MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • Tennessee
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of July 6, 2007 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.
STOCK OPTION AGREEMENTStock Option Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • Delaware
THIS AGREEMENT, dated as of July 6, 2007 (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”).
OPERATING AGREEMENTOperating Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • Tennessee
This OPERATING AGREEMENT (“Agreement”) is made and entered into as of the 15th day of July, 2005, by Dollar General Corporation, a Tennessee corporation, as the sole member (the “Member”) of DG Retail, LLC, a Tennessee limited liability company (the “Company”).
SALE PARTICIPATION AGREEMENTSale Participation Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • Delaware
You have entered into an Exchange Agreement with Buck Holdings, L.P., a Delaware limited partnership and the parent entity of the Company (“Parent”), and/or a Management Stockholder’s Agreement, dated as of the date hereof, among Dollar General Corporation, a Tennessee corporation (the “Company”), Parent and you (the “Stockholder’s Agreement”) relating to (i) Rollover Stock (as defined in the Stockholder’s Agreement); (ii) Rollover Options (as defined in the Stockholder’s Agreement); (iii) the purchase by you of Purchased Stock (as defined in the Stockholder’s Agreement); and/or (iv) the grant by the Company to you of new options (together with the Rollover Options, “Options”) to purchase shares of common stock, par value $0.50 per share, of the Company (“Common Stock”, which includes Rollover Stock and Purchased Stock). Parent hereby agrees with you as follows, effective as of the Closing Date (as defined in the Stockholder’s Agreement):
GUARANTEEGuarantee • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • New York
THIS GUARANTEE dated as of September 11, 2007, by DC Financial, LLC and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors”), in favor of the Collateral Agent for the benefit of the Secured Parties.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 25, 2007, among DC Financial, 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 • December 21st, 2007 • DG Retail, LLC • Retail-variety stores
SUPPLEMENT NO. 1 dated as of September 11, 2007, to the Security Agreement dated as of July 6, 2007 (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.
ContractIndemnification Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • New York
This INDEMNIFICATION AGREEMENT, dated as of July 6, 2007 (the “Agreement”), is among Buck Holdings, L.P., a Delaware limited partnership (“Parent”), Dollar General Corporation, a Tennessee corporation (the “Company” and together with Parent, the “Company Entities”) and Kohlberg Kravis Roberts & Co. L.P., a New York limited partnership, and Goldman, Sachs & Co., a New York limited partnership (the “Managers” and each, a “Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
FORM OF OPTION ROLLOVER AGREEMENTOption Rollover Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • Tennessee
OPTION ROLLOVER AGREEMENT dated as of the date indicated on Schedule I hereto (this “Option Rollover Agreement”) between Dollar General Corporation, a Tennessee corporation (the “Company”), and the individual listed on Schedule I hereto (the “Management Stockholder”).
AMENDMENT NUMBER 3 TO PARTNERSHIP AGREEMENTPartnership Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores
This Amendment Number 3 to Partnership Agreement (“Amendment Three”) is entered into, effective as October 15, 2005 (the “Amendment Three Effective Date”) by and among Dolgencorp, Inc., a Kentucky corporation, with its principle office at 100 Mission Ridge, Goodlettsville, Tennessee 37072 (“Dolgen”), Dollar General Corporation, a Tennessee corporation, with its principle office at 100 Mission Ridge, Goodlettsville, Tennessee 37072 (“DGC”) and Dollar General Merchandising, Inc., a Tennessee corporation, with its principal office located at 100 Mission Ridge, Goodlettsville, Tennessee 37072 (“DG Merchandising” and, collectively with Dolgen and DGC, the “Partners”), all of the partners of Dollar General Partners, a Kentucky general partnership (the “Partnership”).
