Tenth Supplemental Indenture, dated July 6, 2007


                                                                                             EXHIBIT
      4.1

    EXECUTION
      VERSION

     

    

      TENTH
        SUPPLEMENTAL INDENTURE, dated as of July 6, 2007, by and among Dollar General
        Corporation, a Tennessee corporation (the “Company”), the guarantors listed on
        the signature pages hereto (the “Guarantors”) and U.S. Bank National
        Association, as trustee (successor to Wachovia Bank, National Association,
        formerly known as First Union National Bank) (the “Trustee”), to the Indenture,
        dated as of dated as of June 21, 2000, as supplemented by the First Supplemental
        Indenture, dated as of July 28, 2000, the Second Supplemental Indenture,
        dated
        as of June 18, 2001, the Third Supplemental Indenture, dated as of June 20,
        2002, the Fourth Supplemental Indenture, dated as of December 11, 2002, the
        Fifth Supplemental Indenture, dated as of May 22, 2003, the Sixth Supplemental
        Indenture, dated as of July 15, 2003, the Seventh Supplemental Indenture,
        dated
        as of May 23, 2005, the Eighth Supplemental Indenture, dated as of July 27,
        2005
        and the Ninth Supplemental Indenture, dated as of August 30, 2006, each among
        the Company, the Guarantors named therein, and the Trustee (the
“Indenture”).

       

      W I T N E S S E T H
        :

       

      WHEREAS,
        the Company, the Guarantors and the Trustee have heretofore executed and
        delivered the Indenture providing for the issuance of 8 5/8%
        Senior
        Notes due 2010 (the “Notes”) of the Company;

       

      WHEREAS,
        there is currently outstanding under the Indenture $200,000,000 in aggregate
        principal amount of the Notes;

       

      WHEREAS,
        the Indenture, among other things, restricts the Company’s ability to incur
        additional indebtedness, to enter into sale-leaseback transactions and to
        create
        certain liens;

       

      WHEREAS,
        Section 9.02 of the Indenture provides that the Company, the Guarantors and
        the
        Trustee may, with the consent of the Holders of at least a majority in principal
        amount of the Notes then outstanding (the “Requisite Consents”), enter into a
        supplemental indenture for the purpose of amending the Indenture;

       

      WHEREAS,
        the Company has offered to purchase for cash all of the outstanding Notes
        (the
“Tender Offer”) upon the terms and subject to the conditions set forth in the
        Offer to Purchase and Consent Solicitation Statement dated June 4, 2007,
        as the
        same may be amended, supplemented or modified (the “Offer to Purchase”), and in
        connection therewith has solicited consents from Holders of the Notes to
        the
        proposed amendments (the “Amendments”) to the Indenture (as described in the
        Offer to Purchase);

       

      WHEREAS,
        the Tender Offer and the effectiveness of the Amendments are conditioned
        upon,
        among other things, obtaining of the Requisite Consents to the Amendments
        by the
        Consent Payment Deadline (as defined in the Offer to Purchase), the execution
        of
        a supplemental indenture providing for the Amendments and consummation of
        the
        other Transactions (as described and defined in the Offer to
        Purchase);

       

      WHEREAS,
        the Company has received and delivered to the Trustee the Requisite Consents
        to
        effect the Amendments under the Indenture; and

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      WHEREAS,
        the Company and the Guarantors have been authorized by a resolution of their
        respective Boards of Directors to enter into this Tenth Supplemental Indenture;
        

       

      NOW,
        THEREFORE, in consideration of the premises and covenants and agreements
        contained herein, and for other good and valuable consideration the receipt
        of
        which is hereby acknowledged, and for the benefit of the Holders of the Notes,
        the Company, the Guarantors and the Trustee hereby agree as
        follows:

       

      ARTICLE
        ONE

       

      Definitions

       

      Section
        1.01  Definitions.

       

      Capitalized
        terms used in this Tenth Supplemental Indenture and not otherwise defined
        herein
        shall have the meanings assigned to such terms in the Indenture.

       

      ARTICLE
        TWO

       

      Amendments
        to the Indenture

       

      Section
        2.01  Amendments

       

      The
        following provisions of the Indenture shall be amended hereby as follows:
        

       

      (a)  Section
        1.01 of the Indenture shall be amended by deleting the following definitions:
        “Attributable Debt,” “Capital Lease,” “Capital Lease Obligations,” “Consolidated
        Net Tangible Assets,” “Funded Debt,” “Intangible Assets,” “Nonrecourse
        Obligation,” “Operating Asset,” Principal Property,” “Secured Debt,” and “Shelf
        Registration Statement”. 

       

      (b)  Section
        1.01 of the Indenture shall be amended by deleting the phrase “;(iv)
        all
        Capital Lease Obligations of such Person; (v) all Contingent Obligations
        of such
        Person;”
in
        the
        definition of “Indebtedness.”

       

      (c)  Section
        1.01 of the Indenture shall be amended by deleting the phrases “if such
        Indebtedness is not permitted to be incurred as of such date under Section
        4.04
        or Section 4.05” , “and such Attributable Debt is permitted under Section 4.04
        and Section 4.05” , “and an incurrence of Attributable Debt” , “(ii) shall not
        designate, or continue the designation, as an Unrestricted Subsidiary any
        Subsidiary that owns more than 5.0% of Consolidated Net Tangible Assets,” , “as
        an Unrestricted Subsidiary any Subsidiary that owns any Principal Property” and
“such Principal Property” in the definition of “Unrestricted
        Subsidiary.”

       

      (d)  Section
        1.02 of the Indenture shall be amended by deleting the following phrases
        and
        associated section cross-references: “Sale and Leaseback Transaction.”


       

      (e)  Section
        4.03 of the Indenture shall be amended by deleting the text of such Section
        in
        its entirety and replacing it with the following text:

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      “Section
        4.02. Reports.

       

      The
        Company shall file with the Trustee copies of such information, documents,
        or
        reports, if any, that are required to be filed pursuant to Section 314(a)(1)
        of
        the TIA.” 

       

      (f)  Section
        4.04 of the Indenture shall be amended by deleting the text of such Section
        in
        its entirety and inserting in lieu thereof the phrase “[intentionally
        omitted]”.

       

      (g)  Section
        4.05 of the Indenture shall be amended by deleting the text of such Section
        in
        its entirety and inserting in lieu thereof the phrase “[intentionally
        omitted]”.

       

      (h)  Section
        4.06 of the Indenture shall be amended by deleting the text of such Section
        in
        its entirety and inserting in lieu thereof the phrase “[intentionally
        omitted]”.

       

      (i)  Section
        4.07 of the Indenture shall be amended by deleting the text of such Section
        in
        its entirety and inserting in lieu thereof the phrase “[intentionally
        omitted]”.

       

      (j)  Section
        5.01 of the Indenture shall be amended by deleting the text of such Section
        in
        its entirety and replacing it with the following text:

       

      “Section
        5.01. When the Company May Merge, Consolidate or Dispose of Assets.

       

      The
        Company shall not consolidate or merge with or into, or transfer all or
        substantially all of its assets to, another Person unless:

       

      (i)
         either
        (A) the Company shall be the surviving Person, or (B) the Person formed by
        or
        surviving any such consolidation or merger (if other than the Company), or
        to
        which any such transfer shall have been made, is a corporation organized
        and
        existing under the laws of the United States, any State thereof or the District
        of Columbia;

       

      (ii)
         the
        surviving Person (if other than the Company) expressly assumes by supplemental
        indenture all the obligations of the Company under the Notes and this Indenture;
        and

       

      (iii)
         the
        Company shall have delivered to the Trustee prior to the proposed transaction
        an
        Officers' Certificate and an Opinion of Counsel, each stating that the proposed
        consolidation, merger or transfer and such supplemental indenture will comply
        with this Indenture.

       

      (k)  Section
        6.01 shall be amended by deleting the text of clauses (iii), (vi), (vii)
        and
        (viii), and inserting in lieu thereof the phrase “[intentionally
        omitted].”

       

      (l)  Section
        6.01 shall be amended by deleting all references to “Restricted Subsidiary” in
        subsections (iv) and (v) thereof.

       

      (m)  
        Section
        8.01(b) shall be amended by deleting the sentence “If the Company exercises its
        covenant defeasance option, payment of the Notes may not be accelerated because
        of an Event of Default specified in Section 6.01(iii).” 

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      (n)  To
        the
        extent not expressly deleted pursuant to the amendments set forth in Subsections
        (a) through (m) of this Section 2.01, (i) all references made to a deleted
        provision of the Indenture in the Indenture or the Notes hereby are deleted
        in
        their entirety, and (b) any definitions used exclusively in the provisions
        of
        the Indenture deleted pursuant to the amendments set forth in Subsections
        (a)
        through (m) of this Section 2.01 hereby are deleted in their entirety from
        the
        Indenture.

       

      ARTICLE
        THREE

       

      Miscellaneous

       

      Section
        3.01  Effectiveness
        of the Tenth Supplemental Indenture

       

      (a)  This
        Tenth Supplemental Indenture is entered into pursuant to and consistent with
        Section 9.02 of the Indenture.

       

      (b)  
        This
        Tenth Supplemental Indenture shall become effective and binding on the Company,
        the Guarantors and the Trustee and the holders of the Notes upon the execution
        and delivery of this Tenth Supplemental Indenture by the parties hereto,
        and the
        Amendments will become operative immediately prior to the Merger (as defined
        in
        the Offer to Purchase) provided that all validly tendered Notes are accepted
        for
        payment pursuant to the Tender Offer upon consummation of the Merger (as
        defined
        in the Offer to Purchase).

       

      Section
        3.02  Continuing
        Effect of Indenture.

       

      Except
        as
        expressly provided herein, all of the terms, provisions and conditions of
        the
        Indenture and the Notes outstanding thereunder shall remain in full force
        and
        effect.

       

      Section
        3.03  Construction
        of Tenth Supplemental Indenture.

       

      This
        Tenth Supplemental Indenture is executed as and shall constitute an indenture
        supplemental to the Indenture and shall be construed in connection with and
        as
        part of the Indenture. 

       

      Section
        3.04  Trust
        Indenture Act Controls.

       

      If
        any
        provision of this Tenth Supplemental Indenture limits, qualifies or conflicts
        with another provision of this Tenth Supplemental Indenture or the Indenture
        that is required to be included by the Trust Indenture Act of 1939, as amended,
        as in force at the date this Tenth Supplemental Indenture is executed, the
        provision required by said Act shall control.

       

      Section
        3.05  Trustee
        Disclaimer.

       

      The
        recitals contained in this Tenth Supplemental Indenture shall be taken as
        the
        statements of the Company, and the Trustee assumes no responsibility for
        their
        correctness. The Trustee makes no representations as to the validity or
        sufficiency of this Tenth Supplemental Indenture.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      Section
        3.06  Governing
        Law.
        THIS
        TENTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED
        IN
        ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
        MADE
        AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
        OF
        CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
        JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
        ARISING OUT OF OR RELATING TO THIS TENTH SUPPLEMENTAL INDENTURE OR THE
        NOTES.

       

      Section
        3.07  Counterparts.

       

      This
        Tenth Supplemental Indenture may be executed in any number of counterparts,
        each
        of which so executed shall be deemed to be an original, but all such
        counterparts shall together constitute but one and the same
        instrument.

       

       

       

       

       

       

       

       

       

       

       

       

       

       


      
        
           

           

        

        
          5

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental
        Indenture to be duly executed as of the day and year first above
        written.

       

              DOLLAR
        GENERAL
        CORPORATION

       

              By:
/s/
        Wade Smith___________________

              Name:
        Wade Smith

              Title:
        Vice President and Treasurer

       

       

              U.S.
        BANK NATIONAL
        ASSOCIATION, as Trustee

       

       

              By:
/s/
        Donna L. Williams______________    

                                                  Name:
        Donna L.
        Williams

                                                  Title:Vice
        President

       

       

       

       

       

       

       

       


      
        
           

           

        

        
          6

          
            

          

        

        
           

        

      


      


       

                        Guarantors:

      


      


                      
DG
        RETAIL
        LLC

      


                      By:
        Dollar General
        Corporation, its managing    

                      member

      


                      By:
/s/
        Wade Smith                 

                                                Name:
        Wade Smith

                                                Title:
        Vice President and
        Treasurer

       

                      DOLGENCORP,
        INC.

      


                      By:
/s/
        Wade Smith ____________________      

                      Name:
        Wade
        Smith

                      Title:
        Treasurer

      


                      ASHLEY
        RIVER
        INSURANCE CO.

      


      


                      By: /s/
        Wade Smith_____________________

                     
        Name: Wade Smith

                                       
        Title: Treasurer

      


                      DOLLAR
        GENERAL
        INVESTMENT, INC.

      


                      By:
/s/
        Wade Smith_____________________

                     
        Name: Wade Smith

                                       
        Title: Treasurer

      


      


                      DOLGENCORP
        OF TEXAS,
        INC.

      


                      By:
/s/
        Wade Smith______________________ 

                    
Name:
        Wade Smith

                                      
        Title: Treasurer

      


      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      


      


      


      


                      DG
        TRANSPORTATION
        INC.

      


                      By:
/s/
        Wade Smith
        ______________________

                     
        Name: Wade Smith

                                       
        Title: Treasurer

      


      


                      DOLLAR
        GENERAL
        MERCHANDISING, INC.

                      f/k/a
        Lonestar
        Administrative Services, Inc.

      


      


                      By: /s/
        Wade Smith______________________

                                      
        Name: Wade Smith

                                      
        Title: Treasurer

      


                      DG
        PROMOTIONS, INC.


                      f/k/a
        Nations Title
        Company, Inc.

      


                                             
        By: /s/
        Wade Smith _____________________

                                       
        Name: Wade Smith

                                       
        Title: Treasurer

      


      


                      DOLGENCORP
        OF NEW
        YORK, INC.

      


                      By:
/s/
        Wade Smith______________________

                                       
        Name: Wade Smith

                                       
        Title: Treasurer

      


                      DG
        LOGISTICS
        LLC

      


                      By:
        DG Transportation
        Inc., its sole member

      


                      By:
/s/
        Wade Smith______________________

                                        Name:
        Wade Smith

                                       
        Title: Treasurer

      


      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      


       

      


                      DOLLAR
        GENERAL
        PARTNERS

      


                      By:
        Dollar General
        Corporation, a general partner

      


                      By:
/s/
        Wade Smith______________________  

                                      
        Name: Wade Smith

                                      
        Title: Vice President and Treasurer

      


      


                      By:
        Dollar General
        Merchandising, Inc., a general

                                         
            partner

      


                      By:
/s/
        Wade Smith______________________
        

                     
        Name: Wade Smith 

                                       
        Title: Treasurer

      


                      DGC
        HOLDINGS,
        LLC

      


                      By:
        Dollar General
        Corporation, its sole member

      


                                              
        By: /s/
        Wade Smith______________________ 

                     
        Name: Wade Smith

                                       
        Title: Vice President and Treasurer

      


      


                      DGC
        PROPERTIES
        LLC

      


                      By:
        Dolgencorp, Inc.,
        its Managing Member

      


                      By:
/s/
        Wade
        Smith                  

                     
        Name: Wade Smith

                                       
        Title: Treasurer

      


                      SOUTH
        BOSTON
        HOLDINGS, INC.

      


      


                      By:
/s/
        Wade Smith_____________________________
         

                                       
        Name: Wade Smith

                                       
        Title: Treasurer

      


      


      


      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      


      


      


                     DGC
        PROPERTIES OF KENTUCKY,
        LLC

      


                          By:
        Dollar General
        Partners, its Sole Member

       

                                             
        By: /s/
        Wade Smith_________________________  

                                      
        Name: Wade Smith

                                      
        Title: Treasurer

      


                          By:
        Dolgencorp, Inc.,
        its Managing Member

      


                                            
        By: /s/
        Wade Smith__________________________
         

                                      
        Name: Wade Smith

                                       Title:
        Treasurer

      


                      DOLLAR
        GENERAL GLOBAL
        SOURCING LIMITED

      


      


                      By:
/s/
        Wade Smith_________________________ 

                  Name:
        Wade
        Smith

                                      
        Title: Treasurer

      


                      SUN-DOLLAR,
        L.P.

      


                      By:
        South Boston
        Holdings, Inc., its general partner

      


      


                      By:
/s/
        Wade Smith_________________________  

                                      
        Name: Wade Smith

                                      
        Title: Treasurer

      


                      By:
        Dolgencorp, Inc.,
        its limited partner

      


                      By:
/s/
        Wade Smith                      

                         
                Name:
        Wade Smith

                           
        Title: Treasurer

       

       

       

       

       

      10