Exhibit
4.33


 


SECOND SUPPLEMENTAL INDENTURE


 


Second Supplemental Indenture (this “Supplemental Indenture”),
dated as of December 31, 2007, among Retail Risk Solutions, 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”).


 


W I T N E S S E T H


 


WHEREAS, each of Dollar General Corporation, Buck Acquisition Corp. and
the Guarantors (as defined in the Indenture referred to below) has heretofore
executed and delivered to the Trustee an indenture (the “Indenture”),
dated as of July 6, 2007, providing for the issuance of an unlimited
aggregate principal amount of 11.875% / 12.625% Senior Subordinated Toggle
Notes due 2017 (the “Notes”);


 


WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Issuer’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein and under the Indenture (the “Guarantee”);
and


 


WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:


 


(1)           Capitalized Terms. 
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.


 


(2)           Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees as
follows:


 


(a)           Along with all
Guarantors named in the Indenture, to jointly and severally unconditionally
guarantee to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of the Indenture, the Notes or the obligations of the Issuer
hereunder or thereunder, that:


 


(i)            the principal of
and interest, premium and Special Interest, if any, on the Notes will be
promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest
on the Notes, if any, if lawful, and all other obligations of the Issuer to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and


 


(ii)           in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. 
Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors and


 

















 


the
Guaranteeing Subsidiary shall be jointly and severally obligated to pay the
same immediately.  This is a guarantee of
payment and not a guarantee of collection.


 


(b)           The obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Issuer, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.


 


(c)           The following is
hereby waived:  diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Issuer, any right to require a proceeding first against the
Issuer, protest, notice and all demands whatsoever.


 


(d)           This Guarantee shall
not be discharged except by complete performance of the obligations contained
in the Notes, the Indenture and this Supplemental Indenture, and the
Guaranteeing Subsidiary accepts all obligations of a Guarantor under the
Indenture.


 


(e)           If any Holder or the
Trustee is required by any court or otherwise to return to the Issuer, the
Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuer or
the Guarantors, any amount paid either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.


 


(f)            The Guaranteeing
Subsidiary shall not be entitled to any right of subrogation in relation to the
Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby.


 


(g)           As between the
Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the obligations guaranteed hereby may
be accelerated as provided in Article 6 of the Indenture for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (y) in the event of any declaration of acceleration of such obligations
as provided in Article 6 of the Indenture, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guaranteeing
Subsidiary for the purpose of this Guarantee.


 


(h)           The Guaranteeing
Subsidiary shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under this Guarantee.


 


(i)            Pursuant to Section 10.02
of the Indenture, after giving effect to all other contingent and fixed liabilities
that are relevant under any applicable Bankruptcy or fraudulent conveyance
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under Article 10 of the
Indenture, this new Guarantee shall be limited to the maximum amount
permissible such that the obligations of such Guaranteeing Subsidiary under
this Guarantee will not constitute a fraudulent transfer or conveyance.


 


(j)            This Guarantee
shall remain in full force and effect and continue to be effective should any
petition be filed by or against the Issuer for liquidation, reorganization,
should the


 


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Issuer become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of the Issuer’s
assets, and shall, to the fullest extent permitted by law, continue to be
effective or be reinstated, as the case may be, if at any time payment and
performance of the Notes are, pursuant to applicable law, rescinded or reduced
in amount, or must otherwise be restored or returned by any obligee on the
Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer”
or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part
thereof, is rescinded, reduced, restored or returned, the Note shall, to the
fullest extent permitted by law, be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.


 


(k)           In case any
provision of this Guarantee shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


(l)            This Guarantee shall be a general
unsecured senior subordinated obligation of such Guaranteeing Subsidiary, will
be subordinated in right of payment to all existing and any future Senior
Indebtedness of such Guaranteeing Subsidiary, will rank equally in right
of payment with all existing and future Senior Subordinated Indebtedness of
such Guaranteeing Subsidiary, will be effectively subordinated to all Secured
Indebtedness of such Guarantor to the extent of the value of the collateral
securing such Indebtedness and will rank senior in right of payment to any
future Subordinated Indebtedness of such Guaranteeing Subsidiary.  The Notes will be structurally subordinated
to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not
Guarantee the Notes, if any.


 


(m)          Each payment to be
made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made
without set-off, counterclaim, reduction or diminution of any kind or nature.


 


(3)           Execution and Delivery.  The Guaranteeing Subsidiary agrees that the
Guarantee shall remain in full force and effect notwithstanding the absence of
the endorsement of any notation of such Guarantee on the Notes.


 


(4)           Merger, Consolidation
or Sale of All or Substantially All Assets.


 


(a)           Except as otherwise provided in Section 5.01(c) of
the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or
into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is
the surviving corporation), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets, in
one or more related transactions, to any Person unless:


 


(i)            such Guarantor is
the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than such Guarantor) or to which such sale,
assignment, transfer, lease, conveyance or other disposition will have been
made is a corporation, partnership, limited partnership, limited liability
corporation or trust organized or existing under the laws of the jurisdiction
of organization of such Guarantor, as the case may be, or the laws of the
United States, any state thereof, the District of Columbia, or any territory
thereof (such Guarantor or such Person, as the case may be, being herein called
the “Successor Person”);


 


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(ii)           the Successor
Person, if other than such Guarantor, expressly assumes all the obligations of
such Guarantor under the Indenture and such Guarantor’s related Guarantee
pursuant to supplemental indentures or other documents or instruments in form
reasonably satisfactory to the Trustee;


 


(iii)          immediately after
such transaction, no Default exists; and


 


(iv)          the Issuer shall
have delivered to the Trustee an Officer’s Certificate, each stating that such
consolidation, merger or transfer and such supplemental indentures, if any,
comply with the Indenture; or


 


(v)           the transaction is
made in compliance with Section 4.09 of the Indenture.


 


(b)           Subject to certain limitations described in the Indenture,
the Successor Person will succeed to, and be substituted for, such Guarantor
under the Indenture and such Guarantor’s Guarantee.  Notwithstanding the foregoing, any Guarantor
may (i) merge into or transfer all or part of its properties and assets to
another Guarantor or the Issuer, (ii) merge with an Affiliate of the
Issuer solely for the purpose of reincorporating the Guarantor in the United
States, any state thereof, the District of Columbia or any territory thereof or
(iii) convert into a corporation, partnership, limited partnership,
limited liability corporation or trust organized or existing under the laws of
the jurisdiction of organization of such Guarantor.


 


(5)           Releases.


 


The Guarantee of the Guaranteeing Subsidiary shall be automatically and
unconditionally released and discharged, and no further action by the
Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release
of the Guaranteeing Subsidiary’s Guarantee, upon:


 


(1)           (A)  any sale, exchange or
transfer (by merger or otherwise) of the Capital Stock of such Guarantor
(including any sale, exchange or transfer), after which the applicable
Guarantor is no longer a Restricted Subsidiary or all or substantially all the
assets of such Guarantor which sale, exchange or transfer is made in compliance
with the applicable provisions of this Indenture;


 


(B)           the release or discharge of the
guarantee by such Guarantor of the Senior Credit Facilities or such other
guarantee that resulted in the creation of such Guarantee, except a discharge
or release by or as a result of payment under such guarantee;


 


(C)           the designation of any Restricted
Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with
Section 4.07 of the Indenture; or


 


(D)          the exercise by Issuer of its Legal
Defeasance option or Covenant Defeasance option in accordance with Article 8
of the Indenture or the Issuer’s obligations under the Indenture being discharged
in accordance with the terms of the Indenture; and


 


(2)           such Guarantor delivering to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for in this Indenture relating to such
transaction have been complied with.


 


(6)           No Recourse Against Others.  No director, officer, employee, incorporator
or stockholder of the Guaranteeing Subsidiary shall have any liability for any
obligations of the Issuer or the Guarantors (including the Guaranteeing
Subsidiary) under the Notes, any Guarantees, the Indenture or


 


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this Supplemental Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting Notes
waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.


 


(7)           Governing Law. 
THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


(8)           Counterparts. 
The parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


 


(9)           Effect of Headings. 
The Section headings herein are for convenience only and shall not
affect the construction hereof.


 


(10)         The Trustee. 
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or
in respect of the recitals contained herein, all of which recitals are made
solely by the Guaranteeing Subsidiary.


 


(11)         Subrogation. 
The Guaranteeing Subsidiary shall be subrogated to all rights of Holders
of Notes against the Issuer in respect of any amounts paid by the Guaranteeing
Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01
of the Indenture; provided that, if an Event of Default has occurred and
is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or
receive any payments arising out of, or based upon, such right of subrogation
until all amounts then due and payable by the Issuer under the Indenture or the
Notes shall have been paid in full.


 


(12)         Benefits Acknowledged.  The Guaranteeing Subsidiary’s Guarantee is
subject to the terms and conditions set forth in the Indenture.  The Guaranteeing Subsidiary acknowledges that
it will receive direct and indirect benefits from the financing arrangements
contemplated by the Indenture and this Supplemental Indenture and that the
guarantee and waivers made by it pursuant to this Guarantee are knowingly made
in contemplation of such benefits.


 


(13)         Successors. 
All agreements of the Guaranteeing Subsidiary in this Supplemental
Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof
or elsewhere in this Supplemental Indenture. 
All agreements of the Trustee in this Supplemental Indenture shall bind
its successors.


 


[SIGNATURE PAGES FOLLOW]


 


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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.


 


 


	
   

  	
  RETAIL RISK SOLUTIONS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  Dollar General Corporation, Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Wade Smith

  	
   

  
	
   

  	
   

  	
   

  	
  Name:   Wade Smith

  
	
   

  	
   

  	
   

  	
  Title:     Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maddy Hall

  	
   

  
	
   

  	
   

  	
  Name:   Maddy Hall

  
	
   

  	
   

  	
  Title:     Assistant
  Vice President

  
						



 


 


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