Exhibit 10.5


 


AMENDMENT
TO MANAGEMENT STOCKHOLDER’S AGREEMENTS (THIS “AMENDMENT”)


 


WHEREAS, Dollar General Corporation a Tennessee Corporation (the “Company”),
and Buck Holdings, L.P., a Delaware limited partnership (“Parent”) have
previously entered into a number of Management Stockholder’s Agreements (all
such agreements collectively, the “Management Stockholders Agreements”)
with certain individuals who are key employees of the Company or one of its
subsidiaries (the “Management Stockholders”);


 


WHEREAS, Section 16 of the Management Stockholders Agreements
provides that the Management Stockholders Agreements may be amended by the
Company, subject to the conditions specified therein, at any time upon notice
to the Management Stockholders thereof;


 


WHEREAS, the Company and Parent desire to amend the Management
Stockholders Agreements for the benefit of the Management Stockholders as
provided herein;


 


NOW, THEREFORE, in consideration of the mutual agreements specified in
this Amendment, the parties hereto hereby agree as follows:


 


1.    Amendment to
Management Stockholders Agreements.  The first sentence of Section 2(a) of
the Managements Stockholders Agreements is hereby amended and restated in its
entirety to read as follows:


 


“The Management Stockholder agrees and
acknowledges that he will not, directly or indirectly, offer, transfer, sell,
assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts
being referred to herein as a “transfer”) any shares of Purchased Stock,
Rollover Stock and, at the time of exercise, Common Stock issuable upon
exercise of Options (“Option Stock”; together with all Purchased Stock,
Rollover Stock and any other Common Stock otherwise acquired and/or held by the
Management Stockholder Entities as of or after the date hereof, “Stock”;
provided that the term “Stock” shall not include any shares of Common Stock
purchased on or after the date of consummation of a Qualified Public Offering (i) in
the open market, (ii) through a directed share program or (iii) through
a direct stock purchase plan for the benefit of the Company’s employees and/or
the public that is administered by a third party administrator), except as
provided in this Section 2(a) below and Section 3 hereof.”


 


2.    Governing Law.
 The laws of the State of
Tennessee applicable to contracts executed and to be performed entirely in such
state shall govern the interpretation, validity and performance of the terms of
this Agreement.


 

















 


3.    Counterparts.
 This Amendment may be executed in counterparts, and by different parties
on separate counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument.


 


4.    No Other Amendments.
 Except to the extent expressly amended by this Amendment, all terms of
the Management Stockholders Agreements shall remain in full force and effect
without amendment, change or modification.


 

















 


IN WITNESS WHEREOF, each of the following have
executed this Amendment as of the date first set forth above.


 


 


	
  DOLLAR GENERAL CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BUCK HOLDINGS, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: