Registration Rights Agreement, dated July 6, 2006, among Buck Acquisition Corp.,
      Dollar General Corporation, the guarantors named therein and the initial purchasers
      named therein.

                                                                                         EXHIBIT
    4.10

    EXECUTION
      VERSION

     

    Dollar
      General Corporation

     

    Successor
      by Merger to Buck Acquisition Corp. 

     

    10.625%
      Senior Notes due 2015

    11.875%/12.625%
      Senior Subordinated Toggle Notes due 2017

    


    unconditionally
      guaranteed as to the

    payment
      of principal, premium,

    if
      any, and interest by the 

    Guarantors
      

    


     

    Exchange
      and Registration Rights Agreement

     

     

     

     July
      6,
      2007

     

    


    Goldman,
      Sachs & Co.

    85
      Broad
      Street 

    New
      York,
      New York 10004

     

    Citigroup
      Global Markets Inc.

    390
      Greenwich Street

    New
      York,
      New York 10013

     

    Lehman
      Brothers Inc.

    745
      Seventh Avenue

    New
      York,
      New York 10019

     

    Wachovia
      Capital Markets, LLC

    One
      Wachovia Center 301

    South
      College Street

    Charlotte,
      North Carolina 28288-0737

     

     

    Ladies
      and Gentlemen:

     

    In
      connection with the merger (the “Merger”)
      of
      Buck Acquisition Corp. (“Buck”)
      with
      and into Dollar General Corporation (the “Company”),
      pursuant to an agreement and plan of merger dated March 11, 2007 (the
“Merger
      Agreement”)
      by and
      among Buck Holdings, L.P., a Delaware limited partnership, Buck and the Company,
      Buck proposes to issue and sell to the Purchasers (as defined herein) upon
      the
      terms set forth in the Purchase Agreement (as defined herein), an aggregate
      of
      $1,175.0 million principal amount of 10.625% Senior Notes due 2015 (the
“Senior
      Notes”)
      and an
      aggregate of $725.0 million principal amount of 11.875% / 12.625% 

     

    
      
         

      

      
         

        
          

        

      

      
         
Senior
        Subordinated Toggle Notes due 2017 (the “Senior
        Subordinated Notes”).
        Upon
        consummation of the Merger, the Company, by operation of law, will assume
        all of
        Buck’s obligations in connection with the Senior Notes and the Senior
        Subordinated Notes. The Senior Notes and the Senior Subordinated
        Notes are
        unconditionally guaranteed by the Guarantors (as defined below). References
        to
        the “Issuer” refer to (x) prior to the consummation of the Merger, Buck and (y)
        from and after the consummation of the Merger, the Company. As an inducement
        to
        the Purchasers to enter into the Purchase Agreement and in satisfaction of
        a
        condition to the obligations of the Purchasers thereunder, Buck, the Company
        and
        the Guarantors agree with
        the
        Purchasers for the benefit of holders (as defined herein) from time to time
        of
        the Registrable Securities (as defined herein) as follows:

    

     

    1.  Certain
      Definitions.
      For
      purposes of this Exchange and Registration Rights Agreement (this “Agreement”),
      the
      following terms shall have the following respective meanings:

     

    “Affiliate
      Investor”
means
      any of the several Investors (as defined in the Indentures) that owns any
      Securities or Exchange Securities to the extent that such person is included
      in
      a Market Making Shelf Registration in accordance with Section 2(c)
      hereof.

     

    “Base
      Interest”
      shall
      mean the interest that would otherwise accrue on the Securities under the terms
      thereof and the Indentures, without giving effect to the provisions of this
      Agreement.

     

    The
      term
“broker-dealer”
      shall
      mean any broker or dealer registered with the Commission under the Exchange
      Act.

     

    “Business
      Day”
      shall
      mean any day other than Saturday or Sunday that is not a day on which banking
      institutions in the City of New York are authorized or obligated by law or
      executive order to close.

     

    “Closing
      Date”
      shall
      mean the date on which the Securities are initially issued.

     

    “Commission”
      shall
      mean the United States Securities and Exchange Commission, or any other federal
      agency at the time administering the Exchange Act or the Securities Act,
      whichever is the relevant statute for the particular purpose.

     

    “EDGAR
      System”
      means
      the EDGAR filing system of the Commission and the rules and regulations
      pertaining thereto promulgated by the Commission in Regulation S-T under the
      Securities Act and the Exchange Act, in each case as the same may be amended
      or
      succeeded from time to time (and without regard to format).

     

    “Effective
      Time,”
      in the
      case of (i) an Exchange Registration, shall mean the time and date as of
      which the Commission declares the Exchange Registration Statement effective
      or
      as of which the Exchange Registration Statement otherwise becomes effective,
      (ii) a Shelf Registration, shall mean the time and date as of which the
      Commission declares the Shelf Registration Statement effective or as of which
      the Shelf Registration Statement otherwise becomes effective and (iii) a
      Market Making Shelf Registration, shall mean the time and date as of which
      the
      Commission declares the Market Making Shelf Registration Statement effective
      or
      as of which the Market Making Shelf Registration Statement otherwise becomes
      effective.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    “Electing
      Holder”
      shall
      mean any holder of Registrable Securities that has returned a completed and
      signed Notice and Questionnaire to the Issuer in accordance with
      Section 3(d)(ii) or Section 3(d)(iii) and the instructions set forth
      in the Notice and Questionnaire.

     

    “Exchange
      Act”
      shall
      mean the Securities Exchange Act of 1934, as amended, and by reference shall
      include the rules and regulations promulgated by the Commission thereunder,
      as
      the same may be amended or succeeded from time to time.

     

    “Exchange
      Offer”
      shall
      have the meaning assigned thereto in Section 2(a).

     

    “Exchange
      Registration”
      shall
      have the meaning assigned thereto in Section 3(c).

     

    “Exchange
      Registration Statement”
      shall
      have the meaning assigned thereto in Section 2(a).

     

    “Exchange
      Securities”
      shall
      have the meaning assigned thereto in Section 2(a).

     

    “Guarantors” shall
      have the meaning assigned thereto in the Indentures.

     

    The
      term
“holder”
      shall
      mean each of the Purchasers and other persons who acquire Registrable Securities
      from time to time (including any successors or assigns), in each case for so
      long as such person owns any Registrable Securities.

     

    “Indentures”
      shall
      mean the Senior Indenture, dated as of the date hereof, between Buck, the
      Company, the Guarantors and Wells Fargo Bank, National Association as trustee,
      and the Senior Subordinated Indenture, dated as of the date hereof, between
      Buck, the Company, the Guarantors and Wells Fargo Bank, National Association,
      as
      trustee, as both may be amended from time to time.

     

    “Issuer” shall
      have the meaning set forth in the introductory paragraph of this Agreement
      .

     

    “Joinder
      Agreement”
      shall
      mean the Joinder Agreement, dated as of the date hereof, among the Company,
      the
      Guarantors the Purchasers, whereby the Company and the Guarantors agreed to,
      among other things, join and become a party to the Purchase Agreement.


     

    “Market
      Making Conditions”
shall
      have the meaning assigned thereto in Section 2(c).

     

    “Market
      Making Shelf Registration”
      shall
      have the meaning assigned thereto in Section 2(c).

     

    “Market
      Making Shelf Registration Statement”
      shall
      have the meaning assigned thereto in Section 2(c). 

     

    “Material
      Adverse Effect”
      shall
      have the meaning set forth in Section 5(c).

     

    “Notice
      and Questionnaire”
      means a
      Notice of Registration Statement and Selling Securityholder Questionnaire
      substantially in the form of Exhibit A hereto.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    The
      term
“person”
      shall
      mean a corporation, limited liability company, association, partnership,
      organization, business, individual, government or political subdivision thereof
      or governmental agency.

     

    “Purchase
      Agreement”
      shall
      mean the Purchase Agreement, dated as of June 28, 2007 between Buck and the
      Purchasers relating to the Securities, to which the Company and the Guarantors
      became parties to upon execution of the Joinder Agreement. 

     

    “Purchasers”
      shall
      mean the Purchasers named in Schedule I to the Purchase Agreement.

     

    “Registrable
      Securities”
      shall
      mean the Securities; provided,
      however,
      that a
      Security shall cease to be a Registrable Security upon the earliest to occur
      of
      the following: (i) in the circumstances contemplated by Section 2(a),
      the Security has been exchanged for an Exchange Security in an Exchange Offer
      as
      contemplated in Section 2(a) (provided
      that any
      Exchange Security that, pursuant to the last two sentences of Section 2(a),
      is included in a prospectus for use in connection with resales by broker-dealers
      shall be deemed to be a Registrable Security with respect to Sections 5, 6
      and 9
      until resale of such Registrable Security has been effected within the 90-day
      period referred to in Section 2(a)); (ii) in the circumstances contemplated
      by Section 2(b), a Shelf Registration Statement registering such Security
      under the Securities Act has been declared or becomes effective and such
      Security has been sold or otherwise transferred by the holder thereof pursuant
      to and in a manner contemplated by such effective Shelf Registration Statement;
      (iii) such Security is sold pursuant to Rule 144 under circumstances
      in which any legend borne by such Security relating to restrictions on
      transferability thereof, under the Securities Act or otherwise, is removed
      by
      the Issuer or pursuant to the Indentures; (iv) such Security is eligible to
      be
      sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall
      cease to be outstanding.

     

    “Registration
      Default”
      shall
      have the meaning assigned thereto in Section 2(d).

     

    “Registration
      Default Period”
      shall
      have the meaning assigned thereto in Section 2(d).

     

    “Registration
      Expenses”
      shall
      have the meaning assigned thereto in Section 4.

     

    “Resale
      Period”
      shall
      have the meaning assigned thereto in Section 2(a).

     

    “Restricted
      Holder”
      shall
      mean (i) a holder that is an affiliate of the Issuer within the meaning of
      Rule 405, (ii) a holder who acquires Exchange Securities outside the
      ordinary course of such holder’s business, (iii) a holder who has
      arrangements or understandings with any person to participate in the Exchange
      Offer for the purpose of distributing Exchange Securities and (iv) a holder
      that
      is a broker-dealer, but only with respect to Exchange Securities received by
      such broker-dealer pursuant to an Exchange Offer in exchange for Registrable
      Securities acquired by the broker-dealer directly from the Issuer.

     

    “Rule 144”,
      “Rule 405”,
      “Rule 415”,
      “Rule 424”,
      “Rule 430B”
      and
“Rule 433”
      shall
      mean, in each case, such rule promulgated by the Commission under the Securities
      Act (or any successor provision), as the same may be amended or succeeded from
      time to time.

     

    “Secondary
      Offer Registration Statement”
shall
      mean (i) the Shelf Registration Statement required to be filed by the Issuer
      pursuant to Section 2(b) and/or (ii) the Market Making Shelf Registration
      Statement required to be filed by the Issuer pursuant to Section 2(c), in each
      case, as applicable, provided,
      however,
      that
      references in this Agreement to a 

     

    
      
         

      

      
        4

        
          

        

      

      
         
Secondary
        Offer Registration Statement shall not be deemed to include a Market Making
        Shelf Registration Statement at any time during which the Market-Making
        Conditions are not applicable. As used herein, references to a Secondary
        Offer
        Registration Statement in the singular shall, if applicable, be deemed to
        be in
        the plural. 

    

     

    “Securities”
      shall
      mean, collectively, the Senior
      Notes and the Senior Subordinated Notes to be issued and sold to the Purchasers,
      and securities issued in exchange therefor or in lieu thereof pursuant to the
      Indentures. Each Security is entitled to the benefit of the guarantees provided
      by the Guarantors in each of the Indentures (the “Guarantees”)
      and,
      unless the context otherwise requires, any reference herein to a “Security,”
an
      “Exchange
      Security”
or
      a
“Registrable
      Security”
shall
      include a reference to the related Guarantees.

     

    “Securities
      Act”
      shall
      mean the Securities Act of 1933, as amended, and by reference shall include
      the
      rules and regulations promulgated by the Commission thereunder, as the same
      may
      be amended or succeeded from time to time.

     

    “Shelf
      Registration”
      shall
      have the meaning assigned thereto in Section 2(b).

     

    “Shelf
      Registration Statement”
      shall
      have the meaning assigned thereto in Section 2(b).

     

    “Special
      Interest”
      shall
      have the meaning assigned thereto in Section 2(d).

     

    “Suspension
      Period” shall
      have the meaning assigned thereto in Section 2(b).

     

    “Trust
      Indenture Act”
      shall
      mean the Trust Indenture Act of 1939, as amended, and by reference shall include
      the rules and regulations promulgated by the Commission thereunder, as the
      same
      may be amended or succeeded from time to time.

     

    “Trustee”
      shall
      mean Wells Fargo Bank, N.A., as trustee under the Indentures, together with
      any
      successors thereto in such capacity.

     

    Unless
      the context otherwise requires, any reference herein to a “Section” or “clause”
refers to a Section or clause, as the case may be, of this Agreement, and the
      words “herein,” “hereof” and “hereunder” and other words of similar import refer
      to this Agreement as a whole and not to any particular Section or other
      subdivision.

     

    2.  Registration
      Under the Securities Act.

     

    (a)
        Except
      as
      set forth in Section 2(b) below, the Issuer agrees to file under the
      Securities Act, one or more registration statements relating to an offer to
      exchange (such registration statements, together, the “Exchange
      Registration Statement,”
      and such
      offer, the “Exchange
      Offer”)
      any and
      all of the Securities for a like aggregate principal amount of debt securities
      issued by the Issuer and guaranteed by the Guarantors, which debt securities
      and
      guarantees are
      substantially identical to the Securities and
      the
      related Guarantees, respectively (and are entitled to the benefits of a trust
      indenture which is substantially identical to the applicable Indenture or is
      the
      applicable Indenture and which has been qualified under the Trust Indenture
      Act), except that they have been registered pursuant to an effective
      registration statement under the Securities Act and do not contain provisions
      for Special Interest contemplated in Section 2(d) below (such new debt
      securities hereinafter called “Exchange
      Securities”).
      The
      Issuer agrees to use all commercially reasonable efforts to cause the Exchange
      Registration Statement to become effective under 

     

    
      
         

      

      
        5

        
          

        

      

      
         
the
        Securities Act no later than 270 days after the Closing Date. The Exchange
        Offer
        will be registered under the Securities Act on the appropriate form and will
        comply with all applicable tender offer rules and regulations under the Exchange
        Act. Unless the Exchange Offer would not be permitted by applicable law or
        Commission policy, the Issuer further agrees to use all commercially reasonable
        efforts to (i) commence the Exchange Offer promptly following the Effective
        Time of such Exchange Registration Statement, (ii) hold the Exchange Offer
        open for at least 20 Business Days in accordance with Regulation 14E promulgated
        by the Commission under the Exchange Act, or longer, if required by the federal
        securities laws and (iii) exchange Exchange Securities for all Registrable
        Securities that have been properly tendered and not withdrawn promptly following
        the expiration of the Exchange Offer. The Exchange Offer will be deemed to
        have
        been “completed” only if: (i) the debt securities and
        related guarantees received by holders other than Restricted Holders in the
        Exchange Offer for Registrable Securities are, upon receipt, transferable
        by
        each such holder without restriction under the Securities Act and the Exchange
        Act and without material restrictions under the blue sky or securities laws
        of a
        substantial majority of the States of the United States of America and (ii)
        upon
        the Issuer having exchanged, pursuant to the Exchange Offer, Exchange Securities
        for all Registrable Securities that have been properly tendered and not
        withdrawn before the expiration of the Exchange Offer, which shall be on
        a date
        that is at least 20 Business Days following the commencement of the Exchange
        Offer. The Issuer agrees (x) to include in the Exchange Registration Statement
        a
        prospectus for use in any resales by any holder of Exchange Securities that
        is a
        broker-dealer and (y) to keep such Exchange Registration Statement effective
        for
        a period (the “Resale
        Period”)
        beginning when Exchange Securities are first issued in the Exchange Offer
        and
        ending upon the earlier of the expiration of the 90th
        day
        after the Exchange Offer has been completed or such time as such broker-dealers
        no longer own any Registrable Securities. With respect to such Exchange
        Registration Statement, such holders shall have the benefit of the rights
        of
        indemnification and contribution set forth in Subsections 6(a), (f) and
        (g).

    

     

    (b)
        If
      (i) on
      or prior to the time the Exchange Offer is completed, existing law or Commission
      interpretations are changed such that the debt securities or the related
      guarantees received by holders other than Restricted Holders in the Exchange
      Offer for Registrable Securities are not or would not be, upon receipt,
      transferable by each such holder without restriction under the Securities Act,
      (ii) the Effective Time of the Exchange Registration Statement is not within
      270
      days following the Closing Date and the Exchange Offer has not been completed
      within 30 Business Days of such Effective Time or (iii) any holder of
      Registrable Securities notifies the Issuer prior to the 20th
      Business
      Day following the completion of the Exchange Offer that: (A) it is
      prohibited by law or Commission policy from participating in the Exchange Offer,
      (B) it may not resell the Exchange Securities to the public without
      delivering a prospectus and the prospectus supplement contained in the Exchange
      Registration Statement is not appropriate or available for such resales or
      (C)
      it is a broker-dealer and owns Securities acquired directly from the Issuer
      or
      an affiliate of the Issuer, then the Issuer and the Guarantors shall, in lieu
      of
      (or, in the case of clause (iii), in addition to) conducting the Exchange Offer
      contemplated by Section 2(a), file under the Securities Act no
      later
      than 30 days after the time such obligation to file arises (but no earlier
      than
      270 days after the Closing Date),
      one or
      more “shelf” registration statements providing for the registration of, and the
      sale on a continuous or delayed basis by the holders of, all of the Registrable
      Securities, pursuant to Rule 415 or any similar rule that may be adopted by
      the Commission (such filing, the “Shelf
      Registration”
      and such
      registration statement, the “Shelf
      Registration Statement”).
      The
      Issuer agrees to use all commercially reasonable efforts to cause the Shelf
      Registration Statement to become or be declared effective no later 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

      than
        90
        days after such Shelf Registration Statement filing obligation arises (but
        no
        earlier than 270 days after the Closing Date); provided,
        that if
        at any time the Issuer is or becomes a “well-known seasoned issuer” (as defined
        in Rule 405) and is eligible to file an “automatic shelf registration
        statement” (as defined in Rule 405), then the Issuer and the Guarantors
        shall file the Exchange Registration Statement in the form of an automatic
        shelf
        registration statement as provided in Rule 405. The Issuer agrees to use
        all commercially reasonable efforts to keep such Shelf Registration Statement
        continuously effective for a period ending on the earlier of the second
        anniversary of the Effective Time or such time as there are no longer any
        Registrable Securities outstanding. No holder shall be entitled to be named
        as a
        selling securityholder in the Shelf Registration Statement or to use the
        prospectus forming a part thereof for resales of Registrable Securities unless
        such holder is an Electing Holder. The Issuer agrees, after the Effective
        Time
        of the Shelf Registration Statement and promptly upon the request of any
        holder
        of Registrable Securities that is not then an Electing Holder, to use all
        commercially reasonable efforts to enable such holder to use the prospectus
        forming a part thereof for resales of Registrable Securities, including,
        without
        limitation, any action necessary to identify such holder as a selling
        securityholder in the Shelf Registration Statement (whether by post-effective
        amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b)
        under the Securities Act identifying such holder), provided,
        however,
        that
        nothing in this clause (y) shall (A) relieve any such holder of the obligation
        to return a completed and signed Notice and Questionnaire to the Issuer in
        accordance with Section 3(d)(iii) or (B) require the Issuer or the
        Guarantors to file more than one post-effective amendment to the Shelf
        Registration Statement in any 45-day period. Notwithstanding anything to
        the
        contrary in this Section 2(b), upon notice to the Electing Holders, the
        Issuer may suspend the use or the effectiveness of such Shelf Registration
        Statement, or extend the time period in which it is required to file the
        Shelf
        Registration Statement, for up to 60 days in the aggregate in any 12-month
        period (a “Suspension
        Period”)
        if the
        Board of Directors of the Issuer determines that there is a valid business
        purpose for suspension of the Shelf Registration Statement; provided
        that the
        Issuer shall promptly notify the Electing Holders when the Shelf Registration
        Statement may once again be used or is effective.

    

     

    (c)
        For
      the
      sole benefit of Goldman, Sachs & Co. or any of its affiliates (as defined
      under the rules and regulations of the Commission), so long as (x) any of the
      Registrable Securities are outstanding and (y) it would be necessary under
      applicable laws, rules and regulations, in the reasonable opinion of Goldman,
      Sachs & Co., for Goldman, Sachs & Co. or any of its affiliates to
      deliver a prospectus in connection with market-making activities with respect
      to
      the Registrable Securities or Exchange Securities and Goldman, Sachs & Co.
      or such affiliate proposes to make a market in the Registrable Securities or
      Exchange Securities as part of its business in the ordinary course (the
“Market-Making Conditions”), the following provisions shall apply for the sole
      benefit of Goldman, Sachs & Co. (it being understood that only a person for
      whom the Market-Making Conditions apply at the applicable time shall be entitled
      to the use of the Market Making Shelf Registration Statement and related
      provisions of this Agreement at any time), the Issuer shall use all commercially
      reasonable efforts to file under the Securities Act, a “shelf” registration
      statement (which may be the Exchange Registration Statement or the Shelf
      Registration Statement if permitted by the rules and regulations of the
      Commission) pursuant to Rule 415 under the Securities Act or any similar rule
      that may be adopted by the Commission providing for the registration of, and
      the
      sale on a continuous or delayed basis in secondary transactions by Goldman,
      Sachs & Co. of, Securities (in the event of a Shelf Registration) or
      Exchange Securities (in the event of an Exchange Offer) (such filing, the
“Market
      Making Shelf Registration”,
      and
      such registration statement, the “Market
      Making Shelf 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

       

      Registration
        Statement”).
        The
        Issuer agrees to use all commercially reasonable efforts to cause the Market
        Making Shelf Registration Statement to become or be declared effective on
        or
        prior to (i) the date the Exchange Offer is completed pursuant to Section
        2(a)
        above or (ii) the date the Shelf Registration becomes or is declared effective
        pursuant to Section 2(b) above, and to keep such Market Making Shelf
        Registration Statement continuously effective for so long as Goldman, Sachs
        & Co. may be required to deliver a prospectus in connection with
        transactions in the Securities or the Exchange Securities, as the case may
        be.
        In the event that Goldman, Sachs & Co. holds Securities at the time an
        Exchange Offer is to be conducted under Section 2(a) above, the Issuer agrees
        that the Market Making Shelf Registration shall provide for the resale by
        Goldman, Sachs & Co. of such Securities and shall use its commercially
        reasonable efforts to keep the Market Making Shelf Registration Statement
        continuously effective until such time as Goldman, Sachs & Co. determines in
        its reasonable judgment that it is no longer required to deliver a prospectus
        in
        connection with the sale of such Securities.

    

     

    Notwithstanding
      anything to the contrary in this Section 2(c), upon at least 10 Business Days
      prior written notice to Goldman, Sachs & Co., the Issuer may elect to cause
      the Market Making Registration Statement to provide for the registration of,
      and
      the sale on a continuous or delayed basis in secondary transactions by any
      Affiliate Investor of Securities (in the event of a shelf registration) or
      Exchange Securities (in the event of an Exchange Offer) regardless of whether
      such Affiliate Investor otherwise would qualify as an Electing Holder eligible
      to participate in a Shelf Registration Statement in accordance with Section
      2(b)
      hereof; provided
      however,
      if
      Goldman, Sachs & Co. requests in writing at any time that the Issuer exclude
      any or all Affiliate Investors from the Market Making Registration Statement,
      then the Issuer shall either omit such Affiliate Investors from inclusion in
      the
      Market Making Registration Statement or promptly amend the Market Making
      Registration Statement to exclude them from the Market Making Registration
      Statement. The inclusion of any Affiliate Investor in the Market Making
      Registration Statement shall not affect the rights of Goldman, Sachs & Co.
      to make any determinations otherwise provided exclusively to Goldman, Sachs
      & Co. in this Agreement.

     

    Notwithstanding
      the foregoing, the Issuer may suspend the offering and sale under the Market
      Making Shelf Registration Statement for a Suspension Period if the Board of
      Directors of the Issuer determines that such registration would require (i)
      disclosure of an event at such time as could reasonably be expected to have
      a
      material adverse effect on the business operations or prospects of the Issuer
      (ii) disclosure of material information relating to a corporate development
      or
      (iii) such Market-Making Registration Statement or amendment or supplement
      thereto contains an untrue statement of material fact or omits to state a
      material fact necessary in order to make the statements therein, in light of
      the
      circumstances under which they were made, not misleading;; provided
      that the
      Issuer shall promptly notify Goldman, Sachs & Co. when the Market Making
      Shelf Registration Statement may once again be used or is
      effective.

     

    (d)
        In
      the
      event that (i) the Issuer and the Guarantors have not filed the Exchange
      Registration Statement or the Shelf Registration Statement on or before the
      date
      on which such registration statement is required to be filed pursuant to
      Section 2(a) or Section 2(b), respectively, or (ii) such Exchange
      Registration Statement or Shelf Registration Statement has not become effective
      or been declared effective by the Commission on or before the date on which
      such
      registration statement is required to become or be declared effective pursuant
      to Section 2(a) or Section 2(b), respectively, or (iii) the Exchange
      Offer has not been completed within 60 Business Days after the Effective Time
      of
      the Exchange 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

       

      Registration
        Statement relating to the Exchange Offer (if the Exchange Offer is then required
        to be made) or (iv) any Exchange Registration Statement or Shelf
        Registration Statement required by Section 2(a) or Section 2(b) is
        filed and declared effective but shall thereafter either be withdrawn by
        the
        Issuer or shall become subject to an effective stop order issued pursuant
        to
        Section 8(d) of the Securities Act suspending the effectiveness of such
        registration statement (except as specifically permitted herein) without
        being
        succeeded immediately by an additional registration statement filed and declared
        effective (each such event referred to in clauses (i) through (iv), a
“Registration
        Default”
        and each
        period during which a Registration Default has occurred and is continuing,
        a
“Registration
        Default Period”),
        then,
        as liquidated damages for such Registration Default, subject to the provisions
        of Section 9(b), special interest (“Special
        Interest”),
        in
        addition to the Base Interest, shall accrue at a per annum rate of 0.25%
        for the
        first 90 days of the Registration Default Period, at a per annum rate of
        0.50%
        for the second 90 days of the Registration Default Period, at a per annum
        rate
        of 0.75% for the third 90 days of the Registration Default Period and at
        a per
        annum rate of 1.0% thereafter for the remaining portion of the Registration
        Default Period. Special Interest shall accrue and be payable only with respect
        to a single Registration Default at any given time, notwithstanding the fact
        that multiple Registration Defaults may exist at such time. The accrual of
        Special Interest shall be the exclusive monetary remedy available to the
        holders
        of Registrable Securities for any Registration Default.

    

     

    (e)
        The
      Issuer shall take, and shall cause the Guarantors to take, all
      actions necessary or advisable to be taken by them to ensure that the
      transactions contemplated herein are effected as so contemplated, including
      all
      actions necessary or desirable to register the Guarantees under the registration
      statement contemplated in Section 2(a) or Section 2(b), as
      applicable.

     

    (f)
        Any
      reference herein to a registration statement as of any time shall be deemed
      to
      include any document incorporated, or deemed to be incorporated, therein by
      reference as of such time and any reference herein to any post-effective
      amendment to a registration statement as of any time shall be deemed to include
      any document incorporated, or deemed to be incorporated, therein by reference
      as
      of such time.

     

    3.  Registration
      Procedures.

     

    If
      the
      Issuer and the Guarantors file a registration statement pursuant to
      Section 2(a), Section 2(b) or Section 2(c), the following provisions
      shall apply:

     

    (a)  At
      or
      before the Effective Time of the Exchange Registration, the Shelf Registration
      or Market Making Registration whichever may be first, the Issuer shall qualify
      the Indentures under the Trust Indenture Act.

     

    (b)  In
      the
      event that such qualification would require the appointment of new trustees
      under the Indentures, the Issuer shall appoint new trustees thereunder pursuant
      to the applicable provisions of the Indentures.

     

    (c)  In
      connection with the Issuer’s and the Guarantors’ obligations with respect to the
      registration of Exchange Securities as contemplated by Section 2(a) (the
“Exchange
      Registration”),
      if
      applicable, the Issuer and the Guarantors shall:

     

    (i)  prepare
      and file with the Commission an Exchange Registration Statement on any form
      which may be utilized by the Issuer and the Guarantors and which shall


     

    
      
         

      

      
        9

        
          

        

      

      
         

      

       

      permit
        the Exchange Offer and resales of Exchange Securities by broker-dealers during
        the Resale Period to be effected as contemplated by Section 2(a), and use
        all commercially reasonable efforts to cause such Exchange Registration
        Statement to become effective no later than 270 days after the Closing
        Date;

    

     

    (ii)  promptly
      prepare and file with the Commission such amendments and supplements to such
      Exchange Registration Statement and the prospectus included therein as may
      be
      necessary to effect and maintain the effectiveness of such Exchange Registration
      Statement for the periods and purposes contemplated in Section 2(a) and as
      may be required by the applicable rules and regulations of the Commission and
      the instructions applicable to the form of such Exchange Registration Statement,
      and promptly provide each broker-dealer holding Exchange Securities with such
      number of copies of the prospectus included therein (as then amended or
      supplemented), in conformity in all material respects with the requirements
      of
      the Securities Act and the Trust Indenture Act, as such broker-dealer reasonably
      may request prior to the expiration of the Resale Period, for use in connection
      with resales of Exchange Securities;

     

    (iii)  promptly
      notify each broker-dealer that has requested or received copies of the
      prospectus included in such Exchange Registration Statement, and confirm such
      advice in writing, (A) when such Exchange Registration Statement or the
      prospectus included therein or any prospectus amendment or supplement or
      post-effective amendment has been filed, and, with respect to such Exchange
      Registration Statement or any post-effective amendment, when the same has become
      effective, (B) of any comments by the Commission and by the blue sky or
      securities commissioner or regulator of any state with respect thereto or any
      request by the Commission for amendments or supplements to such Exchange
      Registration Statement or prospectus or for additional information relating
      to
      such Exchange Registration Statement or prospectus, (C) of the issuance by
      the Commission of any stop order suspending the effectiveness of such Exchange
      Registration Statement or the initiation or threatening of any proceedings
      for
      that purpose, (D) if at any time the representations and warranties of the
      Issuer contemplated by Section 5 cease to be true and correct in all
      material respects, (E) of the receipt by the Issuer of any notification
      with respect to the suspension of the qualification of the Exchange Securities
      for sale in any jurisdiction or the initiation or threatening of any proceeding
      for such purpose, (F) the occurrence of any event that causes the Issuer to
      become an “ineligible issuer” as defined in Rule 405, or (G) if at any
      time during the Resale Period when a prospectus is required to be delivered
      under the Securities Act, that such Exchange Registration Statement, prospectus,
      prospectus amendment or supplement or post-effective amendment does not conform
      in all material respects to the applicable requirements of the Securities Act
      and the Trust Indenture Act or contains an untrue statement of a material fact
      or omits to state any material fact required to be stated therein or necessary
      to make the statements therein not misleading in light of the circumstances
      then
      existing;

     

    (iv)  in
      the
      event that the Issuer and the Guarantors would be required, pursuant to
      Section 3(c)(iii)(G), to notify any broker-dealers holding Exchange
      Securities (except as otherwise permitted during any Suspension Period),
      promptly prepare and furnish to each such holder a reasonable number of copies
      of a prospectus supplemented or amended so that, as thereafter delivered to
      purchasers of such Exchange Securities during the Resale Period, such prospectus
      shall conform in all 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

       

      material
        respects to the applicable requirements of the Securities Act and the Trust
        Indenture Act and shall not contain an untrue statement of a material fact
        or
        omit to state a material fact required to be stated therein or necessary
        to make
        the statements therein not misleading in light of the circumstances then
        existing;

    

     

    (v)  use
      all
      commercially reasonable efforts to obtain the withdrawal of any order suspending
      the effectiveness of such Exchange Registration Statement or any post-effective
      amendment thereto at the earliest practicable date;

     

    (vi)  use
      all
      commercially reasonable efforts to (A) register or qualify the Exchange
      Securities under the securities laws or blue sky laws of such jurisdictions
      as
      are contemplated by Section 2(a) no later than the commencement of the
      Exchange Offer, to the extent required by such laws, (B) keep such
      registrations or qualifications in effect and comply with such laws so as to
      permit the continuance of offers, sales and dealings therein in such
      jurisdictions until the expiration of the Resale Period, (C) take any and
      all other actions as may be reasonably necessary or advisable to enable each
      broker-dealer holding Exchange Securities to consummate the disposition thereof
      in such jurisdictions and (D) obtain the consent or approval of each
      governmental agency or authority, whether federal, state or local, which may
      be
      required to effect the Exchange Registration, the Exchange Offer and the
      offering and sale of Exchange Securities by broker-dealers during the Resale
      Period; provided,
      however,
      that
      neither the Issuer nor the Guarantors shall be required for any such purpose
      to
      (1) qualify as a foreign corporation in any jurisdiction wherein it would
      not otherwise be required to qualify but for the requirements of this
      Section 3(c)(vi), (2) consent to general service of process in any
      such jurisdiction or become subject to taxation in any such jurisdiction or
      (3) make any changes to its certificate of incorporation or by-laws or
      other governing documents or any agreement between it and its
      stockholders;

     

    (vii)  provide
      a
      CUSIP number for all Exchange Securities, not later than the applicable
      Effective Time; and

     

    (viii)  comply
      with all applicable rules and regulations of the Commission, and make generally
      available to its securityholders no later than eighteen months after the
      Effective Time of such Exchange Registration Statement, an earnings statement
      of
      the Issuer and its subsidiaries complying with Section 11(a) of the
      Securities Act (including, at the option of the Issuer, Rule 158
      thereunder); provided,
      however,
      that
      this requirement shall be deemed satisfied by the Issuer’s compliance with
      Section 4.03 of the Indentures.

     

    (d)  In
      connection with the Issuer’s and the Guarantors’ obligations with respect to any
      Secondary Offer Shelf Registration, if applicable,  the
      Issuer and the Guarantors shall use all commercially reasonable efforts to
      cause
      the applicable Secondary Offer Registration Statement to permit the disposition
      of Registrable Securities by the holders thereof, in the case of the Shelf
      Registration, and of Securities or Exchange Securities by Goldman, Sachs &
Co. and any Affiliate Investor, in the case of a Market Making Shelf
      Registration (in each case, subject to any applicable Suspension Period), in
      accordance with the intended method or methods of disposition thereof provided
      for in the applicable Secondary Offer Registration Statement. In connection
      therewith, the Issuer shall:

     

    (i)  (A)
      prepare and file with the Commission, within the time periods specified in
      Section 2(b) and Section 2(c) hereof, as applicable, a Secondary Offer


     

    
      
         

      

      
        11

        
          

        

      

       

      Registration
        Statement on any form which may be utilized by the Issuer and the Guarantors,
        which shall (x) register all of the Registrable Securities, in the case of
        a
        Shelf Registration, and the Securities and Exchange Securities, in the case
        of a
        Market Making Shelf Registration, for resale by the holders thereof in
        accordance with such method or methods of disposition as may be specified
        by the
        holders of the Registrable Securities as, from time to time, may be Electing
        Holders, in the case of a Shelf Registration, or Goldman, Sachs & Co. and
        any Affiliate Investor, in the case of a Market Making Shelf Registration
        and
        (y) be, in the case of a Market Making Shelf Registration, in the form approved
        by Goldman, Sachs & Co., and (B) use all commercially reasonable efforts to
        cause each such Secondary Offer Registration Statement to become effective
        within the time periods specified in Section 2(b) and Section 2(c) hereof,
        as
        applicable;

    

     

    (ii)  mail
      the
      Notice and Questionnaire to the holders of Registrable Securities (A) not less
      than 30 days prior to the anticipated Effective Time of the Shelf Registration
      Statement or (B) in the case of an “automatic shelf registration statement”
(as defined in Rule 405), mail the Notice and Questionnaire to the holders
      of Registrable Securities not later than the Effective Time of such Shelf
      Registration Statement, and in any such case no holder shall be entitled to
      be
      named as a selling securityholder in the Shelf Registration Statement, and
      no
      holder shall be entitled to use the prospectus forming a part thereof for
      resales of Registrable Securities at any time, unless and until such holder
      has
      returned a completed and signed Notice and Questionnaire to the Issuer; in
      the
      case of any Affiliate Investor that desires to participate in any Market Making
      Shelf Registration, such Affiliate Investor shall have returned a completed
      and
      signed Questionnaire to the Issuer prior the time that the Issuer notifies
      Goldman, Sachs & Co. of its intention to include such Affiliate Investor in
      the Market Making Shelf Registration, and the responses by the Affiliate
      Investor in such Questionnaire shall be reasonably satisfactory to each of
      the
      Issuer and Goldman, Sachs & Co.; provided,
      however,
      holders
      of Registrable Securities (in the case of a Shelf Registration Statement) or
      any
      Affiliate Investor (in the case of a Market Making Shelf Registration) shall
      have at least 28 calendar days from the date on which the Notice and
      Questionnaire is first mailed to such holder or provided to such Affiliate
      Investor to return a completed and signed Notice and Questionnaire to the
      Issuer;

     

    (iii)  after
      the
      Effective Time of the Shelf Registration Statement, upon the request of any
      holder of Registrable Securities that is not then an Electing Holder, promptly
      send a Notice and Questionnaire to such holder; provided
      that the
      Issuer shall not be required to (A) take any action to name such holder as
      a
      selling securityholder in the Shelf Registration Statement or to enable such
      holder to use the prospectus forming a part thereof for resales of Registrable
      Securities until such holder has returned a completed and signed Notice and
      Questionnaire to the Issuer and (B) nothing in this clause (iii) shall require
      the Issuer or the Guarantors to file more than one post-effective amendment
      to
      the Shelf Registration Statement in any 45-day period;

     

    (iv)  as
      soon
      as practicable (A) prepare and file with the Commission such amendments and
      supplements to the Secondary Offer Registration Statement and the prospectus
      included therein as may be necessary to effect and maintain the effectiveness
      of
      such Secondary Offer Registration Statement for the period specified in Section
      2(b) and Section 2(c) hereof, as applicable, and as may be 

     

    
      
         

      

      
        12

        
          

        

      

      
         
required
        by the applicable rules and regulations of the Commission and the instructions
        applicable to the form of such Secondary Offer Registration Statement and,
        in
        the case of an amendment to or supplement of the Market Making Shelf
        Registration Statement, each in a form approved by Goldman, Sachs & Co. and
        (B) furnish to the Electing Holders, in the case of a Shelf Registration,
        and
        Goldman, Sachs & Co. and any Affiliate Investor, in the case of a Market
        Making Shelf Registration, copies of any such supplement or amendment
        simultaneously with or prior to its being used or filed with the Commission
        to
        the extent such documents are not publicly available on the Commission’s EDGAR
        System;

    

     

    (v)  comply
      with the provisions of the Securities Act with respect to the disposition of
      all
      of the Registrable Securities, Securities or Exchange Securities, as applicable,
      covered by such Secondary Offer Registration Statement in accordance with the
      intended methods of disposition provided for therein by the Electing Holders,
      in
      the case of a Shelf Registration, or Goldman, Sachs & Co. and any Affiliate
      Investor, in the case of a Market Making Shelf Registration;

     

    (vi)  provide
      (A) with respect to a Shelf Registration, the Electing Holders and not more
      than
      one counsel for all the Electing Holders; and (B) with respect to a Market
      Making Shelf Registration, Goldman, Sachs & Co. and its counsel and any
      Affiliate Investor, the opportunity to participate in the preparation of such
      Secondary Offer Registration Statement, each prospectus included therein or
      filed with the Commission and each amendment or supplement thereto;

     

    (vii)  for
      a
      reasonable period prior to the filing of such Secondary Offer Registration
      Statement, and throughout the period specified in Section 2(b) or Section
      2(c) hereof, as applicable, make available at reasonable times at the Issuer’s
      principal place of business or such other reasonable place for inspection by
      the
      persons referred to in Section 3(d)(vi) who shall certify to the Issuer
      that they have a current intention to sell the Registrable Securities pursuant
      to the Shelf Registration, or the Securities or Exchange Securities pursuant
      to
      the Market Making Shelf Registration, as applicable, such financial and other
      information and books and records of the Issuer, and cause the officers,
      employees, counsel and independent certified public accountants of the Issuer
      to
      respond to such inquiries, as shall be reasonably necessary (and in the case
      of
      counsel, not violate an attorney-client privilege, in such counsel’s reasonable
      belief), in the judgment of the respective counsel referred to in
      Section 3(d)(vi), to conduct a reasonable investigation within the meaning
      of Section 11 of the Securities Act; provided,
      however,
      that the
      foregoing inspection and information gathering on behalf of the Electing Holders
      shall be conducted by one counsel designated by the holders of at least a
      majority in aggregate principal amount of the Registrable Securities held by
      the
      Electing Holders at the time outstanding and provided
      further
      that
      each such party shall be required to maintain in confidence and not to disclose
      to any other person any information or records reasonably designated by the
      Issuer as being confidential, until such time as (A) such information
      becomes a matter of public record (whether by virtue of its inclusion in such
      Secondary Offer Registration Statement or otherwise), or (B) such person
      shall be required so to disclose such information pursuant to a subpoena or
      order of any court or other governmental agency or body having jurisdiction
      over
      the matter (subject to the requirements of such order, and only after such
      person shall have given the Issuer prompt prior written notice of such
      requirement), or (C) such information is required to be set forth in such
      Secondary Offer Registration 

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

       

      Statement
        or the prospectus included therein or in an amendment to such Secondary Offer
        Registration Statement or an amendment or supplement to such prospectus in
        order
        that such Secondary Offer Registration Statement, prospectus, amendment or
        supplement, as the case may be, complies with applicable requirements of
        the
        federal securities laws and the rules and regulations of the Commission and
        does
        not contain an untrue statement of a material fact or omit to state therein
        a
        material fact required to be stated therein or necessary to make the statements
        therein not misleading in light of the circumstances then
        existing;

    

     

    (viii)  promptly
      notify each of the Electing Holders, Goldman, Sachs & Co. or each of the
      Affiliate Investors, as applicable, and confirm such advice in writing,
      (A) when such Secondary Offer Registration Statement or the prospectus
      included therein or any prospectus amendment or supplement or post-effective
      amendment has been filed, and, with respect to such Secondary Offer Registration
      Statement or any post-effective amendment, when the same has become effective,
      (B) of any comments by the Commission and by the blue sky or securities
      commissioner or regulator of any state with respect thereto which are relevant
      to the Electing Holders, Goldman, Sachs & Co. or an Affiliate Investor, as
      applicable, or any request by the Commission for amendments or supplements
      to
      such Secondary Offer Registration Statement or prospectus or for additional
      information, (C) of the issuance by the Commission of any stop order
      suspending the effectiveness of such Secondary Offer Registration Statement
      or
      the initiation or threatening of any proceedings for that purpose, (D) if
      at any time the representations and warranties of the Issuer set forth in
      Section 5 cease to be true and correct in all material respects,
      (E) of the receipt by the Issuer of any notification with respect to the
      suspension of the qualification of the Registrable Securities or the Securities
      or Exchange Securities, as applicable, for sale in any jurisdiction or the
      initiation or threatening of any proceeding for such purpose, (F) the
      occurrence of any event that causes the Issuer to become an “ineligible issuer”
as defined in Rule 405, or (G) if at any time when a prospectus is
      required to be delivered under the Securities Act, that such Secondary Offer
      Registration Statement, prospectus, prospectus amendment or supplement or
      post-effective amendment does not conform in all material respects to the
      applicable requirements of the Securities Act and the Trust Indenture Act or
      contains an untrue statement of a material fact or omits to state any material
      fact required to be stated therein or necessary to make the statements therein
      not misleading in light of the circumstances then existing;

     

    (ix)  use
      all
      commercially reasonable efforts to obtain the withdrawal of any order suspending
      the effectiveness of such Secondary Offer Registration Statement or any
      post-effective amendment thereto at the earliest practicable date;

     

    (x)  if
      requested by any Electing Holder, Goldman, Sachs & Co. or any Affiliate
      Investor, promptly incorporate in a prospectus supplement or post-effective
      amendment such information as is required by the applicable rules and
      regulations of the Commission and as such Electing Holder, Goldman, Sachs &
Co. or such Affiliate Investor specifies should be included therein relating
      to
      the terms of the sale of such Registrable Securities or the Securities or
      Exchange Securities, as applicable, including information with respect to the
      principal amount of Registrable Securities or the Securities or Exchange
      Securities, as applicable, being sold by such Electing Holder, Goldman, Sachs
      & Co. or any Affiliate Investor, the name and description of such Electing
      Holder, Goldman, Sachs & Co. or any Affiliate Investor, the offering


     

    
      
         

      

      
        14

        
          

        

      

      
         

      

       

      price
        of
        such Registrable Securities, Securities or Exchange Securities, as applicable,
        and any discount, commission or other compensation payable in respect thereof
        and with respect to any other terms of the offering of the Registrable
        Securities, Securities or Exchange Securities, as applicable, to be sold
        by such
        Electing Holder, Goldman, Sachs & Co. or any Affiliate Investor; and make
        all required filings of such prospectus supplement or post-effective amendment
        promptly after notification of the matters to be incorporated in such prospectus
        supplement or post-effective amendment;

    

     

    (xi)  furnish
      upon request to Goldman, Sachs & Co., or each Electing Holder and the
      respective counsel referred to in Section 3(d)(vi) an executed copy (or, in
      the case of an Electing Holder or Affiliate Investor, a conformed copy) of
      such
      Secondary Offer Registration Statement, each such amendment and supplement
      thereto (in each case including all exhibits thereto (in the case of an Electing
      Holder of Registrable Securities, upon request) and documents incorporated
      by
      reference therein) and such number of copies of such Secondary Offer
      Registration Statement (excluding exhibits thereto and documents incorporated
      by
      reference therein unless specifically so requested by Goldman, Sachs & Co.,
      such Electing Holder or Affiliate Investor) and of the prospectus included
      in
      such Secondary Offer Registration Statement (including each preliminary
      prospectus and any summary prospectus), in conformity in all material respects
      with the applicable requirements of the Securities Act and the Trust Indenture
      Act to the extent such documents are not available through the Commission’s
      EDGAR System, and such other documents, as Goldman, Sachs & Co., such
      Electing Holder or Affiliate Investor may reasonably request in order to
      facilitate the offering and disposition of the Registrable Securities owned
      by
      such Electing Holder, the Securities or Exchange Securities owned by Goldman,
      Sachs & Co. or such Affiliate Investor, and the Registrable Securities,
      Securities or Exchange Securities, as applicable, and to permit such Electing
      Holder and Affiliate Investor to satisfy the prospectus delivery requirements
      of
      the Securities Act; and subject to Section 3(e), the Issuer hereby consents
      to the use of such prospectus (including such preliminary and summary
      prospectus) and any amendment or supplement thereto by Goldman, Sachs & Co.,
      each such Electing Holder and Affiliate Investor (in each case subject to any
      applicable Suspension Period), in each case in the form most recently provided
      to such person by the Issuer, in connection with the offering and sale of the
      Registrable Securities, Securities or Exchange Securities covered by the
      prospectus (including such preliminary and summary prospectus) or any supplement
      or amendment thereto;

     

    (xii)  use
      all
      commercially reasonable efforts, if necessary, to (A) register or qualify
      the Registrable Securities, Securities
      or Exchange Securities, as applicable,
      to be
      included in such Secondary Offer Registration Statement under such securities
      laws or blue sky laws of such jurisdictions as any Electing Holder, Goldman,
      Sachs & Co. or Affiliate Investor shall reasonably request, (B) keep
      such registrations or qualifications in effect and comply with such laws so
      as
      to permit the continuance of offers, sales and dealings therein in such
      jurisdictions during the period the Shelf Registration is required to remain
      effective under Section 2(b) or the period the Market Making Shelf
      Registration is required to remain effective under Section 2(c), as applicable,
      and for so long as may be necessary to enable Goldman, Sachs & Co., any such
      Electing Holder or Affiliate Investor to complete its distribution of
      Registrable Securities, Securities or Exchange Securities, as applicable,
      pursuant to such Secondary Offer Registration Statement, (C) take any and
      all other actions 

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

       

      as
        may be
        reasonably necessary or advisable to enable each such Electing Holder, Affiliate
        Investor and Goldman, Sachs & Co., as applicable, to consummate the
        disposition in such jurisdictions of such Registrable Securities, Securities
        or
        Exchange Securities, as applicable, and (D) obtain the consent or approval
        of each governmental agency or authority, whether federal, state or local,
        which
        may be required to effect such Secondary Offer Registration Statement or
        the
        offering or sale in connection therewith or to enable the selling holder
        or
        holders to offer, or to consummate the disposition of, their Registrable
        Securities, Securities or Exchange Securities, as applicable; provided,
        however,
        that
        neither the
        Issuer nor the Guarantors shall be required for any such purpose to
        (1) qualify as a foreign corporation in any jurisdiction wherein it would
        not otherwise be required to qualify but for the requirements of this
        Section 3(d)(xii), (2) consent to general service of process in any
        such jurisdiction or become subject to taxation in any such jurisdiction
        or
        (3) make any changes to its certificate of incorporation or by-laws or
        other governing documents or any agreement between it and its
        stockholders;

    

     

    (xiii)  unless
      any Registrable Securities shall be in book-entry only form, cooperate with
      the
      Electing Holders or Goldman, Sachs & Co. to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities,
      Securities or Exchange Securities, as applicable, to be sold, which
      certificates, if so required by any securities exchange upon which any
      Registrable Securities, Securities or Exchange Securities, as applicable, are
      listed, shall be printed, penned, lithographed, engraved or otherwise produced
      by any combination of such methods, on steel engraved borders, and which
      certificates shall not bear any restrictive legends;

     

    (xiv)  provide
      a
      CUSIP number for all Registrable Securities, Securities or Exchange Securities,
      as applicable, not later than the applicable Effective Time;

     

    (xv)  notify
      in
      writing each holder of Registrable Securities and Goldman, Sachs & Co. of
      any proposal by the Issuer to amend or waive any provision of this Agreement
      pursuant to Section 9(h) and of any amendment or waiver effected pursuant
      thereto, each of which notices shall contain the text of the amendment or waiver
      proposed or effected, as the case may be;

     

    (xvi)  comply
      with all applicable rules and regulations of the Commission, and make generally
      available to its securityholders no later than eighteen months after the
      Effective Time of such Secondary Offer Registration Statement an earnings
      statement of the Issuer and its subsidiaries complying with Section 11(a)
      of the Securities Act (including, at the option of the Issuer, Rule 158
      thereunder); provided,
      however,
      that
      this requirement shall be deemed satisfied by the Issuer’s compliance with
      Section 4.03 of the Indentures; and

     

    (xvii)  for
      so
      long as Goldman, Sachs & Co. may be required to deliver a prospectus in
      connection with the offer and sale of Securities or Exchange Securities in
      secondary transactions, to furnish to Goldman, Sachs & Co. copies of all
      reports or other communications (financial or other) furnished to stockholders
      of the Issuer, and deliver to Goldman, Sachs & Co. (i) as soon as they are
      available, copies of any reports and financial statements furnished to or filed
      with the Commission or any national securities exchange or interdealer automated
      quotation system on which the Securities or Exchange Securities or any other
      securities of the Issuer are listed or 

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    quoted
      and (ii) such additional information concerning the business and financial
      condition of the Issuer and its subsidiaries as Goldman, Sachs & Co. may
      from time to time reasonably request.

     

    (e)  In
      the
      event that the Issuer would be required, pursuant to Section 3(d)(viii)(G),
      to notify the Electing Holders, Goldman, Sachs & Co. or Affiliate Investors,
      the Issuer shall promptly prepare and furnish to each of the Electing Holders,
      Goldman, Sachs & Co. and Affiliate Investors a reasonable number of copies
      of a prospectus supplemented or amended so that, as thereafter delivered to
      purchasers of Registrable Securities, Securities or Exchange Securities, as
      applicable, such prospectus shall conform in all material respects to the
      applicable requirements of the Securities Act and the Trust Indenture Act and
      shall not contain an untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing. Each
      Electing Holder, Goldman, Sachs & Co. and Affiliate Investor agrees that
      upon receipt of any notice from the Issuer pursuant to
      Section 3(d)(viii)(G), such Electing Holder, Goldman, Sachs & Co. and
      Affiliate Investor shall forthwith discontinue the disposition of Registrable
      Securities, Securities or Exchange Securities, as applicable, pursuant to the
      Secondary Offer Registration Statement applicable to such Registrable
      Securities, Securities or Exchange Securities, as applicable, until such
      Electing Holder, Goldman, Sachs & Co. or Affiliate Investor shall have
      received copies of such amended or supplemented prospectus, and if so directed
      by the Issuer, such Electing Holder, Goldman, Sachs & Co. or Affiliate
      Investor shall deliver to the Issuer (at the Issuer’s expense) all copies, other
      than permanent file copies, then in such Electing Holder’s, Goldman, Sachs &
Co.’s or Affiliate Investor’s possession of the prospectus covering such
      Registrable Securities, Securities or Exchange Securities, as applicable, at
      the
      time of receipt of such notice.

     

    (f)  In
      the
      event of a Shelf Registration, in addition to the information required to be
      provided by each Electing Holder in its Notice and Questionnaire as to which
      any
      Shelf Registration pursuant to Section 2(b) is being effected or to be provided
      by Goldman, Sachs & Co. and each Affiliate Investor in connection with the
      Market Making Shelf Registration pursuant to Section 2(c), the Issuer may
      require such Electing Holder, Goldman, Sachs & Co. or an Affiliate Investor,
      as applicable, to furnish to the Issuer such additional information regarding
      such Electing Holder, Goldman, Sachs & Co. or Affiliate Investor, and such
      Electing Holder’s, Goldman, Sachs & Co.’s or Affiliate Investor’s, intended
      method of distribution of Registrable Securities, Securities or Exchange
      Securities, as applicable, as may be required in order to comply with the
      Securities Act. Each such Electing Holder, Goldman, Sachs & Co. and
      Affiliate Investor agrees to notify the Issuer as promptly as practicable of
      any
      inaccuracy or change in information previously furnished by such Electing
      Holder, Goldman, Sachs & Co. or Affiliate Investor, to the Issuer or of the
      occurrence of any event in either case as a result of which any prospectus
      relating to such Shelf Registration or Market Making Shelf Registration, as
      applicable, contains or would contain an untrue statement of a material fact
      regarding such Electing Holder, Goldman, Sachs & Co. or Affiliate Investor,
      or such Electing Holder’s, Goldman, Sachs & Co.’s or Affiliate Investor’s
      intended method of disposition of such Registrable Securities or omits to state
      any material fact regarding such Electing Holder Goldman, Sachs & Co. or an
      Affiliate Investor, or such Electing Holder’s intended method of disposition of
      such Registrable Securities, Securities or Exchange Securities, as applicable,
      required to be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances then existing, and promptly to furnish
      to the Issuer any additional information required to correct and update any
      previously furnished information or required so that such prospectus shall
      not
      contain, 

     

    
      
         

      

      
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      with
        respect to such Electing Holder, Goldman, Sachs & Co. or Affiliate Investor,
        or the disposition of such Registrable Securities, Securities or Exchange
        Securities, as applicable, an untrue statement of a material fact or omit
        to
        state a material fact required to be stated therein or necessary to make
        the
        statements therein not misleading in light of the circumstances then
        existing.

    

     

    (g)  Until
      the
      expiration of two years after the Closing Date, the Issuer will not, and will
      not permit any of its “affiliates” (as defined in Rule 144) to, resell any
      of the Securities that have been reacquired by any of them except pursuant
      to an
      effective registration statement, or a valid exemption from the registration
      requirements, under the Securities Act.

     

    (h)  As
      a
      condition to its participation in the Exchange Offer, each holder of Registrable
      Securities shall furnish, upon the request of the Issuer, a written
      representation to the Issuer (which may be contained in the letter of
      transmittal or “agent’s message” transmitted via The Depository Trust Company’s
      Automated Tender Offer Procedures, in either case contemplated by the Exchange
      Registration Statement) to the effect that (A) it is not an “affiliate” of
      the Issuer, as defined in Rule 405 of the Securities Act, or if it is such
      an “affiliate”, it will comply with the registration and prospectus delivery
      requirements of the Securities Act to the extent applicable, (B) it is not
      engaged in and does not intend to engage in, and has no arrangement or
      understanding with any person to participate in, a distribution of the Exchange
      Securities to be issued in the Exchange Offer, (C) it is acquiring the
      Exchange Securities in its ordinary course of business, (D) if it is a
      broker-dealer that holds Securities that were acquired for its own account
      as a
      result of market-making activities or other trading activities (other than
      Securities acquired directly from the Issuer or any of its affiliates), it
      will
      deliver a prospectus meeting the requirements of the Securities Act in
      connection with any resales of the Exchange Securities received by it in the
      Exchange Offer, (E) if it is a broker-dealer, that it did not purchase the
      Securities to be exchanged in the Exchange Offer from the Issuer or any of
      its
      affiliates, and (F) it is not acting on behalf of any person who could not
      truthfully and completely make the representations contained in the foregoing
      subclauses (A) through (E).

     

    (i)  Notwithstanding
      anything to the contrary contained herein, the Issuer may for valid business
      reasons, including without limitation, a potential acquisition, divestiture
      of
      assets or other material corporate transaction, issue a notice that a Market
      Making Registration statement is no longer effective or the prospectus included
      therein is no longer usable for offers and sales of Registrable Securities
      or
      Exchange Securities, as applicable, and may issue any notice suspending use
      of
      such Market-Making Registration Statement required under applicable securities
      laws to be issued for so long as valid business reasons exist and the Issuer
      shall not be obligated to amend or supplement such Market-Making Registration
      Statement or the prospectus included therein until it reasonably deems
      appropriate. Goldman, Sachs & Co. agrees that upon receipt of any notice
      from the Issuer pursuant to this Section 3(i), it will discontinue use of each
      Market Making Registration Statement until receipt of copies of the supplemented
      or amended prospectus relating thereto until advised in writing by the Issuer
      that the use of a Market-Making Registration Statement may be resumed.


     

    4.  Registration
      Expenses.

     

    The
      Issuer agrees to bear and to pay or cause to be paid promptly all expenses
      incident to the Issuer’s performance of or compliance with this Agreement,
      including (a) all Commission and any NASD registration, filing and review
      fees and expenses including 

     

    
      
         

      

      
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      reasonable
        fees and disbursements of counsel for the Eligible Holders, Goldman, Sachs
&
Co. and Affiliate Investors in connection with such registration, filing
        and
        review, (b) all fees and expenses in connection with the qualification of
        the Registrable Securities, Securities or Exchange Securities, as applicable,
        for offering and sale under the State securities and blue sky laws referred
        to
        in Section 3(d)(xii) and determination of their eligibility for investment
        under the laws of such jurisdictions as the Electing Holders, Goldman, Sachs
        & Co. or Affiliate Investors may designate, including any reasonable fees
        and disbursements of counsel for the Electing Holders, Goldman, Sachs & Co.
        or Affiliate Investors in connection with such qualification and determination,
        (c) all expenses relating to the preparation, printing, production,
        distribution and reproduction of each registration statement required to
        be
        filed hereunder, each prospectus included therein or prepared for distribution
        pursuant hereto, each amendment or supplement to the foregoing, the expenses
        of
        preparing the Registrable Securities, Securities or Exchange Securities,
        as
        applicable, for delivery and the expenses of printing or producing any selling
        agreements and blue sky or legal investment memoranda and all other documents
        in
        connection with the offering, sale or delivery of Registrable Securities,
        Securities or Exchange Securities, as applicable, to be disposed of (including
        certificates representing the Registrable Securities, Securities or Exchange
        Securities, as applicable), (d) messenger, telephone and delivery expenses
        relating to the offering, sale or delivery of Registrable Securities, Securities
        or Exchange Securities, as applicable, and the preparation of documents referred
        in clause (c) above, (e) fees and expenses of the Trustee under the
        Indentures, any agent of the Trustee and any counsel for the Trustee and
        of any
        custodian, (f) the Issuer’s internal expenses (including all salaries and
        expenses of the Issuer’s officers and employees performing legal or accounting
        duties), (g) reasonable fees, disbursements and expenses of counsel and
        independent certified public accountants of the Issuer, (h) reasonable
        fees, disbursements and expenses of one counsel for the Electing Holders
        retained in connection with a Shelf Registration, as selected by the Electing
        Holders of at least a majority in aggregate principal amount of the Registrable
        Securities held by Electing Holders (which counsel shall be reasonably
        satisfactory to the Issuer), one counsel for Goldman, Sachs & Co. retained
        in connection with a Market Making Shelf Registration, as selected by Goldman,
        Sachs & Co., and one counsel for the Affiliate Investors retained in
        connection with a Shelf Registration, as selected by the Affiliate Investors
        of
        at least a majority in aggregate principal amount of the Registrable Securities
        held by such Affiliate Investors, (i) any fees charged by securities rating
        services for rating the Registrable Securities, Securities or Exchange
        Securities, as applicable, and (j) fees, expenses and disbursements of any
        other persons, including special experts, retained by the Issuer in connection
        with such registration (collectively, the “Registration
        Expenses”).
        To the
        extent that any Registration Expenses are incurred, assumed or paid by any
        holder of Registrable Securities, Goldman, Sachs & Co. or Affiliate
        Investors, the Issuer shall reimburse such person for the full amount of
        the
        Registration Expenses so incurred, assumed or paid promptly after receipt
        of a
        request therefor. Notwithstanding the foregoing, the holders of the Registrable
        Securities being registered, or Goldman, Sachs & Co. or any Affiliate
        Investor, as applicable, shall pay all agency fees and commissions and
        underwriting discounts and commissions, if any, and transfer taxes, if any,
        attributable to the sale of such Registrable Securities, Securities or Exchange
        Securities, as applicable, and the fees and disbursements of any counsel
        or
        other advisors or experts retained by such holders (severally or jointly),
        other
        than the counsel and experts specifically referred to above.

    

     

    5.  Representations
      and Warranties.

     

    Each
      of
      the Issuer and the Guarantors, jointly and severally,
      represent and warrant to, and agree with, each Purchaser and each of the holders
      from time to time of Registrable Securities that:

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    (a)  Each
      registration statement covering Registrable Securities, Securities or Exchange
      Securities, as applicable, and each prospectus (including any preliminary or
      summary prospectus) contained therein or furnished pursuant to Section 3(c)
      or Section 3(d) and any further amendments or supplements to any such
      registration statement or prospectus, when it becomes effective or is filed
      with
      the Commission, as the case may be, will conform in all material respects to
      the
      requirements of the Securities Act and the Trust Indenture Act and will not
      contain an untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading; and at all times subsequent to the Effective Time when a prospectus
      would be required to be delivered under the Securities Act, other than
      (A) from (i) such time as a notice has been given to holders of
      Registrable Securities or Goldman, Sachs & Co. or Affiliate Investors, as
      applicable, pursuant to Section 3(c)(iii)(G) or Section 3(d)(viii)(G)
      until (ii) such time as the Issuer furnishes an amended or supplemented
      prospectus pursuant to Section 3(c)(iv) or Section 3(e) or
      (B) during any applicable Suspension Period, each such registration
      statement, and each prospectus (including any summary prospectus) contained
      therein or furnished pursuant to Section 3(c) or Section 3(d), as then
      amended or supplemented, will conform in all material respects to the
      requirements of the Securities Act and the Trust Indenture Act and will not
      contain an untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading in the light of the circumstances then existing; provided,
      however,
      that
      this representation and warranty shall not apply to any statements or omissions
      made in reliance upon and in conformity with information furnished in writing
      to
      the Issuer by a holder of Registrable Securities, Goldman, Sachs & Co. or an
      Affiliate Investor, as applicable, expressly for use therein, which information,
      with respect to information provided by Goldman, Sachs & Co. for inclusion
      in the prospectus forming a part of the Market Making Registration Statement
      the
      parties hereto agree will be limited to the statements concerning the
      market-making activities of Goldman, Sachs & Co. to be set forth on the
      cover page and in the “Plan of Distribution” section of the prospectus forming a
      part of the Market Making Shelf Registration Statement and in the analogous
      section of the Canadian wrapper, if any, of such prospectus.

     

    (b)  Any
      documents incorporated by reference in any prospectus referred to in
      Section 5(a), when they become or became effective or are or were filed
      with the Commission, as the case may be, will conform or conformed in all
      material respects to the requirements of the Securities Act or the Exchange
      Act,
      as applicable, and none of such documents will contain or contained an untrue
      statement of a material fact or will omit or omitted to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading; provided,
      however,
      that
      this representation and warranty shall not apply to any statements or omissions
      made in reliance upon and in conformity with information furnished in writing
      to
      the Issuer by a holder of Registrable Securities, Goldman, Sachs & Co. or an
      Affiliate Investor, as applicable, expressly for use therein, which information,
      with respect to information provided by Goldman, Sachs & Co. for inclusion
      in the prospectus forming a part of the Market Making Registration Statement
      the
      parties hereto agree will be limited to the statements concerning the
      market-making activities of Goldman, Sachs & Co. to be set forth on the
      cover page and in the “Plan of Distribution” section of the prospectus forming a
      part of the Market Making Shelf Registration Statement and in the analogous
      section of the Canadian wrapper, if any, of such prospectus.

     

    (c)  The
      compliance by the Issuer with all of the provisions of this Agreement and the
      consummation of the transactions herein contemplated will not (i) conflict
      with or result in a breach or violation of any of the terms or provisions of,
      or
      constitute a default under, any 

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

       

      indenture,
        mortgage, deed of trust, loan agreement or other agreement or instrument
        to
        which the Issuer or any of its subsidiaries is a party or by which the Issuer
        or
        any of its subsidiaries is bound or to which any of the property or assets
        of
        the Issuer or any of its subsidiaries is subject, (ii) result in any
        violation of the provisions of the certificate of incorporation, as amended,
        or
        the by-laws or other governing documents, as applicable, of the Issuer or
        the
        Guarantors or (iii)  result in any violation of any statute or any order,
        rule or regulation of any court or governmental agency or body having
        jurisdiction over the Issuer or any of its subsidiaries or any of their
        respective properties, except in the case of (i) and (iii) above, for such
        conflicts, breaches or defaults as would not reasonably be expected to result
        in
        a Material Adverse Effect (as defined in the Purchase Agreement); and no
        consent, approval, authorization, order, registration or qualification of
        or
        with any such court or governmental agency or body is required for the
        consummation by the Issuer and the Guarantors of the transactions contemplated
        by this Agreement, except (w) the registration under the Securities Act of
        the Registrable Securities, Securities or Exchange Securities, as applicable,
        and qualification of the Indentures under the Trust Indenture Act and
        (x) such consents, approvals, authorizations, registrations or
        qualifications as may be required under state securities or blue sky laws
        in
        connection with the offering and distribution of the Registrable Securities,
        Securities or Exchange Securities, as applicable, (y) such consents,
        approvals, authorizations, registrations or qualifications that have been
        obtained and are in full force and effect as of the date hereof and
        (z) such consents, approvals, authorizations, registrations or
        qualifications that the failure to have would not reasonably be expected
        to have
        a Material Adverse Effect.

    

     

    (d)  This
      Agreement has been duly authorized, executed and delivered by the Issuer and
      each Guarantor.

     

    6.  Indemnification
      and Contribution.

     

    (a)  Indemnification
      by the Issuer and the Guarantors. The
      Issuer and the Guarantors, jointly and severally, will indemnify and hold
      harmless each of the holders of any such series of Registrable Securities
      included in an Exchange Registration Statement, each of the Electing Holders
      of
      Registrable Securities included in a Shelf Registration Statement, Goldman,
      Sachs & Co. as holder of Securities or Exchange Securities included in a
      Market Making Shelf Registration Statement and each of the Affiliate Investors
      as holders of Securities or Exchange Securities included in a Market Making
      Shelf Registration Statement against any losses, claims, damages or liabilities,
      joint or several, to which such holder, Goldman, Sachs & Co., such Electing
      Holder or Affiliate Investor may become subject under the Securities Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon an untrue statement or alleged
      untrue statement of a material fact contained in any Exchange Registration
      Statement or Secondary Offer Registration Statement, as the case may be, under
      which such series of Registrable Securities, Securities or Exchange Securities,
      as applicable, were registered under the Securities Act, or any preliminary,
      final or summary prospectus (including, without limitation, any “issuer free
      writing prospectus” as defined in Rule 433) contained therein or furnished
      by the Issuer to any such holder, Goldman, Sachs & Co., such Electing Holder
      or Affiliate Investor or any amendment or supplement thereto, or arise out
      of or
      are based upon the omission or alleged omission to state therein a material
      fact
      required to be stated therein or necessary to make the statements therein not
      misleading, and will reimburse any such holder, Goldman, Sachs & Co., such
      Electing Holder and such Affiliate Investor for any legal or other expenses
      reasonably incurred by them in connection with investigating or defending any
      such action or claim as such expenses are incurred; provided,
      however,
      that
      neither the 

     

    
      
         

      

      
        21

        
          

        

      

      
         
Issuer
        nor the Guarantors shall be liable to any such person in any such case to
        the
        extent that any such loss, claim, damage or liability arises out of or is
        based
        upon an untrue statement or alleged untrue statement or omission or alleged
        omission made in such registration statement, or preliminary, final or summary
        prospectus (including, without limitation, any “issuer free writing prospectus”
as defined in Rule 433), or amendment or supplement thereto, in reliance
        upon and in conformity with written information furnished to the Issuer by
        such
        person expressly for use therein, which information, with respect to information
        provided by Goldman, Sachs & Co. for inclusion in the prospectus forming a
        part of the Market Making Registration Statement the parties hereto agree
        will
        be limited to the statements concerning the market-making activities of Goldman,
        Sachs & Co. to be set forth on the cover page and in the “Plan of
        Distribution” section of the prospectus forming a part of the Market Making
        Shelf Registration Statement and in the analogous section of the Canadian
        wrapper, if any, of such prospectus.

    

     

    (b)  Indemnification
      by the Holders. Each
      holder of Securities, severally and not jointly, will (i) indemnify and
      hold harmless the Issuer, the Guarantors, and all other holders of Registrable
      Securities, against any losses, claims, damages or liabilities to which the
      Issuer, the Guarantors or such other holders of Registrable Securities may
      become subject, under the Securities Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out of
      or
      are based upon an untrue statement or alleged untrue statement of a material
      fact contained in such registration statement, or any preliminary, final or
      summary prospectus (including, without limitation, any “issuer free writing
      prospectus” as defined in Rule 433) contained therein or furnished by the
      Issuer to any such Electing Holder, or any amendment or supplement thereto,
      or
      arise out of or are based upon the omission or alleged omission to state therein
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading, in each case to the extent, but only to
      the
      extent, that such untrue statement or alleged untrue statement or omission
      or
      alleged omission was made in reliance upon and in conformity with written
      information furnished to the Issuer by such Electing Holder expressly for use
      therein, and (ii) reimburse the Issuer and the Guarantors for any legal or
      other expenses reasonably incurred by the Issuer and the Guarantors in
      connection with investigating or defending any such action or claim as such
      expenses are incurred; provided,
      however,
      that no
      such Electing Holder shall be required to undertake liability to any person
      under this Section 6(b) for any amounts in excess of the dollar amount of
      the proceeds to be received by such Electing Holder from the sale of such
      Electing Holder’s Registrable Securities pursuant to such
      registration.

     

    (c)  Indemnification
      by Goldman, Sachs & Co.
      The
      Issuer may require, as a condition to including any Securities or Exchange
      Securities in the Market Making Shelf Registration Statement filed pursuant
      to
      Section 2(c) hereof and to entering into any underwriting agreement with respect
      thereto, that the Issuer shall have received an undertaking reasonably
      satisfactory to it from each underwriter named in any such underwriting
      agreement, severally and not jointly, to, and Goldman, Sachs & Co. shall,
      and hereby agrees to, (i) indemnify and hold harmless the Issuer and the
      Guarantors against any losses, claims, damages or liabilities to which the
      Issuer or the Guarantors may become subject, under the Securities Act or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon an untrue statement or alleged
      untrue statement of a material fact contained in the Market Making Shelf
      Registration Statement, or any preliminary, final or summary prospectus
      contained therein or furnished by the Issuer to Goldman, Sachs & Co. or to
      any such underwriter, or any amendment or supplement thereto, or arise out
      of or
      are based upon the omission or 

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

       

      alleged
        omission to state therein a material fact required to be stated therein or
        necessary to make the statements therein not misleading, in each case to
        the
        extent, but only to the extent, that such untrue statement or alleged untrue
        statement or omission or alleged omission was made in reliance upon and in
        conformity with written information furnished to the Issuer by Goldman, Sachs
        & Co. or such underwriter expressly for use therein, which information, with
        respect to information provided by Goldman, Sachs & Co. for inclusion in the
        prospectus forming a part of the Market Making Registration Statement the
        parties hereto agree will be limited to the statements concerning the
        market-making activities of Goldman, Sachs & Co. to be set forth on the
        cover page and in the “Plan of Distribution” section of the prospectus forming a
        part of the Market Making Shelf Registration Statement and in the analogous
        section of the Canadian wrapper, if any, of such prospectus and (ii) reimburse
        the Issuer for any legal or other expenses reasonably incurred by the Issuer
        in
        connection with investigating or defending any such action or claim as such
        expenses are incurred; provided,
        however,
        that,
        in the case of Securities held by Goldman, Sachs & Co. at the time of the
        Exchange Offer, Goldman, Sachs & Co. shall not be required to undertake
        liability to any person under this Section 6(c) for any amounts in excess
        of the
        dollar amount of the proceeds to be received by Goldman, Sachs & Co. from
        the sale of such Securities by Goldman, Sachs & Co. pursuant to the Market
        Making Shelf Registration.

    

     

    (d)  Indemnification
      by Affiliate Investors in Connection with the Market Making Shelf
      Registration.
      The
      Issuer may require, as a condition to including any Securities or Exchange
      Securities in the Market Making Shelf Registration Statement filed pursuant
      to
      Section 2(c) hereof and to entering into any underwriting agreement with respect
      thereto, that the Issuer shall have received an undertaking reasonably
      satisfactory to it from each underwriter named in any such underwriting
      agreement, severally and not jointly, to, and each Affiliate Investor shall,
      and
      hereby agrees to, (i) indemnify and hold harmless the Issuer and the Guarantors
      against any losses, claims, damages or liabilities to which the Issuer or the
      Guarantors may become subject, under the Securities Act or otherwise, insofar
      as
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon an untrue statement or alleged untrue statement
      of a material fact contained in the Market Making Shelf Registration Statement,
      or any preliminary, final or summary prospectus contained therein or furnished
      by the Issuer to such Affiliate Investor or to any such underwriter, or any
      amendment or supplement thereto, or arise out of or are based upon the omission
      or alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading, in each
      case
      to the extent, but only to the extent, that such untrue statement or alleged
      untrue statement or omission or alleged omission was made in reliance upon
      and
      in conformity with written information furnished to the Issuer by such Affiliate
      Investor or such underwriter expressly for use therein, and (ii) reimburse
      the
      Issuer for any legal or other expenses reasonably incurred by the Issuer in
      connection with investigating or defending any such action or claim as such
      expenses are incurred;
      provided,
      however,
      that,
      in the case of Securities held by Goldman, Sachs & Co. at the time of the
      Exchange Offer, Goldman, Sachs & Co. shall not be required to undertake
      liability to any person under this Section 6(d) for any amounts in excess of
      the
      dollar amount of the proceeds to be received by Goldman, Sachs & Co. from
      the sale of such Securities by Goldman, Sachs & Co. pursuant to the Market
      Making Shelf Registration.

     

    (e)  Notices
      of Claims, Etc. Promptly
      after receipt by an indemnified party under subsection (a), (b), (c) or (d)
      above of written notice of the commencement of any action, such indemnified
      party shall, if a claim in respect thereof is to be made against an indemnifying
      party pursuant to the indemnification provisions of or contemplated by this
      

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

       

      Section 6,
        notify such indemnifying party in writing of the commencement of such action;
        but the omission so to notify the indemnifying party shall not relieve it
        from
        any liability which it may have to any indemnified party otherwise than under
        the indemnification provisions of or contemplated by
        Section 6(a), 6(b), 6(c) or 6(d). In case any such action shall be
        brought against any indemnified party and it shall notify an indemnifying
        party
        of the commencement thereof, such indemnifying party shall be entitled to
        participate therein and, to the extent that it shall wish, jointly with any
        other indemnifying party similarly notified, to assume the defense thereof,
        with
        counsel reasonably satisfactory to such indemnified party (who shall not,
        except
        with the consent of the indemnified party, be counsel to the indemnifying
        party), and, after notice from the indemnifying party to such indemnified
        party
        of its election so to assume the defense thereof, such indemnifying party
        shall
        not be liable to such indemnified party for any legal expenses of other counsel
        or any other expenses, in each case subsequently incurred by such indemnified
        party, in connection with the defense thereof other than reasonable costs
        of
        investigation. No indemnifying party shall, without the prior written consent
        of
        the indemnified party, effect the settlement or compromise of, or consent
        to the
        entry of any judgment with respect to, any pending or threatened action or
        claim
        in respect of which indemnification or contribution may be sought hereunder
        (whether or not the indemnified party is an actual or potential party to
        such
        action or claim) unless such settlement, compromise or judgment
        (i) includes an unconditional release of the indemnified party from all
        liability arising out of such action or claim and (ii) does not include a
        statement as to, or an admission of, fault, culpability or a failure to act
        by
        or on behalf of any indemnified party.

    

     

    (f)  Contribution.
      If
      for
      any reason the indemnification provisions contemplated by Section 6(a),
      6(b), 6(c) or 6(d) are unavailable to or insufficient to hold harmless an
      indemnified party in respect of any losses, claims, damages or liabilities
      (or
      actions in respect thereof) referred to therein, then each indemnifying party
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such losses, claims, damages or liabilities (or actions in respect
      thereof) in such proportion as is appropriate to reflect the relative fault
      of
      the indemnifying party and the indemnified party in connection with the
      statements or omissions which resulted in such losses, claims, damages or
      liabilities (or actions in respect thereof), as well as any other relevant
      equitable considerations. The relative fault of such indemnifying party and
      indemnified party shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or omission
      or
      alleged omission to state a material fact relates to information supplied by
      such indemnifying party or by such indemnified party, and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The parties hereto agree that it would not be just
      and equitable if contributions pursuant to this Section 6(f) were
      determined by pro rata allocation (even if the holders were treated as one
      entity for such purpose) or by any other method of allocation which does not
      take account of the equitable considerations referred to in this
      Section 6(f). The amount paid or payable by an indemnified party as a
      result of the losses, claims, damages, or liabilities (or actions in respect
      thereof) referred to above shall be deemed to include any legal or other fees
      or
      expenses reasonably incurred by such indemnified party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this Section 6(f), none of any holder, Affiliate Investor or,
      in the case of a Market Making Shelf Registration relating to the sale by
      Goldman, Sachs & Co. of Securities held by it at the time of the Exchange
      Offer, Goldman, Sachs & Co. shall be required to contribute any amount in
      excess of the amount by which the dollar amount of the proceeds received by
      such
      holder from the sale of any Registrable Securities or Goldman, Sachs & Co.
      or any Affiliate Investor from the sale of any such Securities (after


     

    
      
         

      

      
        24

        
          

        

      

      
         

      

       

      deducting
        any fees, discounts and commissions applicable thereto) exceeds the amount
        of
        any damages which such holder or Goldman, Sachs & Co. or such Affiliate
        Investor, as applicable, have otherwise been required to pay by reason of
        such
        untrue or alleged untrue statement or omission or alleged omission. No person
        guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
        of the Securities Act) shall be entitled to contribution from any person
        who was
        not guilty of such fraudulent misrepresentation. The holders’, Goldman, Sachs
& Co.’s and any Affiliate Investor’s obligations in this Section 6(f)
        to contribute shall be several in proportion to the principal amount of
        Registrable Securities registered by them and not joint.

    

     

    (g)  The
      obligations of the Issuer and the Guarantors under this Section 6 shall be
      in addition to any liability which the Issuer or the Guarantors may otherwise
      have and shall extend, upon the same terms and conditions, to each officer,
      director and partner of Goldman, Sachs & Co., each holder, Affiliate
      Investor, and each person, if any, who controls Goldman, Sachs & Co., any
      holder, Affiliate Investor within the meaning of the Securities Act; and the
      obligations of Goldman, Sachs & Co., the holders, the Affiliate Investors
      contemplated by this Section 6 shall be in addition to any liability which
      Goldman, Sachs & Co., the respective holder or Affiliate Investor may
      otherwise have and shall extend, upon the same terms and conditions, to each
      officer and director of the Issuer or any of the Guarantors (including any
      person who, with his consent, is named in any registration statement as about
      to
      become a director of the Issuer or any of the Guarantors) and to each person,
      if
      any, who controls the Issuer within the meaning of the Securities
      Act.

     

    7.  Underwritten
      Offerings.
      

     

    Each
      holder of Registrable Securities hereby agrees with the Issuer and each other
      such holder that no holder of Registrable Securities may participate in any
      underwritten offering hereunder unless (a) the Issuer gives its prior
      written consent to such underwritten offering, (b) the managing underwriter
      or underwriters thereof shall be designated by Electing Holders holding at
      least
      a majority in aggregate principal amount of the Registrable Securities to be
      included in such offering, provided that such designated managing underwriter
      or
      underwriters is or are reasonably acceptable to the Issuer, (c) each holder
      of Registrable Securities participating in such underwritten offering agrees
      to
      sell such holder’s Registrable Securities on the basis provided in any
      underwriting arrangements approved by the persons entitled selecting the
      managing underwriter or underwriters hereunder and (d) each holder of
      Registrable Securities participating in such underwritten offering completes
      and
      executes all questionnaires, powers of attorney, indemnities, underwriting
      agreements and other documents reasonably required under the terms of such
      underwriting arrangements.

     

    8.  Rule 144.

     

    The
      Issuer covenants to the holders of Registrable Securities, Goldman, Sachs &
Co. and the Affiliate Investors that to the extent it shall be required to
      do so
      under the Exchange Act, the Issuer shall timely file the reports required to
      be
      filed by it under the Exchange Act or the Securities Act (including the reports
      under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph
      (c)(1) of Rule 144), and shall take such further action as any holder of
      Registrable Securities, Goldman, Sachs & Co. or any Affiliate Investor may
      reasonably request, all to the extent required from time to time to enable
      such
      holder to sell Registrable Securities or Goldman, Sachs & Co. and the
      Affiliate Investors to sell Securities or Exchange Securities without
      registration under the Securities Act within the limitations of the exemption
      provided by Rule 144. Upon the request of any holder of Registrable
      Securities, Goldman, 

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

       

      Sachs
        & Co. or any Affiliate Investor in connection with that holder’s, Goldman,
        Sachs & Co.’s or that Affiliate Investor’s sale pursuant to Rule 144,
        the Issuer shall deliver to such holder, Goldman, Sachs & Co. or Affiliate
        Investor a written statement as to whether it has complied with such
        requirements.

    

     

    9.  Miscellaneous.

     

    (a)  No
      Inconsistent Agreements. The
      Issuer represents, warrants, covenants and agrees that it has not granted,
      and
      shall not grant, registration rights with respect to Registrable Securities,
      Securities or Exchange Securities, as applicable, or any other securities which
      would be inconsistent with the terms contained in this Agreement.

     

    (b)  Specific
      Performance.
      Subject
      to the provisions set forth in Section 3(d) hereof, the parties hereto
      acknowledge that there would be no adequate remedy at law if the Issuer fails
      to
      perform any of its obligations hereunder and that the Purchasers and the holders
      from time to time of the Registrable Securities may be irreparably harmed by
      any
      such failure, and accordingly agree that the Purchasers and such holders, in
      addition to any other remedy to which they may be entitled at law or in equity,
      shall be entitled to compel specific performance of the obligations of the
      Issuer under this Agreement in accordance with the terms and conditions of
      this
      Agreement, in any court of the United States or any State thereof having
      jurisdiction. Time shall be of the essence in this Agreement.

     

    (c)  Notices.All
      notices, requests, claims, demands, waivers and other communications hereunder
      shall be in writing and shall be deemed to have been duly given when delivered
      by hand, if delivered personally, by facsimile or by courier, or three days
      after being deposited in the mail (registered or certified mail, postage
      prepaid, return receipt requested) as follows: If to the Issuer, to it at 100
      Mission Ridge, Goodlettsville, Tennessee 37072, Attention Secretary and if
      to a
      holder, to the address of such holder set forth in the security register or
      other records of the Issuer, or to such other address as the Issuer or any
      such
      holder may have furnished to the other in writing in accordance herewith, except
      that notices of change of address shall be effective only upon
      receipt.

     

    (d)  Parties
      in Interest.
      All the
      terms and provisions of this Agreement shall be binding upon, shall inure to
      the
      benefit of and shall be enforceable by the parties hereto and the holders from
      time to time of the Registrable Securities and the respective successors and
      assigns of the parties hereto and such holders. In the event that any transferee
      of any holder of Registrable Securities shall acquire Registrable Securities,
      in
      any manner, whether by gift, bequest, purchase, operation of law or otherwise,
      such transferee shall, without any further writing or action of any kind, be
      deemed a beneficiary hereof for all purposes and such Registrable Securities
      shall be held subject to all of the terms of this Agreement, and by taking
      and
      holding such Registrable Securities such transferee shall be entitled to receive
      the benefits of, and be conclusively deemed to have agreed to be bound by all
      of
      the applicable terms and provisions of this Agreement. If the Issuer shall
      so
      request, any such successor, assign or transferee shall agree in writing to
      acquire and hold the Registrable Securities subject to all of the applicable
      terms hereof.

     

    (e)  Survival.
      The
      respective indemnities, agreements, representations, warranties and each other
      provision set forth in this Agreement or made pursuant hereto shall remain
      in
      full force and effect regardless of any investigation (or statement as to the
      results thereof) made by or on behalf of Goldman, Sachs & Co., any Affiliate
      Investor or any holder of Registrable Securities, any director, officer or
      partner of Goldman, Sachs & Co., such Affiliate Investor or such holder, or
      any controlling person of any of the foregoing, and shall survive delivery
      of


     

    
      
         

      

      
        26

        
          

        

      

      
         

      

       

      and
        payment for the Registrable Securities pursuant to the Purchase Agreement
        and
        the transfer and registration of Registrable Securities by such holder or
        of
        Securities or Exchange Securities by Goldman, Sachs & Co. or any Affiliate
        Investor and the consummation of an Exchange Offer.

    

     

    (f)  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.

     

    (g)  Headings.
      The
      descriptive headings of the several Sections and paragraphs of this Agreement
      are inserted for convenience only, do not constitute a part of this Agreement
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    (h)  Entire
      Agreement; Amendments.
      This
      Agreement and the other writings referred to herein (including the Indentures
      and the form of Securities) or delivered pursuant hereto which form a part
      hereof contain the entire understanding of the parties with respect to its
      subject matter. This Agreement supersedes all prior agreements and
      understandings between the parties with respect to its subject matter. This
      Agreement may be amended and the observance of any term of this Agreement may
      be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively) only by a written instrument duly executed by the Issuer and
      the
      holders of at least a majority in aggregate principal amount of the Registrable
      Securities at the time outstanding and Goldman, Sachs & Co.; provided,
      however,
      that
      any such amendment or waiver affecting solely provisions of this Agreement
      relating to the Market Making Registration may be effected by a written
      instrument duly executed solely by the Issuer and Goldman, Sachs & Co. Each
      holder of any Registrable Securities at the time or thereafter outstanding
      shall
      be bound by any amendment or waiver effected pursuant to this Section 9(h),
      whether or not any notice, writing or marking indicating such amendment or
      waiver appears on such Registrable Securities or is delivered to such
      holder.

     

    (i)  Inspection.
      For so
      long as this Agreement shall be in effect, this Agreement and a complete list
      of
      the names and addresses of all the holders of Registrable Securities and the
      address of Goldman, Sachs & Co. and each Affiliate Investor shall be made
      available for inspection and copying on any Business Day by Goldman, Sachs
&
Co., any Affiliate Investor or any holder of Registrable Securities for proper
      purposes only (which shall include any purpose related to the rights of the
      holders of Registrable Securities under the Securities, the Indentures and
      this
      Agreement) at the offices of the Issuer at the address thereof set forth in
      Section 9(c) and at the office of the Trustee under the
      Indentures.

     

    (j)  Counterparts.
      This
      Agreement may be executed by the parties in counterparts, each of which shall
      be
      deemed to be an original, but all such respective counterparts shall together
      constitute one and the same instrument.

     

    (k)  Severability.
      If any
      provision of this Agreement, or the application thereof in any circumstance,
      is
      held to be invalid, illegal or unenforceable in any respect for any reason,
      the
      validity, legality and enforceability of such provision in every other respect
      and of the remaining provisions contained in this Agreement shall not be
      affected or impaired thereby.

     


    
      
         

      

      
        27

        
          

        

      

      
         

      

    


     

    If
      the
      foregoing is in accordance with your understanding, please sign and return
      to us
      counterparts hereof, and upon the acceptance hereof by you, on behalf of each
      of
      the Purchasers, this letter and such acceptance hereof shall constitute a
      binding agreement between each of the Purchasers, the Guarantors and the Issuer.
      It is understood that your acceptance of this letter on behalf of each of the
      Purchasers is pursuant to the authority set forth in a form of Agreement among
      Purchasers, the form of which shall be submitted to the Issuer for examination
      upon request, but without warranty on your part as to the authority of the
      signers thereof.

     

     

                    Very
      truly
      yours,

     

     

    


     

     

                    BUCK
      ACQUISITION
      CORP.

     

     

                    By: /s/
      Raj Agrawal                

                         
      Name:
      Raj
      Agrawal

                                     
      Title: Vice President

     

     

                    DOLLAR
      GENERAL
      CORPORATION

     

     

                                           
      By: /s/
      David M. Tehle 

                                     
      Name: David M. Tehle

                                     
      Title: Executive Vice-President and Chief Financial Officer

     

     

                    DG
      RETAIL,
      LLC

                    DOLGENCORP,
      INC.

                    DOLGENCORP
      OF NEW
      YORK, INC. 

                    DOLGENCORP
      OF TEXAS,
      INC.

                    DG
      TRANSPORTATION,
      INC.

                    DG
      LOGISTICS
      LLC

                    DGC
      PROPERTIES
      LLC

                    SOUTH
      BOSTON
      HOLDINGS, INC. 

                    SUN-DOLLAR,
      L.P.

                    SOUTH
      BOSTON
      FF&E, LLC

                    DG
      PROMOTIONS, INC.
[f/k/a
      Nations Title Company, Inc.]

                    DOLLAR
      GENERAL
      INVESTMENT, INC.

                    DOLLAR
      GENERAL
      MERCHANDISING, INC.

                    DOLLAR
      GENERAL
      PARTNERS

                    DGC
      PROPERTIES OF
      KENTUCKY, LLC

    


     

                    By: /s/
      David M. Tehle 

                                    
      Name: David M. Tehle

                                    
      Title: Authorized Signatory

     


    
      
         

      

      
        28

        
          

        

      

      
         

      

    


    


     

    Accepted
      as of the date hereof:

    


    Goldman,
      Sachs & Co.

     

    By:     /s/
      Goldman, Sachs & Co.                 

             (Goldman,
      Sachs & Co.)

    


     

    Citigroup
      Global Markets Inc.

     

    By:     /s/
      Timothy P. Dilworth                   

    Name:
      Timothy P. Dilworth 

    Title:
      Director

     

    


    Lehman
      Brothers Inc. 

     

    By:     /s/
      William J. Hughes                         

    Name:
      William J. Hughes

               
      Title: Managing Director

    
 

    Wachovia
      Capital Markets, LLC

     

    By:     /s/
      Kurt Brechnitz                       

    Name:
      Kurt Brechnitz

               
      Title: Managing Director

     

     

    


    


    



    
      
        
          


           

        

         

      

      
        29

        
          

        

      

      
         

        
          
            	 	 


          

          


        

      

    



    Exhibit
      A

     

    Dollar
      General Corporation

     

    INSTRUCTION
      TO DTC PARTICIPANTS

     

    (Date
      of Mailing)

     

    URGENT
      - IMMEDIATE ATTENTION REQUESTED

     

    DEADLINE
      FOR RESPONSE: [DATE] 

    


     

    The
      Depository Trust Company (“DTC”)
      has
      identified you as a DTC Participant through which beneficial interests in Dollar
      General Corporation’s (the “Company”)
      10.625%
      Senior Notes due 2015 and 11.875% / 12.625 Senior Subordinated Toggle Notes
      due
      2017 (collectively, the “Securities”)
      are
      held.

     

    The
      Company is in the process of registering the Securities under the Securities
      Act
      of 1933 for resale by the beneficial owners thereof. In order to have their
      Securities included in the registration statement, beneficial owners must
      complete and return the enclosed Notice of Registration Statement and Selling
      Securityholder Questionnaire.

     

    It
      is
      important that beneficial owners of the Securities receive a copy of the
      enclosed materials as soon as possible
      as their
      rights to have the Securities included in the registration statement depend
      upon
      their returning the Notice and Questionnaire by [Deadline
      For Response].
      Please
      forward a copy of the enclosed documents to each beneficial owner that holds
      interests in the Securities through you. If you require more copies of the
      enclosed materials or have any questions pertaining to this matter, please
      contact 100 Mission Ridge, Goodlettsville, Tennessee 37072,
      615-855-4000.

     

     

     

     

     

     

     

      
        

      

    

    * Not
      less than 28 calendar days from date of mailing.


    
      
         

         

      

      
        A-1

        
          

        

      

      
         

      

    


    


     

    Dollar
      General Corporation

     

    Notice
      of
      Registration Statement

    and

    Selling
      Securityholder Questionnaire

     

    (Date)

     

    


     

    Reference
      is hereby made to the Exchange and Registration Rights Agreement (the
“Exchange
      and Registration Rights Agreement”)
      among
      Buck
      Acquisition Corp., Dollar General Corporation (the “Company”),
      the
      Guarantors name therein and the Purchasers named therein. Pursuant to the
      Exchange and Registration Rights Agreement, the Company has filed or will file
      with the United States Securities and Exchange Commission (the “Commission”)
      a
      registration statement on Form [__]
      (the
“Shelf
      Registration Statement”)
      for the
      registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of the
      Company’s 10.625% Senior Notes due 2015 and 11.875% / 12.625 Senior Subordinated
      Toggle Notes due 2017 (collectively, the “Securities”).
      A copy
      of the Exchange and Registration Rights Agreement has been filed as an exhibit
      to the Shelf Registration Statement and can be obtained from the Commission’s
      website at www.sec.gov.
      All
      capitalized terms not otherwise defined herein shall have the meanings ascribed
      thereto in the Exchange and Registration Rights Agreement.

     

    Each
      beneficial owner of Registrable Securities (as defined below) is entitled to
      have the Registrable Securities beneficially owned by it included in the Shelf
      Registration Statement. In order to have Registrable Securities included in
      the
      Shelf Registration Statement, this Notice of Registration Statement and Selling
      Securityholder Questionnaire (“Notice
      and Questionnaire”)
      must be
      completed, executed and delivered to the Company’s counsel at the address set
      forth herein for receipt ON OR BEFORE [Deadline
      for Response].
      Beneficial owners of Registrable Securities who do not properly complete,
      execute and return this Notice and Questionnaire by such date (i) will not
      be named as selling securityholders in the Shelf Registration Statement and
      (ii) may not use the Prospectus forming a part thereof for resales of
      Registrable Securities.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Shelf Registration Statement and related Prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Shelf Registration Statement and
      related Prospectus.

     

    The
      term
“Registrable
      Securities”
      is
      defined in the Exchange and Registration Rights Agreement.

     

    


     


    
      
         

         

      

      
        A-2

        
          

        

      

      
         

      

    


    ELECTION

     

    


     

    The
      undersigned holder (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include in the Shelf Registration
      Statement the Registrable Securities beneficially owned by it and listed below
      in Item (3). The undersigned, by signing and returning this Notice and
      Questionnaire, agrees to be bound with respect to such Registrable Securities
      by
      the terms and conditions of this Notice and Questionnaire and the Exchange
      and
      Registration Rights Agreement, including, without limitation, Section 6 of
      the Exchange and Registration Rights Agreement, as if the undersigned Selling
      Securityholder were an original party thereto.(11)

     

    Pursuant
      to the Exchange and Registration Rights Agreement, the undersigned has agreed
      to
      indemnify and hold harmless the Company, its officers who sign any Shelf
      Registration Statement, and each person, if any, who controls the Company within
      the meaning of either Section 15 of the Securities Act or Section 20
      of the Exchange Act of 1934, as amended (the “Exchange
      Act”),
      against certain loses arising out of an untrue statement, or the alleged untrue
      statement, of a material fact in the Shelf Registration Statement or the related
      prospectus or the omission, or alleged omission, to state a material fact
      required to be stated in such Shelf Registration Statement or the related
      prospectus, but only to the extent such untrue statement or omission, or alleged
      untrue statement or omission, was made in reliance on and in conformity with
      the
      information provided in this Notice and Questionnaire.

     

    Upon
      any
      sale of Registrable Securities pursuant to the Shelf Registration Statement,
      the
      Selling Securityholder will be required to deliver to the Company and Trustee
      the Notice of Transfer set forth in Appendix A to the Prospectus and as
      Exhibit B to the Exchange and Registration Rights Agreement.

     

    The
      Selling Securityholder hereby provides the following information to the Company
      and represents and warrants that such information is accurate and
      complete:

     


    
      
         

         

         

      

      
        A-3

        
          

        

      

      
         

      

    


    QUESTIONNAIRE

    


    (1) (a)  Full
      legal name of Selling Securityholder:

     

      
        

      

    

     

    (b)  Full
      legal name of registered Holder (if not the same as in (a) above) of Registrable
      Securities listed in Item (3) below:

     

      
        

      

    

     

    (c)  Full
      legal name of DTC Participant (if applicable and if not the same as (b) above)
      through which Registrable Securities listed in Item (3) below are
      held:

     

      
        

      

    

     

    (2) Address
      for notices to Selling Securityholder:

     

      
        

      

       

        

      

       

        
          

        

      

      Telephone:                                    
           

      Fax:        
                              

      Contact
        Person:                                

      E-mail
        for
        Contact Person:                  
        

    

     

     

    (3) Beneficial
      Ownership of Securities:

     

    Except
      as set forth below in this Item (3), the undersigned does not beneficially
      own any Securities.

     

    (a)     Principal
      amount of Registrable Securities beneficially owned:                    

              CUSIP
      No(s).
      of such Registrable Securities:                                       

     

    (b)     Principal
      amount of Securities other than Registrable Securities beneficially
      owned:                                  

                                                                                             


     

             
CUSIP
      No(s).
      of such other Securities:                          
                                                                   
      

     

    (c)     Principal
      amount of Registrable Securities that the undersigned wishes to be included
      in
      the Shelf Registration Statement:         

            
CUSIP
      No(s). of such
      Registrable Securities to be included in the Shelf Registration
      Statement:                        

     

    (4) Beneficial
      Ownership of Other Securities of the Company:

     

    Except
      as set forth below in this Item (4), the undersigned Selling Securityholder
      is not the beneficial or registered owner of any other
      securities

            
      of the Company, other than the Securities listed above in
      Item (3).

     

    State
      any
      exceptions here:

     

      
        

      

    

     

      
        

      

    

     

    
      
         

      

      
        A-4

        
          

        

      

      
         

      

    

    
 

    (5) Individuals
      who exercise dispositive powers with respect to the Securities:

     

           If the
      Selling
      Securityholder is not an entity that is required to file reports with the
      Commission pursuant to Section 13 or 15(d) of the Exchange Act (a
“Reporting
      Company”),
      then the Selling Securityholder must disclose the name of the natural person(s)
      who exercise sole or shared dispositive powers with respect to the Securities.
      Selling Securityholders should disclose the beneficial holders, not nominee
      holders or other such others of record. In addition, the Commission has provided
      guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be
      used by analogy when determining the person or persons sharing voting and/or
      dispositive powers with respect to the Securities.

     

    (a) Is
      the
      holder a Reporting Company?

     

    Yes                   No
  

     

    


    If
      “No”,
      please answer Item (5)(b).

     

    
      	 	
              (b)

            	
              List
                below the individual or individuals who exercise dispositive powers
                with
                respect to the Securities:

            


    

     

    Please
      note that the names of the persons listed in (b) above will be included in
      the
      Shelf Registration Statement and related Prospectus.

     

    (6) Relationships
      with the Company:

     

    Except
      as set forth below, neither the Selling Securityholder nor any of its
      affiliates, officers, directors or principal equity holders (5% or more) has
      held any position or office or has had any other material relationship with
      the
      Company (or its predecessors or affiliates) during the past three
      years.

     

    State
      any
      exceptions here:

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

    (7) Plan
      of
      Distribution:

     

    Except
      as set forth below, the undersigned Selling Securityholder intends to distribute
      the Registrable Securities listed above in Item (3) only as follows (if at
      all):
      Such Registrable Securities may be sold from time to time directly by the
      undersigned Selling Securityholder. Such Registrable Securities may be sold
      in
      one or more transactions at fixed prices, at prevailing market prices at the
      time of sale, at varying prices determined at the time of sale, or at negotiated
      prices. Such sales may be effected in transactions (which may involve crosses
      or
      block transactions) (i) on any national securities exchange or quotation service
      on which the Registered Securities 

     

    
      
         

      

      
        A-5

        
          

        

      

      
         

      

    

    may
      be listed or quoted at the time of sale, (ii) in the over-the-counter market,
      (iii) in transactions otherwise than on such exchanges or services or in the
      over-the-counter market, or (iv) through the writing of options. In connection
      with sales of the Registrable Securities or otherwise, the Selling
      Securityholder may enter into hedging transactions with broker-dealers, which
      may in turn engage in short sales of the Registrable Securities in the course
      of
      hedging the positions they assume. The Selling Securityholder may also sell
      Registrable Securities short and deliver Registrable Securities to close out
      such short positions, or loan or pledge Registrable Securities to broker-dealers
      that in turn may sell such securities.

     

    State
      any
      exceptions here:

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

    Note:
      In no event may such method(s) of distribution take the form of an underwritten
      offering of Registrable Securities without the prior written agreement of the
      Company.

    


    (8) Broker-Dealers:

     

    The
      Commission requires that all Selling Securityholders that are registered
      broker-dealers or affiliates of registered broker-dealers be so identified
      in
      the Shelf Registration Statement. In addition, the Commission requires that
      all
      Selling Securityholders that are registered broker-dealers be named as
      underwriters in the Shelf Registration Statement and related Prospectus, even
      if
      they did not receive the Registrable Securities as compensation for underwriting
      activities.

     

    (a) State
      whether the undersigned Selling Securityholder is a registered
      broker-dealer:

     

    Yes                   No               

     

    (b) If
      the
      answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if
      applicable. Your
      answers to (i) and (ii) below, and (iii) below if

        applicable,
      will be included in the Shelf Registration Statement and related
      Prospectus.

     

    
      	 	
              (i)

            	
              Were
                the Securities acquired as compensation for underwriting
                activities?

            


    

     

    Yes             
No    

     

    If
      you
      answered “Yes”, please provide a brief description of the transaction(s) in
      which the Securities were acquired as compensation:

     

      
        

      

    

     

      
        

      

    

     

    
      	 	
              (ii)

            	
              Were
                the Securities acquired for investment
                purposes?

            


    

     

    Yes             
      No    

     

    
      	 	
              (iii)

            	
              If
                you answered “No” to both (i) and (ii), please explain the Selling
                Securityholder’s reason for acquiring the
                Securities:

            


    

     

    
      
        

      

       

        
          

        

      

       

      
        
           

        

        
          A-6

          
            

          

        

        
           

        

      

    

     

    


    (c) State
      whether the undersigned Selling Securityholder is an affiliate of a registered
      broker-dealer and, if so, list the name(s) of the broker-dealer
      affiliate(s):

    
       

            Yes             
        No    

       

    

    
      
        

      

       

        
          

        

      

       

    

    (d) If
      you
      answered “Yes” to question (c) above:

     

    
      	 	
              (i)

            	
              Did
                the undersigned Selling Securityholder purchase Registrable Securities
                in
                the ordinary course of business?

            


    

     

          Yes             
      No    

     

    If
      the
      answer is “No” to question (d)(i), provide a brief explanation of the
      circumstances in which the Selling Securityholder acquired the Registrable
      Securities:

     

    
      
        
          

        

         

          
            

          

        

         

      

    

     

    
      	 	
              (ii)

            	
              At
                the time of the purchase of the Registrable Securities, did the
                undersigned Selling Securityholder have any agreements, understandings
                or
                arrangements, directly or indirectly, with any person to dispose
                of or
                distribute the Registrable
                Securities?

            


    

     

          Yes             
      No    

     

    If
      the
      answer is “Yes” to question (d)(ii), provide a brief explanation of such
      agreements, understandings or arrangements:

     

    
      
        
          

        

         

          
            

          

           

        

      

    

    If
      the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be
      named as an underwriter in the Shelf Registration Statement and the related
      Prospectus.

     

    (9) Hedging
      and short sales:

     

    (a)   State
      whether the
      undersigned Selling Securityholder has or will enter into “hedging transactions”
with respect to the Registrable Securities:

     

     Yes             
      No    

     

    If
“Yes”,
      provide below a complete description of the hedging transactions into which
      the
      undersigned Selling Securityholder has entered or will enter and the purpose
      of
      such hedging transactions, including the extent to which such hedging
      transactions remain in place:

     

    
      
        
          

        

         

          
            

          

           

        

      

    

     

     

    
      
         

      

      
        A-7

        
          

        

      

      
         

      

    

     

     

     

    (b) Set
      forth
      below is Interpretation A.65 of the Commission’s July 1997 Manual of Publicly
      Available Interpretations regarding short selling:

     

    “An
      issuer filed a Form S-3 registration statement for a secondary offering of
      common stock which is not yet effective. One of the selling shareholders wanted
      to do a short sale of common stock “against the box” and cover the short sale
      with registered shares after the effective date. The issuer was advised that
      the
      short sale could not be made before the registration statement becomes
      effective, because the shares underlying the short sale are deemed to be sold
      at
      the time such sale is made. There would, therefore, be a violation of
      Section 5 if the shares were effectively sold prior to the effective
      date.”

     

    By
      returning this Notice and Questionnaire, the
      undersigned Selling Securityholder will be deemed to be aware of the foregoing
      interpretation.

     

    


    *     *     *     *     *

     

    


     

    By
      signing below, the Selling Securityholder acknowledges that it understands
      its
      obligation to comply, and agrees that it will comply, with the provisions of
      the
      Exchange Act, particularly Regulation M (or any successor rule or
      regulation).

     

    The
      Selling Securityholder hereby acknowledges its obligations under the Exchange
      and Registration Rights Agreement to indemnify and hold harmless the Company
      and
      certain other persons as set forth in the Exchange and Registration Rights
      Agreement.

     

    In
      the
      event that the Selling Securityholder transfers all or any portion of the
      Registrable Securities listed in Item (3) above after the date on which
      such information is provided to the Company, the Selling Securityholder agrees
      to notify the transferee(s) at the time of the transfer of its rights and
      obligations under this Notice and Questionnaire and the Exchange and
      Registration Rights Agreement.

     

    By
      signing below, the Selling Securityholder consents to the disclosure of the
      information contained herein in its answers to Items (1) through (9) above
      and the inclusion of such information in the Shelf Registration Statement and
      related Prospectus. The Selling Securityholder understands that such information
      will be relied upon by the Company in connection with the preparation of the
      Shelf Registration Statement and related Prospectus.

     

    In
      accordance with the Selling Securityholder’s obligation under Section 3(d)
      of the Exchange and Registration Rights Agreement to provide such information
      as
      may be required by law for inclusion in the Shelf Registration Statement, the
      Selling Securityholder agrees to promptly notify the Company of any inaccuracies
      or changes in the information provided herein which may occur subsequent to
      the
      date hereof at any time while the Shelf Registration Statement remains in effect
      and to provide such additional information that the Company may reasonably
      request regarding such Selling Securityholder and the intended method of
      distribution of Registrable Securities in order to comply with the Securities
      Act. Except as otherwise provided in the Exchange and Registration Rights
      Agreement, all notices hereunder and pursuant to the 

     

    
      
         

      

      
        A-8

        
          

        

      

      
         

      

    

    Exchange
      and Registration Rights Agreement shall be made in writing, by hand-delivery,
      first-class mail, or air courier guaranteeing overnight delivery as
      follows:

     

    (i) To
      the
      Company:

     

    _________________________

     

    _________________________

     

    _________________________

     

    _________________________

     

    _________________________

     

    (ii) With
      a
      copy to:

     

    _________________________

     

    _________________________

     

    _________________________

     

    _________________________

     

    _________________________

     

    


    Once
      this
      Notice and Questionnaire is executed by the Selling Securityholder and received
      by the Company’s counsel, the terms of this Notice and Questionnaire, and the
      representations and warranties contained herein, shall be binding on, shall
      inure to the benefit of and shall be enforceable by the respective successors,
      heirs, personal representatives, and assigns of the Company and the Selling
      Securityholder (with respect to the Registrable Securities beneficially owned
      by
      such Selling Securityholder and listed in Item (3) above. This Notice and
      Questionnaire shall be governed in all respects by the laws of the State of
      New
      York.

     


    
      
         

      

      
        A-9

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
      Notice and Questionnaire to be executed and delivered either in person or by
      its
      duly authorized agent.

     

    Dated:            

     

             

      
        

      
                  Selling
      Securityholder

                  
(Print/type
      full legal name of
      beneficial owner of Registrable Securities)

     

    


     

                    By:                                                   

                    Name:

                    Title:

     

    


     

    PLEASE
      RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR
      BEFORE [DEADLINE
      FOR RESPONSE]
      TO THE
      COMPANY’S COUNSEL AT:

     

    _________________________

     

    _________________________

     

    _________________________

     

    _________________________

     

    _________________________

     

    


     

    


     

    
 

    
      
        
        

         

      

      
        A-10

        
          

        

      

      
         

        
          
            	 	 


          

          


        

      

    



    Exhibit
      B

     

    NOTICE
      OF
      TRANSFER PURSUANT TO REGISTRATION STATEMENT

     

    Wells
      Fargo Bank, N.A.

    Dollar
      General Corporation 

    c/o
      Wells
      Fargo Bank, N.A.

    Corporate
      Trust Services

    707
      Wilshire Blvd, 17th Floor

    Los
      Angeles, CA 90017

     

    Attention:
      Trust Officer

     

    Re:    Dollar
      General Corporation (the “Company”)

                              
      10.625% Senior
      Notes due 2015

       
      11.875% / 12.625% Senior Subordinated Notes due 2017 

     

    Dear
      Sirs:

     

    Please
      be
      advised that            has
      transferred $    aggregate
      principal amount of the above-referenced Notes pursuant to an
      effective Registration Statement on Form [     ]
      (File
      No. 333-   )
      filed
      by the Company.

     

    We
      hereby
      certify that the prospectus delivery requirements, if any, of the Securities
      Act
      of 1933, as amended, have been satisfied and that the above-named beneficial
      owner of the Notes is named as a “Selling Holder” in the Prospectus dated
[date]
      or in
      supplements thereto, and that the aggregate principal amount of the Notes
      transferred are the Notes listed in such Prospectus opposite such owner’s
      name.

     

    Dated:

     

                    Very
      truly
      yours,

                                    

     

                                                                               

                  (Name)

     

                    By:                          

                  (Authorized
      Signature)

     

    


     

    
 

     

     

     

     

     

     

     

     

    B-1