*	Bylaws of DTD Tennessee, Inc.
	3.23	*	Certificate of Incorporation of Greenbrier International, Inc.
	3.24	*	Bylaws of Greenbrier International, Inc.
	3.25	*	Amended and Restated Articles of Organization of Family Dollar Distribution, LLC
	3.26	*	Amended and Restated Operating Agreement of Family Dollar Distribution, LLC
	3.27	*	Articles of Organization of Family Dollar GC, LLC
	3.28	*	Operating Agreement of Family Dollar GC, LLC
	3.29	*	Articles of Incorporation of Family Dollar Holdings, Inc.
	3.30	*	Bylaws of Family Dollar Holdings, Inc.
	3.31	*	Articles of Incorporation of Family Dollar IP Co.
	3.32	*	Bylaws of Family Dollar IP Co.
	3.33	*	Certificate of Limited Partnership of Family Dollar Merchandising, L.P.

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Exhibit No.			Description of Exhibit
	3.34	*	Limited Partnership Agreement of Family Dollar Merchandising, L.P.
	3.35	*	Articles of Incorporation of Family Dollar Operations, Inc. (as amended)
	3.36	*	Bylaws of Family Dollar Operations, Inc.
	3.37	*	Articles of Incorporation of Family Dollar Services, Inc. (as amended)
	3.38	*	Bylaws of Family Dollar Services, Inc.
	3.39	*	Articles of Organization of Family Dollar Stores of Alabama, LLC
	3.40	*	Operating Agreement of Family Dollar Stores of Alabama, LLC
	3.41	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Arizona, Inc.
	3.42	*	Amended and Restated Bylaws of Family Dollar Stores of Arizona, Inc.
	3.43	*	Articles of Organization of Family Dollar Stores of Arkansas, LLC
	3.44	*	Operating Agreement of Family Dollar Stores of Arkansas, LLC
	3.45	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Colorado, Inc.
	3.46	*	Amended and Restated Bylaws of Family Dollar Stores of Colorado, Inc.
	3.47	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Connecticut, Inc.
	3.48	*	Amended and Restated Bylaws of Family Dollar Stores of Connecticut, Inc.
	3.49	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of D.C., Inc.
	3.50	*	Amended and Restated Bylaws of Family Dollar Stores of D.C., Inc.
	3.51	*	Articles of Organization of Family Dollar Stores of Delaware, LLC
	3.52	*	Operating Agreement of Family Dollar Stores of Delaware, LLC
	3.53	*	Articles of Organization of Family Dollar Stores of Florida, LLC
	3.54	*	Operating Agreement of Family Dollar Stores of Florida, LLC
	3.55	*	Articles of Organization of Family Dollar Stores of Georgia, LLC
	3.56	*	Operating Agreement of Family Dollar Stores of Georgia, LLC
	3.57	*	Certificate of Domestic Limited Partnership of Family Dollar Stores of Indiana, LP
	3.58	*	Partnership Agreement of Family Dollar Stores of Indiana, LP (as amended)
	3.59	*	Articles of Incorporation of Family Dollar Stores of Iowa, Inc.
	3.60	*	Bylaws of Family Dollar Stores of Iowa, Inc.
	3.61	*	Certificate of Domestic Limited Partnership of Family Dollar Stores of Kentucky, LP
	3.62	*	Limited Partnership Agreement of Family Dollar Stores of Kentucky, LP
	3.63	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Louisiana, Inc.
	3.64	*	Amended and Restated Bylaws of Family Dollar Stores of Louisiana, Inc.
	3.65	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Maryland, Inc.
	3.66	*	Amended and Restated Bylaws of Family Dollar Stores of Maryland, Inc.
	3.67	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Massachusetts, Inc.

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Exhibit No.			Description of Exhibit
	3.68	*	Amended and Restated Bylaws of Family Dollar Stores of Massachusetts, Inc.
	3.69	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Michigan, Inc.
	3.70	*	Amended and Restated Bylaws of Family Dollar Stores of Michigan, Inc.
	3.71	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Mississippi, Inc.
	3.72	*	Amended and Restated Bylaws of Family Dollar Stores of Mississippi, Inc.
	3.73	*	Articles of Organization of Family Dollar Stores of Missouri, LLC
	3.74	*	Operating Agreement of Family Dollar Stores of Missouri, LLC
	3.75	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Nevada, Inc.
	3.76	*	Amended and Restated Bylaws of Family Dollar Stores of Nevada, Inc.
	3.77	*	Articles of Organization of Family Dollar Stores of New Jersey, LLC
	3.78	*	Operating Agreement of Family Dollar Stores of New Jersey, LLC
	3.79	*	Articles of Incorporation of Family Dollar Stores of New Mexico, Inc.
	3.80	*	Bylaws of Family Dollar Stores of New Mexico, Inc.
	3.81	*	Articles of Incorporation of Family Dollar Stores of New York, Inc.
	3.82	*	Bylaws of Family Dollar Stores of New York, Inc.
	3.83	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of North Carolina, Inc.
	3.84	*	Amended and Restated Bylaws of Family Dollar Stores of North Carolina, Inc.
	3.85	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of North Dakota, Inc.
	3.86	*	Amended and Restated Bylaws of Family Dollar Stores of North Dakota, Inc.
	3.87	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Ohio, Inc.
	3.88	*	Amended and Restated Bylaws of Family Dollar Stores of Ohio, Inc.
	3.89	*	Articles of Organization of Family Dollar Stores of Oklahoma, LLC
	3.90	*	Operating Agreement of Family Dollar Stores of Oklahoma, LLC
	3.91	*	Articles of Organization of Family Dollar Stores of Pennsylvania, LLC
	3.92	*	Operating Agreement of Family Dollar Stores of Pennsylvania, LLC
	3.93	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Rhode Island, Inc.
	3.94	*	Amended and Restated Bylaws of Family Dollar Stores of Rhode Island, Inc.
	3.95	*	Articles of Organization of Family Dollar Stores of South Carolina, LLC
	3.96	*	Operating Agreement of Family Dollar Stores of South Carolina, LLC
	3.97	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of South Dakota, Inc.
	3.98	*	Amended and Restated Bylaws of Family Dollar Stores of South Dakota, Inc.
	3.99	*	Articles of Incorporation of Family Dollar Stores of Tennessee, Inc.

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Exhibit No.			Description of Exhibit
	3.100	*	Bylaws of Family Dollar Stores of Tennessee, Inc.
	3.101	*	Amended and Restated Articles of Organization of Family Dollar Stores of Texas, LLC
	3.102	*	Amended and Restated Operating Agreement of Family Dollar Stores of Texas, LLC
	3.103	*	Articles of Incorporation of Family Dollar Stores of Vermont, Inc.
	3.104	*	Bylaws of Family Dollar Stores of Vermont, Inc.
	3.105	*	Articles of Incorporation of Family Dollar Stores of Virginia, Inc.
	3.106	*	Amended and Restated Bylaws of Family Dollar Stores of Virginia, Inc.
	3.107	*	Articles of Incorporation of Family Dollar Stores of West Virginia, Inc.
	3.108	*	Bylaws of Family Dollar Stores of West Virginia, Inc.
	3.109	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Wisconsin, Inc.
	3.110	*	Amended and Restated Bylaws of Family Dollar Stores of Wisconsin, Inc.
	3.111	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Wyoming, Inc.
	3.112	*	Amended and Restated Bylaws of Family Dollar Stores of Wyoming, Inc.
	3.113	*	Amended and Restated Certificate of Incorporation of Family Dollar Stores, Inc.
	3.114	*	Amended and Restated Bylaws of Family Dollar Stores, Inc.
	3.115	*	Articles of Incorporation of Family Dollar Trucking, Inc. (as amended)
	3.116	*	Bylaws of Family Dollar Trucking, Inc.
	3.117	*	Amended and Restated Articles of Organization of Family Dollar Utah DC, LLC
	3.118	*	Amended and Restated Operating Agreement of Family Dollar Utah DC, LLC
	3.119	*	Articles of Incorporation of Family Dollar, Inc.
	3.120	*	Bylaws of Family Dollar, Inc. (as amended)
	3.121	*	Amended and Restated Articles of Organization of FD Beach Blvd., LLC
	3.122	*	Amended and Restated Operating Agreement of FD Beach Blvd., LLC
	3.123	*	Articles of Organization of FD Retail Properties, LLC
	3.124	*	Operating Agreement of FD Retail Properties, LLC
	3.125	*	Certificate of Incorporation of FD Spinco II, Inc.
	3.126	*	Bylaws of FD Spinco II, Inc.
	3.127	*	Articles of Organization of Matthews Real Estate Holdings LLC
	3.128	*	Operating Agreement of Matthews Real Estate Holdings LLC
	3.129	*	Articles of Organization of Midwood Brands, LLC
	3.130	*	Operating Agreement of Midwood Brands, LLC
	3.131	*	Certificate of Domestic Limited Partnership of Monroe Road Holdings LP
	3.132	*	Limited Partnership Agreement of Monroe Road Holdings LP

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Exhibit No.			Description of Exhibit
	4.1		Indenture dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.250% senior notes due 2020 (incorporated herein by reference to Exhibit 4.1 on our Current Report on Form 8-K, filed on February 23, 2015)
	4.2		First Supplemental Indenture, dated as of July 6, 2015, among Dollar Tree, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee, to the Indenture dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.250% senior notes due 2020 (incorporated herein by reference to Exhibit 4.1 on our Current Report on Form 8-K, filed on July 8, 2015)
	4.3		Indenture, dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.750% senior notes due 2023 (incorporated herein by reference to Exhibit 4.2 on our Current Report on Form 8-K, filed on February 23, 2015)
	4.4		First Supplemental Indenture, dated as of July 6, 2015, among Dollar Tree, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee, to the Indenture, dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.750% senior notes due 2023 (incorporated herein by reference to Exhibit 4.2 on our Current Report on Form 8-K, filed on July 8, 2015)
	4.5	*	Second 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, as the New Guarantors, Dollar Tree, Inc., and U.S. Bank National Association, as trustee, to the Indenture dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.250% senior notes due 2020
	4.6	*	Second 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, as the New Guarantors, Dollar Tree, Inc., and U.S. Bank National Association, as trustee, to the Indenture, dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.750% senior notes due 2023
	4.7		In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments relating to long-term obligations of the Registrant have been omitted but will be furnished to the Commission upon request.
	5.1	*	Legal Opinion of Wachtell, Lipton, Rosen & Katz
	5.2	*	Legal Opinion of Williams Mullen
	12.1	*	Computation of Ratio of Earnings to Fixed Charges
	23.1	*	Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1)
	23.2	*	Consent of Williams Mullen (contained in Exhibit 5.2)
	23.4	*	Consent of KPMG LLP
	23.5	*	Consent of PricewaterhouseCoopers LLP
	24.1	*	Power of Attorney (included on signature pages attached hereto)
	25.1	*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association
	99.1	*	Form of Letter of Transmittal

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Exhibit No.			Description of Exhibit
	99.2	*	Form of Notice of Guaranteed Delivery
	99.3	*	Form of Letter from Dollar Tree, Inc. to Brokers, Dealers
	99.4	*	Form of Letter to Clients

*

Filed herewith

Item 22.    Undertakings

        Each of the undersigned registrants hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

          (i)  to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and/or

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        Each of the undersigned registrants hereby undertakes that, for the purpose of determining liability of such registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and

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        (iv)  Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.

        Each of the undersigned registrants hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of its annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Each of the undersigned registrants hereby undertakes that, for purposes of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any of the registrants, pursuant to the foregoing provisions, or otherwise, each of the undersigned registrants has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the corresponding registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        Each of the undersigned registrants hereby undertakes to respond to requests for information that are incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

DOLLAR TREE, INC.
By:	/s/ BOB SASSER
	Name:	Bob Sasser
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ BOB SASSER Bob Sasser	Chief Executive Officer and Director (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Chief Financial Officer (Principal Financial Officer)	May 4, 2016
/s/ KATHLEEN E. MALLAS Kathleen E. Mallas	Senior Vice President—Principal Accounting Officer (Principal Accounting Officer)	May 4, 2016
/s/ MACON F. BROCK, JR. Macon F. Brock, Jr.	Director (Chairman)	May 4, 2016

II-17

Signature	Title	Date
/s/ ARNOLD S. BARRON Arnold S. Barron	Director	May 4, 2016
/s/ MARY ANNE CITRINO Mary Anne Citrino	Director	May 4, 2016
/s/ H. RAY COMPTON H. Ray Compton	Director	May 4, 2016
/s/ CONRAD M. HALL Conrad M. Hall	Director	May 4, 2016
/s/ LEMUEL E. LEWIS Lemuel E. Lewis	Director	May 4, 2016
/s/ J. DOUGLAS PERRY J. Douglas Perry	Director	May 4, 2016
/s/ THOMAS A. SAUNDERS III Thomas A. Saunders III	Director	May 4, 2016
/s/ THOMAS E. WHIDDON Thomas E. Whiddon	Director	May 4, 2016
/s/ CARL P. ZEITHAML Carl P. Zeithaml	Director	May 4, 2016

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

DOLLAR TREE AIR, INC.
By:	/s/ KEVIN S. WAMPLER
	Name:	Kevin S. Wampler
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ KEVIN S. WAMPLER Kevin S. Wampler	President and Director (Principal Executive and Financial Officer)	May 4, 2016
/s/ KATHLEEN E. MALLAS Kathleen E. Mallas	Vice President (Principal Accounting Officer)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director	May 4, 2016
/s/ WILLIAM A. OLD, JR. William A. Old, Jr.	Director	May 4, 2016

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

DOLLAR TREE DISTRIBUTION, INC.
By:	/s/ GARY A. MAXWELL
	Name:	Gary A. Maxwell
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY A. MAXWELL Gary A. Maxwell	President and Director (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Vice President and Director (Principal Financial and Accounting Officer)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director	May 4, 2016
/s/ GARY PHILBIN Gary Philbin	Director	May 4, 2016

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

DOLLAR TREE MANAGEMENT, INC.
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President and Director (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Vice President and Director (Principal Financial Officer and Accounting Officer)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director	May 4, 2016
/s/ MICHAEL R. MATACUNAS Michael R. Matacunas	Director	May 4, 2016
/s/ WILLIAM A. OLD, JR. William A. Old, Jr.	Director	May 4, 2016

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

DOLLAR TREE PROPERTIES, INC.
By:	/s/ KEVIN S. WAMPLER
	Name:	Kevin S. Wampler
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ KEVIN S. WAMPLER Kevin S. Wampler	President and Director (Principal Executive, Financial and Accounting Officer)	May 4, 2016
/s/ GARY A. MAXWELL Gary A. Maxwell	Director	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director	May 4, 2016

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

DOLLAR TREE SOURCING COMPANY, LLC
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President, Chief Executive Officer and Manager (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Chief Financial Officer and Manager (Principal Financial and Accounting Officer)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Manager	May 4, 2016

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

DOLLAR TREE STORES, INC.
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President and Director (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director	May 4, 2016

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

DOLLAR TREE OLLIES, LLC
By:	/s/ BOB SASSER
	Name:	Bob Sasser
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ BOB SASSER Bob Sasser	Chief Executive Officer and Manager (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Chief Financial Officer and Manager (Principal Financial and Accounting Officer)	May 4, 2016
/s/ ROBERT H. RUDMAN Robert H. Rudman	Manager	May 4, 2016
/s/ MACON F. BROCK, JR. Macon F. Brock, Jr.	Manager	May 4, 2016

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

DT REALTY, LLC
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President and Manager (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Chief Financial Officer and Manager (Principal Financial and Accounting Officer)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Manager	May 4, 2016

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

DT RETAIL PROPERTIES, LLC
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President and Manager (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Chief Financial Officer and Manager (Principal Financial and Accounting Officer)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Manager	May 4, 2016

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

DTD TENNESSEE, INC.
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President, Chief Executive Officer and Director (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director	May 4, 2016

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

GREENBRIER INTERNATIONAL, INC.
By:	/s/ ROBERT H. RUDMAN
	Name:	Robert H. Rudman
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ ROBERT H. RUDMAN Robert H. Rudman	President, Chief Executive Officer and Director (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Vice President and Director (Principal Financial and Accounting Officer)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director	May 4, 2016
/s/ WILLIAM A. OLD, JR. William A. Old, Jr.	Director	May 4, 2016

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR DISTRIBUTION, LLC
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	May 4, 2016
Managing Member: Family Dollar Services, Inc.
/s/ GARY PHILBIN Gary Philbin	President	May 4, 2016

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR GC, LLC
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 4, 2016
Managing Member: Family Dollar, Inc.
/s/ GARY PHILBIN Gary Philbin	President	May 4, 2016

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR STORES, INC. FAMILY DOLLAR, INC. FAMILY DOLLAR HOLDINGS, INC. FAMILY DOLLAR OPERATIONS, INC. FAMILY DOLLAR SERVICES, INC. FAMILY DOLLAR TRUCKING, INC.
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	May 4, 2016
/s/ WILLIAM A. OLD, JR. William A. Old, Jr.	Director	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director	May 4, 2016

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR IP, CO.
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President and Director (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	May 4, 2016
/s/ WILLIAM A. OLD, JR. William A. Old, Jr.	Director	May 4, 2016

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR MERCHANDISING, L.P.
By:	Family Dollar Holdings, Inc., its General Partner
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director of Family Dollar Holdings, Inc. (its General Partner)	May 4, 2016
/s/ WILLIAM A. OLD, JR. William A. Old, Jr.	Director of Family Dollar Holdings, Inc. (its General Partner)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director of Family Dollar Holdings, Inc. (its General Partner)	May 4, 2016

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR STORES OF ALABAMA, LLC FAMILY DOLLAR STORES OF ARKANSAS, LLC FAMILY DOLLAR STORES OF DELAWARE, LLC FAMILY DOLLAR STORES OF FLORIDA, LLC FAMILY DOLLAR STORES OF GEORGIA, LLC FAMILY DOLLAR STORES OF MISSOURI, LLC FAMILY DOLLAR STORES OF NEW JERSEY, LLC FAMILY DOLLAR STORES OF OKLAHOMA, LLC FAMILY DOLLAR STORES OF PENNSYLVANIA, LLC FAMILY DOLLAR STORES OF SOUTH CAROLINA, LLC
By:	/s/ BARRY W. SULLIVAN
	Name:	Barry W. Sullivan
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ BARRY W. SULLIVAN Barry W. Sullivan	President (Principal Executive Officer)	May 4, 2016

II-35

Signature	Title	Date
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	May 4, 2016
Managing Member: Family Dollar Stores, Inc.
/s/ GARY PHILBIN Gary Philbin	President	May 4, 2016

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR STORES OF ARIZONA, INC. FAMILY DOLLAR STORES OF COLORADO, INC. FAMILY DOLLAR STORES OF CONNECTICUT FAMILY DOLLAR STORES OF D.C., INC. FAMILY DOLLAR STORES OF IOWA, INC. FAMILY DOLLAR STORES OF LOUISIANA, INC. FAMILY DOLLAR STORES OF MARYLAND, INC. FAMILY DOLLAR STORES OF MASSACHUSETTS, INC. FAMILY DOLLAR STORES OF MISSISSIPPI, INC. FAMILY DOLLAR STORES OF NEVADA, INC. FAMILY DOLLAR STORES OF NEW MEXICO, INC. FAMILY DOLLAR STORES OF NEW YORK, INC. FAMILY DOLLAR STORES OF NORTH CAROLINA, INC. FAMILY DOLLAR STORES OF NORTH DAKOTA, INC. FAMILY DOLLAR STORES OF OHIO, INC. FAMILY DOLLAR STORES OF RHODE ISLAND, INC. FAMILY DOLLAR STORES OF SOUTH DAKOTA, INC. FAMILY DOLLAR STORES OF TENNESSEE, INC. FAMILY DOLLAR STORES OF VERMONT, INC. FAMILY DOLLAR STORES OF VIRGINIA FAMILY DOLLAR STORES OF WEST VIRGINIA, INC. FAMILY DOLLAR STORES OF WISCONSIN, INC. FAMILY DOLLAR STORES OF WYOMING, INC.
By:	/s/ BARRY W. SULLIVAN
	Name:	Barry W. Sullivan
	Title:	President

II-37

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ BARRY W. SULLIVAN Barry W. Sullivan	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	May 4, 2016
/s/ WILLIAM A. OLD, JR. William A. Old, Jr.	Director	May 4, 2016
/s/ GARY PHILBIN Gary Philbin	Director	May 4, 2016

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR STORES OF INDIANA, LP
By:	Family Dollar Holdings, Inc., its General Partner
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director of Family Dollar Holdings, Inc. (its General Partner)	May 4, 2016
/s/ WILLIAM A. OLD, JR. William A. Old, Jr.	Director of Family Dollar Holdings, Inc. (its General Partner)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director of Family Dollar Holdings, Inc. (its General Partner)	May 4, 2016

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR STORES OF KENTUCKY, LP
By:	Family Dollar Holdings, Inc., its General Partner
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director of Family Dollar Holdings, Inc. (its General Partner)	May 4, 2016
/s/ WILLIAM A. OLD, JR. William A. Old, Jr.	Director of Family Dollar Holdings, Inc. (its General Partner)	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director of Family Dollar Holdings, Inc. (its General Partner)	May 4, 2016

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR STORES OF MICHIGAN, INC.
By:	/s/ BARRY W. SULLIVAN
	Name:	Barry W. Sullivan
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ BARRY W. SULLIVAN Barry W. Sullivan	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	May 4, 2016
/s/ WILLIAM A. OLD, JR. William A. Old, Jr.	Director	May 4, 2016
/s/ GARY PHILBIN Gary Philbin	Director	May 4, 2016

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR STORES OF TEXAS, LLC
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 4, 2016
Managing Member: Family Dollar Holdings, Inc.
/s/ GARY PHILBIN Gary Philbin	President	May 4, 2016

II-42

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FAMILY DOLLAR UTAH DC, LLC
By:	Family Dollar Stores of Texas, LLC, its Managing Member
By:	Family Dollar Holdings, Inc., its Managing Member
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	May 4, 2016
Managing Member: Family Dollar Stores of Texas, LLC
/s/ GARY PHILBIN Gary Philbin	President	May 4, 2016

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FD BEACH BLVD, LLC
By:	Family Dollar Stores of Florida, LLC, its Managing Member
By:	/s/ BARRY W. SULLIVAN
	Name:	Barry W. Sullivan
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ BARRY W. SULLIVAN Barry W. Sullivan	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	May 4, 2016
Managing Member: Family Dollar Stores of Florida, LLC
/s/ BARRY W. SULLIVAN Barry W. Sullivan	President	May 4, 2016

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FD RETAIL PROPERTIES, LLC
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	Chief Executive Officer (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	May 4, 2016
Managing Member: Family Dollar Stores, Inc.
/s/ GARY PHILBIN Gary Philbin	President	May 4, 2016

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

FD SPINCO II, INC.
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	May 4, 2016
/s/ WILLIAM A. OLD, JR. William A. Old, Jr.	Director	May 4, 2016
/s/ BOB SASSER Bob Sasser	Director	May 4, 2016

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

MATTHEWS REAL ESTATE HOLDINGS, LLC
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	Chief Executive Officer (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	May 4, 2016
Managing Member: Family Dollar Stores, Inc.
/s/ GARY PHILBIN Gary Philbin	President	May 4, 2016

II-47

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

MIDWOOD BRANDS, LLC
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	President (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	May 4, 2016
Managing Member: Family Dollar Services, Inc.
/s/ GARY PHILBIN Gary Philbin	President	May 4, 2016

II-48

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on May 4, 2016.

MONROE HOLDINGS LP
By:	Matthews Real Estate Holdings LLC, its General Partner
By:	/s/ GARY PHILBIN
	Name:	Gary Philbin
	Title:	President

POWER OF ATTORNEY

        Each person whose signature appears above and below constitutes and appoints William A. Old, Jr. and Kevin S. Wampler and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ GARY PHILBIN Gary Philbin	Chief Executive Officer of Matthews Real Estate Holdings LLC (its general partner) (Principal Executive Officer)	May 4, 2016
/s/ KEVIN S. WAMPLER Kevin S. Wampler	Executive Vice President, Chief Financial Officer of Matthews Real Estate Holdings LLC (its general partner) (Principal Financial and Accounting Officer)	May 4, 2016
Managing Member of its General Partner: Family Dollar Stores, Inc.
/s/ GARY PHILBIN Gary Philbin	President	May 4, 2016

II-49

EXHIBIT INDEX

Exhibit No.			Description of Exhibit
	3.1		Articles of Incorporation of Dollar Tree (as amended) (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Dollar Tree dated June 20, 2013)
	3.2		Bylaws of Dollar Tree (as amended) (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Dollar Tree dated July 6, 2015)
	3.3	*	Articles of Incorporation of Dollar Tree Air, Inc.
	3.4	*	Bylaws of Dollar Tree Air, Inc.
	3.5	*	Articles of Incorporation of Dollar Tree Distribution, Inc.
	3.6	*	Bylaws of Dollar Tree Distribution, Inc. (as amended)
	3.7	*	Articles of Incorporation of Dollar Tree Management, Inc.
	3.8	*	Bylaws of Dollar Tree Management, Inc.
	3.9	*	Articles of Incorporation of Dollar Tree Properties, Inc.
	3.10	*	Bylaws of Dollar Tree Properties, Inc.
	3.11	*	Articles of Organization of Dollar Tree Sourcing Company, LLC
	3.12	*	Operating Agreement of Dollar Tree Sourcing Company, LLC
	3.13	*	Third Restated Articles of Incorporation of Dollar Tree Stores, Inc. (as amended)
	3.14	*	Third Restated Bylaws of Dollar Tree Stores, Inc. (as amended)
	3.15	*	Articles of Organization of Dollar Tree Ollie's, LLC
	3.16	*	Operating Agreement of Dollar Tree Ollie's, LLC (as amended)
	3.17	*	Articles of Organization of DT Realty, LLC
	3.18	*	Operating Agreement of DT Realty, LLC
	3.19	*	Articles of Organization of DT Retail Properties, LLC
	3.20	*	Operating Agreement of DT Retail Properties, LLC
	3.21	*	Certificate of Incorporation of DTD Tennessee, Inc.
	3.22	*	Bylaws of DTD Tennessee, Inc.
	3.23	*	Certificate of Incorporation of Greenbrier International, Inc.
	3.24	*	Bylaws of Greenbrier International, Inc.
	3.25	*	Amended and Restated Articles of Organization of Family Dollar Distribution, LLC
	3.26	*	Amended and Restated Operating Agreement of Family Dollar Distribution, LLC
	3.27	*	Articles of Organization of Family Dollar GC, LLC
	3.28	*	Operating Agreement of Family Dollar GC, LLC
	3.29	*	Articles of Incorporation of Family Dollar Holdings, Inc.
	3.30	*	Bylaws of Family Dollar Holdings, Inc.
	3.31	*	Articles of Incorporation of Family Dollar IP Co.

II-50

Exhibit No.			Description of Exhibit
	3.32	*	Bylaws of Family Dollar IP Co.
	3.33	*	Certificate of Limited Partnership of Family Dollar Merchandising, L.P.
	3.34	*	Limited Partnership Agreement of Family Dollar Merchandising, L.P.
	3.35	*	Articles of Incorporation of Family Dollar Operations, Inc. (as amended)
	3.36	*	Bylaws of Family Dollar Operations, Inc.
	3.37	*	Articles of Incorporation of Family Dollar Services, Inc. (as amended)
	3.38	*	Bylaws of Family Dollar Services, Inc.
	3.39	*	Articles of Organization of Family Dollar Stores of Alabama, LLC
	3.40	*	Operating Agreement of Family Dollar Stores of Alabama, LLC
	3.41	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Arizona, Inc.
	3.42	*	Amended and Restated Bylaws of Family Dollar Stores of Arizona, Inc.
	3.43	*	Articles of Organization of Family Dollar Stores of Arkansas, LLC
	3.44	*	Operating Agreement of Family Dollar Stores of Arkansas, LLC
	3.45	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Colorado, Inc.
	3.46	*	Amended and Restated Bylaws of Family Dollar Stores of Colorado, Inc.
	3.47	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Connecticut, Inc.
	3.48	*	Amended and Restated Bylaws of Family Dollar Stores of Connecticut, Inc.
	3.49	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of D.C., Inc.
	3.50	*	Amended and Restated Bylaws of Family Dollar Stores of D.C., Inc.
	3.51	*	Articles of Organization of Family Dollar Stores of Delaware, LLC
	3.52	*	Operating Agreement of Family Dollar Stores of Delaware, LLC
	3.53	*	Articles of Organization of Family Dollar Stores of Florida, LLC
	3.54	*	Operating Agreement of Family Dollar Stores of Florida, LLC
	3.55	*	Articles of Organization of Family Dollar Stores of Georgia, LLC
	3.56	*	Operating Agreement of Family Dollar Stores of Georgia, LLC
	3.57	*	Certificate of Domestic Limited Partnership of Family Dollar Stores of Indiana, LP
	3.58	*	Partnership Agreement of Family Dollar Stores of Indiana, LP (as amended)
	3.59	*	Articles of Incorporation of Family Dollar Stores of Iowa, Inc.
	3.60	*	Bylaws of Family Dollar Stores of Iowa, Inc.
	3.61	*	Certificate of Domestic Limited Partnership of Family Dollar Stores of Kentucky, LP
	3.62	*	Limited Partnership Agreement of Family Dollar Stores of Kentucky, LP
	3.63	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Louisiana, Inc.
	3.64	*	Amended and Restated Bylaws of Family Dollar Stores of Louisiana, Inc.

II-51

Exhibit No.			Description of Exhibit
	3.65	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Maryland, Inc.
	3.66	*	Amended and Restated Bylaws of Family Dollar Stores of Maryland, Inc.
	3.67	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Massachusetts, Inc.
	3.68	*	Amended and Restated Bylaws of Family Dollar Stores of Massachusetts, Inc.
	3.69	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Michigan, Inc.
	3.70	*	Amended and Restated Bylaws of Family Dollar Stores of Michigan, Inc.
	3.71	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Mississippi, Inc.
	3.72	*	Amended and Restated Bylaws of Family Dollar Stores of Mississippi, Inc.
	3.73	*	Articles of Organization of Family Dollar Stores of Missouri, LLC
	3.74	*	Operating Agreement of Family Dollar Stores of Missouri, LLC
	3.75	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Nevada, Inc.
	3.76	*	Amended and Restated Bylaws of Family Dollar Stores of Nevada, Inc.
	3.77	*	Articles of Organization of Family Dollar Stores of New Jersey, LLC
	3.78	*	Operating Agreement of Family Dollar Stores of New Jersey, LLC
	3.79	*	Articles of Incorporation of Family Dollar Stores of New Mexico, Inc.
	3.80	*	Bylaws of Family Dollar Stores of New Mexico, Inc.
	3.81	*	Articles of Incorporation of Family Dollar Stores of New York, Inc.
	3.82	*	Bylaws of Family Dollar Stores of New York, Inc.
	3.83	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of North Carolina, Inc.
	3.84	*	Amended and Restated Bylaws of Family Dollar Stores of North Carolina, Inc.
	3.85	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of North Dakota, Inc.
	3.86	*	Amended and Restated Bylaws of Family Dollar Stores of North Dakota, Inc.
	3.87	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Ohio, Inc.
	3.88	*	Amended and Restated Bylaws of Family Dollar Stores of Ohio, Inc.
	3.89	*	Articles of Organization of Family Dollar Stores of Oklahoma, LLC
	3.90	*	Operating Agreement of Family Dollar Stores of Oklahoma, LLC
	3.91	*	Articles of Organization of Family Dollar Stores of Pennsylvania, LLC
	3.92	*	Operating Agreement of Family Dollar Stores of Pennsylvania, LLC
	3.93	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Rhode Island, Inc.
	3.94	*	Amended and Restated Bylaws of Family Dollar Stores of Rhode Island, Inc.

II-52

Exhibit No.			Description of Exhibit
	3.95	*	Articles of Organization of Family Dollar Stores of South Carolina, LLC
	3.96	*	Operating Agreement of Family Dollar Stores of South Carolina, LLC
	3.97	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of South Dakota, Inc.
	3.98	*	Amended and Restated Bylaws of Family Dollar Stores of South Dakota, Inc.
	3.99	*	Articles of Incorporation of Family Dollar Stores of Tennessee, Inc.
	3.100	*	Bylaws of Family Dollar Stores of Tennessee, Inc.
	3.101	*	Amended and Restated Articles of Organization of Family Dollar Stores of Texas, LLC
	3.102	*	Amended and Restated Operating Agreement of Family Dollar Stores of Texas, LLC
	3.103	*	Articles of Incorporation of Family Dollar Stores of Vermont, Inc.
	3.104	*	Bylaws of Family Dollar Stores of Vermont, Inc.
	3.105	*	Articles of Incorporation of Family Dollar Stores of Virginia, Inc.
	3.106	*	Amended and Restated Bylaws of Family Dollar Stores of Virginia, Inc.
	3.107	*	Articles of Incorporation of Family Dollar Stores of West Virginia, Inc.
	3.108	*	Bylaws of Family Dollar Stores of West Virginia, Inc.
	3.109	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Wisconsin, Inc.
	3.110	*	Amended and Restated Bylaws of Family Dollar Stores of Wisconsin, Inc.
	3.111	*	Amended and Restated Articles of Incorporation of Family Dollar Stores of Wyoming, Inc.
	3.112	*	Amended and Restated Bylaws of Family Dollar Stores of Wyoming, Inc.
	3.113	*	Amended and Restated Certificate of Incorporation of Family Dollar Stores, Inc.
	3.114	*	Amended and Restated Bylaws of Family Dollar Stores, Inc.
	3.115	*	Articles of Incorporation of Family Dollar Trucking, Inc. (as amended)
	3.116	*	Bylaws of Family Dollar Trucking, Inc.
	3.117	*	Amended and Restated Articles of Organization of Family Dollar Utah DC, LLC
	3.118	*	Amended and Restated Operating Agreement of Family Dollar Utah DC, LLC
	3.119	*	Articles of Incorporation of Family Dollar, Inc.
	3.120	*	Bylaws of Family Dollar, Inc. (as amended)
	3.121	*	Amended and Restated Articles of Organization of FD Beach Blvd., LLC
	3.122	*	Amended and Restated Operating Agreement of FD Beach Blvd., LLC
	3.123	*	Articles of Organization of FD Retail Properties, LLC
	3.124	*	Operating Agreement of FD Retail Properties, LLC
	3.125	*	Certificate of Incorporation of FD Spinco II, Inc.
	3.126	*	Bylaws of FD Spinco II, Inc.
	3.127	*	Articles of Organization of Matthews Real Estate Holdings LLC

II-53

Exhibit No.			Description of Exhibit
	3.128	*	Operating Agreement of Matthews Real Estate Holdings LLC
	3.129	*	Articles of Organization of Midwood Brands, LLC
	3.130	*	Operating Agreement of Midwood Brands, LLC
	3.131	*	Certificate of Domestic Limited Partnership of Monroe Road Holdings LP
	3.132	*	Limited Partnership Agreement of Monroe Road Holdings LP
	4.1		Indenture dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.250% senior notes due 2020 (incorporated herein by reference to Exhibit 4.1 on our Current Report on Form 8-K, filed on February 23, 2015)
	4.2		First Supplemental Indenture, dated as of July 6, 2015, among Dollar Tree, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee, to the Indenture dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.250% senior notes due 2020 (incorporated herein by reference to Exhibit 4.1 on our Current Report on Form 8-K, filed on July 8, 2015)
	4.3		Indenture, dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.750% senior notes due 2023 (incorporated herein by reference to Exhibit 4.2 on our Current Report on Form 8-K, filed on February 23, 2015)
	4.4		First Supplemental Indenture, dated as of July 6, 2015, among Dollar Tree, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee, to the Indenture, dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.750% senior notes due 2023 (incorporated herein by reference to Exhibit 4.2 on our Current Report on Form 8-K, filed on July 8, 2015)
	4.5	*	Second 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, as the New Guarantors, Dollar Tree, Inc., and U.S. Bank National Association, as trustee, to the Indenture dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.250% senior notes due 2020
	4.6	*	Second 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, as the New Guarantors, Dollar Tree, Inc., and U.S. Bank National Association, as trustee, to the Indenture, dated as of February 23, 2015, by and between Family Tree Escrow, LLC and U.S. Bank National Association, as trustee, relating to the 5.750% senior notes due 2023
	4.7		In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments relating to long-term obligations of the Registrant have been omitted but will be furnished to the Commission upon request.
	5.1	*	Legal Opinion of Wachtell, Lipton, Rosen & Katz
	5.2	*	Legal Opinion of Williams Mullen

II-54

Exhibit No.			Description of Exhibit
	12.1	*	Computation of Ratio of Earnings to Fixed Charges
	23.1	*	Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1)
	23.2	*	Consent of Williams Mullen (contained in Exhibit 5.2)
	23.4	*	Consent of KPMG LLP
	23.5	*	Consent of PricewaterhouseCoopers LLP
	24.1	*	Power of Attorney (included on signature pages attached hereto)
	25.1	*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association
	99.1	*	Form of Letter of Transmittal
	99.2	*	Form of Notice of Guaranteed Delivery
	99.3	*	Form of Letter from Dollar Tree, Inc. to Brokers, Dealers
	99.4	*	Form of Letter to Clients

*

Filed herewith

II-55

EX-3.3

Exhibit 3.3

ARTICLES OF INCORPORATION

OF

DOLLAR TREE AIR, INC.

ARTICLE I

NAME

The name of the Corporation is DOLLAR TREE AIR, INC.

ARTICLE II

PURPOSES

The purpose for which the Corporation is organized is to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation.

The Corporation shall have all of the corporate powers of any character which are not prohibited by law or required to be stated in the Articles of Incorporation.

ARTICLE III

CAPITAL STOCK

The aggregate number of shares that the Corporation shall have authority to issue is Five Thousand (5,000) shares, no par value.

ARTICLE IV

REGISTERED AGENT

The post office and physical address of the initial registered agent shall be 1700 Dominion Tower, 999 Waterside Drive, in the City of Norfolk, Virginia 23510, and the initial registered agent shall be William A. Old, Jr., who is a resident of Virginia and a member of the Virginia State Bar, and whose business address is the same as the address of the initial registered office.

ARTICLE V

DIRECTORS

The number of directors shall be fixed by the Bylaws.

ARTICLE VI

INDEMNIFICATION

A.Definitions. For purposes of this Article, the following definitions shall apply:

“Act” means the Virginia Stock Corporation Act, as it exists on the effective date hereof or is hereafter amended, or any successor or comparable provision of law if such Act is repealed.

“eligible person” means a person who is or was a director or officer of the Corporation, or while serving as such director or officer, is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, affiliated corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A person shall be considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.

“expenses” includes, without limitation, counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification.

“liability” means the obligation to pay a judgment, settlement, penalty, fine (including any excise tax assessed with respect to any employment benefit plan), or reasonable expenses incurred with respect to a proceeding.

“party” includes, without limitation, an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

“proceeding” means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.

B.Indemnification of Officers and Directors.

1.To the full extent that the Act permits the limitation or elimination of the liability of directors and officers, no director or officer of the Corporation made a party to any proceeding shall be liable to the Corporation or its stockholders for monetary damages arising out of any transaction, occurrence or course of conduct, whether occurring prior or subsequent to the effective date of this Article VI.

2.To the full extent permitted by the Act, the Corporation shall indemnify any eligible person who was or is a party to any proceeding, including a proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation, against any liability incurred by him in connection with such proceeding unless he engaged in willful

2

misconduct or a knowing violation of the criminal law. To the same extent, the Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer against liability and/or to advance or reimburse his expenses in respect to any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

3.The provisions of this Article VI shall be applicable to all proceedings commenced after it becomes effective, arising from any act or omission, whether occurring before or after such effective date. No amendment or repeal of this Article VI shall impair or otherwise diminish the rights provided under this Article VI (including those created by contract) with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions and make all such determinations and authorizations as shall be necessary or appropriate to comply with its obligation to make any indemnity against liability, or to advance any expenses, under this Article VI and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

4.The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the director or officer did not meet any standard of conduct that is a prerequisite to the limitation or elimination of liability provided in Section B(1) of this Article VI or to his entitlement to indemnification under Section B(2) of this Article VI.

5.No indemnification under Section B(2) of this Article VI (unless ordered by a court of law) shall be made by the Corporation without a determination in the specific case that indemnification is proper in the circumstances because the proposed indemnitee has met the standard of conduct that is a prerequisite to his entitlement to indemnification under Section B(2) of this Article VI.

The determination shall be made:

(a)By the Board of Directors by a majority vote of a quorum consisting of directors not then parties to the proceeding;

(b)If a quorum cannot be obtained under subsection (a) of this Section B(5), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not then parties to the proceeding;

(c)By special legal counsel:

3

i)selected by the Board of Directors in the manner prescribed in subsection (a) of this Section B(5) or its committee in the manner prescribed in subsection (b) of this Section B(5); or

ii)if a quorum of the Board of Directors cannot be obtained under subsection (a) of this Section B(5) and a committee cannot be designated under subsection (b) of this Section B(5), selected by a majority vote of the full Board of Directors including directors who are parties; or

(d)By the stockholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such authorizations and evaluations shall be made by those entitled under subsection (c) of this Section B(5) to select counsel.

Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification, an advance or reimbursement is claimed, any determination as to such indemnification, advance or reimbursement shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

6.(a) The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer (and may do so for a person referred to in Section B(7) of this Article VI) who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section B(2) of this Article VI if the director, officer or person furnishes to the Corporation:

i)a written statement, executed personally, of his good faith belief that he has met the standard of conduct that is a prerequisite to his entitlement to indemnification under Section B(2) of this Article VI; and

ii)a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct.

4

(b) The undertaking required by paragraph (ii) of subsection (a) of this Section B(6) shall be an unlimited general obligation but need not be secured and may be accepted without reference to financial ability to make repayment.

(c)Authorizations of payments under this Section B(6) shall be made by the persons specified in Section B(5) of this Article VI.

7.The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in Section B(2) of this Article VI who was, is or may become a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same or a lesser extent as if such person were specified as one to whom indemnification is granted in Section B(2) of this Article VI. The provisions of Sections B(3) through B(6) of this Article VI shall be applicable to any indemnification provided pursuant to this Section B(7).

8.The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article VI and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article VI.

9.Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article VI on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article VI. Nothing herein shall prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, or provisions for indemnification agreements, Bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, Bylaws or arrangements); provided, however, that any provision of such agreements, Bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article VI or applicable laws of the Commonwealth

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of Virginia, but other provisions of any such agreements. Bylaws or other arrangements shall not be affected by any such determination.

10.Each provision of this Article VI shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

Dated: July 5, 2000	DOLLAR TREE AIR, INC.
	By:	/s John C. Bilzor
		John C. Bilzor, Incorporator

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EX-3.4

Exhibit 3.4

DOLLAR TREE AIR, INC.

BYLAWS

ARTICLE I.

OFFICES

The principal office of the Corporation shall be in the City of Chesapeake, Virginia.

ARTICLE II.

STOCKHOLDERS

1.PLACE OF MEETING: Meetings of the stockholders shall be held at the principal office of the Corporation or at such other place which shall be approved by the Board of Directors and designated in the notice of the meeting. Meetings may be held either within or without the Commonwealth of Virginia.

2.ANNUAL MEETING: The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting, and any postponement or adjournment thereof, shall be held on such date and at such time as the Board of Directors in its discretion determines.

3.SPECIAL MEETINGS. Unless otherwise provided by law, special meetings of the stockholders may be called only by a majority of the Board of Directors, the chairman of the Board, the president of the Corporation, or the holders of at least twenty percent (20%) of the number of shares of the Corporation at the time outstanding, whenever deemed necessary.

4.NOTICES. Written notice by mail shall be given in accordance with Article VIII, Section 1, stating the place, date and hour of a meeting of stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, to each stockholder of record entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting. The notice shall be deemed to be given when it is deposited with postage prepaid in the United States mail addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. Notice of a meeting to act on an amendment of the Articles of Incorporation, a plan of merger, consolidation or share exchange, a proposed sale of all, or substantially all, of the Corporation’s assets, otherwise than in the usual and regular course of business, or the dissolution of the Corporation shall be given in the manner provided above not less than twenty-five (25) nor more than sixty (60) days before the date of the meeting. Such notice shall be accompanied by a copy of the proposed amendment or plan of reduction or merger, consolidation or exchange.

Notwithstanding the foregoing, a written waiver of notice signed by the person or person entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A stockholder who attends a meeting shall be deemed to have waived objection to lack of notice or defective notice of the meeting, unless at the beginning of the meeting he objects to holding the meeting or transacting business at the meeting.

5.ORGANIZATION AND ORDER OF BUSINESS: At all meetings of the stockholders the chairman of the Board of Directors or, in his absence, the president, shall act as chairman. In the absence of the foregoing officers or, if present, with their consent, a majority of the shares entitled to vote at such meeting may appoint any person to act as chairman. The secretary of the Corporation or, in his absence, an assistant secretary, shall act as secretary at all meetings of the stockholders. In the event that neither the secretary nor any assistant secretary is present, the chairman may appoint any person to act as secretary of the meeting.

The chairman shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

At a special meeting of stockholders, no business shall be transacted and no corporate action taken other than that stated in the notice of the meeting.

6.VOTING: A stockholder may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No stockholder may authorize more than four persons to act for him, and any proxy shall be delivered to the secretary of the meeting at or prior to the time designated by the chairman or in the order of business for so delivering such proxies. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall, as to all matters in respect of which stock of such class has voting power, be entitled to such vote as is provided in the Articles of Incorporation for each share of stock of such class standing in his name on the books of the Corporation. Unless required by statute or determined by the chairman to be advisable, the vote on any questions need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting or by such stockholder’s proxy, if there be such proxy.

7.INSPECTORS: At every meeting of the stockholders for election of directors, the proxies shall be received and taken in charge, all ballots shall be received and counted and all questions touching the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided, by two inspectors. Such inspectors shall be appointed by the chairman of the meeting. They shall be sworn faithfully to perform their duties and shall in writing certify to the returns. No candidate for election as director shall be appointed or act as inspector.

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8.QUORUM: At all meetings of the stockholders, unless a greater number of voting by classes is required by law, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. If a quorum is present, the affirmative vote of a majority of the shares represented and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number is required by law or the Articles of Incorporation, except that in the election of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority. Less than a quorum may adjourn. If a meeting is adjourned for lack of a quorum, any matter which might have properly come before the original meeting may come before the adjourned meeting when reconvened.

ARTICLE III.

DIRECTORS

1.RESPONSIBILITY OF DIRECTORS: The affairs and business of the Corporation shall be under the management of its Board of Directors and such officers and agents as the Board of Directors may elect and employ.

2.NUMBER OF DIRECTORS: The Board of Directors shall consist of at least two (2) and not more than eight (8) directors. Directors shall be elected by the stockholders for terms of one (1) year and shall serve until the election of their successors.

3.ELECTION AND REMOVAL OF DIRECTORS; QUORUM:

(a)Directors shall be elected at each annual meeting of shareholders to succeed those directors whose terms have expired and to fill any vacancies then existing.

(b)Directors shall hold their offices for terms of one year and until their successors are elected. Any director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of directors.

(c)Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board, and the term of office of any director so elected shall expire at the next shareholders’ meeting at which directors are elected.

4.DIRECTORS’ MEETINGS: The annual meeting of the directors shall be held immediately after the annual meeting of the stockholders. The Board of Directors, as soon as may be convenient after the annual meeting of the stockholders at which such directors are elected, shall elect from their number a president and chief executive officer (sometimes referred to herein as “president”) and a Chairman of the Board. Special meetings may be called by any director by giving notice of the time and place in accordance with Section 6 of this Article. Special meetings of the Board of Directors (or any committee of the Board) may be held by telephone or similar

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communication equipment whereby all persons participating in the meeting can hear each other, at such time as may be prescribed, upon call of any member of the Board.

5.QUORUM AND MANNER OF ACTING: Except where otherwise provided by law, a quorum shall be a majority of the directors, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum be had. Notice of any such adjourned meeting need not be given. Action may be taken by the directors or a committee of the Board of Directors without a meeting if a written consent setting forth the action, shall be signed by all of the directors or committee members either before or after such action. Such consent shall have the same force and effect as a unanimous vote.

6.NOTICE OF MEETING: At the annual meeting of the Board of Directors each year and at any meeting thereafter, the Board shall designate the dates, times and places of regular meetings of the Board for the ensuing calendar year, and no notice of any kind need be given thereafter with respect to such regular meetings. Notice of any special meeting of the Board shall be by oral, telegraphic or written notice duly given to each director not less than forty-eight (48) hours before the date of the proposed meeting.

7.WAIVER OF NOTICE: Whenever any notice is required to be given to a director of any meeting for any purpose under the provisions of law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless he at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

8.COMPENSATION: Directors shall not receive a stated salary for their services, but directors may be paid a fixed sum and expenses for attendance at any regular or special meeting of the Board of Directors or any meeting of any committee and such other compensation as the Board of Directors shall determine. A director may serve or be employed by the Corporation in any other capacity and receive compensation therefor.

9.COMMITTEES: In addition to the executive committee authorized by Article IV of these Bylaws, other committees, consisting of two or more directors, may be designated by the Board of Directors by a resolution adopted by the greater number of i) a majority of all directors in office at the time the action is being taken or ii) the number of directors required to take action under Article III, Section 5 hereof. Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as limited by law.

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ARTICLE IV.

EXECUTIVE COMMITTEE

1.HOW CONSTITUTED AND POWERS: The Board of Directors, by resolution adopted pursuant to Article III, Section 9 hereof, may designate, in addition to the chairman of the Board of Directors, one or more directors to constitute an executive committee, who shall serve during the pleasure of the Board of Directors. The executive committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all of the authority of the Board of Directors.

2.ORGANIZATION, ETC.: The executive committee may choose a chairman and secretary. The executive committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

3.MEETINGS: Meetings of the executive committee may be called by any member of the committee. Notice of each such meeting, which need not specify the business to be transacted thereat, shall be mailed to each member of the committee, addressed to his residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such place by telegraph, telex or telecopy or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held.

4.QUORUM AND MANNER OF ACTING: A majority of the executive committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a committee, and the individual members shall have no powers as such.

5.REMOVAL: Any member of the executive committee may be removed, with or without cause, at any time, by the Board of Directors.

6.VACANCIES: Any vacancy in the executive committee shall be filled by the Board of Directors.

ARTICLE V.

OFFICERS

1.NUMBER: The officers of the Corporation shall be a chairman of the Board of Directors, a president and chief executive officer, one or more vice presidents (one or more of whom may be designated executive vice president or senior vice president), a chief financial officer, a treasurer, a secretary, and such other assistant treasurers, assistant secretaries and other officers as may from time to time be chosen by the Board of Directors. Any two or more offices may be held by the same person.

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2.ELECTION, TERM OF OFFICE AND QUALIFICATIONS: All officers of the Corporation shall be chosen annually by the Board of Directors, and each officer shall hold office until his successor shall have been duly chosen and qualified or until he shall resign or shall have been removed in the manner hereinafter provided. The chairman of the Board of Directors, and the president and chief executive officer shall be chosen from among the directors.

3.VACANCIES: If any vacancy shall occur among the officers of the Corporation, such vacancy shall be filled by the Board of Directors.

4.OTHER OFFICERS, AGENTS AND EMPLOYEES - THEIR POWERS AND DUTIES: The Board of Directors may from time to time appoint such other officers as the Board of Directors may deem necessary, to hold office for such time as may be designated by it or during its pleasure, and the Board of Directors or the chairman of the Board of Directors may appoint, from time to time, such agents and employees of the Corporation as may be deemed proper, and may authorize any officers to appoint and remove agents and employees. The Board of Directors or the chairman of the Board of Directors may from time to time prescribe the powers and duties of such other officers, agents and employees of the Corporation.

5.REMOVAL: Any officer, agent or employee of the Corporation may be removed, either with or without cause, by a vote of a majority of the Board of Directors or, in the case of any agent or employee not appointed by the Board of Directors, by a superior officer upon whom such power of removal may be conferred by the Board of Directors or the chairman of the Board of Directors.

6.CHAIRMAN OF THE BOARD OF DIRECTORS: The chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors and shall be a member of the executive committee. The chairman shall be responsible for such management and control of the business and affairs of the Corporation as shall be determined by the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to its notice. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

7.PRESIDENT AND CHIEF EXECUTIVE OFFICER: In the absence of the chairman of the Board of Directors, the president and chief executive officer shall preside at meetings of the stockholders and of the Board of Directors. He shall be responsible to the Board of Directors and, subject to the Board of Directors, shall be responsible for the general management and control of the business and affairs of the Corporation and shall devote himself to the Corporation’s operations under the basic policies set by the Board of Directors. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence of the chairman of the Board of Directors, he shall have all of the powers and the duties of the chairman of the Board of Directors. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

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8.VICE PRESIDENTS: The vice presidents of the Corporation shall assist the chairman of the Board of Directors, the president and the vice chairmen of the Board of Directors in carrying out their respective duties and shall perform those duties which may from time to time be assigned to them.

9.TREASURER: The treasurer shall have charge of the funds, securities, receipts and disbursements of the Corporation. He shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may from time to time designate. He shall render to the Board of Directors, the chairman of the Board of Directors, the president, the vice chairmen of the Board of Directors, and the chief financial officer, whenever required by any of them, an account of all of his transactions as treasurer. If required, he shall give a bond in such sum as the Board of Directors may designate, conditioned upon the faithful performance of the duties of his office and the restoration to the Corporation at the expiration of his term of office or in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession or under his control belonging to the Corporation. He shall perform such other duties as from time to time may be assigned to him.

10.ASSISTANT TREASURERS: In the absence or disability of the treasurer, one or more assistant treasurers shall perform all the duties of the treasurer and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the treasurer. Each assistant treasurer shall also perform such other duties as from time to time may be assigned to him.

11.SECRETARY: The secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in a book or books kept for that purpose. He shall keep in safe custody the seal of the Corporation, and shall affix such seal to any instrument requiring it. The secretary shall have charge of such books and papers as the Board of Directors may direct. He shall attend to the giving and serving of all notices of the Corporation and shall also have such other powers and perform such other duties as pertain to his office, or as the Board of Directors, the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors may from time to time prescribe.

12.ASSISTANT SECRETARIES: In the absence or disability of the secretary, one or more assistant secretaries shall perform all of the duties of the secretary and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the secretary. Each assistant secretary shall also perform such other duties as from time to time may be assigned to him.

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ARTICLE VI.

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

1.CONTRACTS: The chairman of the Board of Directors, the president, any vice president, the treasurer and such other persons as the chairman of the Board of Directors may authorize shall have the power to execute any contract or other instrument on behalf of the Corporation; no other officer, agent or employee shall, unless otherwise provided in these Bylaws, have any power or authority to bind the Corporation by any contract or acknowledgment, or pledge its credit or render it monetarily liable for any purpose or to any amount.

2.LOANS: The chairman of the Board of Directors, the president, the executive vice president, the treasurer and such other persons as the Board of Directors may authorize shall have the power to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any corporation, firm or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the Corporation, may pledge, hypothecate or transfer any and all stock, securities and other personal property at any time held by the Corporation, and to that end endorse, assign and deliver the same.

3.VOTING OF STOCK HELD: The chairman of the Board of Directors, the president, any vice president or the secretary may from time to time appoint an attorney or attorneys or agent or agents of the Corporation to cast the votes that the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any other such corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation such written proxies, consents, waivers or other instruments as such officer may deem necessary or proper in the premises; or the chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may himself attend any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any and all powers of the Corporation as the holder of such stock or other securities of such other corporation.

4.COMPENSATION: The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

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ARTICLE VII.

STOCK CERTIFICATES

1.FORM OF STOCK CERTIFICATE: The certificates of stock of the Corporation shall be numbered and entered in the books of the Corporation as they are issued. They shall be signed manually or by the use of a facsimile signature, i) by the chairman of the Board of Directors, by the president, or by a vice president designated by the Board of Directors and ii) countersigned by the secretary or an assistant secretary. They shall bear the corporate seal or a facsimile thereof. The Board of Directors of the Corporation may issue scrip in registered or bearer form, which shall entitle the holder to receive a certificate for a full share. Scrip shall not entitle the holder to exercise voting rights or to receive dividends thereon or to participate in any of the assets of the Corporation in the event of liquidation. The Board may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date or subject to any other conditions that it may deem advisable. No fractional shares shall be issued.

2.LOST CERTIFICATES: The president or secretary may direct a new certificate or certificates to be issued in place of any lost or destroyed certificate or certificates previously issued by the Corporation if the person or persons who claim the certificate or certificates make an affidavit stating the certificates of stock have been lost or destroyed. When authorizing the issuance of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the legal representative, to advertise the same in such manner as the Corporation shall require and/or to give the Corporation a bond, in such sum as the Corporation may direct, to indemnify the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.

3.TRANSFER OF STOCK: Upon surrender to the Corporation, or to the transfer agent of the Corporation, if any, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

4.REGISTERED STOCKHOLDERS: The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. The Corporation shall not be liable for registering any transfer of shares which are registered in the name of a fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad faith.

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ARTICLE VIII.

MISCELLANEOUS

1.NOTICES: Each stockholder, director and officer shall furnish in writing to the secretary of the Corporation the address to which notices of every kind may be delivered or mailed. If such person fails to furnish an address, and the Post Office advises the Corporation that the address furnished is no longer the correct address, the Corporation shall not be required to deliver or mail any notice to such person. Whenever notice is required by applicable law, the Articles of Incorporation or these Bylaws, a written waiver of such notice signed before or after the time stated in the waiver or, in the case of a meeting, the attendance, of a stockholder or director (except for the sole purpose of objecting) or, in the case of a unanimous consent, the signing of the consent, shall be deemed a waiver of notice.

2.REGISTERED OFFICE AND AGENT: The Corporation shall at all times have a registered office and a registered agent.

3.CORPORATE RECORDS: The Corporation shall keep correct and complete books and records of accounts and minutes of the stockholders’ and directors’ meetings, and shall keep at its registered office or principal place of business, or at the office of its transfer agent, if any, a record of its stockholders, including the names and addresses of all stockholders and the number, class, and series of the shares held by each. Any person who shall have been a stockholder of record for at least six months immediately preceding demand, or who shall be the holder of record of a least five per cent (5%) of all the outstanding shares of the Corporation, upon written request stating the purpose therefor, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books and records of account of the Corporation, minutes and record of stockholders, and to make copies or extracts therefrom.

4.REQUIREMENT FOR FINANCIAL STATEMENT: Upon the written request of any stockholder, the Corporation shall mail to the stockholder its most recent published financial statement.

5.SEAL: The seal of the Corporation shall be a flat faced circular die containing the word “SEAL” in the center and the name of the Corporation around the circumference.

6.AMENDMENT OF BYLAWS: The power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors, but Bylaws made by the Board of Directors may be repealed or changed or new Bylaws adopted by the stockholders and the stockholders may prescribe that any By-Law adopted by them may not be altered, amended or repealed by the Board of Directors.

7.FISCAL YEAR: The fiscal year of the Corporation shall be the calendar year.

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8.GENERAL: Any matters not specifically covered by these Bylaws shall be governed by the applicable provisions of the Code of Virginia in force at the time.

ARTICLE IX.

EMERGENCY BYLAWS

If a quorum of the Board of Directors cannot readily be assembled because of a catastrophic event, and only in such event, these Bylaws shall, without further action by the Board of Directors, be deemed to have been amended for the duration of such emergency, as follows:

1.The third sentence of Section 4 of Article III shall read as follows:

Special meetings of the Board of Directors (or any committee of the Board) shall be held whenever called by order of any director or of any person having the powers and duties of the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors.

2.Section 5 of Article III shall read as follows:

The directors present at any regular or special meeting called in accordance with these Bylaws shall constitute a quorum for the transaction of business at such meeting, and the action of a majority of such directors shall be the act of the Board of Directors, provided, however, that in the event that only one director is present at any such meeting no action except the election of directors shall be taken until at least two additional directors have been elected and are in attendance.

Approved:
	Secretary

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EX-3.5

Exhibit 3.5

ARTICLES OF INCORPORATION

OF

DOLLAR TREE DISTRIBUTION, INC.

ARTICLE I

NAME

The name of the Corporation is DOLLAR TREE DISTRIBUTION, INC.

ARTICLE II

PURPOSES

The purpose for which the Corporation is organized is to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation.

The Corporation shall have all of the corporate powers of any character which are not prohibited by law or required to be stated in the Articles of Incorporation.

ARTICLE III

CAPITAL STOCK

The aggregate number of shares that the Corporation shall have authority to issue is Five Thousand (5,000) shares of the par value of Ten Dollars ($10.00) each.

ARTICLE IV

REGISTERED AGENT

The post office and physical address of the initial registered agent shall be 1700 Dominion Tower, 999 Waterside Drive, in the City of Norfolk, Virginia 23510, and the initial registered agent shall be William A. Old, Jr., who is a resident of Virginia and a member of the Virginia State Bar, and whose

business address is the same as the address of the initial registered office.

ARTICLE V

DIRECTORS

The number of directors shall be fixed by the By-Laws. The number of Directors constituting the initial Board shall be six (6), and the names and addresses of the persons who are to serve as the initial Directors are as follows:

Macon F. Brock, Jr.

1506 Duke of Windsor Road

Virginia Beach, Virginia 23454

H. Ray Compton

1001 Seville Drive

Chesapeake, Virginia 23320

J. Douglas Perry

1413 N. Bayshore Drive

Virginia Beach, Virginia 23451

John F. Megrue

145 East 92nd Street

Apartment 5C

New York, New York 10128

Thomas A. Saunders, III

180 Piping Rock Road

Locust Valley, New York 11560

Allan W. Karp

490 W. End Avenue. Apt. 11A

New York, New York 10024

ARTICLE VI

INDEMNIFICATION

A.Definitions. For purposes of this Article, the following definitions shall apply:

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“Act” means the Virginia Stock Corporation Act, as it exists on the effective date hereof or is hereafter amended, or any successor or comparable provision of law if such Act is repealed.

“eligible person” means a person who is or was a director or officer of the Corporation, or while serving as such director or officer, is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, affiliated corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A person shall be considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.

“expenses” includes, without limitation, counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification.

“liability” means the obligation to pay a judgment, settlement, penalty, fine (including any excise tax assessed with respect to any employment benefit plan), or reasonable expenses incurred with respect to a proceeding.

“party” includes, without limitation, an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

“proceeding” means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.

B.Indemnification of Officers and Directors.

1.To the full extent that the Act permits the limitation or elimination of the liability of directors and officers, no director or officer of the Corporation made a party to any proceeding shall be liable to the Corporation or its stockholders for monetary damages arising out of any transaction, occurrence or course of conduct, whether occurring prior or subsequent to the effective date of this Article VI.

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2.To the full extent permitted by the Act, the Corporation shall indemnify any eligible person who was or is a party to any proceeding, including a proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. To the same extent, the Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer against liability and/or to advance or reimburse his expenses in respect to any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

3.The provisions of this Article VI shall be applicable to all proceedings commenced after it becomes effective, arising from any act or omission, whether occurring before or after such effective date. No amendment or repeal of this Article VI shall impair or otherwise diminish the rights provided under this Article VI (including those created by contract) with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions and make all such determinations and authorizations as shall be necessary or appropriate to comply with its obligation to make any indemnity against liability, or to advance any expenses, under this Article VI and shall promptly pay or reimburse all reasonable expenses, including attorneys’

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fees, incurred by any such director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

4.The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the director or officer did not meet any standard of conduct that is a prerequisite to the limitation or elimination of liability provided in Section B(1) of this Article VI or to his entitlement to indemnification under Section B(2) of this Article VI.

5.No indemnification under Section B(2) of this Article VI (unless ordered by a court of law) shall be made by the Corporation without a determination in the specific case that indemnification is proper in the circumstances because the proposed indemnitee has met the standard of conduct that is a prerequisite to his entitlement to indemnification under Section B(2) of this Article VI.

The determination shall be made:

(a)By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(b)If a quorum cannot be obtained under subsection (a) of this Section B(5), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

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(c)By special legal counsel:

i)selected by the Board of Directors in the manner prescribed in subsection (a) of this Section B(5) or its committee in the manner prescribed in subsection (b) of this Section B(5); or

ii)if a quorum of the Board of Directors cannot be obtained under subsection (a) of this Section B(5) and a committee cannot be designated under subsection (b) of this Section B(5), selected by a majority vote of the full Board of Directors including directors who are parties; or

(d)By the stockholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such authorizations and evaluations shall be made by those entitled under subsection (c) of this Section B(5) to select counsel.

Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification, an advance or reimbursement is claimed, any determination as to such indemnification, advance or reimbursement shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and

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the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

6.(a)The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer (and may do so for a person referred to in Section B(7) of this Article VI) who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section B(2) of this Article VI if the director, officer or person furnishes to the Corporation:

i)a written statement, executed personally, of his good faith belief that he has met the standard of conduct that is a prerequisite to his entitlement to indemnification under Section B(2) of this Article VI; and

ii)a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct.

(b)The undertaking required by paragraph (ii) of subsection (a) of this Section B(6) shall be an unlimited general obligation but need not be secured and may be accepted without reference to financial ability to make repayment.

(c)Authorizations of payments under this Section B(6) shall be made by the persons specified in Section B(5) of this Article VI.

7.The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in Section B(2) of this Article VI who

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was, is or may become a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same or a lesser extent as if such person were specified as one to whom indemnification is granted in Section B(2) of this Article VI. The provisions of Sections B(3) through B(6) of this Article VI shall be applicable to any indemnification provided pursuant to this Section B(7).

8.The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article VI and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article VI.

9.Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and

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administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article VI on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article VI. Nothing herein shall prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, or provisions for indemnification agreements, By-Laws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, By-Laws or arrangements); provided, however, that any provision of such agreements, By-Laws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article VI or applicable laws of the Commonwealth of Virginia, but other provisions of any such agreements, By-Laws or other arrangements shall not be affected by any such determination.

10.Each provision of this Article VI shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

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Dated: December 5, 1994	DOLLAR TREE DISTRIBUTION, INC.
	By:	/s/ William A. Old, Jr.
		William A. Old, Jr., Incorporator

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EX-3.6

Exhibit 3.6

DOLLAR TREE DISTRIBUTION, INC.

BY-LAWS

ARTICLE I.

OFFICES

The principal office of the Corporation shall be in the City of Norfolk, Virginia.

ARTICLE II.

STOCKHOLDERS

1.PLACE OF MEETING: Meetings of the stockholders shall be held at the principal office of the Corporation or at such other place which shall be approved by the Board of Directors and designated in the notice of the meeting. Meetings may be held either within or without the Commonwealth of Virginia.

2.ANNUAL MEETING: The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting, and any postponement or adjournment thereof, shall be held on such date and at such time as the Board of Directors in its discretion determines.

3.SPECIAL MEETINGS. Unless otherwise provided by law, special meetings of the stockholders may be called only by a majority of the Board of Directors, the chairman of the Board, the president of the Corporation, or the holders of at least twenty percent (20%) of the number of shares of the Corporation at the time outstanding, whenever deemed necessary.

4.NOTICES. Written notice by mail shall be given in accordance with Article VIII, Section 1, stating the place, date and hour of a meeting of stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, to each stockholder of record entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting. The notice shall be deemed to be given when it is deposited with postage prepaid in the United States mail addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. Notice of a meeting to act on an amendment of the Articles of Incorporation, a plan of merger, consolidation or share exchange, a proposed sale of all, or substantially all, of the Corporation’s assets, otherwise than in the usual and regular course of business, or the dissolution of the

Effective:

Corporation shall be given in the manner provided above not less than twenty-five (25) nor more than sixty (60) days before the date of the meeting. Such notice shall be accompanied by a copy of the proposed amendment or plan of reduction or merger, consolidation or exchange.

Notwithstanding the foregoing, a written waiver of notice signed by the person or person entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A stockholder who attends a meeting shall be deemed to have waived objection to lack of notice or defective notice of the meeting, unless at the beginning of the meeting he objects to holding the meeting or transacting business at the meeting.

5.ORGANIZATION AND ORDER OF BUSINESS: At all meetings of the stockholders the chairman of the Board of Directors or, in his absence, the president, shall act as chairman. In the absence of the foregoing officers or, if present, with their consent, a majority of the shares entitled to vote at such meeting may appoint any person to act as chairman. The secretary of the Corporation or, in his absence, an assistant secretary, shall act as secretary at all meetings of the stockholders. In the event that neither the secretary nor any assistant secretary is present, the chairman may appoint any person to act as secretary of the meeting.

The chairman shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

At a special meeting of stockholders, no business shall be transacted and no corporate action taken other than that stated in the notice of the meeting.

6.VOTING: A stockholder may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No stockholder may authorize more than four persons to act for him, and any proxy shall be delivered to the secretary of the meeting at or prior to the time designated by the chairman or in the order of business for so delivering such proxies. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall, as to all matters in respect of which stock of such class has voting power, be entitled to such

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vote as is provided in the Articles of Incorporation for each share of stock of such class standing in his name on the books of the Corporation. Unless required by statute or determined by the chairman to be advisable, the vote on any questions need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting or by such stockholder’s proxy, if there be such proxy.

7.INSPECTORS: At every meeting of the stockholders for election of directors, the proxies shall be received and taken in charge, all ballots shall be received and counted and all questions touching the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided, by two inspectors. Such inspectors shall be appointed by the chairman of the meeting. They shall be sworn faithfully to perform their duties and shall in writing certify to the returns. No candidate for election as director shall be appointed or act as inspector.

8.QUORUM: At all meetings of the stockholders, unless a greater number of voting by classes is required by law, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. Treasury shares and shares held by a corporation of which the Corporation owns a majority of the shares entitled to vote for the directors thereof shall not be entitled to vote or to be counted in determining the total number of outstanding shares entitled to vote. If a quorum is present, the affirmative vote of a majority of the shares represented and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number is required by law or the Articles of Incorporation, except that in the election of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority. Less than a quorum may adjourn. If a meeting is adjourned for lack of a quorum, any matter which might have properly come before the original meeting may come before the adjourned meeting when reconvened.

ARTICLE III.

DIRECTORS

1.RESPONSIBILITY OF DIRECTORS: The affairs and business of the Corporation shall be under the management of its Board of Directors and such officers and agents as the Board of Directors may elect and employ.

2.NUMBER OF DIRECTORS: The Board of Directors shall consist of six (6) directors. Directors shall be elected by the stockholders for terms of one (1) year and shall serve until the election of their successors.

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3.ELECTION AND REMOVAL OF DIRECTORS; QUORUM:

(a)Directors shall be elected at each annual meeting of shareholders to succeed those directors whose terms have expired and to fill any vacancies then existing.

(b)Directors shall hold their offices for terms of one year and until their successors are elected. Any director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of directors.

(c)Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board, and the term of office of any director so elected shall expire at the next shareholders’ meeting at which directors are elected.

4.DIRECTORS’ MEETINGS: The annual meeting of the directors shall be held immediately after the annual meeting of the stockholders. The Board of Directors, as soon as may be convenient after the annual meeting of the stockholders at which such directors are elected, shall elect from their number a president and chief executive officer (sometimes referred to herein as “president”) and a Chairman of the Board. Special meetings may be called by any director by giving notice of the time and place in accordance with Section 6 of this Article. Special meetings of the Board of Directors (or any committee of the Board) may be held by telephone or similar communication equipment whereby all persons participating in the meeting can hear each other, at such time as may be prescribed, upon call of any member of the Board.

5.QUORUM AND MANNER OF ACTING: Except where otherwise provided by law, a quorum shall be a majority of the directors, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum be had. Notice of any such adjourned meeting need not be given. Action may be taken by the directors or a committee of the Board of Directors without a meeting if a written consent setting forth the action, shall be signed by all of the directors or committee members either before or after such action. Such consent shall have the same force and effect as a unanimous vote.

6.NOTICE OF MEETING: At the annual meeting of the Board of Directors each year and at any meeting thereafter, the Board shall designate the dates, times and places of regular meetings of the Board for the ensuing calendar year, and no notice of any kind need be given thereafter with respect to such regular meetings. Notice of any special meeting of the Board shall be by oral, telegraphic

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or written notice duly given to each director not less than forty-eight (48) hours before the date of the proposed meeting.

7.WAIVER OF NOTICE: Whenever any notice is required to be given to a director of any meeting for any purpose under the provisions of law, the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless he at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

8.COMPENSATION: Directors shall not receive a stated salary for their services, but directors may be paid a fixed sum and expenses for attendance at any regular or special meeting of the Board of Directors or any meeting of any committee and such other compensation as the Board of Directors shall determine. A director may serve or be employed by the Corporation in any other capacity and receive compensation therefor.

9.COMMITTEES: In addition to the executive committee authorized by Article IV of these By-Laws, other committees, consisting of two or more directors, may be designated by the Board of Directors by a resolution adopted by the greater number of i) a majority of all directors in office at the time the action is being taken or ii) the number of directors required to take action under Article III, Section 5 hereof. Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as limited by law.

ARTICLE IV.

EXECUTIVE COMMITTEE

1.HOW CONSTITUTED AND POWERS: The Board of Directors, by resolution adopted pursuant to Article III, Section 9 hereof, may designate, in addition to the chairman of the Board of Directors, one or more directors to constitute an executive committee, who shall serve during the pleasure of the Board of Directors. The executive committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all of the authority of the Board of Directors.

2.ORGANIZATION, ETC.: The executive committee may choose a chairman and secretary. The executive committee shall keep a

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record of its acts and proceedings and report the same from time to time to the Board of Directors.

3.MEETINGS: Meetings of the executive committee may be called by any member of the committee. Notice of each such meeting, which need not specify the business to be transacted thereat, shall be mailed to each member of the committee, addressed to his residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such place by telegraph, telex or telecopy or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held.

4.QUORUM AND MANNER OF ACTING: A majority of the executive committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a committee, and the individual members shall have no powers as such.

5.REMOVAL: Any member of the executive committee may be removed, with or without cause, at any time, by the Board of Directors.

6.VACANCIES: Any vacancy in the executive committee shall be filled by the Board of Directors.

ARTICLE V.

OFFICERS

1.NUMBER: The officers of the Corporation shall be a chairman of the Board of Directors, a president and chief executive officer, one or more vice chairmen of the Board of Directors (if elected by the Board of Directors), one or more vice presidents (one or more of whom may be designated executive vice president or senior vice president), a chief financial officer, a treasurer, a controller, a secretary, and such other assistant treasurers, assistant controllers, assistant secretaries and other officers as may from time to time be chosen by the Board of Directors. Any two or more offices may be held by the same person.

2.ELECTION, TERM OF OFFICE AND QUALIFICATIONS: All officers of the Corporation shall be chosen annually by the Board of Directors, and each officer shall hold office until his successor shall have been duly chosen and qualified or until he shall resign or shall have been removed in the manner hereinafter provided. The chairman of the Board of Directors, the president and chief executive officer, and the vice chairman of the Board of Directors (if any) shall be chosen from among the directors.

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3.VACANCIES: If any vacancy shall occur among the officers of the Corporation, such vacancy shall be filled by the Board of Directors.

4.OTHER OFFICERS, AGENTS AND EMPLOYEES - THEIR POWERS AND DUTIES: The Board of Directors may from time to time appoint such other officers as the Board of Directors may deem necessary, to hold office for such time as may be designated by it or during its pleasure, and the Board of Directors or the chairman of the Board of Directors may appoint, from time to time, such agents and employees of the Corporation as may be deemed proper, and may authorize any officers to appoint and remove agents and employees. The Board of Directors or the chairman of the Board of Directors may from time to time prescribe the powers and duties of such other officers, agents and employees of the Corporation.

5.REMOVAL: Any officer, agent or employee of the Corporation may be removed, either with or without cause, by a vote of a majority of the Board of Directors or, in the case of any agent or employee not appointed by the Board of Directors, by a superior officer upon whom such power of removal may be conferred by the Board of Directors or the chairman of the Board of Directors.

6.CHAIRMAN OF THE BOARD OF DIRECTORS: The chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors and shall be a member of the executive committee. The chairman shall be responsible for such management and control of the business and affairs of the Corporation as shall be determined by the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to its notice. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

7.PRESIDENT AND CHIEF EXECUTIVE OFFICER: In the absence of the chairman of the Board of Directors, the president and chief executive officer shall preside at meetings of the stockholders and of the Board of Directors. He shall be responsible to the Board of Directors and, subject to the Board of Directors, shall be responsible for the general management and control of the business and affairs of the Corporation and shall devote himself to the Corporation’s operations under the basic policies set by the Board of Directors. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence of the chairman of the Board of Directors, he shall have all of the powers and the duties of the chairman of the Board of

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Directors. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

8.VICE CHAIRMEN OF THE BOARD OF DIRECTORS: In the absence of the chairman of the Board of Directors and the president, the vice chairman of the Board of Directors designated for such purpose by the chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors. Each vice chairman of the Board of Directors shall be responsible to the chairman of the Board of Directors. Each vice chairman of the Board of Directors shall from time to time report to the chairman of the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence or inability to act of the chairman of the Board of Directors and the president, such vice chairman of the Board of Directors as the chairman of the Board of Directors may designate for the purpose shall have the powers and discharge the duties of the chairman of the Board of Directors. The Board of Directors may designate a vice chairman of the Board of Directors who shall have the powers and discharge the duties of the chairman of the Board of Directors.

9.VICE PRESIDENTS: The vice presidents of the Corporation shall assist the chairman of the Board of Directors, the president and the vice chairmen of the Board of Directors in carrying out their respective duties and shall perform those duties which may from time to time be assigned to them.

10.TREASURER: The treasurer shall have charge of the funds, securities, receipts and disbursements of the Corporation. He shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may from time to time designate. He shall render to the Board of Directors, the chairman of the Board of Directors, the president, the vice chairmen of the Board of Directors, and the chief financial officer, whenever required by any of them, an account of all of his transactions as treasurer. If required, he shall give a bond in such sum as the Board of Directors may designate, conditioned upon the faithful performance of the duties of his office and the restoration to the Corporation at the expiration of his term of office or in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession or under his control belonging to the Corporation. He shall perform such other duties as from time to time may be assigned to him.

11.ASSISTANT TREASURERS: In the absence or disability of the treasurer, one or more assistant treasurers shall perform all the duties of the treasurer and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the treasurer.

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Each assistant treasurer shall also perform such other duties as from time to time may be assigned to him.

12.SECRETARY: The secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in a book or books kept for that purpose. He shall keep in safe custody the seal of the Corporation, and shall affix such seal to any instrument requiring it. The secretary shall have charge of such books and papers as the Board of Directors may direct. He shall attend to the giving and serving of all notices of the Corporation and shall also have such other powers and perform such other duties as pertain to his office, or as the Board of Directors, the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors may from time to time prescribe.

13.ASSISTANT SECRETARIES: In the absence or disability of the secretary, one or more assistant secretaries shall perform all of the duties of the secretary and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the secretary. Each assistant secretary shall also perform such other duties as from time to time may be assigned to him.

14.CONTROLLER: The controller shall be administrative head of the controller’s department. He shall be in charge of all functions relating to accounting and the preparation and analysis of budgets and statistical reports and shall establish, through appropriate channels, recording and reporting procedures and standards pertaining to such matters. He shall report to the chief financial officer and shall aid in developing internal corporate policies whereby the business of the Corporation shall be conducted with the maximum safety, efficiency and economy, and he shall be available to all departments of the Corporation for advice and guidance in the interpretation and application of policies which are within the scope of his authority. He shall perform such other duties as from time to time may be assigned to him.

15.ASSISTANT CONTROLLERS: In the absence or disability of the controller, one or more assistant controllers shall perform all of the duties of the controller and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the controller. Each assistant controller shall also perform such other duties as from time to time may be assigned to him.

ARTICLE VI.

CONTRACTS. CHECKS. DRAFTS. BANK ACCOUNTS. ETC.

1.CONTRACTS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president, the treasurer and such other persons as the chairman of the Board of Directors may authorize shall have the power to

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execute any contract or other instrument on behalf of the Corporation; no other officer, agent or employee shall, unless otherwise provided in these By-Laws, have any power or authority to bind the Corporation by any contract or acknowledgement, or pledge its credit or render it monetarily liable for any purpose or to any amount.

2.LOANS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, the executive vice president, the treasurer and such other persons as the Board of Directors may authorize shall have the power to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any corporation, firm or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the Corporation, may pledge, hypothecate or transfer any and all stock, securities and other personal property at any time held by the Corporation, and to that end endorse, assign and deliver the same.

3.VOTING OF STOCK HELD: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may from time to time appoint an attorney or attorneys or agent or agents of the Corporation to cast the votes that the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any other such corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation such written proxies, consents, waivers or other instruments as such officer may deem necessary or proper in the premises; or the chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may himself attend any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any and all powers of the Corporation as the holder of such stock or other securities of such other corporation.

4.COMPENSATION: The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

ARTICLE VII.

STOCK CERTIFICATES

1.FORM OF STOCK CERTIFICATE: The certificates of stock of the Corporation shall be numbered and entered in the books of the

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Corporation as they are issued. They shall be signed manually or by the use of a facsimile signature, i) by the chairman of the Board of Directors, by the president, or by a vice president designated by the Board of Directors and ii) countersigned by the secretary or an assistant secretary. They shall bear the corporate seal or a facsimile thereof. The Board of Directors of the Corporation may issue scrip in registered or bearer form, which shall entitle the holder to receive a certificate for a full share. Scrip shall not entitle the holder to exercise voting rights or to receive dividends thereon or to participate in any of the assets of the Corporation in the event of liquidation. The Board may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date or subject to any other conditions that it may deem advisable. No fractional shares shall be issued.

2.LOST CERTIFICATES: The president or secretary may direct a new certificate or certificates to be issued in place of any lost or destroyed certificate or certificates previously issued by the Corporation if the person or persons who claim the certificate or certificates make an affidavit stating the certificates of stock have been lost or destroyed. When authorizing the issuance of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the legal representative, to advertise the same in such manner as the Corporation shall require and/or to give the Corporation a bond, in such sum as the Corporation may direct, to indemnify the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.

3.TRANSFER OF STOCK: Upon surrender to the Corporation, or to the transfer agent of the Corporation, if any, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

4.REGISTERED STOCKHOLDERS: The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. The Corporation shall not be liable for registering any transfer of shares which are registered in the name of a fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad faith.

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ARTICLE VIII.

MISCELLANEOUS

1.NOTICES: Each stockholder, director and officer shall furnish in writing to the secretary of the Corporation the address to which notices of every kind may be delivered or mailed. If such person fails to furnish an address, and the Post Office advises the Corporation that the address furnished is no longer the correct address, the Corporation shall not be required to deliver or mail any notice to such person. Whenever notice is required by applicable law, the Articles of Incorporation or these By-Laws, a written waiver of such notice signed before or after the time stated in the waiver or, in the case of a meeting, the attendance, of a stockholder or director (except for the sole purpose of objecting) or, in the case of a unanimous consent, the signing of the consent, shall be deemed a waiver of notice.

2.REGISTERED OFFICE AND AGENT: The Corporation shall at all times have a registered office and a registered agent.

3.CORPORATE RECORDS: The Corporation shall keep correct and complete books and records of accounts and minutes of the stockholders’ and directors’ meetings, and shall keep at its registered office or principal place of business, or at the office of its transfer agent, if any, a record of its stockholders, including the names and addresses of all stockholders and the number, class, and series of the shares held by each. Any person who shall have been a stockholder of record for at least six months immediately preceding demand, or who shall be the holder of record of a least five per cent (5%) of all the outstanding shares of the Corporation, upon written request stating the purpose therefor, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books and records of account of the Corporation, minutes and record of stockholders, and to make copies or extracts therefrom.

4.REQUIREMENT FOR FINANCIAL STATEMENT: Upon the written request of any stockholder, the Corporation shall mail to the stockholder its most recent published financial statement.

5.SEAL: The seal of the Corporation shall be a flat faced circular die containing the word “SEAL” in the center and the name of the Corporation around the circumference.

6.AMENDMENT OF BY-LAWS: The power to alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made by the Board of Directors may be repealed or changed or new By-Laws adopted by the stockholders and the stockholders may prescribe that any By-Law adopted by them may not be altered, amended or repealed by the Board of Directors.

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7.FISCAL YEAR: The fiscal year of the Corporation shall be the calendar year.

8.GENERAL: Any matters not specifically covered by these By-Laws shall be governed by the applicable provisions of the Code of Virginia in force at the time.

ARTICLE IX.

EMERGENCY BY-LAWS

If a quorum of the Board of Directors cannot readily be assembled because of a catastrophic event, and only in such event, these By-Laws shall, without further action by the Board of Directors, be deemed to have been amended for the duration of such emergency, as follows:

1.The third sentence of Section 4 of Article III shall read as follows:

Special meetings of the Board of Directors (or any committee of the Board) shall be held whenever called by order of any director or of any person having the powers and duties of the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors.

2.Section 5 of Article III shall read as follows:

The directors present at any regular or special meeting called in accordance with these By-Laws shall constitute a quorum for the transaction of business at such meeting, and the action of a majority of such directors shall be the act of the Board of Directors, provided, however, that in the event that only one director is present at any such meeting no action except the election of directors shall be taken until at least two additional directors have been elected and are in attendance.

Approved:	/s/ H. Ray Compton
	Secretary

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EX-3.7

Exhibit 3.7

ARTICLES OF INCORPORATION

OF

DOLLAR TREE MANAGEMENT, INC.

ARTICLE I

NAME

The name of the Corporation is DOLLAR TREE MANAGEMENT, INC.

ARTICLE II

PURPOSES

The purpose for which the Corporation is organized is to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation.

The Corporation shall have all of the corporate powers of any character which are not prohibited by law or required to be stated in the Articles of Incorporation.

ARTICLE III

CAPITAL STOCK

The aggregate number of shares that the Corporation shall have authority to issue is Five Thousand (5,000) shares of the par value of Ten Dollars ($10.00) each.

ARTICLE IV

REGISTERED AGENT

The post office and physical address of the initial registered agent shall be 1700 Dominion Tower, 999 Waterside Drive, in the City of Norfolk, Virginia 23510, and the initial registered agent shall be William A. Old, Jr., who is a resident of Virginia and a member of the Virginia State Bar, and whose

business address is the same as the address of the initial registered office.

ARTICLE V

DIRECTORS

The number of directors shall be fixed by the By-Laws. The number of Directors constituting the initial Board shall be six (6), and the names and addresses of the persons who are to serve as the initial Directors are as follows:

Macon F. Brock, Jr.

1506 Duke of Windsor Road

Virginia Beach, Virginia 23454

H. Ray Compton

1001 Seville Drive

Chesapeake, Virginia 23320

J. Douglas Perry

1413 N. Bayshore Drive

Virginia Beach, Virginia 23451

John F. Megrue

145 East 92nd Street

Apartment 5C

New York, New York 10128

Thomas A. Saunders, III

180 Piping Rock Road

Locust Valley, New York 11560

Allan W. Karp

490 W. End Avenue, Apt. 11A

New York, New York 10024

ARTICLE VI

INDEMNIFICATION

A.Definitions. For purposes of this Article, the following definitions shall apply:

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“Act” means the Virginia Stock Corporation Act, as it exists on the effective date hereof or is hereafter amended, or any successor or comparable provision of law if such Act is repealed.

“eligible person” means a person who is or was a director or officer of the Corporation, or while serving as such director or officer, is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, affiliated corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A person shall be considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.

“expenses” includes, without limitation, counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification.

“liability” means the obligation to pay a judgment, settlement, penalty, fine (including any excise tax assessed with respect to any employment benefit plan), or reasonable expenses incurred with respect to a proceeding.

“party” includes, without limitation, an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

“proceeding” means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.

B.Indemnification of Officers and Directors.

1.To the full extent that the Act permits the limitation or elimination of the liability of directors and officers, no director or officer of the Corporation made a party to any proceeding shall be liable to the Corporation or its stockholders for monetary damages arising out of any transaction, occurrence or course of conduct, whether occurring prior or subsequent to the effective date of this Article VI.

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2.To the full extent permitted by the Act, the Corporation shall indemnify any eligible person who was or is a party to any proceeding, including a proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. To the same extent, the Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer against liability and/or to advance or reimburse his expenses in respect to any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

3.The provisions of this Article VI shall be applicable to all proceedings commenced after it becomes effective, arising from any act or omission, whether occurring before or after such effective date. No amendment or repeal of this Article VI shall impair or otherwise diminish the rights provided under this Article VI (including those created by contract) with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions and make all such determinations and authorizations as shall be necessary or appropriate to comply with its obligation to make any indemnity against liability, or to advance any expenses, under this Article VI and shall promptly pay or reimburse all reasonable expenses, including attorneys’

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fees, incurred by any such director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

4.The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the director or officer did not meet any standard of conduct that is a prerequisite to the limitation or elimination of liability provided in Section B(1) of this Article VI or to his entitlement to indemnification under Section B(2) of this Article VI.

5.No indemnification under Section B(2) of this Article VI (unless ordered by a court of law) shall be made by the Corporation without a determination in the specific case that indemnification is proper in the circumstances because the proposed indemnitee has met the standard of conduct that is a prerequisite to his entitlement to indemnification under Section B(2) of this Article VI.

The determination shall be made:

(a)By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(b)If a quorum cannot be obtained under subsection (a) of this Section B(5), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

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(c)By special legal counsel:

i)selected by the Board of Directors in the manner prescribed in subsection (a) of this Section B(5) or its committee in the manner prescribed in subsection (b) of this Section B(5); or

ii)if a quorum of the Board of Directors cannot be obtained under subsection (a) of this Section B(5) and a committee cannot be designated under subsection (b) of this Section B(5), selected by a majority vote of the full Board of Directors including directors who are parties; or

(d)By the stockholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such authorizations and evaluations shall be made by those entitled under subsection (c) of this Section B(5) to select counsel.

Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification, an advance or reimbursement is claimed, any determination as to such indemnification, advance or reimbursement shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and

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the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

6.(a)The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer (and may do so for a person referred to in Section B(7) of this Article VI) who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section B(2) of this Article VI if the director, officer or person furnishes to the Corporation:

i)a written statement, executed personally, of his good faith belief that he has met the standard of conduct that is a prerequisite to his entitlement to indemnification under Section B(2) of this Article VI; and

ii)a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct.

(b)The undertaking required by paragraph (ii) of subsection (a) of this Section B(6) shall be an unlimited general obligation but need not be secured and may be accepted without reference to financial ability to make repayment.

(c)Authorizations of payments under this Section B(6) shall be made by the persons specified in Section B(5) of this Article VI.

7.The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in Section B(2) of this Article VI who

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was, is or may become a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same or a lesser extent as if such person were specified as one to whom indemnification is granted in Section B(2) of this Article VI. The provisions of Sections B(3) through B(6) of this Article VI shall be applicable to any indemnification provided pursuant to this Section B(7).

8.The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article VI and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article VI.

9.Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and

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administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article VI on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article VI. Nothing herein shall prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, or provisions for indemnification agreements, By-Laws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, By-Laws or arrangements); provided, however, that any provision of such agreements, By-Laws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article VI or applicable laws of the Commonwealth of Virginia, but other provisions of any such agreements, By-Laws or other arrangements shall not be affected by any such determination.

10.Each provision of this Article VI shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

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Dated:  December 5, 1994	DOLLAR TREE MANAGEMENT, INC.
	By:	/s/ William A. Old, Jr.
		William A. Old, Jr., Incorporator

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EX-3.8

Exhibit 3.8

DOLLAR TREE MANAGEMENT, INC.

BY-LAWS

ARTICLE I.

OFFICES

The principal office of the Corporation shall be in the City of Norfolk, Virginia.

ARTICLE II.

STOCKHOLDERS

1.PLACE OF MEETING: Meetings of the stockholders shall be held at the principal office of the Corporation or at such other place which shall be approved by the Board of Directors and designated in the notice of the meeting. Meetings may be held either within or without the Commonwealth of Virginia.

2.ANNUAL MEETING: The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting, and any postponement or adjournment thereof, shall be held on such date and at such time as the Board of Directors in its discretion determines.

3.SPECIAL MEETINGS. Unless otherwise provided by law, special meetings of the stockholders may be called only by a majority of the Board of Directors, the chairman of the Board, the president of the Corporation, or the holders of at least twenty percent (20%) of the number of shares of the Corporation at the time outstanding, whenever deemed necessary.

4.NOTICES. Written notice by mail shall be given in accordance with Article VIII, Section 1, stating the place, date and hour of a meeting of stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, to each stockholder of record entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting. The notice shall be deemed to be given when it is deposited with postage prepaid in the United States mail addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. Notice of a meeting to act on an amendment of the Articles of Incorporation, a plan of merger, consolidation or share exchange, a proposed sale of all, or substantially all, of the Corporation’s assets, otherwise than in the usual and regular course of business, or the dissolution of the

Effective:

Corporation shall be given in the manner provided above not less than twenty-five (25) nor more than sixty (60) days before the date of the meeting. Such notice shall be accompanied by a copy of the proposed amendment or plan of reduction or merger, consolidation or exchange.

Notwithstanding the foregoing, a written waiver of notice signed by the person or person entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A stockholder who attends a meeting shall be deemed to have waived objection to lack of notice or defective notice of the meeting, unless at the beginning of the meeting he objects to holding the meeting or transacting business at the meeting.

5.ORGANIZATION AND ORDER OF BUSINESS: At all meetings of the stockholders the chairman of the Board of Directors or, in his absence, the president, shall act as chairman. In the absence of the foregoing officers or, if present, with their consent, a majority of the shares entitled to vote at such meeting may appoint any person to act as chairman. The secretary of the Corporation or, in his absence, an assistant secretary, shall act as secretary at all meetings of the stockholders. In the event that neither the secretary nor any assistant secretary is present, the chairman may appoint any person to act as secretary of the meeting.

The chairman shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

At a special meeting of stockholders, no business shall be transacted and no corporate action taken other than that stated in the notice of the meeting.

6.VOTING: A stockholder may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No stockholder may authorize more than four persons to act for him, and any proxy shall be delivered to the secretary of the meeting at or prior to the time designated by the chairman or in the order of business for so delivering such proxies. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall, as to all matters in respect of which stock of such class has voting power, be entitled to such

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vote as is provided in the Articles of Incorporation for each share of stock of such class standing in his name on the books of the Corporation. Unless required by statute or determined by the chairman to be advisable, the vote on any questions need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting or by such stockholder’s proxy, if there be such proxy.

7.INSPECTORS: At every meeting of the stockholders for election of directors, the proxies shall be received and taken in charge, all ballots shall be received and counted and all questions touching the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided, by two inspectors. Such inspectors shall be appointed by the chairman of the meeting. They shall be sworn faithfully to perform their duties and shall in writing certify to the returns. No candidate for election as director shall be appointed or act as inspector.

8.QUORUM: At all meetings of the stockholders, unless a greater number of voting by classes is required by law, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. Treasury shares and shares held by a corporation of which the Corporation owns a majority of the shares entitled to vote for the directors thereof shall not be entitled to vote or to be counted in determining the total number of outstanding shares entitled to vote. If a quorum is present, the affirmative vote of a majority of the shares represented and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number is required by law or the Articles of Incorporation, except that in the election of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority. Less than a quorum may adjourn. If a meeting is adjourned for lack of a quorum, any matter which might have properly come before the original meeting may come before the adjourned meeting when reconvened.

ARTICLE III.

DIRECTORS

1.RESPONSIBILITY OF DIRECTORS: The affairs and business of the Corporation shall be under the management of its Board of Directors and such officers and agents as the Board of Directors may elect and employ.

2.NUMBER OF DIRECTORS: The Board of Directors shall consist of six (6) directors. Directors shall be elected by the stockholders for terms of one (1) year and shall serve until the election of their successors.

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3.ELECTION AND REMOVAL OF DIRECTORS; QUORUM:

(a)Directors shall be elected at each annual meeting of shareholders to succeed those directors whose terms have expired and to fill any vacancies then existing.

(b)Directors shall hold their offices for terms of one year and until their successors are elected. Any director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of directors.

(c)Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board, and the term of office of any director so elected shall expire at the next shareholders’ meeting at which directors are elected.

4.DIRECTORS’ MEETINGS: The annual meeting of the directors shall be held immediately after the annual meeting of the stockholders. The Board of Directors, as soon as may be convenient after the annual meeting of the stockholders at which such directors are elected, shall elect from their number a president and chief executive officer (sometimes referred to herein as “president”) and a Chairman of the Board. Special meetings may be called by any director by giving notice of the time and place in accordance with Section 6 of this Article. Special meetings of the Board of Directors (or any committee of the Board) may be held by telephone or similar communication equipment whereby all persons participating in the meeting can hear each other, at such time as may be prescribed, upon call of any member of the Board.

5.QUORUM AND MANNER OF ACTING: Except where otherwise provided by law, a quorum shall be a majority of the directors, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum be had. Notice of any such adjourned meeting need not be given. Action may be taken by the directors or a committee of the Board of Directors without a meeting if a written consent setting forth the action, shall be signed by all of the directors or committee members either before or after such action. Such consent shall have the same force and effect as a unanimous vote.

6.NOTICE OF MEETING: At the annual meeting of the Board of Directors each year and at any meeting thereafter, the Board shall designate the dates, times and places of regular meetings of the Board for the ensuing calendar year, and no notice of any kind need be given thereafter with respect to such regular meetings. Notice of any special meeting of the Board shall be by oral, telegraphic

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or written notice duly given to each director not less than forty-eight (48) hours before the date of the proposed meeting.

7.WAIVER OF NOTICE: Whenever any notice is required to be given to a director of any meeting for any purpose under the provisions of law, the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless he at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

8.COMPENSATION: Directors shall not receive a stated salary for their services, but directors may be paid a fixed sum and expenses for attendance at any regular or special meeting of the Board of Directors or any meeting of any committee and such other compensation as the Board of Directors shall determine. A director may serve or be employed by the Corporation in any other capacity and receive compensation therefor.

9.COMMITTEES: In addition to the executive committee authorized by Article IV of these By-Laws, other committees, consisting of two or more directors, may be designated by the Board of Directors by a resolution adopted by the greater number of i) a majority of all directors in office at the time the action is being taken or ii) the number of directors required to take action under Article III, Section 5 hereof. Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as limited by law.

ARTICLE IV.

EXECUTIVE COMMITTEE

1.HOW CONSTITUTED AND POWERS: The Board of Directors, by resolution adopted pursuant to Article III, Section 9 hereof, may designate, in addition to the chairman of the Board of Directors, one or more directors to constitute an executive committee, who shall serve during the pleasure of the Board of Directors. The executive committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all of the authority of the Board of Directors.

2.ORGANIZATION, ETC.: The executive committee may choose a chairman and secretary. The executive committee shall keep a

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record of its acts and proceedings and report the same from time to time to the Board of Directors.

3.MEETINGS: Meetings of the executive committee may be called by any member of the committee. Notice of each such meeting, which need not specify the business to be transacted thereat, shall be mailed to each member of the committee, addressed to his residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such place by telegraph, telex or telecopy or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held.

4.QUORUM AND MANNER OF ACTING: A majority of the executive committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a committee, and the individual members shall have no powers as such.

5.REMOVAL: Any member of the executive committee may be removed, with or without cause, at any time, by the Board of Directors.

6.VACANCIES: Any vacancy in the executive committee shall be filled by the Board of Directors.

ARTICLE V.

OFFICERS

1.NUMBER: The officers of the Corporation shall be a chairman of the Board of Directors, a president and chief executive officer, one or more vice chairmen of the Board of Directors (if elected by the Board of Directors), one or more vice presidents (one or more of whom may be designated executive vice president or senior vice president), a chief financial officer, a treasurer, a controller, a secretary, and such other assistant treasurers, assistant controllers, assistant secretaries and other officers as may from time to time be chosen by the Board of Directors. Any two or more offices may be held by the same person.

2.ELECTION, TERM OF OFFICE AND QUALIFICATIONS: All officers of the Corporation shall be chosen annually by the Board of Directors, and each officer shall hold office until his successor shall have been duly chosen and qualified or until he shall resign or shall have been removed in the manner hereinafter provided. The chairman of the Board of Directors, the president and chief executive officer, and the vice chairman of the Board of Directors (if any) shall be chosen from among the directors.

