Exhibit
4.48


 




 





SHAREHOLDERS’ AGREEMENT


 


OF


 


DOLLAR GENERAL CORPORATION


 


Dated as of               
, 2009




 





 

















 


Table of Contents


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE
  I DEFINITIONS

  	
  2

  
	
  SECTION 1.1.   Definitions

  	
  2

  
	
  SECTION 1.2.   Construction

  	
  4

  
	
  ARTICLE
  II CORPORATE GOVERNANCE

  	
  5

  
	
  SECTION 2.1.   Board of Directors

  	
  5

  
	
  SECTION 2.2.   Committees

  	
  6

  
	
  SECTION 2.3.   Consent Rights

  	
  7

  
	
  SECTION 2.4.   Outside Activities

  	
  7

  
	
  ARTICLE
  III GENERAL PROVISIONS

  	
  8

  
	
  SECTION 3.1.   Notices

  	
  8

  
	
  SECTION 3.2.   Amendment; Waiver

  	
  10

  
	
  SECTION 3.3.   Further Assurances

  	
  10

  
	
  SECTION 3.4.   Assignment

  	
  10

  
	
  SECTION 3.5.   Third Parties

  	
  10

  
	
  SECTION 3.6.   Governing Law

  	
  11

  
	
  SECTION 3.7.   Jurisdiction

  	
  11

  
	
  SECTION 3.8.   Specific Performance

  	
  11

  
	
  SECTION 3.9.   Entire Agreement

  	
  11

  
	
  SECTION 3.10.   Severability

  	
  11

  
	
  SECTION 3.11.   Table of Contents,
  Headings and Captions

  	
  11

  
	
  SECTION 3.12.   Counterparts

  	
  12

  
	
  SECTION 3.13.   Effectiveness

  	
  12

  
	
  SECTION 3.14.   No Recourse

  	
  12

  



 


i

















 


SHAREHOLDERS’ AGREEMENT


 


of


 


DOLLAR GENERAL CORPORATION


 


This SHAREHOLDERS’ AGREEMENT (as the same may be
amended, modified or supplemented from time to time, the “Agreement”),
dated as of            
, 2009 (the “Effective Time”), concerning Dollar General Corporation
(the “Company”), a Tennessee corporation, is entered into by and among
the Company, the Sponsor Shareholders (as defined herein) and Buck Holdings,
L.P., a Delaware limited partnership (the “Partnership”).


 


R E C I T A L S:


 


WHEREAS, as of the Effective Time, the Sponsor
Shareholders, indirectly through the Partnership, own greater than a majority
of the outstanding shares of common stock, par value $.875 per share (the “Common
Stock”), of the Company;


 


WHEREAS, in connection with such ownerships the
Sponsor Shareholders and other members have entered into the Second Amended and
Restated Limited Liability Agreement of the LLC (as defined herein), dated as
of September 27, 2007 (as the same may be amended, modified or
supplemented from time to time, the “LLC Agreement”), setting forth certain
rights of the Sponsor Shareholders related to corporate governance and other
matters of the Partnership, the Company and their respective subsidiaries;


 


WHEREAS, the Company is currently contemplating an
underwritten initial public offering (the “IPO”) of shares of its Common
Stock; and


 


WHEREAS, with respect to the Company on and
following the date of completion of the IPO (the “Closing Date”), the
Sponsor Shareholders, the Partnership and the Company wish to provide for
certain corporate governance matters previously provided for in the LLC
Agreement.


 


NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1.   Definitions.  Capitalized terms used herein shall have the
following meanings:


 


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“Affiliate” means, with respect to any Person,
an “affiliate” as defined in Rule 405 of the regulations promulgated under
the Securities Act.


 


“Agreement” shall have the meaning set
forth in the Preamble.


 


“beneficially own” or “beneficial
ownership” shall have the meaning ascribed to such terms in Rule 13d-3
under the Exchange Act.


