Exhibit 4.35


 


SUPPLEMENT NO.
2 TO THE

SECURITY AGREEMENT (TERM CREDIT)


 


SUPPLEMENT NO. 2 dated as of December 31, 2007, to the Security
Agreement dated as of July 6, 2007, as previously supplemented (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.


 


A.            Reference is made to that certain
Credit Agreement, dated as of July 6, 2007 (as the same may be amended,
restated, supplemented or otherwise modified, refinanced or replaced from time
to time, the “Credit Agreement”) among the Borrower, the lenders or
other financial institutions or entities from time to time party thereto (the “Lenders”),
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 Security Agreement.


 


C.            The
Grantors have entered into the Security Agreement 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 the 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 Subsidiaries.


 


D.            Section 9.11
of the Credit Agreement and Section 8.13 of the Security Agreement provide
that each Subsidiary of the Borrower that is required to become a party to the
Security Agreement pursuant to Section 9.11 of the Credit Agreement shall
become a Grantor, with the same force and effect as if originally named as a
Grantor therein, for all purposes of the Security Agreement upon execution and
delivery by such Subsidiary of an instrument in the form of this
Supplement.  Each undersigned Subsidiary
(each a “New Grantor”) is executing this Supplement in accordance with
the requirements of the Security Agreement to become a Subsidiary Grantor under
the Security Agreement in order to induce the Lenders to make additional Loans
and as consideration for Loans previously made.


 


Accordingly, the Collateral Agent and the New
Grantors agree as follows:


 


SECTION 1.     In accordance with Section 8.13 of the
Security Agreement, each New Grantor by its signature below becomes a Grantor
under the Security Agreement with the same force and effect as if originally
named therein as a Grantor and each New Grantor hereby (a) agrees to all
the terms and provisions of the Security Agreement applicable to it as a
Grantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Grantor thereunder are true and
correct on and as of the date hereof.  In
furtherance of the foregoing, each New Grantor, as security for the payment and
performance in full of the Obligations, does hereby bargain, sell, convey,
assign, set over, mortgage, pledge, hypothecate and transfer to


 

















 


the Collateral
Agent for the benefit of the Secured Parties, and hereby grants to the
Collateral Agent for the benefit of the Secured Parties, a security interest in
all of the Collateral of such New Grantor, in each case whether now or
hereafter existing or in which it now has or hereafter acquires an
interest.  Each reference to a “Grantor”
in the Security Agreement shall be deemed to include each New Grantor.  The Security Agreement is hereby incorporated
herein by reference.


 


SECTION 2.     Each New Grantor 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, subject to the effects of bankruptcy, insolvency or similar laws
affecting creditors’ rights generally and general equitable principles.


 


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 Collateral Agent
and the Borrower.  This Supplement shall
become effective as to each New Grantor when the Collateral Agent shall have
received counterparts of this Supplement that, when taken together, bear the
signatures of such New Grantor and the Collateral Agent.


 


SECTION 4.     Such New Grantor hereby represents and
warrants that (a) set forth on Schedule I hereto is (i) the legal
name of such New Grantor, (ii) the jurisdiction of incorporation or
organization of such New Grantor, (iii) the identity or type of
organization or corporate structure of such New Grantor and (iv) the
Federal Taxpayer Identification Number and organizational number of such New
Grantor and (b) as of the date hereof (i) Schedule II hereto sets
forth, in all material respects, all of each New Grantor’s material Copyright
Licenses, (ii) Schedule III hereto sets forth in all material respects, in
proper form for filing with the United States Copyright Office, all of each New
Grantor’s Copyrights (and all applications therefor), (iii) Schedule IV
hereto sets forth in all material respects all of each New Grantor’s material Patent
Licenses, (iv) Schedule V hereto sets forth in all material respects, in
proper form for filing with the United States Patent and Trademark Office, all
of each New Grantor’s Patents (and all applications therefor), (v) Schedule
VI hereto sets forth in all material respects all of each New Grantor’s material
Trademark Licenses and (vi) Schedule VII hereto sets forth in all material
respects, in proper form for filing with the United States Patent and Trademark
Office, all of each New Grantor’s Trademarks (and all applications therefor).


 


SECTION 5.     Except as expressly supplemented hereby,
the Security Agreement shall remain in full force and effect.


 


SECTION 6.         THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7.     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 in
the Security Agreement, 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 8.     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 Grantor 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.


 

















 


IN WITNESS WHEREOF, each New Grantor and the
Collateral Agent have duly executed this Supplement to the Security Agreement 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

  
					



 


 

















 


SCHEDULE I

TO SUPPLEMENT NO. 2 TO THE

SECURITY AGREEMENT


 


COLLATERAL


 


	
  Legal Name

  	
   

  	
  Jurisdiction
  of

  Incorporation or

  Organization

  	
   

  	
  Type of

  Organization or

  Corporate

  Structure

  	
   

  	
  Federal
  Taxpayer

  Identification

  Number and

  Organizational

  Identification

  Number

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE II

TO SUPPLEMENT NO. 2 TO THE

SECURITY AGREEMENT


 


MATERIAL COPYRIGHT LICENSES


 


NONE


 

















 


SCHEDULE III

TO SUPPLEMENT NO. 2 TO THE

SECURITY AGREEMENT


 


COPYRIGHTS


 




	
  Registered

  Owner/Grantor

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  
	
  NONE

  	
   

  	
   

  	
   

  	
   

  






 

















 


SCHEDULE IV

TO SUPPLEMENT NO. 2 TO THE

SECURITY AGREEMENT


 


MATERIAL PATENT LICENSES


 


NONE


 

















 


SCHEDULE V

TO SUPPLEMENT NO. 2 TO THE

SECURITY AGREEMENT


 


PATENTS


 


NONE


 

















 


SCHEDULE VI

TO SUPPLEMENT NO. 2 TO THE

SECURITY AGREEMENT


 


MATERIAL TRADEMARK LICENSES


 


NONE


 

















 


SCHEDULE VII

TO SUPPLEMENT NO. 2 TO THE

SECURITY AGREEMENT


 


TRADEMARKS


 


	
  Domestic
  Trademarks

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Registered

  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration
  No.

  	
   

  	
  Application
  No.

  
	
  NONE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Foreign
  Trademarks

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Registered

  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration
  No.

  	
   

  	
  Application
  No.

  	
   

  	
  Country

  
	
  NONE