Exhibit 4.23


SUPPLEMENT NO. 1 TO

THE GUARANTEE (TERM CREDIT)


SUPPLEMENT NO. 1 dated as of September 11, 2007, to
the GUARANTEE (the “Guarantee”) dated as of July 6, 2007, among each of the
Guarantors listed on the signature pages thereto (each such subsidiary
individually, a “Guarantor” and, collectively, the “Guarantors”),
and Citicorp North America 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 Credit Agreement, dated
as of the date hereof, (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
“Borrower”), 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 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 Guarantee.


C.            The Guarantors have entered into the Guarantee 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 their respective
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
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, 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 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 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 Guarantor and the
Collateral Agent have duly executed this Supplement to the Guarantee 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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