Ladies and Gentlemen: Pursuant to this Agreement, Principal Life Insurance Company (“Seller”) hereby agrees to sell, and DC Financial, LLC (“Purchaser”) does hereby agree to purchase, all of Seller’s right, title and interest in, to and under the Loan...Sale and Purchase Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • Iowa
For purposes of this Agreement, the term “Loan Documents” means those documents reflected on Exhibit A to Exhibit E hereto which is intended to include, as applicable, all original documents, agreements and instruments relating to the Loan, including, without limitation, any promissory note evidencing the Loan (the “Note”), any loan agreement, each original executed collateral document or account or security securing the Loan (as applicable), including, without limitation, the Lease, any mortgage, deed of trust, security agreement, UCC financing statement, regulatory agreement, assignment of rents and leases, pledge agreement, guaranty, indemnification agreement, assignment of management agreement, assignment of stock or partnership units, title insurance policy, tax or insurance escrow agreement, letter of credit, certificate of deposit or any deposit or escrow of any kind, fire or casualty insurance policy, flood hazard insurance policy, other insurance (including, without limitation
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DGC PROPERTIES OF KENTUCKY LLCLimited Liability Company Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • Delaware
This Limited Liability Company Agreement (this “Agreement”) of DGC Properties of Kentucky LLC (the “Company”), is entered into by Dollar General Partners, a Kentucky general partnership, as the sole member (the “Member”).
ContractSecurity Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores
SUPPLEMENT NO. 1 dated as of September 11, 2007, to the Security Agreement dated as of July 6, 2007 (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.
OPERATING AGREEMENTOperating Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • Delaware
This OPERATING AGREEMENT (“Agreement”) is made and entered into as of the 19th day of January, 2007, by Sun-Dollar, L.P., a California limited partnership, as the sole member (the “Member”) of South Boston FF&E, LLC, a Delaware limited liability company (the “Company”).
ContractGuarantee • December 21st, 2007 • DG Retail, LLC • Retail-variety stores
SUPPLEMENT NO. 1 dated as of September 11, 2007, to the GUARANTEE (the “Guarantee”) dated as of July 6, 2007, 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.
ContractPledge Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores
SUPPLEMENT NO. 1 dated as of September 11, 2007, to the PLEDGE AGREEMENT dated as of July 6, 2007, 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.
Second Amendment to Agreement of Limited Partnership of Sun-Dollar, L.P.Agreement of Limited Partnership • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • California
This Second Amendment to Agreement of Limited Partnership (the “Amendment”), made as of June , 2007, is by and between South Boston Holdings, Inc., a Delaware corporation (“General Partner”), and Dolgencorp, Inc., a Kentucky corporation (“Limited Partner” and, together with General Partner, the “Partners”).
DOLLAR GENERAL CORPORATION 100 MISSION RIDGE GOODLETTSVILLE, TN 37072 July 5, 2007Management Stockholder’s Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • Georgia
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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DGC PROPERTIES LLCLimited Liability Company Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • Delaware
This Limited Liability Company Agreement (this “Agreement”) of DGC Properties LLC (the “Company”), is entered into by Dolgencorp, Inc., as the sole member (the “Member”).
OPERATING AGREEMENT OF DG LOGISTICS, LLCOperating Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • Tennessee
This Agreement, dated as of December 20, 1999 is between Dolgencorp, Inc., (the “Member”), a Kentucky corporation, with its principal place of business at 100 Mission Ridge, Goodlettsville, Tennessee 37072, and DG Logistics, LLC (the “LLC”), a limited liability company formed and existing under the laws of the State of Tennessee, with its principal place of business at 100 Mission Ridge, Goodlettsville, Tennessee 37072.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2007 • DG Retail, LLC • Retail-variety stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2007, is by and among Buck Holdings L.P., a Delaware limited partnership (the “Partnership”), Buck Holdings, LLC, a Delaware limited liability company and the general partner of the Partnership (“Holdings”), Dollar General Corporation, a Tennessee corporation, and each of the parties hereto. Each of the Persons listed on the signature pages hereto (other than the Partnership (if the Partnership is the Corporation) and Holdings), any other Person who may become a party hereto pursuant to Section 11(c) and, if the Partnership is not the Corporation, the Partnership, are referred to individually as a “Shareholder” and collectively as the “Shareholders”).