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3.VACANCIES: If any vacancy shall occur among the officers of the Corporation, such vacancy shall be filled by the Board of Directors.

4.OTHER OFFICERS, AGENTS AND EMPLOYEES - THEIR POWERS AND DUTIES: The Board of Directors may from time to time appoint such other officers as the Board of Directors may deem necessary, to hold office for such time as may be designated by it or during its pleasure, and the Board of Directors or the chairman of the Board of Directors may appoint, from time to time, such agents and employees of the Corporation as may be deemed proper, and may authorize any officers to appoint and remove agents and employees. The Board of Directors or the chairman of the Board of Directors may from time to time prescribe the powers and duties of such other officers, agents and employees of the Corporation.

5.REMOVAL: Any officer, agent or employee of the Corporation may be removed, either with or without cause, by a vote of a majority of the Board of Directors or, in the case of any agent or employee not appointed by the Board of Directors, by a superior officer upon whom such power of removal may be conferred by the Board of Directors or the chairman of the Board of Directors.

6.CHAIRMAN OF THE BOARD OF DIRECTORS: The chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors and shall be a member of the executive committee. The chairman shall be responsible for such management and control of the business and affairs of the Corporation as shall be determined by the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to its notice. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

7.PRESIDENT AND CHIEF EXECUTIVE OFFICER: In the absence of the chairman of the Board of Directors, the president and chief executive officer shall preside at meetings of the stockholders and of the Board of Directors. He shall be responsible to the Board of Directors and, subject to the Board of Directors, shall be responsible for the general management and control of the business and affairs of the Corporation and shall devote himself to the Corporation’s operations under the basic policies set by the Board of Directors. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence of the chairman of the Board of Directors, he shall have all of the powers and the duties of the chairman of the Board of

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Directors. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

8.VICE CHAIRMEN OF THE BOARD OF DIRECTORS: In the absence of the chairman of the Board of Directors and the president, the vice chairman of the Board of Directors designated for such purpose by the chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors. Each vice chairman of the Board of Directors shall be responsible to the chairman of the Board of Directors. Each vice chairman of the Board of Directors shall from time to time report to the chairman of the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence or inability to act of the chairman of the Board of Directors and the president, such vice chairman of the Board of Directors as the chairman of the Board of Directors may designate for the purpose shall have the powers and discharge the duties of the chairman of the Board of Directors. The Board of Directors may designate a vice chairman of the Board of Directors who shall have the powers and discharge the duties of the chairman of the Board of Directors.

9.VICE PRESIDENTS: The vice presidents of the Corporation shall assist the chairman of the Board of Directors, the president and the vice chairmen of the Board of Directors in carrying out their respective duties and shall perform those duties which may from time to time be assigned to them.

10.TREASURER: The treasurer shall have charge of the funds, securities, receipts and disbursements of the Corporation. He shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may from time to time designate. He shall render to the Board of Directors, the chairman of the Board of Directors, the president, the vice chairmen of the Board of Directors, and the chief financial officer, whenever required by any of them, an account of all of his transactions as treasurer. If required, he shall give a bond in such sum as the Board of Directors may designate, conditioned upon the faithful performance of the duties of his office and the restoration to the Corporation at the expiration of his term of office or in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession or under his control belonging to the Corporation. He shall perform such other duties as from time to time may be assigned to him.

11.ASSISTANT TREASURERS: In the absence or disability of the treasurer, one or more assistant treasurers shall perform all the duties of the treasurer and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the treasurer.

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Each assistant treasurer shall also perform such other duties as from time to time may be assigned to him.

12.SECRETARY: The secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in a book or books kept for that purpose. He shall keep in safe custody the seal of the Corporation, and shall affix such seal to any instrument requiring it. The secretary shall have charge of such books and papers as the Board of Directors may direct. He shall attend to the giving and serving of all notices of the Corporation and shall also have such other powers and perform such other duties as pertain to his office, or as the Board of Directors, the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors may from time to time prescribe.

13.ASSISTANT SECRETARIES: In the absence or disability of the secretary, one or more assistant secretaries shall perform all of the duties of the secretary and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the secretary. Each assistant secretary shall also perform such other duties as from time to time may be assigned to him.

14.CONTROLLER: The controller shall be administrative head of the controller’s department. He shall be in charge of all functions relating to accounting and the preparation and analysis of budgets and statistical reports and shall establish, through appropriate channels, recording and reporting procedures and standards pertaining to such matters. He shall report to the chief financial officer and shall aid in developing internal corporate policies whereby the business of the Corporation shall be conducted with the maximum safety, efficiency and economy, and he shall be available to all departments of the Corporation for advice and guidance in the interpretation and application of policies which are within the scope of his authority. He shall perform such other duties as from time to time may be assigned to him.

15.ASSISTANT CONTROLLERS: In the absence or disability of the controller, one or more assistant controllers shall perform all of the duties of the controller and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the controller. Each assistant controller shall also perform such other duties as from time to time may be assigned to him.

ARTICLE VI.

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

1.CONTRACTS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president, the treasurer and such other persons as the chairman of the Board of Directors may authorize shall have the power to

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execute any contract or other instrument on behalf of the Corporation; no other officer, agent or employee shall, unless otherwise provided in these By-Laws, have any power or authority to bind the Corporation by any contract or acknowledgement, or pledge its credit or render it monetarily liable for any purpose or to any amount.

2.LOANS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, the executive vice president, the treasurer and such other persons as the Board of Directors may authorize shall have the power to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any corporation, firm or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the Corporation, may pledge, hypothecate or transfer any and all stock, securities and other personal property at any time held by the Corporation, and to that end endorse, assign and deliver the same.

3.VOTING OF STOCK HELD: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may from time to time appoint an attorney or attorneys or agent or agents of the Corporation to cast the votes that the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any other such corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation such written proxies, consents, waivers or other instruments as such officer may deem necessary or proper in the premises; or the chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may himself attend any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any and all powers of the Corporation as the holder of such stock or other securities of such other corporation.

4.COMPENSATION: The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

ARTICLE VII.

STOCK CERTIFICATES

1.FORM OF STOCK CERTIFICATE: The certificates of stock of the Corporation shall be numbered and entered in the books of the

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Corporation as they are issued. They shall be signed manually or by the use of a facsimile signature, i) by the chairman of the Board of Directors, by the president, or by a vice president designated by the Board of Directors and ii) countersigned by the secretary or an assistant secretary. They shall bear the corporate seal or a facsimile thereof. The Board of Directors of the Corporation may issue scrip in registered or bearer form, which shall entitle the holder to receive a certificate for a full share. Scrip shall not entitle the holder to exercise voting rights or to receive dividends thereon or to participate in any of the assets of the Corporation in the event of liquidation. The Board may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date or subject to any other conditions that it may deem advisable. No fractional shares shall be issued.

2.LOST CERTIFICATES: The president or secretary may direct a new certificate or certificates to be issued in place of any lost or destroyed certificate or certificates previously issued by the Corporation if the person or persons who claim the certificate or certificates make an affidavit stating the certificates of stock have been lost or destroyed. When authorizing the issuance of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the legal representative, to advertise the same in such manner as the Corporation shall require and/or to give the Corporation a bond, in such sum as the Corporation may direct, to indemnify the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.

3.TRANSFER OF STOCK: Upon surrender to the Corporation, or to the transfer agent of the Corporation, if any, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

4.REGISTERED STOCKHOLDERS: The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. The Corporation shall not be liable for registering any transfer of shares which are registered in the name of a fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad faith.

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ARTICLE VIII.

MISCELLANEOUS

1.NOTICES: Each stockholder, director and officer shall furnish in writing to the secretary of the Corporation the address to which notices of every kind may be delivered or mailed. If such person fails to furnish an address, and the Post Office advises the Corporation that the address furnished is no longer the correct address, the Corporation shall not be required to deliver or mail any notice to such person. Whenever notice is required by applicable law, the Articles of Incorporation or these By-Laws, a written waiver of such notice signed before or after the time stated in the waiver or, in the case of a meeting, the attendance, of a stockholder or director (except for the sole purpose of objecting) or, in the case of a unanimous consent, the signing of the consent, shall be deemed a waiver of notice.

2.REGISTERED OFFICE AND AGENT: The Corporation shall at all times have a registered office and a registered agent.

3.CORPORATE RECORDS: The Corporation shall keep correct and complete books and records of accounts and minutes of the stockholders’ and directors’ meetings, and shall keep at its registered office or principal place of business, or at the office of its transfer agent, if any, a record of its stockholders, including the names and addresses of all stockholders and the number, class, and series of the shares held by each. Any person who shall have been a stockholder of record for at least six months immediately preceding demand, or who shall be the holder of record of a least five per cent (5%) of all the outstanding shares of the Corporation, upon written request stating the purpose therefor, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books and records of account of the Corporation, minutes and record of stockholders, and to make copies or extracts therefrom.

4.REQUIREMENT FOR FINANCIAL STATEMENT: Upon the written request of any stockholder, the Corporation shall mail to the stockholder its most recent published financial statement.

5.SEAL: The seal of the Corporation shall be a flat faced circular die containing the word “SEAL” in the center and the name of the Corporation around the circumference.

6.AMENDMENT OF BY-LAWS: The power to alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made by the Board of Directors may be repealed or changed or new By-Laws adopted by the stockholders and the stockholders may prescribe that any By-Law adopted by them may not be altered, amended or repealed by the Board of Directors.

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7.FISCAL YEAR: The fiscal year of the Corporation shall be the calendar year.

8.GENERAL: Any matters not specifically covered by these By-Laws shall be governed by the applicable provisions of the Code of Virginia in force at the time.

ARTICLE IX.

EMERGENCY BY-LAWS

If a quorum of the Board of Directors cannot readily be assembled because of a catastrophic event, and only in such event, these By-Laws shall, without further action by the Board of Directors, be deemed to have been amended for the duration of such emergency, as follows:

1.The third sentence of Section 4 of Article III shall read as follows:

Special meetings of the Board of Directors (or any committee of the Board) shall be held whenever called by order of any director or of any person having the powers and duties of the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors.

2.Section 5 of Article III shall read as follows:

The directors present at any regular or special meeting called in accordance with these By-Laws shall constitute a quorum for the transaction of business at such meeting, and the action of a majority of such directors shall be the act of the Board of Directors, provided, however, that in the event that only one director is present at any such meeting no action except the election of directors shall be taken until at least two additional directors have been elected and are in attendance.

Approved:	/s/ H. Ray Compton
	Secretary

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EX-3.9

Exhibit 3.9

ARTICLES OF INCORPORATION

OF

DOLLAR TREE PROPERTIES, INC.

ARTICLE I

NAME

The name of the Corporation is DOLLAR TREE PROPERTIES, INC.

ARTICLE II

PURPOSES

The purpose for which the Corporation is organized is to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation.

The Corporation shall have all of the corporate powers of any character which are not prohibited by law or required to be stated in the Articles of Incorporation.

ARTICLE III

CAPITAL STOCK

The aggregate number of shares that the Corporation shall have authority to issue is Five Thousand (5,000) shares of the par value of Ten Dollars ($10.00) each.

ARTICLE IV

REGISTERED AGENT

The post office and physical address of the initial registered agent shall be 1700 Dominion Tower, 999 Waterside Drive, in the City of Norfolk, Virginia 23510, and the initial registered agent shall be William A. Old, Jr., who is a resident of Virginia and a member of the Virginia State Bar, and whose business address is the same as the address of the initial registered office.

ARTICLE V

DIRECTORS

The number of directors shall be fixed by the By-Laws.

ARTICLE VI

INDEMNIFICATION

A.Definitions. For purposes of this Article, the following definitions shall apply:

“Act” means the Virginia Stock Corporation Act, as it exists on the effective date hereof or is hereafter amended, or any successor or comparable provision of law if such Act is repealed.

“eligible person” means a person who is or was a director or officer of the Corporation, or white serving as such director or officer, is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, affiliated corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A person shall be considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.

“expenses” includes, without limitation, counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification.

“liability” means the obligation to pay a judgment, settlement, penalty, fine (including any excise tax assessed with respect to any employment benefit plan), or reasonable expenses incurred with respect to a proceeding.

“party” includes, without limitation, an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

“proceeding” means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.

B.Indemnification of Officers and Directors.

1.To the full extent that the Act permits the limitation or elimination of the liability of directors and officers, no director or officer of the Corporation made a party to any proceeding shall be liable to the Corporation or its stockholders for monetary damages arising out of any transaction, occurrence or course of conduct, whether occurring prior or subsequent to the effective date of this Article VI.

2.To the full extent permitted by the Act, the Corporation shall indemnify any eligible person who was or is a party to any proceeding, including a proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. To the same extent, the Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer against liability and/or to advance or reimburse his expenses in respect to any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

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3.The provisions of this Article VI shall be applicable to all proceedings commenced after it becomes effective, arising from any act or omission, whether occurring before or after such effective date. No amendment or repeal of this Article VI shall impair or otherwise diminish the rights provided under this Article VI (including those created by contract) with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions and make all such determinations and authorizations as shall be necessary or appropriate to comply with its obligation to make any indemnity against liability, or to advance any expenses, under this Article VI and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

4.The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the director or officer did not meet any standard of conduct that is a prerequisite to the limitation or elimination of liability provided in Section B(1) of this Article VI or to his entitlement to indemnification under Section B(2) of this Article VI.

5.No indemnification under Section B(2) of this Article VI (unless ordered by a court of law) shall be made by the Corporation without a determination in the specific case that indemnification is proper in the circumstances because the proposed indemnitee has met the standard of conduct that is a prerequisite to his entitlement to indemnification under Section B(2) of this Article VI.

The determination shall be made:

(a)By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(b)If a quorum cannot be obtained under subsection (a) of this Section B(5), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

(c)By special legal counsel:

i)selected by the Board of Directors in the manner prescribed in subsection (a) of this Section B(5) or its committee in the manner prescribed in subsection (b) of this Section B(5); or

ii)if a quorum of the Board of Directors cannot be obtained under subsection (a) of this Section B(5) and a committee cannot be designated under subsection (b) of this Section B(5), selected by a majority vote of the full Board of Directors including directors who are parties; or

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(d)By the stockholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such authorizations and evaluations shall be made by those entitled under subsection (c) of this Section B(5) to select counsel.

Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification, an advance or reimbursement is claimed, any determination as to such indemnification, advance or reimbursement shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

6.(a) The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer (and may do so for a person referred to in Section B(7) of this Article VI) who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section B(2) of this Article VI if the director, officer or person furnishes to the Corporation:

i)a written statement, executed personally, of his good faith belief that he has met the standard of conduct that is a prerequisite to his entitlement to indemnification under Section B(2) of this Article VI; and

ii)a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct.

(b)The undertaking required by paragraph (ii) of subsection (a) of this Section B(6) shall be an unlimited general obligation but need not be secured and may be accepted without reference to financial ability to make repayment.

(c)Authorizations of payments under this Section B(6) shall be made by the persons specified in Section B(5) of this Article VI.

7.The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in Section B(2) of this Article VI who was, is or may become a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other

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enterprise, to the same or a lesser extent as if such person were specified as one to whom indemnification is granted in Section B(2) of this Article VI. The provisions of Sections B(3) through B(6) of this Article VI shall be applicable to any indemnification provided pursuant to this Section B(7).

8.The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article VI and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article VI.

9.Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article VI on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article VI. Nothing herein shall prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, or provisions for indemnification agreements, By-Laws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, By-Laws or arrangements); provided, however, that any provision of such agreements, By-Laws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article VI or applicable laws of the Commonwealth of Virginia, but other provisions of any such agreements, By-Laws or other arrangements shall not be affected by any such determination.

10.Each provision of this Article VI shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

Dated: October 28, 1996	DOLLAR TREE PROPERTIES, INC.
	By:	/s/ William A. Old, Jr.
		William A. Old, Jr., Incorporator

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EX-3.10

Exhibit 3.10

DOLLAR TREE PROPERTIES, INC.

BY-LAWS

ARTICLE I.

OFFICES

The principal office of the Corporation shall be in the City of Norfolk, Virginia.

ARTICLE II.

STOCKHOLDERS

1.PLACE OF MEETING: Meetings of the stockholders shall be held at the principal office of the Corporation or at such other place which shall be approved by the Board of Directors and designated in the notice of the meeting. Meetings may be held either within or without the Commonwealth of Virginia.

2.ANNUAL MEETING: The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting, and any postponement or adjournment thereof, shall be held on such date and at such time as the Board of Directors in its discretion determines.

3.SPECIAL MEETINGS. Unless otherwise provided by law, special meetings of the stockholders may be called only by a majority of the Board of Directors, the chairman of the Board, the president of the Corporation, or the holders of at least twenty percent (20%) of the number of shares of the Corporation at the time outstanding, whenever deemed necessary.

4.NOTICES. Written notice by mail shall be given in accordance with Article VIII, Section 1, stating the place, date and hour of a meeting of stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, to each stockholder of record entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting. The notice shall be deemed to be given when it is deposited with

postage prepaid in the United States mail addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. Notice of a meeting to act on an amendment of the Articles of Incorporation, a plan of merger, consolidation or share exchange, a proposed sale of all, or substantially all, of the Corporation’s assets, otherwise than in the usual and regular course of business, or the dissolution of the Corporation shall be given in the manner provided above not less than twenty-five (25) nor more than sixty (60) days before the date of the meeting. Such notice shall be accompanied by a copy of the proposed amendment or plan of reduction or merger, consolidation or exchange.

Notwithstanding the foregoing, a written waiver of notice signed by the person or person entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A stockholder who attends a meeting shall be deemed to have waived objection to lack of notice or defective notice of the meeting, unless at the beginning of the meeting he objects to holding the meeting or transacting business at the meeting.

5.ORGANIZATION AND ORDER OF BUSINESS: At all meetings of the stockholders the chairman of the Board of Directors or, in his absence, the president, shall act as chairman. In the absence of the foregoing officers or, if present, with their consent, a majority of the shares entitled to vote at such meeting may appoint any person to act as chairman. The secretary of the Corporation or, in his absence, an assistant secretary, shall act as secretary at all meetings of the stockholders. In the event that neither the secretary nor any assistant secretary is present, the chairman may appoint any person to act as secretary of the meeting.

The chairman shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

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At a special meeting of stockholders, no business shall be transacted and no corporate action taken other than that stated in the notice of the meeting.

6.VOTING: A stockholder may vote either in person or by-proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No stockholder may authorize more than four persons to act for him, and any proxy shall be delivered to the secretary of the meeting at or prior to the time designated by the chairman or in the order of business for so delivering such proxies. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall, as to all matters in respect of which stock of such class has voting power, be entitled to such vote as is provided in the Articles of Incorporation for each share of stock of such class standing in his name on the books of the Corporation. Unless required by statute or determined by the chairman to be advisable, the vote on any questions need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting or by such stockholder’s proxy, if there be such proxy.

7.INSPECTORS: At every meeting of the stockholders for election of directors, the proxies shall be received and taken in charge, all ballots shall be received and counted and all questions touching the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided, by two inspectors. Such inspectors shall be appointed by the chairman of the meeting. They shall be sworn faithfully to perform their duties and shall in writing certify to the returns. No candidate for election as director shall be appointed or act as inspector.

8.QUORUM: At all meetings of the stockholders, unless a greater number of voting by classes is required by law, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. Treasury shares and shares held by a corporation of which the Corporation owns a majority of the shares entitled to vote for the directors thereof shall not be entitled to vote or to be counted in determining the total number of outstanding shares entitled to vote. If a quorum is present, the affirmative vote of a majority of the shares represented and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number is required by law

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or the Articles of Incorporation, except that in the election of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority. Less than a quorum may adjourn. If a meeting is adjourned for lack of a quorum, any matter which might have properly come before the original meeting may come before the adjourned meeting when reconvened.

ARTICLE III.

DIRECTORS

1.RESPONSIBILITY OF DIRECTORS: The affairs and business of the Corporation shall be under the management of its Board of Directors and such officers and agents as the Board of Directors may elect and employ.

2.NUMBER OF DIRECTORS: The Board of Directors shall consist of at least two (2) and not more than eight (8) directors. Directors shall be elected by the stockholders for terms of one (1) year and shall serve until the election of their successors.

3.ELECTION AND REMOVAL OF DIRECTORS; QUORUM:

(a)Directors shall be elected at each annual meeting of shareholders to succeed those directors whose terms have expired and to fill any vacancies then existing.

(b)Directors shall hold their offices for terms of one year and until their successors are elected. Any director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of directors.

(c)Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board, and the term of office of any director so elected shall expire at the next shareholders’ meeting at which directors are elected.

4.DIRECTORS’ MEETINGS: The annual meeting of the directors shall be held immediately after the annual meeting of the stockholders. The Board of Directors, as soon as may be convenient

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after the annual meeting of the stockholders at which such directors are elected, shall elect from their number a president and chief executive officer (sometimes referred to herein as “president”) and a Chairman of the Board. Special meetings may be called by any director by giving notice of the time and place in accordance with Section 6 of this Article. Special meetings of the Board of Directors (or any committee of the Board) may be held by telephone or similar communication equipment whereby all persons participating in the meeting can hear each other, at such time as may be prescribed, upon call of any member of the Board.

5.QUORUM AND MANNER OF ACTING: Except where otherwise provided by law, a quorum shall be a majority of the directors, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum be had. Notice of any such adjourned meeting need not be given. Action may be taken by the directors or a committee of the Board of Directors without a meeting if a written consent setting forth the action, shall be signed by all of the directors or committee members either before or after such action. Such consent shall have the same force and effect as a unanimous vote.

6.NOTICE OF MEETING: At the annual meeting of the Board of Directors each year and at any meeting thereafter, the Board shall designate the dates, times and places of regular meetings of the Board for the ensuing calendar year, and no notice of any kind need be given thereafter with respect to such regular meetings. Notice of any special meeting of the Board shall be by oral, telegraphic or written notice duly given to each director not less than forty-eight (48) hours before the date of the proposed meeting.

7.WAIVER OF NOTICE: Whenever any notice is required to be given to a director of any meeting for any purpose under the provisions of law, the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless he at the beginning of the meeting or promptly upon his arrival objects to holding the

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meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

8.COMPENSATION: Directors shall not receive a stated salary for their services, but directors may be paid a fixed sum and expenses for attendance at any regular or special meeting of the Board of Directors or any meeting of any committee and such other compensation as the Board of Directors shall determine. A director may serve or be employed by the Corporation in any other capacity and receive compensation therefor.

9.COMMITTEES: In addition to the executive committee authorized by Article IV of these By-Laws, other committees, consisting of two or more directors, may be designated by the Board of Directors by a resolution adopted by the greater number of i) a majority of all directors in office at the time the action is being taken or ii) the number of directors required to take action under Article III, Section 5 hereof. Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as limited by law.

ARTICLE IV.

EXECUTIVE COMMITTEE

1.HOW CONSTITUTED AND POWERS: The Board of Directors, by resolution adopted pursuant to Article III, Section 9 hereof, may designate, in addition to the chairman of the Board of Directors, one or more directors to constitute an executive committee, who shall serve during the pleasure of the Board of Directors. The executive committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all of the authority of the Board of Directors.

2.ORGANIZATION, ETC.: The executive committee may choose a chairman and secretary. The executive committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

3.MEETINGS: Meetings of the executive committee may be called by any member of the committee. Notice of each such

6

meeting, which need not specify the business to be transacted thereat, shall be mailed to each member of the committee, addressed to his residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such place by telegraph, telex or telecopy or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held.

4.QUORUM AND MANNER OF ACTING: A majority of the executive committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a committee, and the individual members shall have no powers as such.

5.REMOVAL: Any member of the executive committee may be removed, with or without cause, at any time, by the Board of Directors.

6.VACANCIES: Any vacancy in the executive committee shall be filled by the Board of Directors.

ARTICLE V.

OFFICERS

1.NUMBER: The officers of the Corporation shall be a chairman of the Board of Directors, a president and chief executive officer, one or more vice chairmen of the Board of Directors (if elected by the Board of Directors), one or more vice presidents (one or more of whom may be designated executive vice president or senior vice president), a chief financial officer, a treasurer, a controller, a secretary, and such other assistant treasurers, assistant controllers, assistant secretaries and other officers as may from time to time be chosen by the Board of Directors. Any two or more offices may be held by the same person.

2.ELECTION, TERM OF OFFICE AND QUALIFICATIONS: All officers of the Corporation shall be chosen annually by the Board of Directors, and each officer shall hold office until his successor shall have been duly chosen and qualified or until he shall resign or shall have been removed in the manner hereinafter provided. The chairman of the Board of Directors, the president

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and chief executive officer, and the vice chairman of the Board of Directors (if any) shall be chosen from among the directors.

3.VACANCIES: If any vacancy shall occur among the officers of the Corporation, such vacancy shall be filled by the Board of Directors.

4.OTHER OFFICERS, AGENTS AND EMPLOYEES - THEIR POWERS AND DUTIES: The Board of Directors may from time to time appoint such other officers as the Board of Directors may deem necessary, to hold office for such time as may be designated by it or during its pleasure, and the Board of Directors or the chairman of the Board of Directors may appoint, from time to time, such agents and employees of the Corporation as may be deemed proper, and may authorize any officers to appoint and remove agents and employees. The Board of Directors or the chairman of the Board of Directors may from time to time prescribe the powers and duties of such other officers, agents and employees of the Corporation.

5.REMOVAL: Any officer, agent or employee of the Corporation may be removed, either with or without cause, by a vote of a majority of the Board of Directors or, in the case of any agent or employee not appointed by the Board of Directors, by a superior officer upon whom such power of removal may be conferred by the Board of Directors or the chairman of the Board of Directors.

6.CHAIRMAN OF THE BOARD OF DIRECTORS: The chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors and shall be a member of the executive committee. The chairman shall be responsible for such management and control of the business and affairs of the Corporation as shall be determined by the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to its notice. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

7.PRESIDENT AND CHIEF EXECUTIVE OFFICER: In the absence of the chairman of the Board of Directors, the president and chief executive officer shall preside at meetings of the stockholders and

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of the Board of Directors. He shall be responsible to the Board of Directors and, subject to the Board of Directors, shall be responsible for the general management and control of the business and affairs of the Corporation and shall devote himself to the Corporation’s operations under the basic policies set by the Board of Directors. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence of the chairman of the Board of Directors, he shall have all of the powers and the duties of the chairman of the Board of Directors. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

8.VICE CHAIRMEN OF THE BOARD OF DIRECTORS: In the absence of the chairman of the Board of Directors and the president, the vice chairman of the Board of Directors designated for such purpose by the chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors. Each vice chairman of the Board of Directors shall be responsible to the chairman of the Board of Directors. Each vice chairman of the Board of Directors shall from time to time report to the chairman of the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence or inability to act of the chairman of the Board of Directors and the president, such vice chairman of the Board of Directors as the chairman of the Board of Directors may designate for the purpose shall have the powers and discharge the duties of the chairman of the Board of Directors. The Board of Directors may designate a vice chairman of the Board of Directors who shall have the powers and discharge the duties of the chairman of the Board of Directors.

9.VICE PRESIDENTS: The vice presidents of the Corporation shall assist the chairman of the Board of Directors, the president and the vice chairmen of the Board of Directors in carrying out their respective duties and shall perform those duties which may from time to time be assigned to them.

10.TREASURER: The treasurer shall have charge of the funds, securities, receipts and disbursements of the Corporation. He shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as the Board of

9

Directors may from time to time designate. He shall render to the Board of Directors, the chairman of the Board of Directors, the president, the vice chairmen of the Board of Directors, and the chief financial officer, whenever required by any of them, an account of all of his transactions as treasurer. If required, he shall give a bond in such sum as the Board of Directors may designate, conditioned upon the faithful performance of the duties of his office and the restoration to the Corporation at the expiration of his term of office or in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession or under his control belonging to the Corporation. He shall perform such other duties as from time to time may be assigned to him.

11.ASSISTANT TREASURERS: In the absence or disability of the treasurer, one or more assistant treasurers shall perform all the duties of the treasurer and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the treasurer. Each assistant treasurer shall also perform such other duties as from time to time may be assigned to him.

12.SECRETARY: The secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in a book or books kept for that purpose. He shall keep in safe custody the seal of the Corporation, and shall affix such seal to any instrument requiring it. The secretary shall have charge of such books and papers as the Board of Directors may direct. He shall attend to the giving and serving of all notices of the Corporation and shall also have such other powers and perform such other duties as pertain to his office, or as the Board of Directors, the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors may from time to time prescribe.

13.ASSISTANT SECRETARIES: In the absence or disability of the secretary, one or more assistant secretaries shall perform all of the duties of the secretary and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the secretary. Each assistant secretary shall also perform such other duties as from time to time may be assigned to him.

14.CONTROLLER: The controller shall be administrative head of the controller’s department. He shall be in charge of all functions relating to accounting and the preparation and analysis

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of budgets and statistical reports and shall establish, through appropriate channels, recording and reporting procedures and standards pertaining to such matters. He shall report to the chief financial officer and shall aid in developing internal corporate policies whereby the business of the Corporation shall be conducted with the maximum safety, efficiency and economy, and he shall be available to all departments of the Corporation for advice and guidance in the interpretation and application of policies which are within the scope of his authority. He shall perform such other duties as from time to time may be assigned to him.

15.ASSISTANT CONTROLLERS: In the absence or disability of the controller, one or more assistant controllers shall perform all of the duties of the controller and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the controller. Each assistant controller shall also perform such other duties as from time to time may be assigned to him.

ARTICLE VI.

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

1.CONTRACTS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president, the treasurer and such other persons as the chairman of the Board of Directors may authorize shall have the power to execute any contract or other instrument on behalf of the Corporation; no other officer, agent or employee shall, unless otherwise provided in these By-Laws, have any power or authority to bind the Corporation by any contract or acknowledgement, or pledge its credit or render it monetarily liable for any purpose or to any amount.

2.LOANS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, the executive vice president, the treasurer and such other persons as the Board of Directors may authorize shall have the power to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any corporation, firm or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the Corporation, may

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pledge, hypothecate or transfer any and all stock, securities and other personal property at any time held by the Corporation, and to that end endorse, assign and deliver the same.

3.VOTING OF STOCK HELD: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may from time to time appoint an attorney or attorneys or agent or agents of the Corporation to cast the votes that the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any other such corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation such written proxies, consents, waivers or other instruments as such officer may deem necessary or proper in the premises; or the chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may himself attend any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any and all powers of the Corporation as the holder of such stock or other securities of such other corporation.

4.COMPENSATION: The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

ARTICLE VII.

STOCK CERTIFICATES

1.FORM OF STOCK CERTIFICATE: The certificates of stock of the Corporation shall be numbered and entered in the books of the Corporation as they are issued. They shall be signed manually or by the use of a facsimile signature, i) by the chairman of the Board of Directors, by the president, or by a vice president designated by the Board of Directors and ii) countersigned by the secretary or an assistant secretary. They shall bear the corporate seal or a facsimile thereof. The Board of Directors of the Corporation may issue scrip in registered or bearer form, which shall entitle the holder to receive a certificate for a full share. Scrip shall not entitle the holder to exercise voting rights or to

12

receive dividends thereon or to participate in any of the assets of the Corporation in the event of liquidation. The Board may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date or subject to any other conditions that it may deem advisable. No fractional shares shall be issued.

2.LOST CERTIFICATES: The president or secretary may direct a new certificate or certificates to be issued in place of any lost or destroyed certificate or certificates previously issued by the Corporation if the person or persons who claim the certificate or certificates make an affidavit stating the certificates of stock have been lost or destroyed. When authorizing the issuance of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the legal representative, to advertise the same in such manner as the Corporation shall require and/or to give the Corporation a bond, in such sum as the Corporation may direct, to indemnify the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.

3.TRANSFER OF STOCK: Upon surrender to the Corporation, or to the transfer agent of the Corporation, if any, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

4.REGISTERED STOCKHOLDERS: The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. The Corporation shall not be liable for registering any transfer of shares which are registered in the name of a fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad faith.

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ARTICLE VIII.

MISCELLANEOUS

1.NOTICES: Each stockholder, director and officer shall furnish in writing to the secretary of the Corporation the address to which notices of every kind may be delivered or mailed. If such person fails to furnish an address, and the Post Office advises the Corporation that the address furnished is no longer the correct address, the Corporation shall not be required to deliver or mail any notice to such person. Whenever notice is required by applicable law, the Articles of Incorporation or these By-Laws, a written waiver of such notice signed before or after the time stated in the waiver or, in the case of a meeting, the attendance, of a stockholder or director (except for the sole purpose of objecting) or, in the case of a unanimous consent, the signing of the consent, shall be deemed a waiver of notice.

2.REGISTERED OFFICE AND AGENT: The Corporation shall at all times have a registered office and a registered agent.

3.CORPORATE RECORDS: The Corporation shall keep correct and complete books and records of accounts and minutes of the stockholders’ and directors’ meetings, and shall keep at its registered office or principal place of business, or at the office of its transfer agent, if any, a record of its stockholders, including the names and addresses of all stockholders and the number, class, and series of the shares held by each. Any person who shall have been a stockholder of record for at least six months immediately preceding demand, or who shall be the holder of record of a least five per cent (5%) of all the outstanding shares of the Corporation, upon written request stating the purpose therefor, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books and records of account of the Corporation, minutes and record of stockholders, and to make copies or extracts therefrom.

4.REQUIREMENT FOR FINANCIAL STATEMENT: Upon the written request of any stockholder, the Corporation shall mail to the stockholder its most recent published financial statement.

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5.SEAL: The seal of the Corporation shall be a flat faced circular die containing the word “SEAL” in the center and the name of the Corporation around the circumference.

6.AMENDMENT OF BY-LAWS: The power to alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made by the Board of Directors may be repealed or changed or new By-Laws adopted by the stockholders and the stockholders may prescribe that any By-Law adopted by them may not be altered, amended or repealed by the Board of Directors.

7.FISCAL YEAR: The fiscal year of the Corporation shall be the calendar year.

8.GENERAL: Any matters not specifically covered by these By-Laws shall be governed by the applicable provisions of the Code of Virginia in force at the time.

ARTICLE IX.

EMERGENCY BY-LAWS

If a quorum of the Board of Directors cannot readily be assembled because of a catastrophic event, and only in such event, these By-Laws shall, without further action by the Board of Directors, be deemed to have been amended for the duration of such emergency, as follows:

1.The third sentence of Section 4 of Article III shall read as follows:

Special meetings of the Board of Directors (or any committee of the Board) shall be held whenever called by order of any director or of any person having the powers and duties of the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors.

2.Section 5 of Article III shall read as follows:

The directors present at any regular or special meeting called in accordance with these By-Laws shall constitute a quorum for the transaction of business at such meeting, and the action of a majority of such directors shall be the act of the Board of

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Directors, provided, however, that in the event that only one director is present at any such meeting no action except the election of directors shall be taken until at least two additional directors have been elected and are in attendance.

Approved:
	Secretary

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EX-3.11

Exhibit 3.11

ARTICLES OF ORGANIZATION

OF

DOLLAR TREE SOURCING COMPANY, LLC

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia, the undersigned states as follows:

ARTICLE I

NAME

The name of the limited liability company is Dollar Tree Sourcing Company, LLC.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The post-office address of the initial registered office in Virginia is 999 Waterside Drive, Suite 1700, Norfolk, Virginia 23510, located in the City of Norfolk, Virginia. The registered agent’s name is William A. Old, Jr., whose business address is identical with the registered office. The registered agent is an individual who is a resident of Virginia and a member of the Virginia State Bar.

ARTICLE III

PRINCIPAL OFFICE

The post office address of the principal office where the records will be maintained pursuant to Virginia Code Section 13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320, located in the City of Chesapeake, Virginia.

ARTICLE IV

MANAGEMENT

The limited liability company shall be managed by one or more managers.

IN WITNESS WHEREOF, the undersigned organizer has set forth his signature to these Articles of Organization on this 25th day of May, 2010.

ORGANIZER:

/s/ Lamont D. Maddox

Lamont D. Maddox

EX-3.12

Exhibit 3.12

OPERATING AGREEMENT

OF

DOLLAR TREE SOURCING COMPANY, LLC

May 26, 2010

	TABLE OF CONTENTS
		PAGE
SECTION 1	ORGANIZATIONAL MATTERS	1
1.01	Formation	1
1.02	Name	1
1.03	Principal Office	1
1.04	Purpose	1
1.05	Certificate of Formation; Filings	1
1.06	Fictitious Business Name Statements; Qualification in Other States	1
1.07	Registered Office and Registered Agent	2
1.08	Term	2
SECTION 2	DEFINITIONS	2
SECTION 3	MANAGEMENT	3
3.01	Managers	3
3.02	General Powers of the Managers	3
3.03	Officers	5
3.04	Tenure	6
3.05	Compensation	6
3.06	Managers and Officers Have No Exclusive Duty to Company	6
3.07	Action by Consent	6
SECTION 4	LIMITATION OF LIABILITY; INDEMNIFICATION	6
4.01	Limitation of Liability of Managers and Officers	6
4.02	Indemnity of Managers and Officers	7
4.03	No Personal Liability to Member	8
SECTION 5	ACTION BY THE MEMBER	8
5.01	Meetings	8
5.02	Action by Consent	8
SECTION 6	CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS	9
6.01	Member’s Capital Contributions	9
6.02	Distributions	9
SECTION 7	TAX MATTERS	9
7.01	Tax Filings and Elections	9
SECTION 8	DISSOLUTION AND TERMINATION	10
8.01	Events of Dissolution	10

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8.02	Liquidation	10
8.03	Orderly Liquidation	10
8.04	Distributions	11
8.05	Certificate of Cancellation	11
SECTION 9	MISCELLANEOUS PROVISIONS	11
9.01	Bank Accounts	11
9.02	Books of Account and Records	11
9.03	Application of Virginia Law	12
9.04	Amendments	12
9.05	Construction	12
9.06	Headings	12
9.07	Waivers	12
9.08	Rights and Remedies Cumulative	12
9.09	Severability	12
9.10	Heirs, Successors and Assigns	12
9.11	Creditors	12
9.12	Counterparts	13
9.13	Entire Agreement	13

ii

OPERATING AGREEMENT

OF

DOLLAR TREE SOURCING COMPANY, LLC

THIS OPERATING AGREEMENT is made and entered into as of May 26, 2010 by Dollar Tree Stores, Inc., a Virginia corporation and the sole member of Dollar Tree Sourcing Company, 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.

SECTION 1

ORGANIZATIONAL MATTERS

1.01        Formation. The Company was formed as a Virginia limited liability company under the Act on May 26, 2010. The rights and obligations of the Member shall be as provided in the Act, except as otherwise expressly provided herein. In the event of any inconsistency between any terms and conditions contained in this Operating Agreement and any non-mandatory provisions of the Act, the terms and conditions contained in this Operating Agreement shall govern and in the event of any inconsistency between any items and conditions contained in this Operating Agreement and any mandatory provisions of the Act, the terms and conditions of the Act shall govern.

1.02        Name. The name of the Company shall be “Dollar Tree Sourcing Company, LLC.”

1.03        Principal Office. The principal office of the Company is 500 Volvo Parkway, Chesapeake, Virginia 23320, or such other place as the Managers may from time to time designate. The Company may have other offices at any place or places as may be determined by the Managers.

1.04        Purpose. The Company may engage in any and all lawful activities as may be necessary, incidental or convenient to carrying out the business of the Company as contemplated by this Operating Agreement or deemed appropriate by the Managers or the Member.

1.05        Certificate of Formation; Filings. The Company executed and filed Articles of Organization with the Virginia State Corporation Commission as required by the Act. Any Manager may execute and file any amendments to the Articles of Organization authorized by the Member from time to time in a form prescribed by the Act. Any Manager also shall cause to be made, on behalf of the Company, such additional filings and recordings as he shall deem necessary or advisable.

1.06        Fictitious Business Name Statements; Qualification in Other States. Following the execution of this Operating Agreement, fictitious business name statements and qualifications in various states may be filed and published as deemed necessary by the Managers.

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1.07        Registered Office and Registered Agent. The Company shall continuously maintain a registered office and a designated and duly qualified agent for service of process on the Company in the Commonwealth of Virginia. As of the date of this Operating Agreement, the address of the Company’s registered office is 999 Waterside Drive, Suite 1700, Norfolk, Virginia 23510, and its registered agent is William A. Old, Jr. The registered office and registered agent may be changed from time to time by any Manager or by action of the Member.

1.08        Term. The Company commenced on May 26, 2010, and shall continue until terminated pursuant to this Operating Agreement.

SECTION 2

DEFINITIONS

The following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein):

(a)           “Act” shall mean the Virginia Limited Liability Company Act, Va. Code Section 13.1-1000 et seq., as amended and in force from time to time.

(b)           “Affiliate” means, with respect to the Member or any Manager or employee of the Company, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Member, Manager or employee and shall include any relative or spouse of such Member, Manager or employee or any relative of such Member’s, Manager’s or employee’s spouse. As used in the foregoing sentence, the term “control” means possession, directly or indirectly, of the power to direct or cause a direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

(c)           “Articles” shall mean the Articles of Organization of the Company as filed and amended with the State Corporation Commission of Virginia from time to time.

(d)           “Capital Contribution” shall mean any contribution to the capital of the Company by the Member in cash, property or services, or a binding obligation to contribute cash, property or services, whenever made.

(e)           “Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws.

(f)            “Company” shall mean Dollar Tree Sourcing Company, LLC, a Virginia limited liability company, as set forth in the Certificate of Organization issued by the Virginia State Corporation Commission on May 26, 2010.

(g)           “Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or other association.

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(h)           “Fiscal Year” shall mean the Company’s fiscal year, as determined by the Managers or an authorized Officer.

(i)            “Manager” shall mean a manager as defined in the Act and as specified in Section 3.

(j)            “Member” shall initially mean Dollar Tree Stores, Inc., a Virginia corporation, and thereafter any Person to whom membership interest may be lawfully transferred or issued.

(k)           “Officer” shall mean any individual so designated herein or that the Managers designate as an officer of the Company, pursuant to Section 3.03.

(l)            “Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

(m)          “Person” shall mean any natural person or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so permits.

SECTIONS 3

MANAGEMENT

3.01        Managers. The Company shall be managed under the direction of at least one (1) and not more than five (5) Managers, who shall be called individually a “Manager,” and collectively, the “Managers.” The Managers shall be appointed and may be removed at any time by the Member. The initial Managers of the Company shall be Gary Philbin and Kevin Wampler.

3.02        General Powers of the Managers.

(a)           Except as otherwise limited in this Operating Agreement, the Managers shall have exclusive right to manage the Company and to make all decisions regarding the business of the Company. The Managers shall carry out the policies, directions, orders and resolutions of the Member in the manner described in this Operating Agreement and as authorized and directed by the Member from time to time. To the extent not inconsistent with the Act, the Articles or the express provisions of this Operating Agreement, all of the Managers shall have the same rights, powers and authority with respect to the Company and each may act independently on behalf of the Company. The Managers may delegate prescribed functions to any Officer, employee, agent or consultant.

(b)           The Managers are granted the right, power and authority to do in the name of, and on behalf of, the Company all things that, in his sole judgment, are necessary, proper or desirable to carry out the purposes of the Company, including, but not limited to, the right, power and authority to:

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(i)            Enter into, make and perform contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company.

(ii)           Open and maintain bank accounts, investment accounts and other arrangements, draw checks and other orders for the payment of money, and designate individuals with authority to sign or give instructions with respect to those accounts and arrangements; provided, that Company funds shall not be commingled with funds from other sources and shall be used solely for the benefit of the Company.

(iii)          Collect funds due to the Company.

(iv)          Acquire, utilize for the Company’s purposes, maintain and dispose of any assets of the Company.

(v)           Pay debts and obligations of the Company, to the extent that funds of the Company are available therefor.

(vi)          Borrow money or otherwise commit the credit of the Company for Company activities, and voluntarily prepay or extend any such borrowings.

(vii)         Employ from time to time persons, firms or corporations for the operation and management of the Company, including, without limitation, managing agents, contractors, subcontractors, architects, engineers, laborers, suppliers, accountants and attorneys, on such terms and for such compensation as the Managers shall determine, notwithstanding the fact that the Managers or the Member may have a financial interest in such firms or corporations.

(viii)        Make elections available to the Company under the Code.

(ix)          Obtain general liability, property and other insurance for the Company, as the Managers deem proper.

(x)           Take such actions as may be directed by the Member in furtherance of their approval of any matter set forth in Section 4 hereof.

(xi)          Do and perform all such things and execute, acknowledge and deliver any and all such instruments as may be in furtherance of the Company’s purposes and necessary and appropriate to the conduct of its business.

(c)           The Managers may delegate to one (1) or more of their number the authority to execute any documents or take any other actions deemed necessary or desirable in furtherance of any action that they have authorized on behalf of the Company as provided in Section 3 hereof.

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(d)           All actions taken by the Managers on behalf of the Company from the date of its organization to the execution of this Operating Agreement are ratified and confirmed.

3.03        Officers.

(a)           The Managers may, as they deem appropriate, elect and remove Officers with such authority to act on behalf of the Company as determined by the Managers. The initial Officers and their respective offices are set forth below:

Name	Office
Gary Philbin	President, Chief Operating Officer
Bruce Walters	Vice President
Alvin Rodger	Vice President
Dave Boltz	Vice President
Andy Paisley	Vice President
Raymond Hamilton	Vice President
Kevin Wampler	Chief Financial Officer
Kathleen Mallas	Vice President, Controller
Jonathan L. Elder	Vice President
Roger Dean	Vice President, Treasurer
James A. Gorry, III	Vice Pres., Gen. Counsel, Corp. Secretary
Stephen W. White	Vice President
Dean M. Jones	Vice President
Shawnta Totten	Assistant Secretary
Cathy Eichelbaum	Assistant Secretary

(b)           President: The president shall be responsible to the Managers and, subject to the Managers, shall be responsible for the general management and control of the business and affairs of the Company and shall devote himself to the Company’s operations under the basic policies set by the Managers. He shall from time to time report to the Managers on matters within his knowledge which the interests of the Company may require be brought to his notice. He shall do and perform such other duties from time to time as may be assigned to him by the Managers.

(c)           Vice Presidents: The vice presidents of the Company shall assist the President in carrying out his respective duties and shall perform those duties which may from time to time be assigned to them.

(d)           Secretary: The secretary shall keep the minutes of all meetings of the Company in a book or books kept for that purpose. The secretary shall have charge of such books and papers as the Managers may direct. He shall attend to the giving and serving of all notices of the Company and shall also have such other powers and perform such other duties as pertain to his office, or as the Managers or the president may from time to time prescribe.

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(e)           Assistant Secretaries: In the absence or disability of the secretary or at the direction of the secretary, one or more assistant secretaries shall perform some or all of the duties of the secretary and, when so acting, shall have such powers of, and be subject to the restrictions upon, the secretary. Each assistant secretary shall also perform such other duties as from time to time may be assigned to him by the Managers or the president.

(f)            Other Officers: The Managers may also choose a chief operating officer, chief financial officer, controller, treasurer, general counsel, as well as other officers and agents, with such titles, duties, and powers as the Managers may from time to time determine. Any number of offices may be held by the same person.

3.04        Tenure. A Manager or Officer shall hold office until his death, resignation, disqualification or removal.

3.05        Compensation. The compensation, if any, of the Managers and Officers shall be fixed from time to time by the Member. The Managers and Officers shall be entitled to reimbursement for expenses incurred by them in performing their duties, according to the policies set by the Member from time to time.

3.06        Managers and Officers Have No Exclusive Duty to Company. Unless otherwise expressly provided hereunder or under any other agreement entered into between the Company and such Manager or Officer, no Manager or Officer shall be required to manage the Company as his sole and exclusive function, and he may have other business interests and may engage in other activities in addition to those relating to the Company, and neither the Company nor the Member shall have any right, by virtue of this Operating Agreement, to share or participate in such other investments or activities of such Manager or Officer or to the income or proceeds derived therefrom.

3.07        Action by Consent. Any action required or permitted to be taken at a meeting of the Managers may be taken without a meeting if one or more written consents to such action are signed by the Managers. Action taken under this Section is effective when the Managers sign the consent or consents, unless the consent or consents specifies a different effective date.

SECTION 4

LIMITATION OF LIABILITY; INDEMNIFICATION

4.01        Limitation of Liability of Managers and Officers. In any proceeding brought by or in the right of the Company or brought by or on behalf of the Member, a Manager or Officer (in his capacity as such) or any of its Affiliates shall not be liable to the Company or its Member for any monetary damages arising out of any transaction, occurrence or course of conduct, unless in such proceeding the Manager, Officer or Affiliate was adjudged to have engaged in willful misconduct or a knowing violation of the criminal law.

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4.02        Indemnity of Managers and Officers. The Managers and Officers shall be indemnified by the Company under the following circumstances and in the manner and to the extent indicated:

(a)           Every Person, and his heirs, executors and administrators, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any kind, whether civil, criminal, administrative, arbitrative or investigative, or was or is the subject of any claim, and whether or not by or in the right of the Company, by reason of his being or having been a Manager or Officer, or by reason of his serving or having served at the request of the Company as a director, officer, manager, employee or agent of another Entity, or at the request of the Company in any capacity that under Federal law regulating employee benefit plans would or might constitute him a fiduciary with respect to any such plan, whether or not such plan is or was for employees of the Company, shall be indemnified by the Company against expenses (including attorneys’ fees), judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of all kinds, actually and reasonably incurred by him in connection with, or resulting from, such action, suit, proceeding or claim, if he acted in good faith and in the manner he reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, provided that no indemnification shall be made in respect of any claim, issue or matter as to which he shall have been adjudicated to be liable to the Company for willful misconduct or a knowing violation of the criminal law in the performance of his duty to the Company unless, and only to the extent, that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, he is fairly and reasonably entitled to indemnity. The termination of any such action, suit or proceeding by judgment, order or conviction, or upon a plea of nolo contendere or its equivalent, or by settlement, shall not of itself create a presumption that any such Person did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company.

(b)           Any indemnification under Section 4.02(a) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of such Person is proper in the circumstances because the Manager or Officer had met the applicable standard of conduct set forth in such paragraph. Such determination may be made either (i) by the Managers by a majority vote of a quorum consisting of Managers who were not a party to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested Managers so directs, by independent legal counsel in a written opinion, or (iii) by the Member.

(c)           Reasonable expenses (including attorneys’ fees) incurred by or in respect of any such Person in connection with any such action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Company in advance of the final disposition thereof upon receipt of an undertaking by, or on behalf of, such Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company.

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(d)           The Managers of the Company shall have the power, generally and in specific cases, to indemnify employees and agents of the Company to the same extent as provided in this Section with respect to its Managers.

(e)           The provisions of this Section are in addition to, and not in substitution for, any other right to indemnity to which any Person who is or may be indemnified by or pursuant to this Section may otherwise be entitled, and to the powers otherwise accorded by law to the Company to indemnify any such Person and to purchase and maintain insurance on behalf of any such Person against any liability asserted against or incurred by him in any capacity referred to in this Section or arising from his status as serving or having served in any such capacity (whether or not the Company would have the power to indemnify against such liability).

(f)            If any provision of this Section shall be adjudicated invalid or unenforceable, such adjudication shall not be deemed to invalidate or otherwise affect any other provision hereof or any power of indemnity which the Company may have under the laws of the Commonwealth of Virginia.

(g)           No amendment or repeal of this Section shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

4.03        No Personal Liability to Member. Notwithstanding any provision of Section 4.02 above, the indemnification provided in Section 4.02 shall in no event cause the Member to incur any liability to the Company beyond the Member’s total Capital Contributions plus the Member’s share of any undistributed profits of the Company, nor shall it result in any liability of the Member to any third party.

SECTION 5

ACTION BY THE MEMBER

5.01        Meetings. Meetings of the Company, for any purpose or purposes, unless otherwise prescribed by statute, may be called by any Manager or the Member at any time.

5.02        Action by Consent. Any action required or permitted to be taken at a meeting of the Company may be taken without a meeting if one or more written consents to such action are signed by the Member. Action taken under this Section is effective when the Member signs the consent or consents, unless the consent or consents specifies a different effective date.

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SECTION 6

CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS

6.01        Member’s Capital Contributions.

(a)           Initial Capital Contribution. The Member may make an initial Capital Contribution in an amount the Member deems necessary to cover the start-up expenses of the Company.

(b)           Additional Capital Contributions. The Member shall not be required to make any further Capital Contributions beyond those set forth in Section 6.01(a) above.

(c)           Loans. The Managers and Officers may endeavor to obtain a loan or loans to the Company, from time to time, in order to finance the operation of the business of the Company.

(d)           Loans to Company by Member. Nothing in this Operating Agreement shall prevent the Member from making secured or unsecured loans to the Company by agreement with the Company in accordance with the terms of this Operating Agreement.

6.02        Distributions. Distributions shall be made by the Company to the Member at such times and in such amounts as the Member shall determine in its sole discretion; provided, however, the Company’s obligation, and the Managers’ authority, to make any distribution is subject to the restrictions governing distributions under the Act and such other pertinent governmental restrictions as are now and may hereafter become effective. Currently, among other prohibitions, the Act prohibits the Company from making a distribution to the extent that, after giving effect to the distribution, liabilities of the Company exceed the fair value of the assets of the Company.

SECTION 7

TAX MATTERS

7.01        Tax Filings and Elections. The Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Member within a reasonable time after the end of the Company’s fiscal year. All elections permitted to be made by the Company under federal or state laws, including but not limited to any election under Code Section 754, shall be made by the Managers.

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SECTION 8

DISSOLUTION AND TERMINATION

8.01        Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:

(a)           The determination in writing of the Member;

(b)           The adjudication of the Company as insolvent within the meaning of insolvency in either bankruptcy or equity proceedings, or the filing of an involuntary petition in bankruptcy against the Company (which is not dismissed within ninety (90) days), or the filing against the Company of a petition for reorganization under the federal bankruptcy code or any state statute (which is not dismissed within ninety (90) days), or a general assignment by the Company for the benefit of creditors, or the voluntary claim (by the Company) that it is insolvent under any provisions of the federal bankruptcy code (or any state insolvency statutes), or the appointment for the Company of a temporary or permanent receiver, trustee, custodian or sequestrator, and such receiver, trustee, custodian or sequestrator is not dismissed within ninety (90) days; or

(c)           As otherwise required by Virginia law.

8.02        Liquidation. Upon the dissolution of the Company, it shall wind up its affairs by either or a combination of both of the following methods as the Managers (or if there are no Managers, such Person or Persons appointed by the Member) shall in their sole discretion determine:

(a)           Selling the Company’s assets and, after paying the Company’s liabilities or reserving sufficient funds for such liabilities, distributing the net proceeds to the Member in satisfaction of its interest in the Company; and/or,

(b)           Distributing the Company’s assets to the Member in kind with the Member accepting the Company’s assets, subject to its liabilities, in satisfaction of its interest in the Company.

8.03        Orderly Liquidation. A reasonable time as determined by the Managers (or the Person or Persons carrying out the liquidation) shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to the creditors so as to minimize any losses attendant upon dissolution.

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8.04        Distributions. Upon dissolution, the Company’s assets (including any cash on hand) shall be distributed in the following order and in accordance with the following priorities:

(a)           First, to the payment of the debts and liabilities of the Company (including, but not limited to, loans made by the Member) and the expenses of liquidation, including a sales commission to the selling agent, if any; then

(b)           Second, to the setting up of any reserves which the Managers (or the Person or Persons carrying out the liquidation) shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. Said reserves shall be paid over to a bank or an attorney at law as escrow agent to be held for the purpose of disbursing such reserves in payment of any of the aforementioned contingencies. At the expiration of such period as the Managers (or the Person or Persons carrying out the liquidation) shall deem advisable, the Managers shall distribute the balance thereof in the manner provided in the following subparagraph; then

(c)           Third, to the Member.

8.05        Certificate of Cancellation.

(a)           Within a reasonable time following the completion of the liquidation of the Company, there shall be supplied to the Member a statement which shall set forth the assets and the liabilities of the Company as of the date of complete liquidation. Upon completion of the liquidation of the Company and the distribution of all the Company’s assets, the Company shall terminate, and the Member shall execute and record a Certificate of Cancellation of the Company, as well as any and all other documents required to effectuate the dissolution and termination of the Company.

(b)           Upon the issuance of the filing of the Certificate of Cancellation, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act. The Managers shall thereafter be trustees for the Member and creditors of the Company and as such shall have authority to distribute any Company property discovered after dissolution, convey real estate, if any, and take such other action as may be necessary on behalf of and in the name of the Company.

SECTION 9

MISCELLANEOUS PROVISIONS

9.01        Bank Accounts. The Company shall maintain such bank accounts as any Manager or Officer may determine to be appropriate from time to time.

9.02        Books of Account and Records. Proper and complete records and books of account shall be kept or shall be caused to be kept by the Managers in which shall be entered fully and accurately all transactions and other matters relating to the Company in such detail and

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completeness as is customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the principal office of the Company, which initially shall be located at 500 Volvo Parkway, Chesapeake, Virginia 23320, and shall be open to inspection and examination of the Member or its duly authorized representatives during reasonable business hours.

9.03        Application of Virginia Law. This Operating Agreement, and the interpretation hereof, shall be governed exclusively by its terms and by the laws of the Commonwealth of Virginia, without reference to its choice of law provisions, and specifically the Act.

9.04        Amendments. This Operating Agreement may be amended by the Member at any time.

9.05        Construction. Whenever the singular number is used in this Operating Agreement and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa.

9.06        Headings. The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.

9.07        Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Operating Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

9.08        Rights and Remedies Cumulative. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

9.09        Severability. If any provision of this Operating Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.10        Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective heirs, legal representatives, successors and assigns.

9.11        Creditors. None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditor of the Company or creditor of the Member, in such creditor’s capacity as a creditor. The specific intent of the undersigned is that there shall be no third-party beneficiaries of this Operating Agreement.

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9.12        Counterparts. This Operating Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, and facsimile signatures shall have the same binding effect as manual signatures.

9.13        Entire Agreement. This Operating Agreement sets forth all of the promises, agreements, conditions and understandings between the parties respecting the subject matter hereof and supersedes all negotiations, conversations, discussions, correspondence, memoranda and agreements between the parties concerning such subject matter.

[Signature Page Follows]

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The undersigned, being the sole Member of the Company, hereby agrees, acknowledges and certifies that the foregoing Operating Agreement constitutes the sole and entire Operating Agreement of Dollar Tree Sourcing Company, LLC, adopted as of the date first written above.

MEMBER:
Dollar Tree Stores, Inc.
By:	/s/ Gary Philbin
	Gary Philbin, President

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EX-3.13

Exhibit 3.13

ARTICLES OF AMENDMENT

TO THE THIRD RESTATED ARTICLES OF INCORPORATION

OF DOLLAR TREE STORES, INC.

The undersigned, pursuant to Section 13.1-710 of the Code of Virginia, hereby submits the following Articles of Amendment:

1.The name of the Corporation is DOLLAR TREE STORES, INC.

2.The amendment to the Articles of Incorporation is as follows:

Paragraph A of ARTICLE III of the Articles of Incorporation of the Corporation is amended and restated in its entirety to read:

A.The aggregate number of shares that the Corporation shall have the authority to issue is Ten Million (10,000,000) shares of Prefered Stock, One Cent ($.01) par value per share, and Three Hundred Million (300,000,000) shares of Common Stock, One Cent ($.01) par value per share.

3.The foregoing Amendment increases the aggregate number of shares which the Corporation shall have the authority to issue, but has no effect on issued shares.

4.In all other respects, except as amended hereby, the Articles of Incorporation of the Corporation shall remain unchanged.

5.The foregoing Amendment was approved by the board of directors and submitted to the shareholders in accordance with Chapter 9 of Title 13.1 of the Code of Virginia. A statement of shareholders vote is attached hereto as Exhibit A.

The undersigned, President of the Corporation declares that the facts stated herein are true as of this 4th day of June, 1999.

/s/ Macon F. Brock, Jr.

Macon F. Brock, Jr.

President

Exhibit A

The following amendment (“Amendment”) to the articles of incorporation of Dollar Tree Stores, Inc. (“Company”) was submitted to the Company’s shareholders by the Board of Directors at the Annual Meeting held on June 3, 1999, in accordance with Section 13.1-707 of the Virginia Stock Corporation Act:

Paragraph A of ARTICLE III of the Articles of Incorporation of the Corporation is amended and restated in its entirety to read:

A.The aggregate number of shares that the Corporation shall have the authority to issue is Ten Million (10,000,000) shares of Prefered Stock, One Cent ($.01) par value per share, and Three Hundred Million (300,000,000) shares of Common Stock, One Cent ($.01) par value per share.

The number of outstanding shares of Common Stock entitled to be cast (the only group entitled to vote on the Amendment) and the number of undisputed votes cast for the Amendment were:

Designation of Voting Group	Number Outstanding	Votes For
Common Stock	61,238,321	51,269,401

The number of undisputed votes cast for the Amendment was sufficient for approval of the Amendment.

ARTICLES OF AMENDMENT

TO THE THIRD RESTATED ARTICLES OF INCORPORATION

OF DOLLAR TREE STORES, INC.

The undersigned, pursuant to Section 13.1-710 of the Code of Virginia, hereby submits the following Articles of Amendment:

1.The name of the Corporation is DOLLAR TREE STORES, INC.

2.The amendment to the Articles of Incorporation is as follows:

Paragraph A of ARTICLE III of the Articles of Incorporation of the Corporation is amended and restated in its entirety to read:

A.The aggregate number of shares that the Corporation shall have the authority to issue is Ten Million (10,000,000) shares of Prefered Stock, One Cent ($.01) par value per share, and One Hundred Million (100,000,000) shares of Common Stock, One Cent ($.01) par value per share.

3.The foregoing Amendment increases the aggregate number of shares which the Corporation shall have the authority to issue, but has no effect on issued shares.

4.In all other respects, except as amended hereby, the Articles of Incorporation of the Corporation shall remain unchanged.

5.The foregoing Amendment was approved by the board of directors and submitted to the shareholders in accordance with Chapter 9 of Title 13.1 of the Code of Virginia. A statement of shareholders vote, certified by the inspectors of elections, is attached hereto as Exhibit A.

The undersigned, President of the Corporation declares that the facts stated herein are true as of this 1st day of August, 1996.

/s/ Macon F. Brock, Jr.

Macon F. Brock, Jr., President

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Exhibit A

The following amendment (“Amendment”) to the articles of incorporation of Dollar Tree Stores, Inc. (“Company”) was submitted to the Company’s shareholders by the Board of Directors at the Annual Meeting held on July 23, 1996, in accordance with Section 13.1-707 of the Virginia Stock Corporation Act:

Paragraph A of ARTICLE III of the Articles of Incorporation of the Corporation is amended and restated in its entirety to read:

A.The aggregate number of shares that the Corporation shall have the authority to issue is Ten Million (10,000,000) shares of Prefered Stock, One Cent ($.01) par value per share, and One Hundred Million (100,000,000) shares of Common Stock, One Cent ($.01) par value per share.

The number of outstanding shares of Common Stock entitled to be cast (the only group entitled to vote on the Amendment) and the number of undisputed votes cast for the Amendment were:

Designation of Voting Group	Number Outstanding	Votes For
Common Stock	25,070,451	24,070,000

The number of undisputed votes cast for the Amendment was sufficient for approval of the Amendment.

ARTICLES OF RESTATEMENT

(Third Restated Articles of Incorporation

of Dollar Tree Stores, Inc.)

1.The name of the Corporation is DOLLAR TREE STORES, INC.

2.The articles of incorporation are restated in their entirety and attached hereto as Exhibit A.

3.The restatement of the articles of incorporation contain amendments requiring stockholder approval and was adopted by unanimous consent of all directors and all stockholders of the Corporation on January 30, 1995.

4.The total number of shares of stock the Corporation is authorized to issue decreased from 104,679,333 shares to 60,000,000 shares.

DOLLAR TREE STORES, INC.,
a Virginia corporation
By:	/s/ Macon F. Brock, Jr.
	Macon F. Brock, Jr., President

Exhibit A

THIRD RESTATED ARTICLES OF INCORPORATION

OF

DOLLAR TREE STORES, INC.

ARTICLE I

NAME

The name of the Corporation is DOLLAR TREE STORES, INC.

ARTICLE II

PURPOSES AND POWERS

The purpose for which the Corporation is organized is to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation.

The Corporation shall have all of the corporate powers of any character which are not prohibited by law or required to be stated in the Articles of Incorporation.

ARTICLE III

CAPITAL STOCK

A.            Authorized Shares. The aggregate number of shares that the Corporation shall have authority to issue is Ten Million (10,000,000) shares of Preferred Stock, One Cent ($.01) par value per share, and Fifty Million (50,000,000) shares of Common Stock, One Cent ($.01) par value per share.

B.            Preferred and Common Stock. The designations, preferences, voting powers and relative, participating, optional other special rights of the Preferred Stock and the Common Stock, and the qualifications, limitations and restrictions of such

preferences and rights, shall be in accordance with Sections B(1) through B(6) of this Article III.

1.             Issuance of Preferred Stock. The Preferred Stock may be issued from time to time, in one or more series, each of which series shall be designated by such appropriate designations as may be stated in such amendment or amendments to these Articles of Incorporation providing for the issuance of the stock of such series as may be adopted by the Board of Directors from time to time, a copy of which amendment or amendments shall have been filed with and made effective (without shareholder approval) by the State Corporation Commission of Virginia as required by law. Subject to the provisions hereof, all shares of any one series shall be alike in every particular and except for the relative rights and preferences as to which there may be variations between different series as set forth in this Article III, all shares of Preferred Stock shall be alike in every particular. The Board of Directors shall have power and authority, subject to all the provisions of these Articles and of the Virginia Stock Corporation Act, to state and determine, in the amendment or amendments providing for the issue of each series of Preferred Stock, the number of shares of each such series authorized to be issued and the preferences and relative, participating, optional and other rights pertaining to each such series, and the qualifications, limitations or restrictions thereof, including, full power and authority to determine, as to the Preferred Stock of each such series (a) the rate of dividend,

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the time of payment, whether dividends shall be cumulative and if so, the dates from which dividends shall be cumulative, and the extent of participation rights, if any, (b) any right to vote with holders of shares of any other series or class and any right to vote as a class, either generally or as a condition to specified corporate action, and the number of votes, if any, to be exercised for each share, (c) the price at and the terms and conditions on which shares may be redeemed, (d) the amount payable upon shares in event of involuntary liquidation, (e) the amount payable upon shares in event of voluntary liquidation, (f) sinking fund provisions for the redemption or purchase of shares, (g) the terms and conditions on which shares may be converted if the shares of any series are issued with the privilege of conversion, and (h) any other designations, rights, preferences or limitations that are now or hereafter permitted by law and are not inconsistent with the provisions of this Section B(1).

2.             Dividends. The holders of the Preferred Stock shall be entitled to receive dividends as and when declared by the Board of Directors out of funds legally available therefor. Dividends on the Preferred Stock of each series shall be at such rates or to such extent, payable in such manner, under such conditions and on such dates as shall be stated in the amendment to the Articles of Incorporation providing for the issuance of each such series of Preferred Stock. The holders of Common Stock shall be entitled to receive such dividends as may from time to time be declared by the Board of Directors out of funds legally

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available therefor, subject to the rights of the series of Preferred Stock outstanding from time to time. Dividends on Preferred Stock shall be in preference to dividends on Common Stock, unless otherwise determined by the Board in the amendment or amendments providing for an issue of Preferred Stock.

3.             Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, there shall be paid to the holders of shares of Preferred Stock of each series the fixed amount per share payable in the event of liquidation, dissolution or winding up of the Corporation, stated in the amendment of the Articles of Incorporation providing for the issuance of each such series of Preferred Stock, plus the unpaid dividends accrued thereon, if such dividends be cumulative, before any sum shall be paid to, or any assets distributed among, the holders of the Common Stock, but the holders of the Preferred Stock shall be entitled to no further payment or distribution than as provided above. If amounts payable to holders of shares of Preferred Stock on liquidation, dissolution or winding up are not paid in full, the shares of Preferred Stock shall share in any distribution of assets (other than by way of dividends) on a basis determined by the Board in the amendment or amendments providing for the issue of each series of Preferred Stock, or, in the absence of such determination, the shares of Preferred Stock shall share ratably on a share for share basis in accordance with the sums which would be payable in such distribution if all sums payable were

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discharged in full. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall be entitled, in proportion to the number of shares of Common Stock so held, to payment or distribution of any assets remaining after all required payments to holders of Preferred Stock. A liquidation, dissolution or winding up of the Corporation, as such terms are used in this Section B(3), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or a sale, lease or conveyance of all or part of its assets.

4.             Redemption. The Preferred Stock of each series shall be subject to redemption if so provided, and at the prices, and upon the terms and conditions stated, in the amendment to the Articles of Incorporation providing for the issuance of each such series of Preferred Stock.

5.             Voting. The holders of each series of the Preferred Stock shall have no voting power except as may be required by law, or as may be provided, and upon the terms and conditions stated, in the amendment to the Articles of Incorporation providing for the issuance of each such series of Preferred Stock. Except as set forth hereinabove, the entire and exclusive voting rights are vested in the holders of the Common Stock. Each holder of the Common Stock shall have one vote for each share held by him, and each holder of any series of Preferred Stock when and if entitled to vote shall also have such

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votes for each share held by him as provided in the amendment to the Articles of Incorporation providing for the issuance of each such series of Preferred Stock.

6.             Pre-emptive Rights. No holder of any share of capital stock of the Corporation, whether now or hereafter authorized or outstanding, shall have any pre-emptive or preferential right to purchase or subscribe to purchase i) any shares of stock of any class of the Corporation or other security that the Corporation may determine to issue, whether share of stock or other security to be issued is now or hereafter authorized, ii) any warrants, rights or options to purchase any stock or other security , or iii) any obligation convertible into any such stock or other security or into warrants, rights or options to purchase any such stock or other security.

ARTICLE IV

DIRECTORS

The number of directors shall be fixed by the By-Laws. In the absence of such a provision in the By-Laws, the number of directors shall be nine. Upon the effective date of these Third Restated Articles of Incorporation, the Board of Directors shall divide the directors of the corporation into three classes as nearly equal in number as possible. The term of office of the first class of directors shall expire at the first annual meeting of stockholders after the initial election dividing directors into such classes, that of the second class shall expire at the second annual meeting after such election, and that of the third

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class at the third annual meeting after such election. At each annual meeting of stockholders, successors to the class of directors whose terms shall then expire and any other nominees for election as a director of such class shall be elected to hold office until the third succeeding annual meeting. If the number of directors is changed, any newly created directorships or decrease in directorships shall be so apportioned among the classes by the Board of Directors as to make all classes as nearly equal in number as possible. Vacancies resulting from an increase in the number of directors may be created and filled by action of the Board of Directors between annual meetings of stockholders. A director may be removed only if the number of votes cast to remove the director constitutes more than two-thirds (2/3) of the votes entitled to be cast at an election of directors.

ARTICLE V

INDEMNIFICATION

A.            Definitions. For purposes of this Article, the following definitions shall apply:

“Act” means the Virginia Stock Corporation Act, as it exists on the date hereof or is hereafter amended, or any successor or comparable provision of law if such Act is repealed.

“eligible person” means a person who is or was a director or officer of the Corporation, or while serving as such director or officer, is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, affiliated corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A person shall be considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also

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impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.

“expenses” includes, without limitation, counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification.

“liability” means the obligation to pay a judgment, settlement, penalty, fine (including any excise tax assessed with respect to any employment benefit plan), or reasonable expenses incurred with respect to a proceeding.

“party” includes, without limitation, an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

“proceeding” means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.

B.            Indemnification of Officers and Directors.

1.             To the full extent that the Act permits the limitation or elimination of the liability of directors and officers, no director or officer of the Corporation made a party to any proceeding shall be liable to the Corporation or its stockholders for monetary damages arising out of any transaction, occurrence or course of conduct, whether occurring prior or subsequent to the effective date of this Article V.

2.             To the full extent permitted by the Act, the Corporation shall indemnify any eligible person who was or is a party to any proceeding, including a proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law.

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To the same extent, the Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer against liability and/or to advance or reimburse his expenses in respect to any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

3.             The provisions of this Article V shall be applicable to all proceedings commenced after it becomes effective, arising from any act or omission, whether occurring before or after such effective date. No amendment or repeal of this Article V shall impair or otherwise diminish the rights provided under this Article V (including those created by contract) with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions and make all such determinations and authorizations as shall be necessary or appropriate to comply with its obligation to make any indemnity against liability, or to advance any expenses, under this Article V and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

4.             The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the director or officer did not meet any standard of conduct that

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is a prerequisite to the limitation or elimination of liability provided in Section B(l) of this Article V or to his entitlement to indemnification under Section B(2) of this Article V.

5.             No indemnification under Section B(2) of this Article V (unless ordered by a court of law) shall be made by the Corporation without a determination in the specific case that indemnification is proper in the circumstances because the proposed indemnitee has met the standard of conduct that is a prerequisite to his entitlement to indemnification under Section B(2) of this Article V.

The determination shall be made:

(a)           By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(b)           If a quorum cannot be obtained under subsection (a) of this Section B(5), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

(c)           By special legal counsel:

i)selected by the Board of Directors in the manner prescribed in subsection (a) of this Section B(5) or its committee in the manner prescribed in subsection (b) of this Section B(5); or

ii)if a quorum of the Board of Directors cannot be obtained under subsection (a) of this Section B(5) and a committee cannot be designated under subsection (b) of this Section B(5), selected by a majority vote of

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the full Board of Directors including directors who are parties; or

(d)           By the stockholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such authorizations and evaluations shall be made by those entitled under subsection (c) of this Section B(5) to select counsel.

Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification, an advance or reimbursement is claimed, any determination as to such indemnification, advance or reimbursement shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

6.             (a) The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer (and may do so for a person referred to in Section B(7) of this Article V) who is a party to a proceeding in advance of final disposition of

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the proceeding or the making of any determination under Section B(2) of this Article V if the director, officer or person furnishes to the Corporation:

i)              a written statement, executed personally, of his good faith belief that he has met the standard of conduct that is a prerequisite to his entitlement to indemnification under Section B(2) of this Article V; and

ii)             a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct.

(b)           The undertaking required by paragraph (ii) of subsection (a) of this Section B(6) shall be an unlimited general obligation but need not be secured and may be accepted without reference to financial ability to make repayment.

(c)           Authorizations of payments under this Section B(6) shall be made by the persons specified in Section B(5) of this Article V.

7.             The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in Section B(2) of this Article V who was, is or may become a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same or a lesser extent as if such person were

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specified as one to whom indemnification is granted in Section B(2) of this Article V. The provisions of Sections B{3) through B(6) of this Article V shall be applicable to any indemnification provided pursuant to this Section B(7).

8.             The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article V and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article V.

9.             Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article V on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or

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matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article V. Nothing herein shall prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, or provisions for indemnification agreements, By-Laws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, By-Laws or arrangements); provided, however, that any provision of such agreements, By-Laws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article V or applicable laws of the Commonwealth of Virginia, but other provisions of any such agreements, By-Laws or other arrangements shall not be affected by any such determination.

10.          Each provision of this Article V shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

ARTICLE VI

AMENDMENTS

Adoption of an amendment to Article IV or this Article VI of these Third Restated Articles of Incorporation, or Articles II(3), II(5), III(2), III(3), or III(4) of the Second Restated By-Laws requires, of each voting group entitled to vote thereon,

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approval of the amendment by more than two-thirds of all the votes entitled to be cast by that voting group. Adoption of all other amendments to the Articles of Incorporation requires, of each voting group entitled to vote thereon, approval of the amendment by a majority of a quorum of the voting group. Nothing in this Article VI shall be construed to require shareholder approval of an amendment or amendments to these Articles of Incorporation providing for the issuance of any series of Preferred Stock in accordance with Article III(B) of these Articles of Incorporation.

ARTICLE VII

MISCELLANEOUS

A.            The Corporation elects not to be governed by Article 14 of the Act, entitled “Affiliated Transactions.”

B.            The Corporation elects not to be governed by Article 14.1 of the Act, entitled “Control Share Acquisitions,” and such Article shall not apply to acquisitions of shares of the Corporation.

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EX-3.14

Exhibit 3.14

DOLLAR TREE STORES, INC.

THIRD RESTATED

BY-LAWS

As Amended, January 16, 2008

ARTICLE I.

OFFICES

The principal office of the Corporation shall be in the City of Chesapeake, Commonwealth of Virginia.

ARTICLE II.

STOCKHOLDERS

1.PLACE OF MEETING: Meetings of the stockholders shall be held at the principal office of the Corporation or at such other place which shall be approved by the Board of Directors and designated in the notice of the meeting. Meetings may be held either within or without the Commonwealth of Virginia.

2.ANNUAL MEETING: The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as the Board of Directors in its discretion determines.

3.SPECIAL MEETINGS: Unless otherwise provided by law, special meetings of the stockholders may be called only by the Board of Directors, the chairman of the Board or the president of the Corporation, whenever deemed necessary.

4.NOTICES: Written notice by mail shall be given in accordance with Article VIII, Section 1, stating the place, date and hour of a meeting of stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, to each stockholder of record entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting. The notice shall be deemed to be given when it is deposited with postage prepaid in the United States mail addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. Notice of a meeting to act on an amendment of the Articles of Incorporation, a plan of merger, consolidation or share exchange, a proposed sale of all, or substantially all, of the Corporation’s assets, otherwise than in the usual and regular course of business, or the dissolution of the Corporation shall be given in the manner provided above not less than twenty-five (25) nor more than sixty (60) days before the date of the meeting. Such notice shall be accompanied, as appropriate, by a copy of the proposed amendment, plan of merger, consolidation, or exchange, or sale agreement.

Notwithstanding the foregoing, a written waiver of notice signed by the person or person entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A stockholder who attends a meeting shall be deemed to have waived objection to lack of notice or defective notice of the meeting, unless at the beginning of the meeting he objects to holding the meeting or transacting business at the meeting.

5.ORGANIZATION AND ORDER OF BUSINESS: At all meetings of the stockholders the chairman of the Board or Directors or, in his absence, the president, shall act as chairman. In the absence of the foregoing officers or, if present, with their consent, a majority of the shares entitled to vote at such meeting may appoint any person to act as chairman. The secretary of the Corporation or, in his absence, an assistant secretary, shall act as secretary at all meetings of the stockholders. In the event that neither the secretary nor any assistant secretary is present, the chairman may appoint any person to act as secretary of the meeting.

The chairman shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

At each annual meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 5. At a special meeting of stockholders, no business shall be transacted and no corporate action taken other than that stated in the notice of the meeting.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder’s notice must be given, either by personal delivery or by United States certified mail, postage prepaid, and received at the principal executive offices of the Corporation 1. not less than 120 days nor more than 150 days before the first anniversary of the date of the Corporation’s proxy statement in connection with the last annual meeting of stockholders or 2. if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, not less than 90 days before the date of the applicable annual meeting. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, including the complete text of any resolutions to be presented at the annual meeting, and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s stock transfer books, of such stockholder proposing such business, (c) a representation that such stockholder is a stockholder of record and intends to appear in person or by proxy at such meeting to bring the business before the meeting specified in the notice, (d) the class and number of shares of stock of the Corporation beneficially owned by the stockholder and (e) any material interest of the stockholder in such business. Notwithstanding anything in the By-Laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 5. The chairman of an annual meeting shall, if the facts warrant, determine that the business was not brought before the meeting in accordance with the procedures prescribed by this Section 5, and if he should so determine, he shall so declare to the meeting and the business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 5, a stockholder seeking to have a proposal included in the Corporation’s proxy statement shall comply with the requirements of Regulation 14a under the Securities Exchange Act of 1934, as amended (including, but not limited to, Rule 14a-8 or its successor provision). The secretary of the Corporation shall deliver each such stockholder’s notice that has been timely received to the Board of Directors or a committee designated by the Board of Directors for review.

6.VOTING: A stockholder may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No stockholder may authorize more than four persons to act for him, and any proxy shall be delivered to the secretary of the meeting at or prior to the time designated by the chairman or in the order of business for so delivering such proxies. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall, as to all matters in respect of which stock of such class has voting power, be entitled to such vote as is provided in the Articles of Incorporation for each share of stock of such class standing in his name on the books of the Corporation. Unless required by statute or determined by the chairman to be advisable, the vote on any questions need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting or by such stockholder’s proxy, if there be such proxy.

7.INSPECTORS: At every meeting of the stockholders for election of directors, the proxies shall be received and taken in charge, all ballots shall be received and counted and all questions touching the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided, by one or more inspectors. Each inspector shall be appointed by the chairman of the meeting, shall be sworn faithfully to perform his or her duties and shall certify in writing to the returns. No candidate for election as director shall be appointed or act as inspector.

8.QUORUM: At all meetings of the stockholders, unless a greater number of voting by classes is required by law, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. Treasury shares and shares held by a corporation of which the Corporation owns a majority of the shares entitled to vote for the directors thereof shall not be entitled to vote or to be counted in determining the total number of outstanding shares entitled to vote. If a quorum is present, the affirmative vote of a majority of the shares represented and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number is required by law or the Articles of Incorporation, except that in the election of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority. Less than a quorum may adjourn. If a meeting is adjourned for lack of a quorum, any matter which might have properly come before the original meeting may come before the adjourned meeting when reconvened.

9.POSTPONEMENTS; ADJOURNMENTS: The postponement or adjournment of any meeting of the stockholders shall be held on such date and at such time as the Board of Directors in its discretion determines.

ARTICLE III.

DIRECTORS

1.RESPONSIBILITY OF DIRECTORS: The affairs and business of the Corporation shall be under the management of its Board of Directors and such officers and agents as the Board of Directors may elect and employ.

2.NUMBER OF DIRECTORS: The Board of Directors shall consist of thirteen (13) directors. Subject to the Articles of Incorporation and applicable law, directors shall be elected by the stockholders for three-year terms and shall serve until the election of their successors. The Board of Directors shall have the power to amend this bylaw to the extent permitted by law.

3.NOMINATION AND ELECTION OF DIRECTORS: At each annual meeting of stockholders, the stockholders entitled to vote shall elect the directors. No person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in this Section 3. Nominations of persons for election to the Board of Directors may be made by the Board of Directors or any committee designated by the Board of Directors or by any stockholder entitled to vote for the election of directors at the applicable meeting of stockholders who complies with the notice procedures set forth in this Section 3. Such nominations, other than those made by the Board of Directors or any committee designated by the Board of Directors, may be made only if written notice of a stockholder’s intent to nominate one or more persons for election as directors at the applicable meeting of stockholders has been given, either by personal delivery or by United States certified mail, postage prepaid, to the secretary of the Corporation and received 1. not less than 120 days nor more than 150 days before the first anniversary of the date of the Corporation’s proxy statement in connection with the last annual meeting of stockholders, or 2. if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, not less than 90 days before the date of the applicable annual meeting. Each such stockholder’s notice shall set forth (i) as to the stockholder giving the notice, 1. the name and address, as they appear on the Corporation’s stock transfer books, of such stockholder, 2. a representation that such stockholder is a stockholder of record and intends to appear in person or by proxy at such meeting to nominate the person or persons specified in the notice, 3. the class and number of shares of stock of the Corporation beneficially owned by such stockholder, and 4. a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder; and (ii) as to each person whom the stockholder proposes to nominate for election as a director, 1. the name, age, business address and, if known, residence address of such person, 2. the principal occupation or employment of such person, 3. the class and number of shares of stock of the Corporation which are beneficially owned by such person, 4. any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended, and 5. the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected. The secretary of the Corporation shall deliver each such stockholder’s notice that has been timely received to the Board of Directors or a committee designated by the Board of Directors for review. Any person nominated for election as director by the Board of Directors or any committee designated by the Board of Directors shall, upon the request of the Board of Directors or such committee, furnish to the secretary of the Corporation all such information pertaining to such person that is required to be set forth in a stockholder’s notice of nomination. The chairman of the meeting of stockholders shall, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by this Section 3, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

4.DIRECTORS’ TERMS: No decrease in the number of directors shall have the effect of changing the term of any incumbent director. Unless a director resigns or is removed by the two-thirds (2/3) vote of all shares entitled to be cast at an election of directors as required by the Articles of Incorporation, every director shall hold office for the term elected or until a successor shall have been elected. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

5.DIRECTORS’ MEETINGS: The annual meeting of the directors shall be held immediately after the annual meeting of the stockholders. The Board of Directors, as soon as may be convenient after the annual meeting of the stockholders at which such directors are elected, shall elect from their number a president and chief executive officer (sometimes referred to herein as “president”) and a Chairman of the Board. Special meetings may be called by any director by giving notice of the time and place in accordance with Section 7 of this Article. Special meetings of the Board of Directors (or any committee of the Board) may be held by telephone or similar communication equipment whereby all persons participating in the meeting can hear each other, at such time as may be prescribed, upon call of any director.

6.QUORUM AND MANNER OF ACTING: Except where otherwise provided by law, a quorum shall be a majority of the directors, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum be had. Notice of any such adjourned meeting need not be given. Action may be taken by the directors or a committee of the Board of Directors without a meeting if a written consent setting forth the action, shall be signed by all of the directors or committee members either before or after such action. Such consent shall have the same force and effect as a unanimous vote.

7.NOTICE OF MEETING: At the annual meeting of the Board of Directors each year and at any meeting thereafter, the Board shall designate the dates, times and places of regular meetings of the Board for the ensuing calendar year, and no notice of any kind need be given thereafter with respect to such regular meetings. Notice of any special meeting of the Board shall be by oral, telegraphic or written notice duly given to each director not less than forty-eight (48) hours before the date of the proposed meeting.

8.WAIVER OF NOTICE: Whenever any notice is required to be given to a director of any meeting for any purpose under the provisions of law, the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless he at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

9.COMPENSATION: Directors shall not receive a stated salary for their services, but directors may be paid a fixed sum and expenses for attendance at any regular or special meeting of the Board of Directors or any meeting of any committee and such other compensation as the Board of Directors shall determine. A director may serve or be employed by the Corporation in any other capacity and receive compensation therefor.

10.DIRECTOR EMERITUS: The Board may appoint to the position of Director Emeritus any retiring director who has served not less than three years as a director of the Corporation. Such person so appointed shall have the title of “Director Emeritus” and shall be entitled to receive notice of, and to attend all meetings of the Board, but shall not in fact be a director, shall not be entitled to vote, shall not be counted in determining a quorum of the Board and shall not have any of the duties or liabilities of a director under law.

11.COMMITTEES: In addition to the executive committee authorized by Article IV of these By-Laws, other committees, consisting of two or more directors, may be designated by the Board of Directors by a resolution adopted by the greater number of 1. a majority of all directors in office at the time the action is being taken or 2. the number of directors required to take action under Article III, Section 6 hereof. Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as limited by law.

ARTICLE IV.

EXECUTIVE COMMITTEE

1.HOW CONSTITUTED AND POWERS: The Board of Directors, by resolution adopted pursuant to Article III, Section 11 hereof, may designate, in addition to the chairman of the Board of Directors, one or more directors to constitute an executive committee, who shall serve during the pleasure of the Board of Directors. The executive committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all of the authority of the Board of Directors.

2.ORGANIZATION, ETC.: The executive committee may choose a chairman and secretary. The executive committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

3.MEETINGS: Meetings of the executive committee may be called by any member of the committee. Notice of each such meeting, which need not specify the business to be transacted thereat, shall be mailed to each member of the committee, addressed to his residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such place by telegraph, telex or telecopy or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held.

4.QUORUM AND MANNER OF ACTING: A majority of the executive committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a committee, and the individual members shall have no powers as such.

5.REMOVAL: Any member of the executive committee may be removed, with or without cause, at any time, by the Board of Directors.

6.VACANCIES: Any vacancy in the executive committee shall be filled by the Board of Directors.

ARTICLE V.

OFFICERS

1.NUMBER: The officers of the Corporation shall be a chairman of the Board of Directors, a president and chief executive officer, one or more vice chairmen of the Board of Directors (if elected by the Board of Directors), one or more vice presidents (one or more of whom may be designated executive vice president or senior vice president), a chief financial officer, a treasurer, a controller, a secretary, one or more assistant treasurers, assistant controllers and assistant secretaries and such other officers as may from time to time be chosen by the Board of Directors. Any two or more offices may be held by the same person. The Board of Directors, in its discretion, may also designate “chief officers” of certain functions in addition to chief executive officer and chief financial officer, and such officers shall be deemed to be vice presidents for purposes of these bylaws.

2.ELECTION, TERM OF OFFICE AND QUALIFICATIONS: All officers of the Corporation shall be chosen annually by the Board of Directors, and each officer shall hold office until his successor shall have been duly chosen and qualified or until he shall resign or shall have been removed in the manner hereinafter provided. The chairman of the Board of Directors, the president and chief executive officer, and the vice chairman of the Board of Directors (if any) shall be chosen from among the directors.

3.VACANCIES: If any vacancy shall occur among the officers of the Corporation, such vacancy shall be filled by the Board of Directors.

4.OTHER OFFICERS, AGENTS AND EMPLOYEES - THEIR POWERS AND DUTIES: The Board of Directors may from time to time appoint such other officers as the Board of Directors may deem necessary, to hold office for such time as may be designated by it or during its pleasure, and the Board of Directors or the chairman of the Board of Directors may appoint, from time to time, such agents and employees of the Corporation as may be deemed proper, and may authorize any officers to appoint and remove agents and employees. The Board of Directors or the chairman of the Board of Directors may from time to time prescribe the powers and duties of such other officers, agents and employees of the Corporation.

5.REMOVAL: Any officer, agent or employee of the Corporation may be removed, either with or without cause, by a vote of a majority of the Board of Directors or, in the case of any agent or employee not appointed by the Board of Directors, by a superior officer upon whom such power of removal may be conferred by the Board of Directors or the chairman of the Board of Directors.

6.CHAIRMAN OF THE BOARD OF DIRECTORS: The chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors and shall be a member of the executive committee. The chairman shall be responsible for such management and control of the business and affairs of the Corporation as shall be determined by the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to its notice. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

7.PRESIDENT AND CHIEF EXECUTIVE OFFICER: In the absence of the chairman of the Board of Directors, the president and chief executive officer shall preside at meetings of the stockholders and of the Board of Directors. He shall be responsible to the Board of Directors and, subject to the Board of Directors, shall be responsible for the general management and control of the business and affairs of the Corporation and shall devote himself to the Corporation’s operations under the basic policies set by the Board of Directors. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence of the chairman of the Board of Directors, he shall have all of the powers and the duties of the chairman of the Board of Directors. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors. The offices of president and chief executive officer may be held by separate persons, each having the duties hereunder as determined by the Board of Directors.

8.VICE CHAIRMEN OF THE BOARD OF DIRECTORS: In the absence of the chairman of the Board of Directors and the president, the vice chairman of the Board of Directors designated for such purpose by the chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors. Each vice chairman of the Board of Directors shall be responsible to the chairman of the Board of Directors. Each vice chairman of the Board of Directors shall from time to time report to the chairman of the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence or inability to act of the chairman of the Board of Directors and the president, such vice chairman of the Board of Directors as the chairman of the Board of Directors may designate for the purpose shall have the powers and discharge the duties of the chairman of the Board of Directors. The Board of Directors may designate a vice chairman of the Board of Directors who shall have the powers and discharge the duties of the chairman of the Board of Directors.

9.VICE PRESIDENTS: The vice presidents of the Corporation shall assist the chairman of the Board of Directors, the president and the vice chairmen of the Board of Directors in carrying out their respective duties and shall perform those duties which may from time to time be assigned to them.

10.TREASURER: The treasurer shall have charge of the funds, securities, receipts and disbursements of the Corporation. He shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may from time to time designate. He shall render to the Board of Directors, the chairman of the Board of Directors, the president, the vice chairmen of the Board of Directors, and the chief financial officer, whenever required by any of them, an account of all of his transactions as treasurer. If required, he shall give a bond in such sum as the Board of Directors may designate, conditioned upon the faithful performance of the duties of his office and the restoration to the Corporation at the expiration of his term of office or in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession or under his control belonging to the Corporation. He shall perform such other duties as from time to time may be assigned to him.

11.ASSISTANT TREASURERS: In the absence or disability of the treasurer, one or more assistant treasurers shall perform all the duties of the treasurer and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the treasurer. Each assistant treasurer shall also perform such other duties as from time to time may be assigned to him.

12.SECRETARY: The secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in a book or books kept for that purpose. He shall keep in safe custody the seal of the Corporation, and shall affix such seal to any instrument requiring it. The secretary shall have charge of such books and papers as the Board of Directors may direct. He shall attend to the giving and serving of all notices of the Corporation and shall also have such other powers and perform such other duties as pertain to his office, or as the Board of Directors, the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors may from time to time prescribe.

13.ASSISTANT SECRETARIES: In the absence or disability of the secretary, one or more assistant secretaries shall perform all of the duties of the secretary and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the secretary. Each assistant secretary shall also perform such other duties as from time to time may be assigned to him.

14.CONTROLLER: The controller shall be administrative head of the controller’s department. He shall be in charge of all functions relating to accounting and the preparation and analysis of budgets and statistical reports and shall establish, through appropriate channels, recording and reporting procedures and standards pertaining to such matters. He shall report to the chief financial officer and shall aid in developing internal corporate policies whereby the business of the Corporation shall be conducted with the maximum safety, efficiency and economy, and he shall be available to all departments of the Corporation for advice and guidance in the interpretation and application of policies which are within the scope of his authority. He shall perform such other duties as from time to time may be assigned to him.

15.ASSISTANT CONTROLLERS: In the absence or disability of the controller, one or more assistant controllers shall perform all of the duties of the controller and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the controller. Each assistant controller shall also perform such other duties as from time to time may be assigned to him.

ARTICLE VI.

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

1.CONTRACTS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president, the treasurer and such other persons as the chairman of the Board of Directors may authorize shall have the power to execute any contract or other instrument on behalf of the Corporation; no other officer, agent or employee shall, unless otherwise provided in these By-Laws, have any power or authority to bind the Corporation by any contract or acknowledgement, or pledge its credit or render it liable pecuniarily for any purpose or to any amount.

2.LOANS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, the executive vice president, the treasurer and such other persons as the Board of Directors may authorize shall have the power to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any corporation, firm or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the Corporation, may pledge, hypothecate or transfer any and all stock, securities and other personal property at any time held by the Corporation, and to that end endorse, assign and deliver the same.

3.VOTING OF STOCK HELD: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may from time to time appoint an attorney or attorneys or agent or agents of the Corporation to cast the votes that the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any other such corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation such written proxies, consents, waivers or other instruments as such officer may deem necessary or proper in the premises; or the chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may himself attend any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any and all powers of the Corporation as the holder of such stock or other securities of such other corporation.

4.COMPENSATION: The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

ARTICLE VII.

EVIDENCE OF SHARES

1.FORM: Shares of the Corporation’s stock shall, when fully paid, be evidenced by certificates containing such information as is required by law and approved by the Board of Directors. Alternatively, the Board of Directors may authorize the issuance of some or all shares of stock without certificates. In such event, within a reasonable time after issuance, the Corporation shall mail to the shareholder a written confirmation of its records with respect to such shares containing the information required by law. When issued, the certificates of stock of the Corporation shall be numbered and entered in the books of the Corporation as they are issued; they shall be signed manually or by the use of a facsimile signature, i) by the chairman of the Board of Directors, by the president, or by a vice president designated by the Board of Directors and ii) countersigned by the secretary or an assistant secretary; and they shall bear the corporate seal or a facsimile thereof. The Board of Directors of the Corporation may issue scrip in registered or bearer form, which shall entitle the holder to receive a certificate for a full share. Scrip shall not entitle the holder to exercise voting rights or to receive dividends thereon or to participate in any of the assets of the Corporation in the event of liquidation. The Board may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date or subject to any other conditions that it may deem advisable. Fractional may also be issued.

2.LOST CERTIFICATES: The president or secretary may direct a new certificate or certificates to be issued in place of any lost or destroyed certificate or certificates previously issued by the Corporation if the person or persons who claim the certificate or certificates make an affidavit stating the certificates of stock have been lost or destroyed. When authorizing the issuance of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the legal representative, to advertise the same in such manner as the Corporation shall require and/or to give the Corporation a bond, in such sum as the Corporation may direct, to indemnify the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.

3.TRANSFER OF STOCK: Upon surrender to the Corporation, or to the transfer agent of the Corporation, if any, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

4.REGISTERED STOCKHOLDERS: The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. The Corporation shall not be liable for registering any transfer of shares which are registered in the name of a fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad faith.

ARTICLE VIII.

MISCELLANEOUS

1.NOTICES: Each stockholder, director and officer shall furnish in writing to the secretary of the Corporation the address to which notices of every kind may be delivered or mailed. If such person fails to furnish an address, and the Post Office advises the Corporation that the address furnished is no longer the correct address, the Corporation shall not be required to deliver or mail any notice to such person. Whenever notice is required by applicable law, the Articles of Incorporation or these By-Laws, a written waiver of such notice signed before or after the time stated in the waiver or, in the case of a meeting, the attendance, of a stockholder or director (except for the sole purpose of objecting) or, in the case of a unanimous consent, the signing of the consent, shall be deemed a waiver of notice.

2.REGISTERED OFFICE AND AGENT: The Corporation shall at all times have a registered office and a registered agent.

3.CORPORATE RECORDS: The Corporation shall keep correct and complete books and records of accounts and minutes of the stockholders’ and directors’ meetings, and shall keep at its registered office or principal place of business, or at the office of its transfer agent, if any, a record of its stockholders, including the names and addresses of all stockholders and the number, class, and series of the shares held by each. Any person who shall have been a stockholder of record for at least six months immediately preceding demand, or who shall be the holder of record of a least five per cent (5%) of all the outstanding shares of the Corporation, upon written request stating the purpose therefor, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books and records of account of the Corporation, minutes and record of stockholders, and to make copies or extracts therefrom.

4.REQUIREMENT FOR FINANCIAL STATEMENT: Upon the written request of any stockholder, the Corporation shall mail to the stockholder its most recent published financial statement.

5.SEAL: The seal of the Corporation shall be a flat faced circular die containing the word “SEAL” in the center and the name of the Corporation around the circumference.

6.AMENDMENT OF BY-LAWS: Except to the extent otherwise provided in Article VI of the Articles of Incorporation, the power to alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made by the Board of Directors may be repealed or changed or new By-Laws adopted by the stockholders and the stockholders may prescribe that any By-Law adopted by them may not be altered, amended or repealed by the Board of Directors.

7.FISCAL YEAR: The fiscal year of the Corporation shall be established by resolution of the Board of Directors and may be changed from time to time.

8.GENERAL: Any matters not specifically covered by these By-Laws shall be governed by the applicable provisions of the Code of Virginia in force at the time.

ARTICLE IX.

EMERGENCY BY-LAWS

If a quorum of the Board of Directors cannot readily be assembled because of a catastrophic event, and only in such event, these By-Laws shall, without further action by the Board of Directors, be deemed to have been amended for the duration of such emergency, as follows:

1.The third sentence of Section 5 of Article III shall read as follows:

Special meetings of the Board of Directors (or any committee of the Board) shall be held whenever called by order of any director or of any person having the powers and duties of the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors.

2.Section 6 of Article III shall read as follows:

The directors present at any regular or special meeting called in accordance with these By-Laws shall constitute a quorum for the transaction of business at such meeting, and the action of a majority of such directors shall be the act of the Board of Directors, provided, however, that in the event that only one director is present at any such meeting no action except the election of directors shall be taken until at least two additional directors have been elected and are in attendance.

Back to Form 8K

Forward To Exhibit 10.1

EX-3.15

Exhibit 3.15

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION

OF

DOLLAR TREE OLLIE’S, LLC

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:

1.The name of the limited liability company is:

Dollar Tree Ollie’s, LLC

2.A.The name of the limited liability company’s initial registered agent is William A. Old, Jr.

B.The registered agent is an individual who is a resident of Virginia and a member of the Virginia State Bar.

3.The limited liability company’s initial registered office address, which is identical to the business office of the initial registered agent, is:

Hofheimer Nusbaum, P.C., Dominion Tower, Suite 1700, 999 Waterside Dr. Norfolk, Virginia 23510, which is located in the City of Norfolk.

4.The limited liability company’s principal office is located at:.

500 Volvo Parkway. Chesapeake, Virginia 23320

5.Signature:

/s/ William A. Old, Jr.	7/9/03
William A. Old, Jr. (Organizer)	Date

COMMONWEALTH OF VIRGINA

STATE CORPORATION COMMISSION

July 16, 2003

The State Corporation Commission has found the accompanying articles submitted on behalf of Dollar Tree Ollie’s, LLC to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this CERTIFICATE OF ORGANIZATION be issued and admitted to record with the articles of organization in the Office of the Clerk of the Commission July 16, 2003.

STATE CORPORATION COMMISSION
By	/s/ Theodore V. Morrison, Jr.
Commissioner

DLLCACPT

CIS0345

03-07-11-4005

Commonwealth OF Virginia

State Corporation Commission

I Certify the Following from the Records of the Commission:

The foregoing is a true copy of the articles of organization filed in the Clerk’s Office of the Commission by Dollar Tree Ollie’s, LLC.

Nothing more is hereby certified.

	Signed and Sealed at Richmond on this Date: January 7, 2015
		/s/ Joel H. Peck
		Joel H. Peck, Clerk of the Commission

CIS0357

EX-3.16

Exhibit 3.16

OPERATING AGREEMENT

OF

DOLLAR TREE OLLIE’S, LLC

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:

1.FORMATION AND TERM.

1.1.Formation.

The Company was formed upon the issuance of its certificate of organization by the State Corporation Commission of Virginia on July 16, 2003, pursuant to the Virginia Limited Liability Company Act (as amended, the “Act”).

1.2.Term.

The term of the Company began upon the issuance of the certificate of organization by the State Corporation Commission of Virginia and shall continue until terminated in accordance with this Agreement.

2.NAME, OFFICE OF COMPANY, AND REGISTERED AGENT.

2.1.Name.

The name of the Company is Dollar Tree Ollie’s, LLC. The business of the Company may be conducted under such trade or fictitious names as the Managers may determine.

2.2.Principal Office.

The principal office of the Company, at which the records required to be maintained by the Act are to be kept, shall be at 500 Volvo Parkway, Chesapeake, Virginia 23320, or such other place as the Managers may determine. The Managers shall give notice to the Members of any change of the principal office.

2.3.Registered Agent.

The Company’s agent for service of process shall be William A. Old, Jr., or such other person as the Managers may designate.

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3.BUSINESS OF THE COMPANY.

The business of the Company shall be retail and any and all general business activities related or incidental thereto.

4.CAPITAL.

4.1.Capital Contributions.

The Member has contributed or will contribute to the Company capital contributions as required to establish and initially operate the Company’s business.

4.2.Distributions.

The Company may make distributions as determined by the Member from time to time in accordance with the Act and this Agreement.

4.3.Additional Provisions on Capital and Obligations of Member.

4.3.1.Any loans made by the Member to the Company shall not be added to its capital account.

4.3.2.The Member shall not be paid interest on its account.

4.3.3.The liability of the Member for the losses, debts, liabilities and obligations of the Company shall be limited to paying its capital contributions when due under this Agreement, its share of any undistributed assets of the Company, and (only to the extent required by the Act) any amounts previously distributed to him from the Company.

4.4.No Third Party Beneficiaries.

This Article 4 is not intended to be for the benefit of any creditor or other person to whom any debts, liabilities or obligations are owed by (or who otherwise has any claim against) the Company or the Member; and no creditor or other person shall obtain any right under any of the foregoing provisions or shall by reason of any of the foregoing provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or the Member.

5.MANAGEMENT.

5.1.Management of the Company.

The conduct and management of the Company’s business shall be vested in Macon F. Brock, Jr., Bob Sasser, and Frederick C. Coble, as managers under the Act (“Managers”), each of whom may act on behalf of the Company and each of whom shall have the power to bind the Company. The Managers shall have full and exclusive power on the Company’s behalf to manage its business and affairs and to do or cause to be done anything deemed necessary or

2

appropriate for the conduct of the Company’s business. The Managers shall only be required to devote such of his time and attention to the affairs of the Company as he reasonably deems to be necessary. If a Manager dies or becomes disabled, a successor shall be selected as Manager by the determination of the Member.

5.2.Expenses; Compensation.

The Managers shall be reimbursed all reasonable expenses incurred in managing the Company and shall be entitled to reasonable compensation, in an amount to be determined by the Member from time to time.

5.3.Conflicts.

The Member and Managers shall be entitled to enter into transactions that may be competitive with, or a business opportunity that may be beneficial to, the Company, it being expressly understood that the Member and Managers may enter into transactions that are similar to the transactions into which the Company may enter. The Member and Managers do not violate a duty or obligation to the Company merely because the Member’s or a Manager’s conduct furthers the Member’s or the Manager’s own interest. The Member or Managers may lend money to and transact other business with the Company. No transaction with the Company shall be voidable solely because the Member or a Manager has a direct or indirect interest in the transaction, if the transaction is fair to the Company.

5.4.Exculpation.

To the fullest extent permitted by the Act, no Member or Manager of the Company made a party to any proceeding shall be liable to the Company or its Member for monetary damages arising out of any transaction, occurrence or course of conduct.

5.5.Indemnification.

To the fullest extent permitted by the Act, the Company shall indemnify any Member or Manager who was or is a party to any proceeding, including a proceeding brought by or in the right of the Company or brought by or on behalf of the Member, against any liability incurred by him in connection with such proceeding. The indemnification hereby provided shall not be exclusive of any other rights to which any person may be entitled.

5.6.Survival.

No amendment or repeal of this Article 5 shall impair or otherwise diminish the rights provided under this Article with respect to any act or omission occurring prior to such amendment or repeal.

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6.ADMISSION OF MEMBERS; TRANSFERS.

6.1.Admission.

A person may be admitted as an additional Member by the written consent of the Member. Any capital contributions to be made by such additional Member shall be determined at the time of admission.

6.2.Assignment of Interest.

The Member may transfer its interest in whole or in part at any time.

7.DISSOLUTION.

7.1.Causes.

The Company shall be dissolved only upon:

(a)the written determination of the Member; or

(b)the dissolution, termination, bankruptcy, death or insanity of the sole remaining Member of the Company, unless the Company is continued with a substituted Member as follows:

If, at any time when the Company has only one Member, such Member is dissolved, terminated, dies or becomes incompetent, then the successor to the dissolved Member, the personal or legal representative of the deceased or insane Member shall be substituted as a new Member with all of the rights of a Member under the provisions of the Agreement. In that event, the Company shall not be dissolved but shall instead be continued with such substituted Member. If, however, no successor entity or legal representative is able or willing to become a substituted Member, then the Company shall be dissolved pursuant to this Article 7.

7.2Upon Dissolution.

Upon its dissolution, the Company shall commence to wind up its affairs. The Company’s assets may be sold, if a price deemed reasonable by the Member can be obtained. The proceeds from liquidation of Company’s assets shall be applied as follows:

(a)First, all of the Company’s debts and liabilities to persons (including the Member) shall be paid and discharged in the order of priority as provided by law;

(b)Then, all remaining assets shall be distributed to the Member.

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7.3.Company Assets Sole Source.

The Member shall look solely to the Company’s assets for the payment of any debts or liabilities owed by the Company to the Member and for the return of its capital contributions and liquidation amounts. If the Company property remaining after the payment or discharge of all of its debts and liabilities to persons other than the Member is insufficient to return the Member’s capital contributions, the Member shall have no recourse therefore against the Company.

8.MISCELLANEOUS.

8.1.Amendments.

This Agreement may be amended or restated only upon the unanimous consent of the Member.

8.2.Governing Law.

This Agreement is governed by and is to be construed according to the internal substantive laws of the Commonwealth of Virginia.

8.3.Additional Members.

In the event additional Members are admitted to the Company, it is intended that this Agreement shall be amended in writing to reflect the business arrangement among the existing and new Members. In the absence of such amendment, however, the rights and duties of the Members shall, except to the extent this Agreement provides to the contrary, be governed by the default provisions of the Act.

8.4.Tax Treatment.

The Company is a single-member limited liability company intended to be treated as a sole proprietorship and not separate and apart from the Member (for tax purposes only) pursuant to Tax Regulations §301.7701-1 et seq. The Member and the Manager shall act at all times so as to maintain such tax treatment. If at any time there is more than one member, then the Company shall at such time(s) be treated as a partnership for tax purposes.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the undersigned have each executed or caused this Agreement to be executed under seal as of the day and year first above written.

DOLLAR TREE OLLIE’S, LLC
By:	/s/ Frederick C. Coble	(SEAL)
Name:	FREDERICK C. COBLE
Title:	MANAGER

DOLLAR TREE STORES, INC.
By:	/s/ Frederick C. Coble	(SEAL)
Name:	FREDERICK C. COBLE
Title:	CFO

6

CONSENT OF SOLE MEMBER OF

DOLLAR TREE OLLIES, LLC

TO AMENDMENT OF OPERATING AGREEMENT

JULY 1, 2005

THIS CONSENT, effective as of July 1, 2005, is made by Dollar Tree Stores, Inc., a Virginia corporation (“DTS”), as the sole Member of Dollar Tree Ollies, LLC, a Virginia limited liability company (the “Company”), and recites and provides as follows:

WHEREAS, in connection with the July 1, 2005 reorganization of DTS and its affiliates, DTS wishes to appoint new Managers of the Company; and

WHEREAS, pursuant to Section 8.1 of the Operating Agreement of the Company dated as of July 21, 2003 (the “Operating Agreement”), the Operating Agreement may be amended by written consent of DTS as the sole Member of the Company.

NOW THEREFORE, DTS, as the sole Member of the Company, hereby consents to the following amendment of the Operating Agreement:

The first sentence of Section 5.1 of the Operating Agreement is deleted and replaced with the following: “The conduct and management of the Company’s business shall be vested in Bob L. Sasser, Kent Kleeberger, and Robert H. Rudman, as managers under the Act (“Managers”), each of whom may act on behalf of the Company and each of whom shall have the power to bind the Company.”

THIS CONSENT shall be effective as of July 1, 2005.

DOLLAR TREE STORES, INC. (SEAL)
By:	/s/ Bob Sasser
Print Name:	Bob Sasser
Title:	President
Date:	10/10/05

1

CONSENT OF SOLE MEMBER OF

DOLLAR TREE OLLIES, LLC

TO AMENDMENT OF OPERATING AGREEMENT

THIS CONSENT, effective as of June 16, 2011, is made by Dollar Tree Stores, Inc., a Virginia corporation (“DTS”), as the sole Member of Dollar Tree Ollies, LLC, a Virginia limited liability company (the “Company”), and recites and provides as follows:

WHEREAS, DTS wishes to appoint new Managers of the company; and

WHEREAS, pursuant to Section 8.1 of the Operating Agreement of the Company dated as of July 21, 2003 (the “Operating Agreement”), the Operating Agreement may be amended by written consent of DTS as the sole Member of the Company.

NOW THEREFORE, DTS, as the sole Member of the Company, hereby consents to the following amendment of the Operating Agreement:

The first sentence of Section 5.1 of the Operating Agreement is deleted and replaced with the following: “The conduct and management of the Company’s business shall be vested in Bob Sasser, Kevin Wampler, and Robert H. Rudman, as managers under the Act (“Managers”), each of whom may act on behalf of the Company and each of whom shall have the power to bind the Company.”

THIS CONSENT shall be effective as of June 16, 2011.

Dollar Tree Stores, Inc.
By:	/s/ Bob Sasser
	Bob Sasser, Chairman
Dated:

CONSENT OF SOLE MEMBER OF

DOLLAR TREE OLLIES, LLC

TO AMENDMENT OF OPERATING AGREEMENT

THIS CONSENT, effective as of May 16, 2012, is made by Dollar Tree Stores, Inc., a Virginia corporation (“DTS”), as the sole Member of Dollar Tree Ollies, LLC, a Virginia limited liability company (the “Company”), and recites and provides as follows:

WHEREAS, DTS wishes to appoint new Managers of the company; and

WHEREAS, pursuant to Section 8.1 of the Operating Agreement of the Company dated as of July 21, 2003 (the “Operating Agreement”), the Operating Agreement may be amended by written consent of DTS as the sole Member of the Company.

NOW THEREFORE, DTS, as the sole Member of the Company, hereby consents to the following amendment of the Operating Agreement:

The first sentence of Section 5.1 of the Operating Agreement is deleted and replaced with the following: “The conduct and management of the Company’s business shall be vested in Macon Brock, Bob Sasser, Kevin Wampler, and Robert H. Rudman, as managers under the Act (“Managers”), each of whom may act on behalf of the Company and each of whom shall have the power to bind the Company.”

THIS CONSENT shall be effective as of May 16, 2012.

Dollar Tree Stores, Inc.
By:	/s/ Bob Sasser
	Bob Sasser, Chairman
Dated:		5/16/2012

EX-3.17

Exhibit 3.17

ARTICLES OF ORGANIZATION

OF

DT REALTY, LLC

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia, the undersigned states as follows:

ARTICLE I

NAME

The name of the limited liability company is DT Realty, LLC.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The post-office address of the initial registered office in Virginia is 999 Waterside Drive, Suite 1700, Norfolk, Virginia 23510, located in the City of Norfolk, Virginia. The registered agent’s name is William A. Old, Jr., whose business address is identical with the registered office. The registered agent is an individual who is a resident of Virginia and a member of the Virginia State Bar.

ARTICLE III

PRINCIPAL OFFICE

The post office address of the principal office where the records will be maintained pursuant to Virginia Code Section 13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320, located in the City of Chesapeake, Virginia.

ARTICLE IV

MANAGEMENT

The limited liability company shall be managed by one or more managers.

IN WITNESS WHEREOF, the undersigned organizer has set forth his signature to these Articles of Organization on this 25th day of May, 2010.

ORGANIZER:

/s/ Lamont Maddox

Lamont Maddox

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

AT RICHMOND, MAY 26, 2010

The State Corporation Commission has found the accompanying articles submitted on behalf of DT Realty, LLC to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this CERTIFICATE OF ORGANIZATION be issued and admitted to record with the articles of organization in the Office of the Clerk of the Commission, effective May 26, 2010.

STATE CORPORATION COMMISSION
By	/s/ James C. Dimitri
	James C. Dimitri
	Commissioner

DLLCACPT

CIS0354

10-05-25-0654

Commonwealth OF Virginia

State Corporation Commission

I Certify the Following from the Records of the Commission:

The foregoing is a true copy of the articles of organization filed in the Clerk’s Office of the Commission by DT Realty, LLC on May 26, 2010.

Nothing more is hereby certified.

	Signed and Sealed at Richmond on this Date: January 7, 2015
		/s/ Joel H. Peck
	Joel H. Peck, Clerk of the Commission

CIS0502

EX-3.18

Exhibit 3.18

OPERATING AGREEMENT

OF

DT REALTY, LLC

May 26, 2010

TABLE OF CONTENTS

		PAGE
SECTION 1	ORGANIZATIONAL MATTERS	1
1.01	Formation	1
1.02	Name	1
1.03	Principal Office	1
1.04	Purpose	1
1.05	Certificate of Formation; Filings	1
1.06	Fictitious Business Name Statements; Qualification in Other States	1
1.07	Registered Office and Registered Agent	2
1.08	Term	2
SECTION 2	DEFINITIONS	2
SECTION 3	MANAGEMENT	3
3.01	Managers	3
3.02	General Powers of the Managers	3
3.03	Officers	5
3.04	Tenure	6
3.05	Compensation	6
3.06	Managers and Officers Have No Exclusive Duty to Company	6
3.07	Action by Consent	6
SECTION 4	LIMITATION OF LIABILITY; INDEMNIFICATION	6
4.01	Limitation of Liability of Managers and Officers	6
4.02	Indemnity of Managers and Officers	6
4.03	No Personal Liability to Member	8
SECTION 5	ACTION BY THE MEMBER	8
5.01	Meetings	8
5.02	Action by Consent	8
SECTION 6	CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS	8
6.01	Member’s Capital Contributions	8
6.02	Distributions	9
SECTION 7	TAX MATTERS	9
7.01	Tax Filings and Elections	9
SECTION 8	DISSOLUTION AND TERMINATION	9
8.01	Events of Dissolution	9

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8.02	Liquidation	10
8.03	Orderly Liquidation	10
8.04	Distributions	10
8.05	Certificate of Cancellation	10
SECTION 9	MISCELLANEOUS PROVISIONS	11
9.01	Bank Accounts	11
9.02	Books of Account and Records	11
9.03	Application of Virginia Law	11
9.04	Amendments	11
9.05	Construction	11
9.06	Headings	11
9.07	Waivers	11
9.08	Rights and Remedies Cumulative	12
9.09	Severability	12
9.10	Heirs, Successors and Assigns	12
9.11	Creditors	12
9.12	Counterparts	12
9.13	Entire Agreement	12

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OPERATING AGREEMENT

OF

DT REALTY, LLC

THIS OPERATING AGREEMENT is made and entered into as of May 26, 2010 by DTD Tennessee, Inc., a Delaware corporation and the sole member of DT Realty, 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.

SECTION 1

ORGANIZATIONAL MATTERS

1.01Formation. The Company was formed as a Virginia limited liability company under the Act on May 26, 2010. The rights and obligations of the Member shall be as provided in the Act, except as otherwise expressly provided herein. In the event of any inconsistency between any terms and conditions contained in this Operating Agreement and any non-mandatory provisions of the Act, the terms and conditions contained in this Operating Agreement shall govern and in the event of any inconsistency between any items and conditions contained in this Operating Agreement and any mandatory provisions of the Act, the terms and conditions of the Act shall govern.

1.02Name. The name of the Company shall be “DT Realty, LLC.”

1.03Principal Office. The principal office of the Company is 500 Volvo Parkway, Chesapeake, Virginia 23320, or such other place as the Managers may from time to time designate. The Company may have other offices at any place or places as may be determined by the Managers.

1.04Purpose. The Company may engage in any and all lawful activities as may be necessary, incidental or convenient to carrying out the business of the Company as contemplated by this Operating Agreement or deemed appropriate by the Managers or the Member.

1.05Certificate of Formation; Filings. The Company executed and filed Articles of Organization with the Virginia State Corporation Commission as required by the Act. Any Manager may execute and file any amendments to the Articles of Organization authorized by the Member from time to time in a form prescribed by the Act. Any Manager also shall cause to be made, on behalf of the Company, such additional filings and recordings as he shall deem necessary or advisable.

1.06Fictitious Business Name Statements; Qualification in Other States. Following the execution of this Operating Agreement, fictitious business name statements and qualifications in various states may be filed and published as deemed necessary by the Managers.

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1.07Registered Office and Registered Agent. The Company shall continuously maintain a registered office and a designated and duly qualified agent for service of process on the Company in the Commonwealth of Virginia. As of the date of this Operating Agreement, the address of the Company’s registered office is 999 Waterside Drive, Suite 1700, Norfolk, Virginia 23510, and its registered agent is William A. Old, Jr. The registered office and registered agent may be changed from time to time by any Manager or by action of the Member.

1.08Term. The Company commenced on May 26, 2010, and shall continue until terminated pursuant to this Operating Agreement.

SECTION 2

DEFINITIONS

The following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein):

(a)“Act” shall mean the Virginia Limited Liability Company Act, Va. Code Section 13.1-1000 et seq., as amended and in force from time to time.

(b)“Affiliate” means, with respect to the Member or any Manager or employee of the Company, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Member, Manager or employee and shall include any relative or spouse of such Member, Manager or employee or any relative of such Member’s, Manager’s or employee’s spouse. As used in the foregoing sentence, the term “control” means possession, directly or indirectly, of the power to direct or cause a direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

(c)“Articles” shall mean the Articles of Organization of the Company as filed and amended with the State Corporation Commission of Virginia from time to time.

(d)“Capital Contribution” shall mean any contribution to the capital of the Company by the Member in cash, property or services, or a binding obligation to contribute cash, property or services, whenever made.

(e)“Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws.

(f)“Company” shall mean DT Realty, LLC, a Virginia limited liability company, as set forth in the Certificate of Organization issued by the Virginia State Corporation Commission on May 26, 2010.

(g)“Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or other association.

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(h)“Fiscal Year” shall mean the Company’s fiscal year, as determined by the Managers or an authorized Officer.

(i)“Manager” shall mean a manager as defined in the Act and as specified in Section 3.

(j)“Member” shall initially mean DTD Tennessee, Inc., a Delaware corporation, and thereafter any Person to whom membership interest may be lawfully transferred or issued.

(k)“Officer” shall mean any individual so designated herein or that the Managers designate as an officer of the Company, pursuant to Section 3.03.

(l)“Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

(m)“Person” shall mean any natural person or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so permits.

SECTION 3

MANAGEMENT

3.01Managers. The Company shall be managed under the direction of at least one (1) and not more than five (5) Managers, who shall be called individually a “Manager,” and collectively, the “Managers.” The Managers shall be appointed and may be removed at any time by the Member. The initial Managers of the Company shall be Gary Philbin and Kevin Wampler.

3.02General Powers of the Managers.

(a)Except as otherwise limited in this Operating Agreement, the Managers shall have exclusive right to manage the Company and to make all decisions regarding the business of the Company. The Managers shall carry out the policies, directions, orders and resolutions of the Member in the manner described in this Operating Agreement and as authorized and directed by the Member from time to time. To the extent not inconsistent with the Act, the Articles or the express provisions of this Operating Agreement, all of the Managers shall have the same rights, powers and authority with respect to the Company and each may act independently on behalf of the Company. The Managers may delegate prescribed functions to any Officer, employee, agent or consultant.

(b)The Managers are granted the right, power and authority to do in the name of, and on behalf of, the Company all things that, in his sole judgment, are necessary, proper or desirable to carry out the purposes of the Company, including, but not limited to, the right, power and authority to:

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(i)Enter into, make and perform contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company.

(ii)Open and maintain bank accounts, investment accounts and other arrangements, draw checks and other orders for the payment of money, and designate individuals with authority to sign or give instructions with respect to those accounts and arrangements; provided, that Company funds shall not be commingled with funds from other sources and shall be used solely for the benefit of the Company.

(iii)Collect funds due to the Company.

(iv)Acquire, utilize for the Company’s purposes, maintain and dispose of any assets of the Company.

(v)Pay debts and obligations of the Company, to the extent that funds of the Company are available therefor.

(vi)Borrow money or otherwise commit the credit of the Company for Company activities, and voluntarily prepay or extend any such borrowings.

(vii)Employ from time to time persons, firms or corporations for the operation and management of the Company, including, without limitation, managing agents, contractors, subcontractors, architects, engineers, laborers, suppliers, accountants and attorneys, on such terms and for such compensation as the Managers shall determine, notwithstanding the fact that the Managers or the Member may have a financial interest in such firms or corporations.

(viii)Make elections available to the Company under the Code.

(ix)Obtain general liability, property and other insurance for the Company, as the Managers deem proper.

(x)Take such actions as may be directed by the Member in furtherance of their approval of any matter set forth in Section 4 hereof.

(xi)Do and perform all such things and execute, acknowledge and deliver any and all such instruments as may be in furtherance of the Company’s purposes and necessary and appropriate to the conduct of its business.

(c)The Managers may delegate to one (1) or more of their number the authority to execute any documents or take any other actions deemed necessary or desirable in furtherance of any action that they have authorized on behalf of the Company as provided in Section 3 hereof.

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(d)All actions taken by the Managers on behalf of the Company from the date of its organization to the execution of this Operating Agreement are ratified and confirmed.

3.03Officers.

(a)The Managers may, as they deem appropriate, elect and remove Officers with such authority to act on behalf of the Company as determined by the Managers. The initial Officers and their respective offices are set forth below:

Name	Office
Gary Philbin	President
Bruce Walters	Vice President
Todd Littler	Vice President
Christopher Williams	Vice President
Kevin Wampler	Vice President
Kathleen Mallas	Vice President
Jonathan L. Elder	Vice President
Roger Dean	Vice President
James A. Gorry, III	Secretary, Vice president
Shawnta Totten	Assistant Secretary
Cathy Eichelbaum	Assistant Secretary

(b)President: The president shall be responsible to the Managers and, subject to the Managers, shall be responsible for the general management and control of the business and affairs of the Company and shall devote himself to the Company’s operations under the basic policies set by the Managers. He shall from time to time report to the Managers on matters within his knowledge which the interests of the Company may require be brought to his notice. He shall do and perform such other duties from time to time as may be assigned to him by the Managers.

(c)Vice Presidents: The vice presidents of the Company shall assist the President in carrying out his respective duties and shall perform those duties which may from time to time be assigned to them.

(d)Secretary: The secretary shall keep the minutes of all meetings of the Company in a book or books kept for that purpose. The secretary shall have charge of such books and papers as the Managers may direct. He shall attend to the giving and serving of all notices of the Company and shall also have such other powers and perform such other duties as pertain to his office, or as the Managers or the president may from time to time prescribe.

(e)Assistant Secretaries: In the absence or disability of the secretary or at the direction of the secretary, one or more assistant secretaries shall perform some or all of the duties of the secretary and, when so acting, shall have such powers of, and be subject to the restrictions upon, the secretary. Each assistant secretary shall also perform such other duties as from time to time may be assigned to him by the Managers or the president.

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(f)Other Officers: The Managers may also choose a chief operating officer, chief financial officer, controller, treasurer, general counsel, as well as other officers and agents, with such titles, duties, and powers as the Managers may from time to time determine. Any number of offices may be held by the same person.

3.04Tenure. A Manager or Officer shall hold office until his death, resignation, disqualification or removal.

3.05Compensation. The compensation, if any, of the Managers and Officers shall be fixed from time to time by the Member. The Managers and Officers shall be entitled to reimbursement for expenses incurred by them in performing their duties, according to the policies set by the Member from time to time.

3.06Managers and Officers Have No Exclusive Duty to Company. Unless otherwise expressly provided hereunder or under any other agreement entered into between the Company and such Manager or Officer, no Manager or Officer shall be required to manage the Company as his sole and exclusive function, and he may have other business interests and may engage in other activities in addition to those relating to the Company, and neither the Company nor the Member shall have any right, by virtue of this Operating Agreement, to share or participate in such other investments or activities of such Manager or Officer or to the income or proceeds derived therefrom.

3.07Action by Consent. Any action required or permitted to be taken at a meeting of the Managers may be taken without a meeting if one or more written consents to such action are signed by the Managers. Action taken under this Section is effective when the Managers sign the consent or consents, unless the consent or consents specifies a different effective date.

SECTION 4

LIMITATION OF LIABILITY; INDEMNIFICATION

4.01Limitation of Liability of Managers and Officers. In any proceeding brought by or in the right of the Company or brought by or on behalf of the Member, a Manager or Officer (in his capacity as such) or any of its Affiliates shall not be liable to the Company or its Member for any monetary damages arising out of any transaction, occurrence or course of conduct, unless in such proceeding the Manager, Officer or Affiliate was adjudged to have engaged in willful misconduct or a knowing violation of the criminal law.

4.02Indemnity of Managers and Officers. The Managers and Officers shall be indemnified by the Company under the following circumstances and in the manner and to the extent indicated:

(a)Every Person, and his heirs, executors and administrators, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any kind, whether civil, criminal, administrative, arbitrative or investigative, or

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was or is the subject of any claim, and whether or not by or in the right of the Company, by reason of his being or having been a Manager or Officer, or by reason of his serving or having served at the request of the Company as a director, officer, manager, employee or agent of another Entity, or at the request of the Company in any capacity that under Federal law regulating employee benefit plans would or might constitute him a fiduciary with respect to any such plan, whether or not such plan is or was for employees of the Company, shall be indemnified by the Company against expenses (including attorneys’ fees), judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of all kinds, actually and reasonably incurred by him in connection with, or resulting from, such action, suit, proceeding or claim, if he acted in good faith and in the manner he reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, provided that no indemnification shall be made in respect of any claim, issue or matter as to which he shall have been adjudicated to be liable to the Company for willful misconduct or a knowing violation of the criminal law in the performance of his duty to the Company unless, and only to the extent, that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, he is fairly and reasonably entitled to indemnity. The termination of any such action, suit or proceeding by judgment, order or conviction, or upon a plea of nolo contendere or its equivalent, or by settlement, shall not of itself create a presumption that any such Person did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company.

(b)Any indemnification under Section 4.02(a) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of such Person is proper in the circumstances because the Manager or Officer had met the applicable standard of conduct set forth in such paragraph. Such determination may be made either (i) by the Managers by a majority vote of a quorum consisting of Managers who were not a party to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested Managers so directs, by independent legal counsel in a written opinion, or (iii) by the Member.

(c)Reasonable expenses (including attorneys’ fees) incurred by or in respect of any such Person in connection with any such action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Company in advance of the final disposition thereof upon receipt of an undertaking by, or on behalf of, such Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company.

(d)The Managers of the Company shall have the power, generally and in specific cases, to indemnify employees and agents of the Company to the same extent as provided in this Section with respect to its Managers.

(e)The provisions of this Section are in addition to, and not in substitution for, any other right to indemnity to which any Person who is or may be indemnified by or pursuant to this Section may otherwise be entitled, and to the powers otherwise accorded by law

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to the Company to indemnify any such Person and to purchase and maintain insurance on behalf of any such Person against any liability asserted against or incurred by him in any capacity referred to in this Section or arising from his status as serving or having served in any such capacity (whether or not the Company would have the power to indemnify against such liability).

(f)If any provision of this Section shall be adjudicated invalid or unenforceable, such adjudication shall not be deemed to invalidate or otherwise affect any other provision hereof or any power of indemnity which the Company may have under the laws of the Commonwealth of Virginia.

(g)No amendment or repeal of this Section shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

4.03No Personal Liability to Member. Notwithstanding any provision of Section 4.02 above, the indemnification provided in Section 4.02 shall in no event cause the Member to incur any liability to the Company beyond the Member’s total Capital Contributions plus the Member’s share of any undistributed profits of the Company, nor shall it result in any liability of the Member to any third party.

SECTION 5

ACTION BY THE MEMBER

5.01Meetings. Meetings of the Company, for any purpose or purposes, unless otherwise prescribed by statute, may be called by any Manager or the Member at any time.

5.02Action by Consent. Any action required or permitted to be taken at a meeting of the Company may be taken without a meeting if one or more written consents to such action are signed by the Member. Action taken under this Section is effective when the Member signs the consent or consents, unless the consent or consents specifies a different effective date.

SECTION 6

CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS

6.01Member’s Capital Contributions.

(a)Initial Capital Contribution. The Member may make an initial Capital Contribution in an amount the Member deems necessary to cover the start-up expenses of the Company.

(b)Additional Capital Contributions. The Member shall not be required to make any further Capital Contributions beyond those set forth in Section 6.01(a) above.

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(c)Loans. The Managers and Officers may endeavor to obtain a loan or loans to the Company, from time to time, in order to finance the operation of the business of the Company.

(d)Loans to Company by Member. Nothing in this Operating Agreement shall prevent the Member from making secured or unsecured loans to the Company by agreement with the Company in accordance with the terms of this Operating Agreement.

6.02Distributions. Distributions shall be made by the Company to the Member at such times and in such amounts as the Member shall determine in its sole discretion; provided, however, the Company’s obligation, and the Managers’ authority, to make any distribution is subject to the restrictions governing distributions under the Act and such other pertinent governmental restrictions as are now and may hereafter become effective. Currently, among other prohibitions, the Act prohibits the Company from making a distribution to the extent that, after giving effect to the distribution, liabilities of the Company exceed the fair value of the assets of the Company.

SECTION 7

TAX MATTERS

7.01Tax Filings and Elections. The Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Member within a reasonable time after the end of the Company’s fiscal year. All elections permitted to be made by the Company under federal or state laws, including but not limited to any election under Code Section 754, shall be made by the Managers.

SECTION 8

DISSOLUTION AND TERMINATION

8.01Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:

(a)The determination in writing of the Member;

(b)The adjudication of the Company as insolvent within the meaning of insolvency in either bankruptcy or equity proceedings, or the filing of an involuntary petition in bankruptcy against the Company (which is not dismissed within ninety (90) days), or the filing against the Company of a petition for reorganization under the federal bankruptcy code or any state statute (which is not dismissed within ninety (90) days), or a general assignment by the Company for the benefit of creditors, or the voluntary claim (by the Company) that it is insolvent under any provisions of the federal bankruptcy code (or any state insolvency statutes), or the appointment for the Company of a temporary or permanent receiver, trustee, custodian or sequestrator, and such receiver, trustee, custodian or sequestrator is not dismissed within ninety (90) days; or

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(c)As otherwise required by Virginia law.

8.02Liquidation. Upon the dissolution of the Company, it shall wind up its affairs by either or a combination of both of the following methods as the Managers (or if there are no Managers, such Person or Persons appointed by the Member) shall in their sole discretion determine:

(a)Selling the Company’s assets and, after paying the Company’s liabilities or reserving sufficient funds for such liabilities, distributing the net proceeds to the Member in satisfaction of its interest in the Company; and/or,

(b)Distributing the Company’s assets to the Member in kind with the Member accepting the Company’s assets, subject to its liabilities, in satisfaction of its interest in the Company.

8.03Orderly Liquidation. A reasonable time as determined by the Managers (or the Person or Persons carrying out the liquidation) shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to the creditors so as to minimize any losses attendant upon dissolution.

8.04Distributions. Upon dissolution, the Company’s assets (including any cash on hand) shall be distributed in the following order and in accordance with the following priorities:

(a)First, to the payment of the debts and liabilities of the Company (including, but not limited to, loans made by the Member) and the expenses of liquidation, including a sales commission to the selling agent, if any; then

(b)Second, to the setting up of any reserves which the Managers (or the Person or Persons carrying out the liquidation) shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. Said reserves shall be paid over to a bank or an attorney at law as escrow agent to be held for the purpose of disbursing such reserves in payment of any of the aforementioned contingencies. At the expiration of such period as the Managers (or the Person or Persons carrying out the liquidation) shall deem advisable, the Managers shall distribute the balance thereof in the manner provided in the following subparagraph; then

(c)Third, to the Member.

8.05Certificate of Cancellation.

(a)Within a reasonable time following the completion of the liquidation of the Company, there shall be supplied to the Member a statement which shall set forth the assets and the liabilities of the Company as of the date of complete liquidation. Upon completion of the liquidation of the Company and the distribution of all the Company’s assets, the Company shall

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terminate, and the Member shall execute and record a Certificate of Cancellation of the Company, as well as any and all other documents required to effectuate the dissolution and termination of the Company.

(b)Upon the issuance of the filing of the Certificate of Cancellation, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act. The Managers shall thereafter be trustees for the Member and creditors of the Company and as such shall have authority to distribute any Company property discovered after dissolution, convey real estate, if any, and take such other action as may be necessary on behalf of and in the name of the Company.

SECTION 9

MISCELLANEOUS PROVISIONS

9.01Bank Accounts. The Company shall maintain such bank accounts as any Manager or Officer may determine to be appropriate from time to time.

9.02Books of Account and Records. Proper and complete records and books of account shall be kept or shall be caused to be kept by the Managers in which shall be entered fully and accurately all transactions and other matters relating to the Company in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the principal office of the Company, which initially shall be located at 500 Volvo Parkway, Chesapeake, Virginia 23320, and shall be open to inspection and examination of the Member or its duly authorized representatives during reasonable business hours.

9.03Application of Virginia Law. This Operating Agreement, and the interpretation hereof, shall be governed exclusively by its terms and by the laws of the Commonwealth of Virginia, without reference to its choice of law provisions, and specifically the Act.

9.04Amendments. This Operating Agreement may be amended by the Member at any time.

9.05Construction. Whenever the singular number is used in this Operating Agreement and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa.

9.06Headings. The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.

9.07Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Operating Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

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9.08Rights and Remedies Cumulative. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

9.09Severability. If any provision of this Operating Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.10Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective heirs, legal representatives, successors and assigns.

9.11Creditors. None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditor of the Company or creditor of the Member, in such creditor’s capacity as a creditor. The specific intent of the undersigned is that there shall be no third-party beneficiaries of this Operating Agreement.

9.12Counterparts. This Operating Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, and facsimile signatures shall have the same binding effect as manual signatures.

9.13Entire Agreement. This Operating Agreement sets forth all of the promises, agreements, conditions and understandings between the parties respecting the subject matter hereof and supersedes all negotiations, conversations, discussions, correspondence, memoranda and agreements between the parties concerning such subject matter.

[Signature Page Follows]

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The undersigned, being the sole Member of the Company, hereby agrees, acknowledges and certifies that the foregoing Operating Agreement constitutes the sole and entire Operating Agreement of DT Realty, LLC, adopted as of the date first written above.

MEMBER:
DTD Tennessee, Inc.
By:	/s/ Gary Philbin
	Gary Philbin, President

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EX-3.19

Exhibit 3.19

ARTICLES OF ORGANIZATION

OF

DT RETAIL PROPERTIES, LLC

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia, the undersigned states as follows:

ARTICLE I

NAME

The name of the limited liability company is DT Retail Properties, LLC.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The post-office address of the initial registered office in Virginia is 999 Waterside Drive, Suite 1700, Norfolk, Virginia 23510, located in the City of Norfolk, Virginia. The registered agent’s name is William A. Old, Jr., whose business address is identical with the registered office. The registered agent is an individual who is a resident of Virginia and a member of the Virginia State Bar.

ARTICLE III

PRINCIPAL OFFICE

The post office address of the principal office where the records will be maintained pursuant to Virginia Code Section 13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320, located in the City of Chesapeake, Virginia.

ARTICLE IV

MANAGEMENT

The limited liability company shall be managed by one or more managers.

IN WITNESS WHEREOF, the undersigned organizer has set forth his signature to these Articles of Organization on this 25th day of May, 2010.

ORGANIZER:

/s/ Lamont Maddox

Lamont Maddox

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

AT RICHMOND, MAY 26, 2010

The State Corporation Commission has found the accompanying articles submitted on behalf of DT Retail Properties, LLC to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this CERTIFICATE OF ORGANIZATION be issued and admitted to record with the articles of organization in the Office of the Clerk of the Commission, effective May 26, 2010.

STATE CORPORATION COMMISSION
By	/s/ James C. Dimitri
	James C. Dimitri
	Commissioner

DLLCACPT

CIS0322

10-05-25-0655

Commonwealth of Virginia

State Corporation Commission

I Certify the Following from the Records of the Commission:

The foregoing is a true copy of the articles of organization filed in the Clerk’s Office of the Commission by DT Retail Properties, LLC on May 26, 2010.

Nothing more is hereby certified.

	Signed and Sealed at Richmond on this Date: January 7, 2015
		/s/ Joel H. Peck
	Joel H. Peck, Clerk of the Commission

CIS0502

EX-3.20

Exhibit 3.20

OPERATING AGREEMENT

OF

DT RETAIL PROPERTIES, LLC

May 26, 2010

TABLE OF CONTENTS

		PAGE
SECTION 1	ORGANIZATIONAL MATTERS	1
1.01	Formation	1
1.02	Name	1
1.03	Principal Office	1
1.04	Purpose	1
1.05	Certificate of Formation; Filings	1
1.06	Fictitious Business Name Statements; Qualification in Other States	1
1.07	Registered Office and Registered Agent	2
1.08	Term	2
SECTION 2	DEFINITIONS	2
SECTION 3	MANAGEMENT	3
3.01	Managers	3
3.02	General Powers of the Managers	3
3.03	Officers	5
3.04	Tenure	6
3.05	Compensation	6
3.06	Managers and Officers Have No Exclusive Duty to Company	6
3.07	Action by Consent	6
SECTION 4	LIMITATION OF LIABILITY; INDEMNIFICATION	6
4.01	Limitation of Liability of Managers and Officers	6
4.02	Indemnity of Managers and Officers	6
4.03	No Personal Liability to Member	8
SECTION 5	ACTION BY THE MEMBER	8
5.01	Meetings	8
5.02	Action by Consent	8
SECTION 6	CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS	8
6.01	Member’s Capital Contributions	8
6.02	Distributions	9
SECTION 7	TAX MATTERS	9
7.01	Tax Filings and Elections	9
SECTION 8	DISSOLUTION AND TERMINATION	9
8.01	Events of Dissolution	9

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8.02	Liquidation	10
8.03	Orderly Liquidation	10
8.04	Distributions	10
8.05	Certificate of Cancellation	10
SECTION 9	MISCELLANEOUS PROVISIONS	11
9.01	Bank Accounts	11
9.02	Books of Account and Records	11
9.03	Application of Virginia Law	11
9.04	Amendments	11
9.05	Construction	11
9.06	Headings	11
9.07	Waivers	11
9.08	Rights and Remedies Cumulative	12
9.09	Severability	12
9.10	Heirs, Successors and Assigns	12
9.11	Creditors	12
9.12	Counterparts	12
9.13	Entire Agreement	12

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OPERATING AGREEMENT

OF

DT RETAIL PROPERTIES, LLC

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.

SECTION 1

ORGANIZATIONAL MATTERS

1.01Formation. The Company was formed as a Virginia limited liability company under the Act on May 26, 2010. The rights and obligations of the Member shall be as provided in the Act, except as otherwise expressly provided herein. In the event of any inconsistency between any terms and conditions contained in this Operating Agreement and any non-mandatory provisions of the Act, the terms and conditions contained in this Operating Agreement shall govern and in the event of any inconsistency between any items and conditions contained in this Operating Agreement and any mandatory provisions of the Act, the terms and conditions of the Act shall govern.

1.02Name. The name of the Company shall be “DT Retail Properties, LLC.”

1.03Principal Office. The principal office of the Company is 500 Volvo Parkway, Chesapeake, Virginia 23320, or such other place as the Managers may from time to time designate. The Company may have other offices at any place or places as may be determined by the Managers.

1.04Purpose. The Company may engage in any and all lawful activities as may be necessary, incidental or convenient to carrying out the business of the Company as contemplated by this Operating Agreement or deemed appropriate by the Managers or the Member.

1.05Certificate of Formation; Filings. The Company executed and filed Articles of Organization with the Virginia State Corporation Commission as required by the Act. Any Manager may execute and file any amendments to the Articles of Organization authorized by the Member from time to time in a form prescribed by the Act. Any Manager also shall cause to be made, on behalf of the Company, such additional filings and recordings as he shall deem necessary or advisable.

1.06Fictitious Business Name Statements; Qualification in Other States. Following the execution of this Operating Agreement, fictitious business name statements and qualifications in various states may be filed and published as deemed necessary by the Managers.

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1.07Registered Office and Registered Agent. The Company shall continuously maintain a registered office and a designated and duly qualified agent for service of process on the Company in the Commonwealth of Virginia. As of the date of this Operating Agreement, the address of the Company’s registered office is 999 Waterside Drive, Suite 1700, Norfolk, Virginia 23510, and its registered agent is William A. Old, Jr. The registered office and registered agent may be changed from time to time by any Manager or by action of the Member.

1.08Term. The Company commenced on May 26, 2010, and shall continue until terminated pursuant to this Operating Agreement.

SECTION 2

DEFINITIONS

The following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein):

(a)“Act” shall mean the Virginia Limited Liability Company Act, Va. Code Section 13.1-1000 et seq., as amended and in force from time to time.

(b)“Affiliate” means, with respect to the Member or any Manager or employee of the Company, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Member, Manager or employee and shall include any relative or spouse of such Member, Manager or employee or any relative of such Member’s, Manager’s or employee’s spouse. As used in the foregoing sentence, the term “control” means possession, directly or indirectly, of the power to direct or cause a direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

(c)“Articles” shall mean the Articles of Organization of the Company as filed and amended with the State Corporation Commission of Virginia from time to time.

(d)“Capital Contribution” shall mean any contribution to the capital of the Company by the Member in cash, property or services, or a binding obligation to contribute cash, property or services, whenever made.

(e)“Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws.

(f)“Company” shall mean DT Retail Properties, LLC, a Virginia limited liability company, as set forth in the Certificate of Organization issued by the Virginia State Corporation Commission on May 26, 2010.

(g)“Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or other association.

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(h)“Fiscal Year” shall mean the Company’s fiscal year, as determined by the Managers or an authorized Officer.

(i)“Manager” shall mean a manager as defined in the Act and as specified in Section 3.

(j)“Member” shall initially mean DT Realty, LLC, a Virginia limited liability company, and thereafter any Person to whom membership interest may be lawfully transferred or issued.

(k)“Officer” shall mean any individual so designated herein or that the Managers designate as an officer of the Company, pursuant to Section 3.03.

(l)“Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

(m)“Person” shall mean any natural person or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so permits.

SECTION 3

MANAGEMENT

3.01Managers. The Company shall be managed under the direction of at least one (1) and not more than five (5) Managers, who shall be called individually a “Manager,” and collectively, the “Managers.” The Managers shall be appointed and may be removed at any time by the Member. The initial Managers of the Company shall be Gary Philbin and Kevin Wampler.

3.02General Powers of the Managers.

(a)Except as otherwise limited in this Operating Agreement, the Managers shall have exclusive right to manage the Company and to make all decisions regarding the business of the Company. The Managers shall carry out the policies, directions, orders and resolutions of the Member in the manner described in this Operating Agreement and as authorized and directed by the Member from time to time. To the extent not inconsistent with the Act, the Articles or the express provisions of this Operating Agreement, all of the Managers shall have the same rights, powers and authority with respect to the Company and each may act independently on behalf of the Company. The Managers may delegate prescribed functions to any Officer, employee, agent or consultant.

(b)The Managers are granted the right, power and authority to do in the name of, and on behalf of, the Company all things that, in his sole judgment, are necessary, proper or desirable to carry out the purposes of the Company, including, but not limited to, the right, power and authority to:

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(i)Enter into, make and perform contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company.

(ii)Open and maintain bank accounts, investment accounts and other arrangements, draw checks and other orders for the payment of money, and designate individuals with authority to sign or give instructions with respect to those accounts and arrangements; provided, that Company funds shall not be commingled with funds from other sources and shall be used solely for the benefit of the Company.

(iii)Collect funds due to the Company.

(iv)Acquire, utilize for the Company’s purposes, maintain and dispose of any assets of the Company.

(v)Pay debts and obligations of the Company, to the extent that funds of the Company are available therefor.

(vi)Borrow money or otherwise commit the credit of the Company for Company activities, and voluntarily prepay or extend any such borrowings.

(vii)Employ from time to time persons, firms or corporations for the operation and management of the Company, including, without limitation, managing agents, contractors, subcontractors, architects, engineers, laborers, suppliers, accountants and attorneys, on such terms and for such compensation as the Managers shall determine, notwithstanding the fact that the Managers or the Member may have a financial interest in such firms or corporations.

(viii)Make elections available to the Company under the Code.

(ix)Obtain general liability, property and other insurance for the Company, as the Managers deem proper.

(x)Take such actions as may be directed by the Member in furtherance of their approval of any matter set forth in Section 4 hereof.

(xi)Do and perform all such things and execute, acknowledge and deliver any and all such instruments as may be in furtherance of the Company’s purposes and necessary and appropriate to the conduct of its business.

(c)The Managers may delegate to one (1) or more of their number the authority to execute any documents or take any other actions deemed necessary or desirable in furtherance of any action that they have authorized on behalf of the Company as provided in Section 3 hereof.

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(d)All actions taken by the Managers on behalf of the Company from the date of its organization to the execution of this Operating Agreement are ratified and confirmed.

3.03Officers.

(a)The Managers may, as they deem appropriate, elect and remove Officers with such authority to act on behalf of the Company as determined by the Managers. The initial Officers and their respective offices are set forth below:

Name	Office
Gary Philbin	President
Bruce Walters	Vice President
Todd Littler	Vice President
Christopher Williams	Vice President
Kevin Wampler	Vice President
Kathleen Mallas	Vice President
Jonathan L. Elder	Vice President
Roger Dean	Vice President
James A. Gorry, III	Secretary, Vice president
Shawnta Totten	Assistant Secretary
Cathy Eichelbaum	Assistant Secretary

(b)President: The president shall be responsible to the Managers and, subject to the Managers, shall be responsible for the general management and control of the business and affairs of the Company and shall devote himself to the Company’s operations under the basic policies set by the Managers. He shall from time to time report to the Managers on matters within his knowledge which the interests of the Company may require be brought to his notice. He shall do and perform such other duties from time to time as may be assigned to him by the Managers.

(c)Vice Presidents: The vice presidents of the Company shall assist the President in carrying out his respective duties and shall perform those duties which may from time to time be assigned to them.

(d)Secretary: The secretary shall keep the minutes of all meetings of the Company in a book or books kept for that purpose. The secretary shall have charge of such books and papers as the Managers may direct. He shall attend to the giving and serving of all notices of the Company and shall also have such other powers and perform such other duties as pertain to his office, or as the Managers or the president may from time to time prescribe.

(e)Assistant Secretaries: In the absence or disability of the secretary or at the direction of the secretary, one or more assistant secretaries shall perform some or all of the duties of the secretary and, when so acting, shall have such powers of, and be subject to the restrictions upon, the secretary. Each assistant secretary shall also perform such other duties as from time to time may be assigned to him by the Managers or the president.

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(f)Other Officers: The Managers may also choose a chief operating officer, chief financial officer, controller, treasurer, general counsel, as well as other officers and agents, with such titles, duties, and powers as the Managers may from time to time determine. Any number of offices may be held by the same person.

3.04Tenure. A Manager or Officer shall hold office until his death, resignation, disqualification or removal.

3.05Compensation. The compensation, if any, of the Managers and Officers shall be fixed from time to time by the Member. The Managers and Officers shall be entitled to reimbursement for expenses incurred by them in performing their duties, according to the policies set by the Member from time to time.

3.06Managers and Officers Have No Exclusive Duty to Company. Unless otherwise expressly provided hereunder or under any other agreement entered into between the Company and such Manager or Officer, no Manager or Officer shall be required to manage the Company as his sole and exclusive function, and he may have other business interests and may engage in other activities in addition to those relating to the Company, and neither the Company nor the Member shall have any right, by virtue of this Operating Agreement, to share or participate in such other investments or activities of such Manager or Officer or to the income or proceeds derived therefrom.

3.07Action by Consent. Any action required or permitted to be taken at a meeting of the Managers may be taken without a meeting if one or more written consents to such action are signed by the Managers. Action taken under this Section is effective when the Managers sign the consent or consents, unless the consent or consents specifies a different effective date.

SECTION 4

LIMITATION OF LIABILITY; INDEMNIFICATION

4.01Limitation of Liability of Managers and Officers. In any proceeding brought by or in the right of the Company or brought by or on behalf of the Member, a Manager or Officer (in his capacity as such) or any of its Affiliates shall not be liable to the Company or its Member for any monetary damages arising out of any transaction, occurrence or course of conduct, unless in such proceeding the Manager, Officer or Affiliate was adjudged to have engaged in willful misconduct or a knowing violation of the criminal law.

4.02Indemnity of Managers and Officers. The Managers and Officers shall be indemnified by the Company under the following circumstances and in the manner and to the extent indicated:

(a)Every Person, and his heirs, executors and administrators, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any kind, whether civil, criminal, administrative, arbitrative or investigative, or

6

was or is the subject of any claim, and whether or not by or in the right of the Company, by reason of his being or having been a Manager or Officer, or by reason of his serving or having served at the request of the Company as a director, officer, manager, employee or agent of another Entity, or at the request of the Company in any capacity that under Federal law regulating employee benefit plans would or might constitute him a fiduciary with respect to any such plan, whether or not such plan is or was for employees of the Company, shall be indemnified by the Company against expenses (including attorneys’ fees), judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of all kinds, actually and reasonably incurred by him in connection with, or resulting from, such action, suit, proceeding or claim, if he acted in good faith and in the manner he reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, provided that no indemnification shall be made in respect of any claim, issue or matter as to which he shall have been adjudicated to be liable to the Company for willful misconduct or a knowing violation of the criminal law in the performance of his duty to the Company unless, and only to the extent, that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, he is fairly and reasonably entitled to indemnity. The termination of any such action, suit or proceeding by judgment, order or conviction, or upon a plea of nolo contendere or its equivalent, or by settlement, shall not of itself create a presumption that any such Person did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company.

(b)Any indemnification under Section 4.02(a) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of such Person is proper in the circumstances because the Manager or Officer had met the applicable standard of conduct set forth in such paragraph. Such determination may be made either (i) by the Managers by a majority vote of a quorum consisting of Managers who were not a party to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested Managers so directs, by independent legal counsel in a written opinion, or (iii) by the Member.

(c)Reasonable expenses (including attorneys’ fees) incurred by or in respect of any such Person in connection with any such action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Company in advance of the final disposition thereof upon receipt of an undertaking by, or on behalf of, such Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company.

(d)The Managers of the Company shall have the power, generally and in specific cases, to indemnify employees and agents of the Company to the same extent as provided in this Section with respect to its Managers.

(e)The provisions of this Section are in addition to, and not in substitution for, any other right to indemnity to which any Person who is or may be indemnified by or pursuant to this Section may otherwise be entitled, and to the powers otherwise accorded by law

7

to the Company to indemnify any such Person and to purchase and maintain insurance on behalf of any such Person against any liability asserted against or incurred by him in any capacity referred to in this Section or arising from his status as serving or having served in any such capacity (whether or not the Company would have the power to indemnify against such liability).

(f)If any provision of this Section shall be adjudicated invalid or unenforceable, such adjudication shall not be deemed to invalidate or otherwise affect any other provision hereof or any power of indemnity which the Company may have under the laws of the Commonwealth of Virginia.

(g)No amendment or repeal of this Section shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

4.03No Personal Liability to Member. Notwithstanding any provision of Section 4.02 above, the indemnification provided in Section 4.02 shall in no event cause the Member to incur any liability to the Company beyond the Member’s total Capital Contributions plus the Member’s share of any undistributed profits of the Company, nor shall it result in any liability of the Member to any third party.

SECTION 5

ACTION BY THE MEMBER

5.01Meetings. Meetings of the Company, for any purpose or purposes, unless otherwise prescribed by statute, may be called by any Manager or the Member at any time.

5.02Action by Consent. Any action required or permitted to be taken at a meeting of the Company may be taken without a meeting if one or more written consents to such action are signed by the Member. Action taken under this Section is effective when the Member signs the consent or consents, unless the consent or consents specifies a different effective date.

SECTION 6

CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS

6.01Member’s Capital Contributions.

(a)Initial Capital Contribution. The Member may make an initial Capital Contribution in an amount the Member deems necessary to cover the start-up expenses of the Company.

(b)Additional Capital Contributions. The Member shall not be required to make any further Capital Contributions beyond those set forth in Section 6.01(a) above.

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(c)Loans. The Managers and Officers may endeavor to obtain a loan or loans to the Company, from time to time, in order to finance the operation of the business of the Company.

(d)Loans to Company by Member. Nothing in this Operating Agreement shall prevent the Member from making secured or unsecured loans to the Company by agreement with the Company in accordance with the terms of this Operating Agreement.

6.02Distributions. Distributions shall be made by the Company to the Member at such times and in such amounts as the Member shall determine in its sole discretion; provided, however, the Company’s obligation, and the Managers’ authority, to make any distribution is subject to the restrictions governing distributions under the Act and such other pertinent governmental restrictions as are now and may hereafter become effective. Currently, among other prohibitions, the Act prohibits the Company from making a distribution to the extent that, after giving effect to the distribution, liabilities of the Company exceed the fair value of the assets of the Company.

SECTION 7

TAX MATTERS

7.01Tax Filings and Elections. The Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Member within a reasonable time after the end of the Company’s fiscal year. All elections permitted to be made by the Company under federal or state laws, including but not limited to any election under Code Section 754, shall be made by the Managers.

SECTION 8

DISSOLUTION AND TERMINATION

8.01Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:

(a)The determination in writing of the Member;

(b)The adjudication of the Company as insolvent within the meaning of insolvency in either bankruptcy or equity proceedings, or the filing of an involuntary petition in bankruptcy against the Company (which is not dismissed within ninety (90) days), or the filing against the Company of a petition for reorganization under the federal bankruptcy code or any state statute (which is not dismissed within ninety (90) days), or a general assignment by the Company for the benefit of creditors, or the voluntary claim (by the Company) that it is insolvent under any provisions of the federal bankruptcy code (or any state insolvency statutes), or the appointment for the Company of a temporary or permanent receiver, trustee, custodian or sequestrator, and such receiver, trustee, custodian or sequestrator is not dismissed within ninety (90) days; or

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(c)As otherwise required by Virginia law.

8.02Liquidation. Upon the dissolution of the Company, it shall wind up its affairs by either or a combination of both of the following methods as the Managers (or if there are no Managers, such Person or Persons appointed by the Member) shall in their sole discretion determine:

(a)Selling the Company’s assets and, after paying the Company’s liabilities or reserving sufficient funds for such liabilities, distributing the net proceeds to the Member in satisfaction of its interest in the Company; and/or,

(b)Distributing the Company’s assets to the Member in kind with the Member accepting the Company’s assets, subject to its liabilities, in satisfaction of its interest in the Company.

8.03Orderly Liquidation. A reasonable time as determined by the Managers (or the Person or Persons carrying out the liquidation) shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to the creditors so as to minimize any losses attendant upon dissolution.

8.04Distributions. Upon dissolution, the Company’s assets (including any cash on hand) shall be distributed in the following order and in accordance with the following priorities:

(a)First, to the payment of the debts and liabilities of the Company (including, but not limited to, loans made by the Member) and the expenses of liquidation, including a sales commission to the selling agent, if any; then

(b)Second, to the setting up of any reserves which the Managers (or the Person or Persons carrying out the liquidation) shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. Said reserves shall be paid over to a bank or an attorney at law as escrow agent to be held for the purpose of disbursing such reserves in payment of any of the aforementioned contingencies. At the expiration of such period as the Managers (or the Person or Persons carrying out the liquidation) shall deem advisable, the Managers shall distribute the balance thereof in the manner provided in the following subparagraph; then

(c)Third, to the Member.

8.05Certificate of Cancellation.

(a)Within a reasonable time following the completion of the liquidation of the Company, there shall be supplied to the Member a statement which shall set forth the assets and the liabilities of the Company as of the date of complete liquidation. Upon completion of the liquidation of the Company and the distribution of all the Company’s assets, the Company shall

10

terminate, and the Member shall execute and record a Certificate of Cancellation of the Company, as well as any and all other documents required to effectuate the dissolution and termination of the Company.

(b)Upon the issuance of the filing of the Certificate of Cancellation, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act. The Managers shall thereafter be trustees for the Member and creditors of the Company and as such shall have authority to distribute any Company property discovered after dissolution, convey real estate, if any, and take such other action as may be necessary on behalf of and in the name of the Company.

SECTION 9

MISCELLANEOUS PROVISIONS

9.01Bank Accounts. The Company shall maintain such bank accounts as any Manager or Officer may determine to be appropriate from time to time.

9.02Books of Account and Records. Proper and complete records and books of account shall be kept or shall be caused to be kept by the Managers in which shall be entered fully and accurately all transactions and other matters relating to the Company in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the principal office of the Company, which initially shall be located at 500 Volvo Parkway, Chesapeake, Virginia 23320, and shall be open to inspection and examination of the Member or its duly authorized representatives during reasonable business hours.

9.03Application of Virginia Law. This Operating Agreement, and the interpretation hereof, shall be governed exclusively by its terms and by the laws of the Commonwealth of Virginia, without reference to its choice of law provisions, and specifically the Act.

9.04Amendments. This Operating Agreement may be amended by the Member at any time.

9.05Construction. Whenever the singular number is used in this Operating Agreement and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa.

9.06Headings. The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.

9.07Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Operating Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

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9.08Rights and Remedies Cumulative. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

9.09Severability. If any provision of this Operating Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.10Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective heirs, legal representatives, successors and assigns.

9.11Creditors. None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditor of the Company or creditor of the Member, in such creditor’s capacity as a creditor. The specific intent of the undersigned is that there shall be no third-party beneficiaries of this Operating Agreement.

9.12Counterparts. This Operating Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, and facsimile signatures shall have the same binding effect as manual signatures.

9.13Entire Agreement. This Operating Agreement sets forth all of the promises, agreements, conditions and understandings between the parties respecting the subject matter hereof and supersedes all negotiations, conversations, discussions, correspondence, memoranda and agreements between the parties concerning such subject matter.

[Signature Page Follows]

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The undersigned, being the sole Member of the Company, hereby agrees, acknowledges and certifies that the foregoing Operating Agreement constitutes the sole and entire Operating Agreement of DT Retail Properties, LLC, adopted as of the date first written above.

MEMBER:
DT Realty, LLC
By:	/s/ Gary Philbin
	Gary Philbin, Manager

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EX-3.21

Exhibit 3.21

CERTIFICATE OF INCORPORATION

OF

DTD TENNESSEE, INC.

1.The name of the corporation is: DTD Tennessee, Inc.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The total number of shares of stock which the corporation shall have authority to issue is; Three Thousand (3,000); all of such shares shall be without par value.

5.The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
William A. Old, Jr.	1700 Dominion Tower
	999 Waterside Drive
	Norfolk, VA 23510

6.The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME	MAILING ADDRESS
William A. Old, Jr.	1700 Dominion Tower
	999 Waterside Drive
	Norfolk, VA 23510

7.The corporation is to have perpetual existence.

8.In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

9.Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as he case may be, and also on this corporation.

10.The corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

11.A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 26th day of December, 2000.

/s/ William A. Old, Jr.

William A. Old, Jr.

EX-3.22

Exhibit 3.22

DTD TENNESSEE, INC.

BY-LAWS

ARTICLE I

OFFICES

The principal office of the Corporation shall be in the City of Norfolk, Virginia.

ARTICLE II

STOCKHOLDERS

1.PLACE OF MEETING: Meetings of the stockholders shall be held at the principal office of the Corporation or at such other place which shall be approved by the Board of Directors and designated in the notice of the meeting. Meetings may be held either within or without the Commonwealth of Virginia.

2.ANNUAL MEETING: The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting, and any postponement or adjournment thereof, shall be held on such date and at such time as the Board of Directors in its discretion determines.

3.SPECIAL MEETINGS: Unless otherwise provided by law, special meetings of the stockholders may be called only by a majority of the Board of Directors, the chairman of the Board, the president of the Corporation, or the holders of at least twenty percent (20%) of the number of shares of the Corporation at the time outstanding, whenever deemed necessary.

4.NOTICES: Written notice by mail shall be given in accordance with Article VIII, Section 1, stating the place, date and hour of a meeting of stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, to each stockholder of record entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting. The notice shall be deemed to be given when it is deposited with postage prepaid in the United States mail addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. Notice of a meeting to act on an amendment of the Articles of Incorporation, a plan of merger, consolidation or share exchange, a proposed sale of all, or substantially all, of the Corporation’s assets, otherwise than in the usual and regular course of business, or the dissolution of the Corporation shall be given in the manner provided above not less than twenty-five (25) nor more than sixty (60) days before the date of the meeting. Such notice shall be accompanied by a copy of the proposed amendment or plan of reduction or merger, consolidation or exchange.

Notwithstanding the foregoing, a written waiver of notice signed by the person or person entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A stockholder who attends a meeting shall be deemed to have waived objection to lack of notice or defective notice of the meeting, unless at the beginning of the meeting he objects to holding the meeting or transacting business at the meeting.

5.ORGANIZATION AND ORDER OF BUSINESS: At all meetings of the stockholders the chairman of the Board of Directors or, in his absence, the president, shall act as chairman. In the absence of the foregoing officers or, if present, with their consent, a majority of the shares entitled to vote at such meeting may appoint any person to act as chairman. The secretary of the Corporation or, in his absence, an assistant secretary, shall act as secretary at all meetings of the stockholders. In the event that neither the secretary nor any assistant secretary is present, the chairman may appoint any person to act as secretary of the meeting.

The chairman shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

At a special meeting of stockholders, no business shall be transacted and no corporate action taken other than that stated in the notice of the meeting.

6.VOTING: A stockholder may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No stockholder may authorize more than four persons to act for him, and any proxy shall be delivered to the secretary of the meeting at or prior to the time designated by the chairman or in the order of business for so delivering such proxies. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall, as to all matters in respect of which stock of such class has voting power, be entitled to such vote as is provided in the Articles of Incorporation for each share of stock of such class standing in his name on the books of the Corporation. Unless required by statute or determined by the chairman to be advisable, the vote on any questions need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting or by such stockholder’s proxy, if there be such proxy.

7.INSPECTORS: At every meeting of the stockholders for election of directors, the proxies shall be received and taken in charge, all ballots shall be received and counted and all questions touching the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided, by two inspectors. Such inspectors shall be appointed by the chairman of the meeting. They shall be sworn faithfully to perform their duties and shall in writing certify to the

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returns. No candidate for election as director shall be appointed or act as inspector.

8.QUORUM: At all meetings of the stockholders, unless a greater number of voting by classes is required by law, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. Treasury shares and shares held by a corporation of which the Corporation owns a majority of the shares entitled to vote for the directors thereof shall not be entitled to vote or to be counted in determining the total number of outstanding shares entitled to vote. If a quorum is present, the affirmative vote of a majority of the shares represented and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number is required by law or the Articles of Incorporation, except that in the election of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority. Less than a quorum may adjourn. If a meeting is adjourned for lack of a quorum, any matter which might have properly come before the original meeting may come before the adjourned meeting when reconvened.

ARTICLE III

DIRECTORS

1.RESPONSIBILITY OF DIRECTORS: The affairs and business of the Corporation shall be under the management of its Board of Directors and such officers and agents as the Board of Directors may elect and employ.

2.NUMBER OF DIRECTORS: The Board of Directors shall consist of at least two but not more than six (6) directors. Directors shall be elected by the stockholders for terms of one (1) year and shall serve until the election of their successors.

3.ELECTION AND REMOVAL OF DIRECTORS; QUORUM:

(a)Directors shall be elected at each annual meeting of shareholders to succeed those directors whose terms have expired and to fill any vacancies then existing.

(b)Directors shall hold their offices for terms of one year and until their successors are elected. Any director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of directors.

(c)Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board, and the term of office of any director so elected shall expire at the next shareholders’ meeting at which directors are elected.

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4.DIRECTORS’ MEETINGS: The annual meeting of the directors shall be held immediately after the annual meeting of the stockholders. The Board of Directors, as soon as may be convenient after the annual meeting of the stockholders at which such directors are elected, shall elect from their number a president and chief executive officer (sometimes referred to herein as “president”) and a Chairman of the Board. Special meetings may be called by any director by giving notice of the time and place in accordance with Section 6 of this Article. Special meetings of the Board of Directors (or any committee of the Board) may be held by telephone or similar communication equipment whereby all persons participating in the meeting can hear each other, at such time as may be prescribed, upon call of any member of the Board.

5.QUORUM AND MANNER OF ACTING: Except where otherwise provided by law, a quorum shall be a majority of the directors, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum be had. Notice of any such adjourned meeting need not be given. Action may be taken by the directors or a committee of the Board of Directors without a meeting if a written consent setting forth the action, shall be signed by all of the directors or committee members either before or after such action. Such consent shall have the same force and effect as a unanimous vote.

6.NOTICE OF MEETING: At the annual meeting of the Board of Directors each year and at any meeting thereafter, the Board shall designate the dates, times and places of regular meetings of the Board for the ensuing calendar year, and no notice of any kind need be given thereafter with respect to such regular meetings. Notice of any special meeting of the Board shall be by oral, telegraphic or written notice duly given to each director not less than forty-eight (48) hours before the date of the proposed meeting.

7.WAIVER OF NOTICE: Whenever any notice is required to be given to a director of any meeting for any purpose under the provisions of law, the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless he at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

8.COMPENSATION: Directors shall not receive a stated salary for their services, but directors may be paid a fixed sum and expenses for attendance at any regular or special meeting of the Board of Directors or any meeting of any committee and such other compensation as the Board of Directors shall determine. A director may serve or be employed by the

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Corporation in any other capacity and receive compensation therefor.

9.COMMITTEES: In addition to the executive committee authorized by Article IV of these By-Laws, other committees, consisting of two or more directors, may be designated by the Board of Directors by a resolution adopted by the greater number of a. a majority of all directors in office at the time the action is being taken or b. the number of directors required to take action under Article III, Section 5 hereof. Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as limited by law.

ARTICLE IV.

EXECUTIVE COMMITTEE

1.HOW CONSTITUTED AND POWERS: The Board of Directors, by resolution adopted pursuant to Article III, Section 9 hereof, may designate, in addition to the chairman of the Board of Directors, one or more directors to constitute an executive committee, who shall serve during the pleasure of the Board of Directors. The executive committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all of the authority of the Board of Directors.

2.ORGANIZATION, ETC.: The executive committee may choose a chairman and secretary. The executive committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

3.MEETINGS: Meetings of the executive committee may be called by any member of the committee. Notice of each such meeting, which need not specify the business to be transacted thereat, shall be mailed to each member of the committee, addressed to his residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such place by telegraph, telex or telecopy or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held.

4.QUORUM AND MANNER OF ACTING: A majority of the executive
committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a committee, and the individual members shall have no powers as such.

5.REMOVAL: Any member of the executive committee may be
removed, with or without cause, at any time, by the Board of Directors.

6.VACANCIES: Any vacancy in the executive committee shall be

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filled by the Board of Directors.

ARTICLE V.

OFFICERS

1.NUMBER: The officers of the Corporation shall be a chairman of the Board of Directors, a president and chief executive officer, one or more vice chairmen of the Board of Directors (if elected by the Board of Directors), one or more vice presidents (one or more of whom may be designated executive vice president or senior vice president), a chief financial officer, a treasurer, a controller, a secretary, and such other assistant treasurers, assistant controllers, assistant secretaries and other officers as may from time to time be chosen by the Board of Directors. Any two or more offices may be held by the same person.

2.ELECTION, TERM OF OFFICE AND QUALIFICATIONS: All officers of the Corporation shall be chosen annually by the Board of Directors, and each officer shall hold office until his successor shall have been duly chosen and qualified or until he shall resign or shall have been removed in the manner hereinafter provided. The chairman of the Board of Directors, the president and chief executive officer, and the vice chairman of the Board of Directors (if any) shall be chosen from among the directors.

3.VACANCIES: If any vacancy shall occur among the officers of the Corporation, such vacancy shall be filled by the Board of Directors.

4.OTHER OFFICERS, AGENTS AND EMPLOYEES - THEIR POWERS AND DUTIES: The Board of Directors may from time to time appoint such other officers as the Board of Directors may deem necessary, to hold office for such time as may be designated by it or during its pleasure, and the Board of Directors or the chairman of the Board of Directors may appoint, from time to time, such agents and employees of the Corporation as may be deemed proper, and may authorize any officers to appoint and remove agents and employees. The Board of Directors or the chairman of the Board of Directors may from time to time prescribe the powers and duties of such other officers, agents and employees of the Corporation.

5.REMOVAL: Any officer, agent or employee of the Corporation may be removed, either with or without cause, by a vote of a majority of the Board of Directors or, in the case of any agent or employee not appointed by the Board of Directors, by a superior officer upon whom such power of removal may be conferred by the Board of Directors or the chairman of the Board of Directors.

6.CHAIRMAN OF THE BOARD OF DIRECTORS: The chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors and shall be a member of the executive committee. The chairman shall be responsible for such management and control of the business and affairs of the Corporation as shall be determined by the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried

6

into effect. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to its notice. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

7.PRESIDENT AND CHIEF EXECUTIVE OFFICER: In the absence of the chairman of the Board of Directors, the president and chief executive officer shall preside at meetings of the stockholders and of the Board of Directors. He shall be responsible to the Board of Directors and, subject to the Board of Directors, shall be responsible for the general management and control of the business and affairs of the Corporation and shall devote himself to the Corporation’s operations under the basic policies set by the Board of Directors. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence of the chairman of the Board of Directors, he shall have all of the powers and the duties of the chairman of the Board of Directors. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

8.VICE CHAIRMEN OF THE BOARD OF DIRECTORS: In the absence of the chairman of the Board of Directors and the president, the vice chairman of the Board of Directors designated for such purpose by the chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors. Each vice chairman of the Board of Directors shall be responsible to the chairman of the Board of Directors. Each vice chairman of the Board of Directors shall from time to time report to the chairman of the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence or inability to act of the chairman of the Board of Directors and the president, such vice chairman of the Board of Directors as the chairman of the Board of Directors may designate for the purpose shall have the powers and discharge the duties of the chairman of the Board of Directors. The Board of Directors may designate a vice chairman of the Board of Directors who shall have the powers and discharge the duties of the chairman of the Board of Directors.

9.VICE PRESIDENTS: The vice presidents of the Corporation shall assist the chairman of the Board of Directors, the president and the vice chairmen of the Board of Directors in carrying out their respective duties and shall perform those duties which may from time to time be assigned to them.

10.TREASURER: The treasurer shall have charge of the funds, securities, receipts and disbursements of the Corporation. He shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may from time to time designate. He shall render to the Board of Directors, the chairman of the Board of Directors, the president, the vice chairmen of the Board of Directors, and the chief financial officer, whenever required by any of them, an account of all of his transactions as treasurer. If required, he

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shall give a bond in such sum as the Board of Directors may designate, conditioned upon the faithful performance of the duties of his office and the restoration to the Corporation at the expiration of his term of office or in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession or under his control belonging to the Corporation. He shall perform such other duties as from time to time may be assigned to him.

11.ASSISTANT TREASURERS: In the absence or disability of the treasurer, one or more assistant treasurers shall perform all the duties of the treasurer and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the treasurer. Each assistant treasurer shall also perform such other duties as from time to time may be assigned to him.

12.SECRETARY: The secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in a book or books kept for that purpose. He shall keep in safe custody the seal of the Corporation, and shall affix such seal to any instrument requiring it. The secretary shall have charge of such books and papers as the Board of Directors may direct. He shall attend to the giving and serving of all notices of the Corporation and shall also have such other powers and perform such other duties as pertain to his office, or as the Board of Directors, the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors may from time to time prescribe.

13.ASSISTANT SECRETARIES: In the absence or disability of the secretary, one or more assistant secretaries shall perform all of the duties of the secretary and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the secretary. Each assistant secretary shall also perform such other duties as from time to time may be assigned to him.

14.CONTROLLER: The controller shall be administrative head of the controller’s department. He shall be in charge of all functions relating to accounting and the preparation and analysis of budgets and statistical reports and shall establish, through appropriate channels, recording and reporting procedures and standards pertaining to such matters. He shall report to the chief financial officer and shall aid in developing internal corporate policies whereby the business of the Corporation shall be conducted with the maximum safety, efficiency and economy, and he shall be available to all departments of the Corporation for advice and guidance in the interpretation and application of policies which are within the scope of his authority. He shall perform such other duties as from time to time may be assigned to him.

15. ASSISTANT CONTROLLERS: In the absence or disability of the controller, one or more assistant controllers shall perform all of the duties of the controller and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the controller. Each assistant controller shall also perform such other duties as from time to time may be assigned

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to him.

ARTICLE VI.

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

1.CONTRACTS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president, the treasurer and such other persons as the chairman of the Board of Directors may authorize shall have the power to execute any contract or other instrument on behalf of the Corporation; no other officer, agent or employee shall, unless otherwise provided in these By-Laws, have any power or authority to bind the Corporation by any contract or acknowledgment, or pledge its credit or render it monetarily liable for any purpose or to any amount.

2.LOANS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, the executive vice president, the treasurer and such other persons as the Board of Directors may authorize shall have the power to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any corporation, firm or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the Corporation, may pledge, hypothecate or transfer any and all stock, securities and other personal property at any time held by the Corporation, and to that end endorse, assign and deliver the same.

3.VOTING OF STOCK HELD: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may from time to time appoint an attorney or attorneys or agent or agents of the Corporation to cast the votes that the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any other such corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation such written proxies, consents, waivers or other instruments as such officer may deem necessary or proper in the premises; or the chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may himself attend any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any and all powers of the Corporation as the holder of such stock or other securities of such other corporation.

4.COMPENSATION: The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

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ARTICLE VII.

STOCK CERTIFICATES

1.FORM OF STOCK CERTIFICATE: The certificates of stock of the Corporation shall be numbered and entered in the books of the Corporation as they are issued. They shall be signed manually or by the use of a facsimile signature, i) by the chairman of the Board of Directors, by the president, or by a vice president designated by the Board of Directors and ii) countersigned by the secretary or an assistant secretary. They shall bear the corporate seal or a facsimile thereof. The Board of Directors of the Corporation may issue scrip in registered or bearer form, which shall entitle the holder to receive a certificate for a full share. Scrip shall not entitle the holder to exercise voting rights or to receive dividends thereon or to participate in any of the assets of the Corporation in the event of liquidation. The Board may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date or subject to any other conditions that it may deem advisable. No fractional shares shall be issued.

2.LOST CERTIFICATES: The president or secretary may direct a new certificate or certificates to be issued in place of any lost or destroyed certificate or certificates previously issued by the Corporation if the person or persons who claim the certificate or certificates make an affidavit stating the certificates of stock have been lost or destroyed. When authorizing the issuance of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the legal representative, to advertise the same in such manner as the Corporation shall require and/or to give the Corporation a bond, in such sum as the Corporation may direct, to indemnify the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.

3.TRANSFER OF STOCK: Upon surrender to the Corporation, or to the transfer agent of the Corporation, if any, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

4.REGISTERED STOCKHOLDERS: The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. The Corporation shall not be liable for registering any transfer of shares which are registered in the name of a fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad faith.

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ARTICLE VIII.

MISCELLANEOUS

1.NOTICES: Each stockholder, director and officer shall furnish in writing to the secretary of the Corporation the address to which notices of every kind may be delivered or mailed. If such person fails to furnish an address, and the Post Office advises the Corporation that the address furnished is no longer the correct address, the Corporation shall not be required to deliver or mail any notice to such person. Whenever notice is required by applicable law, the Articles of Incorporation or these By-Laws, a written waiver of such notice signed before or after the time stated in the waiver or, in the case of a meeting, the attendance, of a stockholder or director (except for the sole purpose of objecting) or, in the case of a unanimous consent, the signing of the consent, shall be deemed a waiver of notice.

2.REGISTERED OFFICE AND AGENT: The Corporation shall at all times have a registered office and a registered agent.

3.CORPORATE RECORDS: The Corporation shall keep correct and complete books and records of accounts and minutes of the stockholders’ and directors’ meetings, and shall keep at its registered office or principal place of business, or at the office of its transfer agent, if any, a record of its stockholders, including the names and addresses of all stockholders and the number, class, and series of the shares held by each. Any person who shall have been a stockholder of record for at least six months immediately preceding demand, or who shall be the holder of record of a least five per cent (5%) of all the outstanding shares of the Corporation, upon written request stating the purpose therefor, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books and records of account of the Corporation, minutes and record of stockholders, and to make copies or extracts therefrom.

4.REQUIREMENT FOR FINANCIAL STATEMENT: Upon the written request of any stockholder, the Corporation shall mail to the stockholder its most recent published financial statement.

5.SEAL: The seal of the Corporation shall be a flat faced circular die containing the word “SEAL” in the center and the name of the Corporation around the circumference.

6.AMENDMENT OF BY-LAWS: The power to alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made by the Board of Directors may be repealed or changed or new By-Laws adopted by the stockholders and the stockholders may prescribe that any By-Law adopted by them may not be altered, amended or repealed by the Board of Directors.

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7.FISCAL YEAR: The fiscal year of the Corporation shall be the calendar year.

8.GENERAL: Any matters not specifically covered by these By-Laws shall be governed by the applicable provisions of the Code of Virginia in force at the time.

ARTICLE IX.

EMERGENCY BY-LAWS

If a quorum of the Board of Directors cannot readily be assembled because of a catastrophic event, and only in such event, these By-Laws shall, without further action by the Board of Directors, be deemed to have been amended for the duration of such emergency, as follows:

1.The third sentence of Section 4 of Article III shall read as follows:

Special meetings of the Board of Directors (or any committee of the Board) shall be held whenever called by order of any director or of any person having the powers and duties of the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors.

2.Section 5 of Article III shall read as follows:

The directors present at any regular or special meeting called in accordance with these By-Laws shall constitute a quorum for the transaction of business at such meeting, and the action of a majority of such directors shall be the act of the Board of Directors, provided, however, that in the event that only one director is present at any such meeting no action except the election of directors shall be taken until at least two additional directors have been elected and are in attendance.

Approved:
	Secretary

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EX-3.23

Exhibit 3.23

CERTIFICATE OF INCORPORATION

OF

GREENBRIER INTERNATIONAL, INC.

A STOCK CORPORATION

FIRST. The name of the Corporation is GREENBRIER INTERNATIONAL, INC.

SECOND. Its registered office in the State of Delaware is to be located at One Rodney Square - 10th Floor, 10th & King Streets, in the City of Wilmington, County of New Castle, Zip Code 19801. The initial registered agent in charge thereof is RL&F Service Corp.

THIRD. The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. The aggregate number of shares that the Corporation shall have authority to issue is one thousand (1000) shares of stock having no par value. All the stock of the Corporation shall be of the same class, common. The common stock of the Corporation shall have unlimited voting rights. The common stock of the Corporation is entitled to receive the net assets of the Corporation upon dissolution.

FIFTH. The name and mailing address of the incorporator are as follows:

William A. Old, Jr.

Hofheimer Nusbaum, P.C.

1700 Dominion Tower

999 Waterside Drive

Norfolk, Virginia 23510

SIX. The powers of the incorporator are to terminate upon the filing of the Certificate of Incorporation. The initial Board of Director shall consist of three (3) directors. The names and addresses of the persons who are to serve as the directors until the first annual meeting of shareholders or until their successors are elected and have qualified are:

Bob L. Sasser	500 Volvo Parkway
	Chesapeake, Virginia 23320
Robert H. Rudman	500 Volvo Parkway
	Chesapeake, Virginia 23320
Frederick C. Coble	500 Volvo Parkway
	Chesapeake, Virginia 23320

SEVENTH. No holder of (a) stock of any class of the Corporation, whether now or hereafter authorized, (b) any warrants, rights or options to purchase such stock, or (c) any securities or obligations convertible into any such stock or into any warrants, rights or options to purchase any such stock (the interests referred to in clauses (a), (b) and (c) being hereinafter referred to as “equity interest”) shall have (i) any pre-emptive right to purchase or subscribe to any equity interests that may hereafter be created, issued or sold or (ii) any right of subscription to any equity interest.

EIGHTH. To the fullest extent that the General Corporation Law of Delaware permits the limitation or elimination of the liability of an eligible person (as defined below), no eligible person shall be liable to the Corporation or its stockholders for monetary damages arising out of any transaction, occurrence or course of conduct. As used in this Certificate, “eligible person” means any person who is or was a director or officer of the Corporation, or while serving as such director or officer, is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, affiliated corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

NINTH. To the fullest extent permitted by the General Corporation Law of Delaware, the Corporation shall indemnify any eligible person who was or is a party to any proceeding, including a proceeding brought by or in the right of the Corporation or brought by or on behalf of the stockholders of the Corporation, against any liability incurred by him or her in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of the criminal law. To the same extent, the Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any eligible person against liability and/or to advance or reimburse his expenses in respect to any proceedings arising from any act or omission, whether occurring before or after the execution of such contract. The Corporation may purchase and maintain insurance to indemnify itself or any eligible person against the whole or any portion of the liability assumed by it in accordance with this provision.

I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 9th day of October, 2003.

/s/ William A. Old, Jr.

William A. Old, Jr., Incorporator

EX-3.24

Exhibit 3.24

GREENBRIER INTERNATIONAL, INC.

BY-LAWS

ARTICLE I.

OFFICES

The principal office of the Corporation shall be in the City of Norfolk, Virginia.

ARTICLE II.

STOCKHOLDERS

1.PLACE OF MEETING: Meetings of the stockholders shall be held at the principal office of the Corporation or at such other place which shall be approved by the Board of Directors and designated in the notice of the meeting. Meetings may be held either within or without the Commonwealth of Virginia.

2.ANNUAL MEETING: The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting, and any postponement or adjournment thereof, shall be held on such date and at such time as the Board of Directors in its discretion determines.

3.SPECIAL MEETINGS. Unless otherwise provided by law, special meetings of the stockholders may be called only by a majority of the Board of Directors, the chairman of the Board, the president of the Corporation, or the holders of at least twenty percent (20%) of the number of shares of the Corporation at the time outstanding, whenever deemed necessary.

4.NOTICES. Written notice by mail shall be given in accordance with Article VIII, Section 1, stating the place, date and hour of a meeting of stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, to each stockholder of record entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the president, the secretary, or the officer or persons calling the meeting. The notice shall be deemed to be given when it is deposited with postage prepaid in the United States mail addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. Notice of a meeting to act on an amendment of the Articles of Incorporation, a plan of merger, consolidation or share exchange, a proposed sale of all, or substantially all, of the Corporation’s assets, otherwise than in the usual and regular course of business, or the dissolution of the Corporation shall be given in the manner provided above not less than twenty-five (25) nor more than sixty (60) days before the date of the meeting. Such notice shall be accompanied by a copy of the proposed amendment or plan of reduction or merger, consolidation or exchange.

Notwithstanding the foregoing, a written waiver of notice signed by the person or person entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A stockholder who attends a meeting shall be deemed to have waived objection to lack of notice or defective notice of the meeting,

unless at the beginning of the meeting he objects to holding the meeting or transacting business at the meeting.

5.ORGANIZATION AND ORDER OF BUSINESS: At all meetings of the stockholders the chairman of the Board of Directors or, in his absence, the president, shall act as chairman. In the absence of the foregoing officers or, if present, with their consent, a majority of the shares entitled to vote at such meeting may appoint any person to act as chairman. The secretary of the Corporation or, in his absence, an assistant secretary, shall act as secretary at all meetings of the stockholders. In the event that neither the secretary nor any assistant secretary is present, the chairman may appoint any person to act as secretary of the meeting.

The chairman shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

At a special meeting of stockholders, no business shall be transacted and no corporate action taken other than that stated in the notice of the meeting.

6.VOTING: A stockholder may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No stockholder may authorize more than four persons to act for him, and any proxy shall be delivered to the secretary of the meeting at or prior to the time designated by the chairman or in the order of business for so delivering such proxies. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall, as to all matters in respect of which stock of such class has voting power, be entitled to such vote as is provided in the Articles of Incorporation for each share of stock of such class standing in his name on the books of the Corporation. Unless required by statute or determined by the chairman to be advisable, the vote on any questions need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting or by such stockholder’s proxy, if there be such proxy.

7.INSPECTORS: At every meeting of the stockholders for election of directors, the proxies shall be received and taken in charge, all ballots shall be received and counted and all questions touching the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided, by two inspectors. Such inspectors shall be appointed by the chairman of the meeting. They shall be sworn faithfully to perform their duties and shall in writing certify to the returns. No candidate for election as director shall be appointed or act as inspector.

8.QUORUM: At all meetings of the stockholders, unless a greater number of voting by classes is required by law, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. Treasury shares and shares held by a corporation of which the Corporation owns a majority of the shares entitled to vote for the directors thereof shall not be entitled to vote or to be counted in determining the total number of outstanding shares entitled to vote. If a quorum is present, the affirmative vote

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of a majority of the shares represented and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number is required by law or the Articles of Incorporation, except that in the election of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority. Less than a quorum may adjourn. If a meeting is adjourned for lack of a quorum, any matter which might have properly come before the original meeting may come before the adjourned meeting when reconvened.

ARTICLE III.

DIRECTORS

1.RESPONSIBILITY OF DIRECTORS: The affairs and business of the Corporation shall be under the management of its Board of Directors and such officers and agents as the Board of Directors may elect and employ.

2.NUMBER OF DIRECTORS: The Board of Directors shall consist of at least two but not more than six (6) directors. Directors shall be elected by the stockholders for terms of one (1) year and shall serve until the election of their successors.

3.ELECTION AND REMOVAL OF DIRECTORS: QUORUM:

(a)Directors shall be elected at each annual meeting of shareholders to succeed those directors whose terms have expired and to fill any vacancies then existing.

(b)Directors shall hold their offices for terms of one year and until their successors are elected. Any director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of directors.

(c)Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board, and the term of office of any director so elected shall expire at the next shareholders’ meeting at which directors are elected.

4.DIRECTORS’ MEETINGS: The annual meeting of the directors shall be held immediately after the annual meeting of the stockholders. The Board of Directors, as soon as may be convenient after the annual meeting of the stockholders at which such directors are elected, shall elect from their number a president and chief executive officer (sometimes referred to herein as “president”) and a Chairman of the Board. Special meetings may be called by any director by giving notice of the time and place in accordance with Section 6 of this Article. Special meetings of the Board of Directors (or any committee of the Board) may be held by telephone or similar communication equipment whereby all persons participating in the meeting can hear each other, at such time as may be prescribed, upon call of any member of the Board.

5.QUORUM AND MANNER OF ACTING: Except where otherwise provided by law, a quorum shall be a majority of the directors, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present may adjourn

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the meeting from time to time until a quorum be had. Notice of any such adjourned meeting need not be given. Action may be taken by the directors or a committee of the Board of Directors without a meeting if a written consent setting forth the action, shall be signed by all of the directors or committee members either before or after such action. Such consent shall have the same force and effect as a unanimous vote.

6.NOTICE OF MEETING: At the annual meeting of the Board of Directors each year and at any meeting thereafter, the Board shall designate the dates, times and places of regular meetings of the Board for the ensuing calendar year, and no notice of any kind need be given thereafter with respect to such regular meetings. Notice of any special meeting of the Board shall be by oral, telegraphic or written notice duly given to each director not less than forty-eight (48) hours before the date of the proposed meeting.

7.WAIVER OF NOTICE: Whenever any notice is required to be given to a director of any meeting for any purpose under the provisions of law, the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless he at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

8.COMPENSATION: Directors shall not receive a stated salary for their services, but directors may be paid a fixed sum and expenses for attendance at any regular or special meeting of the Board of Directors or any meeting of any committee and such other compensation as the Board of Directors shall determine. A director may serve or be employed by the Corporation in any other capacity and receive compensation therefor.

9.COMMITTEES: In addition to the executive committee authorized by Article IV of these By-Laws, other committees, consisting of two or more directors, may be designated by the Board of Directors by a resolution adopted by the greater number of i) a majority of all directors in office at the time the action is being taken or ii) the number of directors required to take action under Article III, Section 5 hereof. Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as limited by law.

ARTICLE IV.

EXECUTIVE COMMITTEE

1.HOW CONSTITUTED AND POWERS: The Board of Directors, by resolution adopted pursuant to Article III, Section 9 hereof, may designate, in addition to the chairman of the Board of Directors, one or more directors to constitute an executive committee, who shall serve during the pleasure of the Board of Directors. The executive committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all of the authority of the Board of Directors.

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2.ORGANIZATION, ETC.: The executive committee may choose a chairman and secretary. The executive committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

3.MEETINGS: Meetings of the executive committee may be called by any member of the committee. Notice of each such meeting, which need not specify the business to be transacted thereat, shall be mailed to each member of the committee, addressed to his residence or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such place by telegraph, telex or telecopy or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held.

4.QUORUM AND MANNER OF ACTING: A majority of the executive committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a committee, and the individual members shall have no powers as such.

5.REMOVAL: Any member of the executive committee may be removed, with or without cause, at any time, by the Board of Directors.

6.VACANCIES: Any vacancy in the executive committee shall be filled by the Board of Directors.

ARTICLE V.

OFFICERS

1.NUMBER: The officers of the Corporation shall be a chairman of the Board of Directors, a president and chief executive officer, one or more vice chairmen of the Board of Directors (if elected by the Board of Directors), one or more vice presidents (one or more of whom may be designated executive vice president or senior vice president), a chief financial officer, a treasurer, a controller, a secretary, and such other assistant treasurers, assistant controllers, assistant secretaries and other officers as may from time to time be chosen by the Board of Directors. Any two or more offices may be held by the same person.

2.ELECTION, TERM OF OFFICE AND QUALIFICATIONS: All officers of the Corporation shall be chosen annually by the Board of Directors, and each officer shall hold office until his successor shall have been duly chosen and qualified or until he shall resign or shall have been removed in the manner hereinafter provided. The chairman of the Board of Directors, the president and chief executive officer, and the vice chairman of the Board of Directors (if any) shall be chosen from among the directors.

3.VACANCIES: If any vacancy shall occur among the officers of the Corporation, such vacancy shall be filled by the Board of Directors.

4.OTHER OFFICERS, AGENTS AND EMPLOYEES - THEIR POWERS AND DUTIES: The Board of Directors may from time to time appoint such other officers as the Board of Directors may deem necessary, to hold office for such time as may be designated

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by it or during its pleasure, and the Board of Directors or the chairman of the Board of Directors may appoint, from time to time, such agents and employees of the Corporation as may be deemed proper, and may authorize any officers to appoint and remove agents and employees. The Board of Directors or the chairman of the Board of Directors may from time to time prescribe the powers and duties of such other officers, agents and employees of the Corporation.

5.REMOVAL: Any officer, agent or employee of the Corporation may be removed, either with or without cause, by a vote of a majority of the Board of Directors or, in the case of any agent or employee not appointed by the Board of Directors, by a superior officer upon whom such power of removal may be conferred by the Board of Directors or the chairman of the Board of Directors.

6.CHAIRMAN OF THE BOARD OF DIRECTORS: The chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors and shall be a member of the executive committee. The chairman shall be responsible for such management and control of the business and affairs of the Corporation as shall be determined by the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to its notice. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

7.PRESIDENT AND CHIEF EXECUTIVE OFFICER: In the absence of the chairman of the Board of Directors, the president and chief executive officer shall preside at meetings of the stockholders and of the Board of Directors. He shall be responsible to the Board of Directors and, subject to the Board of Directors, shall be responsible for the general management and control of the business and affairs of the Corporation and shall devote himself to the Corporation’s operations under the basic policies set by the Board of Directors. He shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence of the chairman of the Board of Directors, he shall have all of the powers and the duties of the chairman of the Board of Directors. He shall do and perform such other duties from time to time as may be assigned to him by the Board of Directors.

8.VICE CHAIRMEN OF THE BOARD OF DIRECTORS: In the absence of the chairman of the Board of Directors and the president, the vice chairman of the Board of Directors designated for such purpose by the chairman of the Board of Directors shall preside at meetings of the stockholders and of the Board of Directors. Each vice chairman of the Board of Directors shall be responsible to the chairman of the Board of Directors. Each vice chairman of the Board of Directors shall from time to time report to the chairman of the Board of Directors on matters within his knowledge which the interests of the Corporation may require be brought to his notice. In the absence or inability to act of the chairman of the Board of Directors and the president, such vice chairman of the Board of Directors as the chairman of the Board of Directors may designate for the purpose shall have the powers and discharge the duties of the chairman of the Board of Directors. The Board of Directors may designate a vice chairman of the Board of Directors who shall have the powers and discharge the duties of the chairman of the Board of Directors.

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9.VICE PRESIDENTS: The vice presidents of the Corporation shall assist the chairman of the Board of Directors, the president and the vice chairmen of the Board of Directors in carrying out their respective duties and shall perform those duties which may from time to time be assigned to them.

10.TREASURER: The treasurer shall have charge of the funds, securities, receipts and disbursements of the Corporation. He shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may from time to time designate. He shall render to the Board of Directors, the chairman of the Board of Directors, the president, the vice chairmen of the Board of Directors, and the chief financial officer, whenever required by any of them, an account of all of his transactions as treasurer. If required, he shall give a bond in such sum as the Board of Directors may designate, conditioned upon the faithful performance of the duties of his office and the restoration to the Corporation at the expiration of his term of office or in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession or under his control belonging to the Corporation. He shall perform such other duties as from time to time may be assigned to him.

11.ASSISTANT TREASURERS: In the absence or disability of the treasurer, one or more assistant treasurers shall perform all the duties of the treasurer and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the treasurer. Each assistant treasurer shall also perform such other duties as from time to time may be assigned to him.

12.SECRETARY: The secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in a book or books kept for that purpose. He shall keep in safe custody the seal of the Corporation, and shall affix such seal to any instrument requiring it. The secretary shall have charge of such books and papers as the Board of Directors may direct. He shall attend to the giving and serving of all notices of the Corporation and shall also have such other powers and perform such other duties as pertain to his office, or as the Board of Directors, the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors may from time to time prescribe.

13.ASSISTANT SECRETARIES: In the absence or disability of the secretary, one or more assistant secretaries shall perform all of the duties of the secretary and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the secretary. Each assistant secretary shall also perform such other duties as from time to time may be assigned to him.

14.CONTROLLER: The controller shall be administrative head of the controller’s department. He shall be in charge of all functions relating to accounting and the preparation and analysis of budgets and statistical reports and shall establish, through appropriate channels, recording and reporting procedures and standards pertaining to such matters. He shall report to the chief financial officer and shall aid in developing internal corporate policies whereby the business of the Corporation shall be conducted with the maximum safety, efficiency and economy, and he shall be available to all departments of the Corporation for advice and guidance in the interpretation and application of policies

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which are within the scope of his authority. He shall perform such other duties as from time to time may be assigned to him.

15.ASSISTANT CONTROLLERS: In the absence or disability of the controller, one or more assistant controllers shall perform all of the duties of the controller and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the controller. Each assistant controller shall also perform such other duties as from time to time may be assigned to him.

ARTICLE VI.

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

1.CONTRACTS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president, the treasurer and such other persons as the chairman of the Board of Directors may authorize shall have the power to execute any contract or other instrument on behalf of the Corporation; no other officer, agent or employee shall, unless otherwise provided in these By-Laws, have any power or authority to bind the Corporation by any contract or acknowledgment, or pledge its credit or render it monetarily liable for any purpose or to any amount.

2.LOANS: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, the executive vice president, the treasurer and such other persons as the Board of Directors may authorize shall have the power to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any corporation, firm or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the Corporation, may pledge, hypothecate or transfer any and all stock, securities and other personal property at any time held by the Corporation, and to that end endorse, assign and deliver the same.

3.VOTING OF STOCK HELD: The chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may from time to time appoint an attorney or attorneys or agent or agents of the Corporation to cast the votes that the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any other such corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation such written proxies, consents, waivers or other instruments as such officer may deem necessary or proper in the premises; or the chairman of the Board of Directors, the president, any vice chairman of the Board of Directors, any vice president or the secretary may himself attend any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any and all powers of the Corporation as the holder of such stock or other securities of such other corporation.

4.COMPENSATION: The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

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ARTICLE VII.

STOCK CERTIFICATES

1.FORM OF STOCK CERTIFICATE: The certificates of stock of the Corporation shall be numbered and entered in the books of the Corporation as they are issued. They shall be signed manually or by the use of a facsimile signature, i) by the chairman of the Board of Directors, by the president, or by a vice president designated by the Board of Directors and ii) countersigned by the secretary or an assistant secretary. They shall bear the corporate seal or a facsimile thereof. The Board of Directors of the Corporation may issue scrip in registered or bearer form, which shall entitle the holder to receive a certificate for a full share. Scrip shall not entitle the holder to exercise voting rights or to receive dividends thereon or to participate in any of the assets of the Corporation in the event of liquidation. The Board may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date or subject to any other conditions that it may deem advisable. No fractional shares shall be issued.

2.LOST CERTIFICATES: The president or secretary may direct a new certificate or certificates to be issued in place of any lost or destroyed certificate or certificates previously issued by the Corporation if the person or persons who claim the certificate or certificates make an affidavit stating the certificates of stock have been lost or destroyed. When authorizing the issuance of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the legal representative, to advertise the same in such manner as the Corporation shall require and/or to give the Corporation a bond, in such sum as the Corporation may direct, to indemnify the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.

3.TRANSFER OF STOCK: Upon surrender to the Corporation, or to the transfer agent of the Corporation, if any, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

4.REGISTERED STOCKHOLDERS: The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. The Corporation shall not be liable for registering any transfer of shares which are registered in the name of a fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad faith.

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ARTICLE VIII.

MISCELLANEOUS

1.NOTICES: Each stockholder, director and officer shall furnish in writing to the secretary of the Corporation the address to which notices of every kind may be delivered or mailed. If such person fails to furnish an address, and the Post Office advises the Corporation that the address furnished is no longer the correct address, the Corporation shall not be required to deliver or mail any notice to such person. Whenever notice is required by applicable law, the Articles of Incorporation or these By-Laws, a written waiver of such notice signed before or after the time stated in the waiver or, in the case of a meeting, the attendance, of a stockholder or director (except for the sole purpose of objecting) or, in the case of a unanimous consent, the signing of the consent, shall be deemed a waiver of notice.

2.REGISTERED OFFICE AND AGENT: The Corporation shall at all times have a registered office and a registered agent.

3.CORPORATE RECORDS: The Corporation shall keep correct and complete books and records of accounts and minutes of the stockholders’ and directors’ meetings, and shall keep at its registered office or principal place of business, or at the office of its transfer agent, if any, a record of its stockholders, including the names and addresses of all stockholders and the number, class, and series of the shares held by each. Any person who shall have been a stockholder of record for at least six months immediately preceding demand, or who shall be the holder of record of at least five per cent (5%) of all the outstanding shares of the Corporation, upon written request stating the purpose therefor, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose, the books and records of account of the Corporation, minutes and record of stockholders, and to make copies or extracts therefrom.

4.REQUIREMENT FOR FINANCIAL STATEMENT: Upon the written request of any stockholder, the Corporation shall mail to the stockholder its most recent published financial statement.

5.SEAL: The seal of the Corporation shall be a flat-faced circular die containing the word “SEAL” in the center and the name of the Corporation around the circumference.

6.AMENDMENT OF BY-LAWS: The power to alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made by the Board of Directors may be repealed or changed or new By-Laws adopted by the stockholders and the stockholders may prescribe that any By-Law adopted by them may not be altered, amended or repealed by the Board of Directors.

7.FISCAL YEAR: The fiscal year of the Corporation shall be the calendar year.

8.GENERAL: Any matters not specifically covered by these By-Laws shall be governed by the applicable provisions of the Code of Virginia in force at the time.

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ARTICLE IX.

EMERGENCY BY-LAWS

If a quorum of the Board of Directors cannot readily be assembled because of a catastrophic event, and only in such event, these By-Laws shall, without further action by the Board of Directors, be deemed to have been amended for the duration of such emergency, as follows:

1.The third sentence of Section 4 of Article III shall read as follows:

Special meetings of the Board of Directors (or any committee of the Board) shall be held whenever called by order of any director or of any person having the powers and duties of the chairman of the Board of Directors, the president or any vice chairman of the Board of Directors.

2.Section 5 of Article III shall read as follows:

The directors present at any regular or special meeting called in accordance with these By-Laws shall constitute a quorum for the transaction of business at such meeting, and the action of a majority of such directors shall be the act of the Board of Directors, provided, however, that in the event that only one director is present at any such meeting no action except the election of directors shall be taken until at least two additional directors have been elected and are in attendance.

Approved:	/s/ Frederick C. Coble
	Secretary

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EX-3.25

EXHIBIT 3.25

AMENDED AND RESTATED

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR DISTRIBUTION, LLC

In connection with the domestication of a foreign limited liability company to a domestic limited liability company under §13.1-1074 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, and that certain Plan of Domestication and Conversion of Family Dollar Distribution, LLC, the undersigned hereby sets forth the following:

1.             The name of the Company is Family Dollar Distribution, LLC.

2.             The registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is CT Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.             The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.             To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

[Signature Page Follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Organization of Family Dollar Distribution, LLC have been signed as of this 23rd day of February, 2016.

FAMILY DOLLAR DISTRIBUTION, LLC, a Texas limited liability company
By: FAMILY DOLLAR SERVICES, INC., its Managing Member
By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief
	Financial Officer

EX-3.26

Exhibit 3.26

AMENDED AND RESTATED OPERATING AGREEMENT

OF

FAMILY DOLLAR DISTRIBUTION, LLC

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:

The Company was formed as a Texas limited liability company on June 29, 2007 and the Members and the Company entered into that certain Limited Liability Company Agreement of the Company dated June 29, 2007 (the “Existing Operating Agreement”).

The Company was redomesticated as a Virginia limited liability company on February 23, 2016 pursuant to the filing of those certain Articles of Domestication of Family Dollar Distribution, LLC with the Virginia State Corporation Commission.

The Company and the Member desire to amend and restate the Existing Operating Agreement as set forth in this Company Agreement.

ARTICLE I. FORMATION OF COMPANY

1.1Formation.The Company was formed as a Texas limited liability company on June 29, 2007 and was redomesticated as a Virginia limited liability company on February 23, 2016 pursuant to the filing of those certain Articles of Domestication of Family Dollar Distribution, LLC with the Virginia State Corporation Commission.

1.2Name. The name of the Company is Family Dollar Distribution, LLC. The Managing Member may change the name of the Company from time to time. The Managing Member may also adopt one or more assumed names for use by the Company.

1.3Places of Business and Registered Office. The principal office of the Company is at 500 Volvo Parkway, Chesapeake, Virginia 23320. The registered agent of the Company and the registered office of the Company shall be as set forth in the Articles, or such other agent or place as may hereafter be designated by the Managing Member from time to time as provided by law. The Managing Member may change the principal or registered office or registered agent of the Company from time to time. The Managing Member may establish, maintain and abandon one or more additional places of business for the Company.

1.4Purpose. The purpose for which this Company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Act.

1.5Title to Company Property. Property may be acquired in the name of the Company or in the name of an agent or nominee on terms and conditions that the Managing Member deems appropriate.

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1.6Term. Subject to earlier termination under Article V, the term of the Company will be perpetual.

ARTICLE II. CAPITALIZATION AND RELATED MATTERS

2.1Original Capital. The original capital of the Company will consist of the cash contributions to be made by the Members in the respective amount set forth opposite their signatures on the signature page of this Company Agreement. The Members agree to make the contribution required under this Section 2.1. The initial Percentage Interest of the Members is set forth opposite their signatures on the signature page of this Company Agreement.

2.2Additional Capital. The Members will not have any obligation to advance any additional funds or other property to the Company (either as a loan or capital contribution).

2.3Interest on and Return of Capital. The Members will not be entitled to any interest on their capital contributions to the capital of the Company. Except as expressly provided in this Company Agreement, the Members will not have the right to demand or receive the return of all or any part of their capital or to receive property other than cash from the Company.

2.4Capital Deficit. Except as otherwise required under the Act, the Members will not be required to restore any deficit that may exist in the Company’s capital structure.

ARTICLE III. DISTRIBUTIONS TO THE MEMBERS

3.1Distribution of Cash Flow. Subject to Section 5.2, after establishing cash reserves determined by the Managing Member to be necessary to satisfy contingencies reasonably anticipated for, or associated with, the Company’s business, any remaining available cash or other property of the Company shall be distributed to the Members at such times as the Managing Member shall determine to be appropriate.

ARTICLE IV. MANAGEMENT OF THE COMPANY

4.1Management. The business and affairs of the Company will be managed by the Managing Member. All determinations relating to the business and affairs of the Company may be made by the Managing Member singly and without the necessity of joinder of any other Person. The Members will not be liable or accountable, in damages or otherwise, to the Company for anything they may do or refrain from doing hereunder.

4.2Authority as to Third Persons. The signed statement of either Member reciting their authority for any action, as to any third Person, will be conclusive evidence of the authority of that Member to take that action.

4.3Compensation and Expenses of the Managing Member and Members. The Members will not receive any compensation from the Company for managing the business and affairs of the Company, but all expenses incurred by the Managing Member and Members in connection with their management of the Company will be paid or promptly reimbursed by the Company.

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4.4Company Liabilities. All liabilities of the Company, including without limitation indemnity obligations under Section 4.5, will be liabilities of the Company as an entity, and will be paid or satisfied from Company assets. No liability of the Company will be payable in whole or in part by the Members or the Managing Member in their managerial capacity hereunder, or by any agent or advisor of the Member or the Managing Member or any of their respective Affiliates.

4.5Indemnity; Limitation of Liability

(a)The Company shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, manager, officer, employee, agent or Member of the Company, or is or was serving at the request of the Company as a director, governor, manager, officer, partner, trustee, employee, agent or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including service on a committee formed for any purpose (and, in each case, his or her heirs, executors and administrators), against all expense, liability and loss (including counsel fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably incurred or suffered by him or her in connection with such action, suit or proceeding, to the fullest extent permitted by applicable law, as in effect on the date hereof and as hereafter amended.  Such indemnification may include advances of his or her expenses in advance of final disposition of such action, suit or proceedings, subject to the provision of any applicable statute.

(b)The indemnification and advancement of expenses provisions of Section 4.5 shall not be exclusive of any other right which any person (and his or her heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Articles, provision of this Company Agreement, resolution adopted by the Manager, agreement, or insurance, purchased by the Company or otherwise, both as to action in his or her official capacity and as to action in another capacity.  The Company is hereby authorized to provide for indemnification and advancement of expenses as provided herein and to the fullest extent permitted by the Act.

(c)The Company may maintain insurance, at its expense, to protect itself and any individual who is or was a director, manager, Member, officer, employee or agent of the Company, or who, while a director, manager, Member, officer, employee or agent of the Company, is or was serving at the request of the Company’s Manager as a director, governor, manager, officer, partner, trustee, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Company Agreement or the Act.

(d)Any director, manager, Member, officer, employee or agent of the Company shall not be liable, accountable or responsible in damages or otherwise to the Company or any Member for any action taken or failure to act within the scope of the authority conferred on the director, manager, Member, officer, employee or agent of the Company by this Company Agreement or by law unless such action or omission was performed in bad faith, or constituted gross negligence, fraud, or a breach of his or her fiduciary duty.

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(e)The provisions of this Section 4.5 shall survive any termination or expiration of this Company Agreement.

ARTICLE V. LIQUIDATION AND DISSOLUTION OF THE COMPANY

5.1Dissolution Events. The Company will be dissolved upon the happening of any of the following events:

(i)All or substantially all of the assets of the Company are sold or distributed to the Members.

(ii)A document is signed by the Members which states their election to dissolve the Company.

5.2Method of Liquidation. Upon the happening of any of the events specified in Section 5.1, the Managing Member will commence, as promptly as practicable, to wind up the Company’s affairs unless the Managing Member determines that an immediate liquidation of Company assets would cause undue loss to the Company, in which event the liquidation may be deferred for a time determined by the Managing Member to be appropriate. Assets of the Company may be liquidated or distributed in kind, as the Managing Member determines to be appropriate. The proceeds from liquidation of the Company, including repayment of any debts of the Members to the Company, and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority:

(i)to payment of the debts and satisfaction of the other obligations of the Company;

(ii)to the establishment of any reserves deemed appropriate by the Managing Member for any liabilities or obligations of the Company, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the Managing Member deems appropriate, will be distributed in the manner provided in Section 5.2(iii); and

(iii)any remaining proceeds shall be distributed to the Members.

If the Company makes distributions in kind of Company property which secures indebtedness, the Members receiving the distribution of property subject to the indebtedness will be liable for the indebtedness. Indebtedness secured by property distributed to the Members in kind need not be discharged out of the proceeds of liquidation of the Company.

5.3Date of Termination. The Company will terminate when all of the cash and property available for application under Section 5.2 have been applied in accordance with Section 5.2. The establishment of any reserves in accordance with the provisions of Section 5.2(ii) will not extend the term of the Company, but any reserve will be distributed in the manner provided in Section 5.2 upon expiration of the period established for the reserve.

ARTICLE VI. TAXATION

6.1Corporation.  The Managing Member shall cause the Company to file Form 8832 with the Internal Revenue Service to elect to classify the Company as a corporation for federal income tax purposes, to be effective from the Company’s inception. The Company may change its election to be taxed as a corporation for federal income tax purposes upon the unanimous

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consent of the Members. Because the Company will be taxed as a corporation, all requirements set forth in the Act that are inconsistent with taxation of the Company as a corporation are hereby deemed not to be applicable to this Company.

ARTICLE VII MISCELLANEOUS

7.1Fiscal Year. The fiscal year of the Company shall mean the period beginning September 1 and ending on the next August 31, and, with respect to the last year of the Company, the portion of the calendar year ending with the date of the final liquidating distributions, unless another fiscal year-end is selected by the Managing Member.

7.2Records. The records of the Company will be maintained at the principal place of business of the Company or at any other location selected by the Managing Member.

7.3Method of Accounting. The Company records will be maintained, and its profits and losses will be accounted for, in accordance with the method of accounting adopted by the Managing Member.

7.4Amendments; Waivers. No amendment of this Company Agreement will be valid or binding unless in writing and signed by the Members.

7.5Binding Effect. Except as provided in Section 6.10, this Company Agreement will inure to the benefit of and will be binding upon the Members, their successors and assigns.

7.6Construction. The titles of the Articles and Sections in this Company Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning or construction of any of the provisions in this Company Agreement.

7.7Governing Law, Jurisdiction. THIS COMPANY AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS.

7.8Legal Construction. In case any one or more of the provisions contained in this Company Agreement for any reason is held to be invalid or unenforceable, the invalidity or unenforceability will not affect any other provision of this Company Agreement, which will be construed as if the invalid or unenforceable provision had not been contained in this Company Agreement and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Company Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

7.9Gender. Etc. Words used in this Company Agreement in any gender will be deemed to include the masculine, feminine or neuter gender; singular words will include the plural and plural words will include the singular and the word “or” will be disjunctive but not necessarily exclusive, unless the context otherwise requires.

7.10Creditors Not Benefited. Nothing in this Company Agreement is intended to benefit any creditor of (i) the Company or (ii) the Members. No creditor of the Company or the Members will be entitled to require the Managing Member to solicit or accept any loan or

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additional capital contribution for the Company or to enforce any right which the Company may have against the Members or any other Person, whether arising under this Company Agreement or otherwise.

7.11Officers of the Company. The Managing Member may elect one or more individuals to serve as officers (“Officers”) of the Company. Any Officer so elected shall have the powers and duties and shall serve upon the conditions and for such terms as may be determined by the Managing Member. The Managing Member may, at any time, remove any Officer of the Company from his position as such. Nothing contained in this Section 7.11 shall be construed as creating or otherwise providing any Officer with any contractual or other rights or otherwise imposing any duty on the Company with regard to any of its Officers whose relationship with the Company shall at all times be terminable at will.

7.12Tax Matters Member. The Managing Member shall serve as the “tax matters member” under the Code and in any similar capacity under state or local law. In addition, the Tax Matters Member shall have the power and authority (i) to extend the statute of limitations for assessment of tax deficiencies against Members with respect to adjustments to the Company’s federal, state, or local tax returns; and (ii) to represent the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and the Members in their capacity as Members, and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company or the Members; provided, however, that the Tax Matters Member shall keep the other Members reasonably informed as to the status of any tax investigations, audits, lawsuits or other judicial or administrative tax proceedings and shall promptly copy all other Members on any correspondence to or from the Internal Revenue Service or state, local or foreign taxing authority relating to such proceedings.

7.13Exhibits Incorporated by Reference. Each of the Exhibits referenced in or attached to this Company Agreement are hereby incorporated into this Company Agreement by this reference.

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IN WITNESS WHEREOF, the Members have executed this Company Agreement of Family Dollar Distribution, LLC to be effective on the date first above written.

	Contribution		Percentage
Member	Amount		Interest
Family Dollar Services, Inc.	$	1.00	1.00	%
Managing Member
Family Dollar Stores of Florida, LLC	$	99.00	99.00	%
Member

MEMBERS:
FAMILY DOLLAR STORES OF FLORIDA, LLC,
a Virginia limited liability company
By:	/s/ Gary Philbin
	Gary Philbin, Chief Operating Officer
FAMILY DOLLAR SERVICES, INC., a North Carolina corporation
By:	/s/ Gary Philbin
	Gary Philbin, President and Chief Operating Officer

EXHIBIT A

Defined Terms. As used in this Company Agreement, the following terms shall have the following meanings when used herein with initial capital letters:

“Act” means the Virginia Limited Liability Company Act, as amended from time to time.

“Affiliate” means, as to any Person: (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person or (b) any Person who is a shareholder, member, director, manager or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For the purposes of this definition, “control” of any Person shall mean the power, direct or indirect: (i) to vote or direct the voting of fifty percent (50%) or more of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Code” means the Internal Revenue Code of 1986, as amended from time to time and the Treasury Regulations promulgated thereunder. References to sections of the Code include successor provisions to those sections.

“Company” means the limited liability company formed under this Company Agreement.

“Company Agreement” means this Amended and Restated Operating Agreement of Family Dollar Distribution, LLC.

“Managing Member” means Family Dollar Services, Inc.

“Members” means Family Dollar Services, Inc. and Family Dollar Stores of Florida, LLC.

“Percentage Interest” means the interest of the Member stated on the signature page of this Company Agreement, expressed as a percentage of the whole.

“Person” means an individual or an entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means, as to any Person, an entity the equity securities of which having ordinary voting power (other than equity securities having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or similar management body of such entity, are at the time owned, directly or indirectly, through one or more intermediaries, or both, by such Person.

EX-3.27

Exhibit 3.27

State of North Carolina

Department of the Secretary of State

Limited Liability Company

ARTICLES OF ORGANIZATION

Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company.

1.The name of the limited liability company is: Family Dollar GC, LLC

2.There is no limit on the duration of the limited liability company.

3.The name of the initial member and manager of the limited liability company is Family Dollar, Inc., a North Carolina corporation.

4.The name and address of the person executing these articles of organization are as follows:

Matthew Karres, as Organizer

Street Address:

10401 Monroe Rd.

Matthews, Mecklenburg County, North Carolina 28105

Mailing Address:

P.O. Box 1017

Charlotte, Mecklenburg County, NC 28201-1017

5.The street and mailing address and county of the initial registered office of the limited liability company is:

The Prentice-Hall Corporation System, Inc.

327 Hillsborough Street

Raleigh, Wake County, North Carolina 27603

6.The name of the initial registered agent is: The Prentice-Hall Corporation System, Inc.

7.The principal office of the limited liability company is:

Street Address:

10401 Monroe Rd.

Matthews, Mecklenburg County, North Carolina 28105

Mailing Address:

P.O. Box 1017

Charlotte, Mecklenburg County, NC 28201-1017

8.The limited liability company shall be manager-managed and, except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members.

9.These articles will be effective upon filing.

This is the 1st day of June, 2009.

/s/ Matthew Karres

Matthew Karres, as Organizer

EX-3.28

Exhibit 3.28

OPERATING AGREEMENT

OF

FAMILY DOLLAR GC, LLC

OPERATING AGREEMENT

OF

FAMILY DOLLAR GC, LLC

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:

ARTICLE I

DEFINITIONS

As used herein, the following terms shall have the following meanings:

“Act” means the North Carolina Limited Liability Company Act, as may be amended from time to time.

“Articles” means the Articles of Organization of the Company as filed with the Secretary of State of North Carolina, as the same may be amended or restated from time to time.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor provision.

“Company” has the meaning set forth in the first paragraph of this Agreement.

“Manager” means the person or entity designated in Section 6.1.

“Member” has the meaning set forth in the first paragraph of this Agreement, or any successor in interest or assign.

“Net Profits” and “Net Losses” of the Company mean the taxable income and net losses, respectively, of the Company, determined in accordance with the Code and applicable Regulations; provided, however, the Member acknowledges that as a single member limited liability company, the Company’s existence, for tax purposes, shall be ignored. In the event that the determination of Net Profits and Net Losses must be determined in some manner other than as set forth in this definition by virtue of the method of accounting employed by the Manager, then Net Profits and Net Losses shall be determined accordingly.

“Organizer” means the organizer of the Company as defined in the Act.

“Regulations” means the regulations (including temporary regulations) of the United States Treasury Department pertaining to the income tax, as amended, and any successor provision.

ARTICLE II

REGISTERED AGENT; REGISTERED OFFICE; PRINCIPAL OFFICE

The registered agent of the Company and the registered office of the Company shall be as set forth in the Articles, or such other agent or place as may hereafter be designated by the Manager from time to time as provided by law. The Company’s principal office shall be at such place as the Manager may designate from time to time, and the Company shall maintain records there as required by the Act.

ARTICLE III

PURPOSES; TERM; ORGANIZER INDEMNIFICATION; STATUS

Section 3.1Purposes. Unless otherwise limited by the Company’s Articles, the business and purposes of the Company shall be to engage in any lawful business. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company, including without limitation those set forth in the Act.

Section 3.2Term of Company; Member. The term of the Company commenced on the date the Organizer filed the Articles with the Secretary of State of North Carolina in accordance with the provisions of the Act and shall continue on a perpetual basis unless dissolved pursuant to Article VII of this Agreement. Member is the initial Member of the Company and is the sole interest owner in the Company.

Section 3.3Organizer Indemnification. The Organizer’s acts and conduct in connection with the organization of the Company are hereby ratified and adopted by the Company as acts and conduct by and on behalf of the Company and are deemed to be in its best interest. The organizational and other activities for which the Organizer was responsible have been completed, the Organizer is relieved of any further duties and responsibilities in that regard, and the Company and the Member hereby agree to indemnify and hold harmless the Organizer for any loss, liability or expense arising from his or her actions or conduct in his or her capacity as organizer of the Company.

Section 3.4Status of the Company. The Member acknowledges that, although the Company is a “limited liability company” under North Carolina law, for federal and state income tax purposes (under applicable provisions of the Code and the Regulations), as long as the Member is the sole interest owner of the Company, its existence will be ignored and it will not be treated as a separate tax entity. Such treatment refers solely to the federal and state income tax treatment of the Company, and not to the state law status of the Company as a limited liability company. The Member and any other interest owner shall not be personally obligated to any third party for any debt, obligation or liability of the Company solely by reason of being a member of the Company.

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ARTICLE IV

CAPITAL CONTRIBUTIONS AND MEMBERSHIP

The Member shall contribute to the Company such property as is necessary to conduct the Company’s operations. However, the Member shall have no duty to make capital contributions to the Company. The Manager shall cause any capital contribution to be recorded on the books and records of the Company.

ARTICLE V

ALLOCATION OF NET PROFITS AND NET LOSSES; DISTRIBUTIONS

Section 5.1Allocation of Net Profits and Net Losses. The Net Profits and Net Losses of the Company shall be allocated exclusively to the Member.

Section 5.2Distributions. Distributions of Company profits and other assets shall be made exclusively to the Member when and as determined by the Manager; provided, however, that the Company shall make no distributions to the extent that (a) immediately after the distribution, the Company’s liabilities would exceed the fair market value of its assets, or (b) the distribution would violate any agreement, note or other instrument to which the Company is a party.

ARTICLE VI

MANAGEMENT OF THE COMPANY

Section 6.1Decision-making Authority. The Manager, and, subject to Manager’s right to delegate in writing, only the Manager, shall have the right, power and authority to manage, direct and control all of the business and affairs of the Company, to transact business on behalf of the Company, to act as agent for the Company, to sign for the Company or on behalf of the Company or otherwise to bind the Company. The Manager shall have this authority to the fullest extent permitted by law. Family Dollar, Inc. has been Company’s initial and sole Manager and shall continue as Manager of the Company.

Section 6.2Officers. The Manager may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer and Secretary, to act on behalf of the Company with such power and authority as the Manager may delegate in writing to any such persons.

ARTICLE VII

DISSOLUTION

Section 7.1Dissolution of the Company. The Company shall be dissolved, and shall terminate and wind up its affairs, upon the first to occur of the following:

(a)the determination by the Member to dissolve the Company;

(b)the entry of a decree of judicial dissolution under the Act; or

(c)an administrative dissolution under the Act.

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Section 7.2Winding Up and Distribution of Assets.

(a)If the Company is dissolved, the Manager shall wind up the affairs of the Company. Upon the winding up of the Company, subject to the provisions of the Act, the Manager shall pay or make reasonable provision to pay all claims and obligations of the Company, including all costs and expenses of the liquidation and all contingent, conditional or unmatured claims and obligations that are known to the Manager but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision shall be made in full.

(b)Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following order, to the extent available:

(i)First, to the Company’s creditors, including the Member as creditor (to the extent permitted by law), in satisfaction of liabilities of the Company; and

(ii)Thereafter, to the Member.

ARTICLE VIII

MISCELLANEOUS

Section 8.1Governing Law and Jurisdiction. This Agreement, including its existence, validity, construction and operating effect, and the rights of the Member under the Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina (without regard to principles of conflicts of laws).

Section 8.2Indemnification and Liability.

(a)To the maximum extent permitted by applicable law, the Manager shall not be liable to the Company or any other third party (i) for mistakes of judgment, (ii) for any act or omission suffered or taken by the Manager or (iii) for losses due to any such mistakes, action or inaction.

(b)Except as may be restricted by applicable law, the Manager shall not be liable for, and the Company shall indemnify the Manager against and agrees to hold the Manager harmless from, all liabilities and claims (including reasonable attorneys’ fees and expenses incurred in defending against such liabilities and claims) against the Manager arising from the Manager’s performance of its duties in conformance with the terms of this Agreement.

(c)The Manager may consult with legal counsel or accountants selected by the Manager and, to the maximum extent permitted by applicable law, any action or omission suffered or taken in good faith in reliance and in accordance with the written opinion or advice of any such counsel or accountants (provided such counsel or

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accountants have been selected with reasonable care) shall be fully protected and justified with respect to the action or omission so suffered or taken.

Section 8.3Amendments. This Agreement may only be amended, modified or supplemented in a writing executed by the Member. No other written or oral agreement, understanding, instrument or writing other than this Agreement or any amendment hereto shall constitute part of the operating agreement of the Company.

Section 8.4Binding Effect. The terms, conditions and provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, successors, distributees, legal representatives and permitted assigns. Provided, however, nothing in this Agreement, expressed or implied, is intended or shall be construed to give to any creditor of the Company or any creditor of the Member or any other person whatsoever, other than the Member and the Company, any legal or equitable right, remedy or claim under or in respect of this Agreement or any term, condition or provision herein contained, such terms, covenants and provisions are and shall be held to be for the sole and exclusive benefit of the Member and the Company.

[Signatures on following page]

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IN WITNESS WHEREOF, this Agreement is executed the day and year first above written.

MEMBER:
FAMILY DOLLAR, INC.
By:	/s/ James C. Snyder Jr
Name:	James C. Snyder Jr
Title:	SVP, General Counsel
COMPANY:
FAMILY DOLLAR GC, LLC
By:	FAMILY DOLLAR, INC., its Manager
	By:	/s/ James C. Snyder Jr
	Name:	James C. Snyder Jr
	Title:	SVP, General Counsel

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EX-3.29

Exhibit 3.29

ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR HOLDINGS, INC.

The undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation pursuant to the provisions of Section 55-2-02 of the General Statutes of North Carolina, and to that end does hereby set forth the following:

ARTICLE I

The name of the corporation (the “Corporation”) is Family Dollar Holdings, Inc.

ARTICLE II

The class of shares, the par value per share and the aggregate number of shares of such class which the Corporation shall have authority to issue are as follows:

	No. of
Class	Shares	Par Value
Common	10,000	$.10

ARTICLE III

The street address of the registered office of the corporation is 10401 Old Monroe Road, Mecklenburg County, Matthews, North Carolina 28105, and the mailing address of the registered office of the corporation is P.O. Box 1017, Mecklenburg County, Charlotte, North Carolina 28201-1017. The name of the registered agent is Leon Levine.

ARTICLE IV

The name and address of the incorporator are:

Nancy E. LeCroy

2500 Charlotte Plaza

Charlotte, North Carolina 28244

ARTICLE V

The duration of the Corporation shall be perpetual.

ARTICLE VI

The purpose of the Corporation shall be to engage in any lawful business or any lawful act or activity for which a corporation may be organized under Chapter 55 of the General Statutes of North Carolina.

ARTICLE VII

To the fullest extent permitted by the North Carolina Business Corporation Act as it exists or may hereafter be amended, persons acting as directors and/or incorporators of the Corporation shall not be liable to the Corporation or any of its shareholders for monetary damages for their activities performed in connection with the organization of the Corporation.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles this 14th day of November, 1997.

/s/ Nancy E. LeCroy

Nancy E. LeCroy, as Incorporator

Drawn by, return to:

Parker, Poe, Adams & Bernstein L.L.P.

2500 Charlotte Plaza

Charlotte, North Carolina 28244

Attn: Nancy E. LeCroy, Esq.

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EX-3.30

Exhibit 3.30

BYLAWS

OF

FAMILY DOLLAR HOLDINGS, INC.

ARTICLE I

Offices

Section 1.Principal Office. The principal office of the Corporation shall be located in the Town of Matthews, Mecklenburg County, North Carolina, or at such other place as the Board of Directors shall determine from time to time.

Section 2.Registered Office. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

Section 3.Other Offices. The Corporation may have any number of additional offices, at such other places as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE II

Meetings of Shareholders

Section 1.Place of Meetings. All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina as shall be determined by the Board of Directors or agreed upon by a majority of the shareholders entitled to vote thereat and designated in the notice of the meeting.

Section 2.Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at 10:00 a.m. on the second Monday in September if not a legal holiday, but if a legal holiday on the next business day for the purpose of electing directors of the Corporation and for the transaction of such other business as may be properly brought before the meeting.

Section 3.Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.Special Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board, the Vice Chairman, the President, the Secretary, or the Board of Directors of the Corporation, or by any shareholder pursuant to written request of the holders of not less than one-tenth of all stock entitled to vote. Special meetings called by shareholders pursuant to this provision shall be held within thirty (30) days of the written request for the meeting by shareholders.

Section 5.Notice of Meetings. Written or printed notice stating the date, time and place of each meeting of shareholders shall be delivered not less than ten nor more than sixty days before the date thereof, either personally or by mail, by or at the direction of the Chairman of the Board, the Vice Chairman, the President, the Secretary or other person calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, that each shareholder, whether or not entitled to vote, shall be given notice of any meeting called for the purpose of approving a plan of merger or share exchange, a proposed sale of assets other than in the ordinary course of business, or the proposed dissolution of the Corporation.

In the case of an annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless it is a matter, other than the election of directors, on which the vote of shareholders is expressly required by the provisions of the North Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

When a meeting is adjourned, it is not necessary to give any notice of the adjourned meeting other than by announcement of the date, time and place of the adjourned meeting at the meeting at which the adjournment is taken, unless a new record date is or must be fixed under the provisions of the following Section 6. If a new record date is or must be so fixed, notice of the adjourned meeting must be given in accordance with this Section 5 to persons who are shareholders as of the new record date.

Section 6.Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or determining shareholders entitled to take any other action, the Board of Directors may fix any future date as the record date provided that such date is not more than seventy days before the date set for the meeting or action. A

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new record date must be established if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

Section 7.Voting Lists. On or before the second business day after notice of a shareholder meeting is given, the Secretary shall prepare an alphabetical list of the shareholders who are entitled to vote at such shareholder meeting. The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address and number of shares held by each shareholder. The shareholders list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.

Section 8.Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum exists with respect to that matter. Unless the North Carolina Business Corporation Act, or the Corporation’s Articles of Incorporation provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group shall constitute a quorum of that voting group for action on that matter. If there is no quorum at the opening of a meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and, at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of the meeting unless a new record date is or must be set for the adjourned meeting.

Section 9.Proxies. Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his duly authorized attorney-in-fact. A telegram, telex, facsimile or other form of wire or wireless communication appearing to have been transmitted by a shareholder, or a photocopy or equivalent reproduction of a writing appointing one or more proxies shall be sufficient to authorize a vote by proxy under this Section. A proxy is not valid after the expiration of eleven months from the date of its execution, unless the person executing it specifies therein some other period of time for which it is to continue in force, or limits its use to a particular meeting.

Section 10.Voting of Shares. Unless the Articles of Incorporation provide otherwise, each outstanding share having voting rights with respect to a matter submitted to a vote at a meeting of shareholders shall be entitled to one vote on such matter. If a quorum exists, action on a matter (other than the election of directors) by a

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voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, a Bylaw adopted by the shareholders or the North Carolina Business Corporation Act requires a greater number of affirmative votes. Voting on all matters, except the election of directors, shall be by voice vote or by a show of hands, unless the holders of one-tenth of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.

Section 11.Informal Action by Shareholders. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote upon any such action at a meeting, and filed with the Secretary of the Corporation to be kept in the corporate minute book. Unless otherwise fixed in accordance with Section 6 above or the North Carolina Business Corporation Act, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent. If the North Carolina Business Corporation Act requires that notice of the proposed action be given to nonvoting shareholders, written notice of the proposed action must be given to the nonvoting shareholders at least ten days before the action is taken by unanimous consent of the voting shareholders.

ARTICLE III

Directors

Section 1.General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors or under the direction of such committees as the Board may establish pursuant to these Bylaws.

Section 2.Number, Term, and Qualification. The number of directors of the Corporation shall be one (1). Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies. Directors need not be resident of the State of North Carolina or shareholders of the Corporation.

Section 3.Election of Directors. Except as provided in Section 5 of this Article, the directors shall be elected at each annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, election of directors shall be by ballot.

Section 4.Removal. A Director may be removed from office with or without cause by a vote of shareholders only if the number of votes cast to remove such director

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exceeds the number of votes cast against removal. However, if the shareholders are entitled to vote cumulatively for the election of directors, an individual director may not be removed if the number of shares voting against the removal would be sufficient to elect such director if such shares were voted cumulatively at an annual election. Notwithstanding the foregoing, the entire Board of Directors may be removed from office by a vote of the shareholders if the number of votes cast to remove the entire Board of Directors exceeds the number of votes cast against removal. If any directors are so removed, new directors may be elected at the same meeting. A director may not be removed by the shareholders at a meeting unless the notice of the meeting states that the purpose or one of the purposes of the meeting is removal of the director; provided, however, that a director may be removed by the unanimous written consent of the shareholders.

Section 5.Vacancies. A vacancy occurring in the Board of Directors, including without limitation a vacancy created by an increase in the authorized number of directors or the failure by the shareholders to elect the full authorized number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by the sole remaining director. The shareholders may elect a director at any time to fill a vacancy not filled by the directors.

ARTICLE IV

Meetings of Directors

Section 1.Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

Section 2.Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Vice Chairman, the President, or any two directors. Such meetings may be held either within or without the State of North Carolina.

Section 3.Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication (including oral notice), provided that such notice need not specify the purpose for which the meeting is called. Attendance by a director at, or his participation in, a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the

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meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 4.Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting or unless his contrary vote is recorded or his dissent or abstention is otherwise entered in the minutes of the meeting or unless he shall file his written dissent or abstention with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstention shall not apply to a director who voted in favor of such action.

Section 5.Quorum. A majority of the number of directors fixed by or pursuant to these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, of if no number is so fixed, a majority of directors in office immediately before the meeting begins shall constitute a quorum.

Section 6.Manner of Acting. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, if a quorum is present when the vote is taken, the act of a majority of the directors present shall be the act of the Board of Directors.

Section 7.Telephonic Meetings. Unless otherwise restricted by the Articles of Incorporation, the Board of Directors may permit any or all of the directors to participate in a regular or special meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 8.Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action, if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. The action taken without a meeting shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

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ARTICLE V

Committees of the Board

Section 1.Creation. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by or pursuant to these Bylaws, may designate two or more directors to constitute an Executive Committee or other committees, each of which, to the extent authorized by law and provided in the resolution shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except as set forth in Section 6 of this Article V.

Section 2.Vacancy. Any vacancy occurring in an Executive Committee or other committee shall be filled by a majority of the number of directors fixed by or pursuant to these Bylaws at a regular or special meeting of or by written consent of the Board of Directors, or if no number is so fixed, by a majority of directors in office immediately before the meeting begins.

Section 3.Removal. Any member of an Executive Committee or other committee may be removed at any time, with or without cause, by a majority of the number of directors fixed by or pursuant to these Bylaws at a regular or special meeting of or by written consent of the Board of Directors, or if no number is so fixed, by a majority of the directors in office immediately before the meeting begins.

Section 4.Minutes. The Executive Committee and any other committee shall keep regular minutes of its proceedings and report the same to the Board when required.

Section 5.Responsibility of Directors. The designation of an Executive Committee or other committee and the delegation thereto of authority shall not alone operate to relieve the Board of Directors or any member thereof, of any responsibility or liability imposed upon it or him by law.

Section 6.Restrictions on Committees. Neither the Executive Committee nor any other committee shall have the authority to (a) authorize distributions; (b) approve or propose to shareholders action that the North Carolina Business Corporation Act requires be approved by shareholders; (c) fill vacancies on the Board of Directors or on any of its committees; (d) amend the Articles of Incorporation; (e) adopt, amend or repeal Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a

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class or series of shares, except within limits specifically prescribed by the Board of Directors.

ARTICLE VI

Officers

Section 1.Number. The Board of Directors may elect from its own number a Chairman of the Board, and shall elect a President, a Treasurer and a Secretary (who may or may not be directors); and it may elect or appoint from time to time a Vice Chairman, a Controller and such Vice Presidents and other or additional officers as in its opinion are desirable for the conduct of the business of the Corporation. The Board of Directors may by resolution empower any officer or officers of the Corporation to appoint from time to time such Vice Presidents and other or additional officers as in the opinion of the officer(s) so empowered by the Board are desirable for the conduct of the business of the Corporation. Any two or more offices may be held by the same person, but no individual may act in more than one capacity where action of two or more officers is required.

Section 2.Election and Term. The officers of the Corporation shall be elected or appointed by the Board of Directors or appointed by an officer empowered by the Board in accordance with Section 1 above. Such elections by the Board of Directors may be held at any regular or special meeting of the Board. Each officer shall hold office for a period of one year or until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies.

Section 3.Removal. Any officer or agent elected or appointed by the Board of Directors or appointed by an officer empowered by the Board may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.

Section 4.Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 5.Chairman of the Board. The Chairman of the Board of Directors, if elected, or, failing his election, the President, shall preside at all meetings of the Board of Directors and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

Section 6.Vice Chairman. The Vice Chairman shall be the chief financial and administrative officer of the Corporation and shall see that all orders of the Chairman of the Board and all orders and resolutions of the Board of Directors are carried into effect. The Vice Chairman shall perform such other duties and

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have such other powers and responsibilities as the Board of Directors or the Chairman of the Board may from time to time prescribe.

Section 7.President. The President shall be the principal executive officer of the Corporation and, subject to the control and direction of the Board of Directors, shall supervise and control the management of the Corporation. He shall preside at all meetings of the directors in the absence of the Chairman of the Board and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Chairman of the Board or by the Board of Directors from time to time.

Section 8.Vice Presidents. In the absence or disability of the President or in the event of his death, inability or refusal to act, the Vice Presidents, in the order of their length of service as such, unless otherwise determined by the Board of Directors, shall perform the duties and exercise the powers of the President. In addition, the Vice President shall perform such other duties and have such other powers as the Board of Directors shall prescribe.

Section 9.Secretary and Assistant Secretary. The Secretary shall keep as permanent records minutes of all meetings of its incorporators, shareholders and directors, a record of all actions taken by the shareholders or directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board and on behalf of the Corporation. He shall give all notices required by law and by these Bylaws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix, or attest the affixing of, the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the Corporation and shall keep, at the registered or principal office of the Corporation, a record of the shareholders showing the name and address of each shareholder, and the number and class of the shares held by each. The Secretary shall keep or cause to be kept the following records of the Corporation at the principal office of the Corporation: (i) the Articles of Incorporation with all amendments thereto currently in effect; (ii) the Bylaws, as amended; (iii) minutes of all shareholder meetings and all shareholder written consents, in each case, for the immediately preceding three years; (iv) the names and business addresses of the current officers and directors; (v) the most recent annual report delivered to the Secretary of State of North Carolina; (vi) any and all resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (vii) all written communications to shareholders generally within the past three years; (viii) the financial statements required to be available to the shareholders for the past three years; and any other records required by §55-16-01 of the North Carolina General Statutes or any successor provision. The Secretary

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shall sign such instruments as may require his signature, and, in general, shall perform all duties as may be assigned to him from time to time by the Chairman of the Board, the President or by the Board of Directors. The Assistant Secretary shall render assistance to the Secretary in all the responsibilities hereinabove assigned.

Section 10.Treasurer and Assistant Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose; he shall prepare or cause to be prepared annual financial statements of the Corporation, including a balance sheet as of the end of the fiscal year, an income statement for that year and a statement of cash flows for the year, and otherwise conforming to the requirements of §55-16-20 of the North Carolina General Statutes or any successor provision. The financial statements so prepared shall be kept available for inspection by any shareholder for a period of three years. The Treasurer shall mail the annual financial statements, or a written notice of their availability, to each shareholder within 120 days after the close of each fiscal year, and shall mail or otherwise deliver a copy of the latest such statement to any shareholder upon his written request therefor.

The Treasurer shall also prepare and file, or cause to be prepared and filed, all reports and returns required by Federal, State or local law and shall generally perform all other duties incident to his office and such other duties as may be assigned to him from time to time by the Chairman of the Board, the President or the Board of Directors. The Assistant Treasurer shall render assistance to the Treasurer in all the responsibilities hereinabove assigned.

Section 11.Bonds. The Board of Directors may, by resolution, require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient securities, conditioned on faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VII

Contracts. Loans and Deposits

Section 1.Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

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Section 2.Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4.Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors shall direct.

ARTICLE VIII

Stock Certificates and Their Transfer

Section 1.Certificates for Shares. Certificates representing shares of the Corporation shall be issued, in such form as the Board of Directors shall determine, to every shareholder for the fully paid shares owned by him. These certificates shall bear the corporate seal and shall be signed by the Chairman of the Board, the Vice Chairman, the President or the Vice President and the Secretary or Treasurer (or Assistant Secretary or Assistant Treasurer). These certificates shall also state the name of the issuing corporation and that it is organized under the law of North Carolina, the name of the person to whom it is issued, and the number and class of shares and the designation of the series, if any, the certificate represents. If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations and rights, preferences, and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) shall be summarized on the front or back of each certificate, or each certificate shall state that the corporation will furnish the shareholder such information in writing and without charge. The certificates shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

Section 2.Transfer of Shares. Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder thereof or by his duly authorized agent, transferee or legal representative. All certificates surrendered for transfer

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shall be canceled before new certificates for the transferred shares shall be issued.

Section 3.Lost Certificates. The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

Section 4.Holder of Record. The Corporation may treat as absolute owner of shares the persons in whose name the shares stand of record on its books, just as if that person has full competency, capacity and authority to exercise all rights of ownership, irrespective of any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relationship or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate, except that any person furnishing to the Corporation proof of his appointment as a fiduciary shall be treated as if he were a holder of record of its shares.

ARTICLE IX

General Provisions

Section 1.Distributions to Shareholders. The Board of Directors may from time to time authorize, and the Corporation may make, distributions to its shareholders (including, without limitation, dividends and distributions involving acquisition of the Corporation’s shares) in the manner and upon the terms and conditions provided by law, and subject to the provisions of its Articles of Incorporation. If the Board of Directors does not fix the record date for determining shareholders entitled to a distribution, the record date shall be the date the Board of Directors authorizes the distribution; provided, that no record date is necessary for distributions involving the acquisition by the Corporation of its own shares from a specific shareholder or group of shareholders.

Section 2.Seal. The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and North Carolina and in the center of which is inscribed “Corporate Seal.”

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Section 3.Waiver of Notice. Whenever any notice is required to be given to any shareholder or director under the provisions of the North Carolina Business Corporation Act or under the provisions of the Articles of Incorporation or Bylaws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice and delivered to the Corporation for inclusion in the minutes or filing in the corporate records, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 4.Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

Section 5.Amendments. Except as otherwise provided herein, in the Articles of Incorporation or in the North Carolina Business Corporation Act, these Bylaws (including this Section 5) may be amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Directors. The Board of Directors shall have no power to amend or repeal any Bylaw, or to adopt any new Bylaw, which in either case has the effect of: (1) requiring the presence of more votes for a quorum of any voting group of shareholders than is required by law; (2) requiring more affirmative votes to constitute action on a particular matter by any voting group of shareholders than are required by law; (3) changing the size of the Board of Directors from a fixed number to a variable-range or vice versa, changing the range of a variable-range size board, or expanding the authority of the Board of Directors to otherwise increase, decrease or fix the number of directors; (4) classifying and staggering the election of directors; or (5) expanding the right(s) of directors to indemnification from the Corporation beyond the indemnification authorized or mandated under Sections 55-8-51 and 55-8-52, respectively, of the North Carolina General Statutes, unless such expansion meets one or more of the requirements of Section 55-8-31(a)(1), (2) and (3) of the North Carolina General Statutes.

No Bylaws adopted, amended or repealed by the shareholders may be readopted, amended or repealed by the Board of Directors unless the Articles of Incorporation or a Bylaw adopted by the shareholders authorizes the Board of Directors to adopt, amend or repeal that particular Bylaw or the Bylaws generally.

A Bylaw that fixes a greater quorum or voting requirement for the Board of Directors may be adopted, amended or repealed only in accordance with the provisions of § 55-10-22 of the North Carolina General Statutes.

Section 6.Indemnification. Any person who at any time serves or has served as a director or officer of the Corporation, or in such capacity at the request of the Corporation for any other foreign or domestic corporation, partnership, joint

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venture, trust or other enterprise, or as trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) reasonable expense, including attorneys’ fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit or proceeding. Additionally, the Corporation may from time to time on an individual basis, and in the sole discretion of the Board of Directors, extend the foregoing rights to indemnification to employees or agents of the Corporation.

To the extent permitted by law, expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified hereunder by the Corporation.

If a person claiming a right to indemnification under this Section obtains a non-appealable judgment against the Corporation requiring it to pay substantially all of the amount claimed, the claimant shall be entitled to recover from the Corporation the reasonable expense (including reasonable legal fees) of prosecuting the action against the Corporation to collect the claim.

Notwithstanding the foregoing provisions, the Corporation shall not indemnify or agree to indemnify any person against liability or litigation expense he may incur (i) on account of such person’s activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Corporation; or (ii) as a result of any improper benefit realized by such person.

The Board of Directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required and/or permitted by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnify due him and giving notice to, and obtaining approval by, the shareholders of the Corporation.

Any person who at any time after the adoption of this bylaw serves or has served as a director or officer of or on behalf of the Corporation shall be

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deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this bylaw.

Unless otherwise provided herein, the indemnification extended to a person who has qualified for or been permitted indemnification under the provisions of this Section 6 shall not be terminated when the person has ceased to be a director, officer, employee or agent for all causes of action against the indemnified party based on acts and events occurring prior to the termination of the relationship with the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

The rights granted herein shall not be limited by the provisions contained in Section 55-8-51 of the North Carolina General Statutes or any successor to such statute.

Section 7.Counterpart Execution; Facsimile Execution. Any documents contemplated by or required under these Bylaws may be executed in any number of counterparts with the same effect as if all of the required signatories had signed the same document. Such executions may be transmitted to the Corporation and any other parties hereto by facsimile and such facsimile execution shall have the full force and effect of original signature. All fully executed counterparts, whether original executions or facsimile executions or a combination, shall be construed together and shall constitute one and the same agreement.

* * * * * * * * * * * * * * * * * * * *

THESE BYLAWS WERE READ, APPROVED AND ADOPTED BY THE SOLE DIRECTOR of FAMILY DOLLAR HOLDINGS, INC. AS OF THE 17th DAY OF NOVEMBER, 1997.

/s/ George R. Mahoney, Jr.

George R. Mahoney, Jr.

Secretary

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EX-3.31

Exhibit 3.31

ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR IP CO.

Pursuant to §55-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation:

1.The name of the Corporation is Family Dollar IP Co.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in Chapter 55 of the General Statutes of North Carolina, as amended.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the State of North Carolina, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares, all of one class designated common stock, having no par value.

5.The street address and county of the initial registered office of the Corporation is 150 Fayetteville Street, Box 1011, Raleigh, Wake County, North Carolina 27601 and the mailing address is the same as the initial registered office of the Corporation. The name of its initial registered agent is CT Corporation System.

6.The street address and county of the principal office of the Corporation is 10401 Monroe Road, Matthews, Mecklenburg County, North Carolina 28105 and the mailing address of the principal office of the Corporation is P.O. Box 1017, Charlotte, North Carolina 28201.

7.The name of the incorporator is Phillip B. Kennedy, Esq. and the incorporator’s address is 301 Fayetteville Street, Suite 1700, Raleigh, North Carolina 27601.

8.To the fullest extent permitted by the General Statutes of North Carolina, as it now exists or may be later amended, and except as set forth therein, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of duty or otherwise. No amendment to or repeal of this provision or adoption of a provision inconsistent herewith shall apply to or have any effect on the liability or alleged liability of any officer or director of the Corporation for or with respect to any acts or omissions or such officer or director occurring prior to such amendment or repeal or adoption of an inconsistent provision. The provisions of this Article shall not be deemed to limit or preclude indemnification of an officer or director by the Corporation for any liability that has not been eliminated by the provisions of this Article.

9.These Articles of Incorporation will be effective upon filing.

IN WITNESS WHEREOF, I have hereunto set my hand, this 25th day of June, 2015.

/s/ Phillip B. Kennedy

Phillip B. Kennedy, Esq., Incorporator

EX-3.32

Exhibit 3.32

BYLAWS

OF

FAMILY DOLLAR IP CO.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar IP Co. (the “Corporation”) in the City of Matthews, North Carolina, or at such place within or without the State of North Carolina as shall be set forth in the notice of annual meeting.  The meeting shall be held on the second Monday of September each and every year if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  Written notice of special meetings of Shareholders called by a majority of the directors or by the President shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting and shall state the place of the meeting within or without the State of North Carolina, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called. A special Shareholder’s meeting must be called by the President within thirty (30) days after holders of at least ten percent (10%) of the outstanding shares entitled to vote at such special meeting sign, date and deliver to the Secretary of the Corporation one or more written demands for the special meeting describing the purpose or purposes for which it is to be held. Written notice of special meetings of Shareholders called by holders of at least ten percent (10%) of the outstanding shares entitled to vote at such special meeting shall be given a reasonable time in advance of the special meeting, but not less than ten (10) days before the date of the meeting and shall otherwise set forth the same information as a special Shareholder’s meeting called by a majority of the directors or by the President.  Any notice of a special meeting shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special

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Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination, provided, that the record date for a special meeting of Shareholders demanded by holders of at least ten percent (10%) of the outstanding shares entitled to vote at such special meeting is the date the last shareholder necessary to call such meeting signs the demand.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the North Carolina Business Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the North Carolina Business Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the North Carolina Business Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

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ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the North Carolina Business Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the

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directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the State of North Carolina, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the North Carolina Business Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the North Carolina Business Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

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ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint. The same individual may simultaneously hold more than one (1) office, but no individual may act in more than one capacity where action of two or more officers is required.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall sign all certificates representing shares.

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G.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the North Carolina Business Corporation Act.

H.He shall enforce these Bylaws and perform all duties incident to his office required by the North Carolina Business Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

I.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the North Carolina Business Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall sign all certificates representing shares.

G.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

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H.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

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Section 8.              Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

ARTICLE V

SHARES

Section 1.              Certificates.  The shares of the Corporation shall be represented by certificates prepared by the Board of Directors and signed by the President and the Secretary.  The certificates shall be numbered consecutively and in the order in which they are issued, and a record shall be maintained of the name of the person to whom the shares represented by each such certificate is issued, and the number and class or series of such shares, and the date of issue.  Each certificate shall state the registered holder’s name, the number and class of shares represented, the date of issue, the par value of such shares, or that they are without par value.

Section 2.              Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the North Carolina Business Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.              Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney, upon surrender of the certificate duly and properly endorsed with proper evidence of authority to transfer.  The Corporation shall issue a new certificate for the shares surrendered to the person or persons entitled to receive such shares.

Section 4.              Return Certificates.  All certificates for shares changed or returned to the Corporation for transfer shall be marked by the Secretary “Cancelled,” with the date of

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cancellation, and the transaction shall be immediately recorded in the certificate book opposite the memorandum of their issue. The returned certificate may be inserted in the certificate book.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 10401 Monroe Road in the City of Matthews, North Carolina, 28105.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post

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office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the North Carolina Business Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

ARTICLE XII

INDEMNIFICATION

Section 1.              Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of

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the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.              Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, subject to the limitations of §55-8-51(e) of the North Carolina Business Corporation Act. Indemnification permitted under this Section 2 that is concluded without a final adjudication on the issue of liability is limited to reasonable expenses incurred in connection therewith. The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.              To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.              Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with §55-8-55 of the North Carolina Business Corporation Act, as may be amended from time to time.

Section 5.              Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 5 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the

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director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 5 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with §55-8-53 of the North Carolina Business Corporation Act, as may be amended from time to time.

Section 6.              The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against liabilities or expenses he may incur on account of his activities which were at the time taken known or believed by him to be clearly in conflict with the best interests of the Corporation.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.              The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.              For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.              Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.33

Exhibit 3.33

STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP

·The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

·First: The name of the limited partnership is: FAMILY DOLLAR MERCHANDISING, L.P.

·Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the city of Wilmington, New Castle County, Delaware 19808. The name of the Registered Agent at such address is The Prentice-Hall Corporation System, Inc.

·Third: The name of the general partner is FAMILY DOLLAR HOLDINGS, INC., the mailing address of the general partner is P.O. Box 1017, Charlotte, North Carolina 28201-1017 and the street address of the general partner is 10401 Old Monroe Road, Matthews, North Carolina 28105.

·In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership of FAMILY DOLLAR MERCHANDISING, L.P. as of December 14, 2001.

By:	FAMILY DOLLAR HOLDINGS, INC.
	General Partner
	By:	/s/ C. Martin Sowers
	Name:		C. Martin Sowers
	Title:		Sr. Vice President – Finance

EX-3.34

Exhibit 3.34

LIMITED PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR MERCHANDISING, L.P.,

a Delaware limited partnership

TABLE OF CONTENTS

OF THE

LIMITED PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR MERCHANDISING, L.P.,

a Delaware limited partnership

			Page
ARTICLE I FORMATION			1
	SECTION 1.1.	Formation; General Terms; Effective Date	1
	SECTION 1.2.	Name	2
	SECTION 1.3.	Purposes	2
	SECTION 1.4.	Registered Agent; Registered Office	2
	SECTION 1.5.	Commencement and Term	2
ARTICLE II CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS			3
	SECTION 2.1.	Capital Contributions	3
	SECTION 2.2.	Units	3
	SECTION 2.3.	Additional Capital Contributions or Loans	3
	SECTION 2.4.	Liability of Partners	3
	SECTION 2.5.	Maintenance of Capital Accounts; Withdrawals; Interest	3
ARTICLE III INTERIM DISTRIBUTIONS			4
	SECTION 3.1.	Net Cash	4
	SECTION 3.2.	Withholding	4
	SECTION 3.3.	Noncash Interim and Liquidating Distributions	4
ARTICLE IV ALLOCATIONS OF PROFITS AND LOSSES			4
	SECTION 4.1.	Profits and Losses	4
	SECTION 4.2.	Code Section 704(c) Tax Allocations	5
	SECTION 4.3.	Miscellaneous	5
ARTICLE V MANAGEMENT			5
	SECTION 5.1.	Management by the General Partner	5
	SECTION 5.2.	Restrictions on Authority	6
	SECTION 5.3.	Limitation of Liability; Indemnification	7
	SECTION 5.4.	Other Business of Partners	7
ARTICLE VI PARTNER MEETINGS			8
	SECTION 6.1.	Meetings	8
	SECTION 6.2.	Informal Action by the Partners	9
ARTICLE VII TRANSFER OF INTERESTS			9
	SECTION 7.1.	Pledges	9
	SECTION 7.2.	Limited Exception For Transfers	9
	SECTION 7.3.	Assignees	10

	SECTION 7.4.	Distributions and Allocations With Respect to Transferred Interests	11
ARTICLE VIII CESSATION OF PARTNERSHIP			11
	SECTION 8.1.	Withdrawal; Cessation of Partnership	11
	SECTION 8.2.	Dissolved Partners	12
ARTICLE IX DISSOLUTION, WINDING UP AND LIQUIDATING DISTRIBUTIONS			12
	SECTION 9.1.	Dissolution Triggers	12
	SECTION 9.2.	Winding Up	12
	SECTION 9.3.	Liquidating Distributions	12
ARTICLE X BOOKS AND RECORDS			13
	SECTION 10.1.	Books and Records	13
	SECTION 10.2.	Taxable Year; Accounting Methods; Annual Financial Statements	13
	SECTION 10.3.	Tax Information	13
ARTICLE XI MISCELLANEOUS			14
	SECTION 11.1.	Notices	14
	SECTION 11.2.	Deemed Contributions Under Code Section 1032	14
	SECTION 11.3.	Binding Effect	14
	SECTION 11.4.	Construction	15
	SECTION 11.5.	Entire Agreement; Amendments	15
	SECTION 11.6.	Headings	15
	SECTION 11.7.	Severability	15
	SECTION 11.8.	Additional Documents	15
	SECTION 11.9.	Variation of Pronouns	16
	SECTION 11.10.	Governing Law; Dispute Resolution	16
	SECTION 11.11.	Waiver of Action for Partition	16
	SECTION 11.12.	Counterpart Execution; Facsimile Execution	16
	SECTION 11.13.	Tax Matters Partner	16
	SECTION 11.14.	Time of the Essence	16
	SECTION 11.15.	Exhibits Incorporated by Reference	17
EXHIBITS:
EXHIBIT A — Glossary of Terms
EXHIBIT B — Regulatory Allocations
EXHIBIT C — Assets Contributed

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LIMITED PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR MERCHANDISING, L.P.

a Delaware limited partnership

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.

R E C I T A L S

A.Family Dollar Services, Inc. and Family Dollar Holdings, Inc. desire to form a limited partnership under the laws of the State of Delaware to perform merchandising services such as managing and orchestrating merchandise assortment, planning, procurement, and allocation as well as other vendor, logistical, and merchandise management functions for affiliated Family Dollar entities, companies and stores. The Partnership will allow the Partners and their affiliates to more accurately assess and report the economic performance and value of centralized merchandising functions achieved as a result of significant investments made in these areas.

B.Family Dollar Services, Inc. desires to transfer its merchandising operations and the related assets, employees, technology, and know-how to the Partnership, and in connection therewith, make a capital contribution to the Partnership of the assets described in Section 2.1 hereof.

C.Family Dollar Holdings, Inc. desires to make a capital contribution of cash in such amounts as set forth in Section 2.1 hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree, intending to be legally bound, as follows:

ARTICLE I

FORMATION

SECTION 1.1.Formation; General Terms; Effective Date.

The Partnership was formed upon the filing of the Certificate with the Delaware Secretary of State. When this Agreement has been signed by both Partners, it shall become effective as of the Effective Date. As of the Effective Date, Family Dollar Services, Inc. shall be admitted as the sole Limited Partner and Family Dollar Holdings, Inc. shall be admitted as the sole General Partner of the Partnership, all without the necessity of any further act or instrument.

The Act and this Agreement, including all the Exhibits attached hereto, govern the rights and obligations of the Partners and the terms and conditions of the Partnership. This Agreement controls to the extent there are any inconsistencies between the Act and this Agreement with

respect to any subject matter covered in this Agreement. The Partnership shall have no oral partnership agreements, and this Agreement may be amended only in accordance with Section 11.5 below.

The General Partner shall execute and file on behalf of the Partnership all other instruments or documents, and shall accomplish all such filings, recordings, or other acts as necessary or appropriate from time to time to comply with the requirements of law for the continuation and operation of a limited partnership in Delaware and in any other states and jurisdictions in which the Partnership shall transact business.

SECTION 1.2.Name.

The name of the Partnership shall be Family Dollar Merchandising, L.P. The Partnership owns the exclusive right to its name. The Partners may change the name only by amending the Certificate in the manner provided in Section 11.5.

SECTION 1.3.Purposes.

The purposes of the Partnership are (i) to perform merchandising, procurement, allocation, logistical and related services for affiliated Family Dollar companies, entities and stores, including, but not limited to, the management and orchestration of merchandise assortment, procurement, planning, and allocation, and to engage in such other lawful businesses or investments as the Partners may determine; (ii) to own, hold, maintain, encumber, lease, sell, transfer or otherwise dispose of all property or assets or interests in property or assets as may be necessary, appropriate or convenient to accomplish the activities described in clause (i) above; (iii) to incur indebtedness or obligations in furtherance of the activities described in clauses (i) and (ii) above; and (iv) to conduct such other activities necessary or incidental to the foregoing, all on the terms and conditions and subject to the limitations set forth in this Agreement.

SECTION 1.4.Registered Agent; Registered Office.

The Partnership’s registered agent and registered office are set forth in the Certificate. The General Partner may name a different registered agent or registered office, in which case the General Partner shall file a certificate of amendment as required by the Act.

SECTION 1.5.Commencement and Term.

The Partnership commenced as of the Effective Date and shall continue until the dissolution of the Partnership, the winding up of its affairs and the making of the final liquidating distributions required by this Agreement.

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ARTICLE II

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

SECTION 2.1.Capital Contributions.

As of the Effective Date, Family Dollar Holdings, Inc. contributed or agreed to contribute an amount of cash equal to 1% of the Agreed Value of the assets contributed to the Partnership by all Partners to the capital of the Partnership in exchange for one (1) Unit as a General Partner and a one percent (1%) Residual Interest. Also as of the Effective Date, Family Dollar Services, Inc. (a) contributed to the capital of the Partnership all of the tangible and intangible assets listed on Exhibit C attached hereto and (b) transferred the associated operations and employees related to its current merchandising, allocation, and logistical functions to the Partnership, in exchange for ninety-nine (99) Units as a Limited Partner and a ninety-nine percent (99%) Residual Interest.

Family Dollar Holdings, Inc. shall receive an initial Capital Account credit in the amount of its initial cash Capital Contribution and Family Dollar Services, Inc. shall receive an initial Capital Account credit of $163,150,933, which is the total Agreed Value of Family Dollar Services, Inc.’s initial Capital Contribution.

SECTION 2.2.Units.

The Partnership shall initially have the authority to issue one hundred (100) Units. The Partnership may issue additional Units only upon the unanimous vote of the Partners.

SECTION 2.3.Additional Capital Contributions or Loans.

No Partner shall be required to make loans to the Partnership or to make Capital Contributions to the Partnership except as specifically provided otherwise in this Agreement, unless the Partners unanimously agree otherwise in writing.

SECTION 2.4.Liability of Partners.

Except as expressly provided otherwise in this Agreement and to the greatest extent permissible under the Act, no Partner or officer shall be liable for any debts or losses of capital or profits of the Partnership. Without limiting the foregoing, the General Partner shall not be liable to the Partnership or any other Partner for losses sustained or liabilities incurred as a result of any act or omission if the General Partner acted in good faith and in a manner it reasonably believed to be in the best interest of the Partnership.

SECTION 2.5.Maintenance of Capital Accounts; Withdrawals; Interest.

The General Partner shall cause the Partnership to maintain Capital Accounts in accordance with Treasury Regulations § 1.704-1(b) for each of the Partners. No Partner has the right to withdraw any part of its Capital Account or the right to receive distributions except as expressly provided in this Agreement. No Partner has the right to receive any interest on its Capital Contributions or with respect to its Capital Account. Each Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and no Partner shall have the right to demand or

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receive property other than cash from the Partnership. There shall be no priority among the Partners as to the return of Capital Contributions, distributions or allocations, except as provided in this Agreement.

ARTICLE III

INTERIM DISTRIBUTIONS

SECTION 3.1.Net Cash.

Prior to the liquidating distributions pursuant to Section 9.3, all distributions of Net Cash shall be made at such times and in such amounts as the General Partner shall determine, to the Partners in proportion to the number of Units held by them.

SECTION 3.2.Withholding.

In the event any federal, foreign, state or local jurisdiction requires the Partnership to withhold taxes or other amounts with respect to any Partner’s allocable share of Profits, taxable income or distributions, the Partnership shall withhold from distributions or other amounts then due to such Partner an amount necessary to satisfy the withholding responsibility. The Partner for whom the Partnership paid the withholding tax is deemed to have received the withheld distribution or other amount due and to have paid the withholding tax directly.

SECTION 3.3.Noncash Interim and Liquidating Distributions.

The Partnership shall make noncash interim and liquidating distributions to the Partners only upon the unanimous vote of the Partners. As of the date of the noncash distribution, the Partnership shall adjust the Agreed Value of the property distributed and shall post any resulting Profits or Losses to the Capital Accounts.

ARTICLE IV

ALLOCATIONS OF PROFITS AND LOSSES

SECTION 4.1.Profits and Losses.

Except as provided in the Regulatory Allocations Exhibit, Profits and Losses shall be allocated to the Partners as follows:

(a)Losses shall be allocated:

(i)First, to the Partners in proportion to the number of Units held by them until the Limited Partner has an Adjusted Capital Account balance of zero, and

(ii)Next, to the General Partner.

(b)Profits shall be allocated:

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(i)First, to the General Partner until the cumulative allocations of Profits pursuant to this Section 4.1(b)(i) equal the cumulative allocations of Losses to the General Partner pursuant to Section 4.1(a)(ii) above, and

(ii)Next, to the Partners in proportion to the number of Units held by them.

SECTION 4.2.Code Section 704(c) Tax Allocations.

When a variation exists between the adjusted basis of property contributed to the capital of the Partnership for federal income tax purposes and the initial Agreed Value of such property, or when an adjustment to the Agreed Value of any Partnership asset results in a variation between the adjusted basis of such asset for federal income tax purposes and its Agreed Value, the Partnership shall, solely for tax purposes, allocate the income, gain, loss and deduction with respect to such property among the Partners pursuant to any method allowable under Code § 704(c) and the Treasury Regulations promulgated thereunder.

The General Partner shall make all elections or other decisions relating to allocations under Code § 704(c) and the related Treasury Regulations. Allocations pursuant to this Section occur solely for federal, state, and local tax purposes and shall not affect any Partner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

SECTION 4.3.Miscellaneous.

(a)Allocations Attributable to Particular Periods. The Partnership shall calculate Profits, Losses or any other items allocable to any period on a daily, monthly or other permissible method under Code § 706 and the related Treasury Regulations.

(b)Other Items. Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, credit and any other allocations not otherwise provided for shall be divided among the Partners in the same proportion as they share Profits or Losses, as the case may be, for the year.

(c)Tax Consequences; Consistent Reporting. The Partners understand the income tax consequences of the allocations made by this Article and by the Regulatory Allocations Exhibit and hereby agree to report for income tax purposes their share of Partnership income and loss in accordance with those allocations as reflected on the information returns of the Partnership.

ARTICLE V

MANAGEMENT

SECTION 5.1.Management by the General Partner.

Subject to the terms and conditions of this Agreement and except as provided in Section 5.2 below, the General Partner, acting by and through its appropriate officers and directors, shall have complete authority over and the exclusive control and management of the business and

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affairs of the Partnership. The Limited Partner shall not participate in the control of the Partnership within the meaning of the Act and shall have no right or authority to act for or bind the Partnership in any manner whatsoever, the rights and powers to the Limited Partners shall not extend beyond those set forth in this Agreement and any attempt to participate in the control of the Partnership in a manner contrary to the rights and powers granted herein shall be null and void and without force and effect. The exercise by a Limited Partner of any of the rights granted to it hereunder shall not be deemed participating in the control of the business of the Partnership and shall not constitute a violation hereof.

The Partnership shall have one (1) General Partner. The initial General Partner is Family Dollar Holdings, Inc. A Person shall cease to be a General Partner only upon its assignment of its entire Interest pursuant to Article VII. Except as herein provided, a General Partner shall not withdraw from the Partnership, or voluntarily cause an event to occur that would result in the General Partner’s cessation as a General Partner pursuant to the Act. No assignee of a General Partner’s Interest shall become a General Partner, but rather shall be treated as an assignee of a Limited Partner’s Interest unless admitted to the Partnership as a Limited Partner in accordance with Section 7.3(b).

The General Partner shall be entitled to receive such compensation from the Partnership in exchange for the performance of its duties under this Agreement or under the Act as may be mutually agreed to by the General Partner and the Limited Partner. The General Partner shall be entitled to be reimbursed for its actual, out-of-pocket expenditures reasonably incurred in connection with its service as General Partner. It is not anticipated that the performance of the duties of the General Partner under this Agreement and the Act will require the full-time services of the General Partner or its personnel. The General Partner may delegate its duties under this Agreement to such officers, employees and agents, and with such titles and pursuant to such compensation, as it shall determine.

SECTION 5.2.Restrictions on Authority.

Without the unanimous consent of the Partners, no Partner or officer of the Partnership shall have authority to do, or to cause the Partnership to do, any of the following:

(i)any act in contravention of this Agreement;

(ii)amend this Agreement, except as expressly provided otherwise herein;

(iii)possess any property or assign, transfer or pledge the rights of the Partnership in specific property other than for the benefit of the Partnership;

(iv)employ, or permit to be employed, the funds or assets of the Partnership in any manner except for the benefit of the Partnership;

(v)admit any Person as a Partner of the Partnership; or

(vi)cause the Partnership to issue any Interest in the Partnership to any Person other than the initial issuance of Units pursuant to Article II above.

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SECTION 5.3.Limitation of Liability; Indemnification.

(a)Limitation of Liability. Notwithstanding any provision to the contrary contained in this Agreement, no Partner, Person acting on behalf of a Partner, or officer of the Partnership shall have any liability in damages or otherwise to the Partnership or to any Partner for any loss, damage, cost, liability or expense incurred by reason of or caused by any act or omission by such Person, whether alleged to be based upon errors in judgment, negligence, gross negligence or breach of duty, except for (i) when the Person knew at the time of the act or omission that such act or omission was in conflict with the interests of the Partnership, (ii) any acts or omissions taken in bad faith or that involve intentional misconduct or a knowing violation of law; or (iii) a willful breach of this Agreement. Without limiting the foregoing, no liability exists in any such Person for any action or omission taken or suffered by any other Partner, Person acting on behalf of a Partner, or officer, or any mistake, misconduct, negligence, dishonesty or bad faith on the part of any employee or other agent of the Partnership appointed by such Person in good faith.

(b)Indemnification. The Partnership hereby agrees to indemnify each Indemnitee (defined below) and to hold it wholly harmless to the greatest extent permissible by the Act, as amended, for any judgments, settlements, penalties, fines, expenses and attorneys’ fees incurred at any time by reason of or arising out of any action, or refraining from taking any action, on behalf of the Partnership or in furtherance of the interest of the Partnership except for (i) when the Person knew at the time of the act or omission that such act or omission was in conflict with the interests of the Partnership, or (ii) any acts or omissions taken in bad faith or that involve intentional misconduct or a knowing violation of law. The indemnification requirements set forth in this Subsection (b) shall be satisfied out of Partnership assets only; no Partner shall have any obligation to make additional Capital Contributions to the Partnership to enable it to satisfy its indemnification obligations. The Partnership may advance to the Indemnitee any expenses, costs, or liabilities, including attorney fees of any Indemnitee that may be subject to the right of indemnification hereunder as those expenses, costs, or liabilities are incurred and prior to the final disposition of the underlying claim upon receipt of a written, signed agreement by the Indemnitee to repay such advances to the extent that it shall be determined ultimately that the Indemnitee is not entitled to be indemnified hereunder. The determination of whether to make such an advance shall be made by the vote of a majority in Interest of the Partners other than the Partner seeking the advance. The Partnership’s obligations set forth in this Subsection (b) shall survive the termination of the Indemnitee’s status as an Indemnitee and/or the dissolution of the Partnership. The term “Indemnitee” for purposes of this Subsection (b) means any Partner and any officer or director of any Partner and any officer of the Partnership. Additionally, the Partnership may from time to time on an individual basis, and in the sole discretion of the General Partner, extend the foregoing rights to indemnification to employees or agents of any Partner or the Partnership.

SECTION 5.4.Other Business of Partners.

Any Partner may engage independently or with others in other business ventures, or make or manage other investments, without the necessity of informing the Partnership or the other Partners. Neither the Partnership nor any Partner shall have any rights in or to such other ventures or activities or to the income or proceeds derived therefrom. The pursuit of such

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ventures, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper.

ARTICLE VI

PARTNER MEETINGS

SECTION 6.1.Meetings.

(a)Place of Meeting. All meetings of Partners shall be held at the principal office of the Partnership, or at such other place, either within or without the State of Delaware, as shall be determined by the General Partner.

(b)Notice of Meetings. Meetings of the Partners may be called at any time and from time to time by any Partner by giving written notice to each Partner stating the date, time and place of the meeting. The notice shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Attendance by a Partner at, or its participation in, a meeting shall constitute a waiver of notice of such meeting, unless the Partner at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. When a meeting is adjourned, it is not necessary to give any notice of the adjourned meeting other than by announcement of the date, time and place of the adjourned meeting at the meeting at which the adjournment is taken.

(c)Presumption of Assent. A Partner who is present at a meeting at which action on any Partnership matter is taken shall be presumed to have assented to the action taken unless such Partner objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting or unless its contrary vote is recorded or his dissent or abstention is otherwise entered in the minutes of the meeting or unless such Partner shall file its written dissent or abstention with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered mail to the Partnership and the other Partners immediately after the adjournment of the meeting. Such right to dissent or abstention shall not apply to a Partner who voted in favor of such action.

(d)Voting of Units. Each outstanding Unit shall be entitled to one vote on any matter. Voting on all matters shall be by voice vote or by a show of hands, unless the holders of one-tenth of the Units represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter. Except as expressly provided otherwise in this Agreement, any matter that requires the vote, consent, ratification, or approval of the Partners shall require the affirmative vote, consent, ratification or approval of the General Partner and a majority in Interest of the Limited Partners. On all matters in which the Partner is entitled to participate, including without limitation waiving notice of any meeting, voting or participating at a meeting or communicating to the Partnership, any Partner that is not a natural person shall act by and through its appropriate officers, general partners, General Partner, trustees or other management authority.

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SECTION 6.2.Informal Action by the Partners.

Any action which may be taken at a meeting of the Partners may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Partners required to take such action.

ARTICLE VII

TRANSFER OF INTERESTS

SECTION 7.1.Pledges.

No Partner shall pledge, encumber or otherwise grant a security interest in all or any part of its Interest, whether voluntarily or involuntarily, by operation of law or otherwise, except in connection with an indebtedness of the Partnership in which the lender requires the security interest in order to lend to the Partnership. Any attempt by a Partner to pledge, encumber or otherwise grant a security interest in all or any part of their Interest other than as described above shall be null and void and shall be a breach of this Agreement.

SECTION 7.2.Limited Exception For Transfers.

For purposes of Article VII, the term “Transfer” shall mean any attempt to voluntarily, involuntarily, by operation of law or otherwise sell, assign or otherwise dispose of all or any portion of the Interest, but shall not include any attempted pledge, encumbrance or other grant of a security interest in all or any part of the Interest. Transfer shall also include a distribution of assets to its owners or beneficiaries by an entity such as a corporation, partnership, limited partnership or trust. A Partner (the “Transferor”) may Transfer all or part of its Interest, but only upon satisfaction or written waiver of the conditions set forth below signed by all the other Partners. Any attempted Transfer by a Transferor in violation of this Section 7.2 shall be null and void, shall be a breach of this Agreement and shall not be recognized by the Partnership for any purpose. Following are the conditions precedent to Transfers:

(a)Pledge. The purpose of the Transfer is not to facilitate a pledge, encumbrance or other grant of a security interest of the Transferor’s Interest.

(b)Prior Notice. The Transferor provides written notice to all other Partners specifying the details of the Transfer, including the name of the proposed transferee, the date of the proposed Transfer, the portion of the Transferor’s Interest to be transferred, and a complete description of the consideration to be received. The Transferor must provide such notice at least forty-five (45) days prior to any proposed Transfer.

(c)No Termination or Dissolution. The Transfer, either alone or when combined with other transfers, will not result in a termination of the Partnership within the meaning of Code § 708(b) or a dissolution of the Partnership under the Act. A majority in Interest of the Partners other than the Transferor may waive this condition.

(d)Assignment Documents. The Transferor and transferee execute and deliver to the Partnership the instruments of transfer and assignment satisfactory in substance and form to a

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majority in Interest of the other Partners. The transferee must agree in writing to be bound by the terms and conditions of this Agreement and to assume all of the obligations of the Transferor under this Agreement with respect to the Interest assigned.

(e)Securities Law Compliance. If so requested by a majority in Interest of the other Partners, the Transferor obtains at its expense an opinion of counsel reasonably satisfactory to a majority in Interest of the other Partners (both as to the identity of counsel and the form and content of the opinion) that such Transfer is exempt from the registration or notice requirements of the applicable state and federal securities laws and the transferee makes such securities related representations and warranties in connection with the Transfer as a majority in Interest of the other Partners may reasonably deem necessary.

(f)Tax-Exempt Transferee. The Transfer will not cause the application of the so-called tax-exempt leasing rules in Code § 168(h), or similar rules, to the Partnership, the Partnership’s property or the Partners.

(g)Reimbursement. The Transferor must reimburse to the Partnership an amount sufficient to cover all reasonable expenses of the Partnership in connection with such Transfer.

(h)No Dissolution. The Partnership shall at all times have at least one general partner and at least one limited partner. In the event the sole General Partner or the sole Limited Partner Transfers all of its Interest (a “Transferring Partner”), such Partner will continue to be either a general partner or a limited partner of the Partnership (as applicable) until its assignee is admitted to the Partnership as the same type of partner (whether general or limited) as the Transferring Partner. Upon the Transferring Partner’s assignee’s admission to the Partnership as a Partner, the Transferring Partner shall be deemed to have withdrawn as a Partner from the Partnership.

SECTION 7.3.Assignees.

(a)Rights of Assignees. If a Transfer complies with the provisions of Section 7.2, then the Person acquiring the Interest becomes an assignee with respect to such Interest unless and until the Person is admitted as a Partner in the Partnership pursuant to Subsection (b) below.

An assignee with respect to an Interest is entitled only to receive distributions and allocations with respect to the Interest transferred and such other rights or benefits that are expressly granted to assignees pursuant to this Agreement or the Act, but shall have no other rights, benefits or authority of a Partner under this Agreement or the Act, including without limitation no right to receive notices to the Partners, no right to bring derivative actions on behalf of the Partnership, and no other rights of a Partner under the Act or this Agreement. Provided, however, that the Interest of an assignee shall be subject to all of the restrictions, obligations and limitations under this Agreement and the Act, including without limitation the restrictions on Transfer of Interests contained in this Article.

A Partner who Transfers a portion of the Partner’s Capital Account and rights to distributions and allocations with respect to the Partner’s Interest shall retain no rights, benefit or authority of a Partner with respect to the portion of the Interest Transferred, including without limitation no right to vote or participate in the management of business of the Partnership with

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respect to the portion of the Interest Transferred. Those rights shall be extinguished unless and until the transferee is admitted as a Partner as provided in Subsection (b) below.

(b)Admission of Assignees as Partners. Except as otherwise provided in this Agreement, an assignee of an Interest in the Partnership becomes a Partner of the Partnership only upon the written consent of a majority in Interest of the Partners other than the Transferor and transferee and when the following conditions are satisfied:

(i)The assignee executes and delivers in writing a statement of acceptance and adoption of the provisions of this Agreement; and

(ii)The assignee executes, acknowledges and delivers to the Partnership such other instruments as a majority in Interest of the other Partners may reasonably deem necessary or advisable to effect the admission of such assignee as a Partner.

Each Partner may give or withhold the consent to admission as a Partner in its sole, absolute and arbitrary discretion. A Partner that is not a natural person shall exercise such consent through its board of directors or other appropriate management authority.

Notwithstanding the foregoing, if the assignee was already a Partner in the Partnership immediately prior to the transfer, the transferee shall automatically be admitted as a Partner with respect to the Interest assigned to it.

SECTION 7.4.Distributions and Allocations With Respect to Transferred Interests.

If any Interest is Transferred during any Fiscal Year in compliance with the provisions of this Article, then (i) Profits, Losses and all other items attributable to the Interest for such period shall be divided and allocated between the Transferor and the transferee by taking into account their varying interests during the period in accordance with Code § 706(d), using any conventions permitted by the Code and selected by the General Partner; (ii) all distributions on or before the date of such transfer shall be made to the Transferor, and all distributions thereafter shall be made to the transferee; and (iii) the transferee shall succeed to and assume all the rights and obligations of the Transferor to the extent related to the transferred Interest.

ARTICLE VIII

CESSATION OF PARTNERSHIP

SECTION 8.1.Withdrawal; Cessation of Partnership.

(a)Withdrawal. No Partner may withdraw voluntarily from the Partnership. Except as herein provided, no event set forth in Section 17-402(a) of the Act shall cause the General Partner to cease to be the general partner of the Partnership. An attempted withdrawal shall be null and void, and, notwithstanding any provision in the Act, the Partnership shall not be required to make any payment or distribution in connection with the attempted withdrawal.

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(b)Cessation of a Partner. A Partner shall cease to be a Partner only upon the Transfer of a Partner’s entire Interest. The terms and conditions of this Agreement shall survive a Person’s cessation as a Partner of the Partnership and the Partnership shall not dissolve as a result of a Partner’s Transfer of its entire Interest so long as the Partnership has at least one general partner and at least one limited partner.

SECTION 8.2.Dissolved Partners.

If a Partner who is a Person other than an individual is dissolved or liquidated, the legal representative or successor of such Person may exercise the rights of the Partner pending liquidation and winding up. The transfer of an Interest to the legal representative of a dissolved Partner shall not constitute a Transfer pursuant to Article VII, but the transfer from the legal representative to the beneficiaries of a dissolved Partner shall constitute a Transfer pursuant to Article VII and thus shall comply with the requirements contained in such Article.

ARTICLE IX

DISSOLUTION, WINDING UP AND LIQUIDATING DISTRIBUTIONS

SECTION 9.1.Dissolution Triggers.

The Partnership shall dissolve only upon the first to occur of any of the following events:

(a)The unanimous consent of all Partners.

(b)The entry of a decree of judicial dissolution or the administrative dissolution of the Partnership as provided in the Act (unless remedied).

(c)The failure of the Partnership to have at least one general partner or at least one limited partner.

SECTION 9.2.Winding Up.

Upon a dissolution of the Partnership, the Partners not in breach of or in default under this Agreement, or, if there are no such Partners, a court appointed liquidating trustee, shall take full account of the Partnership’s assets and liabilities and wind up the affairs of the Partnership. The Persons charged with winding up the Partnership shall settle the Partnership’s business, and dispose of and convey the Partnership’s noncash assets as promptly as reasonably possible following dissolution as is consistent with obtaining the fair market value for the Partnership’s assets.

SECTION 9.3.Liquidating Distributions.

If any General Partner’s capital account has a deficit balance (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which the liquidation of the Partnership occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Treasury Regulations § 1.704-1(b)(2)(ii)(b)(3).

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Distribution of the Partnership’s cash and the proceeds from the disposition of the Partnership’s noncash assets shall occur in the following order:

(a)To the Partnership’s creditors, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Partnership;

(b)To the Partners who are creditors whose claims are not satisfied by distributions pursuant to the preceding subsection;

(c)To the Partners in accordance with their credit (i.e., positive) Capital Account balances.

The General Partner of the Partnership may establish a trust to receive the distributions made pursuant to Subsection (c) for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying liabilities or obligations of the Partnership. Distributions from the trust to the Partners shall occur from time to time, in the reasonable discretion of the trustee of the liquidating trust, in the same proportions as would otherwise have been distributed to the Partners pursuant to this Agreement.

ARTICLE X

BOOKS AND RECORDS

SECTION 10.1.Books and Records.

The General Partner shall cause the Partnership to keep adequate books and records at its principal place of business, which shall set forth an accurate account of all transactions of the Partnership. Any Partner or its designated representative shall have the right to access during normal business hours, inspect and copy at its expense the contents of such books and records, provided the Partner sends written notice to the custodian of the records at least five (5) business days prior to the date of inspection specifying the records or information desired and the purpose for the inspection.

SECTION 10.2.Taxable Year; Accounting Methods; Annual Financial Statements.

The Partnership shall use the Fiscal Year as its taxable year. The Partnership shall report its income for income tax purposes using any reasonable method of accounting as may be selected by the General Partner. Within a reasonable period after the end of each Fiscal Year, the Partnership shall prepare annual financial statements containing a balance sheet as of the end of such Fiscal Year and an income statement for the Fiscal Year then ended. The financial statements shall include supplementary statements prepared pursuant to the Capital Account accounting methods prescribed by this Agreement and Treasury Regulations §1.704-1(b).

SECTION 10.3.Tax Information.

Within a reasonable period after the end of each Fiscal Year, the Partnership shall prepare the tax information necessary to enable each Partner to prepare its federal and state income tax returns.

13

ARTICLE XI

MISCELLANEOUS

SECTION 11.1.Notices.

Any Person required or permitted by any provision of this Agreement to give any notice, payment, demand or communication shall personally deliver such, in writing, to the Person or to an officer of the Person to whom the same is directed, or send by regular, registered, or certified United States mail, or by facsimile transmission or by private mail or courier service, addressed as follows: if to the Partnership, to the address of the General Partner, or to such other address as the Partnership may specify from time to time by notice to the Partners; if to a Partner, to the address set forth below, or to such other address as such Person may specify from time to time by notice to the Partnership and to the other Partners.

Via Private Mail or Courier
Service or Facsimile	Via United States Mail
Family Dollar Services, Inc. 10401 Old Monroe Road Matthews, North Carolina 28105 ATTN: General Counsel FAX: 704-841-1401	Family Dollar Services, Inc. P.O. Box 1017 Charlotte, North Carolina 28201 ATTN: General Counsel
Family Dollar Holdings, Inc. 10401 Old Monroe Road Matthews, North Carolina 28105 ATTN: General Counsel FAX: 704-841-1401	Family Dollar Holdings, Inc. P.O. Box 1017 Charlotte, North Carolina 28201 ATTN: General Counsel

Any such notice shall be deemed to be delivered, given and received for all purposes (i) as of the date of actual receipt if delivered personally or if sent by regular mail, facsimile transmission or by private mail or courier service, or (ii) two (2) business days after the date on which the same was sent by registered or certified United States mail, postage and charges prepaid, return receipt requested, addressed as provided above.

SECTION 11.2.Deemed Contributions Under Code Section 1032.

All deemed contributions that occur as a result of transactions governed by Code Section 1032 and the applicable regulations thereunder shall occur from each Partner in an amount that is in proportion to the number of Units held by them on the date that any such deemed contribution occurs.

SECTION 11.3.Binding Effect.

Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective

14

heirs, legatees, legal representatives, successors, transferees and assigns. None of the provisions of this Agreement are intended to create any enforceable rights or benefit in any creditor of the Partnership or any Partner.

SECTION 11.4.Construction.

Any court or arbitrator shall construe every covenant, term and provision of this Agreement in accordance with its simple and fair meaning and not strictly for or against any Partner. No court or arbitrator shall interpret any provision of this Agreement as a penalty upon, or a forfeiture by, any party to this Agreement. The parties acknowledge that each party to this Agreement shared equally in the drafting and construction of this Agreement and, accordingly, no court or arbitrator construing this Agreement shall construe it more strictly against one party hereto than the other.

SECTION 11.5.Entire Agreement; Amendments.

This Agreement and the Certificate constitute the entire agreement among the parties with respect to the affairs of the Partnership and the conduct of its business, and supersede all prior agreements and understandings, whether oral or written. This Agreement and the Certificate may be amended only by a written amendment that receives the vote of all the Partners; provided, however, that the Agreement may be amended from time to time without the necessity of obtaining the vote of the Partners, to reflect the admission of Partners and the transfers of Interests, to reflect address changes, to correct typographical or clerical errors, or to bring this Agreement into compliance with federal or state tax laws or regulations, in which case a copy of such amendment shall promptly be sent to each Partner.

SECTION 11.6.Headings.

Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 11.7.Severability.

Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

SECTION 11.8.Additional Documents.

Each Partner, upon the request of the Partnership, agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

15

SECTION 11.9.Variation of Pronouns.

All pronouns and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

SECTION 11.10.Governing Law; Dispute Resolution.

The laws of the State of Delaware, exclusive of its conflicts of laws provisions, shall govern the validity of this Agreement, the construction and interpretation of its terms, and organization and internal affairs of the Partnership and the limited liability of the Limited Partners. All unresolved disputes arising out of or in any way related to the Partnership or this Agreement shall be adjudicated in the courts of the State of North Carolina sitting in Mecklenburg County, and by executing this Agreement each Partner irrevocably consents to the exclusive personal jurisdiction of said courts for such purposes.

SECTION 11.11.Waiver of Action for Partition.

Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the assets of the Partnership.

SECTION 11.12.Counterpart Execution; Facsimile Execution.

This Agreement may be executed in any number of counterparts with the same effect as if all of the parties had signed the same document. Such executions may be transmitted to the Partnership and/or the other parties by facsimile and such facsimile execution shall have the full force and effect of an original signature. All fully executed counterparts, whether original executions or facsimile executions or a combination, shall be construed together and shall constitute one and the same agreement.

SECTION 11.13.Tax Matters Partner.

The General Partner shall serve as the “tax matters partner” under the Code and in any similar capacity under state or local law. In addition, the Tax Matters Partner shall have the power and authority (i) to extend the statute of limitations for assessment of tax deficiencies against Partners with respect to adjustments to the Partnership’s federal, state, or local tax returns; and (ii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners, and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of the Partnership or the Partners; provided, however, that the Tax Matters Partner shall keep the other Partners reasonably informed as to the status of any tax investigations, audits, lawsuits or other judicial or administrative tax proceedings and shall promptly copy all other Partners on any correspondence to or from the Internal Revenue Service or state, local or foreign taxing authority relating to such proceedings.

SECTION 11.14.Time of the Essence.

Time is of the essence with respect to each and every term and provision of this Agreement.

16

SECTION 11.15.Exhibits Incorporated by Reference.

Each of the Exhibits referenced in the Table of Contents or otherwise referred to in this Agreement is hereby incorporated into this Agreement by this reference.

IN WITNESS WHEREOF, the Partners have executed this Agreement to be effective as of the Effective Date.

[EXECUTIONS APPEAR ON FOLLOWING PAGE(S)]

17

EXECUTION PAGE

TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR MERCHANDISING, L.P.,

a Delaware limited partnership

LIMITED PARTNER:
FAMILY DOLLAR SERVICES, INC., a North Carolina corporation
By:		/s/ C. Martin Sowers
Title:		Sr. Vice President — Finance
GENERAL PARTNER:
FAMILY DOLLAR HOLDINGS, INC., a North Carolina corporation
By:		/s/ C. Martin Sowers
Title:		Sr. Vice President — Finance
THE PARTNERSHIP:
FAMILY DOLLAR MERCHANDISING, L.P.,
a Delaware limited partnership
By:	FAMILY DOLLAR HOLDINGS, INC., its general partner
	By:		/s/ C. Martin Sowers
	Title:		Sr. Vice President — Finance

18

EXHIBIT A

TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR MERCHANDISING, L.P.,

a Delaware limited partnership

GLOSSARY OF TERMS

Many of the capitalized words and phrases used in this Agreement are defined below. Some defined terms used in this Agreement are applicable to only a particular Section of this Agreement or an Exhibit and are not listed below, but are defined in the Section or Exhibit in which they are used.

“Act” shall mean the Delaware Revised Uniform Limited Partnership Act, as in effect in Delaware and set forth at 6 Del. C. c.17 (or any corresponding provisions of succeeding law).

“Adjusted Capital Account” means, with respect to any Partner, such Partner’s Capital Account (as defined below) as of the end of the relevant Fiscal Year increased by any amounts which such Partner is obligated to restore, or is deemed to be obligated to restore pursuant to the next to last sentences of Treasury Regulations § 1.704-2(g)(1) (share of minimum gain) and 1.704-2(i)(5) (share of partner nonrecourse debt minimum gain) and decreased by the items described in Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Agreed Value” shall mean with respect to any noncash asset of the Partnership an amount determined and adjusted in accordance with the following provisions:

(a)The initial Agreed Value of any noncash asset contributed to the capital of the Partnership by any Partner shall be its gross fair market value, as agreed to by the contributing Partner and the Partnership.

(b)The initial Agreed Value of any noncash asset acquired by the Partnership other than by contribution by a Partner shall be its adjusted basis for federal income tax purposes.

(c)The initial Agreed Values of all the Partnership’s noncash assets, regardless of how those assets were acquired, shall be reduced by depreciation or amortization, as the case may be, determined in accordance with the rules set forth in Treasury Regulations § 1.704-1(b)(2)(iv)(f)and(g).

(d)The Agreed Values, as reduced by depreciation or amortization, of all noncash assets of the Partnership, regardless of how those assets were acquired, shall be adjusted from time to time to equal their gross fair market values, as determined by the General Partner, as of the following times:

(i)the acquisition of an Interest or an additional Interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution;

(ii)the distribution by the Partnership of more than a de minimis amount of money or other property as consideration for all or part of an Interest in the Partnership; and

(iii)the termination of the Partnership for federal income tax purposes pursuant to Code § 708(b)(1)(B).

“Agreement” shall mean this Partnership Agreement as amended from time to time.

“Capital Account” shall mean with respect to each Partner an account maintained and adjusted in accordance with the following provisions:

(a)Each Partner’s Capital Account shall be increased by such Partner’s Capital Contributions, such Partner’s distributive share of Profits, any items in the nature of income or gain that are allocated pursuant to the Regulatory Allocations and the amount of any Partnership liabilities that are assumed by such Partner or that are secured by Partnership property distributed to such Partner.

(b)Each Partner’s Capital Account shall be decreased by the amount of cash and the Agreed Value of any Partnership property distributed to such Partner pursuant to any provision of this Agreement (other than repayments of loans to the Partnership), such Partner’s distributive share of Losses, any items in the nature of loss or deduction that are allocated pursuant to the Regulatory Allocations, and the amount of any liabilities of such Partner that are assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership.

In the event any Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.

In the event the Agreed Values of the Partnership assets are adjusted pursuant to the definition of Agreed Value contained in this Agreement, the Capital Accounts of all Partners shall be adjusted simultaneously to reflect the aggregate adjustments as if the Partnership recognized gain or loss equal to the amount of such aggregate adjustment.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such regulations.

“Capital Contribution” shall mean with respect to any Partner, the amount of money and the initial Agreed Value of any property (other than money) contributed to the Partnership with respect to the Interest of such Partner.

“Certificate” shall mean the certificate of limited partnership required to be filed by the Partnership pursuant to the Act together with any amendments thereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor federal revenue law.

A-2

“Effective Date” shall mean January 1, 2002.

“Fiscal Year” shall mean, with respect to the first year of the Partnership, the period beginning upon the formation of the Partnership and ending on August 31, 2002, with respect to subsequent years of the Partnership, the period pertaining to the fiscal year of the Partners holding a majority Interest in the Partnership, and, with respect to the last year of the Partnership, the portion of the fiscal year of the Partners holding a majority Interest in the Partnership ending with the date of the final liquidating distributions.

“General Partner” shall refer to Family Dollar Holdings, Inc. and to any other Persons who are admitted to the Partnership as General Partner under the terms of this Agreement until such Persons have ceased to be General Partners under the terms of this Agreement.

“Interest” shall mean all of the rights of each Partner with respect to the Partnership created under this Agreement or under the Act. With respect to any provision of this Agreement that requires the vote, approval, consent or similar action by a specified group of the Partners, reference to a majority or a specified percentage in Interest of the specified group of the Partners means Partners holding a majority (or specified percentage) of the Units outstanding. For instance, a provision requiring the approval of a majority in Interest of the Limited Partners shall require the vote of Partners holding a majority of the outstanding Units held by Limited Partners.

“Limited Partner” shall refer to Family Dollar Services, Inc. and to any other Persons who are admitted to the Partnership as Limited Partners under the terms of this Agreement until such Persons have ceased to be Limited Partners under the terms of this Agreement.

“Net Cash” shall mean the gross cash proceeds to the Partnership from all sources whatsoever (including without limitation operations, Capital Contributions, sales or dispositions of Partnership property, financings or refinancings of Partnership assets, and reserves from prior periods), less the portion thereof used to pay or establish reserves for Partnership expenses, debt payments, capital improvements, replacements, and contingencies, all as determined by the General Partner. “Net Cash” shall not be reduced by depreciation, amortization, cost recovery deductions or similar allowances. “Net Cash” shall include all principal and interest payments with respect to any note or other obligation received by the Partnership in connection with sales and other dispositions of its property.

“Partners” shall refer collectively to the Persons referenced in Section 2.1 as General Partners or Limited Partners and to any other Persons who are admitted to the Partnership as Partners under the terms of this Agreement until such Persons have ceased to be Partners under the terms of this Agreement. “Partner” means any one of the Partners.

“Partnership” shall mean the limited partnership formed pursuant to the Certificate and this Agreement.

“Person” shall mean any natural person, partnership, trust, estate, association, limited partnership, corporation, custodian, nominee, governmental instrumentality or agency, body politic or any other entity in its own or any representative capacity.

A-3

“Profits and Losses” shall mean, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code § 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code § 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(b)Any expenditures of the Partnership described in Code § 705(a)(2)(B) or treated as Code § 705(a)(2)(B) expenditures pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;

(c)Gain or loss resulting from dispositions of Partnership assets shall be computed by reference to the Agreed Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Agreed Value.

“Regulatory Allocations” shall mean the allocations of items of Partnership income, gain, loss and deduction set forth on the Regulatory Allocations Exhibit.

“Residual Interest” shall mean the percentage of Units held by a particular Partner or assignee in relation to the total of all Units outstanding.

“Transfer” and “Transferor” shall have the definitions set forth in Section 7.2 of the Agreement.

“Treasury Regulations” shall mean the final and temporary Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Units” are the means by which the Interests in the Partnership are divided among the Partners and the Partnership. The initial number of Units assigned to each Partner is set forth in Section 2.1 of the Agreement. A Partner’s or assignee’s proportionate part of the total outstanding Interests shall equal the total number of Units held by him divided by the total number of Units outstanding.

[THE REMAINDER OF THIS PAGE INTENTIONALLY HAS BEEN LEFT BLANK.]

A-4

EXHIBIT B

TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR MERCHANDISING, L.P.,

a Delaware limited partnership

REGULATORY ALLOCATIONS

This Exhibit contains special rules for the allocation of items of Partnership income, gain, loss and deduction that override the basic allocations of Profits and Losses in Sections 4.1 and 4.2 and allocation of other items under Section 4.3(b) of the Agreement to the extent necessary to cause the overall allocations of items of Partnership income, gain, loss and deduction to have substantial economic effect pursuant to Treasury Regulations § 1.704-1(b). Subsection (a) below contains special technical definitions.

(a)Definitions Applicable to Regulatory Allocations. For purposes of the Agreement, the following terms shall have the meanings indicated:

(i)“Partnership Minimum Gain” has the meaning of “partnership minimum gain” set forth in Treasury Regulations § 1.704-2(d), and is generally the aggregate gain the Partnership would realize if it disposed of its property subject to Nonrecourse Liabilities in full satisfaction of each such liability, with such other modifications as provided in Treasury Regulations § 1.704-2(d).

(ii)“Partner Nonrecourse Deductions” shall mean losses, deductions or Code § 705(a)(2)(B) expenditures attributable to Partner Nonrecourse Debt under the general principles applicable to “partner nonrecourse deductions” set forth in Treasury Regulations § 1.704-2(i)(2).

(iii)“Partner Nonrecourse Debt” means any Partnership liability with respect to which one or more but not all of the Partners or related Persons to one or more but not all of the Partners bears the economic risk of loss within the meaning of Treasury Regulations § 1.752-2 as a guarantor, lender or otherwise.

(iv)“Partner Nonrecourse Debt Minimum Gain” shall mean the minimum gain attributable to Partner Nonrecourse Debt as determined pursuant to Treasury Regulations § 1.704-2(i)(3).

(v)“Nonrecourse Deductions” shall mean losses, deductions, or Code § 705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities (see Treasury Regulations § 1.704-2(b)(1)). The amount of Nonrecourse Deductions for a Fiscal Year shall be determined pursuant to Treasury Regulations § 1.704-2(c), and shall generally equal the net increase, if any, in the amount of Partnership Minimum Gain for that taxable year,

determined generally according to the provisions of Treasury Regulations § 1.704-2(d), reduced (but not below zero) by the aggregate distributions during the year of proceeds of Nonrecourse Liabilities that are allocable to an increase in Partnership Minimum Gain, with such other modifications as provided in Treasury Regulations § 1.704-2(c).

(vi)“Nonrecourse Liability” means any Partnership liability (or portion thereof) for which no Partner bears the economic risk of loss under Treasury Regulations § 1.752-2.

(vii)“Regulatory Allocations” shall mean allocations of Nonrecourse Deductions provided in Paragraph (b) below, allocations of Partner Nonrecourse Deductions provided in Paragraph (c) below, the minimum gain chargeback provided in Paragraph (d) below, the partner nonrecourse debt minimum gain chargeback provided in Paragraph (e) below, the qualified income offset provided in Paragraph (f) below, the gross income allocation provided in Paragraph (g) below, and the curative allocations provided in Paragraph (h) below.

(b)Nonrecourse Deductions. All Nonrecourse Deductions for any Fiscal Year shall be allocated to the Partners the same manner as Losses generally are allocated pursuant to Section 4.1(a) of this Agreement.

