MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores • Tennessee
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of January 21, 2008 among Dollar General Corporation, a Tennessee corporation (the “Company”), Buck Holdings, L.P., a Delaware limited partnership (“Parent”) and the undersigned person (the “Management Stockholder”) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2007, among Retail Risk Solutions, LLC (the “Guaranteeing Subsidiary”), a Tennessee limited liability company and a subsidiary of Dollar General Corporation, a Tennessee Corporation (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
ContractSecurity Agreement • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores
SUPPLEMENT NO. 2 dated as of December 31, 2007, to the Security Agreement dated as of July 6, 2007, as previously supplemented (the “Security Agreement”), among Dollar General Corporation, a Tennessee corporation (the “Parent Borrower”), each subsidiary of the Parent Borrower party to the Credit Agreement (as defined below) (each such subsidiary, a “Subsidiary Borrower” together with the Parent Borrower, the “Borrowers”) and each subsidiary of the Parent Borrower that became a party thereto pursuant to Section 8.13 of the Security Agreement) (each such subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, the Subsidiary Borrowers and the Parent Borrower are referred to collectively herein as the “Grantors”), and The CIT Group/Business Credit, Inc. (“CIT”), as collateral agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores • Tennessee
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of January 11, 2008, is made and entered into by and between DOLLAR GENERAL CORPORATION (the “Company”) and Richard Dreiling (“Executive”).
STOCK OPTION AGREEMENTStock Option Agreement • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores • Delaware
THIS AGREEMENT, dated as of January 21, 2008 (the “Grant Date”) is made by and between Dollar General Corporation, a Tennessee corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and its Affiliates (the “Plan”).
SALE PARTICIPATION AGREEMENTSale Participation Agreement • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores • Delaware
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Dollar General Corporation, a Tennessee corporation (the “Company”), Buck Holdings, L.P. (“Parent”) and you (the “Stockholder’s Agreement”) relating to (i) the purchase by you of Purchased Stock (as defined in the Stockholder’s Agreement); and/or (ii) the grant by the Company to you of (x) options (“Options”) to purchase shares of common stock, par value $0.50 per share, of the Company (“Common Stock”) and (y) restricted shares of Common Stock (“Restricted Stock”). Parent hereby agrees with you as follows, effective as of the date hereof:
ContractDGC Properties of Kentucky, LLC • January 25th, 2008 • Retail-variety stores
SUPPLEMENT NO. 2 dated as of December 31, 2007, to the GUARANTEE (the “Guarantee”) dated as of July 6, 2007, as previously supplemented, among each of the Guarantors listed on the signature pages thereto (each such subsidiary individually, a “Guarantor” and, collectively, the “Guarantors”), and Citicorp North America Inc., as Collateral Agent for the Lenders from time to time parties to the Credit Agreement referred to below.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores • Delaware
THIS AGREEMENT (the “Agreement”) is made effective as of January 21, 2008 (the “Grant Date”), between Dollar General Corporation, a Tennessee corporation (hereinafter called the “Company”), and Richard Dreiling, an employee of the Company, hereinafter referred to as the “Grantee.” Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan or the Management Stockholder’s Agreement (each as defined below).
ContractSecurity Agreement • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores
SUPPLEMENT NO. 2 dated as of December 31, 2007, to the Security Agreement dated as of July 6, 2007, as previously supplemented (the “Security Agreement”), among Dollar General Corporation, a Tennessee corporation (the “Borrower”), each subsidiary of the Borrower listed on Annex A thereto (each such subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Borrower are referred to collectively herein as the “Grantors”), and Citicorp North America, Inc., as collateral agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.
Supplemental ReleaseSupplemental Release • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores
This Supplemental Release agreement is between Dollar General Corporation and David Perdue (collectively “the Parties”). Reference is made to that Employment Agreement entered by the Parties on September 18, 2006 (the “Employment Agreement”) and to that Release Agreement entered between the Parties dated July 16, 2007 (the “Release”).
ContractDGC Properties of Kentucky, LLC • January 25th, 2008 • Retail-variety stores
SUPPLEMENT NO. 1 dated as of December 31, 2007, to the GUARANTEE (the “Guarantee”) dated as of September 11, 2007, among DC Financial, LLC (the “Guarantor”), and The CIT Group/Business Credit Inc., as Collateral Agent for the Lenders from time to time parties to the Credit Agreement referred to below.
DOLLAR GENERAL CORPORATIONDollar • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores
In connection with the closing of the acquisition contemplated in that certain Agreement and Plan of Merger, dated as of March 11, 2007, by and among Buck Holdings, L.P., a Delaware corporation (“Parent”), Buck Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent, and the Dollar General Corporation (“Company”), you and the Company executed an employment agreement (the “Employment Agreement”), the terms of which became effective on July 6, 2007. All capitalized terms not defined herein shall have the meaning set forth in your Employment Agreement.
OPERATING AGREEMENTOperating Agreement • January 25th, 2008 • DGC Properties of Kentucky, LLC • Retail-variety stores • Tennessee
This OPERATING AGREEMENT (“Agreement”) is made and entered into as of the 31st day of December, 2007, by Dollar General Corporation, a Tennessee corporation, as the sole member (the “Member”) of Retail Risk Solutions, LLC, a Tennessee limited liability company (the “Company”).
ContractDGC Properties of Kentucky, LLC • January 25th, 2008 • Retail-variety stores
SUPPLEMENT NO. 2 dated as of December 31, 2007 to the PLEDGE AGREEMENT dated as of July 6, 2007, as previously supplemented, among Dollar General Corporation, a Tennessee corporation (the “Borrower”), each of the Subsidiaries of the Borrower listed on the signature pages hereto (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the Borrower are referred to collectively as the “Pledgors”) and Citicorp North America, Inc., as collateral agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.
