Exhibit 4.23



THIRD SUPPLEMENTAL INDENTURE


Third
Supplemental Indenture (this “Supplemental Indenture”), dated as of March
23, 2009, among Dolgen I, Inc.; Dolgen II, Inc.; Dolgen III, Inc.; DG Strategic
I, LLC; DG Strategic II, LLC; and DG Strategic III, LLC (each hereinafter
referred to as the “Guaranteeing Subsidiary”), each a Tennessee
corporation or Tennessee limited liability company, as applicable, and each a
subsidiary of Dollar General Corporation, a Tennessee Corporation (the
“Issuer”), and U.S. Bank National Association, as successor 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  11.875% / 12.625% Senior Subordinated Toggle Notes due 2017 (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 







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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.







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(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 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 unsecured senior subordinated obligation of such
Guaranteeing Subsidiary, will be subordinated in right of payment to all
existing and any future Senior Indebtedness of such Guaranteeing Subsidiary,
will rank equally in right of payment with all existing and future Senior
Subordinated Indebtedness of such Guaranteeing Subsidiary, will be effectively
subordinated to all Secured Indebtedness of such Guarantor to the extent of the
value of the collateral securing such Indebtedness and will rank senior in right
of payment to any future Subordinated Indebtedness of such Guaranteeing
Subsidiary.  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”);







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(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
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 







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

				
	
 
	
DOLGEN I, INC.

	
 
	
 
	
 

	
 
	
By:
	/s/ Wade Smith

	
 
	
 
	
Name:
	
Wade Smith

	
 
	
 
	
Title:
	
Treasurer






				
	
 
	
DOLGEN II, INC.

	
 
	
 
	
 

	
 
	
By:
	/s/ Wade Smith

	
 
	
 
	
Name:
	
Wade Smith

	
 
	
 
	
Title:
	
Treasurer






				
	
 
	
DOLGEN III, INC.

	
 
	
 
	
 

	
 
	
By:
	/s/ Wade Smith

	
 
	
 
	
Name:
	
Wade Smith

	
 
	
 
	
Title:
	
Treasurer






					
	
 
	
DG STRATEGIC I, LLC

	
 
	
 
	
 

	
 
	
By:
	
Dollar General Corporation, Sole Member

	
 
	
 
	
 

	
 
	
 
	
By:
	/s/ Wade Smith

	
 
	
 
	
Name:
	
Wade Smith

	
 
	
 
	
Title:
	
Treasurer



 

					
	
 
	
DG STRATEGIC II, LLC

	
 
	
 
	
 

	
 
	
By:
	
Dollar General Corporation, Sole Member

	
 
	
 
	
 

	
 
	
 
	
By:
	/s/ Wade Smith

	
 
	
 
	
Name:
	
Wade Smith

	
 
	
 
	
Title:
	
Treasurer






					
	
 
	
DG STRATEGIC III, LLC

	
 
	
 
	
 

	
 
	
By:
	
Dollar General Corporation, Sole Member

	
 
	
 
	
 

	
 
	
 
	
By:
	/s/ Wade Smith

	
 
	
 
	
Name:
	
Wade Smith

	
 
	
 
	
Title:
	
Treasurer












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U.S. BANK NATIONAL ASSOCIATION,

	
 
	
as Successor Trustee

	
 
	
 
	
 

	
 
	
By:
	/s/ Wally Jones

	
 
	
 
	
Name:
	
Wally Jones

	
 
	
 
	
Title:
	
Vice President