 


“Board” shall mean the board of
directors of the Company.


 


“Cause” means, with respect to a
Director, conviction of a felony.


 


“Change of Control” means: (i) the
sale of all or substantially all of the assets of the Company to any Person (or
group of Persons acting in concert), other than to (x) the Partnership or
its Affiliates or (y) any employee benefit plan (or trust forming a part
thereof) maintained by the Company or its Affiliates or other Person of which a
majority of its voting power or other equity securities is owned, directly or
indirectly, by the Company; or (ii) a merger, recapitalization or other
sale by the Company, the Partnership or any of their respective Affiliates, to
a Person (or group of Persons acting in concert) of shares of Common Stock or
other equity interests of the Company that results in more than 50% of the
shares of Common Stock or other equity interests of the Company (or any
resulting company after a merger) being held by a Person (or group of Persons
acting in concert) that does not include (x) the Partnership or its
Affiliates or (y) an employee benefit plan (or trust forming a part
thereof) maintained by the Company or its Affiliates or other Person of which a
majority of its voting power or other equity securities is owned, directly or
indirectly, by the Company; in any event, which results in the Partnership and
its Affiliates or such employee benefit plan ceasing to hold the ability to
elect members of the Board holding a majority of the votes thereon.


 


“Closing Date” shall have the meaning
set forth in the Recitals.


 


“Common Stock” shall have the meaning
set forth in the Recitals.


 


“Company” shall have the meaning set
forth in the Preamble.


 


“Covered Opportunity” shall have the
meaning set forth in Section 2.3.


 


“Director” shall have the meaning set
forth in Section 2.1(a).


 


“Effective Time” shall have the
meaning set forth in the Preamble.


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended from time to time, and the rules and
regulations promulgated pursuant thereto


 


“Goldman Shareholders” means GS
Capital Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P., GS
Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Offshore
Fund, L.P., GSUIG, L.L.C., Goldman Sachs DGC Investors, L.P. and Goldman Sachs
DGC Investors Offshore Holdings, L.P. and their Permitted Transferees (as such
term is defined in the LLC Agreement).


 


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“Governmental Authority” means any: (i) nation,
state, commonwealth, province, territory, county, municipality, district or
other jurisdiction of any nature; (ii) U.S. and other federal, state,
local, municipal, foreign or other government; or (iii) governmental or
quasi-governmental authority of any nature (including any governmental
division, department, agency, commission, instrumentality, official,
organization, unit, body or entity and any court or other tribunal).


 


“KKR Shareholders” means, KKR 2006
Fund L.P., KKR PEI Investments, L.P., KKR Partners III, L.P., 8 North America
Investor LP and their respective Permitted Transferees, and any other third
parties who may purchase limited liability company interests from such persons
pursuant to, and in accordance with, the terms of the LLC Agreement and who are
designated as a Requisite Investor Member in connection with such transfer
thereunder.


 


“IPO” shall have the meaning set forth
in the Recitals.


 


“Law” means any applicable
constitutional provision, statute, act, code, law, regulation, rule, ordinance,
order, decree, ruling, proclamation, resolution, judgment, decision,
declaration, or interpretative or advisory opinion or letter of a Governmental
Authority and shall include, for the avoidance of any doubt, the Tennessee
Business Corporation Act and the listing or other standards of any applicable
stock exchange.


 


“LLC” means Buck Holdings, LLC


 


“LLC Agreement” shall have the meaning
set forth in the Recitals.


 


“Partnership” shall have the meaning
set forth in the Preamble.


 


“Partnership Agreement” means the
Amended and Restated Limited Partnership Agreement of the Partnership, as the
same may be amended, modified or supplemented from time to time.


 


“Person” means any natural person,
corporation, limited partnership, general partnership, limited liability
company, joint stock company, joint venture, association, company, estate,
trust, bank trust company, land trust, business trust, or other organization,
whether or not a legal entity, custodian, trustee-executor, administrator,
nominee or entity in a representative capacity and any government or agency or
political subdivision thereof.


