Exhibit 4.38


 


SUPPLEMENT NO. 2 TO THE

SECURITY AGREEMENT (ABL)


 


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 “Parent Borrower”), each subsidiary of the Parent Borrower party to the Credit
Agreement (as defined below) (each such subsidiary, a “Subsidiary Borrower”
together with the Parent Borrower, the “Borrowers”) and each subsidiary
of the Parent Borrower that became a party thereto pursuant to Section 8.13
of the Security Agreement) (each such subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”;
the Subsidiary Grantors, the Subsidiary Borrowers and the Parent Borrower are
referred to collectively herein as the “Grantors”), and
The CIT Group/Business Credit, Inc. (“CIT”), as collateral agent
(in such capacity, the “Collateral
Agent”) under the
Credit Agreement referred to below.


 


A.            Reference is made to that
certain ABL 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 Parent Borrower, the
Subsidiary Borrowers, the lenders or other financial institutions or entities
from time to time party thereto (the “Lenders”), The CIT Group/Business
Credit, Inc. (“CIT”), 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, the Letter of Credit Issuer,  and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make the Loans to the Borrowers and the
Letter of Credit Issuer to issue Letters of Credit under the Credit Agreement
and to induce one or more Cash Management Banks and Hedge Banks to enter into Secured
Cash Management Agreements and Secured Hedge Agreements with the Borrowers
and/or their respective Subsidiaries.


 


D.            Section 9.11 of the
Credit Agreement and Section 8.13 of the Security Agreement provide that
each Subsidiary of the Parent 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 or
Subsidiary Borrower under the Security Agreement in order to induce the Lenders
to make additional Loans and the Letter of Credit Issuer to issue Letters of
Credit and as consideration for Loans previously made and Letters of Credit
previously issued.


 

















 


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 Parent 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 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.


 


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 Parent
Borrower at the Parent 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

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  CIT GROUP/BUSINESS CREDIT, INC., as

  
	
   

  	
  Collateral
  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrian Avalos

  	
   

  
	
   

  	
   

  	
  Name:   Adrian Avalos

  
	
   

  	
   

  	
  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