Exhibit 4.29


GUARANTEE


 


THIS GUARANTEE dated as of September 11,
2007, by DC Financial, LLC and each of the other entities that becomes a party
hereto pursuant to Section 19 (the “Guarantors”), in favor of the
Collateral Agent for the benefit of the Secured Parties.


 


W I T N E S S E T H:


 


WHEREAS, 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 Dollar
General Corporation, a Tennessee corporation (the “Parent Borrower”),
each of the Subsidiaries of the Parent Borrower party thereto (each such
subsidiary, a “Subsidiary Borrower”; together with the Parent Borrower,
the “Borrowers”), the lenders or other financial institutions or entities
from time to time party thereto (the “Lenders”), Goldman Sachs Credit
Partners L.P., as Syndication Agent, Lehman Commercial Paper Inc. and Wachovia
Bank, National Association, as Documentation Agents, and The CIT Group/Business
Credit Inc., as Administrative Agent and Collateral Agent;


 


WHEREAS, each Guarantor is a
direct or indirect wholly-owned Subsidiary of the Parent Borrower;


 


WHEREAS, each Guarantor
acknowledges that it will derive substantial direct and indirect benefit from
the making of the Loans and the issuance of Letters of Credit; and


 


WHEREAS, it is requirement
under the Credit Agreement that the Guarantors shall have executed and
delivered this Guarantee to the Collateral Agent for the ratable benefit of the
Secured Parties;


 


NOW, THEREFORE, in
consideration of the premises and to induce the Administrative Agent, the
Collateral Agent, the Letter of Credit Issuer and the Lenders to enter into the
Credit Agreement and the Letter of Credit Issuer to issue Letters of Credit
under the Credit Agreement, to induce the respective Lenders to make their
Loans to the Borrowers under the Credit Agreement and to induce one or more
Lenders or affiliates of Lenders to enter into Secured Cash Management Agreements
and Secured Hedge Agreements with the Borrowers and/or their respective
Subsidiaries, and as consideration for Loans previously made and Letters of
Credit previously issued under the Credit Agreement, the Guarantors hereby
agree with the Collateral Agent, for the ratable benefit of the Secured
Parties, as follows:


 


1.             Defined Terms.


 


(a)           Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.


 


(b)           The words “hereof”, “herein” and “hereunder”
and words of similar import when used in this Guarantee shall refer to this
Guarantee as a whole and not to any particular provision of this Guarantee, and
Section references are to Sections of this Guarantee unless 


 





















 


otherwise specified.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.


 


(c)           The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of
such terms.


 


2.             Guarantee.


 


(a)           Subject to the provisions of Section 2(b),
each of the Guarantors hereby, jointly and severally, unconditionally and
irrevocably, guarantees, as primary obligor and not merely as surety, to the
Collateral Agent, for the ratable benefit of the Secured Parties, the prompt
and complete payment and performance when due (whether at the stated maturity,
by required prepayment, acceleration, demand or otherwise) of the Obligations
of anyone other than such Guarantor (including amounts that would become due
but for operation of the automatic stay under 362(a) of the Bankruptcy
Code, 11 U.S.C. § 362(a)).


 


(b)           Anything herein or in any other
Credit Document to the contrary notwithstanding, the maximum liability of each
Guarantor hereunder and under the other Credit Documents shall in no event
exceed the amount that can be guaranteed by such Guarantor under the Bankruptcy
Code or any applicable laws relating to fraudulent conveyances, fraudulent transfers
or the insolvency of debtors.


 


(c)           Each Guarantor further agrees to pay
any and all expenses (including all reasonable fees and disbursements of
counsel) that may be paid or incurred by the Collateral Agent or any other
Secured Party in enforcing, or obtaining advice of counsel in respect of, any
rights with respect to, or collecting, any or all of the Obligations and/or
enforcing any rights with respect to, or collecting against, such Guarantor
under this Guarantee.


 


(d)           Each Guarantor agrees that the
Obligations may at any time and from time to time exceed the amount of the
liability of such Guarantor hereunder without impairing this Guarantee or
affecting the rights and remedies of the Collateral Agent or any other Secured
Party hereunder.


 


(e)           No payment or payments made by any
Borrower, any of the Guarantors, any other guarantor or any other Person or
received or collected by the Collateral Agent, the Administrative Agent or any
other Secured Party from any Borrower, any of the Guarantors, any other
guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Obligations shall be deemed to modify,
reduce, release or otherwise affect the liability of any Guarantor hereunder,
which shall, notwithstanding any such payment or payments, other than payments
made by such Guarantor in respect of the Obligations or payments received or collected
from such Guarantor in respect of the Obligations, remain liable for the
Obligations up to the maximum liability of such Guarantor hereunder until the
Obligations under the Credit Documents are paid in full, the Commitments
thereunder are terminated and no Letters of Credit shall be outstanding or any
such Letters of Credit shall have been cash collateralized in a manner
reasonably acceptable to the Letter of Credit Issuer and the Collateral Agent.


 


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(f)            Each Guarantor agrees that whenever,
at any time, or from time to time, it shall make any payment to the Collateral
Agent or any other Secured Party on account of its liability hereunder, it will
notify the Collateral Agent in writing that such payment is made under this
Guarantee for such purpose.


 


3.             Right of Contribution.  Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder (including by way of set-off rights being exercised
against it), such Guarantor shall be entitled to seek and receive contribution
from and against any other Guarantor hereunder who has not paid its
proportionate share of such payment. 
Each Guarantor’s right of contribution shall be subject to the terms and
conditions of Section 5 hereof.  The
provisions of this Section 3 shall in no respect limit the obligations and
liabilities of any Guarantor to the Collateral Agent and the other Secured
Parties, and each Guarantor shall remain liable to the Collateral Agent and the
other Secured Parties up to the maximum liability of such Guarantor hereunder.


 


4.             Right of Set-off.  In addition to any rights and remedies of the
Secured Parties provided by law, each Guarantor hereby irrevocably authorizes
each Secured Party at any time and from time to time following the occurrence
and during the continuance of an Event of Default, without notice to such
Guarantor or any other Guarantor, any such notice being expressly waived by
each Guarantor, upon any amount becoming due and payable by such Guarantor
hereunder (whether at stated maturity, by acceleration, demand or otherwise),
to set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency,
and any other credits, indebtedness or claims, in any currency, in each case
whether direct or indirect, absolute or contingent, matured or unmatured, at
any time held or owing by such Secured Party to or for the credit or the
account of such Guarantor.  Each Secured
Party shall notify such Guarantor promptly of any such set-off and the appropriation
and application made by such Secured Party, provided that the failure to
give such notice shall not affect the validity of such set-off and application.


 


5.             No Subrogation.  Notwithstanding any payment or payments made by
any of the Guarantors hereunder or any set-off or appropriation and application
of funds of any of the Guarantors by the Collateral Agent or any other Secured
Party, no Guarantor shall be entitled to be subrogated to any of the rights (or
if subrogated by operation of law, such Guarantor hereby waives such rights to
the extent permitted by applicable law) of the Collateral Agent or any other
Secured Party against any Borrower or any other Guarantor or any collateral
security or guarantee or right of offset held by the Collateral Agent or any
other Secured Party for the payment of 
any of the Obligations, nor shall any Guarantor seek or be entitled to
seek any contribution, indemnifications or reimbursement from any Borrower or
any other Guarantor or other guarantor in respect of payments made by such
Guarantor hereunder in each case, until all amounts owing to the Collateral
Agent and the other Secured Parties on account of the Obligations under the
Credit Documents are paid in full , the Commitments thereunder are terminated
and no Letters of Credit shall be outstanding or any such Letters of Credit
shall have been cash collateralized in a manner reasonably acceptable to the
Letter of Credit Issuer and the Collateral Agent.  If any amount shall be paid to any Guarantor
on account of such subrogation rights at any time when all the Obligations
shall not have been paid in full, such amount shall be held by such Guarantor
in trust for the Collateral Agent and the other Secured Parties, segregated
from other funds of such


 


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Guarantor, and shall,
forthwith upon receipt by such Guarantor, be turned over to the Collateral
Agent in the exact form received by such Guarantor (duly indorsed by such
Guarantor to the Collateral Agent, if required), to be applied against the
Obligations, whether due or to become due, in such order as the Collateral
Agent may determine.  Each Guarantor
further agrees that, to the extent the waiver or agreement to withhold the
exercise of its rights of subrogation, reimbursement, indemnification and
contribution as set forth herein is found by a court of competent jurisdiction
to be void or voidable for any reason, any rights of subrogation, reimbursement
or indemnification such Guarantor may have against any Borrower or against any
collateral or security, and any rights of contribution such Guarantor may have
against any such other guarantor, shall be junior and subordinate to any rights
the Collateral Agent or any Secured Party may have against any Borrower, to all
right, title and interest the Collateral Agent or any Secured Party may have in
any such collateral or security, and to any right the Collateral Agent or any
Secured Party may have against such other guarantor.


