EXHIBIT 4.27


 


SUPPLEMENT NO. 1

TO THE PLEDGE AGREEMENT (TERM CREDIT)


 


SUPPLEMENT NO. 1 dated as of September 11,
2007, to the PLEDGE AGREEMENT dated as of July 6, 2007, 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 nonassessable.


 


(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.


 


SECTION 6.  THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND 


 


 


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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.


 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 


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SCHEDULE I

TO SUPPLEMENT NO. 1

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DC Financial, LLC

  	
   

  	
  DG Ardmore, LLC

  	
   

  	
  $46,163,666.00

  	
   

  	
  1-19-1999 (as

  amended

  1-1-2004 and by

  assignment dated

  8-15-2007)

  	
   

  	
  1-1-2022