(c)Partner Nonrecourse Deductions. All Partner Nonrecourse Deductions for any Fiscal Year shall be allocated to the Partner who bears the economic risk of loss under Treasury Regulations § 1.752-2 with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable.

(d)Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain for a Fiscal Year, each Partner shall be allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of such net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations § 1.704-2(g)(2) and the definition of Partnership Minimum Gain set forth above. This provision is intended to comply with the minimum gain chargeback requirement in Treasury Regulations § 1.704-2(f) and shall be interpreted consistently therewith.

(e)Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt for any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt as of the beginning of the Fiscal Year, determined in accordance with Treasury Regulations § 1.704-2(i)(5), shall be allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations §§ 1.704-2(i)(4) and (5) and the definition of Partner Nonrecourse Debt Minimum Gain set forth above. This Paragraph is intended to comply with the partner nonrecourse debt minimum gain

B-2

chargeback requirement in Treasury Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

(f)Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations §§ 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income, and gain for such year) shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit in such Partner’s Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible.

(g)Gross Income Allocation. In the event any Partner has a deficit in its Adjusted Capital Account at the end of any Fiscal Year, each such Partner shall be allocated items of Partnership gross income and gain, in the amount of such Adjusted Capital Account deficit, as quickly as possible.

(h)Rules for Applying the Regulatory Allocations. The Regulatory Allocations shall be interpreted and applied in light of the purpose set forth in the first sentence of the Regulatory Allocations. However, to the greatest extent possible consistent with that purpose, the General Partner shall take the Regulatory Allocations into account in allocating other items of income, gain, loss or deduction among the Partners such that the net amounts allocated to each Partner would be the same as his distributive share of Profits and Losses would have been had the Regulatory Allocations not been made. The General Partner shall apply the Regulatory Allocations in whatever order the General Partner reasonably determine will minimize the economic distortion that might otherwise result from the application of the Regulatory Allocations.

(i)Waiver of Minimum Gain Chargeback Provisions. If the General Partner determines that (i) either of the two minimum gain chargeback provisions contained in this Exhibit would cause a distortion in the economic arrangement among the Partners, (ii) it is not expected that the Partnership will have sufficient other items of income and gain to correct that distortion, and (iii) the Partners have made Capital Contributions or received net income allocations that have restored any previous Nonrecourse Deductions or Partner Nonrecourse Deductions, the General Partner shall have the authority, but not the obligation, to request the Internal Revenue Service to waive the minimum gain chargeback or partner nonrecourse debt minimum gain chargeback requirements pursuant to Treasury Regulations §§ 1.704-2(f)(4) and 1.704-2(i)(4).

(j)Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code § 734(b) or Code § 743(b) is required, pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

B-3

EXHIBIT C

TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR MERCHANDISING, L.P.,

a Delaware limited partnership

ASSETS CONTRIBUTED BY LIMITED PARTNER

ASSET DESCRIPTION	AGREED VALUE
FAX MACHINE	$	3,967.13
OFFICE FURNITURE	$	468.60
OFFICE FURNITURE	$	3,718.82
OFFICE FURNITURE	$	4,444.67
PRINTER	$	334.19
ENTERPRISE SUPPLY CHAIN SOFTWARE AND OTHER PROPRIETARY SOFTWARE AND KNOW-HOW (including various spreadsheet applications related to inventory procurement, merchandise assortment, logistics planning, etc.)	$	50,495,000.00
VENDOR RELATIONSHIPS AND OTHER ESTABLISHED GOODWILL	$	112,643,000.00

EX-3.35

Exhibit 3.35

ARTICLES OF INCORPORATION

OF

FDS OPERATIONS, INC.

The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the North Carolina Business Corporation Act.

FIRST:The corporate name for the corporation (hereinafter called the “corporation”) is FDS OPERATIONS, INC.

SECOND:The number of shares which the corporation is authorized to issue is ten thousand (10,000), all of which are of a par value of Ten Dollars ($10.00) each and are of the same class and are to be Common shares.

THIRD:The street address of the initial registered office of the corporation in the State of North Carolina is 10401 Old Monroe Road, Matthews, North Carolina 28105; the mailing address of the initial registered office is P. O. Box 1017, Charlotte, North Carolina 28201-1017. The county in which the said registered office is located is the County of Mecklenburg.

The name of the initial registered agent of the corporation at the said registered office is Leon Levine.

FOURTH:The name and address of the incorporator are:

NAME	ADDRESS
Anne M. Kreamer	66 Luckie Street
	Suite 604
	Atlanta, GA 30303

FIFTH:The purposes for which the corporation is formed is to engage in any lawful business.

SIXTH:The corporation shall, to the fullest extent permitted by the provisions of the North Carolina Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to

indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders, or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SEVENTH:The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the North Carolina Business Corporation Act, as the same may be amended and supplemented.

EIGHTH:The duration of the corporation shall be perpetual.

Signed on July 3, 1991.
	/s/ Anne M. Kreamer
	Anne M. Kreamer, Incorporator

ARTICLES OF AMENDMENT BEFORE THE ISSUANCE OF SHARES

TO THE CHARTER

OF

FDS OPERATIONS, INC.

The undersigned incorporator, for the purpose of amending the charter of the corporation in accordance with G. S. 55-10-05, hereby sets forth:

1.The name of the corporation is FDS OPERATIONS, INC.

2.The following amendment is hereby adopted:

Article First of the Articles of Incorporation is hereby deleted in its entirety and the following Article First is inserted to read as follows:

“FIRST:The name of the corporation is FAMILY DOLLAR OPERATIONS, INC.”

3.The foregoing amendment is made by the sole incorporator before the issuance of any shares.

IN WITNESS WHEREOF, I set my hand and seal this 24th day of July, 1991.

	/s/ Anne M. Kreamer
	Anne M. Kreamer
	Incorporator
State of Georgia
County of Fulton

This is to certify that on this 24th day of July, 1991, before me, a notary public, personally appeared Anne M. Kreamer who, being by me first duly sworn, declared that she signed the foregoing document in the capacity indicated, that she was authorized to so sign, and that the statements therein contained are true.

Witness my hand and official seal this 24th day of July, 1991.

	/s/ Notary Public
(SEAL)	Notary Public, Cobb County, Georgia,
	My Commission Expires June 1, 1994
My Commission Expires:

EX-3.36

Exhibit 3.36

BYLAWS

OF

FAMILY DOLLAR OPERATIONS, INC.

ARTICLE I

Offices

Section 1.Principal Office. The principal office of the Corporation shall be located in Matthews, North Carolina, or at such other place as the Board of Directors shall determine from time to time.

Section 2.Registered Office. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

Section 3.Other Offices. The Corporation may have any number of additional offices, at such other places as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE II

Meetings of Shareholders

Section 1.Place of Meetings. All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina as shall be determined by the Board of Directors or agreed upon by a majority of the shareholders entitled to vote thereat and designated in the notice of the meeting.

Section 2.Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at 11:00 o’clock a.m. on the second Monday in September of each year if not a legal holiday,

but if a legal holiday, on the next business day, for the purpose of electing directors of the Corporation and for the transaction of such other business as may be properly brought before the meeting.

Section 3.Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.Special Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President, the Secretary, or the Board of Directors of the Corporation, or by any shareholder pursuant to written request of the holders of not less than one-tenth of all stock entitled to vote. Special meetings shall be held at the principal office of the Corporation, or at such other place as shall be designated in the notice of meeting.

Section 5.Notice of Meetings. Written or printed notice stating the time and place of the meeting shall be delivered not less than ten nor more than sixty days before the date thereof, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary or other person calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, that each shareholder, whether or not entitled to vote, shall be given notice of any meeting called for the purpose of approving a plan of merger or share exchange, a proposed sale of assets other than in the ordinary course of business, or the proposed dissolution of the Corporation.

In the case of an annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless it is a matter, other than the election of directors, on which the vote of shareholders is expressly required by the provisions of the North Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

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When a meeting is adjourned, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken, unless a new record date is or must be fixed under the provisions of the following Section 6. If a new record date is or must be so fixed, notice of the adjourned meeting must be given in accordance with this Section 5 to persons who are shareholders as of the new record date.

Section 6.Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or determining shareholders entitled to take any other action, the Board of Directors may fix any future date as the record date provided that such date is not more than seventy days before the date set for the meeting or action. A new record date must be established if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

Section 7.Voting Lists. On or before the second business day after notice of a shareholder meeting is given, the Secretary shall prepare an alphabetical list of the shareholders who are entitled to vote at such shareholder meeting. The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address and number of shares held by each shareholder. The shareholders list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.

Section 8.Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum exists with respect to that matter. Unless the North Carolina Business Corporation Act provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group shall constitute a quorum of that voting group for action on that matter. If there is no quorum at the opening of a meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and,

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at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of the meeting unless a new record date is or must be set for the adjourned meeting.

Section 9.Proxies. Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his duly authorized attorney-in-fact. A proxy is not valid after the expiration of eleven months from the date of its execution, unless the person executing it specifies therein some other period of time for which it is to continue in force, or limits its use to a particular meeting.

Section 10.Voting of Shares. Unless the Articles of Incorporation provide otherwise, each outstanding share having voting rights with respect to a matter submitted to a vote at a meeting of shareholders shall be entitled to one vote on such matter. If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, a Bylaw adopted by the shareholders or the North Carolina Business Corporation Act requires a greater number of affirmative votes. Voting on all matters, except the election of directors, shall be by voice vote or by a show of hands, unless the holders of one-tenth of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.

Section 11.Informal Action by Shareholders. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon any such action at a meeting, and filed with the Secretary of the Corporation to be kept in the corporate minute book. Unless otherwise fixed in accordance with Section 6 above or the North Carolina Business Corporation Act, the record date for determining shareholders entitled to

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take action without a meeting is the date the first shareholder signs the consent. If the North Carolina Business Corporation Act requires that notice of the proposed action be given to nonvoting shareholders, written notice of the proposed action must be given to the nonvoting shareholders at least ten days before the action is taken by unanimous consent of the voting shareholders.

ARTICLE III

Directors

Section 1.General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors or under the direction of such committees as the Board may establish pursuant to these Bylaws.

Section 2.Number, Term, and Qualification. The number of directors of the Corporation shall be one (1). Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

Section 3.Election of Directors. Except as provided in Section 5 of this Article, the directors shall be elected at each annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, election of directors shall be by ballot.

Section 4.Removal. A director may be removed from office with or without cause by a vote of shareholders only if the number of votes cast to remove such director exceeds the number of votes cast against removal. However, if the shareholders are entitled to vote cumulatively for the election of directors, an individual director may not be removed if the number of shares voting against the removal would be sufficient to elect such director if such shares were voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting. A director may not be removed by the shareholders at a meeting unless the notice of the meeting states that the purpose or one of the purposes of the meeting is

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removal of the director; provided, however, that a director may be removed by the unanimous written consent of the shareholders.

Section 5.Vacancies. A vacancy occurring in the Board of Directors, including a vacancy created by an increase in the authorized number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by the sole remaining director. The shareholders may elect a director at any time to fill a vacancy not filled by the directors.

ARTICLE IV

Meetings of Directors

Section 1.Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina for the holding of additional regular meetings.

Section 2.Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President, or any two directors. Such meetings may be held either within or without the State of North Carolina.

Section 3.Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication (including oral notice), provided that such notice need not specify the purpose for which the meeting is called. Attendance by a director at, or his participation in, a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 4.Presumption of Assent. A director of the Corporation who is present at a meeting of the

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Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting or unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent or abstention with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstention shall not apply to a director who voted in favor of such action.

Section 5.Quorum. A majority of the directors fixed by or pursuant to these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 6.Manner of Acting. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, if a quorum is present when the vote is taken, the act of a majority of the directors present shall be the act of the Board of Directors.

Section 7.Telephonic Meetings. Unless otherwise restricted by the Articles of Incorporation, the Board of Directors may permit any or all of the directors to participate in a regular or special meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 8.Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action, if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. The action taken without a meeting shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

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ARTICLE V

Committees of the Board

Section 1.Creation. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by or pursuant to these Bylaws, may designate two or more directors to constitute an Executive Committee or other committees, each of which, to the extent authorized by law and provided in the resolution shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except as set forth in Section 6 of this Article V.

Section 2.Vacancy. Any vacancy occurring in an Executive Committee or other committee shall be filled by a majority of the number of directors fixed by or pursuant to these Bylaws at a regular or special meeting of the Board of Directors.

Section 3.Removal. Any member of an Executive Committee or other committee may be removed at any time, with or without cause, by a majority of the number of directors fixed by or pursuant to these Bylaws.

Section 4.Minutes. The Executive Committee and any other committee shall keep regular minutes of its proceedings and report the same to the Board when required.

Section 5.Responsibility of Directors. The designation of an Executive Committee or other committee and the delegation thereto of authority shall not alone operate to relieve the Board of Directors or any member thereof, of any responsibility or liability imposed upon it or him by law.

Section 6.Restrictions on Committees. Neither the Executive Committee nor any other committee shall have the authority to (a) authorize distributions; (b) approve or propose to shareholders action that the North Carolina Business Corporation Act requires be approved by shareholders; (c) fill vacancies on the Board of Directors or on any of its committees; (d) amend the Articles of Incorporation; (e) adopt, amend or repeal Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method

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prescribed by the Board of Directors; or (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except within limits specifically prescribed by the Board of Directors.

ARTICLE VI

Officers

Section 1.Number. The Board of Directors may elect from its own number a Chairman of the Board, and shall elect a President, a Treasurer and a Secretary (who may or may not be directors); and it may elect or appoint from time to time such Vice Presidents and other or additional officers as in its opinion are desirable for the conduct of the business of the Corporation. The Board of Directors may by resolution empower any officer or officers of the Corporation to appoint from time to time such Vice Presidents and other or additional officers as in the opinion of the officer(s) so empowered by the Board are desirable for the conduct of the business of the Corporation. Any two or more offices may be held by the same person, but no individual may act in more than one capacity where action of two or more officers is required.

Section 2.Election and Term. The officers of the Corporation shall be elected or appointed by the Board of Directors or appointed by an officer empowered by the Board in accordance with Section 1 above. Such elections by the Board of Directors may be held at any regular or special meeting of the Board. Each officer shall hold office for a period of one year or until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies.

Section 3.Removal. Any officer or agent elected or appointed by the Board of Directors or appointed by an officer empowered by the Board may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.

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Section 4.Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 5.Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Corporation, and shall preside at all meetings of the shareholders and of the Board of Directors. The Chairman of the Board shall have general and active supervision of the business of the Corporation. The Chairman of the Board shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 6.President. The President shall be the chief operating officer of the Corporation. The President shall manage the regular business of the Corporation, and shall see that all orders of the Chairman of the Board and orders and resolutions of the Board of Directors are carried into effect. The President shall perform such other duties and have such other powers as the Board of Directors or the Chairman of the Board may from time to time prescribe.

Section 7.Vice Presidents. In the absence or disability of the President or in the event of his death, inability or refusal to act, the Vice Presidents, in the order of their length of service as such, unless otherwise determined by the Board of Directors, shall perform the duties and exercise the powers of the President. In addition, the Vice President shall perform such other duties and have such other powers as the Board of Directors shall prescribe.

Section 8.Secretary and Assistant Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and directors. He shall give all notices required by law and by these Bylaws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix, or attest the affixing of, the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the Corporation and shall keep, at the registered or principal office of the Corporation, a record of the shareholders showing the name and address of each shareholder, and the number and class of the shares held by each. The Secretary shall

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keep or cause to be kept the following records of the Corporation at the principal office of the Corporation: (i) the Articles of Incorporation with all amendments thereto currently in effect; (ii) the Bylaws, as amended; (iii) minutes of all shareholder meetings and all shareholder written consents, in each case, for the immediately preceding three years; (iv) the names and business addresses of the current officers; (v) the most recent annual report delivered to the Secretary of State of North Carolina; (vi) any and all resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (vii) all written communications to shareholders generally within the past three years; and (viii) the financial statements required to be available to the shareholders for the past three years. The Secretary shall sign such instruments as may require his signature, and, in general, shall perform all duties as may be assigned to him from time to time by the Chairman of the Board, the President or by the Board of Directors. The Assistant Secretary shall render assistance to the Secretary in all the responsibilities hereinabove assigned.

Section 9.Treasurer and Assistant Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose; he shall prepare or cause to be prepared annual financial statements of the Corporation, including a balance sheet as of the end of the fiscal year, an income statement for that year and a statement of cash flows for the year, and otherwise conforming to the requirements of §55-16-20 of the North Carolina General Statutes or any successor provision. The financial statements so prepared shall be kept available for inspection by any shareholder for a period of three years. The Treasurer shall mail the annual financial statements, or a written notice of their availability, to each shareholder within 120 days after the close of each fiscal year, and shall mail or otherwise deliver a copy of the

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latest such statement to any shareholder upon his written request therefor.

The Treasurer shall also prepare and file, or cause to be prepared and filed, all reports and returns required by Federal, State or local law and shall generally perform all other duties incident to his office and such other duties as may be assigned to him from time to time by the Chairman of the Board, the President or the Board of Directors. The Assistant Treasurer shall render assistance to the Treasurer in all the responsibilities hereinabove assigned.

Section 10.Bonds. The Board of Directors may, by resolution, require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient securities, conditioned on faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VII

Contracts, Loans and Deposits

Section 1.Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2.Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4.Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such

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depositories as the Board of Directors shall direct.

ARTICLE VIII

Stock Certificates and Their Transfer

Section 1.Certificates for Shares. Certificates representing shares of the Corporation shall be issued, in such form as the Board of Directors shall determine, to every shareholder for the fully paid shares owned by him. These certificates shall be signed by the Chairman of the Board, the President or the Vice President and the Secretary or Treasurer (or Assistant Secretary or Assistant Treasurer). They shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

Section 2.Transfer of Shares. Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder thereof or by his duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.

Section 3.Lost Certificates. The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

Section 4.Holder of Record. The Corporation may treat as absolute owner of shares the persons in whose name the shares stand of record on its books,

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just as if that person has full competency, capacity and authority to exercise all rights of ownership, irrespective of any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relationship or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate, except that any person furnishing to the Corporation proof of his appointment as a fiduciary shall be treated as if he were a holder of record of its shares.

ARTICLE IX

General Provisions

Section 1.Distributions to Shareholders. The Board of Directors may from time to time authorize, and the Corporation may make, distributions to its shareholders (including, without limitation, dividends and distributions involving acquisition of the Corporation’s shares) in the manner and upon the terms and conditions provided by law, and subject to the provisions of its Articles of Incorporation. If the Board of Directors does not fix the record date for determining shareholders entitled to a distribution, the record date shall be the date the Board of Directors authorizes the distribution; provided, that no record date is necessary for distributions involving the acquisition by the Corporation of its own shares from a specific shareholder or group of shareholders.

Section 2.Seal. The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and North Carolina and in the center of which is inscribed “Corporate Seal.”

Section 3.Waiver of Notice. Whenever any notice is required to be given to any shareholder or director under the provisions of the North Carolina Business Corporation Act or under the provisions of the Articles of Incorporation or Bylaws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice and delivered to the Corporation for inclusion in the minutes or filing in the corporate records, whether before or after the

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time stated therein, shall be equivalent to the giving of such notice.

Section 4.Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

Section 5.Amendments. Except as otherwise provided herein, in the Articles of Incorporation or in the North Carolina Business Corporation Act, these Bylaws (including this Section 5) may be amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Directors. The Board of Directors shall have no power to amend or repeal any Bylaw, or to adopt any new Bylaw, which in either case has the effect of: (1) requiring the presence of more votes for a quorum of any voting group of shareholders than is required by law; (2) requiring more affirmative votes to constitute action on a particular matter by any voting group of shareholders than are required by law; (3) changing the size of the Board of Directors from a fixed number to a variable-range or vice versa, changing the range of a variable-range size board, or expanding the authority of the Board of Directors to otherwise increase, decrease or fix the number of directors; (4) classifying and staggering the election of directors; or (5) expanding the right(s) of directors to indemnification from the Corporation beyond the indemnification authorized or mandated under Sections 55-8-51 and 55-8-52, respectively, of the North Carolina General Statutes, unless such expansion meets one or more of the requirements of Section 55-8-31(a)(1), (2) and (3) of the North Carolina General Statutes.

No Bylaws adopted, amended or repealed by the shareholders may be readopted, amended or repealed by the Board of Directors unless the Articles of Incorporation or a Bylaw adopted by the shareholders authorizes the Board of Directors to adopt, amend or repeal that particular Bylaw or the Bylaws generally.

A Bylaw that fixes a greater quorum or voting requirement for the Board of Directors may be adopted, amended or repealed only in accordance with the provisions of § 55-10-22 of the North Carolina General Statutes.

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Section 6.Indemnification. Any person who at any time serves or has served as a director, officer, employee or agent of the Corporation, or in such capacity at the request of the Corporation for any other foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or as trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit or proceeding.

To the extent permitted by law, expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified hereunder by the Corporation.

If a person claiming a right to indemnification under this Section obtains a non-appealable judgment against the Corporation requiring it to pay substantially all of the amount claimed, the claimant shall be entitled to recover from the Corporation the reasonable expense (including reasonable legal fees) of prosecuting the action against the Corporation to collect the claim.

Notwithstanding the foregoing provisions, the Corporation shall not indemnify or agree to indemnify any person against liability or litigation expense he may incur (i) on account of such person’s activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Corporation; or (ii) as a result of any improper benefit realized by such person.

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The Board of Directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him and giving notice to, and obtaining approval by, the shareholders of the Corporation.

Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this bylaw.

Unless otherwise provided herein, the indemnification extended to a person that has qualified for indemnification under the provisions of this Section 6 shall not be terminated when the person has ceased to be a director, officer, employee or agent for all causes of action against the indemnified party based on acts and events occurring prior to the termination of the relationship with the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

The rights granted herein shall not be limited by the provisions contained in Section 55-8-51 of the North Carolina General Statutes or any successor to such statute.

* * * * * * * * * * * * * * * * * * * *

THESE BYLAWS READ, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF FAMILY DOLLAR OPERATIONS, INC. AS OF THE 26TH DAY OF JULY, 1991.

/s/ George R. Mahoney, Jr.

Secretary

CBS/2115

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EX-3.37

Exhibit 3.37

ARTICLES OF INCORPORATION

OF

FDS SERVICES, INC.

The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the North Carolina Business Corporation Act.

FIRST: The corporate name for the corporation (hereinafter called the “corporation”) is FDS SERVICES, INC.

SECOND: The number of shares which the corporation is authorized to issue is ten thousand (10,000), all of which are of a par value of Ten Dollars ($10.00) each and are of the same class and are to be Common shares.

THIRD: The street address of the initial registered office of the corporation in the State of North Carolina is 10401 Old Monroe Road, Matthews, North Carolina 28105; the mailing address of the initial registered office is P.O. Box 1017, Charlotte, North Carolina 28201-1017. The county in which the said registered office is located is the County of Mecklenburg.

The name of the initial registered agent of the corporation at the said registered office is Leon Levine.

FOURTH: The name and the address of the incorporator are:

NAME	ADDRESS
Anne M. Kreamer	66 Luckie Street
	Suite 604
	Atlanta, Georgia 30303

FIFTH: The purposes for which the corporation is formed is to engage in any lawful business.

SIXTH: The corporation shall, to the fullest extent permitted by the provisions of the North Carolina Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to

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a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

SEVENTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the North Carolina Business Corporation Act, as the same may be amended and supplemented.

EIGHTH: The duration of the corporation shall be perpetual.

Signed on May 29, 1991.

/s/ Anne M. Kreamer

Anne M. Kreamer, Incorporator

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ARTICLES OF AMENDMENT BEFORE THE ISSUANCE OF SHARES

TO THE CHARTER

OF

FDS SERVICES, INC.

The undersigned incorporator, for the purpose of amending the charter of the corporation in accordance with G. S. 55-10-05, hereby sets forth:

1.The name of the corporation is FDS SERVICES, INC.

2.The following amendment is hereby adopted:

Article First of the Articles of Incorporation is hereby deleted in its entirety and the following Article First is inserted to read as follows:

“FIRST:	The name of the corporation is
	FAMILY DOLLAR SERVICES, INC.”

3.The foregoing amendment is made by the sole incorporator before the issuance of any shares.

IN WITNESS WHEREOF, I set my hand and seal this 24th day of July, 1991.

/s/ Anne M. Kreamer

Anne M. Kreamer

Incorporator

State of Georgia

County of Fulton

This is to certify that on this 24th day of July, 1991, before me, a notary public, personally appeared Anne M. Kreamer who, being by me first duly sworn, declared that she signed the foregoing document in the capacity indicated, that she was authorized to so sign, and that the statements therein contained are true.

Witness my hand and official seal this 24th day of July, 1991.

	/s/ Notary Public
	Notary Public, Cobb County, Georgia,
	My Commission Expires June 1, 1994
(SEAL)
My Commission Expires:

EX-3.38

Exhibit 3.38

EXHIBIT A

BYLAWS

OF

FAMILY DOLLAR SERVICES, INC.

ARTICLE I

Offices

Section 1.Principal Office. The principal office of the Corporation shall be located in Matthews, North Carolina, or at such other place as the Board of Directors shall determine from time to time.

Section 2.Registered Office. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

Section 3.Other Offices. The Corporation may have any number of additional offices, at such other places as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE II

Meetings of Shareholders

Section 1.Place of Meetings. All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina as shall be determined by the Board of Directors or agreed upon by a majority of the shareholders entitled to vote thereat and designated in the notice of the meeting.

Section 2.Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at 10:00 o’clock a.m. on the second Monday in September of each year if not a legal holiday,

but if a legal holiday, on the next business day, for the purpose of electing directors of the Corporation and for the transaction of such other business as may be properly brought before the meeting.

Section 3.Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.Special Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President, the Secretary, or the Board of Directors of the Corporation, or by any shareholder pursuant to written request of the holders of not less than one-tenth of all stock entitled to vote. Special meetings shall be held at the principal office of the Corporation, or at such other place as shall be designated in the notice of meeting.

Section 5.Notice of Meetings. Written or printed notice stating the time and place of the meeting shall be delivered not less than ten nor more than sixty days before the date thereof, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary or other person calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, that each shareholder, whether or not entitled to vote, shall be given notice of any meeting called for the purpose of approving a plan of merger or share exchange, a proposed sale of assets other than in the ordinary course of business, or the proposed dissolution of the Corporation.

In the case of an annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless it is a matter, other than the election of directors, on which the vote of shareholders is expressly required by the provisions of the North Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

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When a meeting is adjourned, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken, unless a new record date is or must be fixed under the provisions of the following Section 6. If a new record date is or must be so fixed, notice of the adjourned meeting must be given in accordance with this Section 5 to persons who are shareholders as of the new record date.

Section 6.Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or determining shareholders entitled to take any other action, the Board of Directors may fix any future date as the record date provided that such date is not more than seventy days before the date set for the meeting or action. A new record date must be established if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

Section 7.Voting Lists. On or before the second business day after notice of a shareholder meeting is given, the Secretary shall prepare an alphabetical list of the shareholders who are entitled to vote at such shareholder meeting. The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address and number of shares held by each shareholder. The shareholders list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.

Section 8.Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum exists with respect to that matter. Unless the North Carolina Business Corporation Act provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group shall constitute a quorum of that voting group for action on that matter. If there is no quorum at the opening of a meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and,

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at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of the meeting unless a new record date is or must be set for the adjourned meeting.

Section 9.Proxies. Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his duly authorized attorney-in-fact. A proxy is not valid after the expiration of eleven months from the date of its execution, unless the person executing it specifies therein some other period of time for which it is to continue in force, or limits its use to a particular meeting.

Section 10.Voting of Shares. Unless the Articles of Incorporation provide otherwise, each outstanding share having voting rights with respect to a matter submitted to a vote at a meeting of shareholders shall be entitled to one vote on such matter. If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, a Bylaw adopted by the shareholders or the North Carolina Business Corporation Act requires a greater number of affirmative votes. Voting on all matters, except the election of directors, shall be by voice vote or by a show of hands, unless the holders of one-tenth of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.

Section 11.Informal Action by Shareholders. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon any such action at a meeting, and filed with the Secretary of the Corporation to be kept in the corporate minute book. Unless otherwise fixed in accordance with Section 6 above or the North Carolina Business Corporation Act, the record date for determining shareholders entitled to

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take action without a meeting is the date the first shareholder signs the consent. If the North Carolina Business Corporation Act requires that notice of the proposed action be given to nonvoting shareholders, written notice of the proposed action must be given to the nonvoting shareholders at least ten days before the action is taken by unanimous consent of the voting shareholders.

ARTICLE III

Directors

Section 1.General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors or under the direction of such committees as the Board may establish pursuant to these Bylaws.

Section 2.Number, Term, and Qualification. The number of directors of the Corporation shall be one (1). Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

Section 3.Election of Directors. Except as provided in Section 5 of this Article, the directors shall be elected at each annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, election of directors shall be by ballot.

Section 4.Removal. A director may be removed from office with or without cause by a vote of shareholders only if the number of votes cast to remove such director exceeds the number of votes cast against removal. However, if the shareholders are entitled to vote cumulatively for the election of directors, an individual director may not be removed if the number of shares voting against the removal would be sufficient to elect such director if such shares were voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting. A director may not be removed by the shareholders at a meeting unless the notice of the meeting states that the purpose or one of the purposes of the meeting is

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removal of the director; provided, however, that a director may be removed by the unanimous written consent of the shareholders.

Section 5.Vacancies. A vacancy occurring in the Board of Directors, including a vacancy created by an increase in the authorized number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by the sole remaining director. The shareholders may elect a director at any time to fill a vacancy not filled by the directors.

ARTICLE IV

Meetings of Directors

Section 1.Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina for the holding of additional regular meetings.

Section 2.Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President, or any two directors. Such meetings may be held either within or without the State of North Carolina.

Section 3.Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication (including oral notice), provided that such notice need not specify the purpose for which the meeting is called. Attendance by a director at, or his participation in, a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 4.Presumption of Assent. A director of the Corporation who is present at a meeting of the

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Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting or unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent or abstention with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstention shall not apply to a director who voted in favor of such action.

Section 5.Quorum. A majority of the directors fixed by or pursuant to these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 6.Manner of Acting. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, if a quorum is present when the vote is taken, the act of a majority of the directors present shall be the act of the Board of Directors.

Section 7.Telephonic Meetings. Unless otherwise restricted by the Articles of Incorporation, the Board of Directors may permit any or all of the directors to participate in a regular or special meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 8.Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action, if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. The action taken without a meeting shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

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ARTICLE V

Committees of the Board

Section 1.Creation. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by or pursuant to these Bylaws, may designate two or more directors to constitute an Executive Committee or other committees, each of which, to the extent authorized by law and provided in the resolution shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except as set forth in Section 6 of this Article V.

Section 2.Vacancy. Any vacancy occurring in an Executive Committee or other committee shall be filled by a majority of the number of directors fixed by or pursuant to these Bylaws at a regular or special meeting of the Board of Directors.

Section 3.Removal. Any member of an Executive Committee or other committee may be removed at any time, with or without cause, by a majority of the number of directors fixed by or pursuant to these Bylaws.

Section 4.Minutes. The Executive Committee and any other committee shall keep regular minutes of its proceedings and report the same to the Board when required.

Section 5.Responsibility of Directors. The designation of an Executive Committee or other committee and the delegation thereto of authority shall not alone operate to relieve the Board of Directors or any member thereof, of any responsibility or liability imposed upon it or him by law.

Section 6.Restrictions on Committees. Neither the Executive Committee nor any other committee shall have the authority to (a) authorize distributions; (b) approve or propose to shareholders action that the North Carolina Business Corporation Act requires be approved by shareholders; (c) fill vacancies on the Board of Directors or on any of its committees; (d) amend the Articles of Incorporation; (e) adopt, amend or repeal Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method

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prescribed by the Board of Directors; or (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except within limits specifically prescribed by the Board of Directors.

ARTICLE VI

Officers

Section 1.Number. The Board of Directors may elect from its own number a Chairman of the Board, and shall elect a President, a Treasurer and a Secretary (who may or may not be directors); and it may elect or appoint from time to time such Vice Presidents and other or additional officers as in its opinion are desirable for the conduct of the business of the Corporation. The Board of Directors may by resolution empower any officer or officers of the Corporation to appoint from time to time such Vice Presidents and other or additional officers as in the opinion of the officer(s) so empowered by the Board are desirable for the conduct of the business of the Corporation. Any two or more offices may be held by the same person, but no individual may act in more than one capacity where action of two or more officers is required.

Section 2.Election and Term. The officers of the Corporation shall be elected or appointed by the Board of Directors or appointed by an officer empowered by the Board in accordance with Section 1 above. Such elections by the Board of Directors may be held at any regular or special meeting of the Board. Each officer shall hold office for a period of one year or until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies.

Section 3.Removal. Any officer or agent elected or appointed by the Board of Directors or appointed by an officer empowered by the Board may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.

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Section 4.Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 5.Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Corporation, and shall preside at all meetings of the shareholders and of the Board of Directors. The Chairman of the Board shall have general and active supervision of the business of the Corporation. The Chairman of the Board shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 6.President. The President shall be the chief operating officer of the Corporation. The President shall manage the regular business of the Corporation, and shall see that all orders of the Chairman of the Board and orders and resolutions of the Board of Directors are carried into effect. The President shall perform such other duties and have such other powers as the Board of Directors or the Chairman of the Board may from time to time prescribe.

Section 7.Vice Presidents. In the absence or disability of the President or in the event of his death, inability or refusal to act, the Vice Presidents, in the order of their length of service as such, unless otherwise determined by the Board of Directors, shall perform the duties and exercise the powers of the President. In addition, the Vice President shall perform such other duties and have such other powers as the Board of Directors shall prescribe.

Section 8.Secretary and Assistant Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and directors. He shall give all notices required by law and by these Bylaws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix, or attest the affixing of, the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the . Corporation and shall keep, at the registered or principal office of the Corporation, a record of the shareholders showing the name and address of each shareholder, and the number and class of the shares held by each. The Secretary shall

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keep or cause to be kept the following records of the Corporation at the principal office of the Corporation: (i) the Articles of Incorporation with all amendments thereto currently in effect; (ii) the Bylaws, as amended; (iii) minutes of all shareholder meetings and all shareholder written consents, in each case, for the immediately preceding three years; (iv) the names and business addresses of the current officers; (v) the most recent annual report delivered to the Secretary of State of North Carolina; (vi) any and all resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (vii) all written communications to shareholders generally within the past three years; and (viii) the financial statements required to be available to the shareholders for the past three years. The Secretary shall sign such instruments as may require his signature, and, in general, shall perform all duties as may be assigned to him from time to time by the Chairman of the Board, the President or by the Board of Directors. The Assistant Secretary shall render assistance to the Secretary in all the responsibilities hereinabove assigned.

Section 9.Treasurer and Assistant Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose; he shall prepare or cause to be prepared annual financial statements of the Corporation, including a balance sheet as of the end of the fiscal year, an income statement for that year and a statement of cash flows for the year, and otherwise conforming to the requirements of §55-16-20 of the North Carolina General Statutes or any successor provision. The financial statements so prepared shall be kept available for inspection by any shareholder for a period of three years. The Treasurer shall mail the annual financial statements, or a written notice of their availability, to each shareholder within 120 days after the close of each fiscal year, and shall mail or otherwise deliver a copy of the

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latest such statement to any shareholder upon his written request therefor.

The Treasurer shall also prepare and file, or cause to be prepared and filed, all reports and returns required by Federal, State or local law and shall generally perform all other duties incident to his office and such other duties as may be assigned to him from time to time by the Chairman of the Board, the President or the Board of Directors. The Assistant Treasurer shall render assistance to the Treasurer in all the responsibilities hereinabove assigned.

Section 10.Bonds. The Board of Directors may, by resolution, require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient securities, conditioned on faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VII

Contracts, Loans and Deposits

Section 1.Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2.Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4.Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such

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depositories as the Board of Directors shall direct.

ARTICLE VIII

Stock Certificates and Their Transfer

Section 1.Certificates for Shares. Certificates representing shares of the Corporation shall be issued, in such form as the Board of Directors shall determine, to every shareholder for the fully paid shares owned by him. These certificates shall be signed by the Chairman of the Board, the President or the Vice President and the Secretary or Treasurer (or Assistant Secretary or Assistant Treasurer). They shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

Section 2.Transfer of Shares. Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder thereof or by his duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.

Section 3.Lost Certificates. The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

Section 4.Holder of Record. The Corporation may treat as absolute owner of shares the persons in whose name the shares stand of record on its books,

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just as if that person has full competency, capacity and authority to exercise all rights of ownership, irrespective of any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relationship or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate, except that any person furnishing to the Corporation proof of his appointment as a fiduciary shall be treated as if he were a holder of record of its shares.

ARTICLE IX

General Provisions

Section 1.Distributions to Shareholders. The Board of Directors may from time to time authorize, and the Corporation may make, distributions to its shareholders (including, without limitation, dividends and distributions involving acquisition of the Corporation’s shares) in the manner and upon the terms and conditions provided by law, and subject to the provisions of its Articles of Incorporation. If the Board of Directors does not fix the record date for determining shareholders entitled to a distribution, the record date shall be the date the Board of Directors authorizes the distribution; provided, that no record date is necessary for distributions involving the acquisition by the Corporation of its own shares from a specific shareholder or group of shareholders.

Section 2.Seal. The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and North Carolina and in the center of which is inscribed “Corporate Seal.”

Section 3.Waiver of Notice. Whenever any notice is required to be given to any shareholder or director under the provisions of the North Carolina Business Corporation Act or under the provisions of the Articles of Incorporation or Bylaws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice and delivered to the Corporation for inclusion in the minutes or filing in the corporate records, whether before or after the

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time stated therein, shall be equivalent to the giving of such notice.

Section 4.Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

Section 5.Amendments. Except as otherwise provided herein, in the Articles of Incorporation or in the North Carolina Business Corporation Act, these Bylaws (including this Section 5) may be amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Directors. The Board of Directors shall have no power to amend or repeal any Bylaw, or to adopt any new Bylaw, which in either case has the effect of: (1) requiring the presence of more votes for a quorum of any voting group of shareholders than is required by law; (2) requiring more affirmative votes to constitute action on a particular matter by any voting group of shareholders than are required by law; (3) changing the size of the Board of Directors from a fixed number to a variable-range or vice versa, changing the range of a variable-range size board, or expanding the authority of the Board of Directors to otherwise increase, decrease or fix the number of directors; (4) classifying and staggering the election of directors; or (5) expanding the right(s) of directors to indemnification from the Corporation beyond the indemnification authorized or mandated under Sections 55-8-51 and 55-8-52, respectively, of the North Carolina General Statutes, unless such expansion meets one or more of the requirements of Section 55-8-31(a)(1), (2) and (3) of the North Carolina General Statutes.

No Bylaws adopted, amended or repealed by the shareholders may be readopted, amended or repealed by the Board of Directors unless the Articles of Incorporation or a Bylaw adopted by the shareholders authorizes the Board of Directors to adopt, amend or repeal that particular Bylaw or the Bylaws generally.

A Bylaw that fixes a greater quorum or voting requirement for the Board of Directors may be adopted, amended or repealed only in accordance with the provisions of § 55-10-22 of the North Carolina General Statutes.

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Section 6.Indemnification. Any person who at any time serves or has served as a director, officer, employee or agent of the Corporation, or in such capacity at the request of the Corporation for any other foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or as trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit or proceeding.

To the extent permitted by law, expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified hereunder by the Corporation.

If a person claiming a right to indemnification under this Section obtains a non-appealable judgment against the Corporation requiring it to pay substantially all of the amount claimed, the claimant shall be entitled to recover from the Corporation the reasonable expense (including reasonable legal fees) of prosecuting the action against the Corporation to collect the claim.

Notwithstanding the foregoing provisions, the Corporation shall not indemnify or agree to indemnify any person against liability or litigation expense he may incur (i) on account of such person’s activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Corporation; or (ii) as a result of any improper benefit realized by such person.

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The Board of Directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him and giving notice to, and obtaining approval by, the shareholders of the Corporation.

Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this bylaw.

Unless otherwise provided herein, the indemnification extended to a person that has qualified for indemnification under the provisions of this Section 6 shall not be terminated when the person has ceased to be a director, officer, employee or agent for all causes of action against the indemnified party based on acts and events occurring prior to the termination of the relationship with the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

The rights granted herein shall not be limited by the provisions contained in Section 55-8-51 of the North Carolina General Statutes or any successor to such statute.

* * * * * * * * * * * * * * * * * * * *

THESE BYLAWS READ, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF FAMILY DOLLAR SERVICES, INC. AS OF THE 26TH DAY OF JULY, 1991.

/s/ George R. Mahoney Jr.

Secretary

CBS/2099

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EX-3.39

EXHIBIT 3.39

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR STORES OF ALABAMA, LLC

In connection with the conversion of a stock corporation to a limited liability company under §13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Alabama, Inc., the undersigned hereby sets forth the following:

1.             The name of the Company is Family Dollar Stores of Alabama, LLC.

2.             The initial registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.             The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.             To the fullest extent permitted by the Code of Virginia, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

IN WITNESS WHEREOF, the undersigned organizer has set forth their signature this 27th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Organizer

EX-3.40

Exhibit 3.40

OPERATING AGREEMENT

OF

FAMILY DOLLAR STORES OF ALABAMA, LLC

This OPERATING AGREEMENT (this “Agreement”) of Family Dollar Stores of Alabama, 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”).

1.Formation of the Company.  The Member has formed a limited liability company under the Virginia Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which were filed with the Virginia State Corporation Commission of the Commonwealth of Virginia on January 27th, 2016 in connection with the conversion of a stock corporation to a limited liability company under § 13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Alabama, Inc. to Family Dollar Stores of Alabama, LLC.

2.Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “Family Dollar Stores of Alabama, LLC” or such other name as the Member may from time to time hereafter designate.

3.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.Principal Place of Business; Registered Agent and Registered Office.

(a)The principal office of the Company shall be 500 Volvo Parkway, Chesapeake, VA, 23320, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the Commonwealth of Virginia as the Member may designate from time to time.

(b)The name of the Company’s registered agent and address of the Company’s registered office in the Commonwealth of Virginia shall be C T Corporation System, 4701 Cox Road, Suite 285, Glen Allen, VA 23060-6802.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.Capital Contributions.  The capital contribution of the Member to the Company, if any, shall be as set forth on Schedule 1.  The Member shall not be obligated to make any capital contributions to the Company but may, in its sole discretion, make capital contributions to the Company from time to time.  Schedule I may be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.Management of the Company.

(a)Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Meagan J. Thomasson, Esq., as an authorized agent, in connection with the filing of the Articles with the Virginia State Corporation Commission of the Commonwealth of Virginia.  This authorization terminated on the filing of the Articles.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each of the persons identified on Exhibit A attached hereto is hereby appointed an officer of the Company holding such office as set forth opposite such person’s name on Exhibit A. Exhibit A may be amended from time to time by the Member to reflect changes in the Company’s officers.

(a)All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)An Authorized Agent or officer shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the Virginia State Corporation Commission of the Commonwealth of Virginia.  An Authorized Agent or

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officer shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.Administrative Matters.

(a)The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)The Member’s Membership Interest shall be uncertificated.

13.Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless  the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a  Member, officer, Authorized Agent or employee of the Company.

14.Dissolution.

(a)Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)the written consent of the Member to such effect; or

(ii)any event requiring dissolution under the Act.

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(b)Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate of cancellation with the Virginia State Corporation Commission, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member  was entitled to vote thereon and was present and voted.

16.Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia.

19.Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

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IN WITNESS WHEREOF, the undersigned Member has duly executed this Operating Agreement of Family Dollar Stores of Alabama, LLC as of the date first set forth above.

FAMILY DOLLAR STORES, INC.
By:	/s/ Johnathan L. Elder
	Name:	Jonathan L. Elder
	Title:	Vice President, Taxes

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$0.00

EXHIBIT A

OFFICERS

Barry W. Sullivan	President
Michael Matacunas	Chief Administrative Officer
Kevin Wampler	Executive Vice President — Chief Financial Officer
Robert L. Rogers	Senior Vice President — Real Estate
William A. Old, Jr.	Senior Vice President — General Counsel and Secretary
Beth Berman	Vice President — Deputy General Counsel and Assistant Secretary
Bradley Hunter	Vice President — Controller
Roger Dean	Vice President — Treasurer
Kathleen Mallas	Vice President
Thomas E. Schoenheit	Vice President — Assistant General Counsel and Assistant Secretary
Jonathan Elder	Vice President — Tax
Deborah Miller	Vice President
Shawnta Totten-Medley	Vice President and Assistant Secretary
Sandra L. Boscia	Assistant Secretary
Linde Carley	Assistant Secretary
Gary Philbin	Chief Operating Officer

EX-3.41

EXHIBIT 3.41

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF ARIZONA, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication of Family Dollar Stores of Arizona, Inc., the undersigned sets forth the following:

1.             The name of the Corporation is: Family Dollar Stores of Arizona, Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.             The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.             No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature Page Follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Arizona, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief Financial Officer

EX-3.42

Exhibit 3.42

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF ARIZONA, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Arizona, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.43

EXHIBIT 3.43

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR STORES OF ARKANSAS, LLC

In connection with the conversion of a stock corporation to a limited liability company under §13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Arkansas, the undersigned hereby sets forth the following:

1.             The name of the Company is Family Dollar Stores of Arkansas, LLC.

2.             The initial registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

3.             The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.             To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

IN WITNESS WHEREOF, the undersigned organizer has set forth their signature this 27th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Organizer

EX-3.44

Exhibit 3.44

OPERATING AGREEMENT

OF

FAMILY DOLLAR STORES OF ARKANSAS, LLC

This OPERATING AGREEMENT (this “Agreement”) of Family Dollar Stores of Arkansas, 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”).

1.Formation of the Company.  The Member has formed a limited liability company under the Virginia Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which were filed with the Virginia State Corporation Commission of the Commonwealth of Virginia on January 27th, 2016 in connection with the conversion of a stock corporation to a limited liability company under § 13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Arkansas, Inc. to Family Dollar Stores of Arkansas, LLC.

2.Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “Family Dollar Stores of Arkansas, LLC” or such other name as the Member may from time to time hereafter designate.

3.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.Principal Place of Business; Registered Agent and Registered Office.

(a)The principal office of the Company shall be 500 Volvo Parkway, Chesapeake, VA, 23320, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the Commonwealth of Virginia as the Member may designate from time to time.

(b)The name of the Company’s registered agent and address of the Company’s registered office in the Commonwealth of Virginia shall be C T Corporation System, 4701 Cox Road, Suite 285, Glen Allen, VA 23060-6802.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.Capital Contributions.  The capital contribution of the Member to the Company, if any, shall be as set forth on Schedule 1.  The Member shall not be obligated to make any capital contributions to the Company but may, in its sole discretion, make capital contributions to the Company from time to time.  Schedule I may be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.Management of the Company.

(a)Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Meagan J. Thomasson, Esq., as an authorized agent, in connection with the filing of the Articles with the Virginia State Corporation Commission of the Commonwealth of Virginia.  This authorization terminated on the filing of the Articles.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each of the persons identified on Exhibit A attached hereto is hereby appointed an officer of the Company holding such office as set forth opposite such person’s name on Exhibit A. Exhibit A may be amended from time to time by the Member to reflect changes in the Company’s officers.

(a)All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)An Authorized Agent or officer shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the Virginia State Corporation Commission of the Commonwealth of Virginia.  An Authorized Agent or

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officer shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.Administrative Matters.

(a)The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)The Member’s Membership Interest shall be uncertificated.

13.Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a Member, officer, Authorized Agent or employee of the Company.

14.Dissolution.

(a)Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)the written consent of the Member to such effect; or

(ii)any event requiring dissolution under the Act.

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(b)Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate of cancellation with the Virginia State Corporation Commission, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member was entitled to vote thereon and was present and voted.

16.Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia.

19.Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

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IN WITNESS WHEREOF, the undersigned Member has duly executed this Operating Agreement of Family Dollar Stores of Arkansas, LLC as of the date first set forth above.

FAMILY DOLLAR STORES, INC.
By:	/s/ Jonathan L. Elder
	Name:	Jonathan L. Elder
	Title:	Vice President, Taxes

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$0.00

EXHIBIT A

OFFICERS

Barry W. Sullivan	President
Michael Matacunas	Chief Administrative Officer
Kevin Wampler	Executive Vice President — Chief Financial Officer
Robert L. Rogers	Senior Vice President — Real Estate
William A. Old, Jr.	Senior Vice President — General Counsel and Secretary
Beth Berman	Vice President — Deputy General Counsel and Assistant Secretary
Bradley Hunter	Vice President — Controller
Roger Dean	Vice President — Treasurer
Kathleen Mallas	Vice President
Thomas E. Schoenheit	Vice President — Assistant General Counsel and Assistant Secretary
Jonathan Elder	Vice President — Tax
Deborah Miller	Vice President
Shawnta Totten-Medley	Vice President and Assistant Secretary
Sandra L. Boscia	Assistant Secretary
Linde Carley	Assistant Secretary
Gary Philbin	Chief Operating Officer

EX-3.45

EXHIBIT 3.45

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF COLORADO, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication and Conversion of Family Dollar Stores of Colorado, Inc., the undersigned sets forth the following:

1.     The name of the Corporation is: Family Dollar Stores of Colorado, Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.     The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.             No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Colorado, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief Financial Officer

EX-3.46

Exhibit 3.46

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF COLORADO, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Colorado, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.47

EXHIBIT 3.47

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF CONNECTICUT, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication of Family Dollar Stores of Connecticut, Inc., the undersigned sets forth the following:

1.             The name of the Corporation is: Family Dollar Stores of Connecticut, Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.     The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.             No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Connecticut, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ KevinWampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief Financial Officer

EX-3.48

Exhibit 3.48

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF CONNECTICUT, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Connecticut, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholders’ meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholders’ meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholders’ meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders’ meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholders’ meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order or settlement shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.49

EXHIBIT 3.49

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF D.C., INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication of Family Dollar Stores of D.C., Inc., the undersigned sets forth the following:

1.     The name of the Corporation is: Family Dollar Stores of D.C., Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.     The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.             No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of D.C., Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief Financial Officer

EX-3.50

Exhibit 3.50

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF D.C., INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of D.C., Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholders’ meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholders’ meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholders’ meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders’ meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholders’ meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order or settlement shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 5 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 5 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.51

EXHIBIT 3.51

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR STORES OF DELAWARE, LLC

In connection with the conversion of a stock corporation to a limited liability company under §13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Delaware, Inc., the undersigned hereby sets forth the following:

1.             The name of the Company is Family Dollar Stores of Delaware, LLC.

2.             The initial registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.             The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.             To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

IN WITNESS WHEREOF, the undersigned organizer has set forth their signature this 27th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Organizer

EX-3.52

Exhibit 3.52

OPERATING AGREEMENT

OF

FAMILY DOLLAR STORES OF DELAWARE, LLC

This OPERATING AGREEMENT (this “Agreement”) of Family Dollar Stores of Delaware, 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”).

1.Formation of the Company.  The Member has formed a limited liability company under the Virginia Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which were filed with the Virginia State Corporation Commission of the Commonwealth of Virginia on January 27th, 2016 in connection with the conversion of a stock corporation to a limited liability company under § 13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Delaware, Inc. to Family Dollar Stores of Delaware, LLC.

2.Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “Family Dollar Stores of Delaware, LLC” or such other name as the Member may from time to time hereafter designate.

3.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.Principal Place of Business; Registered Agent and Registered Office.

(a)The principal office of the Company shall be 500 Volvo Parkway, Chesapeake, VA, 23320, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the Commonwealth of Virginia as the Member may designate from time to time.

(b)The name of the Company’s registered agent and address of the Company’s registered office in the Commonwealth of Virginia shall be C T Corporation System, 4701 Cox Road, Suite 285, Glen Allen, VA 23060-6802.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.Capital Contributions.  The capital contribution of the Member to the Company, if any, shall be as set forth on Schedule 1.  The Member shall not be obligated to make any capital contributions to the Company but may, in its sole discretion, make capital contributions to the Company from time to time.  Schedule I may be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.Management of the Company.

(a)Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Meagan J. Thomasson, Esq., as an authorized agent, in connection with the filing of the Articles with the Virginia State Corporation Commission of the Commonwealth of Virginia.  This authorization terminated on the filing of the Articles.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each of the persons identified on Exhibit A attached hereto is hereby appointed an officer of the Company holding such office as set forth opposite such person’s name on Exhibit A. Exhibit A may be amended from time to time by the Member to reflect changes in the Company’s officers.

(a)All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)An Authorized Agent or officer shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the Virginia State Corporation Commission of the Commonwealth of Virginia.  An Authorized Agent or

2

officer shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.Administrative Matters.

(a)The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)The Member’s Membership Interest shall be uncertificated.

13.Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a Member, officer, Authorized Agent or employee of the Company.

14.Dissolution.

(a)Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)the written consent of the Member to such effect; or

(ii)any event requiring dissolution under the Act.

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(b)Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate of cancellation with the Virginia State Corporation Commission, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member was entitled to vote thereon and was present and voted.

16.Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia.

19.Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

4

IN WITNESS WHEREOF, the undersigned Member has duly executed this Operating Agreement of Family Dollar Stores of Delaware, LLC as of the date first set forth above.

FAMILY DOLLAR STORES, INC.
By:	/s/ Jonathan L. Elder
	Name:	Jonathan L. Elder
	Title:	Vice President, Taxes

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$0.00

EXHIBIT A

OFFICERS

Barry W. Sullivan	President
Michael Matacunas	Chief Administrative Officer
Kevin Wampler	Executive Vice President — Chief Financial Officer
Robert L. Rogers	Senior Vice President — Real Estate
William A. Old, Jr.	Senior Vice President — General Counsel and Secretary
Beth Berman	Vice President — Deputy General Counsel and Assistant Secretary
Bradley Hunter	Vice President — Controller
Roger Dean	Vice President — Treasurer
Kathleen Mallas	Vice President
Thomas E. Schoenheit	Vice President — Assistant General Counsel and Assistant Secretary
Jonathan Elder	Vice President — Tax
Deborah Miller	Vice President
Shawnta Totten-Medley	Vice President and Assistant Secretary
Sandra L. Boscia	Assistant Secretary
Linde Carley	Assistant Secretary
Gary Philbin	Chief Operating Officer

EX-3.53

EXHIBIT 3.53

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR STORES OF FLORIDA, LLC

In connection with the conversion of a stock corporation to a limited liability company under §13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Florida, Inc., the undersigned hereby sets forth the following:

1.             The name of the Company is Family Dollar Stores of Florida, LLC.

2.             The initial registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.             The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.             To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

IN WITNESS WHEREOF, the undersigned organizer has set forth their signature this 27th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Organizer

EX-3.54

Exhibit 3.54

OPERATING AGREEMENT

OF

FAMILY DOLLAR STORES OF FLORIDA, LLC

This OPERATING AGREEMENT (this “Agreement”) of Family Dollar Stores of Florida, 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”).

1.Formation of the Company.  The Member has formed a limited liability company under the Virginia Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which were filed with the Virginia State Corporation Commission of the Commonwealth of Virginia on January 27th, 2016 in connection with the conversion of a stock corporation to a limited liability company under § 13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Florida, Inc. to Family Dollar Stores of Florida, LLC.

2.Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “Family Dollar Stores of Florida, LLC” or such other name as the Member may from time to time hereafter designate.

3.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.Principal Place of Business; Registered Agent and Registered Office.

(a)The principal office of the Company shall be 500 Volvo Parkway, Chesapeake, VA, 23320, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the Commonwealth of Virginia as the Member may designate from time to time.

(b)The name of the Company’s registered agent and address of the Company’s registered office in the Commonwealth of Virginia shall be C T Corporation System, 4701 Cox Road, Suite 285, Glen Allen, VA 23060-6802.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.Capital Contributions.  The capital contribution of the Member to the Company, if any, shall be as set forth on Schedule 1.  The Member shall not be obligated to make any capital contributions to the Company but may, in its sole discretion, make capital contributions to the Company from time to time.  Schedule I may be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.Management of the Company.

(a)Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Meagan J. Thomasson, Esq., as an authorized agent, in connection with the filing of the Articles with the Virginia State Corporation Commission of the Commonwealth of Virginia.  This authorization terminated on the filing of the Articles.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each of the persons identified on Exhibit A attached hereto is hereby appointed an officer of the Company holding such office as set forth opposite such person’s name on Exhibit A. Exhibit A may be amended from time to time by the Member to reflect changes in the Company’s officers.

(a)All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)An Authorized Agent or officer shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the Virginia State Corporation Commission of the Commonwealth of Virginia.  An Authorized Agent or

2

officer shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.Administrative Matters.

(a)The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)The Member’s Membership Interest shall be uncertificated.

13.Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a Member, officer, Authorized Agent or employee of the Company.

14.Dissolution.

(a)Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)the written consent of the Member to such effect; or

(ii)any event requiring dissolution under the Act.

3

(b)Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate of cancellation with the Virginia State Corporation Commission, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member was entitled to vote thereon and was present and voted.

16.Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia.

19.Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

4

IN WITNESS WHEREOF, the undersigned Member has duly executed this Operating Agreement of Family Dollar Stores of Florida, LLC as of the date first set forth above.

FAMILY DOLLAR STORES, INC.
By:	/s/ Jonathan L. Elder
	Name:	Jonathan L. Elder
	Title:	Vice President, Taxes

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$0.00

EXHIBIT A

OFFICERS

Barry W. Sullivan	President
Kevin Wampler	Executive Vice President — Chief Financial Officer
Robert L. Rogers	Senior Vice President — Real Estate
William A. Old, Jr.	Senior Vice President — General Counsel and Secretary
Jonathan Elder	Vice President — Tax
Thomas E. Schoenheit	Vice President — Assistant General Counsel and Assistant Secretary
Deborah Miller	Vice President
Sandra L. Boscia	Assistant Secretary
Linde Carley	Assistant Secretary
Gary Philbin	Chief Operating Officer

EX-3.55

EXHIBIT 3.55

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR STORES OF GEORGIA, LLC

In connection with the conversion of a stock corporation to a limited liability company under §13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Georgia, Inc., the undersigned hereby sets forth the following:

1.             The name of the Company is Family Dollar Stores of Georgia, LLC.

2.             The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

3.             The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.             To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

IN WITNESS WHEREOF, the undersigned organizer has set forth their signature this 27th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Organizer

EX-3.56

Exhibit 3.56

OPERATING AGREEMENT

OF

FAMILY DOLLAR STORES OF GEORGIA, LLC

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”).

1.Formation of the Company.  The Member has formed a limited liability company under the Virginia Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which were filed with the Virginia State Corporation Commission of the Commonwealth of Virginia on January 27th, 2016 in connection with the conversion of a stock corporation to a limited liability company under § 13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Georgia, Inc. to Family Dollar Stores of Georgia, LLC.

2.Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “Family Dollar Stores of Georgia, LLC” or such other name as the Member may from time to time hereafter designate.

3.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.Principal Place of Business; Registered Agent and Registered Office.

(a)The principal office of the Company shall be 500 Volvo Parkway, Chesapeake, VA, 23320, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the Commonwealth of Virginia as the Member may designate from time to time.

(b)The name of the Company’s registered agent and address of the Company’s registered office in the Commonwealth of Virginia shall be C T Corporation System, 4701 Cox Road, Suite 285, Glen Allen, VA 23060-6802.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.Capital Contributions.  The capital contribution of the Member to the Company, if any, shall be as set forth on Schedule 1.  The Member shall not be obligated to make any capital contributions to the Company but may, in its sole discretion, make capital contributions to the Company from time to time.  Schedule I may be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.Management of the Company.

(a)Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Meagan J. Thomasson, Esq., as an authorized agent, in connection with the filing of the Articles with the Virginia State Corporation Commission of the Commonwealth of Virginia.  This authorization terminated on the filing of the Articles.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each of the persons identified on Exhibit A attached hereto is hereby appointed an officer of the Company holding such office as set forth opposite such person’s name on Exhibit A. Exhibit A may be amended from time to time by the Member to reflect changes in the Company’s officers.

(a)All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)An Authorized Agent or officer shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the Virginia State Corporation Commission of the Commonwealth of Virginia.  An Authorized Agent or

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officer shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.Administrative Matters.

(a)The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)The Member’s Membership Interest shall be uncertificated.

13.Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a Member, officer, Authorized Agent or employee of the Company.

14.Dissolution.

(a)Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)the written consent of the Member to such effect; or

(ii)any event requiring dissolution under the Act.

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(b)Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate of cancellation with the Virginia State Corporation Commission, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member was entitled to vote thereon and was present and voted.

16.Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia.

19.Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

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IN WITNESS WHEREOF, the undersigned Member has duly executed this Operating Agreement of Family Dollar Stores of Georgia, LLC as of the date first set forth above.

FAMILY DOLLAR STORES, INC.
By:	/s/ Jonathan L. Elder
	Name:	Jonathan L. Elder
	Title:	Vice President, Taxes

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$0.00

EXHIBIT A

OFFICERS

Barry W. Sullivan	President
Michael Matacunas	Chief Administrative Officer
Kevin Wampler	Executive Vice President — Chief Financial Officer
Robert L. Rogers	Senior Vice President — Real Estate
William A. Old, Jr.	Senior Vice President — General Counsel and Secretary
Beth Berman	Vice President — Deputy General Counsel and Assistant Secretary
Bradley Hunter	Vice President — Controller
Roger Dean	Vice President — Treasurer
Kathleen Mallas	Vice President
Thomas E. Schoenheit	Vice President — Assistant General Counsel and Assistant Secretary
Jonathan Elder	Vice President — Tax
Deborah Miller	Vice President
Shawnta Totten-Medley	Vice President and Assistant Secretary
Sandra L. Boscia	Assistant Secretary
Linde Carley	Assistant Secretary
Gary Philbin	Chief Operating Officer

EX-3.57

Exhibit 3.57

	State of North Carolina Department of the Secretary of State
	CERTIFICATE OF DOMESTIC LIMITED PARTNERSHIP INCLUDING ARTICLES OF CONVERSION

Pursuant to §§ 59-201 and 59-1052 of the General Statutes of North Carolina, the undersigned hereby submits this Certificate of Domestic Limited Partnership for the purpose of converting to a domestic limited partnership.

1.The name of the limited partnership is: Family Dollar Stores of Indiana, L.P.

(The name must contain the words “Limited Partnership,” or the abbreviation “L.P.” or “LP,” or the combination “Ltd. Partnership”.)

2.The domestic limited partnership is being formed pursuant to a conversion of another business entity. The name of the converting business entity is: Family Dollar Stores of Indiana, L.P.

3.The converting business entity is a: (select one) o domestic corporation; o foreign corporation;

o domestic limited liability company; o foreign limited liability company; x foreign limited partnership;

o domestic registered limited liability partnership; o foreign limited liability partnership; or

o other partnership as defined in G.S. 59-36, whether or not formed under the laws of North Carolina.

4.The state or country whose laws govern the organization and internal affairs of the converting business entity is: Indiana

5.A plan of conversion has been approved by the converting business entity in the manner required by law.

6.Name of Registered Agent: C T Corporation System

7.Address of Registered Agent’s Office:

Number and Street 150 Fayetteville Street, Box 1011

City: RaleighState:NCZip Code:27601County: Wake

8.Address of office where records are kept in this State, if not kept at registered office:

Telephone Number: (704) 847-6961

Number and Street 10401 Monroe Road

City: MatthewsState:NCZip Code:28105-5349County: Mecklenburg

9.Latest date upon which the limited partnership is to dissolve. (If no date is specified, there shall be no limit on the limited partnership’s duration.)

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10.State the name, and address, including county and city or town, and street and number, if any, of each general partner. (Attach additional sheets if necessary.)

Family Dollar Holdings, Inc.

10401 Monroe Road

Matthews, North Carolina 28105-5349

Mecklenburg County

11.(Optional): Please provide a business e-mail address:                                                                                  .

The Secretary of State’s Office will e-mail the business automatically at the address provided at no charge when a document is filed. The e-mail provided will not be viewable on the website. For more information on why this service is being offered, please see the instructions for this document.

12.This registration will be effective upon filing, unless a future date and/or time is specified:

13.The following and attached signatures of EACH general partner constitute an affirmation under the penalty of perjury that the facts herein are true.

(a)If the general partner is an individual, complete this section:

Signature	Date
Typed or Printed Name
Signature	Date
Typed or Printed Name
Signature	Date
Typed or Printed Name
Signature	Date
Typed or Printed Name

(b)If the general partner is a corporation or other entity, complete this section.

Name of corporation or other entity	Family Dollar Holdings, Inc.
Signature of officer	/s/ Kevin Wampler
Name and Title of officer	Kevin Wampler, Executive Vice President and Chief Financial Officer
Date	2/23/16

Name of corporation or other entity

Signature of officer

Name and Title of officer

Date

Name of corporation or other entity

Signature of officer

Name and Title of officer

Date

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EX-3.58

Exhibit 3.58

AMENDMENT TO

LIMITED PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF INDIANA, L.P.

This Amendment to Limited Partnership Agreement (the “Agreement”) of Family Dollar Stores of Indiana, L.P. (the “Partnership”) effective as of April 28, 2016 (the “Effective Date”), is entered into by and between Family Dollar Holdings, Inc., a North Carolina corporation, (the “General Partner”) and Family Dollar Stores of Ohio, Inc., a Virginia 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”).

WHEREAS, the Partnership was formed as a limited partnership on December 17, 1997 by the filing of a certificate of limited partnership of the Partnership (the “Certificate of Limited Partnership”) with the Office of the Secretary of State of the State of Indiana and pursuant to an agreement between the Partners to form a limited partnership under the Act; and

WHEREAS, on February 23, 2016, the Partnership was redomiciled as a North Carolina limited partnership upon filing a Certificate of Domestic Limited Partnership Including Articles of Conversion with the Office of the Secretary of State of the State of Indiana;

WHEREAS, the Partnership is currently operating pursuant to that certain Partnership Agreement (the “Existing Partnership Agreement”), the form of which is attached hereto as Exhibit A;

WHEREAS, the Partners desire to amend the Existing Partnership Agreement in accordance with the terms and conditions set forth herein to reflect the terms of their entire agreement with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Amendment of Existing Partnership Agreement.  Pursuant to Section 11.4 of the Existing Partnership Agreement, the undersigned, being all of the Partners of the Partnership, hereby amend the Existing Partnership Agreement as follows:

(a)The Partnership shall be governed by the Act and the laws of the State of North Carolina and, to the extent there are any inconsistencies between the Existing Partnership Agreement and the Act with respect to any subject matter covered in the Existing Partnership Agreement, the Act shall govern. Except as expressly set forth in this Agreement, the Existing

Partnership Agreement shall remain in full force in effect and shall govern the rights and obligations of the Partners and the terms and conditions of the Partnership.

2.Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of North Carolina, without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of North Carolina.

3.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of Electronic Transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

4.Entire Agreement. This Agreement, together with the Existing Partnership Agreement and the Certificate of Limited Partnership, constitutes the entire agreement of the Partners with respect to the subject matter hereof.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Limited Partnership Agreement of Family Dollar Stores of Indiana, L.P. as of the date first above written.

FAMILY DOLLAR HOLDINGS, INC.
By:	/s/ C. Martin Sowers
Name: C. Martin Sowers
Title: Senior Vice President - Finance
FAMILY DOLLAR STORES OF OHIO, INC.
By:	/s/ C. Martin Sowers
Name: C. Martin Sowers
Title: Senior Vice President - Finance

PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF INDIANA, L.P.,

an Indiana limited partnership

TABLE OF CONTENTS

OF THE

PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF INDIANA, L.P.,

an Indiana limited partnership

		Page
ARTICLE I
FORMATION		1
SECTION 1.1.	Formation; General Terms; Effective Date	1
SECTION 1.2.	Name	2
SECTION 1.3.	Purposes	2
SECTION 1.4.	Registered Agent; Registered Office	2
SECTION 1.5.	Commencement and Term	2
ARTICLE II
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS		2
SECTION 2.1.	Capital Contributions	2
SECTION 2.2.	Units	3
SECTION 2.3.	Additional Capital Contributions or Loans	3
SECTION 2.4.	Liability of Partners	3
SECTION 2.5.	Maintenance of Capital Accounts; Withdrawals; Interest	3
ARTICLE III
INTERIM DISTRIBUTIONS		3
SECTION 3.1.	Net Cash	3
SECTION 3.2.	Withholding	3
SECTION 3.3.	Noncash Interim and Liquidating Distributions	4
ARTICLE IV
ALLOCATIONS		4
SECTION 4.1.	Profits and Losses	4
SECTION 4.2.	Code Section 704(c) Tax Allocations	4
SECTION 4.3.	Miscellaneous	5
ARTICLE V
MANAGEMENT		5
SECTION 5.1.	Management by the General Partner	5
SECTION 5.2.	Restrictions on Authority	6

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SECTION 5.3.	Limitation of Liability; Indemnification	7
SECTION 5.4.	Other Business of Partners	7
ARTICLE VI
PARTNER MEETINGS		8
SECTION 6.1.	Meetings	8
SECTION 6.2.	Informal Action by the Partners	9
ARTICLE VII
TRANSFER OF INTERESTS		9
SECTION 7.1.	Pledges	9
SECTION 7.2.	Limited Exception For Transfers	9
SECTION 7.3.	Assignees	10
SECTION 7.4.	Distributions and Allocations With Respect to Transferred Interests	11
ARTICLE VIII
CESSATION OF PARTNERSHIP		11
SECTION 8.1.	Withdrawal; Cessation of Partnership	11
SECTION 8.2.	Dissolved Partners	11
ARTICLE IX
DISSOLUTION, WINDING UP AND LIQUIDATING DISTRIBUTIONS		12
SECTION 9.1.	Dissolution Triggers	12
SECTION 9.2.	Winding Up	12
SECTION 9.3.	Liquidating Distributions	12
ARTICLE X
BOOKS AND RECORDS		13
SECTION 10.1.	Books and Records	13
SECTION 10.2.	Taxable Year; Accounting Methods; Annual Financial Statements	13
SECTION 10.3.	Tax Information	13
ARTICLE XI
MISCELLANEOUS		14
SECTION 11.1.	Notices	14
SECTION 11.2.	Binding Effect	14
SECTION 11.3.	Construction	14
SECTION 11.4.	Entire Agreement; Amendments	15

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SECTION 11.5.	Headings	15
SECTION 11.6.	Severability	15
SECTION 11.7.	Additional Documents	15
SECTION 11.8.	Variation of Pronouns	15
SECTION 11.9.	Governing Law; Dispute Resolution	15
SECTION 11.10.	Waiver of Action for Partition	15
SECTION 11.11.	Counterpart Execution; Facsimile Execution	16
SECTION 11.12.	Tax Matters Partner	16
SECTION 11.13.	Time of the Essence	16
SECTION 11.14.	Exhibits Incorporated by Reference	16

EXHIBITS:

EXHIBIT A - Glossary of Terms

EXHIBIT B - Regulatory Allocations

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PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF INDIANA, L.P.,

an Indiana limited partnership

THIS AGREEMENT is entered into by and between Family Dollar Stores of Ohio, Inc. and Family Dollar Holdings, Inc. Unless otherwise indicated, capitalized words and phrases in this Agreement shall have the meanings set forth in the attached Glossary of Terms.

RECITALS

A.Family Dollar Stores of Ohio, Inc. and Family Dollar Holdings, Inc. desire to form a limited partnership under the laws of the State of Indiana.

B.Contemporaneously with the execution hereof, Family Dollar Stores of Indiana, Inc., an Indiana corporation which is wholly-owned by Family Dollar Stores of Ohio, Inc., has adopted a Plan of Dissolution, pursuant to which all of its assets and properties, subject to all of its liabilities and obligations, will be distributed and transferred to Family Dollar Stores of Ohio, Inc.

C.Family Dollar Stores of Ohio, Inc. desires to make a capital contribution to the Partnership of all such assets and properties, subject to all such liabilities and obligations. Family Dollar Holdings, Inc. desires to make a capital contribution of cash in such amounts as set forth in Section 2.1 hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree, intending to be legally bound, as follows:

ARTICLE I

FORMATION

SECTION 1.1.Formation; General Terms; Effective Date. The Partnership was formed upon the filing of the Certificate with the Indiana Secretary of State. When this Agreement has been signed by both Partners, it shall become effective as of the Effective Date, and Family Dollar Stores of Ohio, Inc. and Family Dollar Holdings, Inc. shall become Partners of the Partnership, all without the necessity of any further act or instrument and without causing the dissolution of the Partnership.

The Act and this Agreement, including all the Exhibits attached hereto, govern the rights and obligations of the Partners and the terms and conditions of the Partnership. This Agreement controls to the extent there are any inconsistencies between the Act and this Agreement with respect to any subject matter covered in this Agreement. The Partnership shall have no oral

partnership agreements, and this Agreement may be amended only in accordance with Section 11.4 below

The General Partner shall execute and file on behalf of the Partnership all other instruments or documents, and shall accomplish all such filings, recordings, or other acts as necessary or appropriate from time to time to comply with the requirements of law for the continuation and operation of a limited partnership in Indiana and in any other states and jurisdictions in which the Partnership shall transact business.

SECTION 1.2.Name. The name of the Partnership shall be Family Dollar Stores of Indiana, L.P. The Partnership owns the exclusive right to its name. The Partners may change the name only by amending the Certificate in the manner provided in Section 11.4

SECTION 1.3.Purposes. The purposes of the Partnership are (i) to operate one or more retail discount stores and to engage in such other lawful businesses or investments as the Partners may determine; (ii) to own, hold, maintain, encumber, lease, sell, transfer or otherwise dispose of all property or assets or interests in property or assets as may be necessary, appropriate or convenient to accomplish the activities described in clause (i) above; (iii) to incur indebtedness or obligations in furtherance of the activities described in clauses (i) and (ii) above; and (iv) to conduct such other activities necessary or incidental to the foregoing, all on the terms and conditions and subject to the limitations set forth in this Agreement.

SECTION 1.4.Registered Agent; Registered Office. The Partnership’s registered agent and registered office are set forth in the Certificate. The Partners may name a different registered agent or registered office upon the vote of the Partners, in which case the General Partner shall file a certificate of amendment as required by the Act.

SECTION 1.5.Commencement and Term. The Partnership commenced at the time and on the date appearing in the Certificate and shall continue until the dissolution of the Partnership, the winding up of its affairs and the making of the final liquidating distributions required by this Agreement.

ARTICLE II

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

SECTION 2.1.Capital Contributions. Immediately following the execution of this Agreement, Family Dollar Holdings, Inc. shall contribute $73,200 cash to the capital of the Partnership in exchange for one (1) Unit as a General Partner and a one percent (1%) Residual Interest; and Family Dollar Stores of Ohio, Inc. shall contribute to the capital of the Partnership all of the Indiana Assets, subject to all of the Indiana Liabilities, in exchange for ninety-nine (99) Units as a Limited Partner and a ninety-nine percent (99%) Residual Interest.

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Family Dollar Holdings, Inc. shall receive in exchange for such Capital Contributions an initial Capital Account credit in the amount of its initial cash Capital Contribution and Family Dollar Stores of Ohio, Inc. shall receive an initial Capital Account credit of $7,246,800, which is the Agreed Value of Family Dollar Stores of Ohio, Inc’s initial Capital Contribution.

SECTION 2.2.Units. The Partnership shall initially have the authority to issue one hundred (100) Units. The Partnership may issue additional Units only upon the unanimous vote of the Partners.

SECTION 2.3.Additional Capital Contributions or Loans. No Partner shall be required to make loans to the Partnership or to make Capital Contributions to the Partnership except as specifically provided otherwise in this Agreement, unless the Partners unanimously agree otherwise in writing.

SECTION 2.4.Liability of Partners. Except as expressly provided otherwise in this Agreement, no Partner or officer shall be liable for any debts or losses of capital or profits of the Partnership.

SECTION 2.5.Maintenance of Capital Accounts; Withdrawals; Interest. The General Partner shall cause the Partnership to maintain Capital Accounts in accordance with Treasury Regulations § 1.704-1(b) for each of the Partners. No Partner has the right to withdraw any part of its Capital Account or the right to receive distributions except as expressly provided in this Agreement. No Partner has the right to receive any interest on its Capital Contributions or with respect to its Capital Account. Each Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and no Partner shall have the right to demand or receive property other than cash from the Partnership. There shall be no priority among the Partners as to the return of Capital Contributions, distributions or allocations, except as provided in this Agreement.

ARTICLE III

INTERIM DISTRIBUTIONS

SECTION 3.1.Net Cash. Prior to the liquidating distributions pursuant to Section 9.3, all distributions of Net Cash shall be made at such times and in such amounts as the General Partner shall determine, to the Partners in proportion to the number of Units held by them.

SECTION 3.2.Withholding. In the event any federal, foreign, state or local jurisdiction requires the Partnership to withhold taxes or other amounts with respect to any Partner’s allocable share of Profits, taxable income or distributions, the Partnership shall withhold from distributions or other amounts then due to such Partner an amount necessary to satisfy the withholding responsibility. The Partner for whom the Partnership paid the

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withholding tax is deemed to have received the withheld distribution or other amount due and to have paid the withholding tax directly.

SECTION 3.3.Noncash Interim and Liquidating Distributions. The Partnership shall make noncash interim and liquidating distributions to the Partners only upon the unanimous vote of the Partners. As of the date of the noncash distribution, the Partnership shall adjust the Agreed Value of the property distributed and shall post any resulting Profits or Losses to the Capital Accounts.

ARTICLE IV

ALLOCATIONS OF PROFITS AND LOSSES

SECTION 4.1.Profits and Losses. Except as provided in the Regulatory Allocations Exhibit, Profits and Losses shall be allocated to the Partners as follows:

(a)Losses shall be allocated:

(i)First, to the Partners in proportion to the number of Units held by them until the Limited Partner has an Adjusted Capital Account balance of zero, and

(ii)Next, to the General Partner.

(b)Profits shall be allocated:

(i)First, to the General Partner until the cumulative allocations of Profit pursuant to this Section 4.1(b)(i) equal the cumulative allocations of Losses to the General Partner pursuant to Section 4.1 (a) (ii) above, and

(ii)Next, to the Partners in proportion to the number of Units held by them.

SECTION 4.2.Code Section 704(c) Tax Allocations. When a variation exists between the adjusted basis of property contributed to the capital of the Partnership for federal income tax purposes and the initial Agreed Value of such property, or when an adjustment to the Agreed Value of any Partnership asset results in a variation between the adjusted basis of such asset for federal income tax purposes and its Agreed Value, the Partnership shall, solely for tax purposes, allocate the income, gain, loss and deduction with respect to such property among the Partners pursuant to any method allowable under Code § 704(c) and the Treasury Regulations promulgated thereunder.

The General Partner shall make all elections or other decisions relating to allocations under Code § 704(c) and the related Treasury Regulations. Allocations pursuant to this Section

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occur solely for federal, state, and local tax purposes and shall not affect any Partner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

SECTION 4.3.Miscellaneous.

(a)Allocations Attributable to Particular Periods. The Partnership shall calculate Profits, Losses or any other items allocable to any period on a daily, monthly or other permissible method under Code § 706 and the related Treasury Regulations.

(b)Other Items. Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, credit and any other allocations not otherwise provided for shall be divided among the Partners in the same proportion as they share Profits or Losses, as the case may be, for the year.

(c)Tax Consequences; Consistent Reporting. The Partners understand the income tax consequences of the allocations made by this Article and by the Regulatory Allocations Exhibit and hereby agree to report for income tax purposes their share of Partnership income and loss in accordance with those allocations as reflected on the information returns of the Partnership.

ARTICLE V

MANAGEMENT

SECTION 5.1.Management by the General Partner. Subject to the terms and conditions of this Agreement and except as provided in Section 5.2 below, the General Partner, acting by and through its appropriate officers and directors, shall have complete authority over and the exclusive control and management of the business and affairs of the Partnership. The Limited Partners shall not participate in the control of the Partnership within the meaning of the act and shall have no right or authority to act for or bind the Partnership in any manner whatsoever except as otherwise expressly provided in the Act, the rights and powers to the Limited Partners shall not extend beyond those set forth in this Agreement and any attempt to participate in the control of the Partnership in a manner contrary to the rights and powers granted herein or in the Act shall be null and void and without force and effect. The exercise by a Limited Partner of any of the rights granted to it hereunder shall not be deemed participating in the control of the business of the Partnership and shall not constitute a violation hereof.

The Partnership shall have one (1) General Partner. The initial General Partner is Family Dollar Holdings, Inc. A Person shall cease to be a General Partner upon (i) its withdrawal as a General Partner, (ii) assignment of its entire Interest pursuant to Article VII, or (iii) the occurrence of any of the events of cessation set forth in the Act. Upon the cessation of any Person as a General Partner, such Person or its transferee shall have the right to receive the distributions and allocations with respect to its Interest, but in all other respects shall be treated as a Limited Partner. Without the approval of a majority in Interest of the Limited Partners

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(excluding Limited Partner Interests held by the General Partner), a General Partner shall not withdraw from the Partnership, or voluntarily cause an event to occur that would result in the General Partner’s cessation as a General Partner pursuant to the Act. No assignee of a General Partner’s Interest shall become a General Partner, but rather shall be treated as an assignee of a Limited Partner’s Interest unless admitted to the Partnership as a Limited Partner in accordance with Section 7.3 (b).

The General Partner shall be entitled to receive such compensation from the Partnership in exchange for the performance of its duties under this Agreement or under the Act as may be mutually agreed to by the General Partner on one hand and the Limited Partners on the other hand. The General Partner shall be entitled to be reimbursed for its actual, out-of-pocket expenditures reasonably incurred in connection with its service as General Partner. It is not anticipated that the performance of the duties of the General Partner under this Agreement and the Act will require the full-time services of the General Partner or its personnel. The General Partner may delegate its duties under this Agreement to such officers, employees and agents, and with such titles and pursuant to such compensation, as it shall determine.

In the event any Person ceases to be a General Partner, and as a consequence thereof the Partnership has no General Partner, the Limited Partners may within ninety (90) days thereafter elect any person to serve as General Partner, upon such terms as may be agreed. The election of a General Partner shall require the affirmative vote of a majority in Interest of the Limited Partners and shall be effective as of the date the former General Partner ceased to be General Partner of the Partnership. Such elected General Partner shall have the right and power to continue the Partnership and its business without dissolution.

SECTION 5.2.Restrictions on Authority. Without the unanimous consent of the Partners, no Partner or officer of the Partnership shall have authority to do, or to cause the Partnership to do, any of the following:

(i)any act in contravention of this Agreement;

(ii)amend this Agreement, except as expressly provided otherwise herein;

(iii)possess any property or assign, transfer or pledge the rights of the Partnership in specific property other than for the benefit of the Partnership;

(iv)employ, or permit to be employed, the funds or assets of the Partnership in any manner except for the benefit of the Partnership;

(v)admit any Person as a Partner of the Partnership; or

(vi)cause the Partnership to issue any Interest in the Partnership to any Person other than the initial issuance of Units pursuant to Article II above.

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SECTION 5.3.Limitation of Liability; Indemnification.

(a)Limitation of Liability. Notwithstanding any provision to the contrary contained in this Agreement, no Partner or officer of the Partnership shall have any liability in damages or otherwise to the Partnership or to any Partner for any loss, damage, cost, liability or expense incurred by reason of or caused by any act or omission by such Person, whether alleged to be based upon errors in judgment, negligence, gross negligence or breach of duty, except for (i) when the Person knew at the time of the act or omission that such act or omission was clearly in conflict with the interests of the Partnership, (ii) any acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or (iii) a willful breach of this Agreement. Without limiting the foregoing, no liability exists in any such Person for any action or omission taken or suffered by any other Partner or officer, or any mistake, misconduct, negligence, dishonesty or bad faith on the part of any employee or other agent of the Partnership appointed by such Person in good faith.

(b)Indemnification. The Partnership hereby agrees to indemnify each Indemnitee (defined below) and to hold it wholly harmless to the greatest extent permissible by the Act, as amended, for any judgments, settlements, penalties, fines, expenses and attorneys’ fees incurred at any time by reason of or arising out of any action, or refraining from taking any action, on behalf of the Partnership or in furtherance of the interest of the Partnership. The indemnification requirements set forth in this Subsection (b) shall be satisfied out of Partnership assets only; no Partner shall have any obligation to make additional Capital Contributions to the Partnership to enable it to satisfy its indemnification obligations. The Partnership may advance to the Indemnitee any expenses, costs, or liabilities, including attorney fees of any Indemnitee that may be subject to the right of indemnification hereunder as those expenses, costs, or liabilities are incurred and prior to the final disposition of the underlying claim upon receipt of a written, signed agreement by the Indemnitee to repay such advances to the extent that it shall be determined ultimately that the Indemnitee is not entitled to be indemnified hereunder. The determination of whether to make such an advance shall be made by the vote of a majority in Interest of the Partners other than the Partner seeking the advance. The Partnership’s obligations set forth in this Subsection (b) shall survive the termination of the Indemnitee’s status as an Indemnitee and/or the dissolution of the Partnership. The term “Indemnitee” for purposes of this Subsection (b) means any Partner and any officer or director of any Partner and any officer of the Partnership. Additionally, the Partnership may from time to time on an individual basis, and in the sole discretion of the General Partner, extend the foregoing rights to indemnification to employees or agents of any Partner or the Partnership.

SECTION 5.4.Other Business of Partners. Any Partner may engage independently or with others in other business ventures, or make or manage other investments, without the necessity of informing the Partnership or the other Partners. Neither the Partnership nor any Partner shall have any rights in or to such other ventures or activities or to the income or proceeds derived therefrom. The pursuit of such ventures, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper.

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ARTICLE VI

PARTNER MEETINGS

SECTION 6.1.Meetings.

(a)Place of Meeting. All meetings of Partners shall be held at the principal office of the Partnership, or at such other place, either within or without the State of Indiana, as shall be determined by the General Partner.

(b)Notice of Meetings. Meetings of the Partners may be called at any time and from time to time by any Partner by giving written notice to each Partner stating the date, time and place of the meeting. The notice shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Attendance by a Partner at, or his participation in, a meeting shall constitute a waiver of notice of such meeting, unless the Partner at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. When a meeting is adjourned, it is not necessary to give any notice of the adjourned meeting other than by announcement of the date, time and place of the adjourned meeting at the meeting at which the adjournment is taken.

(c)Presumption of Assent. A Partner who is present at a meeting at which action on any Partnership matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting or unless his contrary vote is recorded or his dissent or abstention is otherwise entered in the minutes of the meeting or unless he shall file his written dissent or abstention with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered mail to the Partnership and the other Partners immediately after the adjournment of the meeting. Such right to dissent or abstention shall not apply to a Partner who voted in favor of such action.

(d)Voting of Units. Each outstanding Unit shall be entitled to one vote on any matter. Voting on all matters shall be by voice vote or by a show of hands, unless the holders of one-tenth of the Units represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter. Except as expressly provided otherwise in this Agreement, any matter that requires the vote, consent, ratification, or approval of the Partners shall require the affirmative vote, consent, ratification or approval of the General Partner and a majority in Interest of the Limited Partners. On all matters in which the Partner is entitled to participate, including without limitation waiving notice of any meeting, voting or participating at a meeting or communicating to the Partnership, any Partner that is not a natural person shall act by and through its appropriate officers, general partners, General Partner, trustees or other management authority.

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SECTION 6.2.Informal Action by the Partners. Any action which may be taken at a meeting of the Partners may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Partners.

ARTICLE VII

TRANSFER OF INTERESTS

SECTION 7.1.Pledges. No Partner shall pledge, encumber or otherwise grant a security interest in all or any part of its Interest, whether voluntarily or involuntarily, by operation of law or otherwise, except in connection with an indebtedness of the Partnership in which the lender requires the security interest in order to lend to the Partnership. Any attempt by a Partner to pledge, encumber or otherwise grant a security interest in all or any part of their Interest other than as described above shall be null and void and shall be a breach of this Agreement.

SECTION 7.2.Limited Exception For Transfers. For purposes of Article VII, the term “Transfer” shall mean any attempt to sell, assign or otherwise dispose of all or any portion of the Interest, but shall not include any attempted pledge, encumbrance or other grant of a security interest in all or any part of the Interest. Transfer shall also include a distribution of assets to its owners or beneficiaries by an entity such as a corporation, partnership, limited partnership or trust. See also Section 8.2. A Partner (the “Transferor”) may Transfer all or part of its Interest, but only upon satisfaction or written waiver of the conditions set forth below signed by all the other Partners. Any attempted Transfer by a Transferor in violation of this Section 7.2 shall be null and void, shall be a breach of this Agreement and shall not be recognized by the Partnership for any purpose. Following are the conditions precedent to Transfers:

(a)Pledge. The purpose of the Transfer is not to facilitate a pledge, encumbrance or other grant of a security interest of the Transferor’s Interest.

(b)Prior Notice. The Transferor provides written notice to all other Partners specifying the details of the Transfer, including the name of the proposed transferee, the date of the proposed Transfer, the portion of the Transferor’s Interest to be transferred, and a complete description of the consideration to be received. The Transferor must provide such notice at least forty-five (45) days prior to any proposed Transfer.

(c)No Tax Termination. The Transfer, either alone or when combined with other transfers, will not result in a termination of the Partnership within the meaning of Code § 708(b). A majority in Interest of the Partners other than the Transferor may waive this condition.

(d)Assignment Documents. The Transferor and transferee execute and deliver to the Partnership the instruments of transfer and assignment satisfactory in substance and form to a majority in Interest of the other Partners. The transferee must agree in writing to be bound by

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the terms and conditions of this Agreement and to assume all of the obligations of the Transferor under this Agreement with respect to the Interest assigned.

(e)Securities Law Compliance. If so requested by a majority in Interest of the other Partners, the Transferor obtains at its expense an opinion of counsel reasonably satisfactory to a majority in Interest of the other Partners (both as to the identity of counsel and the form and content of the opinion) that such Transfer is exempt from the registration or notice requirements of the applicable state and federal securities laws and the transferee makes such securities related representations and warranties in connection with the Transfer as a majority in Interest of the other Partners may reasonably deem necessary.

(f)Tax-Exempt Transferee. The Transfer will not cause the application of the so-called tax-exempt leasing rules in Code § 168(h), or similar rules, to the Partnership, the Partnership’s property or the Partners.

(g)Reimbursement. The Transferor must reimburse to the Partnership in an amount sufficient to cover all reasonable expenses of the Partnership in connection with such Transfer.

SECTION 7.3.Assignees.

(a)Rights of Assignees. If a Transfer complies with the provisions of Section 7.2, then the Person acquiring the Interest becomes an assignee with respect to such Interest unless and until the Person is admitted as a Limited Partner in the Partnership pursuant to Subsection (b) below.

An assignee with respect to an Interest is entitled only to receive distributions and allocations with respect to the Interest transferred and such other rights or benefits that are expressly granted to assignees pursuant to this Agreement or the Act, but shall have no other rights, benefits or authority of a Partner under this Agreement or the Act, including without limitation no right to receive notices to the Partners, no right to bring derivative actions on behalf of the Partnership, and no other rights of a Partner under the Act or this Agreement. Provided, however, that the Interest of an assignee shall be subject to all of the restrictions, obligations and limitations under this Agreement and the Act, including without limitation the restrictions on Transfer of Interests contained in this Article.

A Partner who Transfers a portion of the Partner’s Capital Account and rights to distributions and allocations with respect to the Partner’s Interest shall retain no rights, benefit or authority of a Partner with respect to the portion of the Interest Transferred, including without limitation no right to vote or participate in the management of business of the Partnership with respect to the portion of the Interest Transferred. Those rights shall be extinguished unless and until the transferee is admitted as a Limited Partner as provided in Subsection (b) below.

(b)Admission of Assignees as Partners. Except as otherwise provided in this Agreement, an assignee of an Interest in the Partnership becomes a Limited Partner of the Partnership only upon the written consent of a majority in Interest of the Partners other than the Transferor and transferee and when the following conditions are satisfied:

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(i)The assignee executes and delivers in writing a statement of acceptance and adoption of the provisions of this Agreement; and

(ii)The assignee executes, acknowledges and delivers to the Partnership such other instruments as a majority in Interest of the other Partners may reasonably deem necessary or advisable to effect the admission of such assignee as a Partner.

Each Partner may give or withhold the consent to admission as a Partner in its sole, absolute and arbitrary discretion. A Partner that is not a natural person shall exercise such consent through its board of directors or other appropriate management authority.

Notwithstanding the foregoing, if the assignee was already a Partner in the Partnership immediately prior to the transfer, the transferee shall automatically be admitted as a Partner with respect to the Interest assigned to it.

SECTION 7.4.Distributions and Allocations With Respect to Transferred Interests. If any Interest is Transferred during any Fiscal Year in compliance with the provisions of this Article, then (i) Profits, Losses and all other items attributable to the Interest for such period shall be divided and allocated between the Transferor and the transferee by taking into account their varying interests during the period in accordance with Code § 706(d), using any conventions permitted by the Code and selected by the General Partner; (ii) all distributions on or before the date of such transfer shall be made to the Transferor, and all distributions thereafter shall be made to the transferee; and (iii) the transferee shall succeed to and assume all the rights and obligations of the Transferor to the extent related to the transferred Interest.

ARTICLE VIII

CESSATION OF PARTNERSHIP

SECTION 8.1.Withdrawal; Cessation of Partnership.

(a)Withdrawal. No Partner may withdraw voluntarily from the Partnership. An attempted withdrawal shall be null and void, and, notwithstanding any provision in the Act, the Partnership shall not be required to make any payment or distribution in connection with the attempted withdrawal.

(b)Cessation of Partnership. A Partner shall cease to be a Partner only upon the Transfer of a Partner’s entire Interest. The terms and conditions of this Agreement shall survive a Person’s cessation as a Partner of the Partnership.

SECTION 8.2.Dissolved Partners. If a Partner who is a Person other than an individual is dissolved or liquidated, the legal representative or successor of such Person may

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exercise the rights of the Partner pending liquidation and winding up. The transfer of an Interest to the legal representative of a dissolved Partner shall not constitute a Transfer pursuant to Article VII, but the transfer from the legal representative to the beneficiaries of a dissolved Partner shall constitute a Transfer pursuant to Article VII and thus shall comply with the requirements contained in such Article.

ARTICLE IX

DISSOLUTION, WINDING UP AND LIQUIDATING DISTRIBUTIONS

SECTION 9.1.Dissolution Triggers. The Partnership shall dissolve only upon the first to occur of any of the following events:

(a)The vote of the General Partner and a majority in interest of the Limited Partners.

(b)The entry of a decree of judicial dissolution or the administrative dissolution of the Partnership as provided in the Act (unless remedied).

(c)The failure to elect a new General Partner pursuant to Section 5.1 withing ninety (90) days after the sole remaining General Partner has ceased to be a General Partner.

None of the other events set forth in the Act shall cause the dissolution of the Partnership.

SECTION 9.2.Winding Up. Upon a dissolution of the Partnership, the Partners not in breach of or in default under this Agreement, or, if there are no such Partners, a court appointed liquidating trustee, shall take full account of the Partnership’s assets and liabilities and wind up the affairs of the Partnership. The Persons charged with winding up the Partnership shall settle the Partnership’s business, and dispose of and convey the Partnership’s noncash assets as promptly as reasonably possible following dissolution as is consistent with obtaining the fair market value for the Partnership’s assets.

SECTION 9.3.Liquidating Distributions. If any General Partner’s capital account has a deficit balance (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which the liquidation of the Partnership occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Treasury Regulations § 1.704-1(b)(2)(ii)(b)(3).

Distribution of the Partnership’s cash and the proceeds from the disposition of the Partnership’s noncash assets shall occur in the following order:

(a)To the Partnership’s creditors, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Partnership;

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(b)To the Partners who are creditors whose claims are not satisfied by distributions pursuant to the preceding subsection;

(c)To the Partners in accordance with their credit (i.e., positive) Capital Account balances.

The Partners of the Partnership or the Partnership may establish a trust to receive the distributions made pursuant to Subsection (c) for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying liabilities or obligations of the Partnership. Distributions from the trust to the Partners shall occur from time to time, in the reasonable discretion of the trustee of the liquidating trust, in the same proportions as would otherwise have been distributed to the Partners pursuant to this Agreement.

ARTICLE X

BOOKS AND RECORDS

SECTION 10.1.Books and Records. The General Partner shall cause the Partnership to keep adequate books and records at its principal place of business, which shall set forth an accurate account of all transactions of the Partnership. Any Partner or its designated representative shall have the right to access during normal business hours, inspect and copy at its expense the contents of such books and records, provided the Partner sends written notice to the custodian of the records at least five (5) business days prior to the date of inspection specifying the records or information desired and the purpose for the inspection.

SECTION 10.2.Taxable Year; Accounting Methods; Annual Financial Statements. The Partnership shall use the Fiscal Year as its taxable year. Unless the General Partner determines otherwise, the Partnership shall report its income for income tax purposes using generally accepted accounting principles. Within a reasonable period after the end of each Fiscal Year, the Partnership shall prepare annual financial statements containing a balance sheet as of the end of such Fiscal Year and an income statement for the Fiscal Year then ended. The financial statements shall include supplementary statements prepared pursuant to the Capital Account accounting methods prescribed by this Agreement and Treasury Regulations §1.704-1(b).

SECTION 10.3.Tax Information. Within a reasonable period after the end of each Fiscal Year, the Partnership shall prepare the tax information necessary to enable each Partner to prepare its federal and state income tax returns.

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ARTICLE XI

MISCELLANEOUS

SECTION 11.1.Notices. Any Person required or permitted by any provision of this Agreement to give any notice, payment, demand or communication shall personally deliver such, in writing, to the Person or to an officer of the Person to whom the same is directed, or send by regular, registered, or certified United States mail, or by facsimile transmission or by private mail or courier service, addressed as follows: if to the Partnership, to the address of the General Partner, or to such other address as the Partnership may specify from time to time by notice to the Partners; if to a Partner, to the address set forth below, or to such other address as such Person may specify from time to time by notice to the Partnership and to the other Partners.

Via Private Mail or Courier
Service or Facsimile	Via United States Mail
Family Dollar Stores of Ohio, Inc.	Family Dollar Stores of Ohio, Inc.
10401 Old Monroe Road	P.O. Box 1017
Matthews, North Carolina 28105	Charlotte, North Carolina 28201
ATTN: General Counsel	ATTN: General Counsel
FAX: 704-841-1401
Family Dollar Holdings, Inc.	Family Dollar Holdings, Inc.
10401 Old Monroe Road	P.O. Box 1017
Matthews, North Carolina 28105	Charlotte, North Carolina 28201
ATTN: General Counsel	ATTN: General Counsel
FAX: 704-841-1401

Any such notice shall be deemed to be delivered, given and received for all purposes (i) as of the date of actual receipt if delivered personally or if sent by regular mail, facsimile transmission or by private mail or courier service, or (ii) two (2) business days after the date on which the same was sent by registered or certified United States mail, postage and charges prepaid, return receipt requested, addressed as provided above.

SECTION 11.2.Binding Effect. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, legatees, legal representatives, successors, transferees and assigns. None of the provisions of this Agreement are intended to create any enforceable rights or benefit in any creditor of the Partnership or any Partner.

SECTION 11.3.Construction. Any court or arbitrator shall construe every covenant, term and provision of this Agreement in accordance with its simple and fair meaning and not strictly for or against any Partner. No court or arbitrator shall interpret any provision of this Agreement as a penalty upon, or a forfeiture by, any party to this Agreement. The parties acknowledge that each party to this Agreement shared equally in the drafting and construction of

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this Agreement and, accordingly, no court or arbitrator construing this Agreement shall construe it more strictly against one party hereto than the other.

SECTION 11.4.Entire Agreement; Amendments. This Agreement and the Certificate constitute the entire agreement among the parties with respect to the affairs of the Partnership and the conduct of its business, and supersede all prior agreements and understandings, whether oral or written. This Agreement and the Certificate may be amended only by a written amendment that receives the vote of all the Partners; provided, however, that the Agreement may be amended from time to time without the necessity of obtaining the vote of the Partners, to reflect the admission of Partners and the transfers of Interests, to reflect address changes, to correct typographical or clerical errors, or to bring this Agreement into compliance with federal or state tax laws or regulations, in which case a copy of such amendment shall promptly be sent to each Partner.

SECTION 11.5.Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 11.6.Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

SECTION 11.7.Additional Documents. Each Partner, upon the request of the Partnership, agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

SECTION 11.8.Variation of Pronouns. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

SECTION 11.9.Governing Law; Dispute Resolution. The laws of the State of Indiana, exclusive of its conflicts of laws provisions, shall govern the validity of this Agreement, the construction and interpretation of its terms, and organization and internal affairs of the Partnership and the limited liability of the Limited Partners. All unresolved disputes arising out of or in any way related to the Partnership or this Agreement shall be adjudicated in the courts of the State of North Carolina sitting in Mecklenburg County, and by executing this Agreement each Partner irrevocably consents to the exclusive personal jurisdiction of said courts for such purposes.

SECTION 11.10.Waiver of Action for Partition. Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the assets of the Partnership.

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SECTION 11.11.Counterpart Execution; Facsimile Execution. This Agreement may be executed in any number of counterparts with the same effect as if all of the parties had signed the same document. Such executions may be transmitted to the Partnership and/or the other parties by facsimile and such facsimile execution shall have the full force and effect of an original signature. All fully executed counterparts, whether original executions or facsimile executions or a combination, shall be construed together and shall constitute one and the same agreement.

SECTION 11.12.Tax Matters Partner. The General Partner shall serve as the “tax matters partner” under the Code and in any similar capacity under state or local law. In addition, the Tax Matters Partner shall have the power and authority (i) to extend the statute of limitations for assessment of tax deficiencies against Partners with respect to adjustments to the Partnership’s federal, state, or local tax returns; and (ii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners, and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of the Partnership or the Partners; provided, however, that the Tax Matters Partner shall keep the other Partners reasonably informed as to the status of any tax investigations, audits, lawsuits or other judicial or administrative tax proceedings and shall promptly copy all other Partners on any correspondence to or from the Internal Revenue Service or state, local or foreign taxing authority relating to such proceedings.

SECTION 11.13.Time of the Essence. Time is of the essence with respect to each and every term and provision of this Agreement.

SECTION 11.14.Exhibits Incorporated by Reference. Each of the Exhibits referenced in the Table of Contents or otherwise referred to in this Agreement are hereby incorporated into this Agreement by this reference.

IN WITNESS WHEREOF, the Partners have executed this Agreement to be effective as of the Effective Date.

[EXECUTIONS APPEAR ON FOLLOWING PAGE(S)]

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EXECUTION PAGE

TO THE

PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF INDIANA, L.P.,

an Indiana limited partnership

FAMILY DOLLAR STORES OF OHIO, INC., an Ohio corporation
By:	C. Martin Sowers
Title:	SR. VICE PRESIDENT - FINANCE
FAMILY DOLLAR HOLDINGS, INC., a North Carolina corporation
By:	C. Martin Sowers
Title:	SR.VICE PRESIDENT - FINANCE

EXHIBIT A

TO THE

Partnership AGREEMENT

OF

FAMILY DOLLAR STORES OF INDIANA, L.P.,

an Indiana limited partnership

GLOSSARY OF TERMS

Many of the capitalized words and phrases used in this Agreement are defined below. Some defined terms used in this Agreement are applicable to only a particular Section of this Agreement or an Exhibit and are not listed below, but are defined in the Section or Exhibit in which they are used.

“Act” shall mean the Indiana Revised Uniform Limited Partnership Act, as in effect in Indiana and set forth at Ind. Code §§23-16-1-1 et seq. (or any corresponding provisions of succeeding law).

“Adjusted Capital Account” means, with respect to any Partner, such Partner’s Capital Account (as defined below) as of the end of the relevant Fiscal Year increased by any amounts which such Partner is obligated to restore, or is deemed to be obligated to restore pursuant to the next to last sentences of Treasury Regulations § 1.704-2(g)(1) (share of minimum gain) and 1.704-2(i)(5) (share of partner nonrecourse debt minimum gain) and decreased by the items described in Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Agreed Value” shall mean with respect to any noncash asset of the Partnership an amount determined and adjusted in accordance with the following provisions:

(a)The initial Agreed Value of any noncash asset contributed to the capital of the Partnership by any Partner shall be its gross fair market value, as agreed to by the contributing Partner and the Partnership.

(b)The initial Agreed Value of any noncash asset acquired by the Partnership other than by contribution by a Partner shall be its adjusted basis for federal income tax purposes.

(c)The initial Agreed Values of all the Partnership’s noncash assets, regardless of how those assets were acquired, shall be reduced by depreciation or amortization, as the case may be, determined in accordance with the rules set forth in Treasury Regulations § 1.704-1(b)(2)(iv)(f) and (g).

(d)The Agreed Values, as reduced by depreciation or amortization, of all noncash assets of the Partnership, regardless of how those assets were acquired, shall be adjusted from time to time to equal their gross fair market values, as determined by the General Partner, as of the following times:

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(i)the acquisition of an Interest or an additional Interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution;

(ii)the distribution by the Partnership of more than a de minimis amount of money or other property as consideration for all or part of an Interest in the Partnership; and

(iii)the termination of the Partnership for federal income tax purposes pursuant to Code § 708(b)(1)(B).

“Agreement” shall mean this Partnership Agreement as amended from time to time.

“Capital Account” shall mean with respect to each Partner an account maintained and adjusted in accordance with the following provisions:

(a)Each Partner’s Capital Account shall be increased by such Partner’s Capital Contributions, such Partner’s distributive share of Profits, any items in the nature of income or gain that are allocated pursuant to the Regulatory Allocations and the amount of any Partnership liabilities that are assumed by such Partner or that are secured by Partnership property distributed to such Partner.

(b)Each Partner’s Capital Account shall be decreased by the amount of cash and the Agreed Value of any Partnership property distributed to such Partner pursuant to any provision of this Agreement (other than repayments of loans to the Partnership), such Partner’s distributive share of Losses, any items in the nature of loss or deduction that are allocated pursuant to the Regulatory Allocations, and the amount of any liabilities of such Partner that are assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership.

In the event any Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.

In the event the Agreed Values of the Partnership assets are adjusted pursuant to the definition of Agreed Value contained in this Agreement, the Capital Accounts of all Partners shall be adjusted simultaneously to reflect the aggregate adjustments as if the Partnership recognized gain or loss equal to the amount of such aggregate adjustment.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such regulations.

“Capital Contribution” shall mean with respect to any Partner, the amount of money and the initial Agreed Value of any property (other than money) contributed to the Partnership with respect to the Interest of such Partner.

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“Certificate” shall mean the certificate of limited partnership required to be filed by the Partnership pursuant to the Act together with any amendments thereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor federal revenue law.

“Effective Date” shall mean January 1, 1998.

“Fiscal Year” shall mean, with respect to the first year of the Partnership, the period beginning upon the formation of the Partnership and ending on August 31, 1998, with respect to subsequent years of the Partnership, the period beginning upon September 1 and ending on the next August 31, and, with respect to the last year of the Partnership, the portion of the calendar year ending with the date of the final liquidating distributions.

“General Partner” shall refer to Family Dollar Holdings, Inc. and to any other Persons who are admitted to the Partnership as General Partner under the terms of this Agreement until such Persons have ceased to be General Partners under the terms of this Agreement.

“Indiana Assets” shall mean the Assets (as defined in that certain Bill of Sale and Assignment and Assumption Agreement dated as of January 1, 1998 (the “Bill of Sale”)) between Family Dollar Stores of Ohio, Inc. and the Partnership.

“Indiana Liabilities” shall mean the Liabilities (as defined in the Bill of Sale ).

“Interest” shall mean all of the rights of each Partner with respect to the Partnership created under this Agreement or under the Act. With respect to any provision of this Agreement that requires the vote, approval, consent or similar action by a specified group of the Partners, reference to a majority or a specified percentage in Interest of the specified group of the Partners means Partners holding a majority (or specified percentage) of the Units outstanding. For instance, a provision requiring the approval of a majority in Interest of the Limited Partners shall require the vote of Partners holding a majority of the outstanding Units held by Limited Partners.

“Limited Partner” shall refer to Family Dollar Stores of Ohio, Inc. and to any other Persons who are admitted to the Partnership as Limited Partners under the terms of this Agreement until such Persons have ceased to be Limited Partners under the terms of this Agreement.

“Net Cash” shall mean the gross cash proceeds to the Partnership from all sources whatsoever (including without limitation operations, Capital Contributions, sales or dispositions of Partnership property, financings or refinancings of Partnership assets, and reserves from prior periods), less the portion thereof used to pay or establish reserves for Partnership expenses, debt payments, capital improvements, replacements, and contingencies, all as determined by the General Partner. “Net Cash” shall not be reduced by depreciation, amortization, cost recovery deductions or similar allowances. “Net Cash” shall include all principal and interest payments with respect to any note or other obligation received by the Partnership in connection with sales and other dispositions of its property.

A-3

“Partners” shall refer collectively to the Persons referenced in Section 2.1 as General Partners or Limited Partners and to any other Persons who are admitted to the Partnership as Partners under the terms of this Agreement until such Persons have ceased to be Partners under the terms of this Agreement. “Partner” means any one of the Partners.

“Partnership” shall mean the limited partnership formed pursuant to the Certificate and this Agreement.

“Person” shall mean any natural person, partnership, trust, estate, association, limited partnership, corporation, custodian, nominee, governmental instrumentality or agency, body politic or any other entity in its own or any representative capacity.

“Profits and Losses” shall mean, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code § 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code § 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(b)Any expenditures of the Partnership described in Code § 705(a)(2)(B) or treated as Code § 705(a)(2)(B) expenditures pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;

(c)Gain or loss resulting from dispositions of Partnership assets shall be computed by reference to the Agreed Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Agreed Value.

“Regulatory Allocations” shall mean the allocations of items of Partnership income, gain, loss and deduction set forth on the Regulatory Allocations Exhibit.

“Residual Interest” shall mean the percentage of Units held by a particular Partner or assignee in relation to the total of all Units outstanding.

“Transfer” and “Transferor” shall have the definitions set forth in Section 7.2 of the Agreement.

“Treasury Regulations” shall mean the final and temporary Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Units” are the means by which the Interests in the Partnership are divided among the Partners and the Partnership. The initial number of Units assigned to each Partner is set forth

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in Section 2.1 of the Agreement. A Partner’s or assignee’s proportionate part of the total outstanding Interests shall equal the total number of Units held by him divided by the total number of Units outstanding.

[THE REMAINDER OF THIS PAGE INTENTIONALLY HAS BEEN LEFT BLANK.]

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EXHIBIT B

TO THE

PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF INDIANA, L.P.,

an Indiana limited partnership

REGULATORY ALLOCATIONS

This Exhibit contains special rules for the allocation of items of Partnership income, gain, loss and deduction that override the basic allocations of Profits and Losses in Sections 4.1 and 4.2 and allocation of other items under Section 4.3(b) of the Agreement to the extent necessary to cause the overall allocations of items of Partnership income, gain, loss and deduction to have substantial economic effect pursuant to Treasury Regulations §§ 1.704-1(b). Subsection (a) below contains special technical definitions.

(a)Definitions Applicable to Regulatory Allocations. For purposes of the Agreement, the following terms shall have the meanings indicated:

(i)“Partnership Minimum Gain” has the meaning of “partnership minimum gain” set forth in Treasury Regulations § 1.704-2(d), and is generally the aggregate gain the Partnership would realize if it disposed of its property subject to Nonrecourse Liabilities in full satisfaction of each such liability, with such other modifications as provided in Treasury Regulations § 1.704-2(d).

(ii)“Partner Nonrecourse Deductions” shall mean losses, deductions or Code § 705(a)(2)(B) expenditures attributable to Partner Nonrecourse Debt under the general principles applicable to “partner nonrecourse deductions” set forth in Treasury Regulations § 1.704-2(i)(2).

(iii)“Partner Nonrecourse Debt” means any Partnership liability with respect to which one or more but not all of the Partners or related Persons to one or more but not all of the Partners bears the economic risk of loss within the meaning of Treasury Regulations § 1.752-2 as a guarantor, lender or otherwise.

(iv)“Partner Nonrecourse Debt Minimum Gain” shall mean the minimum gain attributable to Partner Nonrecourse Debt as determined pursuant to Treasury Regulations § 1.704-2(i)(3).

(v)“Nonrecourse Deductions” shall mean losses, deductions, or Code § 705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities (see Treasury Regulations § 1.704-2(b)(1)). The amount of Nonrecourse Deductions for a Fiscal Year shall be determined pursuant to Treasury

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Regulations § 1.704-2(c), and shall generally equal the net increase, if any, in the amount of Partnership Minimum Gain for that taxable year, determined generally according to the provisions of Treasury Regulations § 1.704-2(d), reduced (but not below zero) by the aggregate distributions during the year of proceeds of Nonrecourse Liabilities that are allocable to an increase in Partnership Minimum Gain, with such other modifications as provided in Treasury Regulations § 1.704-2(c).

(vi)“Nonrecourse Liability” means any Partnership liability (or portion thereof) for which no Partner bears the economic risk of loss under Treasury Regulations § 1.752-2.

(vii)“Regulatory Allocations” shall mean allocations of Nonrecourse Deductions provided in Paragraph (b) below, allocations of Partner Nonrecourse Deductions provided in Paragraph (c) below, the minimum gain chargeback provided in Paragraph (d) below, the partner nonrecourse debt minimum gain chargeback provided in Paragraph (e) below, the qualified income offset provided in Paragraph (f) below, the gross income allocation provided in Paragraph (g) below, and the curative allocations provided in Paragraph (h) below.

(b)Nonrecourse Deductions. All Nonrecourse Deductions for any Fiscal Year shall be allocated to the Partners the same manner as Losses generally are allocated pursuant to Section 3.2 of this Agreement.

(c)Partner Nonrecourse Deductions. All Partner Nonrecourse Deductions for any Fiscal Year shall be allocated to the Partner who bears the economic risk of loss under Treasury Regulations § 1.752-2 with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable.

(d)Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain for a Fiscal Year, each Partner shall be allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of such net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations § 1.704-2(g)(2) and the definition of Partnership Minimum Gain set forth above. This provision is intended to comply with the minimum gain chargeback requirement in Treasury Regulations § 1.704-2(f) and shall be interpreted consistently therewith.

(e)Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt for any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt as of the beginning of the Fiscal Year, determined in accordance with Treasury Regulations § 1.704-2(i)(5), shall be allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations §§

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1.704-2(i)(4) and (5) and the definition of Partner Nonrecourse Debt Minimum Gain set forth above. This Paragraph is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

(f)Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations §§ 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income, and gain for such year) shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit in such Partner’s Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible.

(g)Gross Income Allocation. In the event any Partner has a deficit in its Adjusted Capital Account at the end of any Fiscal Year, each such Partner shall be allocated items of Partnership gross income and gain, in the amount of such Adjusted Capital Account deficit, as quickly as possible.

(h)Rules for Applying the Regulatory Allocations. The Regulatory Allocations shall be interpreted and applied in light of the purpose set forth in the first sentence of the Regulatory Allocations. However, to the greatest extent possible consistent with that purpose, the General Partner shall take the Regulatory Allocations into account in allocating other items of income, gain, loss or deduction among the Partners such that the net amounts allocated to each Partner would be the same as his distributive share of Profits and Losses would have been had the Regulatory Allocations not been made. The General Partner shall apply the Regulatory Allocations in whatever order the General Partner reasonably determine will minimize the economic distortion that might otherwise result from the application of the Regulatory Allocations.

(i)Waiver of Minimum Gain Chargeback Provisions. If the General Partner determines that (i) either of the two minimum gain chargeback provisions contained in this Exhibit would cause a distortion in the economic arrangement among the Partners, (ii) it is not expected that the Partnership will have sufficient other items of income and gain to correct that distortion, and (iii) the Partners have made Capital Contributions or received net income allocations that have restored any previous Nonrecourse Deductions or Partner Nonrecourse Deductions, the General Partner shall have the authority, but not the obligation, to request the Internal Revenue Service to waive the minimum gain chargeback or partner nonrecourse debt minimum gain chargeback requirements pursuant to Treasury Regulations §§ 1.704-2(f)(4) and 1.704-2(i)(4).

(j)Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code § 734(b) or Code § 743(b) is required, pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

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EX-3.59

EXHIBIT 3.59

ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF IOWA, INC.

To form a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), the undersigned sets forth the following:

1.             The name of the Corporation is: Family Dollar Stores of Iowa, Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.             The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

SIGNED this 20th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Esq., Incorporator

EX-3.60

Exhibit 3.60

BYLAWS

OF

FAMILY DOLLAR STORES OF IOWA, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Iowa, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may

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adjourn the meeting to a future date at which a quorum shall be present or represented.  At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors

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need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

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Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

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Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

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VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

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B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors,

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proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

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ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

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ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees),

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judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in

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accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.61

Exhibit 3.61

State of North Carolina

Department of the Secretary of State

CERTIFICATE OF DOMESTIC LIMITED PARTNERSHIP

Pursuant to §59-201 of the General Statutes of North Carolina, the undersigned hereby submits this Certificate of Domestic Limited Partnership.

1.             The name of the limited partnership is Family Dollar Stores of Kentucky, LP.

2.             This partnership was not formed prior to October 1, 1986.

3.             The name of the Registered Agent is C T Corporation System.

4.             The address of the Registered Agent’s Office is:

150 Fayetteville Street, Box 1011

Raleigh NC  27601

Wake County

5.             The address of the office where records are kept is:

10401 Monroe Road

Matthews, NC  28105-5349

Mecklenburg County

6.The latest date upon which the limited partnership is to dissolve: None.

7.The name, and address, including county and city or town, and street and number, if any, of each general partner is as follows:

Family Dollar Holdings, Inc.

10401 Monroe Road

Matthews, NC  28105-5349

Mecklenburg County

8.This registration will be effective on February 22, 2016.

9.The following signature of EACH general partner constitutes an affirmation under the penalty of perjury that the facts herein are true.

Family Dollar Holdings, Inc.
By:	/s/ William A. Old, Jr.
Its:	William A. Old, Jr., Senior Vice President
	and Secretary
Date: February  19, 2016

EX-3.62

Exhibit 3.62

LIMITED PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF KENTUCKY, LP

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”).

WHEREAS, the Partnership was formed as a limited partnership on February 22, 2016 by the filing of a certificate of limited partnership of the Partnership (the “Certificate of Limited Partnership”) with the Office of the Secretary of State of the State of North Carolina and pursuant to an agreement between the Partners to form a limited partnership under the Act; and

WHEREAS, on February 23, 2016, Family Dollar Stores of Kentucky, Ltd., a Kentucky limited partnership (the “Merged Partnership”) will be merged with and into the Partnership (the “Merger”) such that on consummation of the Merger, the existence of the Merged Partnership shall cease and the Partnership shall continue as the surviving entity;

WHEREAS, prior to consummation of the Merger, the Merged Partnership is currently operating pursuant to that certain Partnership Agreement dated effective as of December 1, 1997 (the “Existing Partnership Agreement”), the form of which is attached hereto as Exhibit A;

WHEREAS, the Partners desire to adopt the Existing Partnership Agreement as the agreement of limited partnership of the Partnership in accordance with the terms and conditions set forth herein to reflect the terms of their entire agreement with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             Adoption of Existing Partnership Agreement. The Partners hereby adopt the Existing Partnership Agreement in the form attached hereto as Exhibit A as the agreement of limited partnership of the Partnership which, except as expressly set forth in this Agreement, shall remain in full force in effect and shall govern the rights and obligations of the Partners and the terms and conditions of the Partnership. Notwithstanding the foregoing, the Partnership shall be governed by the Act and the laws of the State of North Carolina and, to the extent there are any

inconsistencies between the Existing Partnership Agreement and the Act with respect to any subject matter covered in the Existing Partnership Agreement, the Act shall govern.

2.             Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of North Carolina, without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of North Carolina.

3.             Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of Electronic Transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

4.             Entire Agreement. This Agreement, together with the Existing Partnership Agreement and the Certificate of Limited Partnership, constitutes the entire agreement of the Partners with respect to the subject matter hereof.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Limited Partnership Agreement of Family Dollar Stores of Kentucky, LP as of the date first above written.

FAMILY DOLLAR HOLDINGS, INC.
By	/s/ Kevin S. Wampler
Name: Kevin S. Wampler
Title: EVP-Chief Financial Officer
FAMILY DOLLAR, INC.
By	/s/ Kevin S. Wampler
Name: Kevin S. Wampler
Title: EVP-Chief Financial Officer

PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF KENTUCKY, LTD.,

a Kentucky limited partnership

TABLE OF CONTENTS

OF THE

PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF KENTUCKY, LTD.,

a Kentucky limited partnership

		Page
ARTICLE I
FORMATION		1
SECTION 1.1.	Formation; General Terms; Effective Date	1
SECTION 1.2.	Name	2
SECTION 1.3.	Purposes	2
SECTION 1.4.	Registered Agent; Registered Office	2
SECTION 1.5.	Commencement and Term	2
ARTICLE II
CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS		2
SECTION 2.1.	Capital Contributions	2
SECTION 2.2.	Units	3
SECTION 2.3.	Additional Capital Contributions or Loans	3
SECTION 2.4.	Liability of Partners	3
SECTION 2.5.	Maintenance of Capital Accounts; Withdrawals; Interest	3
ARTICLE III
INTERIM DISTRIBUTIONS		4
SECTION 3.1.	Net Cash	4
SECTION 3.2.	Withholding	4
SECTION 3.3.	Noncash Interim and Liquidating Distributions	4
ARTICLE IV
ALLOCATIONS		4
SECTION 4.1.	Profits and Losses	4
SECTION 4.2.	Code Section 704(c) Tax Allocations	5
SECTION 4.3.	Miscellaneous	5
ARTICLE V
MANAGEMENT		5
SECTION 5.1.	Management by the General Partner	5
SECTION 5.2.	Restrictions on Authority	6

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SECTION 5.3.	Limitation of Liability; Indemnification	7
SECTION 5.4.	Other Business of Partners	8
ARTICLE VI
PARTNER MEETINGS		8
SECTION 6.1.	Meetings	8
SECTION 6.2.	Informal Action by the Partners	9
ARTICLE VII
TRANSFER OF INTERESTS		9
SECTION 7.1.	Pledges	9
SECTION 7.2.	Limited Exception For Transfers	9
SECTION 7.3.	Assignees	10
SECTION 7.4.	Distributions and Allocations With Respect to Transferred Interests	11
ARTICLE VIII
CESSATION OF PARTNERSHIP		12
SECTION 8.1.	Withdrawal; Cessation of Partnership	12
SECTION 8.2.	Dissolved Partners	12
ARTICLE IX
DISSOLUTION, WINDING UP AND LIQUIDATING DISTRIBUTIONS		12
SECTION 9.1.	Dissolution Triggers	12
SECTION 9.2.	Winding Up	12
SECTION 9.3.	Liquidating Distributions	13
ARTICLE X
BOOKS AND RECORDS		13
SECTION 10.1.	Books and Records	13
SECTION 10.2.	Taxable Year; Accounting Methods; Annual Financial Statements	13
SECTION 10.3.	Tax Information	14
ARTICLE XI
MISCELLANEOUS		14
SECTION 11.1.	Notices	14
SECTION 11.2.	Binding Effect	15
SECTION 11.3.	Construction	15
SECTION 11.4.	Entire Agreement; Amendments	15

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SECTION 11.5.	Headings	15
SECTION 11.6.	Severability	15
SECTION 11.7.	Additional Documents	15
SECTION 11.8.	Variation of Pronouns	15
SECTION 11.9.	Governing Law; Dispute Resolution	15
SECTION 11.10.	Waiver of Action for Partition	16
SECTION 11.11.	Counterpart Execution; Facsimile Execution	16
SECTION 11.12.	Tax Matters Partner	16
SECTION 11.13.	Time of the Essence	16
SECTION 11.14.	Exhibits Incorporated by Reference	16

EXHIBITS:

EXHIBIT A - Glossary of Terms

EXHIBIT B - Regulatory Allocations

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PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF KENTUCKY, LTD.

a Kentucky limited partnership

THIS AGREEMENT is entered into by and between Family Dollar, Inc. and Family Dollar Holdings, Inc. Unless otherwise indicated, capitalized words and phrases in this Agreement shall have the meanings set forth in the attached Glossary of Terms.

R E C I T A L S

A.            Family Dollar, Inc. and Family Dollar Holdings, Inc. desire to form a limited partnership under the laws of the State of Kentucky.

B.            On December 1, 1997, Family Dollar Stores of Harrodsburg, Ky, Inc. merged with and into Family Dollar, Inc. Family Dollar, Inc. desires to make a capital contribution to the Partnership of all of the assets and properties, subject to all of the liabilities and obligations, assigned or transferred by operation of law from Family Dollar Stores of Harrodsburg, Ky, Inc. to Family Dollar, Inc. pursuant to such merger.

C.            On January 1, 1998, the Merging Corporations will merge with and into Family Dollar, Inc. Family Dollar, Inc. desires to make a capital contribution to the Partnership of all of the assets and properties, subject to all of the liabilities and obligations, assigned or transferred by operation of law from the Merging Corporations to Family Dollar, Inc. pursuant to such mergers.

D.            Family Dollar Holdings, Inc. desires to make a capital contribution of cash in such amounts as set forth in Section 2.1 hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree, intending to be legally bound, as follows:

ARTICLE I

FORMATION

SECTION 1.1.               Formation; General Terms; Effective Date. The Partnership was formed upon the filing of the Certificate with the Kentucky Secretary of State. When this Agreement has been signed by both Partners, it shall become effective as of the Effective Date, and Family Dollar, Inc. and Family Dollar Holdings, Inc. shall become Partners of the Partnership, all without the necessity of any further act or instrument and without causing the dissolution of the Partnership.

The Act and this Agreement, including all the Exhibits attached hereto, govern the rights and obligations of the Partners and the terms and conditions of the Partnership. This Agreement controls to the extent there are any inconsistencies between the Act and this Agreement with respect to any subject matter covered in this Agreement. The Partnership shall have no oral partnership agreements, and this Agreement may be amended only in accordance with Section 11.4 below

The General Partner shall execute and file on behalf of the Partnership all other instruments or documents, and shall accomplish all such filings, recordings, or other acts as necessary or appropriate from time to time to comply with the requirements of law for the continuation and operation of a limited partnership in Kentucky and in any other states and jurisdictions in which the Partnership shall transact business.

SECTION 1.2.               Name. The name of the Partnership shall be Family Dollar Stores of Kentucky, Ltd. The Partnership owns the exclusive right to its name. The Partners may change the name only by amending the Certificate in the manner provided in Section 11.4

SECTION 1.3.               Purposes. The purposes of the Partnership are (i) to operate one or more retail discount stores and to engage in such other lawful businesses or investments as the Partners may determine; (ii) to own, hold, maintain, encumber, lease, sell, transfer or otherwise dispose of all property or assets or interests in property or assets as may be necessary, appropriate or convenient to accomplish the activities described in clause (i) above; (iii) to incur indebtedness or obligations in furtherance of the activities described in clauses (i) and (ii) above; and (iv) to conduct such other activities necessary or incidental to the foregoing, all on the terms and conditions and subject to the limitations set forth in this Agreement.

SECTION 1.4.               Registered Agent; Registered Office. The Partnership’s registered agent and registered office are set forth in the Certificate. The Partners may name a different registered agent or registered office upon the vote of the Partners, in which case the General Partner shall file a certificate of amendment as required by the Act.

SECTION 1.5.               Commencement and Term. The Partnership commenced at the time and on the date appearing in the Certificate and shall continue until the dissolution of the Partnership, the winding up of its affairs and the making of the final liquidating distributions required by this Agreement.

ARTICLE II

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

SECTION 2.1.               Capital Contributions. Immediately following the execution of this Agreement, Family Dollar Holdings, Inc. shall contribute $3,000.00 cash to the capital of the Partnership in exchange for one (1) Unit as a General Partner and a one percent (1%) Residual Interest; and Family Dollar, Inc. shall contribute to the capital of the Partnership all of the

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Harrodsburg Assets, subject to all the Harrodsburg Liabilities, in exchange for ninety-nine (99) Units as a Limited Partner and a ninety-nine percent (99%) Residual Interest.

Family Dollar Holdings, Inc. shall receive in exchange for such Capital Contributions an initial Capital Account credit in the amount of its initial cash Capital Contribution and Family Dollar, Inc. shall receive an initial Capital Account credit of $297,000.00, which is the Agreed Value of Family Dollar, Inc’s initial Capital Contribution.

Immediately after the effectiveness of the merger of the Merging Corporations into Family Dollar, Inc., Family Dollar, Inc. shall contribute to the capital of the Partnership, the Merging Corporation Assets, subject to the Merging Corporation Liabilities. Contemporaneously with the Family Dollar, Inc. additional Capital Contribution, the General Partner shall be required to contribute cash to the capital of the Partnership in an amount equal to the Agreed Value of the Family Dollar, Inc. additional Capital Contribution, divided by ninety nine (99). The Partners’ Capital Accounts shall be increased by the Agreed Value of the additional Capital Contributions described in this paragraph.

SECTION 2.2.               Units. The Partnership shall initially have the authority to issue one hundred (100) Units. The Partnership may issue additional Units only upon the unanimous vote of the Partners.

SECTION 2.3.               Additional Capital Contributions or Loans. No Partner shall be required to make loans to the Partnership or to make Capital Contributions to the Partnership except as specifically provided otherwise in this Agreement, unless the Partners unanimously agree otherwise in writing.

SECTION 2.4.               Liability of Partners. Except as expressly provided otherwise in this Agreement, no Partner or officer shall be liable for any debts or losses of capital or profits of the Partnership.

SECTION 2.5.               Maintenance of Capital Accounts; Withdrawals; Interest. The General Partner shall cause the Partnership to maintain Capital Accounts in accordance with Treasury Regulations § 1.704-1(b) for each of the Partners. No Partner has the right to withdraw any part of its Capital Account or the right to receive distributions except as expressly provided in this Agreement. No Partner has the right to receive any interest on its Capital Contributions or with respect to its Capital Account. Each Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and no Partner shall have the right to demand or receive property other than cash from the Partnership. There shall be no priority among the Partners as to the return of Capital Contributions, distributions or allocations, except as provided in this Agreement.

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ARTICLE III

INTERIM DISTRIBUTIONS

SECTION 3.1.               Net Cash. Prior to the liquidating distributions pursuant to Section 9.3, all distributions of Net Cash shall be made at such times and in such amounts as the General Partner shall determine, to the Partners in proportion to the number of Units held by them.

SECTION 3.2.               Withholding. In the event any federal, foreign, state or local jurisdiction requires the Partnership to withhold taxes or other amounts with respect to any Partner’s allocable share of Profits, taxable income or distributions, the Partnership shall withhold from distributions or other amounts then due to such Partner an amount necessary to satisfy the withholding responsibility. The Partner for whom the Partnership paid the withholding tax is deemed to have received the withheld distribution or other amount due and to have paid the withholding tax directly.

SECTION 3.3.               Noncash Interim and Liquidating Distributions. The Partnership shall make noncash interim and liquidating distributions to the Partners only upon the unanimous vote of the Partners. As of the date of the noncash distribution, the Partnership shall adjust the Agreed Value of the property distributed and shall post any resulting Profits or Losses to the Capital Accounts.

ARTICLE IV

ALLOCATIONS OF PROFITS AND LOSSES

SECTION 4.1.               Profits and Losses. Except as provided in the Regulatory Allocations Exhibit, Profits and Losses shall be allocated to the Partners as follows:

(a)           Losses shall be allocated:

(i)First, to the Partners in proportion to the number of Units held by them until the Limited Partner has an Adjusted Capital Account balance of zero, and

(ii)           Next, to the General Partner.

(b)           Profits shall be allocated:

(i)First, to the General Partner until the cumulative allocations of Profit pursuant to this Section 4.1(b)(i) equal the cumulative allocations of Losses to the General Partner pursuant to Section 4.1 (a) (ii) above, and

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(ii)           Next, to the Partners in proportion to the number of Units held by them.

SECTION 4.2.               Code Section 704(c) Tax Allocations. When a variation exists between the adjusted basis of property contributed to the capital of the Partnership for federal income tax purposes and the initial Agreed Value of such property, or when an adjustment to the Agreed Value of any Partnership asset results in a variation between the adjusted basis of such asset for federal income tax purposes and its Agreed Value, the Partnership shall, solely for tax purposes, allocate the income, gain, loss and deduction with respect to such property among the Partners pursuant to any method allowable under Code § 704(c) and the Treasury Regulations promulgated thereunder.

The General Partner shall make all elections or other decisions relating to allocations under Code § 704(c) and the related Treasury Regulations. Allocations pursuant to this Section occur solely for federal, state, and local tax purposes and shall not affect any Partner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

SECTION 4.3.               Miscellaneous.

(a)           Allocations Attributable to Particular Periods. The Partnership shall calculate Profits, Losses or any other items allocable to any period on a daily, monthly or other permissible method under Code § 706 and the related Treasury Regulations.

(b)           Other Items. Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, credit and any other allocations not otherwise provided for shall be divided among the Partners in the same proportion as they share Profits or Losses, as the case may be, for the year.

(c)           Tax Consequences; Consistent Reporting. The Partners understand the income tax consequences of the allocations made by this Article and by the Regulatory Allocations Exhibit and hereby agree to report for income tax purposes their share of Partnership income and loss in accordance with those allocations as reflected on the information returns of the Partnership.

ARTICLE V

MANAGEMENT

SECTION 5.1.               Management by the General Partner. Subject to the terms and conditions of this Agreement and except as provided in Section 5.2 below, the General Partner, acting by and through its appropriate officers and directors, shall have complete authority over and the exclusive control and management of the business and affairs of the Partnership. The Limited Partners shall not participate in the control of the Partnership within the meaning of the act and shall have no right or authority to act for or bind the Partnership in any manner

5

whatsoever except as otherwise expressly provided in the Act, the rights and powers to the Limited Partners shall not extend beyond those set forth in this Agreement and any attempt to participate in the control of the Partnership in a manner contrary to the rights and powers granted herein or in the Act shall be null and void and without force and effect. The exercise by a Limited Partner of any of the rights granted to it hereunder shall not be deemed participating in the control of the business of the Partnership and shall not constitute a violation hereof.

The Partnership shall have one (1) General Partner. The initial General Partner is Family Dollar Holdings, Inc. A Person shall cease to be a General Partner upon (i) its withdrawal as a General Partner, (ii) assignment of its entire Interest pursuant to Article VII, or (iii) the occurrence of any of the events of cessation set forth in the Act. Upon the cessation of any Person as a General Partner, such Person or its transferee shall have the right to receive the distributions and allocations with respect to its Interest, but in all other respects shall be treated as a Limited Partner. Without the approval of a majority in Interest of the Limited Partners (excluding Limited Partner Interests held by the General Partner), a General Partner shall not withdraw from the Partnership, or voluntarily cause an event to occur that would result in the General Partner’s cessation as a General Partner pursuant to the Act. No assignee of a General Partner’s Interest shall become a General Partner, but rather shall be treated as an assignee of a Limited Partner’s Interest unless admitted to the Partnership as a Limited Partner in accordance with Section 7.3 (b).

The General Partner shall be entitled to receive such compensation from the Partnership in exchange for the performance of its duties under this Agreement or under the Act as may be mutually agreed to by the General Partner on one hand and the Limited Partners on the other hand. The General Partner shall be entitled to be reimbursed for its actual, out-of-pocket expenditures reasonably incurred in connection with its service as General Partner. It is not anticipated that the performance of the duties of the General Partner under this Agreement and the Act will require the full-time services of the General Partner or its personnel. The General Partner may delegate its duties under this Agreement to such officers, employees and agents, and with such titles and pursuant to such compensation, as it shall determine.

In the event any person ceases to be a General Partner, and as a consequence thereof the Partnership has no General Partner, the Limited Partners may within ninety (90) days thereafter elect any person to serve as General Partner, upon such terms as may be agreed. The election of a General Partner shall require the affirmative vote of a majority in Interest of the Limited Partners and shall be effective as of the date the former General Partner ceased to be General Partner of the Partnership. Such elected General Partner shall have the right and power to continue the Partnership and its business without dissolution.

SECTION 5.2.               Restrictions on Authority. Without the unanimous consent of the Partners, no Partner or officer of the Partnership shall have authority to do, or to cause the Partnership to do, any of the following:

(i)            any act in contravention of this Agreement;

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(ii)amend this Agreement, except as expressly provided otherwise herein;

(iii)possess any property or assign, transfer or pledge the rights of the Partnership in specific property other than for the benefit of the Partnership;

(iv)employ, or permit to be employed, the funds or assets of the Partnership in any manner except for the benefit of the Partnership;

(v)admit any Person as a Partner of the Partnership; or

(vi)cause the Partnership to issue any Interest in the Partnership to any Person other than the initial issuance of Units pursuant to Article II above.

SECTION 5.3.               Limitation of Liability; Indemnification.

(a)           Limitation of Liability. Notwithstanding any provision to the contrary contained in this Agreement, no Partner or officer of the Partnership shall have any liability in damages or otherwise to the Partnership or to any Partner for any loss, damage, cost, liability or expense incurred by reason of or caused by any act or omission by such Person, whether alleged to be based upon errors in judgment, negligence, gross negligence or breach of duty, except for (i) when the Person knew at the time of the act or omission that such act or omission was clearly in conflict with the interests of the Partnership, (ii) any acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or (iii) a willful breach of this Agreement. Without limiting the foregoing, no liability exists in any such Person for any action or omission taken or suffered by any other Partner or officer, or any mistake, misconduct, negligence, dishonesty or bad faith on the part of any employee or other agent of the Partnership appointed by such Person in good faith.

(b)           Indemnification. The Partnership hereby agrees to indemnify each Indemnitee (defined below) and to hold it wholly harmless to the greatest extent permissible by the Act, as amended, for any judgments, settlements, penalties, fines, expenses and attorneys’ fees incurred at any time by reason of or arising out of any action, or refraining from taking any action, on behalf of the Partnership or in furtherance of the interest of the Partnership. The indemnification requirements set forth in this Subsection (b) shall be satisfied out of Partnership assets only; no Partner shall have any obligation to make additional Capital Contributions to the Partnership to enable it to satisfy its indemnification obligations. The Partnership may advance to the Indemnitee any expenses, costs, or liabilities, including attorney fees of any Indemnitee that may be subject to the right of indemnification hereunder as those expenses, costs, or liabilities are incurred and prior to the final disposition of the underlying claim upon receipt of a written, signed agreement by the Indemnitee to repay such advances to the extent that it shall be determined ultimately that the Indemnitee is not entitled to be indemnified hereunder. The determination of whether to make such an advance shall be made by the vote of a majority in Interest of the Partners other than the Partner seeking the advance. The Partnership’s obligations set forth in this Subsection (b) shall survive the termination of the Indemnitee’s status as an Indemnitee and/or the dissolution of the Partnership. The term “Indemnitee” for purposes of

7

this Subsection (b) means any Partner and any officer or director of any Partner and any officer of the Partnership. Additionally, the Partnership may from time to time on an individual basis, and in the sole discretion of the General Partner, extend the foregoing rights to indemnification to employees or agents of any Partner or the Partnership.

SECTION 5.4.               Other Business of Partners. Any Partner may engage independently or with others in other business ventures, or make or manage other investments, without the necessity of informing the Partnership or the other Partners. Neither the Partnership nor any Partner shall have any rights in or to such other ventures or activities or to the income or proceeds derived therefrom. The pursuit of such ventures, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper.

ARTICLE VI

PARTNER MEETINGS

SECTION 6.1.               Meetings.

(a)           Place of Meeting. All meetings of Partners shall be held at the principal office of the Partnership, or at such other place, either within or without the State of Kentucky, as shall be determined by the General Partner.

(b)           Notice of Meetings. Meetings of the Partners may be called at any time and from time to time by any Partner by giving written notice to each Partner stating the date, time and place of the meeting. The notice shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Attendance by a Partner at, or his participation in, a meeting shall constitute a waiver of notice of such meeting, unless the Partner at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. When a meeting is adjourned, it is not necessary to give any notice of the adjourned meeting other than by announcement of the date, time and place of the adjourned meeting at the meeting at which the adjournment is taken.

(c)           Presumption of Assent. A Partner who is present at a meeting at which action on any Partnership matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting or unless his contrary vote is recorded or his dissent or abstention is otherwise entered in the minutes of the meeting or unless he shall file his written dissent or abstention with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered mail to the Partnership and the other Partners immediately after the adjournment of the meeting. Such right to dissent or abstention shall not apply to a Partner who voted in favor of such action.

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(d)           Voting of Units. Each outstanding Unit shall be entitled to one vote on any matter. Voting on all matters shall be by voice vote or by a show of hands, unless the holders of one-tenth of the Units represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter. Except as expressly provided otherwise in this Agreement, any matter that requires the vote, consent, ratification, or approval of the Partners shall require the affirmative vote, consent, ratification or approval of the General Partner and a majority in Interest of the Limited Partners. On all matters in which the Partner is entitled to participate, including without limitation waiving notice of any meeting, voting or participating at a meeting or communicating to the Partnership, any Partner that is not a natural person shall act by and through its appropriate officers, general partners, General Partner, trustees or other management authority.

SECTION 6.2.               Informal Action by the Partners. Any action which may be taken at a meeting of the Partners may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Partners.

ARTICLE VII

TRANSFER OF INTERESTS

SECTION 7.1.               Pledges. No Partner shall pledge, encumber or otherwise grant a security interest in all or any part of its Interest, whether voluntarily or involuntarily, by operation of law or otherwise, except in connection with an indebtedness of the Partnership in which the lender requires the security interest in order to lend to the Partnership. Any attempt by a Partner to pledge, encumber or otherwise grant a security interest in all or any part of their Interest other than as described above shall be null and void and shall be a breach of this Agreement.

SECTION 7.2.               Limited Exception For Transfers. For purposes of Article VII, the term “Transfer” shall mean any attempt to sell, assign or otherwise dispose of all or any portion of the Interest, but shall not include any attempted pledge, encumbrance or other grant of a security interest in all or any part of the Interest. Transfer shall also include a distribution of assets to its owners or beneficiaries by an entity such as a corporation, partnership, limited partnership or trust. See also Section 8.2. A Partner (the “Transferor”) may Transfer all or part of its Interest, but only upon satisfaction or written waiver of the conditions set forth below signed by all the other Partners. Any attempted Transfer by a Transferor in violation of this Section 7.2 shall be null and void, shall be a breach of this Agreement and shall not be recognized by the Partnership for any purpose. Following are the conditions precedent to Transfers:

(a)           Pledge. The purpose of the Transfer is not to facilitate a pledge, encumbrance or other grant of a security interest of the Transferor’s Interest.

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(b)           Prior Notice. The Transferor provides written notice to all other Partners specifying the details of the Transfer, including the name of the proposed transferee, the date of the proposed Transfer, the portion of the Transferor’s Interest to be transferred, and a complete description of the consideration to be received. The Transferor must provide such notice at least forty-five (45) days prior to any proposed Transfer.

(c)           No Tax Termination. The Transfer, either alone or when combined with other transfers, will not result in a termination of the Partnership within the meaning of Code § 708(b). A majority in Interest of the Partners other than the Transferor may waive this condition.

(d)           Assignment Documents. The Transferor and transferee execute and deliver to the Partnership the instruments of transfer and assignment satisfactory in substance and form to a majority in Interest of the other Partners. The transferee must agree in writing to be bound by the terms and conditions of this Agreement and to assume all of the obligations of the Transferor under this Agreement with respect to the Interest assigned.

(e)           Securities Law Compliance. If so requested by a majority in Interest of the other Partners, the Transferor obtains at its expense an opinion of counsel reasonably satisfactory to a majority in Interest of the other Partners (both as to the identity of counsel and the form and content of the opinion) that such Transfer is exempt from the registration or notice requirements of the applicable state and federal securities laws and the transferee makes such securities related representations and warranties in connection with the Transfer as a majority in Interest of the other Partners may reasonably deem necessary.

(f)            Tax-Exempt Transferee. The Transfer will not cause the application of the so-called tax-exempt leasing rules in Code § 168(h), or similar rules, to the Partnership, the Partnership’s property or the Partners.

(g)           Reimbursement. The Transferor must reimburse to the Partnership in an amount sufficient to cover all reasonable expenses of the Partnership in connection with such Transfer.

SECTION 7.3.               Assignees.

(a)           Rights of Assignees. If a Transfer complies with the provisions of Section 7.2, then the Person acquiring the Interest becomes an assignee with respect to such Interest unless and until the Person is admitted as a Limited Partner in the Partnership pursuant to Subsection (b) below.

An assignee with respect to an Interest is entitled only to receive distributions and allocations with respect to the Interest transferred and such other rights or benefits that are expressly granted to assignees pursuant to this Agreement or the Act, but shall have no other rights, benefits or authority of a Partner under this Agreement or the Act, including without limitation no right to receive notices to the Partners, no right to bring derivative actions on behalf of the Partnership, and no other rights of a Partner under the Act or this Agreement. Provided, however, that the Interest of an assignee shall be subject to all of the restrictions, obligations and

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limitations under this Agreement and the Act, including without limitation the restrictions on Transfer of Interests contained in this Article.

A Partner who Transfers a portion of the Partner’s Capital Account and rights to distributions and allocations with respect to the Partner’s Interest shall retain no rights, benefit or authority of a Partner with respect to the portion of the Interest Transferred, including without limitation no right to vote or participate in the management of business of the Partnership with respect to the portion of the Interest Transferred. Those rights shall be extinguished unless and until the transferee is admitted as a Limited Partner as provided in Subsection (b) below.

(b)           Admission of Assignees as Partners. Except as otherwise provided in this Agreement, an assignee of an Interest in the Partnership becomes a Limited Partner of the Partnership only upon the written consent of a majority in Interest of the Partners other than the Transferor and transferee and when the following conditions are satisfied:

(i)The assignee executes and delivers in writing a statement of acceptance and adoption of the provisions of this Agreement; and

(ii)The assignee executes, acknowledges and delivers to the Partnership such other instruments as a majority in Interest of the other Partners may reasonably deem necessary or advisable to effect the admission of such assignee as a Partner.

Each Partner may give or withhold the consent to admission as a Partner in its sole, absolute and arbitrary discretion. A Partner that is not a natural person shall exercise such consent through its board of directors or other appropriate management authority.

Notwithstanding the foregoing, if the assignee was already a Partner in the Partnership immediately prior to the transfer, the transferee shall automatically be admitted as a Partner with respect to the Interest assigned to it.

SECTION 7.4.               Distributions and Allocations With Respect to Transferred Interests. If any Interest is Transferred during any Fiscal Year in compliance with the provisions of this Article, then (i) Profits, Losses and all other items attributable to the Interest for such period shall be divided and allocated between the Transferor and the transferee by taking into account their varying interests during the period in accordance with Code § 706(d), using any conventions permitted by the Code and selected by the General Partner; (ii) all distributions on or before the date of such transfer shall be made to the Transferor, and all distributions thereafter shall be made to the transferee; and (iii) the transferee shall succeed to and assume all the rights and obligations of the Transferor to the extent related to the transferred Interest.

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ARTICLE VIII

CESSATION OF PARTNERSHIP

SECTION 8.1.               Withdrawal; Cessation of Partnership.

(a)           Withdrawal. No Partner may withdraw voluntarily from the Partnership. An attempted withdrawal shall be null and void, and, notwithstanding any provision in the Act, the Partnership shall not be required to make any payment or distribution in connection with the attempted withdrawal.

(b)           Cessation of Partnership. A Partner shall cease to be a Partner only upon the Transfer of a Partner’s entire Interest. The terms and conditions of this Agreement shall survive a Person’s cessation as a Partner of the Partnership.

SECTION 8.2.               Dissolved Partners. If a Partner who is a Person other than an individual is dissolved or liquidated, the legal representative or successor of such Person may exercise the rights of the Partner pending liquidation and winding up. The transfer of an Interest to the legal representative of a dissolved Partner shall not constitute a Transfer pursuant to Article VII, but the transfer from the legal representative to the beneficiaries of a dissolved Partner shall constitute a Transfer pursuant to Article VII and thus shall comply with the requirements contained in such Article.

ARTICLE IX

DISSOLUTION, WINDING UP AND LIQUIDATING DISTRIBUTIONS

SECTION 9.1.               Dissolution Triggers. The Partnership shall dissolve only upon the first to occur of any of the following events:

(a)           The vote of the General Partner and a majority in interest of the Limited Partners.

(b)           The entry of a decree of judicial dissolution or the administrative dissolution of the Partnership as provided in the Act (unless remedied).

(c)           The failure to elect a new General Partner pursuant to Section 5.1 withing ninety (90) days after the sole remaining General Partner has ceased to be a General Partner.

None of the other events set forth in the Act shall cause the dissolution of the Partnership.

SECTION 9.2.               Winding Up. Upon a dissolution of the Partnership, the Partners not in breach of or in default under this Agreement, or, if there are no such Partners, a court appointed liquidating trustee, shall take full account of the Partnership’s assets and liabilities and wind up the affairs of the Partnership. The Persons charged with winding up the Partnership

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shall settle the Partnership’s business, and dispose of and convey the Partnership’s noncash assets as promptly as reasonably possible following dissolution as is consistent with obtaining the fair market value for the Partnership’s assets.

SECTION 9.3.             Liquidating Distributions. If any General Partner’s capital account has a deficit balance (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which the liquidation of the Partnership occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Treasury Regulations §1.704-1(b)(2)(ii)(b)(3).

Distribution of the Partnership’s cash and the proceeds from the disposition of the Partnership’s noncash assets shall occur in the following order:

(a)           To the Partnership’s creditors, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Partnership;

(b)           To the Partners who are creditors whose claims are not satisfied by distributions pursuant to the preceding subsection;

(c)           To the Partners in accordance with their credit (i.e., positive) Capital Account balances.

The Partners of the Partnership or the Partnership may establish a trust to receive the distributions made pursuant to Subsection (c) for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying liabilities or obligations of the Partnership. Distributions from the trust to the Partners shall occur from time to time, in the reasonable discretion of the trustee of the liquidating trust, in the same proportions as would otherwise have been distributed to the Partners pursuant to this Agreement.

ARTICLE X

BOOKS AND RECORDS

SECTION 10.1.           Books and Records. The General Partner shall cause the Partnership to keep adequate books and records at its principal place of business, which shall set forth an accurate account of all transactions of the Partnership. Any Partner or its designated representative shall have the right to access during normal business hours, inspect and copy at its expense the contents of such books and records, provided the Partner sends written notice to the custodian of the records at least five (5) business days prior to the date of inspection specifying the records or information desired and the purpose for the inspection.

SECTION 10.2.           Taxable Year; Accounting Methods; Annual Financial Statements. The Partnership shall use the Fiscal Year as its taxable year. Unless the General

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Partner determines otherwise, the Partnership shall report its income for income tax purposes using generally accepted accounting principles. Within a reasonable period after the end of each Fiscal Year, the Partnership shall prepare annual financial statements containing a balance sheet as of the end of such Fiscal Year and an income statement for the Fiscal Year then ended. The financial statements shall include supplementary statements prepared pursuant to the Capital Account accounting methods prescribed by this Agreement and Treasury Regulations §1.704-1(b).

SECTION 10.3.           Tax Information. Within a reasonable period after the end of each Fiscal Year, the Partnership shall prepare the tax information necessary to enable each Partner to prepare its federal and state income tax returns.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1.           Notices. Any Person required or permitted by any provision of this Agreement to give any notice, payment, demand or communication shall personally deliver such, in writing, to the Person or to an officer of the Person to whom the same is directed, or send by regular, registered, or certified United States mail, or by facsimile transmission or by private mail or courier service, addressed as follows: if to the Partnership, to the address of the General Partner, or to such other address as the Partnership may specify from time to time by notice to the Partners; if to a Partner, to the address set forth below, or to such other address as such Person may specify from time to time by notice to the Partnership and to the other Partners.

Via Private Mail or Courier
Service or Facsimile	Via United States Mail
Family Dollar, Inc.	Family Dollar, Inc.
10401 Old Monroe Road	P.O. Box 1017
Matthews, North Carolina 28105	Charlotte, North Carolina 28201
ATTN: General Counsel	ATTN: General Counsel
FAX: 704-841-1401
Family Dollar Holdings, Inc.	Family Dollar Holdings, Inc.
10401 Old Monroe Road	P.O. Box 1017
Matthews, North Carolina 28105	Charlotte, North Carolina 28201
ATTN: General Counsel	ATTN: General Counsel
FAX: 704-841-1401

Any such notice shall be deemed to be delivered, given and received for all purposes (i) as of the date of actual receipt if delivered personally or if sent by regular mail, facsimile transmission or by private mail or courier service, or (ii) two (2) business days after the date on which the same was sent by registered or certified United States mail, postage and charges prepaid, return receipt requested, addressed as provided above.

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SECTION 11.2.           Binding Effect. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, legatees, legal representatives, successors, transferees and assigns. None of the provisions of this Agreement are intended to create any enforceable rights or benefit in any creditor of the Partnership or any Partner.

SECTION 11.3.           Construction. Any court or arbitrator shall construe every covenant, term and provision of this Agreement in accordance with its simple and fair meaning and not strictly for or against any Partner. No court or arbitrator shall interpret any provision of this Agreement as a penalty upon, or a forfeiture by, any party to this Agreement. The parties acknowledge that each party to this Agreement shared equally in the drafting and construction of this Agreement and, accordingly, no court or arbitrator construing this Agreement shall construe it more strictly against one party hereto than the other.

SECTION 11.4.           Entire Agreement; Amendments. This Agreement and the Certificate constitute the entire agreement among the parties with respect to the affairs of the Partnership and the conduct of its business, and supersede all prior agreements and understandings, whether oral or written. This Agreement and the Certificate may be amended only by a written amendment that receives the vote of all the Partners; provided, however, that the Agreement may be amended from time to time without the necessity of obtaining the vote of the Partners, to reflect the admission of Partners and the transfers of Interests, to reflect address changes, to correct typographical or clerical errors, or to bring this Agreement into compliance with federal or state tax laws or regulations, in which case a copy of such amendment shall promptly be sent to each Partner.

SECTION 11.5.           Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 11.6.           Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

SECTION 11.7.           Additional Documents. Each Partner, upon the request of the Partnership, agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

SECTION 11.8.           Variation of Pronouns. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

SECTION 11.9.           Governing Law; Dispute Resolution. The laws of the State of Kentucky, exclusive of its conflicts of laws provisions, shall govern the validity of this Agreement, the construction and interpretation of its terms, and organization and internal affairs

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of the Partnership and the limited liability of the Limited Partners. All unresolved disputes arising out of or in any way related to the Partnership or this Agreement shall be adjudicated in the courts of the State of North Carolina sitting in Mecklenburg County, and by executing this Agreement each Partner irrevocably consents to the exclusive personal jurisdiction of said courts for such purposes.

SECTION 11.10.        Waiver of Action for Partition. Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the assets of the Partnership.

SECTION 11.11.        Counterpart Execution; Facsimile Execution. This Agreement may be executed in any number of counterparts with the same effect as if all of the parties had signed the same document. Such executions may be transmitted to the Partnership and/or the other parties by facsimile and such facsimile execution shall have the full force and effect of an original signature. All fully executed counterparts, whether original executions or facsimile executions or a combination, shall be construed together and shall constitute one and the same agreement.

SECTION 11.12.        Tax Matters Partner. The General Partner shall serve as the “tax matters partner” under the Code and in any similar capacity under state or local law. In addition, the Tax Matters Partner shall have the power and authority (i) to extend the statute of limitations for assessment of tax deficiencies against Partners with respect to adjustments to the Partnership’s federal, state, or local tax returns; and (ii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners, and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of the Partnership or the Partners; provided, however, that the Tax Matters Partner shall keep the other Partners reasonably informed as to the status of any tax investigations, audits, lawsuits or other judicial or administrative tax proceedings and shall promptly copy all other Partners on any correspondence to or from the Internal Revenue Service or state, local or foreign taxing authority relating to such proceedings.

SECTION 11.13.        Time of the Essence. Time is of the essence with respect to each and every term and provision of this Agreement.

SECTION 11.14.        Exhibits Incorporated by Reference. Each of the Exhibits referenced in the Table of Contents or otherwise referred to in this Agreement are hereby incorporated into this Agreement by this reference.

IN WITNESS WHEREOF, the Partners have executed this Agreement to be effective as of the Effective Date.

[EXECUTIONS APPEAR ON FOLLOWING PAGE(S)]

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EXECUTION PAGE

TO THE

PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF KENTUCKY, LTD.,

a Kentucky limited partnership

FAMILY DOLLAR, INC., a
North Carolina corporation
By:	/s/ George R. Mahoney Jr.
Title:	Executive Vice President
FAMILY DOLLAR HOLDINGS, INC., a
North Carolina corporation
By:	/s/ C. Martin Sowers
Title:	Senior Vice President

EXHIBIT A

TO THE

PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF KENTUCKY, LTD.,

a Kentucky limited partnership

GLOSSARY OF TERMS

Many of the capitalized words and phrases used in this Agreement are defined below. Some defined terms used in this Agreement are applicable to only a particular Section of this Agreement or an Exhibit and are not listed below, but are defined in the Section or Exhibit in which they are used.

“Act” shall mean the Kentucky Revised Uniform Limited Partnership Act, as in effect in Kentucky and set forth at Ky. Rev. Stat, §§362.401 et seq. (or any corresponding provisions of succeeding law).

“Adjusted Capital Account” means, with respect to any Partner, such Partner’s Capital Account (as defined below) as of the end of the relevant Fiscal Year increased by any amounts which such Partner is obligated to restore, or is deemed to be obligated to restore pursuant to the next to last sentences of Treasury Regulations § 1.704-2(g)(1) (share of minimum gain) and 1.704-2(i)(5) (share of partner nonrecourse debt minimum gain) and decreased by the items described in Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Agreed Value” shall mean with respect to any noncash asset of the Partnership an amount determined and adjusted in accordance with the following provisions:

(a)           The initial Agreed Value of any noncash asset contributed to the capital of the Partnership by any Partner shall be its gross fair market value, as agreed to by the contributing Partner and the Partnership.

(b)           The initial Agreed Value of any noncash asset acquired by the Partnership other than by contribution by a Partner shall be its adjusted basis for federal income tax purposes.

(c)           The initial Agreed Values of all the Partnership’s noncash assets, regardless of how those assets were acquired, shall be reduced by depreciation or amortization, as the case may be, determined in accordance with the rules set forth in Treasury Regulations § 1.704-1(b)(2)(iv)(f) and (g).

(d)           The Agreed Values, as reduced by depreciation or amortization, of all noncash assets of the Partnership, regardless of how those assets were acquired, shall be adjusted from time to time to equal their gross fair market values, as determined by the General Partner, as of the following times:

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(i)the acquisition of an Interest or an additional Interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution;

(ii)the distribution by the Partnership of more than a de minimis amount of money or other property as consideration for all or part of an Interest in the Partnership; and

(iii)the termination of the Partnership for federal income tax purposes pursuant to Code § 708(b)(1)(B).

“Agreement” shall mean this Partnership Agreement as amended from time to time.

“Capital Account” shall mean with respect to each Partner an account maintained and adjusted in accordance with the following provisions:

(a)           Each Partner’s Capital Account shall be increased by such Partner’s Capital Contributions, such Partner’s distributive share of Profits, any items in the nature of income or gain that are allocated pursuant to the Regulatory Allocations and the amount of any Partnership liabilities that are assumed by such Partner or that are secured by Partnership property distributed to such Partner.

(b)           Each Partner’s Capital Account shall be decreased by the amount of cash and the Agreed Value of any Partnership property distributed to such Partner pursuant to any provision of this Agreement (other than repayments of loans to the Partnership), such Partner’s distributive share of Losses, any items in the nature of loss or deduction that are allocated pursuant to the Regulatory Allocations, and the amount of any liabilities of such Partner that are assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership.

In the event any Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.

In the event the Agreed Values of the Partnership assets are adjusted pursuant to the definition of Agreed Value contained in this Agreement, the Capital Accounts of all Partners shall be adjusted simultaneously to reflect the aggregate adjustments as if the Partnership recognized gain or loss equal to the amount of such aggregate adjustment.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such regulations.

“Capital Contribution” shall mean with respect to any Partner, the amount of money and the initial Agreed Value of any property (other than money) contributed to the Partnership with respect to the Interest of such Partner.

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“Certificate” shall mean the certificate of limited partnership required to be filed by the Partnership pursuant to the Act together with any amendments thereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor federal revenue law.

“Effective Date” shall mean December 1, 1997.

“Fiscal Year” shall mean, with respect to the first year of the Partnership, the period beginning upon the formation of the Partnership and ending on August 31, 1998, with respect to subsequent years of the Partnership, the period beginning upon September 1 and ending on the next August 31, and, with respect to the last year of the Partnership, the portion of the calendar year ending with the date of the final liquidating distributions.

“General Partner” shall refer to Family Dollar Holdings, Inc. and to any other Persons who are admitted to the Partnership as General Partner under the terms of this Agreement until such Persons have ceased to be General Partners under the terms of this Agreement.

“Harrodsburg Assets” shall mean the Assets (as defined in that certain Bill of Sale and Assignment and Assumption Agreement dated as of December 1, 1997 (the “Bill of Sale”) between Family Dollar, Inc. and the Partnership).

“Harrodsburg Liabilities” shall mean the Liabilities (as defined in the Bill of Sale).

“Interest” shall mean all of the rights of each Partner with respect to the Partnership created under this Agreement or under the Act. With respect to any provision of this Agreement that requires the vote, approval, consent or similar action by a specified group of the Partners, reference to a majority or a specified percentage in Interest of the specified group of the Partners means Partners holding a majority (or specified percentage) of the Units outstanding. For instance, a provision requiring the approval of a majority in Interest of the Limited Partners shall require the vote of Partners holding a majority of the outstanding Units held by Limited Partners.

“Limited Partner” shall refer to Family Dollar, Inc. and to any other Persons who are admitted to the Partnership as Limited Partners under the terms of this Agreement until such Persons have ceased to be Limited Partners under the terms of this Agreement.

“Merging Corporation Assets” shall mean all of the rights, title and interest in, to and under the tangible and intangible assets and properties of every kind, character and description, wherever located, with any and all appurtenances thereto, that will be transferred to Family Dollar, Inc. by operation of law pursuant to the merger of the Merging Corporations into Family Dollar, Inc.

“Merging Corporation Liabilities” shall mean all of the liabilities and obligations of the Merging Corporations immediately prior to the merger of the Merging Corporations into Family Dollar, Inc.

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“Merging Corporations” shall mean the following corporations, each of which is a Kentucky corporation: Family Dollar Stores, Inc.; Family Dollar Stores of Russell Springs, Ky., Inc.; Family Dollar Stores of Beattyville, Ky., Inc.; Family Dollar Stores of Mt. Washington, Ky., Inc.; Family Dollar Stores of Frankfort, Ky., Inc.; Family Dollar Stores of Lawrenceburg, Ky., Inc.; Family Dollar Stores of Cynthiana, Ky., Inc.; Family Dollar Stores of Glasgow, Ky., Inc.; Family Dollar Stores of Stanford, Ky., Inc.; Family Dollar Stores of Manchester, Ky., Inc.; Family Dollar Stores of Stanton, Ky., Inc.; Family Dollar Stores of Inez, Ky., Inc.; Family Dollar Stores of Leitchfield, Ky., Inc.; Family Dollar Stores of Richmond, Ky., Inc.; Family Dollar Stores of Salyersville, Ky., Inc.; Family Dollar Stores of Marion, Ky., Inc.; Family Dollar Stores of Campbellsville, Ky., Inc.; Family Dollar Stores of Russellville, Ky., Inc.; Family Dollar Stores of Louisa, Ky., Inc.; Family Dollar Stores of Greenup, Ky., Inc.; Family Dollar Stores of Irvine, Ky., Inc.; Family Dollar Stores of Vanceburg, Ky., Inc.; Family Dollar Stores of Booneville, Ky., Inc.; and Family Dollar Stores of Cumberland, Ky., Inc.

“Net Cash” shall mean the gross cash proceeds to the Partnership from all sources whatsoever (including without limitation operations, Capital Contributions, sales or dispositions of Partnership property, financings or refinancings of Partnership assets, and reserves from prior periods), less the portion thereof used to pay or establish reserves for Partnership expenses, debt payments, capital improvements, replacements, and contingencies, all as determined by the General Partner. “Net Cash” shall not be reduced by depreciation, amortization, cost recovery deductions or similar allowances. “Net Cash” shall include all principal and interest payments with respect to any note or other obligation received by the Partnership in connection with sales and other dispositions of its property.

“Partners” shall refer collectively to the Persons referenced in Section 2.1 as General Partners or Limited Partners and to any other Persons who are admitted to the Partnership as Partners under the terms of this Agreement until such Persons have ceased to be Partners under the terms of this Agreement. “Partner” means any one of the Partners.

“Partnership” shall mean the limited partnership formed pursuant to the Certificate and this Agreement.

“Person” shall mean any natural person, partnership, trust, estate, association, limited partnership, corporation, custodian, nominee, governmental instrumentality or agency, body politic or any other entity in its own or any representative capacity.

“Profits and Losses” shall mean, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code § 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code § 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)           Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

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(b)           Any expenditures of the Partnership described in Code § 705(a)(2)(B) or treated as Code § 705(a)(2)(B) expenditures pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;

(c)           Gain or loss resulting from dispositions of Partnership assets shall be computed by reference to the Agreed Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Agreed Value.

“Regulatory Allocations” shall mean the allocations of items of Partnership income, gain, loss and deduction set forth on the Regulatory Allocations Exhibit.

“Residual Interest” shall mean the percentage of Units held by a particular Partner or assignee in relation to the total of all Units outstanding.

“Transfer” and “Transferor” shall have the definitions set forth in Section 7.2 of the Agreement.

“Treasury Regulations” shall mean the final and temporary Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Units” are the means by which the Interests in the Partnership are divided among the Partners and the Partnership. The initial number of Units assigned to each Partner is set forth in Section 2.1 of the Agreement. A Partner’s or assignee’s proportionate part of the total outstanding Interests shall equal the total number of Units held by him divided by the total number of Units outstanding.

[THE REMAINDER OF THIS PAGE INTENTIONALLY HAS BEEN LEFT BLANK.]

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EXHIBIT B

TO THE

PARTNERSHIP AGREEMENT

OF

FAMILY DOLLAR STORES OF KENTUCKY, LTD.,

a Kentucky limited partnership

REGULATORY ALLOCATIONS

This Exhibit contains special rules for the allocation of items of Partnership income, gain, loss and deduction that override the basic allocations of Profits and Losses in Sections 4.1 and 4.2 and allocation of other items under Section 4.3(b) of the Agreement to the extent necessary to cause the overall allocations of items of Partnership income, gain, loss and deduction to have substantial economic effect pursuant to Treasury Regulations §§ 1.704-1(b). Subsection (a) below contains special technical definitions.

(a)           Definitions Applicable to Regulatory Allocations. For purposes of the Agreement, the following terms shall have the meanings indicated:

(i)“Partnership Minimum Gain” has the meaning of “partnership minimum gain” set forth in Treasury Regulations § 1.704-2(d), and is generally the aggregate gain the Partnership would realize if it disposed of its property subject to Nonrecourse Liabilities in full satisfaction of each such liability, with such other modifications as provided in Treasury Regulations § 1.704-2(d).

(ii)“Partner Nonrecourse Deductions” shall mean losses, deductions or Code § 705(a)(2)(B) expenditures attributable to Partner Nonrecourse Debt under the general principles applicable to “partner nonrecourse deductions” set forth in Treasury Regulations § 1.704-2(i)(2).

(iii)“Partner Nonrecourse Debt” means any Partnership liability with respect to which one or more but not all of the Partners or related Persons to one or more but not all of the Partners bears the economic risk of loss within the meaning of Treasury Regulations § 1.752-2 as a guarantor, lender or otherwise.

(iv)“Partner Nonrecourse Debt Minimum Gain” shall mean the minimum gain attributable to Partner Nonrecourse Debt as determined pursuant to Treasury Regulations § 1.704-2(i)(3).

(v)“Nonrecourse Deductions” shall mean losses, deductions, or Code § 705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities (see Treasury Regulations § 1.704-2(b)(1)). The amount of Nonrecourse Deductions for a Fiscal Year shall be determined pursuant to Treasury

B-1

Regulations § 1.704-2(c), and shall generally equal the net increase, if any, in the amount of Partnership Minimum Gain for that taxable year, determined generally according to the provisions of Treasury Regulations § 1.704-2(d), reduced (but not below zero) by the aggregate distributions during the year of proceeds of Nonrecourse Liabilities that are allocable to an increase in Partnership Minimum Gain, with such other modifications as provided in Treasury Regulations § 1.704-2(c).

(vi)“Nonrecourse Liability” means any Partnership liability (or portion thereof) for which no Partner bears the economic risk of loss under Treasury Regulations § 1.752-2.

(vii)“Regulatory Allocations” shall mean allocations of Nonrecourse Deductions provided in Paragraph (b) below, allocations of Partner Nonrecourse Deductions provided in Paragraph (c) below, the minimum gain chargeback provided in Paragraph (d) below, the partner nonrecourse debt minimum gain chargeback provided in Paragraph (e) below, the qualified income offset provided in Paragraph (f) below, the gross income allocation provided in Paragraph (g) below, and the curative allocations provided in Paragraph (h) below.

(b)           Nonrecourse Deductions. All Nonrecourse Deductions for any Fiscal Year shall be allocated to the Partners the same manner as Losses generally are allocated pursuant to Section 3.2 of this Agreement.

(c)           Partner Nonrecourse Deductions. All Partner Nonrecourse Deductions for any Fiscal Year shall be allocated to the Partner who bears the economic risk of loss under Treasury Regulations § 1.752-2 with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable.

(d)           Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain for a Fiscal Year, each Partner shall be allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of such net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations § 1.704-2(g)(2) and the definition of Partnership Minimum Gain set forth above. This provision is intended to comply with the minimum gain chargeback requirement in Treasury Regulations § 1.704-2(f) and shall be interpreted consistently therewith.

(e)           Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt for any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt as of the beginning of the Fiscal Year, determined in accordance with Treasury Regulations § 1.704-2(i)(5), shall be allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury

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Regulations §§ 1.704-2(i)(4) and (5) and the definition of Partner Nonrecourse Debt Minimum Gain set forth above. This Paragraph is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

(f)            Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations §§ 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income, and gain for such year) shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit in such Partner’s Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible.

(g)           Gross Income Allocation. In the event any Partner has a deficit in its Adjusted Capital Account at the end of any Fiscal Year, each such Partner shall be allocated items of Partnership gross income and gain, in the amount of such Adjusted Capital Account deficit, as quickly as possible.

(h)           Rules for Applying the Regulatory Allocations. The Regulatory Allocations shall be interpreted and applied in light of the purpose set forth in the first sentence of the Regulatory Allocations. However, to the greatest extent possible consistent with that purpose, the General Partner shall take the Regulatory Allocations into account in allocating other items of income, gain, loss or deduction among the Partners such that the net amounts allocated to each Partner would be the same as his distributive share of Profits and Losses would have been had the Regulatory Allocations not been made. The General Partner shall apply the Regulatory Allocations in whatever order the General Partner reasonably determine will minimize the economic distortion that might otherwise result from the application of the Regulatory Allocations.

(i)            Waiver of Minimum Gain Chargeback Provisions. If the General Partner determines that (i) either of the two minimum gain chargeback provisions contained in this Exhibit would cause a distortion in the economic arrangement among the Partners, (ii) it is not expected that the Partnership will have sufficient other items of income and gain to correct that distortion, and (iii) the Partners have made Capital Contributions or received net income allocations that have restored any previous Nonrecourse Deductions or Partner Nonrecourse Deductions, the General Partner shall have the authority, but not the obligation, to request the Internal Revenue Service to waive the minimum gain chargeback or partner nonrecourse debt minimum gain chargeback requirements pursuant to Treasury Regulations §§ 1.704-2(f)(4) and 1.704-2(i)(4).

(j)            Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code § 734(b) or Code § 743(b) is required, pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

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EX-3.63

EXHIBIT 3.63

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF LOUISIANA, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication of Family Dollar Stores of Louisiana, Inc., the undersigned sets forth the following:

1.             The name of the Corporation is: Family Dollar Stores of Louisiana, Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.     The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.             No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Louisiana, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief Financial Officer

EX-3.64

Exhibit 3.64

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF LOUISIANA, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Louisiana, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholders’ meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholders’ meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholders’ meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders’ meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholders’ meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 5 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 5 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.65

EXHIBIT 3.65

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF MARYLAND, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication of Family Dollar Stores of Maryland, Inc., the undersigned sets forth the following:

1.             The name of the Corporation is: Family Dollar Stores of Maryland, Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.     The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.             No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Maryland, Inc. have been executed as of this 30th day of January, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief
	Financial Officer

EX-3.66

Exhibit 3.66

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF MARYLAND, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Maryland, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.67

EXHIBIT 3.67

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF MASSACHUSETTS, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication of Family Dollar Stores of Massachusetts, Inc., the undersigned sets forth the following:

1.             The name of the Corporation is: Family Dollar Stores of Massachusetts, Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.             The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.             No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Massachusetts, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief Financial Officer

EX-3.68

Exhibit 3.68

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF MASSACHUSETTS, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Massachusetts, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.69

EXHIBIT 3.69

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF MICHIGAN, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication and Conversion of Family Dollar Stores of Michigan, Inc., the undersigned sets forth the following:

1.             The name of the Corporation is: Family Dollar Stores of Michigan, Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.             The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.             No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Michigan, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief Financial Officer

EX-3.70

Exhibit 3.70

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF MICHIGAN, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Michigan, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.71

Exhibit 3.71

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF MISSISSIPPI, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication of Family Dollar Stores of Mississippi, Inc., the undersigned sets forth the following:

1.The name of the Corporation is: Family Dollar Stores of Mississippi, Inc.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Mississippi, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief
	Financial Officer

EX-3.72

Exhibit 3.72

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF MISSISSIPPI, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Mississippi, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.73

Exhibit 3.73

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR STORES OF MISSOURI, LLC

In connection with the conversion of a stock corporation to a limited liability company under §13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Missouri, Inc., the undersigned hereby sets forth the following:

1.The name of the Company is Family Dollar Stores of Missouri, LLC.

2.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

3.The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

IN WITNESS WHEREOF, the undersigned organizer has set forth their signature this 27th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Organizer

EX-3.74

Exhibit 3.74

OPERATING AGREEMENT

OF

FAMILY DOLLAR STORES OF MISSOURI, LLC

This OPERATING AGREEMENT (this “Agreement”) of Family Dollar Stores of Missouri, 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”).

1.Formation of the Company.  The Member has formed a limited liability company under the Virginia Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which were filed with the Virginia State Corporation Commission of the Commonwealth of Virginia on January 27th, 2016 in connection with the conversion of a stock corporation to a limited liability company under § 13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Missouri, Inc. to Family Dollar Stores of Missouri, LLC.

2.Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “Family Dollar Stores of Missouri, LLC” or such other name as the Member may from time to time hereafter designate.

3.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.Principal Place of Business; Registered Agent and Registered Office.

(a)The principal office of the Company shall be 500 Volvo Parkway, Chesapeake, VA, 23320, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the Commonwealth of Virginia as the Member may designate from time to time.

(b)The name of the Company’s registered agent and address of the Company’s registered office in the Commonwealth of Virginia shall be C T Corporation System, 4701 Cox Road, Suite 285, Glen Allen, VA 23060-6802.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.Capital Contributions.  The capital contribution of the Member to the Company, if any, shall be as set forth on Schedule 1.  The Member shall not be obligated to make any capital contributions to the Company but may, in its sole discretion, make capital contributions to the Company from time to time.  Schedule I may be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.Management of the Company.

(a)Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Meagan J. Thomasson, Esq., as an authorized agent, in connection with the filing of the Articles with the Virginia State Corporation Commission of the Commonwealth of Virginia.  This authorization terminated on the filing of the Articles.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each of the persons identified on Exhibit A attached hereto is hereby appointed an officer of the Company holding such office as set forth opposite such person’s name on Exhibit A. Exhibit A may be amended from time to time by the Member to reflect changes in the Company’s officers.

(a)All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)An Authorized Agent or officer shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the Virginia State Corporation Commission of the Commonwealth of Virginia.  An Authorized Agent or

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officer shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.Administrative Matters.

(a)The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)The Member’s Membership Interest shall be uncertificated.

13.Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a Member, officer, Authorized Agent or employee of the Company.

14.Dissolution.

(a)Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)the written consent of the Member to such effect; or

(ii)any event requiring dissolution under the Act.

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(b)Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate of cancellation with the Virginia State Corporation Commission, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member was entitled to vote thereon and was present and voted.

16.Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia.

19.Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

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IN WITNESS WHEREOF, the undersigned Member has duly executed this Operating Agreement of Family Dollar Stores of Missouri, LLC as of the date first set forth above.

FAMILY DOLLAR STORES, INC.
By:	/s/ Jonathan L. Elder
	Name:	Jonathan L. Elder
	Title:	Vice President, Taxes

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$0.00

EXHIBIT A

OFFICERS

Barry W. Sullivan	President
Michael Matacunas	Chief Administrative Officer
Kevin Wampler	Executive Vice President — Chief Financial Officer
Robert L. Rogers	Senior Vice President — Real Estate
William A. Old, Jr.	Senior Vice President — General Counsel and Secretary
Beth Berman	Vice President — Deputy General Counsel and Assistant Secretary
Bradley Hunter	Vice President — Controller
Roger Dean	Vice President — Treasurer
Kathleen Mallas	Vice President
Thomas E. Schoenheit	Vice President — Assistant General Counsel and Assistant Secretary
Jonathan Elder	Vice President — Tax
Deborah Miller	Vice President
Shawnta Totten-Medley	Vice President and Assistant Secretary
Sandra L. Boscia	Assistant Secretary
Linde Carley	Assistant Secretary
Gary Philbin	Chief Operating Officer

EX-3.75

Exhibit 3.75

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF NEVADA, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication of Family Dollar Stores of Nevada, Inc., the undersigned sets forth the following:

1.The name of the Corporation is: Family Dollar Stores of Nevada, Inc.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Nevada, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief
	Financial Officer

EX-3.76

Exhibit 3.76

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF NEVADA, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Nevada, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.77

Exhibit 3.77

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR STORES OF NEW JERSEY, LLC

In connection with the conversion of a stock corporation to a limited liability company under §13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of New Jersey, Inc. into Family Dollar Stores of New Jersey, LLC, the undersigned hereby sets forth the following:

1.The name of the Company is Family Dollar Stores of New Jersey, LLC.

2.The initial registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

IN WITNESS WHEREOF, the undersigned organizer has set forth their signature this 27th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Organizer

EX-3.78

Exhibit 3.78

OPERATING AGREEMENT

OF

FAMILY DOLLAR STORES OF NEW JERSEY, LLC

This OPERATING AGREEMENT (this “Agreement”) of Family Dollar Stores of New Jersey, 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”).

1.Formation of the Company.  The Member has formed a limited liability company under the Virginia Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which were filed with the Virginia State Corporation Commission of the Commonwealth of Virginia on January 27, 2016 in connection with the conversion of a stock corporation to a limited liability company under § 13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of New Jersey, Inc. to Family Dollar Stores of New Jersey, LLC.

2.Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “Family Dollar Stores of New Jersey, LLC” or such other name as the Member may from time to time hereafter designate.

3.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.Principal Place of Business; Registered Agent and Registered Office.

(a)The principal office of the Company shall be 500 Volvo Parkway, Chesapeake, VA, 23320, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the Commonwealth of Virginia as the Member may designate from time to time.

(b)The name of the Company’s registered agent and address of the Company’s registered office in the Commonwealth of Virginia shall be C T Corporation System, 4701 Cox Road, Suite 285, Glen Allen, VA 23060-6802.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.Capital Contributions.  The capital contribution of the Member to the Company, if any, shall be as set forth on Schedule 1.  The Member shall not be obligated to make any capital contributions to the Company but may, in its sole discretion, make capital contributions to the Company from time to time.  Schedule I may be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.Management of the Company.

(a)Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Meagan J. Thomasson, Esq., as an authorized agent, in connection with the filing of the Articles with the Virginia State Corporation Commission of the Commonwealth of Virginia.  This authorization terminated on the filing of the Articles.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each of the persons identified on Exhibit A attached hereto is hereby appointed an officer of the Company holding such office as set forth opposite such person’s name on Exhibit A. Exhibit A may be amended from time to time by the Member to reflect changes in the Company’s officers.

(a)All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)An Authorized Agent or officer shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the Virginia State Corporation Commission of the Commonwealth of Virginia.  An Authorized Agent or

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officer shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.Administrative Matters.

(a)The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)The Member’s Membership Interest shall be uncertificated.

13.Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a Member, officer, Authorized Agent or employee of the Company.

14.Dissolution.

(a)Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)the written consent of the Member to such effect; or

(ii)any event requiring dissolution under the Act.

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(b)Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate of cancellation with the Virginia State Corporation Commission, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member was entitled to vote thereon and was present and voted.

16.Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia.

19.Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

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IN WITNESS WHEREOF, the undersigned Member has duly executed this Operating Agreement of Family Dollar Stores of New Jersey, LLC as of the date first set forth above.

FAMILY DOLLAR STORES, INC.
By:	/s/ Jonathan L. Elder
	Name:	Jonathan L. Elder
	Title:	Vice President, Taxes

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$0.00

EXHIBIT A

OFFICERS

Barry W. Sullivan	President
Michael Matacunas	Chief Administrative Officer
Kevin Wampler	Executive Vice President — Chief Financial Officer
Robert L. Rogers	Senior Vice President — Real Estate
William A. Old, Jr.	Senior Vice President — General Counsel and Secretary
Beth Berman	Vice President — Deputy General Counsel and Assistant Secretary
Bradley Hunter	Vice President — Controller
Roger Dean	Vice President — Treasurer
Kathleen Mallas	Vice President
Thomas E. Schoenheit	Vice President — Assistant General Counsel and Assistant Secretary
Jonathan Elder	Vice President — Tax
Deborah Miller	Vice President
Shawnta Totten-Medley	Vice President and Assistant Secretary
Sandra L. Boscia	Assistant Secretary
Linde Carley	Assistant Secretary
Gary Philbin	Chief Operating Officer

EX-3.79

Exhibit 3.79

ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF NEW MEXICO, INC.

To form a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), the undersigned sets forth the following:

1.The name of the Corporation is: Family Dollar Stores of New Mexico, Inc.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

SIGNED this 20th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Esq., Incorporator

EX-3.80

Exhibit 3.80

BYLAWS

OF

FAMILY DOLLAR STORES OF NEW MEXICO, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of New Mexico, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may

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adjourn the meeting to a future date at which a quorum shall be present or represented.  At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors

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need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

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Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

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Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

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VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

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B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors,

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proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

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ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

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ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees),

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judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in

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accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.81

Exhibit 3.81

ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF NEW YORK, INC.

To form a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), the undersigned sets forth the following:

1.The name of the Corporation is: Family Dollar Stores of New York, Inc.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is CT Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

SIGNED this 20th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Esq., Incorporator

EX-3.82

Exhibit 3.82

BYLAWS

OF

FAMILY DOLLAR STORES OF NEW YORK, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of New York, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may

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adjourn the meeting to a future date at which a quorum shall be present or represented.  At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors

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need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

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Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

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Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

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VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

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B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors,

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proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

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ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

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ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees),

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judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in

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accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.83

Exhibit 3.83

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF NORTH CAROLINA, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication and Conversion of Family Dollar Stores of North Carolina, Inc., the undersigned sets forth the following:

1.The name of the Corporation is: Family Dollar Stores of North Carolina, Inc.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of North Carolina, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief Financial Officer

EX-3.84

Exhibit 3.84

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF NORTH CAROLINA, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of North Carolina, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 5 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 5 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.85

Exhibit 3.85

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF NORTH DAKOTA, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication and Conversion of Family Dollar Stores of North Dakota, Inc., the undersigned sets forth the following:

1.The name of the Corporation is: Family Dollar Stores of North Dakota, Inc.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature Page Follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of North Dakota, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief
	Financial Officer

EX-3.86

Exhibit 3.86

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF NORTH DAKOTA, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of North Dakota, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 5 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 5 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.87

Exhibit 3.87

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF OHIO, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication and Written Declaration of Conversion of Family Dollar Stores of Ohio, Inc., the undersigned sets forth the following:

1.The name of the Corporation is: Family Dollar Stores of Ohio, Inc.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature Page Follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Ohio, Inc. have been executed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief
	Financial Officer

EX-3.88

Exhibit 3.88

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF OHIO, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Ohio, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 5 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 5 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.89

Exhibit 3.89

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR STORES OF OKLAHOMA, LLC

In connection with the conversion of a stock corporation to a limited liability company under §13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion, the undersigned hereby sets forth the following:

1.The name of the Company is Family Dollar Stores of Oklahoma, LLC.

2.The initial registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

IN WITNESS WHEREOF, the undersigned organizer has set forth their signature this 27th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Esq., Organizer

EX-3.90

Exhibit 3.90

OPERATING AGREEMENT

OF

FAMILY DOLLAR STORES OF OKLAHOMA, LLC

This OPERATING AGREEMENT (this “Agreement”) of Family Dollar Stores of Oklahoma, 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”).

1.             Formation of the Company.  The Member has formed a limited liability company under the Virginia Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which were filed with the Virginia State Corporation Commission of the Commonwealth of Virginia on January 27th, 2016 in connection with the conversion of a stock corporation to a limited liability company under § 13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Oklahoma, Inc. to Family Dollar Stores of Oklahoma, LLC.

2.             Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “Family Dollar Stores of Oklahoma, LLC” or such other name as the Member may from time to time hereafter designate.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business; Registered Agent and Registered Office.

(a)           The principal office of the Company shall be 500 Volvo Parkway, Chesapeake, VA, 23320, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the Commonwealth of Virginia as the Member may designate from time to time.

(b)           The name of the Company’s registered agent and address of the Company’s registered office in the Commonwealth of Virginia shall be C T Corporation System, 4701 Cox Road, Suite 285, Glen Allen, VA 23060-6802.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.             Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.             Capital Contributions.  The capital contribution of the Member to the Company, if any, shall be as set forth on Schedule 1.  The Member shall not be obligated to make any capital contributions to the Company but may, in its sole discretion, make capital contributions to the Company from time to time.  Schedule I may be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.             Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.             Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.             Management of the Company.

(a)           Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)           The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.          Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Meagan J. Thomasson, Esq., as an authorized agent, in connection with the filing of the Articles with the Virginia State Corporation Commission of the Commonwealth of Virginia.  This authorization terminated on the filing of the Articles.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each of the persons identified on Exhibit A attached hereto is hereby appointed an officer of the Company holding such office as set forth opposite such person’s name on Exhibit A. Exhibit A may be amended from time to time by the Member to reflect changes in the Company’s officers.

(a)           All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)           An Authorized Agent or officer shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the Virginia State Corporation Commission of the Commonwealth of Virginia.  An Authorized Agent or

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officer shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c)           Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)           Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.          Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.          Administrative Matters.

(a)           The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)           The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)           The Member’s Membership Interest shall be uncertificated.

13.          Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless  the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a  Member, officer, Authorized Agent or employee of the Company.

14.          Dissolution.

(a)           Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)            the written consent of the Member to such effect; or

(ii)           any event requiring dissolution under the Act.

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(b)           Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate of cancellation with the Virginia State Corporation Commission, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.          Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member  was entitled to vote thereon and was present and voted.

16.          Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.          Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.          Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia.

19.          Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.          No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

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IN WITNESS WHEREOF, the undersigned Member has duly executed this Operating Agreement of Family Dollar Stores of Oklahoma, LLC as of the date first set forth above.

FAMILY DOLLAR STORES, INC.
By:	/s/ Jonathan L. Elder
	Name:	Jonathan L. Elder
	Title:	Vice President, Taxes

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$0.00

EXHIBIT A

OFFICERS

Barry W. Sullivan	President
Michael Matacunas	Chief Administrative Officer
Kevin Wampler	Executive Vice President — Chief Financial Officer
Robert L. Rogers	Senior Vice President — Real Estate
William A. Old, Jr.	Senior Vice President — General Counsel and Secretary
Beth Berman	Vice President — Deputy General Counsel and Assistant Secretary
Bradley Hunter	Vice President — Controller
Roger Dean	Vice President — Treasurer
Kathleen Mallas	Vice President
Thomas E. Schoenheit	Vice President — Assistant General Counsel and Assistant Secretary
Jonathan Elder	Vice President — Tax
Deborah Miller	Vice President
Shawnta Totten-Medley	Vice President and Assistant Secretary
Sandra L. Boscia	Assistant Secretary
Linde Carley	Assistant Secretary
Gary Philbin	Chief Operating Officer

EX-3.91

Exhibit 3.91

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR STORES OF PENNSYLVANIA, LLC

In connection with the conversion of a stock corporation to a limited liability company under §13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Pennsylvania, Inc., the undersigned hereby sets forth the following:

1.The name of the Company is Family Dollar Stores of Pennsylvania, LLC.

2.The initial registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

IN WITNESS WHEREOF, the undersigned organizer has set forth their signature this 27th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Organizer

EX-3.92

Exhibit 3.92

OPERATING AGREEMENT

OF

FAMILY DOLLAR STORES OF PENNSYLVANIA, LLC

This OPERATING AGREEMENT (this “Agreement”) of Family Dollar Stores of Pennsylvania, 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”).

1.             Formation of the Company.  The Member has formed a limited liability company under the Virginia Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which were filed with the Virginia State Corporation Commission of the Commonwealth of Virginia on January 27th, 2016 in connection with the conversion of a stock corporation to a limited liability company under § 13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of Pennsylvania, Inc. to Family Dollar Stores of Pennsylvania, LLC.

2.             Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “Family Dollar Stores of Pennsylvania, LLC” or such other name as the Member may from time to time hereafter designate.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business; Registered Agent and Registered Office.

(a)           The principal office of the Company shall be 500 Volvo Parkway, Chesapeake, VA, 23320, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the Commonwealth of Virginia as the Member may designate from time to time.

(b)           The name of the Company’s registered agent and address of the Company’s registered office in the Commonwealth of Virginia shall be C T Corporation System, 4701 Cox Road, Suite 285, Glen Allen, VA 23060-6802.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.             Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.             Capital Contributions.  The capital contribution of the Member to the Company, if any, shall be as set forth on Schedule 1.  The Member shall not be obligated to make any capital contributions to the Company but may, in its sole discretion, make capital contributions to the Company from time to time.  Schedule I may be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.             Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.             Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.             Management of the Company.

(a)           Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)           The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.          Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Meagan J. Thomasson, Esq., as an authorized agent, in connection with the filing of the Articles with the Virginia State Corporation Commission of the Commonwealth of Virginia.  This authorization terminated on the filing of the Articles.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each of the persons identified on Exhibit A attached hereto is hereby appointed an officer of the Company holding such office as set forth opposite such person’s name on Exhibit A. Exhibit A may be amended from time to time by the Member to reflect changes in the Company’s officers.

(a)           All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)           An Authorized Agent or officer shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the Virginia State Corporation Commission of the Commonwealth of Virginia.  An Authorized Agent or

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officer shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c)           Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)           Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.          Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.          Administrative Matters.

(a)           The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)           The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)           The Member’s Membership Interest shall be uncertificated.

13.          Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless  the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a  Member, officer, Authorized Agent or employee of the Company.

14.          Dissolution.

(a)           Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)            the written consent of the Member to such effect; or

(ii)           any event requiring dissolution under the Act.

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(b)           Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate of cancellation with the Virginia State Corporation Commission, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.          Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member  was entitled to vote thereon and was present and voted.

16.          Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.          Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.          Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia.

19.          Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.          No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

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IN WITNESS WHEREOF, the undersigned Member has duly executed this Operating Agreement of Family Dollar Stores of Pennsylvania, LLC as of the date first set forth above.

FAMILY DOLLAR STORES, INC.
By:	/s/ Jonathan L. Elder
	Name:	Jonathan L. Elder
	Title:	Vice President, Taxes

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$0.00

EXHIBIT A

OFFICERS

Barry W. Sullivan	President
Michael Matacunas	Chief Administrative Officer
Kevin Wampler	Executive Vice President — Chief Financial Officer
Robert L. Rogers	Senior Vice President — Real Estate
William A. Old, Jr.	Senior Vice President — General Counsel and Secretary
Beth Berman	Vice President — Deputy General Counsel and Assistant Secretary
Bradley Hunter	Vice President — Controller
Roger Dean	Vice President — Treasurer
Kathleen Mallas	Vice President
Thomas E. Schoenheit	Vice President — Assistant General Counsel and Assistant Secretary
Jonathan Elder	Vice President — Tax
Deborah Miller	Vice President
Shawnta Totten-Medley	Vice President and Assistant Secretary
Sandra L. Boscia	Assistant Secretary
Linde Carley	Assistant Secretary
Gary Philbin	Chief Operating Officer

EX-3.93

Exhibit 3.93

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF RHODE ISLAND, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication of Family Dollar Stores of Rhode Island, Inc., the undersigned sets forth the following:

1.The name of the Corporation is: Family Dollar Stores of Rhode Island, Inc.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature Page Follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Rhode Island, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief
	Financial Officer

EX-3.94

Exhibit 3.94

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF RHODE ISLAND, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Rhode Island, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.95

Exhibit 3.95

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR STORES OF SOUTH CAROLINA, LLC

In connection with the conversion of a stock corporation to a limited liability company under §13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion, the undersigned hereby sets forth the following:

1.The name of the Company is Family Dollar Stores of South Carolina, LLC.

2.The initial registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

IN WITNESS WHEREOF, the undersigned organizer has set forth their signature this 27th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Organizer

EX-3.96

Exhibit 3.96

OPERATING AGREEMENT

OF

FAMILY DOLLAR STORES OF SOUTH CAROLINA, LLC

This OPERATING AGREEMENT (this “Agreement”) of Family Dollar Stores of South Carolina, 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”).

1.             Formation of the Company.  The Member has formed a limited liability company under the Virginia Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which were filed with the Virginia State Corporation Commission of the Commonwealth of Virginia on January 27th, 2016 in connection with the conversion of a stock corporation to a limited liability company under § 13.1-1010.4 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, pursuant to that certain Plan of Entity Conversion of Family Dollar Stores of South Carolina, Inc. to Family Dollar Stores of South Carolina, LLC.

2.             Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “Family Dollar Stores of South Carolina, LLC” or such other name as the Member may from time to time hereafter designate.

3.             Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.             Principal Place of Business; Registered Agent and Registered Office.

(a)           The principal office of the Company shall be 500 Volvo Parkway, Chesapeake, VA, 23320, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the Commonwealth of Virginia as the Member may designate from time to time.

(b)           The name of the Company’s registered agent and address of the Company’s registered office in the Commonwealth of Virginia shall be C T Corporation System, 4701 Cox Road, Suite 285, Glen Allen, VA 23060-6802.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.             Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.             Capital Contributions.  The capital contribution of the Member to the Company, if any, shall be as set forth on Schedule 1.  The Member shall not be obligated to make any capital contributions to the Company but may, in its sole discretion, make capital contributions to the Company from time to time.  Schedule I may be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.             Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.             Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.             Management of the Company.

(a)           Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)           The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.          Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Meagan J. Thomasson, Esq., as an authorized agent, in connection with the filing of the Articles with the Virginia State Corporation Commission of the Commonwealth of Virginia.  This authorization terminated on the filing of the Articles.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each of the persons identified on Exhibit A attached hereto is hereby appointed an officer of the Company holding such office as set forth opposite such person’s name on Exhibit A. Exhibit A may be amended from time to time by the Member to reflect changes in the Company’s officers.

(a)           All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)           An Authorized Agent or officer shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the Virginia State Corporation Commission of the Commonwealth of Virginia.  An Authorized Agent or

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officer shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c)           Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)           Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.          Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.          Administrative Matters.

(a)           The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)           The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)           The Member’s Membership Interest shall be uncertificated.

13.          Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless  the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a  Member, officer, Authorized Agent or employee of the Company.

14.          Dissolution.

(a)           Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)            the written consent of the Member to such effect; or

(ii)           any event requiring dissolution under the Act.

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(b)           Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate of cancellation with the Virginia State Corporation Commission, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.          Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member  was entitled to vote thereon and was present and voted.

16.          Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.          Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.          Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia.

19.          Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.          No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

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IN WITNESS WHEREOF, the undersigned Member has duly executed this Operating Agreement of Family Dollar Stores of South Carolina, LLC as of the date first set forth above.

FAMILY DOLLAR STORES, INC.
By:	/s/ Jonathan L. Elder
	Name:	Jonathan L. Elder
	Title:	Vice President, Taxes

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$0.00

EXHIBIT A

OFFICERS

Barry W. Sullivan	President
Michael Matacunas	Chief Administrative Officer
Kevin Wampler	Executive Vice President — Chief Financial Officer
Robert L. Rogers	Senior Vice President — Real Estate
William A. Old, Jr.	Senior Vice President — General Counsel and Secretary
Beth Berman	Vice President — Deputy General Counsel and Assistant Secretary
Bradley Hunter	Vice President — Controller
Roger Dean	Vice President — Treasurer
Kathleen Mallas	Vice President
Thomas E. Schoenheit	Vice President — Assistant General Counsel and Assistant Secretary
Jonathan Elder	Vice President — Tax
Deborah Miller	Vice President
Shawnta Totten-Medley	Vice President and Assistant Secretary
Sandra L. Boscia	Assistant Secretary
Linde Carley	Assistant Secretary
Gary Philbin	Chief Operating Officer

EX-3.97

Exhibit 3.97

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF SOUTH DAKOTA, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication of Family Dollar Stores of South Dakota, Inc., the undersigned sets forth the following:

1.             The name of the Corporation is: Family Dollar Stores of South Dakota, Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.             The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.             No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature Page Follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of South Dakota, Inc. have been signed as of this     day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief Financial Officer

EX-3.98

Exhibit 3.98

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF SOUTH DAKOTA, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of South Dakota, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting; provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.              Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.              Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.              Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.              Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.              Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.              To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.              Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.              Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.              The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.              The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.              For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.              Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.99

Exhibit 3.99

ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF TENNESSEE, INC.

To form a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), the undersigned sets forth the following:

1.The name of the Corporation is: Family Dollar Stores of Tennessee, Inc.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is CT Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

SIGNED this 20th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Esq., Incorporator

EX-3.100

Exhibit 3.100

BYLAWS

OF

FAMILY DOLLAR STORES OF TENNESSEE, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.              Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Tennessee, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.              Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.              Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may

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adjourn the meeting to a future date at which a quorum shall be present or represented.  At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.              Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.              Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.              Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.              Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.              Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors

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need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

Section 2.              Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.              Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.              Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.              Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.              Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.              Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

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Section 8.              Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

Section 9.              Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.            Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.            Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.            Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.            Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.              Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

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Section 2.              Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.              Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.              Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

Section 5.              Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.            The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.            He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.            He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.            He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.            He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.             He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.            He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.            He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

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VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

SECRETARY

A.            The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.            He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.            He shall be custodian of the records of the Corporation.

D.            He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.            He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.             He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.            He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.            The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

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B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors,

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proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

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ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

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ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees),

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judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in

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accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.101

Exhibit 3.101

AMENDED AND RESTATED

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR STORES OF TEXAS, LLC

In connection with the domestication of a foreign limited liability company to a domestic limited liability company under §13.1-1074 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, and that certain Plan of Domestication and Conversion of Family Dollar Stores of Texas, LLC, the undersigned hereby sets forth the following:

1.The name of the Company is Family Dollar Stores of Texas, LLC.

2.The registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is CT Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

[Signature Page Follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Organization of Family Dollar Stores of Texas, LLC have been signed as of this 23rd day of February, 2016.

FAMILY DOLLAR STORES OF TEXAS, LLC, a Texas limited liability company
By: FAMILY DOLLAR HOLDINGS, INC., its Managing Member
By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief
	Financial Officer

EX-3.102

Exhibit 3.102

AMENDED AND RESTATED OPERATING AGREEMENT

OF

FAMILY DOLLAR STORES OF TEXAS, LLC

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:

The Company was formed as a Texas limited liability company on June 29, 2007 and the Members and the Company entered into that certain Limited Liability Company Agreement of the Company dated June 29, 2007 (the “Existing Operating Agreement”).

The Company was redomesticated as a Virginia limited liability company on February 23, 2016 pursuant to the filing of those certain Articles of Domestication of Family Dollar Stores of Texas, LLC with the Virginia State Corporation Commission.

The Company and the Member desire to amend and restate the Existing Operating Agreement as set forth in this Company Agreement.

ARTICLE I.FORMATION OF COMPANY

1.1Formation.The Company was formed as a Texas limited liability company on June 29, 2007 and was redomesticated as a Virginia limited liability company on February 23, 2016 pursuant to the filing of those certain Articles of Domestication of Family Dollar Stores of Texas, LLC with the Virginia State Corporation Commission.

1.2Name. The name of the Company is Family Dollar Stores of Texas, LLC. The Managing Member may change the name of the Company from time to time. The Managing Member may also adopt one or more assumed names for use by the Company.

1.3Places of Business and Registered Office. The principal office of the Company is at 500 Volvo Parkway, Chesapeake, Virginia 23320. The registered agent of the Company and the registered office of the Company shall be as set forth in the Articles, or such other agent or place as may hereafter be designated by the Managing Member from time to time as provided by law. The Managing Member may change the principal or registered office or registered agent of the Company from time to time. The Managing Member may establish, maintain and abandon one or more additional places of business for the Company.

1.4Purpose. The purpose for which this Company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Act.

1.5Title to Company Property. Property may be acquired in the name of the Company or in the name of an agent or nominee on terms and conditions that the Managing Member deems appropriate.

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1.6Term. Subject to earlier termination under Article V, the term of the Company will be perpetual.

ARTICLE II.CAPITALIZATION AND RELATED MATTERS

2.1Original Capital. The original capital of the Company will consist of the cash contributions to be made by the Members in the respective amount set forth opposite their signatures on the signature page of this Company Agreement. The Members agree to make the contribution required under this Section 2.1. The initial Percentage Interest of the Members is set forth opposite their signatures on the signature page of this Company Agreement.

2.2Additional Capital. The Members will not have any obligation to advance any additional funds or other property to the Company (either as a loan or capital contribution).

2.3Maintenance of Capital Accounts; Withdrawals; Interest. The Managing Member shall cause the Company to maintain Capital Accounts in accordance with Treasury Regulations § 1.704-1(b) for each of the Members. No Member has the right to withdraw any part of its Capital Contributions or with respect to its Capital Account. Each Member shall look solely to the assets of the Company for the return of its Capital Contributions and no Member shall have the right to demand or receive property other than cash from the Company. There shall be no priority among the Members as to the return of Capital Contributions, distributions or allocations, except as provided in this Company Agreement.

2.4Interest on and Return of Capital. The Members will not be entitled to any interest on their capital contributions to the capital of the Company. Except as expressly provided in this Company Agreement, the Members will not have the right to demand or receive the return of all or any part of their capital or to receive property other than cash from the Company.

2.5Capital Deficit. Except as otherwise required under the Act, the Members will not be required to restore any deficit that may exist in the Company’s capital structure.

ARTICLE III. DISTRIBUTIONS AND ALLOCATIONS TO THE MEMBERS

3.1Distribution of Cash Flow. Subject to Section 5.2, after establishing cash reserves determined by the Managing Member to be necessary to satisfy contingencies reasonably anticipated for, or associated with, the Company’s business, any remaining available cash or other property of the Company shall be distributed to the Members at such times as the Managing Member shall determine to be appropriate.

3.2Code Section 704(c) Tax Allocations. In accordance with Code §704(c) and the related Treasury Regulations, income, gain, loss and deduction with respect to any property contributed to the capital of the Company, solely for tax purposes, will be allocated among the Members so as to take account of any variation between the adjusted basis to the Company of the property for federal income tax purposes and the initial Agreed Value of such property.

The Managing Member shall make all elections or other decisions relating to allocations under Code §704(c) and the related Treasury Regulations. Allocations pursuant to this Section occur solely for federal, state, and local tax purposes and shall not affect any Member’s Capital Account or share of profits, losses, or other items or distributions pursuant to any provision of

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this Company Agreement.

3.3Profit and Losses. Except as provided in the Regulatory Allocations attached hereto as Exhibit B, profits and losses shall be allocated to the Members as follows: Losses shall be allocated to the Members in proportion to their Percentage Interest held by each Member until each Member has an Adjusted Capital Account balance of zero. Profits shall be allocated to the Members in proportion to their Percentage Interest held by each Member.

3.4Tax Consequences; Consistent Reporting. The Members understand the income tax consequences of the allocations made by this Article III and by the Regulatory Allocations attached hereto as Exhibit B and agree to report for income tax purposes their share of income and loss in accordance with those allocations as reflected on the tax returns of the Company.

ARTICLE IV. MANAGEMENT OF THE COMPANY

4.1Management. The business and affairs of the Company will be managed by the Managing Member. All determinations relating to the business and affairs of the Company may be made by the Managing Member singly and without the necessity of joinder of any other Person. The Members will not be liable or accountable, in damages or otherwise, to the Company for anything they may do or refrain from doing hereunder.

4.2Authority as to Third Persons. The signed statement of either Member reciting their authority for any action, as to any third Person, will be conclusive evidence of the authority of that Member to take that action.

4.3Compensation and Expenses of the Managing Member and Members. The Members will not receive any compensation from the Company for managing the business and affairs of the Company, but all expenses incurred by the Managing Member and Members in connection with their management of the Company will be paid or promptly reimbursed by the Company.

4.4Company Liabilities. All liabilities of the Company, including without limitation indemnity obligations under Section 4.5, will be liabilities of the Company as an entity, and will be paid or satisfied from Company assets. No liability of the Company will be payable in whole or in part by the Members or the Managing Member in their managerial capacity hereunder, or by any agent or advisor of the Member or the Managing Member or any of their respective Affiliates.

4.5Indemnity; Limitation of Liability

(a)The Company shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, manager, officer, employee, agent or Member of the Company, or is or was serving at the request of the Company as a director, governor, manager, officer, partner, trustee, employee, agent or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including service on a committee formed for any purpose (and, in each case, his or her heirs, executors and administrators), against all expense, liability and loss

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(including counsel fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably incurred or suffered by him or her in connection with such action, suit or proceeding, to the fullest extent permitted by applicable law, as in effect on the date hereof and as hereafter  amended.  Such indemnification may include advances of his or her expenses in advance of final disposition of such action, suit or proceedings, subject to the provision of any applicable statute.

(b)The indemnification and advancement of expenses provisions of Section 4.5 shall not be exclusive of any other right which any person (and his or her heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Articles, provision of this Company Agreement, resolution adopted by the Manager, agreement, or insurance, purchased by the Company or otherwise, both as to action in his or her official capacity and as to action in another capacity.  The Company is hereby authorized to provide for indemnification and advancement of expenses as provided herein and to the fullest extent permitted by the Act.

(c)The Company may maintain insurance, at its expense, to protect itself and any individual who is or was a director, manager, Member, officer, employee or agent of the Company, or who, while a director, manager, Member, officer, employee or agent of the Company, is or was serving at the request of the Company’s Manager as a director, governor, manager, officer, partner, trustee, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Company Agreement or the Act.

(d)Any director, manager, Member, officer, employee or agent of the Company shall not be liable, accountable or responsible in damages or otherwise to the Company or any Member for any action taken or failure to act within the scope of the authority conferred on the director, manager, Member, officer, employee or agent of the Company by this Company Agreement or by law unless such action or omission was performed in bad faith, or constituted gross negligence, fraud, or a breach of his or her fiduciary duty.

(e)The provisions of this Section 4.5 shall survive any termination or expiration of this Company Agreement.

ARTICLE V. LIQUIDATION AND DISSOLUTION OF THE COMPANY

5.1Dissolution Events. The Company will be dissolved upon the happening of any of the following events:

(i)All or substantially all of the assets of the Company are sold or distributed to the Members.

(ii)A document is signed by the Members which states their election to dissolve the Company.

5.2Method of Liquidation. Upon the happening of any of the events specified in Section 5.1, the Managing Member will commence, as promptly as practicable, to wind up the Company’s affairs unless the Managing Member determines that an immediate liquidation of

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Company assets would cause undue loss to the Company, in which event the liquidation may be deferred for a time determined by the Managing Member to be appropriate. Assets of the Company may be liquidated or distributed in kind, as the Managing Member determines to be appropriate. The proceeds from liquidation of the Company, including repayment of any debts of the Members to the Company, and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority:

(i)to payment of the debts and satisfaction of the other obligations of the Company;

(ii)to the establishment of any reserves deemed appropriate by the Managing Member for any liabilities or obligations of the Company, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the Managing Member deems appropriate, will be distributed in the manner provided in Section 5.2(iii); and

(iii)to the Members in accordance with their credit (i.e., positive) Capital Account balances.

If the Company makes distributions in kind of Company property which secures indebtedness, the Members receiving the distribution of property subject to the indebtedness will be liable for the indebtedness. Indebtedness secured by property distributed to the Members in kind need not be discharged out of the proceeds of liquidation of the Company.

5.3Date of Termination. The Company will terminate when all of the cash and property available for application under Section 5.2 have been applied in accordance with Section 5.2. The establishment of any reserves in accordance with the provisions of Section 5.2(ii) will not extend the term of the Company, but any reserve will be distributed in the manner provided in Section 5.2 upon expiration of the period established for the reserve.

ARTICLE VI. MISCELLANEOUS

6.1Fiscal Year. The fiscal year of the Company shall mean the period beginning September 1 and ending on the next August 31, and, with respect to the last year of the Company, the portion of the calendar year ending with the date of the final liquidating distributions, unless another fiscal year-end is selected by the Managing Member.

6.2Records. The records of the Company will be maintained at the principal place of business of the Company or at any other location selected by the Managing Member.

6.3Method of Accounting. The Company records will be maintained, and its profits and losses will be accounted for, in accordance with the method of accounting adopted by the Managing Member.

6.4Amendments; Waivers. No amendment of this Company Agreement will be valid or binding unless in writing and signed by the Members.

6.5Binding Effect. Except as provided in Section 6.10, this Company Agreement will inure to the benefit of and will be binding upon the Members, their successors and assigns.

6.6Construction. The titles of the Articles and Sections in this Company Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning or

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construction of any of the provisions in this Company Agreement.

6.7Governing Law, Jurisdiction. THIS COMPANY AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS.

6.8Legal Construction. In case any one or more of the provisions contained in this Company Agreement for any reason is held to be invalid or unenforceable, the invalidity or unenforceability will not affect any other provision of this Company Agreement, which will be construed as if the invalid or unenforceable provision had not been contained in this Company Agreement and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Company Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

6.9Gender. Etc. Words used in this Company Agreement in any gender will be deemed to include the masculine, feminine or neuter gender; singular words will include the plural and plural words will include the singular and the word “or” will be disjunctive but not necessarily exclusive, unless the context otherwise requires.

6.10Creditors Not Benefited. Nothing in this Company Agreement is intended to benefit any creditor of (i) the Company or (ii) the Members. No creditor of the Company or the Members will be entitled to require the Managing Member to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Members or any other Person, whether arising under this Company Agreement or otherwise.

6.11Officers of the Company. The Managing Member may elect one or more individuals to serve as officers (“Officers”) of the Company. Any Officer so elected shall have the powers and duties and shall serve upon the conditions and for such terms as may be determined by the Managing Member. The Managing Member may, at any time, remove any Officer of the Company from his position as such. Nothing contained in this Section 6.11 shall be construed as creating or otherwise providing any Officer with any contractual or other rights or otherwise imposing any duty on the Company with regard to any of its Officers whose relationship with the Company shall at all times be terminable at will.

6.12Tax Matters Member. The Managing Member shall serve as the “tax matters member” under the Code and in any similar capacity under state or local law. In addition, the Tax Matters Member shall have the power and authority (i) to extend the statute of limitations for assessment of tax deficiencies against Members with respect to adjustments to the Company’s federal, state, or local tax returns; and (ii) to represent the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and the Members in their capacity as Members, and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company or the Members; provided, however, that the Tax Matters Member shall keep the other Members reasonably informed as to the status of any tax investigations, audits, lawsuits or other judicial or administrative tax proceedings and shall promptly copy all other Members on any

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correspondence to or from the Internal Revenue Service or state, local or foreign taxing authority relating to such proceedings.

6.13Exhibits Incorporated by Reference. Each of the Exhibits referenced in this Company Agreement are hereby incorporated into this Company Agreement by this reference.

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IN WITNESS WHEREOF, the Members have executed this Company Agreement of Family Dollar Stores of Texas, LLC to be effective on the date first above written.

	Contribution		Percentage
Member	Amount		Interest
Family Dollar Holdings, Inc.	$	1.00	1.00%
Managing Member
Family Dollar Stores of Ohio, Inc.	$	99.00	99.00%
Member

MEMBERS:
FAMILY DOLLAR HOLDINGS, INC., a North Carolina corporation
By:	/s/ Gary Philbin
	Gary Philbin, President and Chief Operating Officer
FAMILY DOLLAR STORES OF OHIO, INC., a Virginia corporation
By:	/s/ Kevin Wampler
	Kevin Wampler, Executive Vice President — Chief Financial Officer

EXHIBIT A

Defined Terms. As used in this Company Agreement, the following terms shall have the following meanings when used herein with initial capital letters:

“Act” means the Virginia Limited Liability Company Act, as amended from time to time.

“Adjusted Capital Account” means, with respect to any Member, such Member’s Capital Account as of the end of the relevant fiscal year increased by any amounts which such Member is obligated to restore, or is deemed to be obligated to restore pursuant to the next to last sentences of Treasury Regulations § 1.704-2(g)(1) (share of minimum gain) and 1.704-2(i)(5) (share of partner recourse debt minimum gain) and decreased by the items described in Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Affiliate” means, as to any Person: (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person or (b) any Person who is a shareholder, member, director, manager or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above. For the purposes of this definition, “control” of any Person shall mean the power, direct or indirect: (i) to vote or direct the voting of fifty percent (50%) or more of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agreed Value” shall mean with respect to any noncash asset of the Company an amount determined and adjusted in accordance with the following provisions:

(a)The initial Agreed Value of any noncash asset contributed to the capital of the Company by any Member shall be its gross fair market value, as agreed to by the contributing Member and the Company.

(b)The initial Agreed Value of any noncash asset acquired by the Company other than by contribution by a Member shall be its adjusted basis for federal income tax purposes.

(c)The initial Agreed Value of all the Company’s noncash assets, regardless of how those assets were acquired, shall be reduced by depreciation or amortization, as the case may be, determined in accordance with the rules set forth in Treasury Regulations § 1.704- 1(b)(2)(iv)(f) and (g).

(d)The Agreed Value, as reduced by depreciation or amortization, of all noncash assets of the Company, regardless of how those assets were acquired, shall be adjusted from time to time to equal their gross fair market values, as determined by the Managing Member, as of the following times:

(i)the acquisition of an Interest or an additional Interest in the Company by any new or existing Member is exchange for more than a de minimis Capital Contribution;

(ii)the distribution by the Company of more than a de minimis amount of money or other property as consideration for all or part of an Interest in the Company; and

(iii)the termination of the Company for federal income tax purposes pursuant to Code § 708(b)(1)(B).

“Capital Account” shall mean with respect to each Member an account maintained and adjusted in accordance with the following provisions:

(a)Each Member’s Capital Account shall be increased by such Member’s Capital Contributions, such Member’s distributive share of profits, any items in the nature of income or gain that are allocated pursuant to the Regulatory Allocations and the amount of any Company liabilities that are assumed by such Member or that are secured by Company property distributed to such Member.

(b)Each Member’s Capital Account shall be decreased by the amount of cash and the Agreed Value of any Company property distributed to such Member pursuant to any provision of this Company Agreement (other than repayments of loans to the Company), such Member’s distributive share of Losses, any items in the nature of loss or deduction that are allocated pursuant to the Regulatory Allocations, and the amount of any liabilities of such Member that are assumed by the Company or that are secured by any property contributed by such Member to the Company.

In the event the Agreed Value of the Company assets are adjusted pursuant to the definition of Agreed Value contained in this Company Agreement, the Capital Accounts of all Members shall be adjusted simultaneously to reflect the aggregate adjustments as if the Company recognized gain or loss equal to the amount of such aggregate adjustment.

The foregoing provisions and the other provisions of this Company Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations.

“Capital Contribution” shall mean with respect to any Member, the amount of money and the initial Agreed Value of any property (other than money) contributed to the Company with respect to the Interest of such Member.

“Code” means the Internal Revenue Code of 1986, as amended from time to time and the Treasury Regulations promulgated thereunder. References to sections of the Code include successor provisions to those sections.

“Company” means the limited liability company formed under this Company Agreement.

“Company Agreement” means this Amended and Restated Operating Agreement of Family Dollar Stores of Texas, LLC.

“Indemnified Persons” has the meaning assigned to it in Section 4.5.

“Interest” shall mean all of the rights of each Member with respect to the Company created under this Company Agreement or under the Act. With respect to any provision of this Company Agreement that requires the vote, approval, consent or similar action by a specified group of the Members, reference to a majority or a specified percentage in Interest of the specified group of the Members means Members holding a majority (or specified percentage) of the Percentage Interest outstanding. For instance, a provision requiring the approval of a majority in Interest of the Members shall require the vote of Members holding a majority of the outstanding Percentage Interest held by the Members.

“Managing Member” means Family Dollar Holdings, Inc.

“Members” means Family Dollar Holdings, Inc. and Family Dollar Stores of Ohio, Inc.

“Percentage Interest” means the interest of the Member stated on the signature page of this Company Agreement, expressed as a percentage of the whole.

“Person” means an individual or an entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means, as to any Person, an entity the equity securities of which having ordinary voting power (other than equity securities having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or similar management body of such entity, are at the time owned, directly or indirectly, through one or more intermediaries, or both, by such Person.

EXHIBIT B

REGULATORY ALLOCATIONS

This exhibit contains special rules for the allocation of items of Company income, gain, loss and deduction that override the basic allocations of profits and losses as set forth in the Company Agreement to the extent necessary to cause the overall allocations of items of Company income, gain, loss and deduction to have substantial economic effect pursuant to Treasury Regulations §§ 1.704-1(b). Subsection (a) below contains special technical definitions.

(a)Definitions Applicable to Regulatory Allocations. For purposes of the Company Agreement, the following terms shall have the meaning indicated:

(i)“Partnership Minimum Gain” has the meaning of “partnership minimum gain” set forth in Treasury Regulations § 1.704-2(d), and is generally the aggregate gain the Company would realize if it disposed of its property subject to Nonrecourse Liabilities in full satisfaction of each such liability, with such other modifications as provided in Treasury Regulations § 1.704-2(d).

(ii)“Partner Nonrecourse Deductions” shall mean losses, deductions or Code §705(a)(2)(B) expenditures attributable to Partner Nonrecourse Debt under the general principles applicable to “partner nonrecourse deductions” set forth in Treasury Regulations § 1.704-2(i)(2).

(iii)“Partner Nonrecourse Debt” means any Company liability with respect to which one or more but not all of the Members or related Persons to one or more but not all of the Members bear the economic risk of loss within the meaning of Treasury Regulations § 1.752-2 as a guarantor, lender or otherwise.

(iv)“Partner Nonrecourse Debt Minimum Gain” shall mean the minimum gain attributable to Partner Nonrecourse Debt as determined pursuant to Treasury Regulations § 1.704-2(i)(3).

(v)“Nonrecourse Deduction” shall mean losses, deductions, or Code §705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities (see Treasury Regulations §1.704-2(b)(1)). The amount of Nonrecourse Deductions for a Fiscal Year shall be determined pursuant to Treasury Regulations § 1.704-2(c), and shall generally equal the net increase, if any, in the amount of Company Minimum Gain for that taxable year, determined generally according to the provisions of Treasury Regulations § 1.704-2(d), reduced (but not below zero) by the aggregate distributions during the year of proceeds of Nonrecourse Liabilities that are allocable to an increase in Company Minimum Gain, with such other modifications as provided in Treasury Regulations § 1.704-2(c).

(vi)“Nonrecourse Liability” means any Company liability (or portion thereof) for which no Member bears the economic risk of loss under Treasury Regulations § 1.752-2.

(vii)“Regulatory Allocations” shall mean allocations of Nonrecourse Deductions provided in Paragraph (b) below, allocations of Member Nonrecourse Deductions provided in Paragraph (c) below, the minimum gain chargeback provided in Paragraph (d) below, the member nonrecourse debt minimum gain chargeback provided in Paragraph (e) below, the qualified income offset provided in Paragraph (f) below, the gross income allocation provided in Paragraph (g) below, and the curative allocations provided in Paragraph (h) below.

(b)Nonrecourse Deductions. All Nonrecourse Deductions for any Fiscal Year shall be

allocated to the Members the same manner as Losses generally are allocated pursuant to Section 3.3 of this Company Agreement.

(c)Member Nonrecourse Deductions. All Member Nonrecourse Deductions for any Fiscal Year shall be allocated to the Member who bears the economic risk of loss under Treasury Regulations § 1.752-2 with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable.

(d)Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain for a Fiscal Year, each Member shall be allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of such net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations § 1.704-2(g)(2) and the definition of Company Minimum Gain set forth above. This provision is intended to comply with the minimum gain chargeback requirement in Treasury Regulations § 1.704-2(f) and shall be interpreted consistently therewith.

(e)Member Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt for any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt as of the beginning of the Fiscal Year, determined in accordance with Treasury Regulations § 1.704-2(i)(5), shall be allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations §§ 1.704-2(i)(4) and (5) and the definition of Member Nonrecourse Debt Minimum Gain set forth above. This Paragraph is intended to comply with the member nonrecourse debt minimum gain chargeback requirement in the Treasury Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

(f)Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations §§ 1.704- 1(b)(2)(ii)(d)(4), (5), or (6), items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year) shall be allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit in such Member’s Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible.

(g)Gross Income Allocation. In the event any Member has a deficit in its Adjusted Capital Account at the end of any Fiscal Year, each such Member shall be allocated items of Company gross income and gain, in the amount of such Adjusted Capital Account deficit, as quickly as possible.

(h)Rules of Applying the Regulatory Allocations. The Regulatory Allocations shall be interpreted and applied in light of the purpose set forth in the first sentence of the Regulatory Allocations. However, to the greatest extent possible consistent with that purpose, the Managing Member shall take the Regulatory Allocations into account in allocating other items of income, gain, loss or deduction among the Members such that the net amounts allocated to each Member would be the same as his distributive share of Profits and Losses would have been had the Regulatory Allocations not been made. The Managing Member shall apply the Regulatory Allocations in whatever order the Managing Member reasonably determines will minimize the

economic distortion that might otherwise result from the application of the Regulatory Allocations.

(i)Waiver of Minimum Gain Chargeback Provisions. If the Managing Member determines that (i) either of the two minimum gain chargeback provisions contained in this Exhibit would cause a distortion in the economic arrangement among the Members, (ii) it is not expected that the Company will have sufficient other items of income and gain to correct that distortion, and (iii) the Members have made Capital Contributions or received net income allocations that have restored any previous Nonrecourse Deductions or Member Nonrecourse Deductions, the Managing Member shall have the authority, but not the obligation, to request the Internal Revenue Service to waive the minimum gain chargeback or member nonrecourse debt minimum gain chargeback requirements pursuant to Treasury Regulations §§ 1.704-2(f)(4) and 1.704-2(i)(4).

(j)Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code § 734(b) or Code §743(b) is required, pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

EX-3.103

Exhibit 3.103

ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF VERMONT, INC.

To form a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), the undersigned sets forth the following:

1.             The name of the Corporation is: Family Dollar Stores of Vermont, Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.             The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is CT Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

SIGNED this 20th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Esq., Incorporator

EX-3.104

Exhibit 3.104

BYLAWS

OF

FAMILY DOLLAR STORES OF VERMONT, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Vermont, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may

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adjourn the meeting to a future date at which a quorum shall be present or represented.  At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors

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need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

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Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

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Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

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VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

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B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors,

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proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

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ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

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ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees),

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judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in

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accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.105

Exhibit 3.105

State of North Carolina

Department of the Secretary of State

ARTICLES OF INCORPORATION

INCLUDING ARTICLES OF CONVERSION

Pursuant to § 55-2-02 and § 55-11A-03 of the General Statutes of North Carolina, the undersigned converting business entity does hereby submit these Articles of Incorporation Including Articles of Conversion for the purpose of forming a business corporation.

1.The name of the resulting corporation is Family Dollar Stores of Virginia, Inc. The corporation is being formed pursuant to a conversion of another business entity.

2.The name of the converting business entity is Family Dollar Stores of Virginia, Inc. and the organization and internal affairs of the converting business entity are governed by the laws of the state or country of Virginia. A plan of conversion has been approved by the converting business entity as required by law.

3.The converting business entity is a (check one):

x foreign corporation

o domestic limited liability company

o foreign limited liability company

o domestic limited partnership

o foreign limited partnership

o domestic registered limited liability partnership

o foreign limited liability partnership

o other partnership as defined in G.S. 59-36, whether or not formed under the laws of North Carolina

4.     The number of shares the corporation is authorized to issue is: 1000

These shares shall be: (check either a or b)

a. x all of one class, designated as common stock; or

b. o divided into classes or series within a class as provided in the attached schedule, with the information required by N.C.G.S. Section 55-6-01.

5.     The name of the initial registered agent is: CT Corporation System

6.     The street address and county of the initial registered office of the corporation is:

Number and Street 150 Fayetteville Street, Box 1011

City Raleigh State NC Zip Code 27601 County Wake

7.     The mailing address, if different from the street address, of the initial registered office is:

Number and Street                                                                                                           

City                                   State NC                                  Zip Code                        County                  

8.     Principal office information: (Select either a or b)

a.     x The corporation has a principal office.

The principal office telephone number: (757) 321-5000

The street address and county of the principal office of the corporation is:

Number and Street 10401 Monroe Rd.                                           

City Matthews State NC Zip Code 28105 County Mecklenburg

The mailing address, if different from the street address, of the principal office of the corporation is:

Number and Street                                                                  

City                                  State                               Zip Code                                  County                                  

b.     o The corporation does not have a principal office.

9.     Any other provisions, which the corporation elects to include, are attached.

10.  The name and address of each incorporator is as follows:

Kevin Wampler

500 Volvo Parkway

Chesapeake, VA 23320

11.  (Optional): Please provide a business e-mail address:                                       

The Secretary of State’s Office will e-mail the business automatically at the address provided at no charge when a document is filed. The e-mail provided will not be viewable on the website. For more information on why this service is being offered, please see the instructions for this document.

12.  These articles will be effective upon filing, unless a date and/or time is specified:

This the 23 day of February 2016.

Family Dollar Stores of Virginia, Inc.

/s/ Kevin Wampler

Signature

Kevin Wampler, Executive Vice President and Chief Financial Officer

Type or Print Name and Title

EX-3.106

Exhibit 3.106

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF VIRGINIA, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Virginia, Inc. (the “Corporation”) in the City of Matthews, North Carolina, or at such place within or without the State of North Carolina as shall be set forth in the notice of annual meeting.  The meeting shall be held on the second Monday of September each and every year if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  Written notice of special meetings of Shareholders called by a majority of the directors or by the President shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting and shall state the place of the meeting within or without the State of North Carolina, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called. A special Shareholder’s meeting must be called by the President within thirty (30) days after holders of at least ten percent (10%) of the outstanding shares entitled to vote at such special meeting sign, date and deliver to the Secretary of the Corporation one or more written demands for the special meeting describing the purpose or purposes for which it is to be held. Written notice of special meetings of Shareholders called by holders of at least ten percent (10%) of the outstanding shares entitled to vote at such special meeting shall be given a reasonable time in advance of the special meeting, but not less than ten (10) days before the date of the meeting and shall otherwise set forth the same information as a special Shareholder’s meeting called by a majority of the directors or by the President.  Any notice of a special meeting shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special

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Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination, provided, that the record date for a special meeting of Shareholders demanded by holders of at least ten percent (10%) of the outstanding shares entitled to vote at such special meeting is the date the last shareholder necessary to call such meeting signs the demand.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the North Carolina Business Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the North Carolina Business Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the North Carolina Business Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

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ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the North Carolina Business Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the

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directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the State of North Carolina, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the North Carolina Business Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the North Carolina Business Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

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ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint. The same individual may simultaneously hold more than one (1) office, but no individual may act in more than one capacity where action of two or more officers is required.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall sign all certificates representing shares.

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G.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the North Carolina Business Corporation Act.

H.He shall enforce these Bylaws and perform all duties incident to his office required by the North Carolina Business Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

I.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the North Carolina Business Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall sign all certificates representing shares.

G.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

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H.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

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Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

ARTICLE V

SHARES

Section 1.Certificates.  The shares of the Corporation shall be represented by certificates prepared by the Board of Directors and signed by the President and the Secretary.  The certificates shall be numbered consecutively and in the order in which they are issued, and a record shall be maintained of the name of the person to whom the shares represented by each such certificate is issued, and the number and class or series of such shares, and the date of issue.  Each certificate shall state the registered holder’s name, the number and class of shares represented, the date of issue, the par value of such shares, or that they are without par value.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the North Carolina Business Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney, upon surrender of the certificate duly and properly endorsed with proper evidence of authority to transfer.  The Corporation shall issue a new certificate for the shares surrendered to the person or persons entitled to receive such shares.

Section 4.Return Certificates.  All certificates for shares changed or returned to the Corporation for transfer shall be marked by the Secretary “Cancelled,” with the date of

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cancellation, and the transaction shall be immediately recorded in the certificate book opposite the memorandum of their issue. The returned certificate may be inserted in the certificate book.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 10401 Monroe Road in the City of Matthews, North Carolina, 28105.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post

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office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the North Carolina Business Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of

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the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, subject to the limitations of §55-8-51(e) of the North Carolina Business Corporation Act. Indemnification permitted under this Section 2 that is concluded without a final adjudication on the issue of liability is limited to reasonable expenses incurred in connection therewith. The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with §55-8-55 of the North Carolina Business Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 5 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the

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director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 5 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with §55-8-53 of the North Carolina Business Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against liabilities or expenses he may incur on account of his activities which were at the time taken known or believed by him to be clearly in conflict with the best interests of the Corporation.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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-  —

EX-3.107

Exhibit 3.107

ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF WEST VIRGINIA, INC.

To form a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), the undersigned sets forth the following:

1.             The name of the Corporation is: Family Dollar Stores of West Virginia, Inc.

2.             The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.             The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.             The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.             The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is CT Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.             To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

SIGNED this 20th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Esq., Incorporator

EX-3.108

Exhibit 3.108

BYLAWS

OF

FAMILY DOLLAR STORES OF WEST VIRGINIA, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of West Virginia, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may

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adjourn the meeting to a future date at which a quorum shall be present or represented.  At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors

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need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

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Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

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Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

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VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

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B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors,

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proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

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ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

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ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees),

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judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in

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accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.109

Exhibit 3.109

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF WISCONSIN, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication and Conversion of Family Dollar Stores of Wisconsin, Inc., the undersigned sets forth the following:

1.The name of the Corporation is: Family Dollar Stores of Wisconsin, Inc.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Wisconsin, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief
	Financial Officer

EX-3.110

Exhibit 3.110

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF WISCONSIN, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Wisconsin, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.111

Exhibit 3.111

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR STORES OF WYOMING, INC.

In connection with the redomestication of a stock corporation under Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), pursuant to that certain Plan of Domestication of Family Dollar Stores of Wyoming, Inc., the undersigned sets forth the following:

1.The name of the Corporation is: Family Dollar Stores of Wyoming, Inc.

2.The Corporation shall have the power to do all things necessary or convenient to carry out its business and affairs and to engage in any lawful activity not required to be stated in these Articles of Incorporation, including, but not limited to, those activities and powers set forth in the Code.

3.The powers and purposes in these Articles of Incorporation shall not be deemed to exclude in any way or limit by inference any powers or purposes granted to the Corporation by the laws of the Commonwealth of Virginia, now or subsequently in effect, or implied by any reasonable construction of such laws.

4.The aggregate number of shares the Corporation shall have authority to issue is one thousand (1,000) shares of common stock having no par value.

5.The initial registered office of the Corporation is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is C T Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Corporation.

6.To the fullest extent permitted by the Code, as it now exists or may be later amended, no officer or director of the Corporation shall be liable for any amount of monetary damages to the Corporation or its shareholders arising out of a single transaction, occurrence or course of conduct, for breach of fiduciary duty or otherwise. The liability of an officer or director shall not be limited as provided in this paragraph if the officer or director engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.

7.No holder of shares of the Corporation shall have any preemptive right to acquire any authorized but unissued shares of the Corporation.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation of Family Dollar Stores of Wyoming, Inc. have been signed as of this 10th day of February, 2016.

By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief
	Financial Officer

EX-3.112

Exhibit 3.112

AMENDED AND RESTATED BYLAWS

OF

FAMILY DOLLAR STORES OF WYOMING, INC.

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1.Annual Meeting.  The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the principal office of Family Dollar Stores of Wyoming, Inc. (the “Corporation”) in the City of Chesapeake, Virginia, or at such place within or without the Commonwealth of Virginia as shall be set forth in the notice of annual meeting.  The meeting shall be held on the 20th day in January of each and every year, at 2:30 p.m. or at such other date and time as is designated in the notice of annual meeting.  The Secretary shall give the notice of annual meeting, which shall include the place, date and hour of the meeting.  Such notice shall be given, either personally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting date.  If mailed, the notice shall be addressed to the Shareholder at his address as it appears on the Corporation’s record of Shareholders, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him are to be mailed to a different address.  Notice of annual meetings may be waived by a Shareholder by submitting a signed waiver to the Secretary of the Corporation either before or after the meeting, or by attendance at the meeting.

Section 2.Special Meeting.  Special meetings of Shareholders, other than those regulated by statute, may be called at any time by a majority of the directors or by the President.  A special Shareholder’s meeting must be called by the President upon written request of the holders of twenty percent (20%) of the outstanding shares entitled to vote at such special meeting. Written notice of special Shareholder’s meetings, stating the place within or without the Commonwealth of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each Shareholder of record in the same manner as the notice of the annual meeting; provided, however, that such notice, if mailed, shall be sent certified mail, return receipt requested.  No business other than that specified in the notice shall be transacted at any such special meeting.  Notice of a special Shareholder’s meeting may be waived by submitting a signed waiver to the Secretary or by attendance at the meeting.

Section 3.Quorum.  The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business at all meetings of Shareholders.  If a quorum does not exist, less than a quorum may adjourn the meeting to a future date at which a quorum shall be present or represented.  At such

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adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4.Record Date.  The Board of Directors may fix in advance the record date for the determination of Shareholders entitled to notice of a meeting, or for any other purposes requiring such a determination.  The record date may not be more than seventy (70) days before the meeting or action.

A determination of Shareholders entitled to notice of, or to vote at, a Shareholders meeting is effective for any adjournment of the meeting unless the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.  In such case, a new record date must be fixed, and notice must be given to all persons who are Shareholders as of the new record date.

Section 5.Voting.  A Shareholder entitled to vote at a meeting may vote in person or by proxy.  Except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, every Shareholder shall be entitled to one vote for each share standing in his name on the Corporation’s record of Shareholders.  Except as otherwise provided by these Bylaws, the Articles of Incorporation, or the Virginia Stock Corporation Act, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote shall be the act of the Shareholders.

Section 6.Proxies.  Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact.  No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the Shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 7.Consents.  Actions required or permitted by the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws, to be taken at a Shareholder meeting may be taken without a meeting if one or more written consents are signed by all the Shareholders entitled to vote on the action and such consents are delivered to the Secretary.

ARTICLE II

DIRECTORS

Section 1.Number and Qualifications.  The board of directors (hereinafter, “Board of Directors” or “Board”) shall consist of at least one (1) member and not more than nine (9) members, as such number may be determined, from time to time, by the Board.  Directors need not be Shareholders of the Corporation.  The maximum number of directors may be increased or decreased by an amendment to the Bylaws adopted by the Shareholders.

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Section 2.Manner of Election.  The directors shall be elected at the annual meeting of the Shareholders by a plurality vote.

Section 3.Term of Office.  The term of office of each director shall be until the next annual meeting of the Shareholders and until his successor has been duly elected and has qualified.

Section 4.Duties and Powers.  The Board of Directors shall control and manage the affairs and business of the Corporation.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Virginia Stock Corporation Act, the Articles of Incorporation or these Bylaws.  The Board of Directors may elect a chairperson who shall preside at all meetings of the Board of Directors.

Section 5.Meetings.  The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the Shareholders.  Other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the President at any time.  Upon the written request of any two directors, the President must call a special meeting to be held not more than seven (7) days after the receipt of such request.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if each director signs a consent describing the action to be taken and delivers it to the Corporation.

Section 6.Notice of Meetings.  No notice need be given of any regular meeting of the Board.  The Secretary shall serve notice of special meetings upon each director in person or by certified mail, return receipt requested, addressed to him at his last known post office address, at least ten (10) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted.  At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

Section 7.Place of Meeting.  The Board of Directors may hold its meeting within or without the Commonwealth of Virginia, at such place as may be designated in the notice of the meeting.

Section 8.Quorum.  At any meeting of the Board of Directors, the presence of a majority of the Board shall constitute a quorum for the transaction of business.  Should a quorum not be present, a lesser number may adjourn the meeting to some further time, not more than seven (7) days later.

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Section 9.Voting.  At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.  If a quorum is present for a Board meeting, the vote of a majority of the Board, except as otherwise provided by the Virginia Stock Corporation Act or the Articles of Incorporation, shall be the act of the Board.

Section 10.Compensation.  Each director shall be entitled to receive for attendance at each meeting of the Board, or of any duly constituted committee of the Board, such fee as is fixed by the Board.

Section 11.Vacancies.  Any vacancy occurring in the Board of Directors by death, resignation, or otherwise, shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy.  The director thus chosen shall hold office for the unexpired term of his predecessor and until the election and qualification of his successor.

Section 12.Removal of Directors.  The Shareholders may, by majority vote, remove a director with or without cause at a special meeting expressly called for such purpose.  Notice of the meeting must specifically state that the purpose of the meeting is to remove the director.  Except as otherwise prescribed by the Virginia Stock Corporation Act, a director may also be removed for cause by vote of a majority of the entire Board.

Section 13.Resignation.  Any director may resign his office at any time by delivering written notice to the Board, the President or the Secretary.  A resignation is effective upon delivery of the notice.

ARTICLE III

OFFICERS

Section 1.Officers and Qualifications.  The officers of the Corporation shall consist of a President and a Secretary. Other officers of the Corporation may include one (1) or more Vice Presidents, a Treasurer and such other officers as the Board of Directors may appoint.  The same individual may simultaneously hold more than one (1) office.

Section 2.Election.  All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of Shareholders.

Section 3.Term of Office.  All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4.Removal of Officers.  Any officer may be removed with or without cause by the vote of a majority of the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

PRESIDENT

A.The President shall preside at all meetings of the Board of Directors, unless the Board of Directors has elected a Chairperson, and at all meetings of the Shareholders.

B.He shall present at each annual meeting of the Shareholders and directors a report of the condition of the business of the Corporation.

C.He shall cause to be called regular and special meetings of the Shareholders and directors as required by the Virginia Stock Corporation Act and these Bylaws.

D.He shall, subject to the approval of the Board, appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers.

E.He has authority to sign and execute, in the name of the Corporation, all contracts, and all notes, drafts, or other orders for the payment of money.

F.He shall cause all books, reports, statements, and certificates to be properly kept and filed as required by the Virginia Stock Corporation Act.

G.He shall enforce these Bylaws and perform all duties incident to his office required by the Virginia Stock Corporation Act.  Generally, he shall supervise and control the business and affairs of the Corporation.

H.He shall, in the absence of any officer, assume any absent officer’s duties as set forth in these Bylaws.

VICE PRESIDENT

During the absence or incapacity of the President, the Vice President in order of seniority of election shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President, and shall perform such duties and functions as the Board may prescribe.

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SECRETARY

A.The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Shareholders in appropriate books.  He shall also keep a record of all actions taken, with or without a meeting, by the Shareholders, Board of Directors or any committee of the Board.

B.He shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the Shareholders of the Corporation.

C.He shall be custodian of the records of the Corporation.

D.He shall keep a record of the Shareholders containing the names of all Shareholders, their places of residence, the number and class of shares held by each and the dates when each became owners of record.  He shall keep a record of all written communications to Shareholders generally within the past three (3) years.

E.He shall keep all records open for inspection, daily during the usual business hours, within the limits prescribed by the Virginia Stock Corporation Act.  At the request of the person entitled to an inspection thereof, he shall prepare and make available a current list of the officers and directors of the Corporation and their business addresses.

F.He shall attend to all correspondence and present to the Board of Directors at its meeting all official communications received by him.

G.He shall perform all the duties incident to the office of Secretary of the Corporation.

TREASURER

A.The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

B.He has authority to make, sign, and endorse, in the name of the Corporation, all checks, drafts, notes, and other orders for the payment of money, and pay out and dispose of such under the direction of the President or the Board of Directors.

C.He shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

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D.He shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required of him, and he shall make a full financial report at the annual meeting of the Shareholders.

E.He shall further perform all duties incident to the office of Treasurer of the Corporation.

F.If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.

OTHER OFFICERS

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6.Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Section 8.Reimbursement of Compensation of Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest, or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance.

It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed.  In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE IV

SEAL

The Corporation shall not have a corporate seal.

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ARTICLE V

SHARES

Section 1.Certificates.  Except as may be otherwise provided by the Board of Directors, shareholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors and shall be signed by the President and the Secretary of the Corporation. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.

Section 2.Subscriptions.  Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine.  If default shall be made in the payment of any installment as required by such resolution, the Board may, in the manner prescribed by the Virginia Stock Corporation Act, declare the shares and all previous payments thereon forfeited for the use of the Corporation.

Section 3.Transfer of Shares.  The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation and by the registered owner, or by his duly authorized attorney.

ARTICLE VI

DISTRIBUTIONS

The Board of Directors, at any regular or special meeting, may authorize and make distributions to its Shareholders.  However, no distribution may be made if, after giving it effect:  (1) the Corporation would not be able to pay its debts as they become due in the usual course of business, or (2) the Corporation’s total assets would be less than its total liabilities.

ARTICLE VII

AGREEMENTS, BILLS, NOTES, ETC.

All contracts, bills payable, notes, checks, drafts, warrants, or other agreements or negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by the President, any Vice President or by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be

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contracted any debt of liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

ARTICLE VIII

OFFICES

The principal office of the Corporation shall be located at 500 Volvo Parkway in the City of Chesapeake, Virginia, 23320.  The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of a majority of the Shareholders entitled to vote in the election of any director at an annual meeting or a special meeting called for that purpose, provided that a written notice shall have been sent to each Shareholder of record entitled to vote at such meeting at his last known post office address at least ten (10) days before the date of such annual or special meeting.  The notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws.  Only such changes shall be made as have been specified in the notice.  The Bylaws may also be altered, amended or repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.  However, any Bylaws adopted by the Board may be altered, amended, or repealed by the Shareholders.

ARTICLE X

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or the Virginia Stock Corporation Act, any Shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every Shareholder or director entitled to such notice waives the notice requirement in a signed writing delivered to the Secretary of the Corporation.

ARTICLE XI

GENDER

All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party may require.

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ARTICLE XII

INDEMNIFICATION

Section 1.Each person now or afterwards a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) to which he was or is a party or is threatened to be made a party by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Section 2.Each person now or hereafter a director or officer of the Corporation (and such person’s heirs, executors and administrators) shall (subject to Section 4 below) be indemnified by the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in the manner he believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in light of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The termination of any action, suit or proceeding by judgment, order, settlement, shall not of itself create a presumption that such person did not act in good faith and in a manner which he believed to be in or not opposed to the best interests of the Corporation.

Section 3.To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified

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against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.  Such determination shall be made in accordance with Sections 13.1-701(B) and (C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 5.Expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in accordance with this Section 4 on receipt of a signed written (i) statement of such officer or director’s good faith belief that he has met the standard of conduct set forth in Section 1 or Section 2, as applicable, and (ii) undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation pursuant to this Article XII. The undertaking provided pursuant to clause (ii) in the immediately preceding sentence shall be an unlimited general obligation but need not be secured and shall be accepted without reference to financial ability to make repayment. Any advancement of expenses pursuant to this Section 4 shall be made by the Corporation as authorized in the specific case, and such authorization shall be made in accordance with Section 13.1-699(C) of the Virginia Stock Corporation Act, as may be amended from time to time.

Section 6.The Board of Directors shall have the power to make any other or further indemnity, including with respect to criminal proceedings (by determination made by a majority vote of a quorum consisting of directors who were not parties to such proceedings), to any officer or director, except an indemnity against his gross negligence or willful misconduct.  Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in any such capacity or as a result of his serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or arising out of his status as any of the foregoing, whether or not the Corporation would have the power to indemnify him against such liability under any provision of this Article XII.

Section 8.For the purposes of this Article XII, references to “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent

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corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9.Notwithstanding any other provision in these Bylaws, no amendment to or repeal of this Article XII shall limit or eliminate the rights provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

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EX-3.113

Exhibit 3.113

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

FAMILY DOLLAR STORES, INC., A DELAWARE CORPORATION

* * * * * * *

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is: Family Dollar Stores, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 3411 Silverside Road, #104 Rodney Building, City of Wilmington, County of New Castle, Delaware 19810. The name of the Corporation’s registered agent at such address is Corporate Creations Network Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

Section 1.The Corporation shall be authorized to issue 1,000 shares of capital stock, of which 1,000 shares shall be shares of Common Stock, par value $0.01 per share (“Common Stock”).

Section 2.Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot. Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted at an election of directors.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be designated by or in the manner provided for in the By-Laws, or, if not so designated, at the registered office of the Corporation in the State of Delaware.

ARTICLE VIII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE IX

Section 1.Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for the unlawful payment of dividends or unlawful stock purchases under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit. If after approval by the stockholders of this provision the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time or such repeal or modification.

Section 2.Indemnification and Insurance.

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(a)Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party to or is otherwise involved in any pending, threatened or completed action, suit arbitration, alternative dispute resolution proceeding, investigation, administrative hearing, or other proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust, nonprofit entity, or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Corporation shall be required to indemnify a person and/or advance expenses under Section 2(b) below in connection with a proceeding (or part thereof) initiated by such person against the Corporation only if the proceeding (or part thereof), other than a proceeding in accordance with Section 2(c) below, was authorized by the Board; provided, however that in no event shall the Corporation indemnify any officer, or advance expenses to any officer in accordance with Section 2(b) below, in connection with a proceeding involving the enforcement of the provisions of any employment, severance or compensation plan or agreement that such officer may be a party to, or beneficiary of, with the Corporation or any of the Corporation’s subsidiaries.

(b)Advancement of Expenses. Subject to the last sentence of Section 2(a) above, the Corporation shall pay the expenses (including attorneys’ fees) incurred by any present or former officer or director of the Corporation in defending any proceeding in advance of its final disposition, provided, however, that such advancement of expenses shall be made only upon receipt of an undertaking by the officer or director to repay all amounts advanced if it shall ultimately be determined that he or she is not entitled to be indemnified.

(c)Claims. If a claim for indemnification or payment of expenses (including attorneys’ fees) under this Article is not paid in full within sixty days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

(d)Insurance. The Board may, in its discretion, authorize the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of Section 2(a) of Article IX hereof.

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(e)Non-Exclusivity of Rights. The right conferred on any person by this Article IX shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, By-Laws, agreement, vote of stockholders or disinterested directors or otherwise.

(f)Savings Clause. The right to indemnification or advancement under this Article IX is an irrevocable contract right based upon good and valuable consideration. The right to indemnification and advancement shall fully vest at the time any officer or director of the Company first assumes his or her position with the Company. Any repeal or modification of the foregoing provisions granting indemnification or advancement rights shall be prospective only and shall not adversely affect any right or protection of a director or officer of the Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

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EX-3.114

Exhibit 3.114

AMENDED AND RESTATED BY-LAWS

OF

FAMILY DOLLAR STORES, INC.

ARTICLE I

OFFICES

SECTION 1.             REGISTERED OFFICE — The registered office of (the “Corporation”) shall be established and maintained at 3411 Silverside Road, #104 Rodney Building, City of Wilmington, County of New Castle, Delaware 19810.  The name of the Corporation’s registered agent at such address is Corporate Creations Network Inc.

SECTION 2.             OTHER OFFICES — The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.             ANNUAL MEETINGS — Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in April.  If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.             SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the Chief Executive Officer, the President or the Secretary, or by resolution of the Board of Directors.

SECTION 3.             VOTING — Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy

provides for a longer period.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4.             QUORUM — Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.             NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6.             ACTION WITHOUT MEETING — Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III

DIRECTORS

SECTION 1.             NUMBER AND TERM — The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person.  The exact number of directors shall initially be three and may thereafter be fixed from time to time by the Board of Directors.  Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.  A director need not be a stockholder.

SECTION 2.             RESIGNATIONS — Any director may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.             VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen.  If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.             REMOVAL — Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.             COMMITTEES — The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.             MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

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Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer or the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.             QUORUM — A majority of the Directors shall constitute a quorum for the transaction of business.  If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.  The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

SECTION 8.             COMPENSATION — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9.             ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

SECTION 1.             OFFICERS — The officers of the Corporation shall be a Chief Executive Officer, a President, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified.  In

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addition, the Board of Directors may elect a Chairman of the Board as well such Executive Vice Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers as they may deem proper.  The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 2.             CHAIRMAN OF THE BOARD — The Chairman of the Board, if elected by the Board of Directors, shall have such powers and duties as may be prescribed by the Board of Directors.  Such officer shall preside at all meetings of the Board of Directors.

SECTION 3.             CHIEF EXECUTIVE OFFICER — The Chief Executive Officer shall have the general powers and duties of supervision and management usually vested in the office of Chief Executive Officer of a corporation and perform such other duties as may be assigned to him or her by the Board of Directors.  The Chief Executive Officer shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.             PRESIDENT — The President shall be the Chief Operating Officer of the Corporation.  He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.             EXECUTIVE VICE PRESIDENTS — Each Executive Vice President, if elected by the Board of Directors, shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive Officer, President or Board of Directors.

SECTION 6.             VICE PRESIDENTS — Each Vice President, if elected by the Board of Directors, shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive Officer, President, an Executive Vice President or Board of Directors.

SECTION 7.             TREASURER — The Treasurer shall be the Chief Financial Officer of the Corporation.  He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.  He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors.  He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chief Executive Officer or the President, taking proper vouchers for such disbursements.  He or she shall render to the Chief Executive Officer, the President and Board of Directors at the

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regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 8.             SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chief Executive Officer or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws.  He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President.  He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chief Executive Officer or the President, and attest to the same.

SECTION 9.             ASSISTANT TREASURERS AND ASSISTANT SECRETARIES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.             CERTIFICATES OF STOCK — A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation.  Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.             LOST CERTIFICATES — A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.             TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by

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whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.             STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date:  (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action.  If no record date is fixed:  (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.             DIVIDENDS — Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate.  Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6.             SEAL — The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors.  Said seal may be used by

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causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7.             FISCAL YEAR — The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.             CHECKS — All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.             NOTICE AND WAIVER OF NOTICE — Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law.  Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation.  Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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EX-3.115

Exhibit 3.115

ARTICLES OF INCORPORATION

OF

FDS TRUCKING, INC.

The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the North Carolina Business Corporation Act.

FIRST:The corporate name for the corporation (hereinafter called the “corporation”) is FDS TRUCKING, INC.

SECOND:The number of shares which the corporation is authorized to issue is ten thousand (10,000), all of which are of a par value of Ten Dollars ($10.00) each and are of the same class and are to be Common shares.

THIRD:The street address of the initial registered office of the corporation in the State of North Carolina is 10401 Old Monroe Road, Matthews, North Carolina 28105; the mailing address of the initial registered office is P. O. Box 1017, Charlotte, North Carolina 28201-1017. The county in which the said registered office is located is the County of Mecklenburg.

The name of the initial registered agent of the corporation at the said registered office is Leon Levine.

FOURTH:The name and address of the incorporator are:

NAME	ADDRESS
Anne M. Kreamer	66 Luckie Street
	Suite 604
	Atlanta, GA 30303

FIFTH:The purposes for which the corporation is formed is to engage in any lawful business.

SIXTH:The corporation shall, to the fullest extent permitted by the provisions of the North Carolina Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to

indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders, or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SEVENTH:The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the North Carolina Business Corporation Act, as the same may be amended and supplemented.

EIGHTH:The duration of the corporation shall be perpetual.

Signed on July 3, 1991.
	/s/ Anne M. Kreamer
	Anne M. Kreamer, Incorporator

ARTICLES OF AMENDMENT BEFORE THE ISSUANCE OF SHARES

TO THE CHARTER

OF

FDS TRUCKING, INC.

The undersigned incorporator, for the purpose of amending the charter of the corporation in accordance with G. S. 55-10-05, hereby sets forth:

1.The name of the corporation is FDS TRUCKING, INC.

2.The following amendment is hereby adopted:

Article First of the Articles of Incorporation is hereby deleted in its entirety and the following Article First is inserted to read as follows:

“FIRST:The name of the corporation is

 FAMILY DOLLAR TRUCKING, INC.”

3.The foregoing amendment is made by the sole incorporator before the issuance of any shares.

IN WITNESS WHEREOF, I set my hand and seal this 24th day of July, 1991.

/s/ Anne M. Kreamer

Anne M. Kreamer

Incorporator

State of Georgia

County of Fulton

This is to certify that on this 24th day of July, 1991, before me, a notary public, personally appeared Anne M. Kreamer who, being by me first duly sworn, declared that she signed the foregoing document in the capacity indicated, that she was authorized to so sign, and that the statements therein contained are true.

Witness my hand and official seal this 24th day of July, 1991.

	/s/ Notary Public
	Notary Public, Cobb County, Georgia,
(SEAL)	My Commission Expires June 1, 1994
My Commission Expires:

EX-3.116

Exhibit 3.116

BYLAWS

OF

FAMILY DOLLAR TRUCKING, INC.

ARTICLE I

Offices

Section 1.Principal Office.        The principal office of the Corporation shall be located in Matthews, North Carolina, or at such other place as the Board of Directors shall determine from time to time.

Section 2.Registered Office.       The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

Section 3.Other Offices.       The Corporation may have any number of additional offices, at such other places as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE II

Meetings of Shareholders

Section 1.Place of Meetings.       All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina as shall be determined by the Board of Directors or agreed upon by a majority of the shareholders entitled to vote thereat and designated in the notice of the meeting.

Section 2.Annual Meeting.       The annual meeting of the shareholders of the Corporation shall be held at 12:00 o’clock a.m. on the second Monday in September of each year if not a legal holiday,

but if a legal holiday, on the next business day, for the purpose of electing directors of the Corporation and for the transaction of such other business as may be properly brought before the meeting.

Section 3.Substitute Annual Meeting.       If the annual meeting shall not be held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.Special Meetings.       Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President, the Secretary, or the Board of Directors of the Corporation, or by any shareholder pursuant to written request of the holders of not less than one-tenth of all stock entitled to vote. Special meetings shall be held at the principal office of the Corporation, or at such other place as shall be designated in the notice of meeting.

Section 5.Notice of Meetings.       Written or printed notice stating the time and place of the meeting shall be delivered not less than ten nor more than sixty days before the date thereof, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary or other person calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, that each shareholder, whether or not entitled to vote, shall be given notice of any meeting called for the purpose of approving a plan of merger or share exchange, a proposed sale of assets other than in the ordinary course of business, or the proposed dissolution of the Corporation.

In the case of an annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless it is a matter, other than the election of directors, on which the vote of shareholders is expressly required by the provisions of the North Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

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When a meeting is adjourned, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken, unless a new record date is or must be fixed under the provisions of the following Section 6. If a new record date is or must be so fixed, notice of the adjourned meeting must be given in accordance with this Section 5 to persons who are shareholders as of the new record date.

Section 6.Record Date.       For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or determining shareholders entitled to take any other action, the Board of Directors may fix any future date as the record date provided that such date is not more than seventy days before the date set for the meeting or action. A new record date must be established if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

Section 7.Voting Lists.       On or before the second business day after notice of a shareholder meeting is given, the Secretary shall prepare an alphabetical list of the shareholders who are entitled to vote at such shareholder meeting. The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address and number of shares held by each shareholder. The shareholders list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.

Section 8.Quorum.       Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum exists with respect to that matter. Unless the North Carolina Business Corporation Act provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group shall constitute a quorum of that voting group for action on that matter. If there is no quorum at the opening of a meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and,

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at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of the meeting unless a new record date is or must be set for the adjourned meeting.

Section 9.Proxies.       Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his duly authorized attorney-in-fact. A proxy is not valid after the expiration of eleven months from the date of its execution, unless the person executing it specifies therein some other period of time for which it is to continue in force, or limits its use to a particular meeting.

Section 10.Voting of Shares.       Unless the Articles of Incorporation provide otherwise, each outstanding share having voting rights with respect to a matter submitted to a vote at a meeting of shareholders shall be entitled to one vote on such matter. If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, a Bylaw adopted by the shareholders or the North Carolina Business Corporation Act requires a greater number of affirmative votes. Voting on all matters, except the election of directors, shall be by voice vote or by a show of hands, unless the holders of one-tenth of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.

Section 11.Informal Action by Shareholders.       Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon any such action at a meeting, and filed with the Secretary of the Corporation to be kept in the corporate minute book. Unless otherwise fixed in accordance with Section 6 above or the North Carolina Business Corporation Act, the record date for determining shareholders entitled to

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take action without a meeting is the date the first shareholder signs the consent. If the North Carolina Business Corporation Act requires that notice of the proposed action be given to nonvoting shareholders, written notice of the proposed action must be given to the nonvoting shareholders at least ten days before the action is taken by unanimous consent of the voting shareholders.

ARTICLE III

Directors

Section 1.General Powers.       The business and affairs of the Corporation shall be managed under the direction of the Board of Directors or under the direction of such committees as the Board may establish pursuant to these Bylaws.

Section 2.Number, Term, and Qualification.       The number of directors of the Corporation shall be one (1). Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

Section 3.Election of Directors.       Except as provided in Section 5 of this Article, the directors shall be elected at each annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, election of directors shall be by ballot.

Section 4.Removal.       A director may be removed from office with or without cause by a vote of shareholders only if the number of votes cast to remove such director exceeds the number of votes cast against removal. However, if the shareholders are entitled to vote cumulatively for the election of directors, an individual director may not be removed if the number of shares voting against the removal would be sufficient to elect such director if such shares were voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting. A director may not be removed by the shareholders at a meeting unless the notice of the meeting states that the purpose or one of the purposes of the meeting is

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removal of the director; provided, however, that a director may be removed by the unanimous written consent of the shareholders.

Section 5.Vacancies.       A vacancy occurring in the Board of Directors, including a vacancy created by an increase in the authorized number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by the sole remaining director. The shareholders may elect a director at any time to fill a vacancy not filled by the directors.

ARTICLE IV

Meetings of Directors

Section 1.Regular Meetings.       A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina for the holding of additional regular meetings.

Section 2.Special Meetings.       Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President, or any two directors. Such meetings may be held either within or without the State of North Carolina.

Section 3.Notice of Meetings.       Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication (including oral notice), provided that such notice need not specify the purpose for which the meeting is called. Attendance by a director at, or his participation in, a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 4.Presumption of Assent.       A director of the Corporation who is present at a meeting of the

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Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting or unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent or abstention with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstention shall not apply to a director who voted in favor of such action.

Section 5.Quorum.       A majority of the directors fixed by or pursuant to these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 6.Manner of Acting.       Except as otherwise provided in the Articles of Incorporation or in these Bylaws, if a quorum is present when the vote is taken, the act of a majority of the directors present shall be the act of the Board of Directors.

Section 7.Telephonic Meetings.       Unless otherwise restricted by the Articles of Incorporation, the Board of Directors may permit any or all of the directors to participate in a regular or special meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 8.Informal Action by Directors.       Action taken by a majority of the directors without a meeting is nevertheless Board action, if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. The action taken without a meeting shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

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ARTICLE V

Committees of the Board

Section 1.Creation.       The Board of Directors, by resolution adopted by a majority of the number of directors fixed by or pursuant to these Bylaws, may designate two or more directors to constitute an Executive Committee or other committees, each of which, to the extent authorized by law and provided in the resolution shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except as set forth in Section 6 of this Article V.

Section 2.Vacancy.       Any vacancy occurring in an Executive Committee or other committee shall be filled by a majority of the number of directors fixed by or pursuant to these Bylaws at a regular or special meeting of the Board of Directors.

Section 3.Removal.       Any member of an Executive Committee or other committee may be removed at any time, with or without cause, by a majority of the number of directors fixed by or pursuant to these Bylaws.

Section 4.Minutes.       The Executive Committee and any other committee shall keep regular minutes of its proceedings and report the same to the Board when required.

Section 5.Responsibility of Directors.       The designation of an Executive Committee or other committee and the delegation thereto of authority shall not alone operate to relieve the Board of Directors or any member thereof, of any responsibility or liability imposed upon it or him by law.

Section 6.Restrictions on Committees.       Neither the Executive Committee nor any other committee shall have the authority to (a) authorize distributions; (b) approve or propose to shareholders action that the North Carolina Business Corporation Act requires be approved by shareholders; (c) fill vacancies on the Board of Directors or on any of its committees; (d) amend the Articles of Incorporation; (e) adopt, amend or repeal Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method

8

prescribed by the Board of Directors; or (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except within limits specifically prescribed by the Board of Directors.

ARTICLE VI

Officers

Section 1.Number.       The Board of Directors may elect from its own number a Chairman of the Board, and shall elect a President, a Treasurer and a Secretary (who may or may not be directors); and it may elect or appoint from time to time such Vice Presidents and other or additional officers as in its opinion are desirable for the conduct of the business of the Corporation. The Board of Directors may by resolution empower any officer or officers of the Corporation to appoint from time to time such Vice Presidents and other or additional officers as in the opinion of the officer(s) so empowered by the Board are desirable for the conduct of the business of the Corporation. Any two or more offices may be held by the same person, but no individual may act in more than one capacity where action of two or more officers is required.

Section 2.Election and Term.       The officers of the Corporation shall be elected or appointed by the Board of Directors or appointed by an officer empowered by the Board in accordance with Section 1 above. Such elections by the Board of Directors may be held at any regular or special meeting of the Board. Each officer shall hold office for a period of one year or until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies.

Section 3.Removal.       Any officer or agent elected or appointed by the Board of Directors or appointed by an officer empowered by the Board may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.

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Section 4.Compensation.       The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 5.Chairman of the Board.       The Chairman of the Board shall be the chief executive officer of the Corporation, and shall preside at all meetings of the shareholders and of the Board of Directors. The Chairman of the Board shall have general and active supervision of the business of the Corporation. The Chairman of the Board shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 6.President.       The President shall be the chief operating officer of the Corporation. The President shall manage the regular business of the Corporation, and shall see that all orders of the Chairman of the Board and orders and resolutions of the Board of Directors are carried into effect. The President shall perform such other duties and have such other powers as the Board of Directors or the Chairman of the Board may from time to time prescribe.

Section 7.Vice Presidents.       In the absence or disability of the President or in the event of his death, inability or refusal to act, the Vice Presidents, in the order of their length of service as such, unless otherwise determined by the Board of Directors, shall perform the duties and exercise the powers of the President. In addition, the Vice President shall perform such other duties and have such other powers as the Board of Directors shall prescribe.

Section 8.Secretary and Assistant Secretary.       The Secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and directors. He shall give all notices required by law and by these Bylaws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix, or attest the affixing of, the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the Corporation and shall keep, at the registered or principal office of the Corporation, a record of the shareholders showing the name and address of each shareholder, and the number and class of the shares held by each. The Secretary shall

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keep or cause to be kept the following records of the Corporation at the principal office of the Corporation: (i) the Articles of Incorporation with all amendments thereto currently in effect; (ii) the Bylaws, as amended; (iii) minutes of all shareholder meetings and all shareholder written consents, in each case, for the immediately preceding three years; (iv) the names and business addresses of the current officers; (v) the most recent annual report delivered to the Secretary of State of North Carolina; (vi) any and all resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (vii) all written communications to shareholders generally within the past three years; and (viii) the financial statements required to be available to the shareholders for the past three years. The Secretary shall sign such instruments as may require his signature, and, in general, shall perform all duties as may be assigned to him from time to time by the Chairman of the Board, the President or by the Board of Directors. The Assistant Secretary shall render assistance to the Secretary in all the responsibilities hereinabove assigned.

Section 9.Treasurer and Assistant Treasurer.       The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose; he shall prepare or cause to be prepared annual financial statements of the Corporation, including a balance sheet as of the end of the fiscal year, an income statement for that year and a statement of cash flows for the year, and otherwise conforming to the requirements of §55-16-20 of the North Carolina General Statutes or any successor provision. The financial statements so prepared shall be kept available for inspection by any shareholder for a period of three years. The Treasurer shall mail the annual financial statements, or a written notice of their availability, to each shareholder within 120 days after the close of each fiscal year, and shall mail or otherwise deliver a copy of the

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latest such statement to any shareholder upon his written request therefor.

The Treasurer shall also prepare and file, or cause to be prepared and filed, all reports and returns required by Federal, State or local law and shall generally perform all other duties incident to his office and such other duties as may be assigned to him from time to time by the Chairman of the Board, the President or the Board of Directors. The Assistant Treasurer shall render assistance to the Treasurer in all the responsibilities hereinabove assigned.

Section 10.Bonds.       The Board of Directors may, by resolution, require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient securities, conditioned on faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VII

Contracts, Loans and Deposits

Section 1.Contracts.       The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2.Loans.       No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.Checks and Drafts.       All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4.Deposits.       All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such

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depositories as the Board of Directors shall direct.

ARTICLE VIII

Stock Certificates and Their Transfer

Section 1.Certificates for Shares.       Certificates representing shares of the Corporation shall be issued, in such form as the Board of Directors shall determine, to every shareholder for the fully paid shares owned by him. These certificates shall be signed by the Chairman of the Board, the President or the Vice President and the Secretary or Treasurer (or Assistant Secretary or Assistant Treasurer). They shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

Section 2.Transfer of Shares.       Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder thereof or by his duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.

Section 3.Lost Certificates.       The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

Section 4.Holder of Record.       The Corporation may treat as absolute owner of shares the persons in whose name the shares stand of record on its books,

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just as if that person has full competency, capacity and authority to exercise all rights of ownership, irrespective of any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relationship or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate, except that any person furnishing to the Corporation proof of his appointment as a fiduciary shall be treated as if he were a holder of record of its shares.

ARTICLE IX

General Provisions

Section 1.Distributions to Shareholders.       The Board of Directors may from time to time authorize, and the Corporation may make, distributions to its shareholders (including, without limitation, dividends and distributions involving acquisition of the Corporation’s shares) in the manner and upon the terms and conditions provided by law, and subject to the provisions of its Articles of Incorporation. If the Board of Directors does not fix the record date for determining shareholders entitled to a distribution, the record date shall be the date the Board of Directors authorizes the distribution; provided, that no record date is necessary for distributions involving the acquisition by the Corporation of its own shares from a specific shareholder or group of shareholders.

Section 2.Seal.       The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and North Carolina and in the center of which is inscribed “Corporate Seal.”

Section 3.Waiver of Notice.       Whenever any notice is required to be given to any shareholder or director under the provisions of the North Carolina Business Corporation Act or under the provisions of the Articles of Incorporation or Bylaws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice and delivered to the Corporation for inclusion in the minutes or filing in the corporate records, whether before or after the

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time stated therein, shall be equivalent to the giving of such notice.

Section 4.Fiscal Year.       The fiscal year of the Corporation shall be fixed by the Board of Directors.

Section 5.Amendments.       Except as otherwise provided herein, in the Articles of Incorporation or in the North Carolina Business Corporation Act, these Bylaws (including this Section 5) may be amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Directors. The Board of Directors shall have no power to amend or repeal any Bylaw, or to adopt any new Bylaw, which in either case has the effect of: (1) requiring the presence of more votes for a quorum of any voting group of shareholders than is required by law; (2) requiring more affirmative votes to constitute action on a particular matter by any voting group of shareholders than are required by law; (3) changing the size of the Board of Directors from a fixed number to a variable-range or vice versa, changing the range of a variable-range size board, or expanding the authority of the Board of Directors to otherwise increase, decrease or fix the number of directors; (4) classifying and staggering the election of directors; or (5) expanding the right(s) of directors to indemnification from the Corporation beyond the indemnification authorized or mandated under Sections 55-8-51 and 55-8-52, respectively, of the North Carolina General Statutes, unless such expansion meets one or more of the requirements of Section 55-8-31(a)(1), (2) and (3) of the North Carolina General Statutes.

No Bylaws adopted, amended or repealed by the shareholders may be readopted, amended or repealed by the Board of Directors unless the Articles of Incorporation or a Bylaw adopted by the shareholders authorizes the Board of Directors to adopt, amend or repeal that particular Bylaw or the Bylaws generally.

A Bylaw that fixes a greater quorum or voting requirement for the Board of Directors may be adopted, amended or repealed only in accordance with the provisions of § 55-10-22 of the North Carolina General Statutes.

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Section 6.Indemnification.       Any person who at any time serves or has served as a director, officer, employee or agent of the Corporation, or in such capacity at the request of the Corporation for any other foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or as trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit or proceeding.

To the extent permitted by law, expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified hereunder by the Corporation.

If a person claiming a right to indemnification under this Section obtains a non-appealable judgment against the Corporation requiring it to pay substantially all of the amount claimed, the claimant shall be entitled to recover from the Corporation the reasonable expense (including reasonable legal fees) of prosecuting the action against the Corporation to collect the claim.

Notwithstanding the foregoing provisions, the Corporation shall not indemnify or agree to indemnify any person against liability or litigation expense he may incur (i) on account of such person’s activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Corporation; or (ii) as a result of any improper benefit realized by such person.

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The Board of Directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him and giving notice to, and obtaining approval by, the shareholders of the Corporation.

Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this bylaw.

Unless otherwise provided herein, the indemnification extended to a person that has qualified for indemnification under the provisions of this Section 6 shall not be terminated when the person has ceased to be a director, officer, employee or agent for all causes of action against the indemnified party based on acts and events occurring prior to the termination of the relationship with the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

The rights granted herein shall not be limited by the provisions contained in Section 55-8-51 of the North Carolina General Statutes or any successor to such statute.

* * * * * * * * * * * * * * * * * * * *

THESE BYLAWS READ, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF FAMILY DOLLAR TRUCKING, INC. AS OF THE 26TH DAY OF JULY, 1991.

/s/ George R. Mahoney, Jr.

Secretary

CBS/2116

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EX-3.117

Exhibit 3.117

AMENDED AND RESTATED

ARTICLES OF ORGANIZATION

OF

FAMILY DOLLAR UTAH DC, LLC

In connection with the domestication of a foreign limited liability company to a domestic limited liability company under §13.1-1074 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, and that certain Plan of Domestication of Family Dollar Utah DC, LLC, the undersigned hereby sets forth the following:

1.The name of the Company is Family Dollar Utah DC, LLC.

2.The registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is CT Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

[Signature Page Follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Organization of Family Dollar Utah DC, LLC have been executed by its duly authorized officer as of the 23rd day of February, 2016.

FAMILY DOLLAR UTAH DC, LLC, a Utah limited liability company
	By: FAMILY DOLLAR STORES OF TEXAS, LLC, its Managing Member
		By: FAMILY DOLLAR HOLDINGS, INC., its Managing Member
		By:	/s/ Kevin Wampler
		Name: Kevin Wampler
		Title: Executive Vice President and Chief
		Financial Officer

EX-3.118

Exhibit 3.118

AMENDED AND RESTATED OPERATING AGREEMENT

OF

FAMILY DOLLAR UTAH DC, LLC

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

The Company was formed as a Utah limited liability company on April 24, 2012 and the Member and the Company entered into that certain Operating Agreement of the Company dated May 8, 2013 (the “Existing Operating Agreement”).

The Company was redomesticated as a Virginia limited liability company on February 23, 2016 pursuant to the filing of those certain Articles of Domestication of Family Dollar Utah DC, LLC with the Virginia State Corporation Commission.

The Company and the Member desire to amend and restate the Existing Operating Agreement as set forth in this Agreement.

ARTICLE I

DEFINITIONS

As used herein, the following terms shall have the following meanings:

“Act” means the Virginia Limited Liability Company Act, as may be amended from time to time.

“Articles” means the Amended and Restated Articles of Organization of the Company as filed with the Virginia State Corporation Commission, as the same may be amended or restated from time to time.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor provision.

“Company” has the meaning set forth in the first paragraph of this Agreement.

“Manager” means the person or entity designated in Section 6.1.

“Member” has the meaning set forth in the first paragraph of this Agreement, or any successor in interest or assign.

“Net Profits” and “Net Losses” of the Company mean the taxable income and net losses, respectively, of the Company, determined in accordance with the Code and applicable

1

Regulations; provided, however, the Member acknowledges that as a single member limited liability company, the Company’s existence, for tax purposes, shall be ignored. In the event that the determination of Net Profits and Net Losses must be determined in some manner other than as set forth in this definition by virtue of the method of accounting employed by the Manager, then Net Profits and Net Losses shall be determined accordingly.

“Organizer” means the organizer of the Company as defined in the Act.

“Regulations” means the regulations (including temporary regulations) of the United States Treasury Department pertaining to the income tax, as amended, and any successor provision.

ARTICLE II

REGISTERED AGENT; REGISTERED OFFICE; PRINCIPAL OFFICE

The registered agent of the Company and the registered office of the Company shall be as set forth in the Articles, or such other agent or place as may hereafter be designated by the Manager from time to time as provided by law. The Company’s principal office shall be 500 Volvo Parkway, Chesapeake, Virginia 23320, or at such place as the Manager may designate from time to time, and the Company shall maintain records there as required by the Act.

ARTICLE III

PURPOSES; TERM; ORGANIZER INDEMNIFICATION; STATUS

Section 3.1Purposes. Unless otherwise limited by the Company’s Articles, the business and purposes of the Company shall be to engage in any lawful business. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company, including without limitation those set forth in the Act.

Section 3.2Term of Company, Member. The term of the Company commenced on the date of filing of the Articles of Organization with the Utah Division of Corporations and Commercial Code in accordance with the provisions of the Utah Revised Limited Liability Company Act and shall continue on a perpetual basis unless dissolved pursuant to Article VII of this Agreement. Member is the initial Member of the Company and is the sole interest owner in the Company.

Section 3.3Organizer Indemnification. The Organizer’s acts and conduct in connection with the organization of the Company are hereby ratified and adopted by the Company as acts and conduct by and on behalf of the Company and are deemed to be in its best interest. The organizational and other activities for which the Organizer was responsible have been completed, the Organizer is relieved of any further duties and responsibilities in that regard, and the Company and the Member hereby agree to indemnify and hold harmless the Organizer for any loss, liability or expense arising from his or her actions or conduct in his or her capacity as organizer of the Company.

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Section 3.4Status of the Company. The Member acknowledges that, although the Company is a “limited liability company” under Virginia law, for federal and state income tax purposes (under applicable provisions of the Code and the Regulations), as long as the Member is the sole interest owner of the Company, its existence will be ignored and it will not be treated as a separate tax entity. Such treatment refers solely to the federal and state income tax treatment of the Company, and not to the state law status of the Company as a limited liability company. The Member and any other interest owner shall not be personally obligated to any third party for any debt, obligation or liability of the Company solely by reason of being a member of the Company.

ARTICLE IV

CAPITAL CONTRIBUTIONS AND MEMBERSHIP

The Member shall contribute to the Company such property as is necessary to conduct the Company’s operations. However, the Member shall have no duty to make capital contributions to the Company. The Manager shall cause any capital contribution to be recorded on the books and records of the Company.

ARTICLE V

ALLOCATION OF NET PROFITS AND NET LOSSES; DISTRIBUTIONS

Section 5.1Allocation of Net Profits and Net Losses. The Net Profits and Net Losses of the Company shall be allocated exclusively to the Member.

Section 5.2Distributions. Distributions of Company profits and other assets shall be made exclusively to the Member when and as determined by the Manager; provided, however, that the Company shall make no distributions to the extent that (a) immediately after the distribution, the Company’s liabilities would exceed the fair market value of its assets, or (b) the distribution would violate any agreement, note or other instrument to which the Company is a party.

ARTICLE VI

MANAGEMENT OF THE COMPANY

Section 6.1Decision-making Authority. The Manager, and, subject to Manager’s right to delegate in writing, only the Manager, shall have the right, power and authority to manage, direct and control all of the business and affairs of the Company, to transact business on behalf of the Company, to act as agent for the Company, to sign for the Company or on behalf of the Company or otherwise to bind the Company. The Manager shall have this authority to the fullest extent permitted by law. Family Dollar Stores of Texas, LLC has been Company’s initial and sole Manager and shall continue as Manager of the Company.

Section 6.2Officers. The Manager may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer and Secretary, to act on behalf of the Company with such power and authority as the Manager may delegate in writing to any such persons.

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ARTICLE VII

DISSOLUTION

Section 7.1Dissolution of the Company. The Company shall be dissolved, and shall terminate and wind up its affairs, upon the first to occur of the following:

(a)the determination by the Member to dissolve the Company;

(b)the entry of a decree of judicial dissolution under the Act; or

(c)an administrative dissolution under the Act.

Section 7.2Winding Up and Distribution of Assets.

(a)If the Company is dissolved, the Manager shall wind up the affairs of the Company. Upon the winding up of the Company, subject to the provisions of the Act, the Manager shall pay or make reasonable provision to pay all claims and obligations of the Company, including all costs and expenses of the liquidation and all contingent, conditional or unmatured claims and obligations that are known to the Manager but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision shall be made in full.

(b)Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following order, to the extent available:

(i)First, to the Company’s creditors, including the Member as creditor (to the extent permitted by law), in satisfaction of liabilities of the Company; and

(ii)Thereafter, to the Member.

ARTICLE VIII

MISCELLANEOUS

Section 8.1Governing Law and Jurisdiction. This Agreement, including its existence, validity, construction and operating effect, and the rights of the Member under the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without regard to principles of conflicts of laws).

Section 8.2Indemnification; Limitation of Liability.

(a)The Company shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, manager,

4

officer, employee, agent or Member of the Company, or is or was serving at the request of the Company as a director, governor, manager, officer, partner, trustee, employee, agent or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including service on a committee formed for any purpose (and, in each case, his or her heirs, executors and administrators), against all expense, liability and loss (including counsel fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably incurred or suffered by him or her in connection with such action, suit or proceeding, to the fullest extent permitted by applicable law, as in effect on the date hereof and as hereafter amended.  Such indemnification may include advances of his or her expenses in advance of final disposition of such action, suit or proceedings, subject to the provision of any applicable statute.

(b)The indemnification and advancement of expenses provisions of Section 8.2 shall not be exclusive of any other right which any person (and his or her heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Articles, provision of this Agreement, resolution adopted by the Manager, agreement, or insurance, purchased by the Company or otherwise, both as to action in his or her official capacity and as to action in another capacity.  The Company is hereby authorized to provide for indemnification and advancement of expenses as provided herein and to the fullest extent permitted by the Act.

(c)The Company may maintain insurance, at its expense, to protect itself and any individual who is or was a director, manager, Member, officer, employee or agent of the Company, or who, while a director, manager, Member, officer, employee or agent of the Company, is or was serving at the request of the Company’s Manager as a director, governor, manager, officer, partner, trustee, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Agreement or the Act.

(d)Any director, manager, Member, officer, employee or agent of the Company shall not be liable, accountable or responsible in damages or otherwise to the Company or any Member for any action taken or failure to act within the scope of the authority conferred on the director, manager, Member, officer, employee or agent of the Company by this Agreement or by law unless such action or omission was performed in bad faith, or constituted gross negligence, fraud, or a breach of his or her fiduciary duty.

(e)The provisions of this Section 8.2 shall survive any termination or expiration of this Agreement.

Section 8.3Amendments. This Agreement may only be amended, modified or supplemented in a writing executed by the Member. No other written or oral agreement, understanding, instrument or writing other than this Agreement or any amendment hereto shall constitute part of the operating agreement of the Company.

Section 8.4Binding Effect. The terms, conditions and provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, successors, distributees, legal representatives and permitted assigns. Provided, however, nothing

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in this Agreement, expressed or implied, is intended or shall be construed to give to any creditor of the Company or any creditor of the Member or any other person whatsoever, other than the Member and the Company, any legal or equitable right, remedy or claim under or in respect of this Agreement or any term, condition or provision herein contained, such terms, covenants and provisions are and shall be held to be for the sole and exclusive benefit of the Member and the Company.

[Signatures on following page]

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IN WITNESS WHEREOF, this Amended and Restated Operating Agreement of Family Dollar Utah DC, LLC is executed the day and year first above written.

MEMBER:
FAMILY DOLLAR STORES OF TEXAS, LLC,
a Virginia limited liability company
By:	FAMILY DOLLAR HOLDINGS,  INC., a North Carolina corporation, its Manager
	By:	/s/ Gary Philbin
		Gary Philbin, President and Chief Operating Officer
COMPANY:
FAMILY DOLLAR UTAH DC, LLC
By:	FAMILY DOLLAR STORES OF TEXAS, LLC, its Manager
By:	FAMILY DOLLAR HOLDINGS,  INC., a North Carolina corporation, its Manager
	By:	/s/ Gary Philbin
		Gary Philbin, President and Chief Operating Officer

EX-3.119

Exhibit 3.119

ARTICLES OF INCORPORATION

OF

FAMILY DOLLAR, INC.

The undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation pursuant to the provisions of Section 55-2-02 of the General Statutes of North Carolina, and to that end does hereby set forth the following:

ARTICLE I

The name of the corporation (the “Corporation”) is Family Dollar, Inc.

ARTICLE II

The class of shares, the par value per share and the aggregate number of shares of such class which the Corporation shall have authority to issue are as follows:

	No. of
Class	Shares	Par Value
Common	10,000	$	.10

ARTICLE III

The street address of the registered office of the corporation is 10401 Old Monroe Road, Mecklenburg County, Matthews, North Carolina 28105, and the mailing address of the registered office of the corporation is P.O. Box 1017, Mecklenburg County, Charlotte, North Carolina 28201-1017. The name of the registered agent is Leon Levine.

ARTICLE IV

The name and address of the incorporator are:

Nancy E. LeCroy

2500 Charlotte Plaza

Charlotte, North Carolina 28244

ARTICLE V

The duration of the Corporation shall be perpetual.

ARTICLE VI

The purpose of the Corporation shall be to engage in any lawful business or any lawful act or activity for which a corporation may be organized under Chapter 55 of the General Statutes of North Carolina.

ARTICLE VII

To the fullest extent permitted by the North Carolina Business Corporation Act as it exists or may hereafter be amended, persons acting as directors and/or incorporators of the Corporation shall not be liable to the Corporation or any of its shareholders for monetary damages for their activities performed in connection with the organization of the Corporation.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles this 14th day of November , 1997.

/s/ Nancy E. LeCroy

Nancy E. LeCroy, as Incorporator

Drawn by, return to:

Parker, Poe, Adams & Bernstein L.L.P.

2500 Charlotte Plaza

Charlotte, North Carolina 28244

Attn: Nancy E. LeCroy, Esq.

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EX-3.120

Exhibit 3.120

BYLAWS

OF

FAMILY DOLLAR, INC.

ARTICLE I

Offices

Section 1.Principal Office. The principal office of the Corporation shall be located in the Town of Matthews, Mecklenburg County, North Carolina, or at such other place as the Board of Directors shall determine from time to time.

Section 2.Registered Office. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

Section 3.Other Offices. The Corporation may have any number of additional offices, at such other places as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE II

Meetings of Shareholders

Section 1.Place of Meetings. All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina as shall be determined by the Board of Directors or agreed upon by a majority of the shareholders entitled to vote thereat and designated in the notice of the meeting.

Section 2.Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held at 10:00 a.m. on the second Monday in September if not a legal holiday, but if a legal holiday on the next business day for the purpose of electing directors of the Corporation and for the transaction of such other business as may be properly brought before the meeting.

Section 4.Special Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board, the Vice Chairman, the President, the Secretary, or the Board of Directors of the Corporation, or by any shareholder pursuant to written request of the holders of not less than one-tenth of all stock entitled to vote. Special meetings called by shareholders pursuant to this provision shall be held within thirty (30) days of the written request for the meeting by shareholders.

Section 5.Notice of Meetings. Written or printed notice stating the date, time and place of each meeting of shareholders shall be delivered not less than ten nor more than sixty days before the date thereof, either personally or by mail, by or at the direction of the Chairman of the Board, the Vice Chairman, the President, the Secretary or other person calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, that each shareholder, whether or not entitled to vote, shall be given notice of any meeting called for the purpose of approving a plan of merger or share exchange, a proposed sale of assets other than in the ordinary course of business, or the proposed dissolution of the Corporation.

In the case of an annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless it is a matter, other than the election of directors, on which the vote of shareholders is expressly required by the provisions of the North Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

When a meeting is adjourned, it is not necessary to give any notice of the adjourned meeting other than by announcement of the date, time and place of the adjourned meeting at the meeting at which the adjournment is taken, unless a new record date is or must be fixed under the provisions of the following Section 6. If a new record date is or must be so fixed, notice of the adjourned meeting must be given in accordance with this Section 5 to persons who are shareholders as of the new record date.

Section 6.Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof or determining shareholders entitled to take any other action, the Board of Directors may fix any future date as the record date provided that such date is not more than seventy days before the date set for the meeting or action. A

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new record date must be established if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

Section 7.Voting Lists. On or before the second business day after notice of a shareholder meeting is given, the Secretary shall prepare an alphabetical list of the shareholders who are entitled to vote at such shareholder meeting. The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address and number of shares held by each shareholder. The shareholders list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.

Section 8.Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum exists with respect to that matter. Unless the North Carolina Business Corporation Act, or the Corporation’s Articles of Incorporation provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group shall constitute a quorum of that voting group for action on that matter. If there is no quorum at the opening of a meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and, at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of the meeting unless a new record date is or must be set for the adjourned meeting.

Section 9.Proxies. Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his duly authorized attorney-in-fact. A telegram, telex, facsimile or other form of wire or wireless communication appearing to have been transmitted by a shareholder, or a photocopy or equivalent reproduction of a writing appointing one or more proxies shall be sufficient to authorize a vote by proxy under this Section. A proxy is not valid after the expiration of eleven months from the date of its execution, unless the person executing it specifies therein some other period of time for which it is to continue in force, or limits its use to a particular meeting.

Section 10.Voting of Shares. Unless the Articles of Incorporation provide otherwise, each outstanding share having voting rights with respect to a matter submitted to a vote at a meeting of shareholders shall be entitled to one vote on such matter. If a quorum exists, action on a matter (other than the election of directors) by a

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voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation, a Bylaw adopted by the shareholders or the North Carolina Business Corporation Act requires a greater number of affirmative votes. Voting on all matters, except the election of directors, shall be by voice vote or by a show of hands, unless the holders of one-tenth of the shares represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.

Section 11.Informal Action by Shareholders. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote upon any such action at a meeting, and filed with the Secretary of the Corporation to be kept in the corporate minute book. Unless otherwise fixed in accordance with Section 6 above or the North Carolina Business Corporation Act, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent. If the North Carolina Business Corporation Act requires that notice of the proposed action be given to nonvoting shareholders, written notice of the proposed action must be given to the nonvoting shareholders at least ten days before the action is taken by unanimous consent of the voting shareholders.

ARTICLE III

Directors

Section 1.General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors or under the direction of such committees as the Board may establish pursuant to these Bylaws.

Section 2.Number, Term, and Qualification. The number of directors of the Corporation shall be one (1). Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies. Directors need not be resident of the State of North Carolina or shareholders of the Corporation.

Section 3.Election of Directors. Except as provided in Section 5 of this Article, the directors shall be elected at each annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, election of directors shall be by ballot.

Section 4.Removal. A Director may be removed from office with or without cause by a vote of shareholders only if the number of votes cast to remove such director

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exceeds the number of votes cast against removal. However, if the shareholders are entitled to vote cumulatively for the election of directors, an individual director may not be removed if the number of shares voting against the removal would be sufficient to elect such director if such shares were voted cumulatively at an annual election. Notwithstanding the foregoing, the entire Board of Directors may be removed from office by a vote of the shareholders if the number of votes cast to remove the entire Board of Directors exceeds the number of votes cast against removal. If any directors are so removed, new directors may be elected at the same meeting. A director may not be removed by the shareholders at a meeting unless the notice of the meeting states that the purpose or one of the purposes of the meeting is removal of the director; provided, however, that a director may be removed by the unanimous written consent of the shareholders.

Section 5.Vacancies. A vacancy occurring in the Board of Directors, including without limitation a vacancy created by an increase in the authorized number of directors or the failure by the shareholders to elect the full authorized number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by the sole remaining director. The shareholders may elect a director at any time to fill a vacancy not filled by the directors.

ARTICLE IV

Meetings of Directors

Section 1.Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

Section 2.Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Vice Chairman, the President, or any two directors. Such meetings may be held either within or without the State of North Carolina.

Section 3.Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication (including oral notice), provided that such notice need not specify the purpose for which the meeting is called. Attendance by a director at, or his participation in, a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the

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meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 4.Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting or unless his contrary vote is recorded or his dissent or abstention is otherwise entered in the minutes of the meeting or unless he shall file his written dissent or abstention with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstention shall not apply to a director who voted in favor of such action.

Section 5.Quorum. A majority of the number of directors fixed by or pursuant to these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, of if no number is so fixed, a majority of directors in office immediately before the meeting begins shall constitute a quorum.

Section 6.Manner of Acting. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, if a quorum is present when the vote is taken, the act of a majority of the directors present shall be the act of the Board of Directors.

Section 7.Telephonic Meetings. Unless otherwise restricted by the Articles of Incorporation, the Board of Directors may permit any or all of the directors to participate in a regular or special meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 8.Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action, if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. The action taken without a meeting shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

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ARTICLE V

Committees of the Board

Section 1.Creation. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by or pursuant to these Bylaws, may designate two or more directors to constitute an Executive Committee or other committees, each of which, to the extent authorized by law and provided in the resolution shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation, except as set forth in Section 6 of this Article V.

Section 2.Vacancy. Any vacancy occurring in an Executive Committee or other committee shall be filled by a majority of the number of directors fixed by or pursuant to these Bylaws at a regular or special meeting of or by written consent of the Board of Directors, or if no number is so fixed, by a majority of directors in office immediately before the meeting begins.

Section 3.Removal. Any member of an Executive Committee or other committee may be removed at any time, with or without cause, by a majority of the number of directors fixed by or pursuant to these Bylaws at a regular or special meeting of or by written consent of the Board of Directors, or if no number is so fixed, by a majority of the directors in office immediately before the meeting begins.

Section 4.Minutes. The Executive Committee and any other committee shall keep regular minutes of its proceedings and report the same to the Board when required.

Section 5.Responsibility of Directors. The designation of an Executive Committee or other committee and the delegation thereto of authority shall not alone operate to relieve the Board of Directors or any member thereof, of any responsibility or liability imposed upon it or him by law.

Section 6.Restrictions on Committees. Neither the Executive Committee nor any other committee shall have the authority to (a) authorize distributions; (b) approve or propose to shareholders action that the North Carolina Business Corporation Act requires be approved by shareholders; (c) fill vacancies on the Board of Directors or on any of its committees; (d) amend the Articles of Incorporation; (e) adopt, amend or repeal Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a

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class or series of shares, except within limits specifically prescribed by the Board of Directors.

ARTICLE VI

Officers

Section 1.Number. The Board of Directors may elect from its own number a Chairman of the Board, and shall elect a President, a Treasurer and a Secretary (who may or may not be directors); and it may elect or appoint from time to time a Vice Chairman, a Controller and such Vice Presidents and other or additional officers as in its opinion are desirable for the conduct of the business of the Corporation. The Board of Directors may by resolution empower any officer or officers of the Corporation to appoint from time to time such Vice Presidents and other or additional officers as in the opinion of the officer(s) so empowered by the Board are desirable for the conduct of the business of the Corporation. Any two or more offices may be held by the same person, but no individual may act in more than one capacity where action of two or more officers is required.

Section 2.Election and Term. The officers of the Corporation shall be elected or appointed by the Board of Directors or appointed by an officer empowered by the Board in accordance with Section 1 above. Such elections by the Board of Directors may be held at any regular or special meeting of the Board. Each officer shall hold office for a period of one year or until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies.

Section 3.Removal. Any officer or agent elected or appointed by the Board of Directors or appointed by an officer empowered by the Board may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.

Section 4.Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 5.Chairman of the Board. The Chairman of the Board of Directors, if elected, or, failing his election, the President, shall preside at all meetings of the Board of Directors and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws.

Section 6.Vice Chairman. The Vice Chairman shall be the chief administrative officer of the Corporation and shall see that all orders of the Chairman of the Board and the orders and resolutions of the Board of Directors are carried into effect. The Vice Chairman shall perform such other duties and have such other powers

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and responsibilities as the Board of Directors or the Chairman of the Board may from time to time prescribe.

Section 7.President. The President shall be the principal executive officer of the Corporation and, subject to the control and direction of the Board of Directors, shall supervise and control the management of the Corporation. He shall preside at all meetings of the directors in the absence of the Chairman of the Board and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Chairman of the Board or by the Board of Directors from time to time.

Section 8.Vice Presidents. In the absence or disability of the President or in the event of his death, inability or refusal to act, the Vice Presidents, in the order of their length of service as such, unless otherwise determined by the Board of Directors, shall perform the duties and exercise the powers of the President. In addition, the Vice President shall perform such other duties and have such other powers as the Board of Directors shall prescribe.

Section 9.Secretary and Assistant Secretary. The Secretary shall keep as permanent records minutes of all meetings of its incorporators, shareholders and directors, a record of all actions taken by the shareholders or directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board and on behalf of the Corporation. He shall give all notices required by law and by these Bylaws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix, or attest the affixing of, the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the Corporation and shall keep, at the registered or principal office of the Corporation, a record of the shareholders showing the name and address of each shareholder, and the number and class of the shares held by each. The Secretary shall keep or cause to be kept the following records of the Corporation at the principal office of the Corporation: (i) the Articles of Incorporation with all amendments thereto currently in effect; (ii) the Bylaws, as amended; (iii) minutes of all shareholder meetings and all shareholder written consents, in each case, for the immediately preceding three years; (iv) the names and business addresses of the current officers and directors; (v) the most recent annual report delivered to the Secretary of State of North Carolina; (vi) any and all resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (vii) all written communications to shareholders generally within the past three years; (viii) the financial statements required to be available to the shareholders for the past three years; and any other records required by §55-16-01 of the North Carolina General Statutes or any successor provision. The Secretary

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shall sign such instruments as may require his signature, and, in general, shall perform all duties as may be assigned to him from time to time by the Chairman of the Board, the President or by the Board of Directors. The Assistant Secretary shall render assistance to the Secretary in all the responsibilities hereinabove assigned.

Section 10.Treasurer and Assistant Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose; he shall prepare or cause to be prepared annual financial statements of the Corporation, including a balance sheet as of the end of the fiscal year, an income statement for that year and a statement of cash flows for the year, and otherwise conforming to the requirements of §55-16-20 of the North Carolina General Statutes or any successor provision. The financial statements so prepared shall be kept available for inspection by any shareholder for a period of three years. The Treasurer shall mail the annual financial statements, or a written notice of their availability, to each shareholder within 120 days after the close of each fiscal year, and shall mail

or otherwise deliver a copy of the latest such statement to any shareholder upon his written request therefor.

The Treasurer shall also prepare and file, or cause to be prepared and filed, all reports and returns required by Federal, State or local law and shall generally perform all other duties incident to his office and such other duties as may be assigned to him from time to time by the Chairman of the Board, the President or the Board of Directors. The Assistant Treasurer shall render assistance to the Treasurer in all the responsibilities hereinabove assigned.

Section 11.Bonds.  The Board of Directors may, by resolution, require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient securities, conditioned on faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VII

Contracts, Loans and Deposits

Section 1.Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

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Section 2.Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4.Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors shall direct.

ARTICLE VIII

Stock Certificates and Their Transfer

Section 1.Certificates for Shares. Certificates representing shares of the Corporation shall be issued, in such form as the Board of Directors shall determine, to every shareholder for the fully paid shares owned by him. These certificates shall bear the corporate seal and shall be signed by the Chairman of the Board, the Vice Chairman, the President or the Vice President and the Secretary or Treasurer (or Assistant Secretary or Assistant Treasurer). These certificates shall also state the name of the issuing corporation and that it is organized under the law of North Carolina, the name of the person to whom it is issued, and the number and class of shares and the designation of the series, if any, the certificate represents. If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations and rights, preferences, and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) shall be summarized on the front or back of each certificate, or each certificate shall state that the corporation will furnish the shareholder such information in writing and without charge. The certificates shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

Section 2.Transfer of Shares. Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder thereof or by his duly authorized agent, transferee or legal representative. All certificates surrendered for transfer

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shall be canceled before new certificates for the transferred shares shall be issued.

Section 3.Lost Certificates. The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

Section 4.Holder of Record. The Corporation may treat as absolute owner of shares the persons in whose name the shares stand of record on its books, just as if that person has full competency, capacity and authority to exercise all rights of ownership, irrespective of any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relationship or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate, except that any person furnishing to the Corporation proof of his appointment as a fiduciary shall be treated as if he were a holder of record of its shares.

ARTICLE IX

General Provisions

Section 1.Distributions to Shareholders. The Board of Directors may from time to time authorize, and the Corporation may make, distributions to its shareholders (including, without limitation, dividends and distributions involving acquisition of the Corporation’s shares) in the manner and upon the terms and conditions provided by law, and subject to the provisions of its Articles of Incorporation. If the Board of Directors does not fix the record date for determining shareholders entitled to a distribution, the record date shall be the date the Board of Directors authorizes the distribution; provided, that no record date is necessary for distributions involving the acquisition by the Corporation of its own shares from a specific shareholder or group of shareholders.

Section 2.Seal. The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and North Carolina and in the center of which is inscribed “Corporate Seal.”

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Section 3.Waiver of Notice. Whenever any notice is required to be given to any shareholder or director under the provisions of the North Carolina Business Corporation Act or under the provisions of the Articles of Incorporation or Bylaws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice and delivered to the Corporation for inclusion in the minutes or filing in the corporate records, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 4.              Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

Section 5.Amendments. Except as otherwise provided herein, in the Articles of Incorporation or in the North Carolina Business Corporation Act, these Bylaws (including this Section 5) may be amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Directors. The Board of Directors shall have no power to amend or repeal any Bylaw, or to adopt any new Bylaw, which in either case has the effect of: (1) requiring the presence of more votes for a quorum of any voting group of shareholders than is required by law; (2) requiring more affirmative votes to constitute action on a particular matter by any voting group of shareholders than are required by law; (3) changing the size of the Board of Directors from a fixed number to a variable-range or vice versa, changing the range of a variable-range size board, or expanding the authority of the Board of Directors to otherwise increase, decrease or fix the number of directors; (4) classifying and staggering the election of directors; or (5) expanding the right(s) of directors to indemnification from the Corporation beyond the indemnification authorized or mandated under Sections 55-8-51 and 55-8-52, respectively, of the North Carolina General Statutes, unless such expansion meets one or more of the requirements of Section 55-8-31(a)(1), (2) and (3) of the North Carolina General Statutes.

No Bylaws adopted, amended or repealed by the shareholders may be readopted, amended or repealed by the Board of Directors unless the Articles of Incorporation or a Bylaw adopted by the shareholders authorizes the Board of Directors to adopt, amend or repeal that particular Bylaw or the Bylaws generally.

A Bylaw that fixes a greater quorum or voting requirement for the Board of Directors may be adopted, amended or repealed only in accordance with the provisions of § 55-10-22 of the North Carolina General Statutes.

Section 6.Indemnification. Any person who at any time serves or has served as a director or officer of the Corporation, or in such capacity at the request of the Corporation for any other foreign or domestic corporation, partnership, joint

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venture, trust or other enterprise, or as trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) reasonable expense, including attorneys’ fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit or proceeding. Additionally, the Corporation may from time to time on an individual basis, and in the sole discretion of the Board of Directors, extend the foregoing rights to indemnification to employees or agents of the Corporation.

To the extent permitted by law, expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified hereunder by the Corporation.

If a person claiming a right to indemnification under this Section obtains a non-appealable judgment against the Corporation requiring it to pay substantially all of the amount claimed, the claimant shall be entitled to recover from the Corporation the reasonable expense (including reasonable legal fees) of prosecuting the action against the Corporation to collect the claim.

Notwithstanding the foregoing provisions, the Corporation shall not indemnify or agree to indemnify any person against liability or litigation expense he may incur (i) on account of such person’s activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Corporation; or (ii) as a result of any improper benefit realized by such person.

The Board of Directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required and/or permitted by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnify due him and giving notice to, and obtaining approval by, the shareholders of the Corporation.

Any person who at any time after the adoption of this bylaw serves or has served as a director or officer of or on behalf of the Corporation shall be

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deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this bylaw.

Unless otherwise provided herein, the indemnification extended to a person who has qualified for or been permitted indemnification under the provisions of this Section 6 shall not be terminated when the person has ceased to be a director, officer, employee or agent for all causes of action against the indemnified party based on acts and events occurring prior to the termination of the relationship with the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

The rights granted herein shall not be limited by the provisions contained in Section 55-8-51 of the North Carolina General Statutes or any successor to such statute.

Section 7.Counterpart Execution; Facsimile Execution. Any documents contemplated by or required under these Bylaws may be executed in any number of counterparts with the same effect as if all of the required signatories had signed the same document. Such executions may be transmitted to the Corporation and any other parties hereto by facsimile and such facsimile execution shall have the full force and effect of original signature. All fully executed counterparts, whether original executions or facsimile executions or a combination, shall be construed together and shall constitute one and the same agreement.

* * * * * * * * * * * * * * * * * * * *

THESE BYLAWS WERE READ, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF FAMILY DOLLAR, INC. AS OF THE 24th DAY OF OCTOBER, 2011.

/s/ James C. Snyder, Jr.

James C. Snyder, Jr.

Secretary

EX-3.121

Exhibit 3.121

AMENDED AND RESTATED

ARTICLES OF ORGANIZATION

OF

FD BEACH BLVD, LLC

In connection with the domestication of a foreign limited liability company to a domestic limited liability company under §13.1-1074 of Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, and that certain Plan of Domestication and Conversion of FD Beach Blvd, LLC, the undersigned hereby sets forth the following:

1.The name of the Company is FD Beach Blvd, LLC.

2.The registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is CT Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, Virginia 23320.

4.To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

[Signature Page Follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Organization of FD Beach Blvd, LLC have been executed as of the 23rd day of February, 2016.

FD BEACH BLVD, LLC
By: FAMILY DOLLAR STORES OF FLORIDA, LLC, its Managing Member
By:	/s/ Kevin Wampler
Name:	Kevin Wampler
Title:	Executive Vice President and Chief
	Financial Officer

EX-3.122

Exhibit 3.122

AMENDED AND RESTATED OPERATING AGREEMENT

OF

FD BEACH BLVD, LLC

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:

The Company was formed as a Florida limited liability company on April 18, 2012 and the Member and the Company entered into that certain Operating Agreement of the Company dated April 18, 2012 (the “Existing Operating Agreement”).

The Company was redomesticated as a Virginia limited liability company on February 23, 2016 pursuant to the filing of those certain Articles of Domestication of FD Beach Blvd, LLC with the Virginia State Corporation Commission.

The Company and the Member desire to amend and restate the Existing Operating Agreement as set forth in this Agreement.

ARTICLE I

DEFINITIONS

As used herein, the following terms shall have the following meanings:

“Act” means the Virginia Limited Liability Company Act, as may be amended from time to time.

“Articles” means the Amended and Restated Articles of Organization of the Company as filed with the Virginia State Corporation Commission, as the same may be amended or restated from time to time.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor provision.

“Company” has the meaning set forth in the first paragraph of this Agreement.

“Manager” means the person or entity designated in Section 6.1.

“Member” has the meaning set forth in the first paragraph of this Agreement, or any successor in interest or assign.

“Net Profits” and “Net Losses” of the Company mean the taxable income and net losses, respectively, of the Company, determined in accordance with the Code and applicable

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Regulations; provided, however, the Member acknowledges that as a single member limited liability company, the Company’s existence, for tax purposes, shall be ignored. In the event that the determination of Net Profits and Net Losses must be determined in some manner other than as set forth in this definition by virtue of the method of accounting employed by the Manager, then Net Profits and Net Losses shall be determined accordingly.

“Organizer” means the organizer of the Company as defined in the Act.

“Regulations” means the regulations (including temporary regulations) of the United States Treasury Department pertaining to the income tax, as amended, and any successor provision.

ARTICLE II

REGISTERED AGENT; REGISTERED OFFICE; PRINCIPAL OFFICE

The registered agent of the Company and the registered office of the Company shall be as set forth in the Articles, or such other agent or place as may hereafter be designated by the Manager from time to time as provided by law. The Company’s principal office shall be 500 Volvo Parkway, Chesapeake, Virginia 23320, or at such place as the Manager may designate from time to time, and the Company shall maintain records there as required by the Act.

ARTICLE III

PURPOSES; TERM; ORGANIZER INDEMNIFICATION; STATUS

Section 3.1Purposes. Unless otherwise limited by the Company’s Articles, the business and purposes of the Company shall be to engage in any lawful business. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company, including without limitation those set forth in the Act.

Section 3.2Term of Company, Member. The term of the Company commenced on the date of filing of the Articles of Organization with the Department of State of Florida in accordance with the provisions of the Florida Limited Liability Company Act and shall continue on a perpetual basis unless dissolved pursuant to Article VII of this Agreement. Member is the initial Member of the Company and is the sole interest owner in the Company.

Section 3.3Organizer Indemnification. The Organizer’s acts and conduct in connection with the organization of the Company are hereby ratified and adopted by the Company as acts and conduct by and on behalf of the Company and are deemed to be in its best interest. The organizational and other activities for which the Organizer was responsible have been completed, the Organizer is relieved of any further duties and responsibilities in that regard, and the Company and the Member hereby agree to indemnify and hold harmless the Organizer for any loss, liability or expense arising from his or her actions or conduct in his or her capacity as organizer of the Company.

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Section 3.4Status of the Company. The Member acknowledges that, although the Company is a “limited liability company” under Virginia law, for federal and state income tax purposes (under applicable provisions of the Code and the Regulations), as long as the Member is the sole interest owner of the Company, its existence will be ignored and it will not be treated as a separate tax entity. Such treatment refers solely to the federal and state income tax treatment of the Company, and not to the state law status of the Company as a limited liability company. The Member and any other interest owner shall not be personally obligated to any third party for any debt, obligation or liability of the Company solely by reason of being a member of the Company.

ARTICLE IV

CAPITAL CONTRIBUTIONS AND MEMBERSHIP

The Member shall contribute to the Company such property as is necessary to conduct the Company’s operations. However, the Member shall have no duty to make capital contributions to the Company. The Manager shall cause any capital contribution to be recorded on the books and records of the Company.

ARTICLE V

ALLOCATION OF NET PROFITS AND NET LOSSES; DISTRIBUTIONS

Section 5.1Allocation of Net Profits and Net Losses. The Net Profits and Net Losses of the Company shall be allocated exclusively to the Member.

Section 5.2Distributions. Distributions of Company profits and other assets shall be made exclusively to the Member when and as determined by the Manager; provided, however, that the Company shall make no distributions to the extent that (a) immediately after the distribution, the Company’s liabilities would exceed the fair market value of its assets, or (b) the distribution would violate any agreement, note or other instrument to which the Company is a party.

ARTICLE VI

MANAGEMENT OF THE COMPANY

Section 6.1Decision-making Authority. The Manager, and, subject to Manager’s right to delegate in writing, only the Manager, shall have the right, power and authority to manage, direct and control all of the business and affairs of the Company, to transact business on behalf of the Company, to act as agent for the Company, to sign for the Company or on behalf of the Company or otherwise to bind the Company. The Manager shall have this authority to the fullest extent permitted by law. Family Dollar Stores of Texas, LLC has been Company’s initial and sole Manager and shall continue as Manager of the Company.

Section 6.2Officers. The Manager may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer and Secretary, to act on behalf of the Company with such power and authority as the Manager may delegate in writing to any such persons.

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ARTICLE VII

DISSOLUTION

Section 7.1Dissolution of the Company. The Company shall be dissolved, and shall terminate and wind up its affairs, upon the first to occur of the following:

(a)the determination by the Member to dissolve the Company;

(b)the entry of a decree of judicial dissolution under the Act; or

(c)an administrative dissolution under the Act.

Section 7.2Winding Up and Distribution of Assets.

(a)If the Company is dissolved, the Manager shall wind up the affairs of the Company. Upon the winding up of the Company, subject to the provisions of the Act, the Manager shall pay or make reasonable provision to pay all claims and obligations of the Company, including all costs and expenses of the liquidation and all contingent, conditional or unmatured claims and obligations that are known to the Manager but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision shall be made in full.

(b)Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following order, to the extent available:

(i)First, to the Company’s creditors, including the Member as creditor (to the extent permitted by law), in satisfaction of liabilities of the Company; and

(ii)Thereafter, to the Member.

ARTICLE VIII

MISCELLANEOUS

Section 8.1Governing Law and Jurisdiction. This Agreement, including its existence, validity, construction and operating effect, and the rights of the Member under the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without regard to principles of conflicts of laws).

Section 8.2Indemnification; Limitation of Liability.

(a)The Company shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, manager,

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officer, employee, agent or Member of the Company, or is or was serving at the request of the Company as a director, governor, manager, officer, partner, trustee, employee, agent or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including service on a committee formed for any purpose (and, in each case, his or her heirs, executors and administrators), against all expense, liability and loss (including counsel fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably incurred or suffered by him or her in connection with such action, suit or proceeding, to the fullest extent permitted by applicable law, as in effect on the date hereof and as hereafter amended.  Such indemnification may include advances of his or her expenses in advance of final disposition of such action, suit or proceedings, subject to the provision of any applicable statute.

(b)The indemnification and advancement of expenses provisions of Section 8.2 shall not be exclusive of any other right which any person (and his or her heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Articles, provision of this Agreement, resolution adopted by the Manager, agreement, or insurance, purchased by the Company or otherwise, both as to action in his or her official capacity and as to action in another capacity.  The Company is hereby authorized to provide for indemnification and advancement of expenses as provided herein and to the fullest extent permitted by the Act.

(c)The Company may maintain insurance, at its expense, to protect itself and any individual who is or was a director, manager, Member, officer, employee or agent of the Company, or who, while a director, manager, Member, officer, employee or agent of the Company, is or was serving at the request of the Company’s Manager as a director, governor, manager, officer, partner, trustee, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Agreement or the Act.

(d)Any director, manager, Member, officer, employee or agent of the Company shall not be liable, accountable or responsible in damages or otherwise to the Company or any Member for any action taken or failure to act within the scope of the authority conferred on the director, manager, Member, officer, employee or agent of the Company by this Agreement or by law unless such action or omission was performed in bad faith, or constituted gross negligence, fraud, or a breach of his or her fiduciary duty.

(e)The provisions of this Section 8.2 shall survive any termination or expiration of this Agreement.

Section 8.3Amendments. This Agreement may only be amended, modified or supplemented in a writing executed by the Member. No other written or oral agreement, understanding, instrument or writing other than this Agreement or any amendment hereto shall constitute part of the operating agreement of the Company.

Section 8.4Binding Effect. The terms, conditions and provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, successors, distributees, legal representatives and permitted assigns. Provided, however, nothing

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in this Agreement, expressed or implied, is intended or shall be construed to give to any creditor of the Company or any creditor of the Member or any other person whatsoever, other than the Member and the Company, any legal or equitable right, remedy or claim under or in respect of this Agreement or any term, condition or provision herein contained, such terms, covenants and provisions are and shall be held to be for the sole and exclusive benefit of the Member and the Company.

[Signatures on following page]

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IN WITNESS WHEREOF, this Amended and Restated Operating Agreement FD Beach Blvd, LLC is executed the day and year first above written.

MEMBER:
FAMILY DOLLAR STORES OF FLORIDA, LLC,
a Virginia limited liability company
By:	/s/ Gary Philbin
	Gary Philbin, Chief Operating Officer
COMPANY:
FD BEACH BLVD, LLC, a Virginia limited
liability company
By:		FAMILY DOLLAR STORES OF FLORIDA, LLC, its Manager
		By:	/s/ Gary Philbin
			Gary Philbin, Chief Operating Officer

EX-3.123

Exhibit 3.123

ARTICLES OF ORGANIZATION

OF

FD RETAIL PROPERTIES, LLC

To form a limited liability company under Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Code”), the undersigned sets forth the following:

1.             The name of the Company is FD Retail Properties, LLC.

2.             The initial registered office of the Company is in the County of Henrico, Virginia, and its post office address is 4701 Cox Road, Suite 285, Glen Allen, VA, 23060-6802.  The name of its initial registered agent is CT Corporation System, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth of Virginia, and whose business address is the same as the address of the initial registered office of the Company.

3.             The post office address of the principal office where the records will be maintained pursuant to Code §13.1-1028 is 500 Volvo Parkway, Chesapeake, VA 23320.

4.             To the fullest extent permitted by the Virginia Code, as it now exists or may be later amended, in any proceeding brought by or in the right of the limited liability company or brought by or on behalf of members of the limited liability company, no manager or member of the Company shall be liable for any amount of monetary damages to the Company or its managers or members arising out of a single transaction, occurrence or course of conduct.  The liability of a manager or member shall not be limited as provided in this paragraph, if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

SIGNED this 19th day of January, 2016.

/s/ Meagan J. Thomasson

Meagan J. Thomasson, Esq., Organizer

EX-3.124

Exhibit 3.124

OPERATING AGREEMENT

OF

FD RETAIL PROPERTIES, LLC

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”).

1.Formation of the Company.  The Member has formed a limited liability company under the Virginia Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which were filed with the Virginia State Corporation Commission of the Commonwealth of Virginia on January 20, 2016.

2.Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “FD Retail Properties, LLC” or such other name as the Member may from time to time hereafter designate.

3.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.Principal Place of Business; Registered Agent and Registered Office.

(a)The principal office of the Company shall be 500 Volvo Parkway, Chesapeake, VA, 23320, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the Commonwealth of Virginia as the Member may designate from time to time.

(b)The name of the Company’s registered agent and address of the Company’s registered office in the Commonwealth of Virginia shall be C T Corporation System, 4701 Cox Road, Suite 285, Glen Allen, VA 23060-6802.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.Capital Contributions.  The capital contribution of the Member to the Company, if any, shall be as set forth on Schedule 1.  The Member shall not be obligated to make any capital contributions to the Company but may, in its sole discretion, make capital contributions to the Company from time to time.  Schedule I may be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.Management of the Company.

(a)Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Meagan J. Thomasson, Esq., as an authorized agent, in connection with the filing of the Articles with the Virginia State Corporation Commission of the Commonwealth of Virginia.  This authorization terminated on the filing of the Articles.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each Authorized Agent of the Company is hereby appointed an officer of the Company in the same capacity as such person has with the Member.

(a)All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)An Authorized Agent or officer shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the Virginia State Corporation Commission of the Commonwealth of Virginia.  An Authorized Agent or officer shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or

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restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.Administrative Matters.

(a)The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)The Member’s Membership Interest shall be uncertificated.

13.Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless  the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a  Member, officer, Authorized Agent or employee of the Company.

14.Dissolution.

(a)Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)the written consent of the Member to such effect; or

(ii)any event requiring dissolution under the Act.

(b)Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate

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of cancellation with the Virginia State Corporation Commission, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member was entitled to vote thereon and was present and voted.

16.Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia.

19.Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

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IN WITNESS WHEREOF, the undersigned Member has duly executed this Operating Agreement of FD Retail Properties, LLC as of January 20, 2016.

FAMILY DOLLAR STORES, INC.
By:	/s/ Kevin Wampler
	Name:	Kevin Wampler
	Title:	Executive Vice President — Chief Financial Officer

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$0.00

EX-3.125

Exhibit 3.125

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

First: The name of the corporation is: FD Spinco II, Inc.

Second: Its registered office in the State of Delaware is 1209 Orange Street, County Of New Castle, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Fourth: The amount of the stock this corporation is authorized to issue is 1,000 shares without par value.

Fifth: The name and mailing address of the incorporator are as follows:

Phillip B. Kennedy, Esquire

Williams Mullen

301 Fayetteville Street, Suite 1700

Raleigh, North Carolina 27601

Sixth: Unless and except to the extent that the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

Seventh: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized to make, after and repeal the by-laws of the corporation, subject to the power of the stockholders of the corporation to alter or repeal any by-law whether adopted by them or otherwise.

Eighth: To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of or repeal of the foregoing sentence shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, modification or repeal.

Ninth: This Certificate of Incorporation shall be effective upon filing.

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 20th day of January, 2016.

By:	/s/ Phillip B. Kennedy
	Phillip B. Kennedy, Incorporator

EX-3.126

Exhibit 3.126

BY-LAWS OF

FD SPINCO II, INC.

ARTICLE I
OFFICES

Section 1.01Offices. The address of the registered office of FD Spinco II, Inc. (hereinafter called the “Corporation”) in the State of Delaware shall be at 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

Section 1.02Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

ARTICLE II
MEETINGS OF THE STOCKHOLDERS

Section 2.01Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

Section 2.02Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.

Section 2.03Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors and may not be called by any other person or persons. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

Section 2.04Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at

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the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Section 2.05Notice of Meetings. Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the books of the Corporation.  Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings may be given to stockholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 2.06List of Stockholders. The officer of the Corporation who has charge of the stock ledger shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder at least ten days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, at the principal place of business of the Corporation for a period of at least ten days before the meeting. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section 2.07Quorum. Unless otherwise required by law, the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) or these by-laws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the

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meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.08Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the chairman of the Board of Directors, or in his or her absence or inability to act, the President, or, in his or her absence or inability to act, the person whom the President shall appoint, shall act as chairman of, and preside at, the meeting. The secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

Section 2.09Voting; Proxies. Unless otherwise required by law or the Certificate of Incorporation the election of directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election. Unless otherwise required by law, the Certificate of Incorporation or these by-laws, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.  Voting at meetings of stockholders need not be by written ballot.

Section 2.10Inspectors at Meetings of Stockholders. The Board of Directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act, except that no person who is a candidate for office at an election may serve as an inspector at such election. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.

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Section 2.11Written Consent of Stockholders Without a Meeting. Any action to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those stockholders who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

Section 2.12Fixing the Record Date.

(a)In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a

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record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting: (i) when no prior action by the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery (by hand, or by certified or registered mail, return receipt requested) to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE III
BOARD OF DIRECTORS

Section 3.01General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these by-laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02Number; Term of Office. The Board of Directors shall consist of three members. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 3.03Newly Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled solely by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the

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expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal.

Section 3.04Resignation. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified.

Section 3.05Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 3.06Fees and Expenses. Directors shall receive such fees and expenses as the Board of Directors shall from time to time prescribe.

Section 3.07Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time to time by the Board of Directors or its chairman.

Section 3.08Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the chairman or the President on at least 24 hours’ notice to each director given by one of the means specified in Section 3.11 hereof other than by mail or on at least three days’ notice if given by mail. Special meetings shall be called by the chairman or the President in like manner and on like notice on the written request of any two or more directors.

Section 3.09Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.

Section 3.10Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.11 hereof other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

Section 3.11Notices. Subject to Section 3.08, Section 3.10 and Section 3.12 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation or these by-laws, such notice shall be deemed given effectively if given in person

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or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile, e-mail or by other means of electronic transmission.

Section 3.12Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation or these by-laws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

Section 3.13Organization. At each meeting of the Board of Directors, the chairman or, in his or her absence, another director selected by the Board of Directors shall preside. The secretary shall act as secretary at each meeting of the Board of Directors. If the secretary is absent from any meeting of the Board of Directors, an assistant secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the secretary and all assistant secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

Section 3.14Quorum of Directors. The presence of a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.15Action by Majority Vote. Except as otherwise expressly required by these by-laws, the Certificate of Incorporation or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.16Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

Section 3.17Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place

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of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

ARTICLE IV
OFFICERS

Section 4.01Positions and Election. The officers of the Corporation shall be elected by the Board of Directors and shall include a president, a treasurer and a secretary. The Board of Directors, in its discretion, may also elect a chairman (who must be a director), one or more vice chairmen (who must be directors) and one or more vice presidents, assistant treasurers, assistant secretaries and other officers. Any two or more offices may be held by the same person.

Section 4.02Term. Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

Section 4.03The President. The president shall have general supervision over the business of the Corporation and other duties incident to the office of president, and any other duties as may be from time to time assigned to the president by the Board of Directors and subject to the control of the Board of Directors in each case.

Section 4.04Vice Presidents. Each vice president shall have such powers and perform such duties as may be assigned to him or her from time to time by the chairman of the Board of Directors or the president.

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Section 4.05The Secretary. The secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the president. The secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.

Section 4.06The Treasurer.  The treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 4.07Duties of Officers May Be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the president or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.

ARTICLE V
UNCERTIFICATED SHARES AND THEIR TRANSFER

Section 5.01Uncertificated Shares. The shares of stock of the Corporation shall be uncertificated and will be evidenced by a book-entry system maintained by the registrar of such stock.

Section 5.02Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these by-laws. Transfers of stock shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully constituted in writing. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the president or any vice president or the treasurer of the Corporation, the Corporation may recognize the transfer of fractional shares, but shall not otherwise be required to recognize the transfer of fractional shares.

Section 5.03Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

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Section 5.04Reserved.

ARTICLE VI
GENERAL PROVISIONS

Section 6.01No Seal. The Corporation shall have no seal.

Section 6.02Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors.

Section 6.03Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 6.04Dividends. Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock, unless otherwise provided by applicable law or the Certificate of Incorporation.

Section 6.05Conflict with Applicable Law or Certificate of Incorporation. These by-laws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these by-laws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

ARTICLE VII
AMENDMENTS

These by-laws may be amended, altered, changed, adopted and repealed or new by-laws adopted by the Board of Directors. The stockholders may make additional by-laws and may alter and repeal any by-laws whether such by-laws were originally adopted by them or otherwise.

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EX-3.127

Exhibit 3.127

Articles of Organization

of

Matthews Real Estate Holdings LLC

Pursuant to Section 57D-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company.

1.     The name of the limited liability company is Matthews Real Estate Holdings LLC.

2.The organizer is executing these Articles of Organization in the capacity of an organizer, and is not a member. The name and address of the organizer are as follows:

Phillip B. Kennedy

301 Fayetteville Street, Suite 1700

Raleigh, Wake County, NC 27601

3.The street address and county of the initial registered office of the limited liability company in the State of North Carolina is:

150 Fayetteville Street, Box 1011

Raleigh, Wake County, NC 27601-2957

The mailing address of the limited liability company’s initial registered office is the same as its street address.

4.     The name of the initial registered agent at such address is CT Corporation System.

5.     The address of the principal office of the limited liability company is:

10401 Monroe Road

Matthews, NC 28105-5349

The mailing address of the limited liability company’s principal office is:

PO Box 1017

Charlotte, NC 28201-1017

6.     These articles will be effective upon filing.

This the 13th day of January, 2016.

/s/ Phillip B. Kennedy

Phillip B. Kennedy, Organizer

EX-3.128

Exhibit 3.128

OPERATING AGREEMENT

OF

MATTHEWS REAL ESTATE HOLDINGS LLC

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”).

1.Formation of the Company.  The Member has formed a limited liability company under the North Carolina Limited Liability Company Act, as it may be amended from time to time (the “Act”), pursuant to this Agreement and the articles of organization (the “Articles”), which was filed with the North Carolina Secretary of State on January 13, 2016.

2.Name of the Company.  The name of the Company stated in the Articles and the limited liability company governed by this Agreement is “Matthews Real Estate Holdings LLC” or such other name as the Member may from time to time hereafter designate.

3.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

4.Principal Place of Business; Registered Agent and Registered Office.

(a)The principal office of the Company shall be 10401 Monroe Road, Matthews, NC 28105, or such other place as the Member may determine from time to time.  Any such additional offices as the Member may determine to establish shall be located at such place or places inside or outside the State of North Carolina as the Member may designate from time to time.

(b)The name of the Company’s registered agent and address of the Company’s registered office in the State of North Carolina shall be CT Corporation System, 150 Fayetteville St., Box 1011, Raleigh, NC 27601.  The registered agent and registered office may be changed from time to time by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by applicable law.

5.Membership Interests.  The Member shall own 100% of the membership interests in the Company (the “Membership Interests”) as set forth on Schedule I.

6.Capital Contributions. In connection with the execution of this Agreement, the Member is making a capital contribution to the Company as set forth on Schedule I.  The

Member, in its sole discretion, may, but shall not be obligated to, make additional capital contributions to the Company from time to time.  Schedule I shall be amended from time to time by the Member to reflect the actual amounts of the capital contributions made by the Member to the Company.

7.Distributions.  Distributions shall be made at such times and in such amounts as determined by the Member.

8.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in a manner determined by the Member.

9.Management of the Company.

(a)Subject to the delegation of rights and powers provided for herein, management of the Company shall be vested exclusively in the Member, who shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to carry out the purposes and business of the Company and is authorized to execute any document on behalf of the Company in all cases consistent with this Agreement.

(b)The Member shall have sole discretion regarding the appointment, quantity, titles, duties, power and removal of all officers, Authorized Agents (as defined below), and agents of the Company.

10.Execution of Contracts, Assignments, Certificates, etc.  By execution of this Agreement, the Member ratifies and confirms the Articles and the action of Phillip Kennedy, Esq., as the authorized organizer, in connection with the filing of the Articles with the North Carolina Secretary of State and the appointment of the Member as the sole member of the Company.  This authorization terminated upon the appointment of the Member as the sole member of the Company.  For purposes of this Agreement, each of the Chief Executive Officer, any President, Chief Administrative Officer, Chief Financial Officer, Chief Operating Officer, any Vice President, any Treasurer, any Secretary, any Assistant Secretary or any Assistant Treasurer of the Member, is hereby designated as an authorized agent (an “Authorized Agent”) of the Company.  In addition, each Authorized Agent of the Company is hereby appointed an officer of the Company in the same capacity as such person has with the Member.

(a)All contracts, agreements, endorsements, assignments, transfers, stock powers, or other instruments shall be signed by a Member, an officer or an Authorized Agent of the Company.

(b)An Authorized Agent shall execute, deliver and file any amendments to and/or restatements of the Articles and any other certificates (and any amendments to and/or restatements thereof) permitted or required to be filed with the North Carolina Secretary of State with respect to the Company.  An Authorized Agent shall execute, deliver and file or cause the execution, delivery and filing of any certificates, applications, instruments and other documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

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(c)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company (or of such other entities) on deposit in such accounts, as may be deemed by such officer or Authorized Agent to be necessary, appropriate or otherwise in the best interest of the Company.

(d)Each officer and Authorized Agent be, and each hereby is, authorized, empowered and directed to execute any form of required resolution necessary to open any such bank accounts, such resolutions being hereby incorporated into this resolution by reference and duly approved and affirmed hereby.

11.Limitations on Authority.  The authority of the Member over the conduct of the business and affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

12.Administrative Matters.

(a)The Member is the sole member of the Company.  Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.

(b)The fiscal year of the Company shall be the same as the fiscal year of the Member.

(c)The Member’s Membership Interest shall be uncertificated.

13.Indemnification.  The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member, and each officer, Authorized Agent and employee of the Company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a Member, officer, Authorized Agent or employee of the Company.

14.Dissolution.

(a)Subject to the provisions of Section 14(b), the Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following:

(i)the written consent of the Member to such effect; or

(ii)any event requiring dissolution under the Act.

(b)Upon dissolution of the Company, the Member shall promptly wind up the affairs of the Company in accordance with the Act and any other applicable law.  Following the winding up of the Company, the Member shall be responsible for filing, if necessary, a certificate of cancellation with the North Carolina Secretary of State, together with any other documents required to terminate the Company and its legal existence.  The Company shall engage in no

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further business except as may be necessary, in the reasonable discretion of the Member, to preserve the value of the Company’s assets during the period of dissolution and liquidation.

15.Consents.  Any action that may be taken by the Member at a meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Member, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the Member was entitled to vote thereon and was present and voted.

16.Severability.  If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

17.Amendments.  Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.

18.Governing Law.  This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of North Carolina.

19.Successors and Assigns.  This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns.

20.No Benefit of Creditors.  The provisions of this Agreement are intended only for the regulation of relations among Members and between Members and former or prospective Members and the Company.  This Agreement is not intended for the benefit of non-Member creditors and no rights are granted to non-Member creditors under this Agreement.

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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first written above.

Family Dollar Stores, Inc.
By:	/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Executive Vice President &
		Chief Financial Officer

[Operating Agreement of Matthews Real Estate Holdings LLC Signature Page]

SCHEDULE I

Member	Membership Interest	Capital Contribution
Family Dollar Stores, Inc.	100%	$100.00

EX-3.129

Exhibit 3.129

State of North Carolina

Department of the Secretary of State

Limited Liability Company

ARTICLES OF ORGANIZATION

Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company.

1.The name of the limited liability company is: Midwood Brands, LLC

2.If the limited liability company is to dissolve by a specific date, the latest date on which the limited liability company is to dissolve: (If no date for dissolution is specified, there shall be no limit on the duration of the limited liability company.)

3.The name and address of each person executing these articles of organization is as follows: (State whether each person is executing these articles of organization in the capacity of a member, organizer or both. Note: This document must be signed by all persons listed here).

Beth R. MacDonald, as Organizer

10611 Monroe Road

Matthews, Mecklenburg County, NC 28105

4.The street address and county of the initial registered office of the limited liability company is:

Number and Street 150 Fayetteville Street, Box 1011

City, State, Zip Code Raleigh, NC 27601 County Wake

5.             The mailing address, if different from the street address, of the initial registered office is:

6.             The name of the initial registered agent is: CT Corporation System

7.             Principal office information: (Select either a or b.)

a. x The limited liability company has a principal office.

The street address and county of the principal office of the limited liability company is:

Number and Street       10611 Monroe Road

City, State, Zip Code    Matthews, NC 28105 County Mecklenburg

The mailing address, if different from the street address, of the principal office of the corporation is:

P.O. Box 1017; Charlotte, NC 28201-1017

b. o The limited liability company does not have a principal office.

8.             Check one of the following:

x           (i) Member-managed LLC: all members by virtue of their status as members shall be managers of this limited liability company.

o            (ii) Manager-managed LLC: except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members.

9.             Any other provisions which the limited liability company elects to include are attached.

10.          These articles will be effective upon filing, unless a date and/or time is specified:

This is the 8th day of June, 2012.

/s/ Beth R. MacDonald

Signature

Beth R. MacDonald, as Organizer

Type or Print Name and Title

EX-3.130

Exhibit 3.130

OPERATING AGREEMENT

OF

MIDWOOD BRANDS, LLC

OPERATING AGREEMENT

OF

MIDWOOD BRANDS, LLC

THIS OPERATING AGREEMENT (the “Agreement”), effective as of June 11, 2012, is entered into by and between MIDWOOD BRANDS, LLC, a North Carolina limited liability company (the “Company”), and FAMILY DOLLAR SERVICES, INC., a North Carolina corporation and the sole member of the Company (the “Member”), on the following terms and conditions:

ARTICLE I

DEFINITIONS

As used herein, the following terms shall have the following meanings:

“Act” means the North Carolina Limited Liability Company Act, as may be amended from time to time.

“Articles” means the Articles of Organization of the Company as filed with the Secretary of State of North Carolina, as the same may be amended or restated from time to time.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor provision.

“Company” has the meaning set forth in the first paragraph of this Agreement.

“Manager” means the person or entity designated in Section 6.1.

“Member” has the meaning set forth in the first paragraph of this Agreement, or any successor in interest or assign.

“Net Profits” and “Net Losses” of the Company mean the taxable income and net losses, respectively, of the Company, determined in accordance with the Code and applicable Regulations; provided, however, the Member acknowledges that as a single member limited liability company, the Company’s existence, for tax purposes, shall be ignored. In the event that the determination of Net Profits and Net Losses must be determined in some manner other than as set forth in this definition by virtue of the method of accounting employed by the Manager, then Net Profits and Net Losses shall be determined accordingly.

“Organizer” means the organizer of the Company as defined in the Act.

“Regulations” means the regulations (including temporary regulations) of the United States Treasury Department pertaining to the income tax, as amended, and any successor provision.

ARTICLE II

REGISTERED AGENT; REGISTERED OFFICE; PRINCIPAL OFFICE

The registered agent of the Company and the registered office of the Company shall be as set forth in the Articles, or such other agent or place as may hereafter be designated by the Manager from time to time as provided by law. The Company’s principal office shall be at such place as the Manager may designate from time to time, and the Company shall maintain records there as required by the Act.

ARTICLE III

PURPOSES; TERM; ORGANIZER INDEMNIFICATION; STATUS

Section 3.1Purposes. Unless otherwise limited by the Company’s Articles, the business and purposes of the Company shall be to engage in any lawful business. Subject to the terms of this Agreement, the Company shall have all powers of a limited liability company, including without limitation those set forth in the Act.

Section 3.2Term of Company; Member. The term of the Company commenced on the date the Organizer filed the Articles with the Secretary of State of North Carolina in accordance with the provisions of the Act and shall continue on a perpetual basis unless dissolved pursuant to Article VII of this Agreement. Member is the initial Member of the Company and is the sole interest owner in the Company.

Section 3.3Organizer Indemnification. The Organizer’s acts and conduct in connection with the organization of the Company are hereby ratified and adopted by the Company as acts and conduct by and on behalf of the Company and are deemed to be in its best interest. The organizational and other activities for which the Organizer was responsible have been completed, the Organizer is relieved of any further duties and responsibilities in that regard, and the Company and the Member hereby agree to indemnify and hold harmless the Organizer for any loss, liability or expense arising from his or her actions or conduct in his or her capacity as organizer of the Company.

Section 3.4Status of the Company. The Member acknowledges that, although the Company is a “limited liability company” under North Carolina law, for federal and state income tax purposes (under applicable provisions of the Code and the Regulations), as long as the Member is the sole interest owner of the Company, its existence will be ignored and it will not be treated as a separate tax entity. Such treatment refers solely to the federal and state income tax treatment of the Company, and not to the state law status of the Company as a limited liability company. The Member and any other interest owner shall not be personally obligated to any third party for any debt, obligation or liability of the Company solely by reason of being a member of the Company.

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ARTICLE IV

CAPITAL CONTRIBUTIONS AND MEMBERSHIP

The Member shall contribute to the Company such property as is necessary to conduct the Company’s operations. However, the Member shall have no duty to make capital contributions to the Company. The Manager shall cause any capital contribution to be recorded on the books and records of the Company.

ARTICLE V

ALLOCATION OF NET PROFITS AND NET LOSSES; DISTRIBUTIONS

Section 5.1Allocation of Net Profits and Net Losses. The Net Profits and Net Losses of the Company shall be allocated exclusively to the Member.

Section 5.2Distributions. Distributions of Company profits and other assets shall be made exclusively to the Member when and as determined by the Manager; provided, however, that the Company shall make no distributions to the extent that (a) immediately after the distribution, the Company’s liabilities would exceed the fair market value of its assets, or (b) the distribution would violate any agreement, note or other instrument to which the Company is a party.

ARTICLE VI

MANAGEMENT OF THE COMPANY

Section 6.1Decision-making Authority. The Manager, and, subject to Manager’s right to delegate in writing, only the Manager, shall have the right, power and authority to manage, direct and control all of the business and affairs of the Company, to transact business on behalf of the Company, to act as agent for the Company, to sign for the Company or on behalf of the Company or otherwise to bind the Company. The Manager shall have this authority to the fullest extent permitted by law. Family Dollar Services, Inc. has been Company’s initial and sole Manager and shall continue as Manager of the Company.

Section 6.2Officers. The Manager may appoint individuals with or without such titles as it may elect, including the titles of President, Vice President, Treasurer and Secretary, to act on behalf of the Company with such power and authority as the Manager may delegate in writing to any such persons.

ARTICLE VII

DISSOLUTION

Section 7.1Dissolution of the Company. The Company shall be dissolved, and shall terminate and wind up its affairs, upon the first to occur of the following:

(a)the determination by the Member to dissolve the Company;

(b)the entry of a decree of judicial dissolution under the Act; or

(c)an administrative dissolution under the Act.

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Section 7.2Winding Up and Distribution of Assets.

(a)If the Company is dissolved, the Manager shall wind up the affairs of the Company. Upon the winding up of the Company, subject to the provisions of the Act, the Manager shall pay or make reasonable provision to pay all claims and obligations of the Company, including all costs and expenses of the liquidation and all contingent, conditional or unmatured claims and obligations that are known to the Manager but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision shall be made in full.

(b)Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following order, to the extent available:

(i)First, to the Company’s creditors, including the Member as creditor (to the extent permitted by law), in satisfaction of liabilities of the Company; and

(ii)Thereafter, to the Member.

ARTICLE VIII

MISCELLANEOUS

Section 8.1Governing Law and Jurisdiction. This Agreement, including its existence, validity, construction and operating effect, and the rights of the Member under the Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina (without regard to principles of conflicts of laws).

Section 8.2Indemnification and Liability.

(a)To the maximum extent permitted by applicable law, the Manager shall not be liable to the Company or any other third party (i) for mistakes of judgment, (ii) for any act or omission suffered or taken by the Manager or (iii) for losses due to any such mistakes, action or inaction.

(b)Except as may be restricted by applicable law, the Manager shall not be liable for, and the Company shall indemnify the Manager against and agrees to hold the Manager harmless from, all liabilities and claims (including reasonable attorneys’ fees and expenses incurred in defending against such liabilities and claims) against the Manager arising from the Manager’s performance of its duties in conformance with the terms of this Agreement.

(c)The Manager may consult with legal counsel or accountants selected by the Manager and, to the maximum extent permitted by applicable law, any action or omission suffered or taken in good faith in reliance and in accordance with the written opinion or advice of any such counsel or accountants (provided such counsel or

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accountants have been selected with reasonable care) shall be fully protected and justified with respect to the action or omission so suffered or taken.

Section 8.3Amendments. This Agreement may only be amended, modified or supplemented in a writing executed by the Member. No other written or oral agreement, understanding, instrument or writing other than this Agreement or any amendment hereto shall constitute part of the operating agreement of the Company.

Section 8.4Binding Effect. The terms, conditions and provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, successors, distributees, legal representatives and permitted assigns. Provided, however, nothing in this Agreement, expressed or implied, is intended or shall be construed to give to any creditor of the Company or any creditor of the Member or any other person whatsoever, other than the Member and the Company, any legal or equitable right, remedy or claim under or in respect of this Agreement or any term, condition or provision herein contained, such terms, covenants and provisions are and shall be held to be for the sole and exclusive benefit of the Member and the Company.

[Signatures on following page]

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IN WITNESS WHEREOF, this Agreement is executed the day and year first above written.

MEMBER:
FAMILY DOLLAR SERVICES, INC.
By:	/s/ James C. Snyder Jr
Name:	James C. Snyder Jr
Title:	SVP, General Counsel
COMPANY:
MIDWOOD BRANDS, LLC
By:	FAMILY DOLLAR SERVICES, INC.,
	its Manager
	By:	/s/ James C. Snyder Jr
	Name:	James C. Snyder Jr
	Title:	SVP, General Counsel

6

EX-3.131

Exhibit 3.131

State of North Carolina

Department of the Secretary of State

CERTIFICATE OF DOMESTIC LIMITED PARTNERSHIP

Pursuant to § 59-201 of the General Statutes of North Carolina, the undersigned hereby submits this Certificate of Domestic Limited Partnership.

1.The name of the limited partnership is Monroe Road Holdings LP

2.This partnership was not formed prior to October 1, 1986.

3.The name of the Registered Agent is CT Corporation System.

4.The address of the Registered Agent’s Office is:

150 Fayetteville Street, Box 1011

Raleigh NC 27601

Wake County

5.The address of the office where records are kept is:

10401 Monroe Road

Matthews, NC 28105-5349

Mecklenburg County

6.The latest date upon which the limited partnership is to dissolve: None.

7.The name, and address, including county and city or town, and street and number, if any, of each general partner is as follows:

Matthews Real Estate Holdings LLC

10401 Monroe Road

Matthews, NC 28105-5349

Mecklenburg County

8.This registration will be effective upon filing,

9.The following signature of EACH general partner constitutes an affirmation under the penalty of perjury that the facts herein are true.

Matthews Real Estate Holdings LLC

Signature of Officer:	/s/ Kevin S. Wampler
Name and Title of Officer:	Kevin S. Wampler	Date:	January 14, 2016
	Chief Financial Officer

EX-3.132

Exhibit 3.132

LIMITED PARTNERSHIP AGREEMENT OF MONROE ROAD HOLDINGS LP

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”).

WHEREAS, the Partnership was formed as a limited partnership on January 14, 2016 by the filing of a certificate of limited partnership of the Partnership (the “Certificate of Limited Partnership”) with the Office of the Secretary of State of the State of North Carolina and pursuant to an agreement between the Partners to form a limited partnership under the Act; and

WHEREAS, the Partners desire to enter into this agreement of limited partnership to reflect the terms of their entire agreement with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Name. The name of the partnership is Monroe Road Holdings LP.

2.Principal Office. The principal place of business and office of the Partnership is 10401 Monroe Rd., Matthews, NC 28105 or such other place or places as the General Partner may from time to time designate.

3.Registered Agent; Registered Office. The registered agent of the Partnership for service of process in the State of North Carolina and the registered office of the Partnership in the State of North Carolina shall be that person and location reflected in the Certificate of Limited Partnership. In the event that the registered agent ceases to act as such for any reason or the registered office shall change, the General Partner shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law.

4.Term. The term of the Partnership commenced on the date of the filing of the Certificate of Limited Partnership and shall continue until cancellation of the Certificate of Limited Partnership in accordance with Section 17(d) of this Agreement.

5.Purpose; Powers.  The Partnership’s purpose is to purchase, hold, dispose of, or otherwise deal with investments in real estate and to engage or participate in any other lawful investment or related activities in which limited partnerships formed in the State of North

Carolina may engage or participate.  The Partnership shall have the power and authority to do any and all acts necessary or appropriate to or in furtherance of the purpose of the Partnership, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited partnerships under the laws of the State of North Carolina.

6.Partners. The names and the business and mailing addresses of the General Partner and the Limited Partner are as follows:

General Partner	Limited Partner
Matthews Real Estate Holdings LLC	Family Dollar Stores, Inc.
Business Address: 10401 Monroe Road Matthews, NC 28105-5349	Business Address: 10401 Monroe Road Matthews, NC 28105-5349
Mailing Address: PO Box 1017 Charlotte, NC 28201-1017	Mailing Address: PO Box 1017 Charlotte, NC 28201-1017

7.Management.

(a)The business and affairs of the Partnership shall be managed by the General Partner. The General Partner shall have absolute, exclusive and complete control of the business and affairs of the Partnership, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Partnership, including, without limitation, doing all things and taking all actions necessary to carrying out the terms and provisions of this Agreement.

(b)The Limited Partner shall not participate in the management of the business and affairs of the Partnership and shall have no authority or right to act on behalf of the Partnership in connection with any matter.

8.Capital Contributions. The General Partner is contributing $10.00 in cash to the capital of the Partnership and the Limited Partner is contributing $990.00 in cash to the capital of the Partnership as of the date hereof.

9.Additional Contributions. No Partner is required to make any additional capital contribution to the Partnership.

10.Partnership Percentages. The partnership percentages of the Partners in the Partnership (the “Partnership Percentages”) shall be determined by the General Partner and shall be set forth in the records of the Partnership.

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11.Fiscal Year. The fiscal year of the Partnership (the “Fiscal Year”) shall be determined by the General Partner.

12.Capital Accounts. The Partnership shall establish and maintain a separate capital account (a “Capital Account”) for each Partner to which (i) there shall be credited the amount of any capital contribution made by such Partner and the amount of net income allocated to such Partner, and (ii) there shall be debited the amount of any distribution made to such Partner and the amount of any net loss allocated to such Partner.  The Capital Accounts of the Partners shall be established and maintained in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations promulgated thereunder.

13.Allocation of Profits and Losses. The net profits or net losses of the Partnership for each Fiscal Year shall be allocated among the Partners in proportion to their respective Partnership Percentages for such Fiscal Year; provided, that if the General Partner directs that the Partnership be treated as a corporation for federal income tax purposes, then the foregoing clause shall be ignored for such Fiscal Year or Years that the Partnership is taxed as a corporation.

14.Tax Matters Partner. The General Partner shall be designated as the Partnership’s Tax Matters Partner for purposes of Section 6231(a)(7) of the Code. Except to the extent specifically provided in the Code or the Treasury Regulations, the Tax Matters Partner in its sole discretion will have absolute and exclusive authority to act for and on behalf of the Partnership with respect to tax matters.

15.Tax Returns. The General Partner shall cause to be prepared and filed on behalf of the Partnership all federal, state and local tax returns required to be filed by the Partnership, including making all elections on such tax returns. The Partnership shall bear the costs of the preparation and filing of its returns.

16.Distributions. Except for liquidating distributions, all distributions to the Partners shall be made at such times and in such amounts as the General Partner shall determine in its sole discretion.  All distributions (other than liquidating distributions) shall be made to the Partners in accordance with their respective Partnership Percentages.  Liquidating distributions shall be made in accordance with Section 17(b).

17.Dissolution; Liquidation.

(a)The Partnership shall dissolve, and its affairs wound up upon the first to occur of the following: (i) the decision of the General Partner that the Partnership should be dissolved (ii) any other event or circumstance giving rise to the dissolution of the Partnership under Section 59-801 of the Act (NCGS § 59-801), unless the Partnership’s existence is continued pursuant to the Act; and (iii) the entry of decree of judicial dissolution under Section 59-802 of the Act (NCGS § 59-802).

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(b)Upon dissolution of the Partnership, a full and general account of all assets and liabilities of the Partnership shall be taken, the affairs of the Partnership shall be wound up and the assets of the partnership shall be applied in the following order or priority:

(i)first, in discharge of (1) all claims of creditors of the Partnership who are not Partners and (2) all expenses of liquidation;

(ii)second, to the pro rata payment of all claims of Partners for advances to the Partnership; and

(iii)finally, any remaining assets shall be distributed to the Partners in accordance with their final Capital Account balances.

(c)During the period of the winding up of the affairs of the Partnership, the business of the Partnership and the rights and obligations of the Partners shall continue to be governed by this Agreement.

(d)Upon the completion of the winding up of the Partnership, the General Partner, or in the absence of a general partner, any Partner, shall file a certificate of cancellation of the Certificate of Limited Partnership (the “Certificate of Cancellation”) with the Office of the Secretary of State of the State of North Carolina in accordance with Section § 59-203 of the Act (NCGS 59-203).

18.Limited Liability. The Limited Partner’s liability for the Partnership’s debts and obligations shall be limited to its capital contribution.

19.Indemnification. To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless the General Partner and its partners, officers, directors, agents and employees (each an “Indemnified Person”) against any and all costs, losses, damages, liabilities, including legal fees and other expenses suffered or sustained by it by reason of (i) any act or omission arising out of or in connection with the Partnership or this Agreement, or (ii) any and all claims, demands, actions, suits or proceedings (civil, criminal, administrative or investigative), actual or threatened, in which such Indemnified Person may be involved, as a party or otherwise, arising out or in connection with such Indemnified Person’s service to or on behalf or, or management of the affairs or assets of, the Partnership, or which relate to the Partnership, provided that the Indemnified Person’s acts, omissions or alleged acts or omissions were not made in bad faith or did not constitute gross negligence, wilful misconduct or fraud and any such amount shall be paid by the Partnership to the extent assets are available, but the Limited Partner shall not have any personal liability to the General Partner on account of such loss, damage or expense.

20.Amendments; Additional Partners. This agreement may be amended pursuant to a written agreement between the General Partner and the Limited Partner.

21.Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when

4

delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth in Section 6 of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section).

22.Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of North Carolina, without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of North Carolina.

23.Headings.  The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

24.Severability. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

25.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of Electronic Transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

26.Entire Agreement. This Agreement, together with the Certificate of Limited Partnership, constitutes the entire agreement of the Partners with respect to the subject matter hereof.

[SIGNATURE PAGE FOLLOWS]

5

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

MATTHEWS REAL ESTATE HOLDINGS LLC
By: Family Dollar Stores, Inc., its Sole Member
By	/s/ Kevin S. Wampler
Name:	Kevin S. Wampler
Title:	Executive Vice President &
	Chief Financial Officer
FAMILY DOLLAR STORES, INC.
By	/s/ Kevin S. Wampler
Name:	Kevin S. Wampler
Title:	Executive Vice President &
	Chief Financial Officer

EX-4.5

Exhibit 4.5

EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE

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”).

W I T N E S S E T H :

WHEREAS the Issuer and the Trustee have heretofore executed an indenture, dated as of February 23, 2015 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 5.250% Senior Notes due 2020 (the “Notes”), initially in the aggregate principal amount of $750,000,000;

WHEREAS Sections 4.11 and 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall guarantee the Guaranteed Obligations; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the New Guarantors and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.             Defined Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2.             Agreement to Guarantee.  The New Guarantors hereby agree, jointly and severally with all existing Guarantors (if any), to guarantee the Guaranteed Obligations on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.             Notices.  All notices or other communications to the New Guarantors shall be given as provided in Section 13.02 of the Indenture.

4.             Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5.             Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.             Trustee Makes No Representation.  The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.  Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and the New Guarantors, in each case, by action or otherwise, (iii) the due execution hereof by the Issuer and the New Guarantors or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

7.             Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this Supplemental Indenture.  Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

8.             Effect of Headings.  The Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions here.

[Remainder of page intentionally left blank.]

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

DOLLAR TREE, INC.
By:	/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Chief Financial Officer
MATTHEWS REAL ESTATE HOLDINGS LLC
By:	FAMILY DOLLAR STORES, INC., its managing
member
By:	/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Executive Vice President —
		Chief Financial Officer
MONROE ROAD HOLDINGS LP
By:	MATTHEWS REAL ESTATE HOLDINGS LLC, its
	general partner
By:	FAMILY DOLLAR STORES, INC., its managing
	member
By:	/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Executive Vice President —
		Chief Financial Officer
FD SPINCO, INC.
By:	/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Executive Vice President —
		Chief Financial Officer
FD SPINCO II, INC.
By:	/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Executive Vice President —
		Chief Financial Officer

[2020 Supplemental Indenture]

FD RETAIL PROPERTIES, LLC
By:	FAMILY DOLLAR SERVICES, INC., its managing
	member
By:	/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Executive Vice President —
		Chief Financial Officer

[2020 Supplemental Indenture]

U.S. BANK NATIONAL ASSOCIATION, not in its
individual capacity, but solely as Trustee
By:	/s/ Wally Jones
	Name:	Wally Jones
	Title:	Vice President

[2020 Supplemental Indenture]

EX-4.6

Exhibit 4.6

EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE

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”).

W I T N E S S E T H :

WHEREAS the Issuer and the Trustee have heretofore executed an indenture, dated as of February 23, 2015 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 5.750% Senior Notes due 2023 (the “Notes”), initially in the aggregate principal amount of $2,500,000,000;

WHEREAS Sections 4.11 and 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall guarantee the Guaranteed Obligations; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the New Guarantors and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.             Defined Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2.             Agreement to Guarantee.  The New Guarantors hereby agree, jointly and severally with all existing Guarantors (if any), to guarantee the Guaranteed Obligations on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.             Notices.  All notices or other communications to the New Guarantors shall be given as provided in Section 13.02 of the Indenture.

4.             Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5.             Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.             Trustee Makes No Representation.  The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.  Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and the New Guarantors, in each case, by action or otherwise, (iii) the due execution hereof by the Issuer and the New Guarantors or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

Exhibit E-1

7.             Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this Supplemental Indenture.  Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

8.             Effect of Headings.  The Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions here.

[Remainder of page intentionally left blank.]

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

DOLLAR TREE, INC.
By:		/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Chief Financial Officer
MATTHEWS REAL ESTATE HOLDINGS LLC
By:	FAMILY DOLLAR STORES, INC., its managing member
By:		/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Executive Vice President —
		Chief Financial Officer
MONROE ROAD HOLDINGS LP
By:	MATTHEWS REAL ESTATE HOLDINGS LLC, its general partner
By:	FAMILY DOLLAR STORES, INC., its managing member
By:		/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Executive Vice President —
		Chief Financial Officer
FD SPINCO, INC.
By:		/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Executive Vice President —
		Chief Financial Officer
FD SPINCO II, INC.
By:		/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Executive Vice President —
		Chief Financial Officer

[2023 Supplemental Indenture]

FD RETAIL PROPERTIES, LLC
By:	FAMILY DOLLAR SERVICES, INC., its managing member
By:		/s/ Kevin S. Wampler
	Name:	Kevin S. Wampler
	Title:	Executive Vice President —
		Chief Financial Officer

[2023 Supplemental Indenture]

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By:		/s/ Wally Jones
	Name:	Wally Jones
	Title:	Vice President

[2023 Supplemental Indenture]

EX-5.1

Exhibit 5.1

[Letterhead of Wachtell, Lipton, Rosen & Katz]

May 5, 2016

Dollar Tree, Inc.
500 Volvo Parkway
Chesapeake, Virginia 23320

Re:Dollar Tree, Inc. Registration Statement on Form S-4 filed on May 5, 2016

Ladies and Gentlemen:

We have acted as special counsel to Dollar Tree, Inc., a Virginia corporation (the “Company”), in connection with the registration, pursuant to a registration statement on Form S-4 (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Act”), on the date hereof, of the proposed offer by the Company and certain subsidiaries of the Company who will act as guarantors (the “Registrant Guarantors”) to exchange (the “Exchange Offer”) (i) an aggregate principal amount of up to $750,000,000 of the Company’s outstanding 5.250% notes due 2020 (the “2020 Outstanding Notes”) for an equal principal amount of the Company’s registered 5.250% notes due 2020 (“2020 Registered Notes”) and (ii) an aggregate principal amount of up to $2,500,000,000 of the Company’s outstanding 5.750% notes due 2023 (the “2023 Outstanding Notes”) for an equal principal amount of the Company’s registered 5.750% notes due 2023 (the “2023 Registered Notes” and together with the 2020 Registered Notes, the “Registered Notes”) and the related guarantees thereof (the “Outstanding Guarantees”) for guarantees (the “Registered Guarantees”) of the guarantors listed in the Registration Statement pursuant to the Indentures referred to below, in each case the sale of which will be registered under the Act.

The Company is proposing the Exchange Offer in accordance with the terms of (i) a Registration Rights Agreement with respect to the 2020 Outstanding Notes by and among the Company, certain of the Registrant Guarantors, and J.P. Morgan Securities LLC, as representative of the initial purchasers referenced therein, dated as of February 23, 2015 (as supplemented by the joinder agreement thereto dated as of July 6, 2015, the “2020 Registration Rights Agreement”) and (ii) a Registration Rights Agreement with respect to the 2023 Outstanding Notes by and among the Company, certain of the Registrant Guarantors, and J.P. Morgan Securities LLC, as representative of the initial purchasers referenced therein, dated as of February 23, 2015 (as supplemented by the joinder agreement thereto dated as of July 6, 2015, the “2023 Registration Rights Agreement” and together with the 2020 Registration Rights Agreement, the “Registration Rights Agreements”).  The 2020 Outstanding Notes and the related Outstanding Guarantees have been, and the 2020 Registered Notes and the related Registered Guarantees will be, issued pursuant to an Indenture, dated as of February 23, 2015, as supplemented by the First Supplemental Indenture, dated as of July 6, 2015 and the Second Supplemental Indenture, dated as of January 25, 2016 (collectively, the “2020 Indenture”) by and among the Company (successor to Family Tree Escrow, LLC), the Registrant Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).  The 2023 Outstanding Notes and the related Outstanding Guarantees have been, and the 2023 Registered Notes and the related Registered Guarantees will be, issued pursuant to an Indenture, dated as of February 23, 2015, as supplemented by the First Supplemental Indenture, dated as of July 6, 2015 and the Second Supplemental Indenture, dated as of January 25, 2016 (collectively, the “2023 Indenture” and

together with the 2020 Indenture, the “Indentures”) by and among the Company (successor to Family Tree Escrow, LLC), the Registrant Guarantors and the Trustee.

In rendering the opinions expressed in this letter, we have examined the Registration Statement, the Indentures, the forms of the Registered Notes, and originals or copies certified or otherwise identified to our satisfaction of such other documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate for the purposes of this letter.  The Registered Notes, the Registered Guarantees and the Indentures are referred to herein as the “Transaction Documents.”  We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this letter.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and the legal capacity of all individuals executing such documents.  As to any facts material to the opinions expressed below we have, with your consent, relied upon the statements, certificates and representations of officers and other representatives of parties to the Transaction Documents and of the Company and the Registrant Guarantors.  We have also assumed (i) the valid authorization, execution and delivery of the Transaction Documents by each party thereto, (ii) that each such party (in the case of parties which are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, (iii) that each such party has the legal capacity, power and authority to perform its obligations thereunder and (iv) that each of the Transaction Documents constitutes the valid and binding obligation of each party thereto, enforceable against it in accordance with its terms (other than as expressly covered by our opinions below in respect of the Company and the Registrant Guarantors).  We have also assumed that the execution, delivery and performance of the Transaction Documents by each party thereto have been duly authorized by all necessary action (corporate or otherwise) and do not (x) contravene its respective certificate or articles of incorporation, limited liability company agreement, bylaws or other organizational documents, (y) violate any law, rule or regulation applicable to it, or (z) result in any conflict with, or breach of any agreement or document binding on it.  In addition, the enforceability of indemnification and contribution provisions may be limited by applicable law and public policy considerations, and we express no opinion as to the effects of either (i) Section 548 of Title 11 of the United States Code or (ii) Article 10 of the New York Debtor and Creditor Law, or similar laws relating to fraudulent transfers or fraudulent conveyances, on any obligation under the Registered Guarantees of the Registrant Guarantors.  Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it.

We are members of the Bar of the State of New York, and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Registrant Guarantors, the Transaction Documents or the transactions governed by the Transaction Documents, in each case as in effect on the date hereof (the “Relevant Laws”).  Without limiting the generality of the foregoing definition of Relevant Laws, the term “Relevant Law” does not include any law, rule or regulation that is applicable to the Company, the Registrant Guarantors and the Transaction

2

Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Transaction Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the State of Delaware, the State of North Carolina or the Commonwealth of Virginia, we have relied upon the letter dated as of the date hereof of Williams Mullen, which is being filed as an exhibit to the Registration Statement.

Based upon the foregoing, and subject to the qualifications set forth in this letter, it is our opinion that when (i) the Registration Statement has become effective under the Act, (ii) the Outstanding Notes have been exchanged in the manner described in the prospectus forming a part of the Registration Statement and in accordance with the Registration Rights Agreements, (iii) the Registered Notes have been duly executed, authenticated, issued and delivered in accordance with the terms of the applicable Indenture against receipt of the Outstanding Notes surrendered in exchange therefor, (iv) the Indentures have been duly qualified under the Trust Indenture Act of 1939, as amended, and (v) applicable provisions of “blue sky” laws have been complied with,

(a)the Registered Notes proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of the Company, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or remedies generally and by general equitable principles (whether considered in a proceeding in equity or at law); and

(b)the Registered Guarantees proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of each Registrant Guarantor, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or remedies generally and by general equitable principles (whether considered in a proceeding in equity or at law).

We hereby consent to the filing of a copy of this letter as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.”  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.  This letter speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this letter.

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

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EX-5.2

Exhibit 5.2

May 5, 2016

Board of Directors

Dollar Tree, Inc.

500 Volvo Parkway

Chesapeake, VA 23320

Re:Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to Dollar Tree, Inc., a Virginia corporation (the “Company”), and to the Guarantors (as herein defined) and are delivering this opinion letter in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) relating to the registration under the Securities Act of the offering and issuance by the Company and certain subsidiaries of the Company who will act as guarantors (the “Guarantors”) of (i) $750,000,000 aggregate principal amount of 5.250% Notes due 2020 (the “2020 Exchange Notes”), guaranteed by the Guarantors (the “2020 Guarantees”), to be offered by the Company and the Guarantors in exchange for a like principal amount of the Company’s issued and outstanding 5.250% Notes due 2020 (the “2020 Outstanding Notes”), and (ii) $2,500,000,000 aggregate principal amount of 5.750% Notes due 2023 (the “2023 Exchange Notes,” and, together with the 2020 Exchange Notes, the “Exchange Notes”) guaranteed by the Guarantors (the “2023 Guarantees,” and, together with the 2020 Guarantees, the “Guarantees”), to be offered by the Company and the Guarantors in exchange for a like principal amount of the Company’s issued and outstanding 5.750% Notes due 2023 (the “2023 Outstanding Notes,” and, together with the 2020 Outstanding Notes, the “Outstanding Notes”).  This opinion letter is provided at the request of the Company pursuant to the requirements of Item 21(a) of Form S-4 and Item 601(b)(5) of Regulation S-K of the Commission.

The 2020 Exchange Notes and the related 2020 Guarantees are to be issued under the existing indenture, dated as of February 23, 2015, as supplemented to date (the “2020 Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).  The 2023 Exchange Notes and the related 2023 Guarantees are to be issued under the existing indenture, dated as of February 23, 2015, as supplemented to date (the “2023 Indenture” and, together with the 2020 Indenture, the “Indentures”), among the Company, the Guarantors and the Trustee.

In our capacity as your counsel in the connection referred to above and as a basis for the opinions herein expressed, we have examined (i) the Registration Statement, (ii) the Indentures, (iii) certificates of public officials and of representatives of the Company and the Guarantors, and (iv) such corporate proceedings, records, and documents as we have considered necessary for the purposes of this opinion letter.

In our examination of such documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons who have executed such documents, the

1666 K Street N.W., Suite 1200  Washington, DC  20006  T 202.833.9200  F 202.293.5939

williamsmullen.com | A Professional Corporation

authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and that statements regarding matters of fact in certificates, records, agreements, instruments and documents that we have examined are accurate and complete.  We also have assumed that (i) the Indentures have been duly authorized, executed and delivered by the Trustee and constitute the legal, valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with their respective terms, (ii) the Registration Statement will have become effective under the Securities Act, and the Indentures will have been qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the Guarantees will have been duly executed, authenticated and delivered in accordance with the provisions of the Indentures and issued in exchange for the Outstanding Notes pursuant to, and in accordance with the terms of, the exchange offer as contemplated in the Registration Statement.

On the basis of the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that:

1.The Company is validly existing as a corporation and in good standing under the laws of the Commonwealth of Virginia.

2.Each Guarantor is validly existing as a corporation, limited liability company or limited partnership, as applicable, under the laws of its jurisdiction of organization.

3.Each of the Company and the Guarantors has the requisite corporate, limited liability company or limited partnership power and authority, as applicable, to execute, deliver and perform its obligations under the Exchange Notes and the Guarantees.

4.The Exchange Notes and the Guarantees have been duly authorized by all necessary corporate, limited liability company or limited partnership action, as applicable, on behalf of each of the Company and the Guarantors.

The opinions set forth above are limited in all respects to matters of the laws of the Commonwealth of Virginia and the State of North Carolina, the Delaware General Corporation Law and applicable federal law of the United States of America, in each case as in effect on the date hereof.  Our opinions are expressed as of the date hereof, and we do not assume any obligation to update or supplement our opinions to reflect any fact or circumstance subsequently arising or any change in law subsequently occurring.  Our opinions are limited to the matters expressly stated herein; no further opinion is implied or may be inferred beyond such matters.

We hereby consent to the reliance by Wachtell, Lipton, Rosen & Katz on the opinions expressed herein.  We also consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus that forms a part of the Registration Statement.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

/s/ WILLIAMS MULLEN

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EX-12.1

Exhibit 12.1

Dollar Tree, Inc.

Computation of Ratio of Earnings to Fixed Charges

(in millions of dollars)

	Fiscal Year Ended(1)
	January 30, 2016		January 31, 2015		February 1, 2014		February 2, 2013		January 28, 2012
Earnings:
Earnings before income taxes	$	448.2	$	954.2	$	954.3	$	978.9	$	779.5
Add: Fixed charges	918.2		258.7		181.2		154.8		143.2
Less: Capitalized interest	1.3		—		—		—		—
Adjusted earnings	1,367.7		1,212.9		1,135.5		1,133.7		922.7
Fixed charges:
Interest expense(2)	$	602.0	$	80.8	$	16.6	$	3.7	$	3.3
Portion of rent estimated to represent interest(3)	316.2		177.9		164.6		151.1		139.9
Total fixed charges	918.2		258.7		181.2		154.8		143.2
Ratio of earnings to fixed charges	1.5		4.7		6.3		7.3		6.4

(1)	Our fiscal year consists of 52 or 53 weeks ending on the Saturday nearest January 31st. All fiscal years presented are 52 weeks, with the exception of the year ended February 2, 2013 which consisted of 53 weeks.
(2)	Including amortization of debt premium, discount and issuance costs.
(3)	Management estimates approximately one-third of rent expense is representative of interest expense.

EX-23.4

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Dollar Tree, Inc.

We consent to the use of our report dated March 28, 2016, except as to Note 13 which is as of May 5, 2016, with respect to the consolidated balance sheets of Dollar Tree, Inc. (the Company) as of January 30, 2016 and January 31, 2015, and the related consolidated income statements, and statements of comprehensive income, shareholders’ equity, and cash flows  for each of the years in the three-year period ended January 30, 2016,  and our report dated March 28, 2016 with respect to the effectiveness of internal control over financial reporting of the Company as of January 30, 2016, incorporated herein by reference to the Form 8-K of the Company dated May 5, 2016, and to the reference to our firm under the heading “Experts” in the prospectus.

Our report dated March 28, 2016, on the effectiveness of internal control over financial reporting as of January 30, 2016, contains an explanatory paragraph that states the Company acquired Family Dollar Stores, Inc. (“Family Dollar”) during 2015, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of January 30, 2016, Family Dollar’s internal control over financial reporting associated with total assets of $12,429.2 million and total revenues of $6,162.0 million included in the consolidated financial statements of the Company as of and for the year ended January 30, 2016. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Family Dollar.

/s/ KPMG LLP

Norfolk, Virginia
May 5, 2016

EX-23.5

EXHIBIT 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Dollar Tree, Inc. of our report dated October 29, 2014, except with respect to our opinion on the consolidated financial statements insofar as it relates to the guarantor and non-guarantor information discussed in Note 20, as to which the date is May 5, 2016, relating to the financial statements, and the effectiveness of internal control over financial reporting of Family Dollar Stores, Inc., which appears in Dollar Tree, Inc.’s Current Report on Form 8-K  dated May 5, 2016.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

May 5, 2016

EX-25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)  o

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Wally Jones

U.S. Bank National Association

333 Commerce Street, Suite 801

Nashville, TN 37201

(615) 251-0733

(Name, address and telephone number of agent for service)

Dollar Tree, Inc.

(Issuer with respect to the Securities)

Virginia	26-2018846
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 Volvo Parkway Chesapeake, Virginia	23320
(Address of Principal Executive Offices)	(Zip Code)

5.250% Senior Notes due 2020

5.750% Senior Notes due 2023

(Title of the Indenture Securities)

Table of Additional Registrants

The following domestic subsidiaries of Dollar Tree, Inc. are guarantors of the new notes and are co-registrants:

Exact Name of Registrant as Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.
Dollar Tree Air, Inc.	VA	481000	54-1996968
Dollar Tree Distribution, Inc.	VA	493100	54-1737649
Dollar Tree Management, Inc.	VA	541990	54-1737652
Dollar Tree Properties, Inc.	VA	531390	54-1830832
Dollar Tree Sourcing Company, LLC	VA	424990	27-2778753
Dollar Tree Stores, Inc.	VA	452900	54-1387365
Dollar Tree Ollie’s, LLC	VA	452900	None
DT Realty, LLC	VA	531120	27-2779366
DT Retail Properties, LLC	VA	531120	27-2779595
DTD Tennessee, Inc.	DE	531120	54-2029102
Greenbrier International, Inc.	DE	424990	20-0561309
Family Dollar, Inc.	NC	541600	56-2056614
Family Dollar Holdings, Inc.	NC	551112	56-2056613
Family Dollar Operations, Inc.	NC	541611	56-1747881
Family Dollar Services, Inc.	NC	493100	56-1744955
Family Dollar Stores, Inc.	DE	452900	56-0942963
Family Dollar Stores of Alabama, LLC	VA	452900	56-1234186
Family Dollar Stores of Arizona, Inc.	VA	452900	56-1355530
Family Dollar Stores of Arkansas, LLC	VA	452900	56-1343356
Family Dollar Stores of Colorado, Inc.	VA	452900	56-1587711
Family Dollar Stores of Connecticut, Inc.	VA	452900	56-1587368
Family Dollar Stores of D.C., Inc.	VA	452900	56-1441925
Family Dollar Stores of Delaware, LLC	VA	452900	56-1416308
Family Dollar Stores of Florida, LLC	VA	452900	62-1147034
Family Dollar Stores of Georgia, LLC	VA	452900	56-1120343
Family Dollar Stores of Iowa, Inc.	VA	452900	56-1587713
Family Dollar Stores of Louisiana, Inc.	VA	452900	56-1373359
Family Dollar Stores of Maryland, Inc.	VA	452900	56-1346665
Family Dollar Stores of Massachusetts, Inc.	VA	452900	56-0992166
Family Dollar Stores of Michigan, Inc.	VA	452900	56-0991920
Family Dollar Stores of Mississippi, Inc.	VA	452900	56-1377743
Family Dollar Stores of Missouri, LLC	VA	452900	56-0991923
Family Dollar Stores of Nevada, Inc.	VA	452900	56-1355536
Family Dollar Stores of New Jersey, LLC	VA	452900	56-1400170
Family Dollar Stores of New Mexico, Inc.	VA	452900	56-1633088
Family Dollar Stores of New York, Inc.	VA	452900	56-0992165
Family Dollar Stores of North Carolina, Inc.	VA	452900	56-0903183
Family Dollar Stores of North Dakota, Inc.	VA	452900	56-1435307
Family Dollar Stores of Ohio, Inc.	VA	452900	56-0991921
Family Dollar Stores of Oklahoma, LLC	VA	452900	56-0992157
Family Dollar Stores of Pennsylvania, LLC	VA	452900	56-0992563

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Exact Name of Registrant as Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.
Family Dollar Stores of Rhode Island, Inc.	VA	452900	56-1763455
Family Dollar Stores of South Carolina, LLC	VA	452900	57-0521348
Family Dollar Stores of South Dakota, Inc.	VA	452900	56-1587710
Family Dollar Stores of Tennessee, Inc.	VA	452900	56-1375593
Family Dollar Stores of West Virginia, Inc.	VA	452900	56-0992562
Family Dollar Stores of Wisconsin, Inc.	VA	452900	56-1356720
Family Dollar Stores of Wyoming, Inc.	VA	452900	56-1355538
Family Dollar Stores of Vermont, Inc.	VA	452900	56-1633089
Family Dollar Stores of Virginia, Inc.	NC	452900	54-1080403
Family Dollar Trucking, Inc.	NC	484200	56-1747883
Family Dollar Distribution, LLC	VA	493100	75-3057973
Family Dollar GC, LLC	NC	452900	56-2056614
Family Dollar Merchandising, L.P.	DE	452900	22-3848504
Family Dollar Stores of Indiana, LP	NC	452900	56-2061886
Family Dollar Stores of Kentucky, LP	NC	452900	56-2057706
Family Dollar Stores of Texas, LLC	VA	452900	56-2061876
Family Dollar Utah DC, LLC	VA	493100	56-2061876
FD Beach Blvd., LLC	VA	531390	None
Midwood Brands LLC	NC	452900	56-2056614
Family Dollar IP Co.	NC	551112	47-4382368
FD Spinco II, Inc.	DE	551112	None
FD Retail Properties, LLC	VA	531120	81-1464876
Matthews Real Estate Holdings LLC	NC	531120	81-1081385
Monroe Road Holdings LP	NC	531120	81-1113355

FORM T-1

Item 1.GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)    Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

3

Item 16.LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.A copy of the existing bylaws of the Trustee.**

5.A copy of each Indenture referred to in Item 4.  Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of December 31, 2015 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR,  Registration Number 333-199863 filed on November 5, 2014.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Nashville, State of Tennessee on the 5th  of May, 2016.

By:	/s/ Wally Jones
	Wally Jones
	Vice President

4

Exhibit 2

5

 Office of the Comptroller of the Currency

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

	IN TESTIMONY WHEREOF, today, December 4, 2015, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	Comptroller of the Currency

Exhibit 3

6

 Office of the Comptroller of the Currency

Washington, DC 20219

CERTIFICATION OF FIDUCIARY POWERS

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1.The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2.“U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

	IN TESTIMONY WHEREOF, today, December 4, 2015, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	Comptroller of the Currency

7

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: May 5, 2016

By:	/s/ Wally Jones
	Wally Jones
	Vice President

8

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2015

($000’s)

	12/31/2015
Assets
Cash and Balances Due From	$	11,116,460
Depository Institutions
Securities	105,221,515
Federal Funds	66,242
Loans & Lease Financing Receivables	259,137,459
Fixed Assets	4,356,531
Intangible Assets	13,140,000
Other Assets	24,420,027
Total Assets	$	417,458,234
Liabilities
Deposits	$	310,443,288
Fed Funds	1,617,316
Treasury Demand Notes	0
Trading Liabilities	989,983
Other Borrowed Money	46,198,790
Acceptances	0
Subordinated Notes and Debentures	3,150,000
Other Liabilities	12,012,892
Total Liabilities	$	374,412,269
Equity
Common and Preferred Stock	18,200
Surplus	14,266,400
Undivided Profits	27,904,230
Minority Interest in Subsidiaries	857,135
Total Equity Capital	$	43,045,965
Total Liabilities and Equity Capital	$	417,458,234

9

EX-99.1

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Exhibit 99.1

DOLLAR TREE, INC.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

$750,000,000 PRINCIPAL AMOUNT OF ITS 5.250% NOTES DUE 2020, THE ISSUANCE OF WHICH
HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR

A LIKE PRINCIPAL AMOUNT OF 5.250% NOTES DUE 2020

$2,500,000,000 PRINCIPAL AMOUNT OF ITS 5.750% NOTES DUE 2023, THE ISSUANCE OF WHICH
HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR

A LIKE PRINCIPAL AMOUNT OF 5.750% NOTES DUE 2023

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [    ·    ], 2016 (THE "EXPIRATION DATE") UNLESS EXTENDED.

The Exchange Agent is:

U.S. BANK NATIONAL ASSOCIATION

By Mail:	By Registered, Certified or Express Mail or by Overnight Courier:
U.S. Bank National Association Attn: Corporate Actions 111 Fillmore Avenue St. Paul, MN 55107-1402	U.S. Bank National Association Attn: Corporate Actions 111 Fillmore Avenue St. Paul, MN 55107-1402
By Facsimile (for Eligible Institutions Only) for Guarantee of Delivery Only:
U.S. Bank National Association Facsimile: (651) 466-7367 Confirm By Telephone: (800) 934-6802

        Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery. Only hard copies of this Letter of Transmittal or presentations via ATOP through the Depository Trust Company will be accepted.

        Questions and requests for assistance or for additional copies of the Prospectus or of the Letter of Transmittal and or related materials must be directed to the Exchange Agent by calling (800) 934-6802.

        The undersigned acknowledges receipt of the Prospectus dated [    ·    ], 2016 (the "Prospectus") of Dollar Tree, Inc. (the "Issuer"), and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Issuer's offer (the "Exchange Offer") to exchange its (i) 5.250% Notes due 2020 that have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "2020 exchange notes") for its outstanding 5.250% Notes due 2020 that were issued in a private placement (the "2020 old notes") and (ii) 5.750% Notes due 2023 that have been registered under the Securities Act (the "2023 exchange notes" and together with the 2020 exchange notes, the "Exchange Notes") for its outstanding 5.750% Notes due 2023 that were issued in a private placement (the "2023 old notes" and together with the 2020 old notes, the "Old Notes" and, together with the Exchange Notes, the "Notes") from the holders thereof.

        The Old Notes are unconditionally guaranteed (the "Old Guarantees") by each of the Issuer's subsidiaries that guarantees the obligations under the Credit Agreement dated as of March 9, 2015, as amended, among the Issuer (as successor by merger with Family Tree Escrow, LLC), as Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the "Guarantors"), and the Exchange Notes will be

unconditionally guaranteed (the "New Guarantees") by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Old Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for the Old Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Old Notes" include the related Old Guarantees.

        The terms of the Exchange Notes are substantially identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the issuance of the Exchange Notes is registered under the Securities Act and the Exchange Notes are not subject to any covenant regarding exchange registration rights under the Securities Act.

        The Issuer is not making the Exchange Offer to holders of the Old Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction. The Issuer also will not accept surrenders for exchange from holders of the Old Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction.

        Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

        YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS RELATING TO THE PROCEDURE FOR TENDERING AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

        The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE
LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.

2

        List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES TENDERED HEREWITH
Name(s) and Address(es) of Registered Holder(s) (Please fill in)		Certificate Number(s)*	Aggregate Principal Amount Represented By Old Notes*	Principal Amount Tendered**
		Total:
*	Need not be completed by book-entry holders.
**	Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See instruction 2.

        Holders of Old Notes whose Old Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus.

        Unless the context otherwise requires, the term "holder" for purposes of this Letter of Transmittal means any person in whose name Old Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Old Notes are held of record by The Depository Trust Company ("DTC").

o CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s):

Name of Eligible Guarantor Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

If Delivered by Book-Entry Transfer:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

3

o CHECK HERE IF EXCHANGE NOTES ARE TO BE ISSUED TO A PERSON OTHER THAN THE PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name:

Address:

o CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name:

Address:

o CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED OLD NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Old Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of the Issuer or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer that purchased Old Notes from the Issuer to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

4

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the principal amount of the Old Notes indicated above. Unless otherwise indicated above, the undersigned will be deemed to have tendered the full aggregate principal amount represented by the Old Notes. Subject to, and effective upon, the acceptance for exchange of any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer, in connection with the Exchange Offer) to cause the Old Notes to be assigned, transferred and exchanged.

        The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Old Notes or transfer ownership of such Old Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Old Notes by the Issuer and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuer of its obligations under the Registration Rights Agreement dated as of February 23, 2015, relating to the 2020 old notes (the "2020 Registration Rights Agreement"), among the Issuer, the Guarantors party thereto and J.P. Morgan Securities LLC, as representative of the Initial Purchasers (as defined in the 2020 Registration Rights Agreement) or under the Registration Rights Agreement dated as of February 23, 2015, relating to the 2023 old notes (the "2023 Registration Rights Agreement" and together with the 2020 Registration Rights Agreement, the "Registration Rights Agreements"), among the Issuer, the Guarantors party thereto and J.P. Morgan Securities LLC, as representative of the Initial Purchasers (as defined in the 2023 Registration Rights Agreement), as applicable, and that the Issuer shall have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under each applicable Registration Rights Agreement.

        The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Issuer's acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Issuer may not be required to accept for exchange any of the Old Notes.

        By tendering Old Notes and executing this Letter of Transmittal, the undersigned represents that (i) the holder is not an "affiliate" of the Issuer or the guarantors within the meaning of Rule 405 under the Securities Act; (ii) the holder is not engaged and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) the holder is acquiring the Exchange Notes in its ordinary course of business; and (iv) if the holder is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Old Notes that were acquired as a result of market-making activities or other trading activities, such holder will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned understands that all resales of the Exchange Notes must be made in compliance with applicable state securities or Blue Sky laws. If a resale does not qualify for an exemption from these laws, the undersigned acknowledges that it may be necessary to register or qualify the Exchange Notes in a particular state

5

or to make the resale through a licensed broker-dealer in order to comply with these laws. The undersigned further understands that the Issuer assumes no responsibility regarding compliance with state securities or Blue Sky laws in connection with resales.

        Any holder of Old Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable but tendered Old Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal.

        Certificates for all Exchange Notes delivered in exchange for tendered Old Notes and any Old Notes delivered herewith but not exchanged, in each case if registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

        The undersigned, by completing the box entitled "Description of Old Notes Tendered Herewith" above and signing this letter, will be deemed to have tendered the Old Notes as set forth in such box.

6

TENDERING HOLDER(S) SIGN HERE
(Complete accompanying IRS Form W-9 or IRS Form W-8, as applicable)

        Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Old Notes hereby tendered or in whose name Old Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3.

(Signature(s) of Holder(s))

Date

Name(s)

(Please Print)

Capacity (full title)

Address

(Including Zip Code)

Daytime Area Code and Telephone No.

Taxpayer Identification No.

GUARANTEE OF SIGNATURE(S)
(If Required—See Instruction 3)

Authorized Signature

Dated

Name

Title

Name of Firm

Address of Firm

(Include Zip Code)

Area Code and Telephone No.

7

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4) (Complete accompanying IRS Form W-9 or IRS Form W-8, as applicable)		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4)
To be completed ONLY if Exchange Notes or Old Notes not tendered are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above.		To be completed ONLY if Exchange Notes or Old Notes not tendered are to be delivered to the registered holder(s) at an address other than that shown above.
Issue:	o Old Notes not tendered to: o Exchange Notes to:	Deliver:	o Old Notes not tendered to: o Exchange Notes to:
Name(s)		Name(s)
	(Please Print)
Address:		Address:
(Including Zip Code)		(Including Zip Code)
Daytime Area Code and Telephone No.		Daytime Area Code and Telephone No
Taxpayer Identification No.

8

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.

Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

        A holder of Old Notes may tender the same by (i) properly completing and signing this Letter of Transmittal and delivering the same, together with the certificate or certificates, if applicable, representing the Old Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

        Holders of Old Notes may tender Old Notes by book-entry transfer by crediting the Old Notes to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send a computer-generated message (an "Agent's Message") to the Exchange Agent for its acceptance in which the holder of the Old Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal or the DTC participant confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participants identified in the Agent's Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

        The method of delivery of this Letter of Transmittal, the Old Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases, sufficient time should be allowed to permit timely delivery. No Old Notes or Letters of Transmittal should be sent to the Issuer.

        Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Old Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Guarantor Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution a notice of guaranteed delivery, acceptable to the Issuer, by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier), or mail delivery, setting forth the name and address of the tendering holder, the names in which such Old Notes are registered, the certificate numbers of the Old Notes to be tendered, if applicable, and the amount of the Old Notes being tendered. The notice of guaranteed delivery shall state that the tender is being made and guarantee that within three New York Stock Exchange trading days after the Expiration Date, the certificates for all physically tendered Old Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with this properly completed and duly executed Letter of Transmittal or Agent's Message with any required signature guarantees and any other documents required by this Letter of Transmittal will be deposited by the Eligible Guarantor Institution with the Exchange Agent. The Exchange Agent must receive the certificates for all physically tendered Old Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with this properly completed and duly executed Letter of Transmittal or Agent's Message with any required signature guarantees and any other documents required by this Letter of Transmittal, within three New York Stock Exchange trading days after the Expiration Date, all as provided in the Prospectus.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of the Old Notes for exchange.

9

2.

Partial Tenders; Withdrawals.

        If less than the entire principal amount of Old Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Old Notes tendered in the box entitled "Description of Old Notes Tendered Herewith." A newly issued certificate for the Old Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

        If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.

        To be effective with respect to the tender of Old Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Issuer notifies the Exchange Agent that they have accepted the tender of Old Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Old Notes to be withdrawn; (iii) identify the Old Notes to be withdrawn (including the principal amount of such Old Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Old Notes and the principal amount of Old Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Old Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Old Notes promptly following receipt of notice of withdrawal. If Old Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Old Notes or otherwise comply with the book-entry transfer facility's procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Issuer, and such determination will be final and binding on all parties.

        Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Old Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following one of the procedures described under the caption "The Exchange Offer—Procedures for Tendering" in the Prospectus at any time prior to the Expiration Date.

3.

Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

        If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If a number of Old Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Old Notes.

        When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Old Notes) of Old Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

        If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Old Notes listed, such Old Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuer and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Old Notes.

        If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, proper evidence satisfactory to the Issuer of their authority so to act must be submitted.

        Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.

10

        Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Old Notes are tendered: (i) by a holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution (as defined below). In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible Guarantor Institution"). If Old Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Old Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

4.

Special Issuance and Delivery Instructions.

        Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Old Notes not exchanged are to be issued or delivered, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated and, as described in Instruction 8, a duly completed IRS Form W-9 or IRS Form W-8, as applicable, must be provided. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5.

Transfer Taxes.

        Except as otherwise provided in this Instruction 5, the Issuer shall pay or cause to be paid all transfer taxes, if any, applicable to the transfer and exchange of Old Notes for Exchange Notes pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the Old Notes tendered, or if tendered Old Notes are to be registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of Old Notes for Exchange Notes pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the applicable holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such applicable holder.

6.

Waiver of Conditions.

        The Issuer reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7.

Mutilated, Lost, Stolen or Destroyed Securities.

        Any holder whose Old Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8.

Taxpayer Information; IRS Form W-9; IRS Form W-8.

        Under U.S. federal income tax law, a holder of Exchange Notes may be subject to backup withholding on reportable payments received in respect of the Exchange Notes unless the holder provides the Exchange Agent with its correct taxpayer identification number ("TIN") and certain other information on Internal Revenue Service ("IRS") Form W-9, which is provided below, or otherwise establishes an exemption. If the Issuer is not provided with the correct TIN or an adequate basis for an exemption, a holder may be subject to a penalty imposed by the IRS, and backup withholding (currently at a rate of 28%) may apply to any reportable payments made to such holder. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely provided to the IRS.

        To prevent backup withholding on reportable payments in respect of the Exchange Notes, each holder that is a U.S. person for U.S. federal income tax purposes must provide such holder's correct TIN by completing the enclosed IRS Form W-9 certifying that (i) the TIN provided on the IRS Form W-9 is correct (or that such holder

11

is awaiting a TIN), (ii) the holder is not subject to backup withholding because (x) such holder is exempt from backup withholding, (y) such holder has not been notified by the IRS that he or she is subject to backup withholding as a result of a failure to report all interest or dividends, or (z) the IRS has notified the holder that he or she is no longer subject to backup withholding, and (iii) the holder is a U.S. person for U.S. federal income tax purposes (including a U.S. resident alien). Please see the instructions to the enclosed IRS Form W-9.

        Certain holders (including, among others, corporations and certain non-U.S. persons) are not subject to backup withholding. Exempt U.S. holders should indicate their exempt status on IRS Form W-9. A non-U.S. holder may qualify as an exempt recipient by submitting to the Exchange Agent a properly completed Form W-8BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury, attesting to that holder's exempt status. The applicable IRS Form W-8 can be obtained from the IRS website at http://www.irs.gov.

9.

Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

        IMPORTANT: This Letter of Transmittal (together with certificates of Old Notes or confirmation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent on or prior to the Expiration Date.

12

Form       W-9
(Rev. December 2014)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification Give Form to the
requester. Do not
send to the IRS.

Print or type
See Specific Instructions on page 2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
2 Business name/disregarded entity name, if different from above
3 Check appropriate box for federal tax classification; check only one of the following seven boxes: o Individual/sole proprietor or    o C Corporation    o S Corporation    o Partnership    o Trust/estate       single-member LLC		4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):
o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) > _____		Exempt payee code (if any) _____
Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner.		Exemption from FATCA reporting code (if any) _____ (Applies to accounts maintained outside the U.S.)
o Other (see instructions) >
5 Address (number, street, and apt. or suite no.)	Requester's name and address (optional)
6 City, state, and ZIP code
7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

	Social security number
			–	–
or
	Employer identification number
		–

Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
3.	I am a U.S. citizen or other U.S. person (defined below); and
4.	The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign
Here Signature of
U.S. person > Date >

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

      Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

      By signing the filled-out form, you:

      1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

      2. Certify that you are not subject to backup withholding, or

      3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

      4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

Cat. No. 10231X Form W-9 (Rev. 12-2014)

Form W-9 (Rev. 12-2014) Page 2

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

      In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

      If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

      1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

      2. The treaty article addressing the income.

      3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

      4. The type and amount of income that qualifies for the exemption from tax.

      5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

      If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

      You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

      1. You do not furnish your TIN to the requester,

      2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

      3. The IRS tells the requester that you furnished an incorrect TIN,

      4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

      5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

      Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

      Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

      If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

      a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

      b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or "doing business as" (DBA) name on line 2.

      c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.

      d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

      e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a "disregarded entity." See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, "Business name/disregarded entity name." If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Form W-9 (Rev. 12-2014) Page 3

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the "Limited Liability Company" box and enter "P" in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the "Limited Liability Company" box and in the space provided enter "C" for C corporation or "S" for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the "Limited Liability Company" box; instead check the first box in line 3 "Individual/sole proprietor or single-member LLC."

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

      The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

      1 – An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

      2 – The United States or any of its agencies or instrumentalities

      3 – A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

      4 – A foreign government or any of its political subdivisions, agencies, or instrumentalities

      5 – A corporation

      6 – A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

      7 – A futures commission merchant registered with the Commodity Futures Trading Commission

      8 – A real estate investment trust

      9 – An entity registered at all times during the tax year under the Investment Company Act of 1940

      10 – A common trust fund operated by a bank under section 584(a)

      11 – A financial institution

      12 – A middleman known in the investment community as a nominee or custodian

      13 – A trust exempt from tax under section 664 or described in section 4947

      The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 7
Broker transactions	Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions	Exempt payees 1 through 4

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) written or printed on the line for a FATCA exemption code.

      A – An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

      B – The United States or any of its agencies or instrumentalities

      C – A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

      D – A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

      E – A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

      F – A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

      G – A real estate investment trust

      H – A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

      I – A common trust fund as defined in section 584(a)

      J – A bank as defined in section 581

      K – A broker

      L – A trust exempt from tax under section 664 or described in section 4947(a)(1)

      M – A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

      If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

      If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

      If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution:A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Form W-9 (Rev. 12-2014) Page 4

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

      For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner1
5.	Sole proprietorship or disregarded entity owned by an individual	The owner3
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:		Give name and EIN of:
7.	Disregarded entity not owned by an individual	The owner
8.	A valid trust, estate, or pension trust	Legal entity4
9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
11.	Partnership or multi-member LLC	The partnership
12.	A broker or registered nominee	The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

² Circle the minor's name and furnish the minor's SSN.

³ You must show your individual name and you may also enter your business or DBA name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.

^* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

      To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

      If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

      If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

      For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

      Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

      The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

      If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

      Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

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Exhibit 99.1

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
GUARANTEE OF SIGNATURE(S) (If Required—See Instruction 3)
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.2

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Exhibit 99.2

FORM OF NOTICE OF GUARANTEED DELIVERY

NOTICE OF GUARANTEED DELIVERY

FOR OFFER TO EXCHANGE

$750,000,000 PRINCIPAL AMOUNT OF ITS 5.250% NOTES DUE 2020, THE ISSUANCE OF
WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR

A LIKE PRINCIPAL AMOUNT OF 5.250% NOTES DUE 2020

$2,500,000,000 PRINCIPAL AMOUNT OF ITS 5.750% NOTES DUE 2023, THE ISSUANCE OF
WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR

A LIKE PRINCIPAL AMOUNT OF 5.750% NOTES DUE 2023

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [    ·    ], 2016 (THE "EXPIRATION DATE") UNLESS EXTENDED.

        Registered holders of (i) outstanding 5.250% Notes due 2020 (the "2020 Outstanding Notes") who wish to tender their 2020 Outstanding Notes in exchange for a like principal amount of new 2.500% Notes due 2020 (the "2020 Exchange Notes") and (ii) outstanding 5.750% Notes due 2023 (the "2023 Outstanding Notes" and, together with the 2020 Outstanding Notes, the "Outstanding Notes") who wish to tender their 2023 Outstanding Notes in exchange for a like principal amount of new 5.750% Notes due 2023 (the "2023 Exchange Notes" and, together with the 2023 Exchange Notes, the "Exchange Notes"), and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to U.S. Bank National Association (the "Exchange Agent") prior to the Expiration Date, may use this Notice of Guaranteed Delivery.

        This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mailed to the Exchange Agent. See "Exchange Offer—Guaranteed delivery procedures" in the Prospectus.

The Exchange Agent is:

U.S. BANK NATIONAL ASSOCIATION

By Mail:	By Facsimile (for Eligible Institutions Only):
U.S. Bank National Association Attn: Corporate Actions 111 Fillmore Avenue St. Paul, MN 55107-1402	U.S. Bank National Association Facsimile: (651) 466-7367 Confirm by Telephone: (800) 934-6802
By Registered, Certified or Express Mail Or by Overnight Courier:
U.S. Bank National Association Attn: Corporate Actions 111 Fillmore Avenue St. Paul, MN 55107-1402

        Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

        The undersigned hereby tenders the principal amount of Outstanding Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated [    ·    ], 2016 of Dollar Tree, Inc. (the "Prospectus"), receipt of which is hereby acknowledged.

DESCRIPTION OF OUTSTANDING NOTES TENDERED
Name of Tendering Holder	Name and address of registered holder as it appears on the Outstanding Notes (Please Print)	Certificate Number(s) of Outstanding Notes Tendered (or Account Number at Book-Entry Facility)	Principal Amount of Outstanding Notes Tendered
Form of Notice of Guaranteed Delivery

SIGN HERE

Name of Registered or Acting Holder:

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Date:

If Outstanding Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number:

Date:

2

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)

        The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at its address set forth on the reverse hereof, the certificates representing the Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent's account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date (as defined in the Letter of Transmittal).

Name of Firm:
	(Authorized Signature)
Address:	Title:
	Name:
(Zip Code)	(Please type or print)
Area Code and Telephone No.:	Date:

NOTE:
DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

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Exhibit 99.2

SIGN HERE
THE FOLLOWING GUARANTEE MUST BE COMPLETED GUARANTEE OF DELIVERY (Not to be used for signature guarantee)

EX-99.3

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Exhibit 99.3

DOLLAR TREE, INC.

OFFER TO EXCHANGE

$750,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.250% NOTES DUE 2020 FOR
ANY AND ALL OF THE OUTSTANDING 5.250% NOTES DUE 2020

$2,500,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.750% NOTES DUE 2023 FOR
ANY AND ALL OF THE OUTSTANDING 5.750% NOTES DUE 2023

[    ·    ], 2016

To Brokers, Dealers, Commercial Banks,
        Trust Companies and other Nominees:

        As described in the enclosed Prospectus, dated [    ·    ], 2016 (as the same may be amended or supplemented from time to time, the "Prospectus"), and Letter of Transmittal (the "Letter of Transmittal"), Dollar Tree, Inc., a Virginia corporation (the "Issuer") and certain subsidiaries of the Issuer (the "Guarantors"), are offering to exchange (the "Exchange Offer") (i) an aggregate principal amount of up to $750,000,000 of 5.250% Notes due 2020 (the "2020 Exchange Notes") for any and all of the outstanding 5.250% Notes due 2020 (the "2020 Old Notes") and (ii) an aggregate principal amount of up to $2,500,000,000 of 5.750% Notes due 2023 (the "2023 Exchange Notes" and, together with the 2020 Exchange Notes, the "Exchange Notes") for any and all of the outstanding 5.750% Notes due 2023 (the "2023 Old Notes" and, together with the 2020 Old Notes, the "Old Notes") in denominations of $2,000 and integral multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal, are not entitled to registration rights and do not have the right to earn additional interest under circumstances relating to the Issuer's registration obligations. The Old Notes are unconditionally guaranteed (the "Old Guarantees") by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Old Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for the Old Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Old Notes" include the related Old Guarantees. The Issuer will accept for exchange any and all Old Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

        Enclosed are copies of the following documents:

1.

The Prospectus;

2.

The Letter of Transmittal for your use in connection with the tender of Old Notes and for the information of your clients, including an IRS Form W-9;

3.

A form of Notice of Guaranteed Delivery; and

4.

A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Old Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions regarding the Exchange Offer.

        Your prompt action is requested. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on [    ·    ], 2016 (the "Expiration Date"), unless the Issuer otherwise extends the Exchange Offer.

        To participate in the Exchange Offer, certificates for Old Notes, together with a duly executed and properly completed Letter of Transmittal, or a timely confirmation of a book-entry transfer of such Old Notes into the account of U.S. Bank National Association (the "Exchange Agent"), at the book-entry transfer facility, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal. Questions and requests for assistance must be directed to the Exchange Agent by calling (800) 934-6802.

        The Issuer will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Old Notes pursuant to the Exchange Offer. However, the Issuer will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Old Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

        If holders of the Old Notes wish to tender, but it is impracticable for them to forward their Old Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

        Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent at its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

Very truly yours,

Dollar Tree, Inc.

        NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

2

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Exhibit 99.3

EX-99.4

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Exhibit 99.4

DOLLAR TREE, INC.

OFFER TO EXCHANGE

$750,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.250% NOTES DUE 2020 FOR
ANY AND ALL OF THE OUTSTANDING 5.250% NOTES DUE 2020

$2,500,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5.750% NOTES DUE 2023 FOR
ANY AND ALL OF THE OUTSTANDING 5.750% NOTES DUE 2023

[    ·    ], 2016

To Our Clients:

        Enclosed for your consideration are a Prospectus, dated [    ·    ], 2016 (as the same may be amended or supplemented from time to time, the "Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"), relating to the offer by Dollar Tree, Inc., a Virginia corporation (the "Issuer") and certain subsidiaries of the Issuer (the "Guarantors"), to exchange (i) an aggregate principal amount of up to $750,000,000 of 5.250% Notes due 2020 (the "2020 Exchange Notes") for any and all of the outstanding 5.250% Notes due 2020 (the "2020 Old Notes") and (ii) an aggregate principal amount of up to $2,500,000,000 of 5.750% Notes due 2023 (the "2023 Exchange Notes" and, together with the 2020 Exchange Notes, the "Exchange Notes") for any and all of the outstanding 5.750% Notes due 2023 (the "2023 Old Notes" and, together with the 2020 Old Notes, the "Old Notes"), in denominations of $2,000 and integral multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal, are not entitled to registration rights and do not have the right to earn additional interest under circumstances relating to the Issuer's registration obligations. The Old Notes are unconditionally guaranteed (the "Old Guarantees") by the Guarantors, and the Exchange Notes are unconditionally guaranteed (the "New Guarantees") by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Old Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for the Old Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Old Notes" include the related Old Guarantees. The Issuer will accept for exchange any and all Old Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

        PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [    ·    ], 2016 (THE "EXPIRATION DATE"), UNLESS THE ISSUER EXTENDS THE EXCHANGE OFFER.

        The enclosed materials are being forwarded to you as the beneficial owner of the Old Notes held by us for your account but not registered in your name. A tender of such Old Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Issuer urges beneficial owners of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Old Notes in the Exchange Offer.

        Accordingly, we request instructions as to whether you wish to tender any or all such Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your Old Notes, please so instruct us by completing, signing and returning to us the "Instructions to Registered Holder from Beneficial Owner" form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Old Notes.

        The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Old Notes held by us and registered in our name for your account or benefit.

        If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Old Notes on your account.

2

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

        The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated [    ·    ], 2016 (as the same may be amended or supplemented from time to time, the "Prospectus"), and Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") by Dollar Tree, Inc., a Virginia corporation (the "Issuer") and certain subsidiaries of the Issuer (the "Guarantors") to exchange (i) an aggregate principal amount of up to $750,000,000 of 5.250% Notes due 2020 (the "2020 Exchange Notes") for any and all of the outstanding 5.250% Notes due 2020 (the "2020 Old Notes") and (ii) an aggregate principal amount of up to $2,500,000,000 of 5.750% Notes due 2023 (the "2023 Exchange Notes" and, together with the 2020 Exchange Notes, the "Exchange Notes") for any and all of the outstanding 5.750% Notes due 2023 (the "2023 Old Notes" and, together with the 2020 Old Notes, the "Old Notes"), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

        This will instruct you, the registered holder, to tender the principal amount of the Old Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

Principal Amount Held for Account Holder(s)
Principal Amount to be Tendered*

*

Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

        If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Old Notes, including but not limited to the representations that the undersigned (i) is not an "affiliate," as defined in Rule 405 under the Securities Act of 1933, of the Issuer or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) if the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Old Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes. If a holder of the Old Notes is an affiliate of the Issuer or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act of 1933 and must comply with such requirements in connection with any secondary resale transaction.

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SIGN HERE

Dated:

Signature(s):

Print Name(s):

Address:

(Please include Zip Code)

Telephone Number:

(Please include Area Code)

Tax Identification Number or Social Security Number:

My Account Number With You:

4

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Exhibit 99.4