Exhibit
10.6


 


DOLLAR
GENERAL CORPORATION

100 MISSION RIDGE

GOODLETTSVILLE, TN 37072


 


July 5,
2007


 


Challis Lowe

c/o Eleanor Banister

King & Spalding

1180 Peachtree Street

30th Floor

Atlanta, Georgia 30309


 


Re:          Call Right and Termination without Good Reason Provision in
Management Stockholder’s Agreement


 


Dear Challis Lowe:


 


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 will execute a Management Stockholder’s Agreement.  The Management Stockholder’s Agreement will be
by and among you, the Company and Parent. All capitalized terms not defined
herein shall have the meaning set forth in the Management Stockholder’s
Agreement.


 


Solely
for purposes of your Management Stockholder’s Agreement, if you retire from
employment with the Company and its affiliates on or after the third
anniversary of the Closing Date (“Retirement”), such Retirement will be deemed
a termination by you for Good Reason, and as such any rights the Company may
have to purchase all or any portion of your shares of Stock and/or Options
shall be governed by Section 6(b) of your Management Stockholder’s
Agreement, in lieu of Section 6(d) of such agreement.  However, for the avoidance of doubt, such
termination will not be considered a termination for Good Reason under any
employment or severance agreement you may have with the Company or any of its
affiliates unless otherwise agreed by the parties hereto.


 


In addition, notwithstanding
any other provision set forth in that certain Stock Option Agreement that you
are entering into with the Company concurrently with the execution of this
letter agreement, with respect to any vested exercisable New Options held by
you upon your Retirement, such New Options shall remain exercisable for the
remainder of the ten-year term of the New Option.  Except as expressly provided in this letter
agreement, all other terms and conditions of your Stock Option Agreement will
remain in full force and effect as provided therein.


 


By signing below, you and
the Company agree to recognize your entitlement to the rights hereunder and
that the Management Stockholder’s Agreement and your Stock Option Agreement


 

















 


referenced
above are each deemed amended to incorporate the terms of this letter agreement
solely to the extent of the subject matter contained herein.


 


This letter agreement does
not create any rights, claims or benefits inuring to any person that is not a
party hereto (or its successors, permitted transferees, estate, designated
beneficiaries or assigns) nor create any or establish any third party
beneficiary hereto.  In the event of any
dispute over the terms of this letter agreement, Section 18 of the
Management Stockholder’s Agreement shall govern.


 


This letter agreement may be
executed in counterparts.


 


 


[signature page to
follow]


 


2

















 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  BUCK HOLDINGS, L.P.

  
	
   

  	
  By: Buck Holdings, LLC, its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Raj Agrawal

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOLLAR GENERAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Susan Lanigan

  
	
   

  	
   

  	
  Name: Susan Lanigan

  
	
   

  	
   

  	
  Title: EVP, GC

  
	
   

  	
   

  
	
  Accepted and agreed to as of

  	
   

  
	
  the date first above written:

  	
   

  
	
   

  	
   

  
	
  CHALLIS LOWE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Challis M. Lowe

  	
   

  	
   

  
	
   

  	
  Name: Challis M. Lowe

  	
   

  
	
   

  	
  Title: EVP-HR

  	
   

  
					



 


3