 


“Securities Act” means the Securities
Act of 1933, as amended from time to time, and the rules and regulations
promulgated pursuant thereto.


 


“Sponsor Shareholders” shall mean the
Goldman Shareholders and the KKR Shareholders.


 


SECTION 1.2.  
Construction.  Whenever
the context requires, the gender of all words used in this Agreement includes
the masculine, feminine and neuter forms and the singular form of words shall
include the plural and vice versa.  All
references to Articles and Sections refer to articles and sections of this
Agreement, and all references to Schedules are to Schedules attached hereto,
each of which is made a part hereof for all purposes.  Whenever the


 


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words “include,” “includes” or “including” are used
in this Agreement, they shall be deemed to be followed by the words “without
limitation” (except to the extent the context otherwise provides).  This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation
against the party drafting or causing any instrument to be drafted.


 


ARTICLE II


 


CORPORATE GOVERNANCE


 


SECTION 2.1.  
Board of Directors.


 


(a)           Effective as of the Closing Date, the Board shall be
comprised of six members (each, a “Director”), of whom two shall be
designees of the KKR Shareholders, one shall be a designee of the Goldman
Shareholders, one designee shall be the Chief Executive Officer of the Company
and two designees shall be nominated by the Board and shall be “independent
directors” pursuant to applicable listing standards.


 


(b)           Following the Closing Date, the KKR Shareholders
shall have the right, but not the obligation, to nominate to the Board a number
of designees equal to:  (i) up to a
majority of the total number of directors comprising the Board (the “Total
Number of Directors”), so long as the Partnership beneficially owns,
directly or indirectly, more than 50% of the then outstanding shares of Common
Stock; (ii) up to 40% of the Total Number of Directors, in the event that
the Partnership beneficially owns, directly or indirectly, more than 40%, but
less than or equal to 50%, of the then outstanding shares of Common Stock; (iii) up
to 30% of the Total Number of Directors, in the event that the Partnership
beneficially owns, directly or indirectly, more than 30%, but less than or
equal to 40%, of the then outstanding shares of Common Stock; (iv) up to
20% of the Total Number of Directors, in the event that the Partnership
beneficially owns, directly or indirectly, more than 20%, but less than or
equal to 30%, of the then outstanding shares of Common Stock; and (v) up
to 10% of the Total Number of Directors, in the event that the Partnership
beneficially owns, directly or indirectly, at least 5% of the then outstanding
shares of Common Stock.  For purposes of
calculating the number of directors that the KKR Shareholders are entitled to
designate pursuant to the immediately preceding sentence, any fractional
amounts shall automatically be rounded up to the nearest whole number (e.g., 11⁄4
Directors shall equate to two Directors) and any such calculations shall be
made on a pro forma basis, including, for the avoidance of doubt, taking into
account any increase in the size of the Board. 
In the event that the KKR Shareholders have nominated less than the
total number of designees the KKR Shareholders shall be entitled to nominate
pursuant to this Section 2.1(b), the KKR Shareholders shall have the
right, at any time, to nominate such additional designees to which it is
entitled, in which case, the Directors shall take all necessary corporate
action to (x) increase the size of the Board as required to enable the KKR
Shareholders to so nominate such additional designees and (y) designate
such additional designees nominated by the KKR Shareholders to fill such
newly-created vacancies. Each such designee whom the KKR Shareholders shall
actually nominate pursuant to this Section 2.1(c) and is thereafter
elected to the Board to serve as a Director shall be referred to herein as a “KKR
Designee”.  In addition, in the event
that the KKR Shareholders have the right to designate only one Director


 


5

















 


pursuant to this Section 2.1(b), then the KKR Shareholders shall
also have the right to designate one additional individual (an “Observer”)
to attend all Board meetings; provided, that such Observer shall not
have the right to participate in any vote, consent or other action of the Board
or its committees.


 


(c)           Following the Closing Date, so long as the Goldman
Shareholders collectively beneficially own, directly or indirectly, at least 5%
of the then outstanding shares of Common Stock, the Goldman Shareholders shall
have the right, but not the obligation, to nominate to the Board one
designee.  In addition, so long as the
Goldman Shareholders are entitled to nominate one Director, the Goldman
Shareholders shall have the right to designate one Observer to attend all
meetings of the Board; provided, that, such Observer shall not have the
right to participate in any vote, consent or other action of the Board or its
committees.


 


(d)           In the event that a Sponsor Shareholder ceases to
have the right to designate a person to serve as a Director pursuant to this Section 2.1,
one of such Sponsor Shareholder’s designees to the Board shall resign
immediately or the Sponsor Shareholders shall take all action necessary to
remove such designee, and the size of the Board shall be reduced accordingly.


 


(e)           Any Director designated by a
Sponsor Shareholder may be removed (with or without cause) from time to time
and at any time by the applicable Sponsor Shareholder upon notice to the
Company, and may otherwise only be removed for Cause.  Any replacement nominee may only be nominated
by the Sponsor Shareholder who nominated the Director so removed.


 


(f)            In the event that a vacancy
is created at any time by the death, disability, retirement or resignation of
any Director designated pursuant to this Section 2.1, the remaining
Directors and the Company shall cause the vacancy created thereby to be filled
by a new designee of the KKR Shareholders or the Goldman Shareholders, as the
case may be, who designated such Director as soon as possible, and the Company
hereby agrees to take, at any time and from time to time, all actions necessary
to accomplish the same.


 


(g)           The Company agrees to
include in the slate of nominees recommended by the Board the persons
designated pursuant to this Sections 2.1 and the Goldman Designees and to use
its best efforts to cause the election of each such designee to the Board,
including nominating such individuals to be elected as Directors as provided
herein.


 


(h)           The Partnership agrees to
vote its shares of Common Stock, and each of the Sponsor Shareholders agrees to
cause the Partnership to vote its shares of Common Stock, to the extent
required by applicable Law, to effectuate the provisions of this Agreement,
including this Section 2.1.


 


SECTION 2.2.   Committees.  (a)  For so long as the Company
qualifies as a “controlled company” under applicable listing standards and
subject to applicable Law, (x) the KKR Shareholders shall have the right,
but not the obligation, to designate (A) a majority of the members of any
Nominating and Corporate Governance Committee or similar committee of the Board
and (B) up to two members of any Compensation Committee or similar
committee of the


 


6

















 


Board and (y) the Goldman Shareholders shall have
the right, but not the obligation, to designate one member of each such
committee, so long as the Goldman Shareholders have the right to designate a
Director pursuant to Section 2.1(b). 
In the event that the Company no longer qualifies as a “controlled
company” under applicable listing standards, the KKR Shareholders shall
continue to have the right to designate at least one member of each such
committee of the Board for so long as permitted under applicable Law; provided,
however, the KKR Shareholders shall cease to have such right to
designate a committee member in the event that the KKR Shareholders cease to
have the right to designate a Director pursuant to Section 2.1(b).


 


(b)  In the event that the KKR Shareholders do not
have the right to designate a member of any committee of the Board under
applicable Law or this Agreement, then the KKR Shareholders shall have the
right to appoint an Observer to any such committee and if the Goldman
Shareholders do not have the right to designate a member of any such committee
under applicable Law or this Agreement, then the Goldman Shareholders shall
have the right to appoint an Observer to any such committee as to which the KKR
Shareholders shall have so designated an Observer; provided, however,
each of the KKR Shareholders and the Goldman Shareholders shall cease to have
the right to designate an Observer to any such committee in the event that the
KKR Shareholders or the Goldman Shareholders, as applicable, cease to have the
right to designate a Director pursuant to Section 2.1(b).


