Exhibit 4.36


 


Supplement No. 2

TO THE PLEDGE AGREEMENT (TERM CREDIT)


 


SUPPLEMENT NO. 2 dated as of December 31,
2007 to the PLEDGE AGREEMENT dated as of July 6, 2007, as previously
supplemented, 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.


 


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
and the Guarantee dated as of July 6, 2007 (as the same may be amended,
restated, supplemented and or otherwise modified from time to time, the “Guarantee”),
among the Borrower, the Guarantors party thereto and the Collateral Agent.


 


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


 


C.            The
Pledgors have entered into the Pledge Agreement in order to induce the Administrative
Agent, the Collateral Agent, the Syndication Agent and the Lenders to enter
into the Credit Agreement and to induce the respective 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.            The undersigned Guarantors (each an “Additional
Pledgor”) are (a) the legal and beneficial owners of the Equity
Interests described in Schedule 1 hereto and issued by the entities named
therein (such pledged Equity Interests, together with any Equity Interests of
the issuer of such Pledged Shares or any other Subsidiary held directly by any
Additional Pledgor in the future, in each case, except to the extent excluded
from the Collateral for the applicable Obligations pursuant to the penultimate
paragraph of Section 1 below (the “After-acquired Additional Pledged
Shares”), referred to collectively herein as the “Additional Pledged
Shares”) and (b) the legal and beneficial owners of the Indebtedness
described under Schedule 1 hereto (together with any other Indebtedness owed to
any Additional Pledgor hereafter and required to be pledged pursuant to Section 9.12(a) of
the Credit Agreement, the “Additional Pledged Debt”).


 


E.             Section 9.11 of the Credit Agreement
and Section 9(b) of the Pledge Agreement provide that additional
Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by
execution and delivery of an instrument in the form of this Supplement.  Each undersigned Additional Pledgor is
executing this Supplement in accordance with the requirements of Section 9(b) of
the Pledge Agreement to pledge to the Collateral Agent for the 


 

















 


ratable benefit of the Secured Parties the
Additional Pledged Shares and the Additional Pledged Debt and to become a
Subsidiary Pledgor under the Pledge Agreement in order to induce the Lenders to
make additional Loans and as consideration for Loans previously made.


 


Accordingly, the Collateral Agent and each
undersigned Additional Pledgor agree as follows:


 


SECTION 1.  In accordance with Section 9(b) of
the Pledge Agreement, each Additional Pledgor by its signature hereby
transfers, assigns and pledges to the Collateral Agent, for the ratable benefit
of the Secured Parties, and hereby grants to the Collateral Agent, for the ratable
benefit of the Secured Parties, a security interest in all of such Additional
Pledgor’s right, title and interest in the following, whether now owned or
existing or hereafter acquired or existing (collectively, the “Additional
Collateral”):


 


(a)           the Additional Pledged
Shares held by such Additional Pledgor and the certificates representing such
Additional Pledged Shares and any interest of such Additional Pledgor in the
entries on the books of the issuer of the Additional Pledged Shares or any
financial intermediary pertaining to the Additional Pledged Shares and all dividends,
cash, warrants, rights, instruments and other property or Proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of the Additional Pledged Shares;


 


(b)           the Additional Pledged
Debt and the instruments evidencing the Additional Pledged Debt owed to such
Additional Pledgor, and all interest, cash, instruments and other property or Proceeds
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of such Additional Pledged Debt; and


 


(c)           to the extent not
covered by clauses (a) and (b) above, respectively, all Proceeds of
any or all of the foregoing Additional Collateral.


 


Notwithstanding the foregoing, the Additional
Collateral for the Obligations shall not include any Excluded Stock and Stock
Equivalents.


 


For purposes of the Pledge Agreement, the
Collateral shall be deemed to include the Additional Collateral.


 


SECTION 2.  Each Additional Pledgor by its signature
below becomes a Pledgor under the Pledge Agreement with the same force and
effect as if originally named therein as a Pledgor, and each Additional Pledgor
hereby agrees to all the terms and provisions of the Pledge Agreement
applicable to it as a Pledgor thereunder. 
Each reference to a “Subsidiary Pledgor” or a “Pledgor” in the Pledge
Agreement shall be deemed to include each Additional Pledgor.  The Pledge Agreement is hereby incorporated
herein by reference.


 


SECTION 3.  Each Additional Pledgor represents and
warrants as follows:


 


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(a)           Schedule 1 hereto
correctly represents as of the date hereof (A) the issuer, the certificate
number, the Additional Pledgor and registered owner, the number and class and
the percentage of the issued and outstanding Equity Interests of such class of
all Additional Pledged Shares and (B) the issuer, the initial principal amount,
the Additional Pledgor and holder, date of and maturity date of all Additional
Pledged Debt.  Except as set forth on
Schedule 1, the Pledged Shares represent all (or 65% in the case of pledges of
Foreign Subsidiaries) of the issued and outstanding Equity Interests of each
class of Equity Interests of the issuer on the date hereof.


 


(b)           Such Additional Pledgor
is the legal and beneficial owner of the Additional Collateral pledged or
assigned by such Additional Pledgor hereunder free and clear of any Lien,
except for the Lien created by this Supplement to the Pledge Agreement.


 


(c)           As of the date of this
Supplement, the Additional Pledged Shares pledged by such Additional Pledgor
hereunder have been duly authorized and validly issued and, in the case of Additional
Pledged Shares issued by a corporation, are fully paid and non-assessable.


 


(d)           The execution and
delivery by such Additional Pledgor of this Supplement and the pledge of the
Additional Collateral pledged by such Additional Pledgor hereunder pursuant
hereto create a valid and perfected first-priority security interest in the Additional
Collateral, securing the payment of the Obligations, in favor of the Collateral
Agent for the ratable benefit of the Secured Parties.


 


(e)           Such Additional Pledgor
has full power, authority and legal right to pledge all the Additional
Collateral pledged by such Additional Pledgor pursuant to this Supplement, and
this Supplement constitutes a legal, valid and binding obligation of each
Additional Pledgor, enforceable in accordance with its terms, except as
enforceability thereof may be limited by bankruptcy, insolvency or other
similar laws affecting creditors’ rights generally and subject to general principles
of equity.


 


SECTION 4.  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 Additional Pledgor when the Collateral Agent shall
have received counterparts of this Supplement that, when taken together, bear
the signatures of such Additional Pledgor and the Collateral Agent.


 


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


 


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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 Pledge 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 16 of the Pledge
Agreement.  All communications and
notices hereunder to each Additional Pledgor 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 Additional Pledgor
and the Collateral Agent have duly executed this Supplement to the Pledge
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 1


TO SUPPLEMENT NO. 2


TO THE PLEDGE AGREEMENT


 


Pledged Shares


 


	
  Record Owner

  	
   

  	
  Issuer

  	
   

  	
  Certificate

  No.

  	
   

  	
  Number and

  Class of Shares

  	
   

  	
  % of

  Shares

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NONE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pledged Debt


 


	
  Payee

  	
   

  	
  Issuer

  	
   

  	
  Principal

  Amount

  	
   

  	
  Date of

  Instrument

  	
   

  	
  Maturity

  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NONE