EXHIBIT 4.25


 


SUPPLEMENT NO. 1 TO THE

SECURITY AGREEMENT (TERM CREDIT)


 


SUPPLEMENT
NO. 1 dated as of September 11, 2007, to the Security Agreement dated as
of July 6, 2007 (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 


 


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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.


 


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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.


 


	
   

  	
  DC FINANCIAL, 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. 1 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DC Financial, LLC

  	
   

  	
  Tennessee

  	
   

  	
  Member-Managed Limited

  	
   

  	
  N/A (Disregarded Entity
  for

  
	
   

  	
   

  	
   

  	
   

  	
  Liability Company

  	
   

  	
  Tax Purposes /
  Single-Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LLC)

  



 


 


 

















 


SCHEDULE
II

TO SUPPLEMENT NO. 1 TO THE

SECURITY AGREEMENT


 


MATERIAL COPYRIGHT LICENSES


 


NONE


 


 


 

















 


SCHEDULE
III

TO SUPPLEMENT NO. 1 TO THE

SECURITY AGREEMENT


COPYRIGHTS


 




	
  Registered 

  Owner/Grantor

  	
   

  	
  

  Title

  	
   

  	
  Registration 

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NONE

  	
   

  	
   

  






 


 


 


 


 





















 


SCHEDULE IV

TO SUPPLEMENT NO. 1 TO THE

SECURITY AGREEMENT


 


MATERIAL PATENT LICENSES


 


NONE


 


 


 





















 


SCHEDULE V

TO SUPPLEMENT NO. 1 TO THE

SECURITY AGREEMENT


 


PATENTS


NONE


 


 


 





















 


SCHEDULE VI

TO SUPPLEMENT NO. 1 TO THE

SECURITY AGREEMENT


 


MATERIAL TRADEMARK LICENSES


 


NONE


 


 


 






























 


SCHEDULE VII

TO SUPPLEMENT NO. 1 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