 


6.             Amendments, etc. with Respect to
the Obligations; Waiver of Rights. 
Each Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against any Guarantor and without notice to
or further assent by any Guarantor, (a) any demand for payment of any of
the Obligations made by the Collateral Agent or any other Secured Party may be
rescinded by such party and any of the Obligations continued, (b) the
Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with
respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Collateral Agent or any other Secured Party, (c) the
Credit Agreement, the other Credit Documents, the Letters of Credit and any
other documents executed and delivered in connection therewith and the Secured
Hedge Agreements and the Secured Cash Management Agreements and any other documents
executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent
(or the Required Lenders, as the case may be, or, in the case of any Secured
Hedge Agreement and the Secured Cash Management Agreements, the party thereto)
may deem advisable from time to time, and (d) any collateral security,
guarantee or right of offset at any time held by the Collateral Agent or any
other Secured Party for the payment of any of the Obligations may be sold, exchanged,
waived, surrendered or released.  Neither
the Collateral Agent nor any other Secured Party shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security
for the Obligations or for this Guarantee or any property subject thereto.  When making any demand hereunder against any
Guarantor, the Collateral Agent or any other Secured Party may, but shall be
under no obligation to, make a similar demand on any Borrower or any Guarantor
or any other person, and any failure by the Collateral Agent or any other Secured
Party to make any such demand or to collect any payments from any Borrower or
any Guarantor or any other person or any release of any Borrower or any
Guarantor or any other person shall not relieve any Guarantor in respect of
which a demand or collection is not made or any Guarantor not so released of
its several obligations or liabilities hereunder, and shall not impair or
affect the rights and remedies, express or implied, or as a matter of law, of
the Collateral Agent or any other Secured Party against any Guarantor.  For the purposes hereof “demand” shall
include the commencement and continuance of any legal proceedings.


 


 


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7.             Guarantee Absolute and
Unconditional.


 


(a)           Each Guarantor waives any and all
notice of the creation, contraction, incurrence, renewal, extension, amendment,
waiver or accrual of any of the Obligations, and notice of or proof of reliance
by the Collateral Agent or any other Secured Party upon this Guarantee or
acceptance of this Guarantee.  All
Obligations shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended, waived or accrued, in reliance upon
this Guarantee, and all dealings between any Borrower and any of the Guarantors,
on the one hand, and the Collateral Agent and the other Secured Parties, on the
other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon this Guarantee. 
To the fullest extent permitted by applicable law, each Guarantor waives
diligence, promptness, presentment, protest and notice of protest, demand for
payment or performance, notice of default or nonpayment, notice of acceptance
and any other notice in respect of the Obligations or any part of them, and any
defense arising by reason of any disability or any other defense of any Borrower
or any of the Guarantors with respect to the Obligations.  Each Guarantor understands and agrees that
this Guarantee shall be construed as a continuing, absolute and unconditional
guarantee of payment and not of collection (this Guarantee is a primary
obligation of each Guarantor and not merely a contract of surety) without
regard to and hereby waives, to the fullest extent permitted by applicable law,
any and all defenses that it may have arising in connection with, (a) the
validity, regularity or enforceability of the Credit Agreement, any other
Credit Document, any Secured Hedge Agreement, any Secured Cash Management
Agreement, any of the Obligations or any amendment to or waiver of, any provision
of any thereof (including any change in time, place, manner, or place of
payment, amendment, or waiver or increase thereof) or any collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Collateral Agent or any other Secured Party, (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance), including but not limited to failure of consideration, breach of
warranty, payment, statute of frauds, statute of limitations, accord and
satisfaction and usury, that may at any time be available to or be asserted by
any Borrower against the Collateral Agent or any other Secured Party or, (c) any
other circumstance whatsoever (with or without notice to or knowledge of any
Borrower or such Guarantor) that constitutes, or might be construed to
constitute, an equitable or legal discharge of any Borrower for the
Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any
other instance.  When pursuing its rights
and remedies hereunder against any Guarantor, the Collateral Agent and any
other Secured Party may, but shall be under no obligation to, pursue such
rights and remedies as it may have against any Borrower or any other Person or
against any collateral security or guarantee for the Obligations or any right
of offset with respect thereto, and any failure by the Collateral Agent or any
other Secured Party to pursue such other rights or remedies or to collect any
payments from any Borrower or any such other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or
any release of any Borrower or any such other Person or any such collateral
security, guarantee or right of offset, shall not relieve such Guarantor of any
liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Collateral
Agent and the other Secured Parties against such Guarantor.


 


(b)           This Guarantee shall remain in full
force and effect and be binding in accordance with and to the extent of its
terms upon each Guarantor and the successors and assigns thereof and shall inure
to the benefit of the Collateral Agent and the other Secured Parties and their
respective successors, indorsees, transferees and assigns until all Obligations
(other than 


 


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any contingent indemnity obligations
not then due) shall have been satisfied by payment in full , the Commitments
thereunder are terminated and no Letters of Credit shall be outstanding (except
to the extent any such Letters of Credit shall have been cash collateralized in
a manner reasonably acceptable to the Letter of Credit Issuer and the
Collateral Agent), notwithstanding that from time to time during the term of
the Credit Agreement, any Secured Hedge Agreement and any Secured Cash
Management Agreement the Credit Parties may be free from any Obligations.


 


(c)           A Guarantor shall automatically be
released from its obligations hereunder and the Guarantee of such Guarantor
shall be automatically released under the circumstances described in Section 13.1
of the Credit Agreement.


 


8.             Reinstatement.  This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Collateral Agent or any other Secured Party upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Borrower or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower
or any Guarantor or any substantial part of its property, or otherwise, all as
though such payments had not been made.


 


9.             Payments.  Each Guarantor hereby guarantees that
payments hereunder will be paid to the Collateral Agent without set-off or counterclaim
in Dollars (based on the Dollar Equivalent amount of such Obligations on the
date of payment) at the Collateral Agent’s Office.  Each Guarantor agrees that the provisions of
Sections 5.4 and 13.20 of the Credit Agreement shall apply to such Guarantor’s
obligations under this Guarantee.


 


10.           Representations and Warranties;
Covenants.


 


(a)           Each Guarantor hereby represents and
warrants that the representations and warranties set forth in Section 8 of
the Credit Agreement as they relate to such Guarantor and in the other Credit
Documents to which such Guarantor is a party, each of which is hereby
incorporated herein by reference, are true and correct in all material respects
as of the Closing Date (except where such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties
were true and correct in all material respects as of such earlier date), and
the Collateral Agent and each other Secured Party shall be entitled to rely on
each of them as if they were fully set forth herein.


 


(b)           Each Guarantor hereby covenants and
agrees with the Collateral Agent and each other Secured Party that, from and
after the date of this Guarantee until the Obligations are paid in full, the
Commitments thereunder are terminated and no Letters of Credit shall be
outstanding or any such Letters of Credit shall have been cash collateralized
in a manner reasonably acceptable to the Letter of Credit Issuer and the
Collateral Agent, such Guarantor shall take, or shall refrain from taking, as
the case may be, all actions that are necessary to be taken or not taken so
that no violation of any provision, covenant or agreement contained in Section 9
or Section 10 of the Credit Agreement and so that no Default or Event of
Default, is caused by any act or failure to act of such Guarantor or any of its
Subsidiaries.


 


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11.           Authority of the Collateral Agent.


 


(a)           The Collateral Agent enters into this
Guarantee in its capacity as agent for the Secured Parties from time to
time.  The rights and obligations of the
Collateral Agent under this Guarantee at any time are the rights and
obligations of the Secured Parties at that time.  Each of the Secured Parties has (subject to
the terms of the Credit Documents) a several entitlement to each such right,
and a several liability in respect of each such obligation, in the proportions
described in the Credit Documents.  The
rights, remedies and discretions of the Secured Parties, or any of them, under
this Guarantee may be exercised by the Collateral Agent.  No party to this Guarantee is obliged to
inquire whether an exercise by the Collateral Agent of any such right, remedy
or discretion is within the Collateral Agent’s authority as agent for the
Secured Parties.


 


(b)           Each party to this Guarantee
acknowledges and agrees that any changes (in accordance with the provisions of
the Credit Documents) in the identity of the persons from time to time
comprising the Secured Parties gives rise to an equivalent change in the
Secured Parties, without any further act. 
Upon such an occurrence, the persons then comprising the Secured Parties
are vested with the rights, remedies and discretions and assume the obligations
of the Secured Parties under this Guarantee. 
Each party to this Guarantee irrevocably authorizes the Collateral Agent
to give effect to the change in Lenders contemplated in this Section 11(b) by
countersigning an Assignment and Acceptance.


 


(c)           Each Guarantor acknowledges and
agrees that it has adequate means to obtain information from each Borrower and
each other Guarantor on a continuing basis concerning the financial condition
of each Borrower and each other Guarantor and its ability to perform its
obligations under the Credit Agreement, the other Credit Documents and any
Secured Hedge Agreement, and each Guarantor assumes the responsibility of
keeping informed of the financial condition of each Borrower and each other
Guarantor and all circumstances bearing upon the risk of nonpayment of each
Borrower and each other Guarantor.  Each
Guarantor hereby waives and relinquishes any duty on the part of the Collateral
Agent to disclose any matter, fact or thing related to each Borrower and each
other Guarantor whether now or hereafter known.


 


12.           Notices.  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 any Guarantor 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.


 


13.           Counterparts.  This Guarantee may be executed by one or more
of the parties to this Guarantee 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
Guarantee signed by all the parties shall be lodged with the Collateral Agent
and the Parent Borrower.


 


14.           Severability.  Any provision of this Guarantee 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 any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable


 


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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.


 


15.           Integration.  This Guarantee together with the other Credit
Documents and each other document in respect of any Secured Hedge Agreement
represent the agreement of each Guarantor and the Collateral Agent with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Collateral Agent or any other Secured
Party relative to the subject matter hereof not expressly set forth or referred
to herein, in the other Credit Documents or, each other document in respect of
any Secured Hedge Agreement.


 


16.           Amendments in Writing; No Waiver;
Cumulative Remedies.


 


(a)           None of the terms or provisions of
this Guarantee may be waived, amended, supplemented or otherwise modified
except in accordance with Section 13.1 of the Credit Agreement.


 


(b)           Neither the Collateral Agent nor any
other Secured Party shall by any act (except by a written instrument pursuant
to Section 16(a)), delay, indulgence, omission or otherwise be deemed to
have waived any right or remedy hereunder or to have acquiesced in any Default
or Event of Default or in any breach of any of the terms and conditions
hereof.  No failure to exercise, nor any
delay in exercising, on the part of the Collateral Agent or any other Secured
Party, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  A waiver by the Collateral Agent or any other
Secured Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that the Collateral Agent or any Secured
Party would otherwise have on any future occasion.


 


(c)           The rights, remedies, powers and
privileges herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by
law.


 


17.           Section Headings.  The Section headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.


 


18.           Successors and Assigns.  This Guarantee shall be binding upon the
successors and assigns of each Guarantor and shall inure to the benefit of the
Collateral Agent and the other Secured Parties and their respective successors
and assigns except that no Guarantor may assign, transfer or delegate any of
its rights or obligations under this Guarantee without the prior written
consent of the Collateral Agent.


 


19.           Additional Guarantors.  Each Subsidiary of the Parent Borrower that
is required to become a party to this Guarantee pursuant to Section 9.11
of the Credit Agreement 


 


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shall become a Guarantor,
with the same force and effect as if originally named as a Guarantor herein,
for all purposes of this Guarantee, upon execution and delivery by such
Subsidiary of a written supplement substantially in the form of Annex A
hereto.  The execution and delivery of
any instrument adding an additional Guarantor as a party to this Guarantee
shall not require the consent of any other Guarantor hereunder.  The rights and obligations of each Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor as a party to this Guarantee (and any such assignment without
such consent shall be null and void).


 


20.          WAIVER OF
JURY TRIAL. 
EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER
CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


21.           Submission to Jurisdiction;
Waivers; Service of Process.  Each
Guarantor hereby irrevocably and unconditionally:


 


(a)           submits for itself and its property
in any legal action or proceeding relating to this Guarantee and the other
Credit Documents to which it is a party, or for recognition and enforcement of
any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States of
America for the Southern District of New York and appellate courts from
any thereof;


 


(b)           consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Guarantor in care of the Parent
Borrower at the Parent Borrower’s address set forth in the Credit Agreement,
and such Person hereby irrevocably authorizes and directs the Parent Borrower
to accept such service on its behalf;


 


(d)           agrees
that nothing herein shall affect the right of the Collateral Agent or any other
Secured Party to effect service of process in any other manner permitted by law
or shall limit the right of the Collateral Agent or any other Secured Party to
sue in any other jurisdiction; and


 


(e)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 21
any special, exemplary, punitive or consequential damages.


 


22.          GOVERNING LAW.  THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


[SIGNATURE
PAGES FOLLOW]


 


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IN WITNESS WHEREOF, each of
the undersigned has caused this Guarantee to be duly executed and delivered by
its duly authorized officer or other representative as of the day and year
first above written.


 


 


	
   

  	
  DC FINANCIAL, LLC, as
  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Wade Smith

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Wade Smith

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CIT GROUP/BUSINESS
  CREDIT INC., as

  
	
   

  	
  Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrian Avalos

  	
   

  
	
   

  	
   

  	
  Name: Adrian Avalos

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  	
   

  
								



 

















 


ANNEX A TO

THE GUARANTEE


 


SUPPLEMENT NO. [  ] dated as of
[                    ]
to the GUARANTEE (the “Guarantee”) dated as of September     ,
2007, among DC Financial, LLC (the “Guarantor”), and The CIT
Group/Business Credit Inc., as Collateral Agent for the Lenders from time to
time parties to 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 Dollar General Corporation, a Tennessee
corporation (the “Parent Borrower”), each of the Subsidiaries of the
Parent Borrower party thereto (each such subsidiary, a “Subsidiary Borrower”;
together with the Parent Borrower, the “Borrowers”), the lenders or
other financial institutions or entities from time to time party thereto (the “Lenders”),
Goldman Sachs Credit Partners L.P., as Syndication Agent, Lehman Brothers Inc.
and Wachovia Capital Markets, LLC, as Documentation Agents, and The CIT
Group/Business Credit 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 Guarantee.


 


C.            The Guarantor has entered into the Guarantee in order to
induce the Administrative Agent, the Collateral Agent, the Lenders and the
Letter of Credit Issuer to enter into the Credit Agreement and to induce the
Lenders to make their respective Loans and the Letter of Credit Issuer to issue
Letters of Credit to the Borrowers under the Credit Agreement and to induce one
or more Hedge Banks or Cash Management Banks to enter into Secured Hedge
Agreements or Secured Cash Management Agreement with the Parent Borrower and/or
its Restricted Subsidiaries.


 


D.            Section 9.11 of the Credit Agreement and Section 19
of the Guarantee provide that additional Subsidiaries may become Guarantors
under the Guarantee by execution and delivery of an instrument in the form of
this Supplement.  Each undersigned
Subsidiary (each a “New Guarantor”) is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Guarantor
under the Guarantee in order to induce the Lenders to make additional Loans,
the Letter of Credit Issuer to issue Letters of Credit,  to induce one or more Hedge Banks to enter
into Secured Hedge Agreements and as consideration for Loans previously made.


 


Accordingly, the Collateral
Agent and each New Guarantor agrees as follows:


 


SECTION 1.  In accordance with Section 19 of the
Guarantee, each New Guarantor by its signature below becomes a Guarantor under
the Guarantee with the same force and effect as if originally named therein as
a Guarantor, and each New Guarantor hereby (a) agrees to all the terms and
provisions of the Guarantee applicable to it as a Guarantor thereunder and (b)


 

















 


represents and warrants that
the representations and warranties made by it as a Guarantor thereunder are
true and correct on and as of the date hereof (except where such representations
and warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects
as of such earlier date). Each reference to a Guarantor in the Guarantee shall
be deemed to include each New Guarantor. 
The Guarantee is hereby incorporated herein by reference.


 


SECTION 2.  Each New Guarantor 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.


 


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 Parent Borrower
and the Collateral Agent.  This
Supplement shall become effective as to each New Guarantor when the Collateral
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of such New Guarantor and the Collateral Agent.


 


SECTION 4.  Except as expressly supplemented hereby, the
Guarantee shall remain in full force and effect.


 


SECTION 5.  THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 6.  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 of the Guarantee, 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 7.  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 Guarantor 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.


 


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IN WITNESS WHEREOF, each New
Guarantor and the Collateral Agent have duly executed this Supplement to the
Guarantee as of the day and year first above written.


 


	
   

  	
   

  
	
   

  	
  [NAME OF NEW GUARANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  THE CIT GROUP/BUSINESS
  CREDIT INC., as

  
	
   

  	
  Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: