CONFIDENTIAL TREATMENT REQUESTED

EX-10.4 5 ex104-redactedxjpmorganunc.htm EXHIBIT 10.4 REDACTED JP MORGAN SUPPLEMENTAL UNCOLLARED AGREEMENT Ex10.4-REDACTED-JPMorganUncollaredSupplementalConfirmation

Exhibit 10.4

CONFIDENTIAL TREATMENT REQUESTED

Confidential material has been separately filed with the Securities and Exchange Commission under an application for confidential treatment. Terms for which confidential treatment has been requested have been omitted and marked with an asterisk [*]

SUPPLEMENTAL CONFIRMATION

September 17, 2013

To: Dollar Tree, Inc.

500 Volvo Parkway

Chesapeake, VA 23320

Attn: Roger W. Dean, Vice President – Treasurer

Facsimile: 757 ###-###-####


From:	JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England

Re: Issuer Uncollared Forward Repurchase Transaction

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”), and Dollar Tree, Inc. (“Counterparty” and together with JPMorgan, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between JPMorgan and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1.This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of September 17, 2013 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:


Trade Date:	September 17, 2013


Calculation Period Start Date:	September 19, 2013


Scheduled Termination Date:	*[]** (or if such date is not an Exchange Business Day, the next following Exchange Business Day), as the same may be postponed pursuant to the provisions of the Master Confirmation, subject to JPMorgan’s right to accelerate the Termination Date to any date on or after the First Acceleration Date.


First Acceleration Date:	*[]**

Maximum Number of Shares


to be Delivered:	100,000,000 Shares

CONFIDENTIAL TREATMENT REQUESTED


Initial Shares:	7,164,607


Prepayment Amount:	USD 500,000,000

Forward Price Adjustment


Amount:	USD *[]**


Initial Share Cap:	27,000,000 Shares

3. Counterparty represents and warrants to JPMorgan that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during the four full calendar weeks immediately preceding the Trade Date other than through JPMorgan.

4. This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.

[Remainder of Page Intentionally Left Blank]

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Supplemental Confirmation and returning it to us.

Yours sincerely,

J.P. MORGAN SECURITIES LLC, as agent for
JPMorgan Chase Bank, National Association,
London Branch

By: /s/ Sudheer Tegulapalle

Name: Sudheer Tegulapalle

Title: Executive Director

Confirmed as of the date first above written:

DOLLAR TREE, INC.

By: /s/ Kevin S. Wampler

Name: Kevin Wampler

Title: Chief Financial Officer