Exhibit 4.34


 


SUPPLEMENT NO. 2 TO


THE GUARANTEE (TERM CREDIT)


 


SUPPLEMENT NO. 2 dated as of December 31,
2007, to the GUARANTEE (the “Guarantee”) dated as of July 6, 2007, as
previously supplemented, 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.


 


A.            Reference
is made to that certain Credit Agreement, dated as of the date hereof, (as the
same may be amended, restated, supplemented or otherwise modified, refinanced
or replaced from time to time, the “Credit Agreement”) among Dollar
General Corporation, a Tennessee corporation (the “Borrower”), the
lenders or other financial institutions or entities from time to time party
thereto (the “Lenders”), Goldman Sachs Credit Partners L.P., as Syndication
Agent, Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as Documentation
Agents, and Citicorp North America, Inc., as Administrative Agent and
Collateral Agent.


 


B.            Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Guarantee.


 


C.            The
Guarantor has entered into the Guarantee in order to induce the Administrative
Agent, the Collateral Agent and the Lenders to enter into the Credit Agreement
and to induce the Lenders to make their respective Loans to the Borrower under
the Credit Agreement and to induce one or more Hedge Banks to enter into Secured
Hedge Agreements with the Borrower and/or its Restricted Subsidiaries.


 


D.            Section 9.11
of the Credit Agreement and Section 19 of the Guarantee provide that
additional Subsidiaries may become Guarantors under the Guarantee by execution
and delivery of an instrument in the form of this Supplement.  Each undersigned Subsidiary (each a “New
Guarantor”) is executing this Supplement in accordance with the requirements
of the Credit Agreement to become a Guarantor under the Guarantee in order to induce
the Lenders to make additional Loans, to induce one or more Hedge Banks to
enter into Secured Hedge Agreements and as consideration for Loans previously
made.


 


Accordingly, the Collateral Agent and each
New Guarantor agrees as follows:


 


SECTION 1.  In accordance with Section 19 of the Guarantee,
each New Guarantor by its signature below becomes a Guarantor under the Guarantee
with the same force and effect as if originally named therein as a Guarantor,
and each New Guarantor hereby (a) agrees to all the terms and provisions
of the Guarantee applicable to it as a Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct on and as of the date hereof (except where such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties were true and correct in all material
respects as of such earlier date). Each reference to a Guarantor


 

















 


in the Guarantee
shall be deemed to include each New Guarantor. 
The Guarantee is hereby incorporated herein by reference.


 


SECTION 2.  Each New Guarantor represents and warrants to
the Collateral Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.


 


SECTION 3.  This Supplement may be executed by one or
more of the parties to this Supplement on any number of separate counterparts
(including by facsimile or other electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  A set of the copies of this
Supplement signed by all the parties shall be lodged with the Borrower and the Collateral
Agent.  This Supplement shall become effective
as to each New Guarantor when the Collateral Agent shall have received
counterparts of this Supplement that, when taken together, bear the signatures
of such New Guarantor and the Collateral Agent.


 


SECTION 4.  Except as expressly supplemented hereby, the Guarantee
shall remain in full force and effect.


 


SECTION 5.  THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 6.  Any provision of this Supplement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and of the Guarantee, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 7.  All notices, requests and demands pursuant
hereto shall be made in accordance with Section 13.2 of the Credit
Agreement.  All communications and
notices hereunder to each New Guarantor shall be given to it in care of the Borrower
at the Borrower’s address set forth in Section 13.2 of the Credit
Agreement.


 


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IN WITNESS WHEREOF, each New Guarantor and
the Collateral Agent have duly executed this Supplement to the Guarantee as of
the day and year first above written.


 


 


	
   

  	
  RETAIL RISK SOLUTIONS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Dollar General Corporation, Sole Member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Wade Smith

  
	
   

  	
   

  	
   

  	
  Wade Smith, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITICORP NORTH AMERICA, INC., as Collateral

  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Halsch

  
	
   

  	
   

  	
  Name:

  	
  Thomas M. Halsch

  
	
   

  	
   

  	
  Title:

  	
  Vice President