Exhibit 4.32


 


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 10.625% Senior Notes due 2015 (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
senior obligation of such Guaranteeing Subsidiary, ranking equally in
right of payment with all existing and future senior Indebtedness of the
Guaranteeing Subsidiary but, to the extent of the value of the collateral, will
be effectively senior to all of the Guaranteeing Subsidiary’s unsecured senior
Indebtedness.  The Guarantees will be
senior in right of payment to all existing and future Subordinated Indebtedness
of each Guarantor.  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”);


 


(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


 


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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 this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or


 


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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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