JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT July 6, 2015
Exhibit 4.3
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
July 6, 2015
Reference is hereby made to the Registration Rights Agreement, dated as of February 23, 2015 (the Registration Rights Agreement), by and among Family Tree Escrow, LLC (Escrow Issuer), Dollar Tree, Inc. (Dollar Tree) and J.P. Morgan Securities LLC, on behalf of itself and the other Initial Purchasers. Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
1. Joinder of the Guarantor. Each signatory hereto (each, a Guarantor) hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement applicable to a Guarantor with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as Guarantor therein and as if such Guarantor executed the Registration Rights Agreement on the date thereof.
2. Governing Law. This Joinder Agreement, and any claim, controversy or dispute arising under or related to this Joinder Agreement, shall be governed by and construed in accordance with the laws of the State of New York.
3. Counterparts. This agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Joinder Agreement by facsimile, email or other electronic transmission (i.e., pdf) shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.
4. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
5. Headings. The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.
| AS GUARANTORS: | ||
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| DOLLAR TREE SOURCING COMPANY, LLC | ||
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| By: | /s/ Kevin S. Wampler | |
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| Name: | Kevin S. Wampler |
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| Title: | Chief Financial Officer |
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| DOLLAR TREE AIR, INC. | ||
| DOLLAR TREE PROPERTIES, INC. | ||
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| By: | /s/ Kevin S. Wampler | |
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| Name: | Kevin S. Wampler |
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| Title: | President |
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| DOLLAR TREE DISTRIBUTION, INC. | ||
| DOLLAR TREE MANAGEMENT, INC. | ||
| GREENBRIER INTERNATIONAL, INC. | ||
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| By: | /s/ Kevin S. Wampler | |
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| Name: | Kevin S. Wampler |
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| Title: | Vice President |
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| DOLLAR TREE OLLIES, LLC | ||
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| By: | /s/ Kevin S. Wampler | |
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| Name: | Kevin S. Wampler |
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| Title: | Manager |
[2020 Notes Registration Rights Agreement Joinder]
| FAMILY DOLLAR, INC. | ||
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| By: | /s/ Kevin S. Wampler | |
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| Name: | Kevin S. Wampler |
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| Title: | Executive Vice President - Chief Financial Officer |
[2020 Notes Registration Rights Agreement Joinder]
| FAMILY DOLLAR STORES OF TEXAS, LLC | ||
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| By: | FAMILY DOLLAR HOLDINGS, INC., its managing member | |
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| By: | /s/ William A. Old, Jr. | |
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| Name: | William A. Old, Jr. |
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| Title: | Senior Vice President - General Counsel and Secretary |
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| FAMILY DOLLAR DISTRIBUTION, LLC | ||
| MIDWOOD BRANDS, LLC | ||
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| By: | FAMILY DOLLAR SERVICES, INC., its managing member | |
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| By: | /s/ William A. Old, Jr. | |
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| Name: | William A. Old, Jr. |
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| Title: | Senior Vice President - General Counsel and Secretary |
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| FAMILY DOLLAR GC, LLC | ||
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| By: | FAMILY DOLLAR, INC., its managing member | |
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| By: | /s/ William A. Old, Jr. | |
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| Name: | William A. Old, Jr. |
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| Title: | Senior Vice President - General Counsel and Secretary |
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| FAMILY DOLLAR UTAH DC, LLC | ||
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| By: | FAMILY DOLLAR STORES OF TEXAS, LLC, its managing member | |
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| By: | FAMILY DOLLAR HOLDINGS, INC., its managing member | |
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| By: | /s/ William A. Old, Jr. | |
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| Name: | William A. Old, Jr. |
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| Title: | Senior Vice President - General Counsel and Secretary |
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| FD BEACH BLVD, LLC | ||
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| By: | FAMILY DOLLAR STORES OF FLORIDA, INC., its managing member | |
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| By: | /s/ William A. Old, Jr. | |
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| Name: | William A. Old, Jr. |
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| Title: | Senior Vice President - General Counsel and Secretary |
[2020 Notes Registration Rights Agreement Joinder]
| FAMILY DOLLAR IP CO. | ||
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| By: | /s/ Kevin S. Wampler | |
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| Name: | Kevin S. Wampler |
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| Title: | Executive Vice President - Chief Financial Officer |
[2020 Notes Registration Rights Agreement Joinder]