Exhibit 4.31


SUPPLEMENT NO. 1 TO THE

SECURITY AGREEMENT (ABL)


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 “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.


 


 


2

















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.


 


 


3

















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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE CIT GROUP/BUSINESS CREDIT, INC.,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrian Avalos

  
	
   

  	
   

  	
  Name: Adrian Avalos

  
	
   

  	
   

  	
  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 Liability

  Company

  	
   

  	
  N/A
  (Disregarded Entity for

  Tax Purposes—Single-

  Member LLC)