 


SECTION 2.3.  
Consent Rights.  For so long
as the Partnership beneficially owns 35% or more of the then outstanding shares
of Common Stock, the following actions by the Company or any of its
Subsidiaries shall require the approval of all KKR Shareholders, in addition to
the Board’s approval (or the approval of the requisite governing body of any
Subsidiary of the Company):


 


(a)           the hiring or firing of the chief executive officer
of the Company;


 


(b)           any Change of Control;


 


(c)           entering into any agreement providing for the
acquisition or divestiture of assets or Persons, in each such case providing
for aggregate consideration in excess of $1 billion; and


 


(d)           any issuance of equity securities by the Company or
any of its Subsidiaries for an aggregate consideration in excess of $100
million.


 


SECTION 2.4.  
Outside Activities.  (i) Any of the Sponsor Shareholders, Directors appointed by a Sponsor
Shareholder or Affiliates of the foregoing, other than any employee of the
Company or its Subsidiaries, may engage in or possess any interest in other
investments, business ventures or Persons of any nature or description,
independently or with others, similar or dissimilar to, or that competes with,
the investments or business of the Company and its Subsidiaries, and may
provide advice and other assistance to any such investment, business venture or
Person, (ii) the Company and the shareholders of the Company shall have no
rights by virtue of this Agreement in and to such investments, business
ventures or Persons or the income or profits derived therefrom, and (iii) the
pursuit of any such investment or venture, even if competitive with the
business of the Company and its Subsidiaries, shall not be deemed wrongful


 


7

















 


or improper.  No Sponsor Shareholder, Director appointed by
a Sponsor Shareholder or Affiliate of the foregoing, other than any employee of
the Company or its Subsidiaries, shall be obligated to present any particular
investment or business opportunity to the Company even if such opportunity is
of a character that, if presented to the Company, could be pursued by the
Company, and any Sponsor Shareholder, Director appointed by a Sponsor
Shareholder or Affiliate of the foregoing, other than any employee of the
Company or its Subsidiaries, shall have the right to pursue for its own account
(individually or as a partner or a fiduciary) or to recommend to any other
Person any such investment opportunity. 
Each Director appointed by a Sponsor Shareholder who is an employee of
the Company or its Subsidiaries shall, promptly after becoming aware of any
investment or business opportunity or venture such Person reasonably believes
may be within the scope of the business objectives of the Company and its
Subsidiaries or otherwise competitive with the business of the Company or any
Subsidiary thereof (any such opportunity or venture a “Covered Opportunity”),
present such Covered Opportunity to the Company and assist the Company and its
Subsidiaries in the event they elect to pursue such Covered Opportunity.  No Director appointed by a Sponsor
Shareholder who is an employee of the Company or its Subsidiaries may pursue a
Covered Opportunity in his or her personal capacity or in conjunction with or
on behalf of any other Person without the prior written approval of the Board.


 


ARTICLE III


 


GENERAL PROVISIONS


 


SECTION 3.1.   Notices.


 


(a)           Except as expressly set forth to the contrary in
this Agreement, all notices, requests or consents provided for or required to
be given hereunder shall be in writing and shall be deemed to be duly given if
personally delivered, telecopied and confirmed, or mailed by certified mail,
return receipt requested, or nationally recognized overnight delivery service
with proof of receipt maintained, at the following addresses (or any other
address that any such party may designate by written notice to the other
parties):


 


(i)            if to the KKR Shareholders:


 


c/o  KKR 2006 Fund L.P.


c/o
Kohlberg Kravis Roberts & Co. L.P.


2800
Sand Hill Road, Suite 200


Menlo Park, CA 94025


Attention: Michael C.
Calbert


Fax:   (650) 233-6584


 


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with a copy (which shall not constitute notice) to:


 


Simpson Thacher &
Bartlett LLP


425 Lexington Avenue


New York, NY 10017


Attention:  Marni Lerner


Telecopy: (212) 455-2502


 


(ii)           if to the Goldman Sachs Shareholders:


 


c/o
Goldman, Sachs & Co.


85
Broad Street


New York, NY 10004


Attention:  Adrian Jones


Fax:  (212) 357-5505


 


with a copy (which shall not
constitute notice) to:


 


Fried, Frank, Harris,
Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention:  Brian Mangino

Telecopy: (212) 859-4000


 


(iii)         if to the Partnership:


 


Buck
Holdings, LLC


c/o
Kohlberg Kravis Roberts & Co. L.P.


2800
Sand Hill Road, Suite 200


Menlo Park, CA 94025


Attention: Michael C.
Calbert


Fax:   (650) 233-6584


 


with a copy (which shall not constitute notice) to:


 


Simpson Thacher &
Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Marni Lerner

Telecopy: (212) 455-2502


 


(iv) if to the Company:


 


Dollar General Corporation


100 Mission Ridge


Goodlettsville, TN 37072


 


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Attention: 
Susan S. Lanigan


Telecopy: 
(615) 855-5180


 


with a copy (which shall not constitute notice) to:


 


Simpson Thacher &
Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Marni Lerner

Telecopy: (212) 455-2502


 


(b)           Any such notice shall, if
delivered personally, be deemed received upon delivery; shall, if delivered by
telecopy, be deemed received on the first business day following confirmation;
shall, if delivered by nationally recognized overnight delivery service, be
deemed received the first business day after being sent; and shall, if
delivered by mail, be deemed received upon the earlier of actual receipt
thereof or five (5) business days after the date of deposit in the United
States mail.


 


(c)           Whenever any notice is
required to be given by Law or this Agreement, a written waiver thereof, signed
by the Person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.


 


SECTION 3.2.   Amendment; Waiver.  This Agreement may be amended, supplemented
or otherwise modified only by a written instrument executed by each of the
parties hereto.  No waiver by any party
of any of the provisions hereof will be effective unless explicitly set forth
in writing and executed by the party so waiving.  The waiver by any party hereto of a breach of
any provision of this Agreement will not operate or be construed as a waiver of
any subsequent breach.


 


SECTION 3.3.  
Further Assurances.  The parties hereto will sign such further
documents, cause such meetings to be held, resolutions passed, exercise their
votes and do and perform and cause to be done such further acts and things
necessary, proper or advisable in order to give full effect to this Agreement
and every provision hereof.


 


SECTION 3.4.  
Assignment.  This
Agreement will inure to the benefit of and be binding on the parties hereto and
their respective successors and permitted assigns under the Partnership
Agreement and/or the LLC Agreement. 
Except as specifically provided herein or in connection with a transfer
made in accordance with the terms of the Partnership Agreement and the LLC
Agreement, this Agreement may not be assigned without the express prior written
consent of the other parties hereto, and any attempted assignment, without such
consents, will be null and void.


 


SECTION 3.5.   Third Parties.  This Agreement does not create any rights,
claims or benefits inuring to any person that is not a party hereto nor create
or establish any third party beneficiary hereto.


 


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SECTION 3.6.   Governing Law.  This Agreement shall be governed by and
construed in accordance with, the laws of the State of New York.


 


SECTION 3.7.  
Jurisdiction.  In any
judicial proceeding involving any dispute, controversy or claim arising out of
or relating to this Agreement, each of the parties hereto unconditionally
accepts the non-exclusive jurisdiction and venue of the courts of the State of
New York in New York County or the United States District Court for the
Southern District of New York, and the appellate courts to which orders and
judgments thereof may be appealed.  In
any such judicial proceeding, the parties hereto agree that in addition to any
method for the service of process permitted or required by such courts, to the
fullest extent permitted by Law, service of process may be made by delivery
provided pursuant to the directions in Section 3.1.  EACH OF THE PARTIES HERETO HEREBY WAIVES
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR
CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR RELATING TO THE COMPANY
OR ITS OPERATIONS.


 


SECTION 3.8.   Specific Performance.  Each party hereto acknowledges and agrees
that in the event of any breach of this Agreement by any of them, the other
parties hereto would be irreparably harmed and could not be made whole by
monetary damages.  Each party accordingly
agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate and that the parties, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
specific performance of this Agreement without the posting of bond.


 


SECTION 3.9.   Entire Agreement.  This Agreement, together with the LLC
Agreement and the Partnership Agreement, sets forth the entire understanding of
the parties hereto with respect to the subject matter hereof.  Except for the LLC Agreement and the
Partnership Agreement, there are no agreements, representations, warranties,
covenants or understandings with respect to the subject matter hereof or
thereof other than those expressly set forth herein and therein.  This Agreement, together with the LLC
Agreement and the Partnership Agreement, supersedes all other prior agreements
and understandings between the parties with respect to such subject matter.


 


SECTION 3.10.   Severability.  If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws effective
during the term of this Agreement, such provision shall be fully severable;
this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance from this Agreement. 
Furthermore, in lieu of each such illegal, invalid or unenforceable
provision, there shall be added automatically as a part of this Agreement a
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.


 


SECTION 3.11.  
Table of Contents, Headings and Captions.  The table of contents, headings, subheadings
and captions contained in this Agreement are included for


 


11

















 


convenience of reference only, and in no way define,
limit or describe the scope of this Agreement or the intent of any provision
hereof.


 


SECTION 3.12.  
Counterparts.  This
Agreement and any amendment hereto may be signed in any number of separate
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one Agreement (or amendment, as applicable).


 


SECTION 3.13.   Effectiveness  This Agreement shall become effective upon
the Closing Date.  If the IPO is not
consummated on or prior to
                  ,
this Agreement shall automatically be of no force and effect.


 


SECTION 3.14.   No Recourse.  This Agreement may only be enforced against,
and any claims or cause of action that may be based upon, arise out of or
relate to this Agreement, or the negotiation, execution or performance of this
Agreement may only be made against the entities that are expressly identified
as parties hereto and no past, present or future Affiliate, director, officer,
employee, incorporator, member, manager, partner, shareholder, agent, attorney
or representative of any party hereto shall have any liability for any
obligations or liabilities of the parties to this Agreement or for any claim
based on, in respect of, or by reason of, the transactions contemplated hereby.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Shareholders’ Agreement to be duly executed as of the date first above
written.


 


 


	
   

  	
   

  	
  DOLLAR
  GENERAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCK
  HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  Buck Holdings, LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCK
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
   

  	
  KKR 2006 FUND L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KKR Associates 2006 L.P.,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KKR
  2006 GP LLC, the General Partner of KKR Associates 2006 L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KKR
  PEI INVESTMENTS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KKR
  PEI Associates, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KKR
  PEI GP Limited, the General Partner of KKR PEI Associates, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KKR
  PARTNERS III, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KKR
  III GP LLC,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
   

  	
  8
  NORTH AMERICA INVESTOR L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KKR
  Associates 8 NA L.P.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KKR
  8 NA Limited, the General Partner of KKR Associates 8 NA L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
   

  	
  GS
  CAPITAL PARTNERS VI PARALLEL, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GS
  ADVISORS VI, L.L.C.

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GS CAPITAL
  PARTNERS VI GMBH & CO. KG

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GS
  ADVISORS VI, L.L.C.

  
	
   

  	
   

  	
   

  	
  its
  Managing Limited Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GS
  CAPITAL PARTNERS VI FUND, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSCP
  VI ADVISORS, L.L.C.

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GS
  CAPITAL PARTNERS VI OFFSHORE FUND, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSCP
  VI OFFSHORE ADVISORS, L.L.C.

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
   

  	
  GOLDMAN SACHS DGC INVESTORS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GS
  DGC Advisors, L.L.C.

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GOLDMAN
  SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GS
  DGC OFFSHORE ADVISORS, INC.

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title: