Guarantee, dated as of July 6, 2007, by certain domestic subsidiaries of Dollar
      General Corporation, as Guarantors.


     

    EXHIBIT
      4.3


    GUARANTEE

     

    THIS
      GUARANTEE dated as of July 6, 2007, by each of the signatories listed on the
      signature pages hereto 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 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 Commercial
      Paper Inc. and Wachovia Bank, National Association, as Documentation Agents,
      and
      Citicorp North America, Inc., as Administrative Agent and Collateral Agent;
      

     

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

     

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

     

    WHEREAS,
      it is a condition precedent to the obligation of the Lenders to make their
      Loans
      to the Borrower 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, and the Lenders to enter into the Credit Agreement
      and to induce the respective Lenders to make their 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, 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 the 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 the 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
      and
      the Commitments thereunder are terminated.

     

    (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
      li-

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        
ability
        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 the 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
      the
      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 and the Commitments thereunder
      are
      terminated. 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
      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, 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        
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 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 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 and any other documents executed and delivered in connection
      therewith and the Secured Hedge 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,
      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. 

     

    7.  Guarantee
      Absolute and Unconditional.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (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 the 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 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 

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        
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 any contingent indemnity obligations not
        then
        due) shall have been satisfied by payment in full and the Commitments thereunder
        shall be terminated, notwithstanding that from time to time during the term
        of
        the Credit Agreement and any Secured Hedge 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 the 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, the 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
      13.19 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 and the Commitments are terminated, 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.

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    
      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 the Borrower and each other Guarantor on a continuing basis
      concerning the financial condition of the 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 the Borrower
      and each other Guarantor and all circumstances bearing upon the risk of
      nonpayment of the 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 the 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 Borrower at the 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
      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 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        
prohibition
        or unenforceability without invalidating the remaining provisions hereof,
        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.

    

     

    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


     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        
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 Borrower that is required to become a party to this Guarantee
      pursuant to Section 9.11 of the Credit Agreement 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
      Borrower at the Borrower’s address set forth in the Credit Agreement, and such
      Person hereby irrevocably authorizes and directs the 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

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (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]

    


     

     

     

     

     

     

     

     

     

     

     

     

     

    -10-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

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

        


        


                            DOLLAR
          GENERAL
          CORPORATION, as

           Guarantor

        


        


                            By:
          /s/ Wade
          Smith        


        
          	 	
                                                                Name:

                	
                   Wade
                    Smith

                


        

        
          	 	
                                                                Title:

                	
                     
                    Treasurer

                


        

        


        


                            DG
          RETAIL, LLC, as
          Guarantor

        


        


                            By: /s/
          Wade
          Smith                     
           

        
          	 	
                                      Dollar

                	
                   General
                    Corporation
                    

                


        

        
          	 	 	
                                           
                    as sole member

                


        

                                 
          Wade Smith 

                                  
          Treasurer

        


        


                            DOLGENCORP,
          INC., as
          Guarantor

        


        


                            By:
          /s/ Wade
          Smith       

        
          	 	
                              Name:

                	
                   Wade
                    Smith

                


        

        
          	 	
                                                               Title:

                	
                     
                    Treasurer

                


        

        


        


                            DOLGENCORP
          OF NEW
          YORK, INC., as

               
          Guarantor

        


        


                            By:
          /s/ Wade
          Smith                        

                                                           
          Name: Wade
          Smith 

                                                     
          Title:    Treasurer

        


        


                            DOLGENCORP
          OF TEXAS,
          INC., as Guarantor

        


        


                            By:
          /s/ Wade
          Smith            

                                                                  Name: Wade
          Smith

                                                     
          Title:    Treasurer

      

       

       

       

       

      
        
          
          

        

        
          
            S
              -1

            Guarantee
              Signature Pages

          

          
            

          

        

        
          
          

        

      

      

                                                DG
          TRANSPORTATION,
          INC., as Guarantor

        


        


                                                By:
          /s/ Wade
          Smith                       
          

        
          	                                                
	
                  Name:

                	
                   Wade
                    Smith

                


        

        
          	 	
                                                                                                               Title:

                	
                     
                    Treasurer

                


        

        


        


                                                DG
          LOGISTICS, LLC, as
          Guarantor


        


                                                By:
/s/
          Wade
          Smith                      
          

                                            DG
          Transportation,
          Inc. as Manager

                                              
Wade
          Smith

                                               
          Treasurer

        


        


                                                DGC
          PROPERTIES LLC,
          as Guarantor

        


        


        
          	                                              	
                  By:     /s/Wade Smith                   

                	 


        

                                                                                                         
          Dolgencorp, Inc., as sole member
                                                 
          Wade Smith

                                                                                                         
          Treasurer

        


                                                SOUTH
          BOSTON
          HOLDINGS, INC., as Guarantor

            


                


        
          	                                               	
                    By:

                	
                  /s/
                    Wade Smith                   
                    

                


        

        
          	                                                        
                  	
                  Name:

                	
                   Wade
                    Smith

                


        

        
          	                                                     	
                  Title:

                	
                   
                    Treasurer

                


        

        


        


                                                SUN-DOLLAR,
          L.P., as
          Guarantor

        


        


                                                By:   
          /s/ Wade Smith                  


                                             South
          Boston
          Holdings, Inc. general partner

                                                                                                        
          Wade Smith

                                                                                                        
          Treasurer

        


        


        
          	 	
                                                          By:

                	
                     
                    /s/ Wade Smith                  

                


        

                                                  
          Dolgencorp, Inc. limited
          partner

                                                                                                        
          Wade Smith

                                                                                                                                      
          Treasurer

      

       

       

      
        
          
          

        

        
          
            S
              -2

            
              Guarantee
                Signature Pages

            

          

          
            

          

        

        
          
          

        

      

      

                        SOUTH
          BOSTON
          FF&E, LLC, as Guarantor

        


                      By: Sun-Dollar,
          L.P. (sole member)

                              
By:
          /s/ Wade Smith               



                        
          South Boston Holdings, Inc. - -
          its
          general

                                          
          partner

                                          
          Wade Smith

                                          
          Treasurer

        


         

        


                        DG
          PROMOTIONS, INC.,
          as Guarantor

        


        


                   By:
          /s/ Wade Smith                

                       
          Name: Wade Smith

                                
          Title:     
          Treasurer

        


        


                        DOLLAR
          GENERAL
          INVESTMENT, INC., as

                        Guarantor

        


        


                By:
          /s/ Wade
          Smith                 

                                 Name: Wade
          Smith

                                
          Title:     
          Treasurer

        


                        DOLLAR
          GENERAL
MERCHANDISING,
          INC.,

                                                     
          as Guarantor 

         

                                    By:
          /s/ Wade Smith                 

                                  
Name:
          Wade Smith

                               
          Title:     
          Treasurer

      

       

       

      
        
          
          

        

        
          S
            -3

            Guarantee
              Signature Pages

          

          
            

          

        

        
          
          

        

      

      

                                                DOLLAR
          GENERAL
          PARTNERS, as Guarantor

        


        


                                                By:
          /s/ Wade
          Smith                  

                                                       
Dollar
          General Corporation
-
          its
          authorized

                                                                
          general
          partner

                                                                                                       
          Wade Smith

                                                                                                       
          Treasurer

        


        
                                                   
          /s/ Wade Smith                  

                                                By: Dollar
          General Merchandising, Inc. —
          its
          

                                                                 
          general partner

                                            
Wade
          Smith


                                                                                                        
          Treasurer

        


        


                                                DGC
          PROPERTIES OF
          KENTUCKY LLC, as

                                                Guarantor

                                                By:
          /s/ Wade
          Smith                  

                                            
Dollar
          General
          Partners as sole member

        
          	 	
                                                                                                          By:

                	
                   Dollar
                    General Corporation -
                    its
                    authorized general partner 

                


        

                                                                                                        
          Wade Smith 

                                                                                                        
          Treasurer

      

       

       

      
        
          
          

        

        
          S
            -4

            Guarantee
              Signature Pages

          

          
            

          

        

        
          
          

        

      

       

       

       

      

                            CITICORP
          NORTH
          AMERICA, INC., as

                                                          Collateral
          Agent

         

         

                                                          By: /s/
          Jeffrey Nitz                

                        
          Name:  Jeffrey Nitz

                                      Title:    
          Director

      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      S-5

      
        Guarantee Signature
          Pages

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    


    ANNEX
      A
      TO

     

    THE
      GUARANTEE

     

    SUPPLEMENT
      NO. [ ] dated as of
      [                    ]
      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.

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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:

     

                            CITICORP
      NORTH
      AMERICA, INC., as
      Collateral Agent

     

                            By:                                   
         

                            Name: 

                            Title: