Exhibit 10.6


 


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 and,
at the time of exercise, Common Stock issuable upon exercise of Options (“Option
Stock”; together with all Purchased 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: