Security Agreement, dated as of July 6, 2007, among Dollar General Corporation
      and certain domestic subsidiaries of Dollar General Corporation, as Grantors,
      and Citigroup North America, Inc., as Collateral Agent.


     

    EXHIBIT
      4.4


    SECURITY
      AGREEMENT

     

    THIS
      SECURITY AGREEMENT dated as of July 6, 2007, among Dollar General Corporation,
      a
      Tennessee corporation (the “Borrower”),
      each
      of the Subsidiaries of the Borrower listed on the signature pages hereto or
      that
      becomes a party hereto pursuant to Section 8.13 (each such entity being a
“Subsidiary
      Grantor”
and,
      collectively, the “Subsidiary
      Grantors”;
      the
      Subsidiary Grantors and the Borrower are referred to collectively as the
“Grantors”),
      and
      Citicorp North America, Inc. (“Citicorp”),
      as
      Collateral Agent (in such capacity, the “Collateral
      Agent”)
      under
      the Credit Agreement (as defined below) for the benefit of the Secured
      Parties.

     

    W I T N E S S E T H
      :

     

    WHEREAS,
      reference is made to that certain Credit Agreement, dated as of the date hereof,
      (as the same may be amended, restated, supplemented or otherwise modified,
      refinanced or replaced from time to time, the “Credit
      Agreement”)
      among
      the Borrower, the lenders or other financial institutions or entities from
      time
      to time party thereto (the “Lenders”),
      and
      Citicorp North America, Inc., as Administrative Agent and Collateral Agent;
      

     

    WHEREAS,
      (a) pursuant to the Credit Agreement, among other things, the Lenders have
      severally agreed to make Loans to the Borrower upon the terms and subject to
      the
      conditions set forth therein and (b) one or more Hedge Banks may from time
      to
      time enter into Secured Hedge Agreements with the Borrower and/or its
      Subsidiaries;

     

    WHEREAS,
      pursuant to the Guarantee, dated as of the date hereof (as amended, restated,
      supplemented or otherwise modified from time to time, the “Guarantee”),
      each
      Subsidiary Grantor has agreed to unconditionally and irrevocably guarantee,
      as
      primary obligor and not merely as surety, to the Secured Parties, the prompt
      and
      complete payment and performance when due (whether at the stated maturity,
      by
      acceleration or otherwise) of the Obligations (as defined below);

     

    WHEREAS,
      each Subsidiary Grantor is a Guarantor;

     

    WHEREAS,
      the proceeds of the Loans will be used in part to enable the Borrower to make
      valuable transfers to the Subsidiary Grantors in connection with the operation
      of their respective businesses;

     

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

     

    WHEREAS,
      it is a condition precedent to the obligation of the Lenders to make the Loans
      to the Borrower under the Credit Agreement that the Grantors shall have executed
      and delivered this Security Agreement to the Collateral Agent for the ratable
      benefit of the Secured Parties;

     

    NOW,
      THEREFORE, in consideration of the premises and to induce the Administrative
      Agent, the Collateral Agent and the Lenders to enter into the Credit Agreement
      and to induce the Lenders to make the Loans to the Borrower under the Credit
      Agreement and to induce one or more Lenders or affiliates of Lenders to enter
      into Secured Hedge Agreements with the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Borrower
        and/or its Subsidiaries, the Grantors hereby agree with the Collateral Agent,
        for the benefit of the Secured Parties, as follows:

    

     

    1.  Defined
      Terms.

     

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

     

    (b)  Terms
      used herein without definition that are defined in the UCC have the meanings
      given to them in the UCC, and if defined in more than one article of the UCC
      shall have the meanings set forth in Article 9 thereof, including the following
      terms (which are capitalized herein): Account, Chattel Paper, Commodity
      Contract, Deposit Accounts, Documents, Instruments, Inventory, Letter-of-Credit
      Right, Security Entitlement, Supporting Obligation and Tangible Chattel
      Paper.

     

    (c)  The
      following terms shall have the following meanings:

     

    “Collateral”
shall
      have the meaning provided in Section 2.

     

    “Collateral
      Account”
shall
      mean any collateral account established by the Collateral Agent as provided
      in
      Section 5.1 or Section 5.3.

     

    “Collateral
      Agent”
shall
      have the meaning provided in the preamble to this Security
      Agreement.

     

    “Control”
shall
      mean “control,” as such term is defined in Section 9-104 or 9-106, as
      applicable, of the UCC.

     

    “Copyright
      License”
shall
      mean any written agreement, now or hereafter in effect, granting any right
      to
      any third party under any copyright now or hereafter owned by any Grantor
      (including all Copyrights) or that any Grantor otherwise has the right to
      license, or granting any right to any Grantor under any copyright now or
      hereafter owned by any third party, and all rights of any Grantor under any
      such
      agreement, including those listed on Schedule
      1.

     

    “Copyrights”
shall
      mean, with respect to any Person, all of the following now owned or hereafter
      acquired by such Person: (i) all copyright rights in any work subject to the
      copyright laws of the United States or any other country or group of countries,
      whether as author, assignee, transferee or otherwise and (ii) all registrations
      and applications for registration of any such copyright in the United States
      or
      any other country or group of countries, including registrations, recordings,
      supplemental registrations and pending applications for registration in the
      United States Copyright Office, including those listed on Schedule
      2.

     

    “equipment”
shall
      mean all “equipment,” as such term is defined in Article 9 of the UCC, now or
      hereafter owned by any Grantor or to which any Grantor has rights and, in any
      event, shall include all machinery, equipment, furnishings, movable trade
      fixtures and vehicles now or hereafter owned by any Grantor or to which any
      Grantor has rights and any and all Proceeds, additions, substitutions and
      replacements of any of the foregoing, wherever located, together with all
      attachments, components, parts, equipment and accessories installed thereon
      or


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
affixed
        thereto; but excluding equipment to the extent it is subject to a Lien,
        permitted by the Credit Agreement and the terms of the Indebtedness secured
        by
        such Lien prohibit assignment of, or granting of a security interest in,
        such
        Grantor’s rights and interests therein (other than to the extent that any such
        prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407,
        9-408 or 9-409 of the UCC (or any successor provision or provisions) of any
        relevant jurisdiction or any other applicable law), provided,
        that
        immediately upon the repayment of all Indebtedness secured by such Lien,
        such
        Grantor shall be deemed to have granted a Security Interest in all the rights
        and interests with respect to such equipment.

    

     

    “General
      Intangibles”
shall
      mean all “general intangibles” as such term is defined in Article 9 of the UCC
      and, in any event, including with respect to any Grantor, all contracts,
      agreements, instruments and indentures in any form, and portions thereof, to
      which such Grantor is a party or under which such Grantor has any right, title
      or interest or to which such Grantor or any property of such Grantor is subject,
      as the same may from time to time be amended, supplemented or otherwise
      modified, including (a) all rights of such Grantor to receive moneys due and
      to
      become due to it thereunder or in connection therewith, (b) all rights of such
      Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee
      with respect thereto, (c) all claims of such Grantor for damages arising out
      of
      any breach of or default thereunder and (d) all rights of such Grantor to
      terminate, amend, supplement, modify or exercise rights or options thereunder,
      to perform thereunder and to compel performance and otherwise exercise all
      remedies thereunder, in each case to the extent the grant by such Grantor of
      a
      Security Interest pursuant to this Security Agreement in its right, title and
      interest in any such contract, agreement, instrument or indenture (i) is not
      prohibited by such contract, agreement, instrument or indenture without the
      consent of any other party thereto, (ii) would not give any other party to
      any
      such contract, agreement, instrument or indenture the right to terminate its
      obligations thereunder or (iii) is permitted with consent if all necessary
      consents to such grant of a Security Interest have been obtained from the other
      parties thereto (other than to the extent that any such prohibition or consent
      requirement referred to in clauses (i), (ii) and (iii) would be rendered
      ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9 409 of the Uniform
      Commercial Code (or any successor provision or provisions) of any relevant
      jurisdiction or any other applicable law) (it being understood that the
      foregoing shall not be deemed to obligate such Grantor to obtain such consents),
      provided
      that the
      foregoing limitation shall not affect, limit, restrict or impair the grant
      by
      such Grantor of a Security Interest pursuant to this Security Agreement in
      any
      Account or any money or other amounts due or to become due under any such
      contract, agreement, instrument or indenture.

     

    “Grantor”
shall
      have the meaning assigned to such term in the recitals hereto.

     

    “Intellectual
      Property”
shall
      mean all of the following now owned or hereafter created or acquired by any
      Grantor: (A) all Copyrights, Trademarks and Patents, and (B) all rights,
      priorities and privileges relating to intellectual property, whether arising
      under United States, multinational or foreign laws or otherwise now owned or
      hereafter acquired, including (a) all information used or useful arising from
      the business including all goodwill, trade secrets, trade secret rights,
      know-how, customer lists, processes of production, ideas, confidential business
      information, techniques, processes, formulas and all other proprietary
      information, and (b) rights, priorities and privileges relating to the foregoing
      and the Licenses and all rights to sue at law or in equity for any past, present
      or future infringement, misappropriation, dilution or other 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
impairment
        thereof, including the right to receive all proceeds and damages therefrom,
        in
        each case to the extent the grant by such Grantor of a Security Interest
        pursuant to this Security Agreement in any such rights, priorities and
        privileges relating to intellectual property (i) is not prohibited by any
        contract, agreement or other instrument governing such rights, priorities
        and
        privileges without the consent of any other party thereto, (ii) would not
        give
        any other party to any such contract, agreement or other instrument the right
        to
        terminate its obligations thereunder or (iii) is permitted with consent if
        all
        necessary consents to such grant of a Security Interest have been obtained
        from
        the relevant parties (other than to the extent that any such prohibition
        or
        consent requirement referred to in clauses (i), (ii) and (iii) would be rendered
        ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC
        (or any
        successor provision or provisions) of any relevant jurisdiction or any other
        applicable law) (it being understood that the foregoing shall not be deemed
        to
        obligate such Grantor to obtain such consents).

    

     

    “Intercreditor
      Agreement”
shall
      have the meaning provided in Section 8.15.

     

    “Investment
      Property”
shall
      mean all Securities (whether certificated or uncertificated), Security
      Entitlements and Commodity Contracts of any Grantor (other than (i) as pledged
      pursuant to the Pledge Agreement and (ii) solely with respect to the
      Obligations, any Stock or Stock Equivalents of any Foreign Subsidiary in excess
      of 65% of the outstanding class of such Stock or Stock Equivalents), whether
      now
      or hereafter acquired by any Grantor, except, in each case, to the extent the
      grant by a Grantor of a Security Interest therein pursuant to this Security
      Agreement in its right, title and interest in any such Investment Property
      (i)
      is prohibited by any contract, agreement, instrument or indenture governing
      such
      Investment Property without the consent of any other party thereto unless such
      consent has been expressly obtained, or (ii) would give any other party to
      any
      such contract, agreement, instrument or indenture the right to terminate its
      obligations thereunder (other than to the extent that any such prohibition
      referred to in clauses (i) and (ii) would be rendered ineffective pursuant
      to
      Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision
      or
      provisions) of any relevant jurisdiction or any other applicable law) (it being
      understood that the foregoing shall not be deemed to obligate any Grantor to
      seek or obtain any such consents referred to in clauses (i) or (ii)
      above).

     

    “License”
shall
      mean any Patent License, Trademark License, Copyright License or other license
      or sublicense to which any Grantor is a party.

     

    “Patent
      License”
shall
      mean any written agreement, now or hereafter in effect, granting to any third
      party any right to make, use or sell any invention on which a patent, now or
      hereafter owned by any Grantor (including all Patents) or that any Grantor
      otherwise has the right to license, is in existence, or granting to any Grantor
      any right to make, have made, use, import or sell any invention on which a
      Patent, now or hereafter owned by any third party, is in existence, and all
      rights of any Grantor under any such agreement, including those listed on
Schedule
      3.

     

    “Patents”
shall
      mean, with respect to any Person, all of the following now owned or hereafter
      acquired by such Person: (a) all letters patent of the United States or the
      equivalent thereof in any other country, all registrations and recordings
      thereof, and all applications for letters patent of the United States or the
      equivalent thereof in any other country, including registrations, recordings
      and
      pending applications in the United States Patent and Trademark Office or


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
any
        similar offices in any other country, and (b) all reissues, continuations,
        divisions, continuations-in-part, renewals or extensions thereof, and the
        inventions disclosed or claimed therein, including the right to make, have
        made,
        use, import and/or sell the inventions disclosed or claimed therein, including
        those listed on Schedule
        4.

    

     

    “Proceeds”
shall
      mean all “proceeds” as such term is defined in Article 9 of the UCC and, in any
      event, shall include with respect to any Grantor, any consideration received
      from the sale, exchange, license, lease or other disposition of any asset or
      property that constitutes Collateral, any value received as a consequence of
      the
      possession of any Collateral and any payment received from any insurer or other
      Person or entity as a result of the destruction, loss, theft, damage or other
      involuntary conversion of whatever nature of any asset or property that
      constitutes Collateral, and shall include (a) all cash and negotiable
      instruments received by or held on behalf of the Collateral Agent, (b) any
      claim
      of any Grantor against any third party for (and the right to sue and recover
      for
      and the rights to damages or profits due or accrued arising out of or in
      connection with) (i) past, present or future infringement of any Patent now
      or
      hereafter owned by any Grantor, or licensed under a Patent License, (ii) past,
      present or future infringement or dilution of any Trademark now or hereafter
      owned by any Grantor or licensed under a Trademark License or injury to the
      goodwill associated with or symbolized by any Trademark now or hereafter owned
      by any Grantor, (iii) past, present or future breach of any License (iv) past,
      present or future infringement of any Copyright now or hereafter owned by any
      Grantor or licensed under a Copyright License, and (v) past, present or future
      misappropriation of any trade secret now or hereafter owned by any Grantor
      and
      (c) any and all other amounts from time to time paid or payable under or in
      connection with any of the Collateral.

     

    “Revolving
      Credit Collateral”
shall
      have the meaning given such term by the Intercreditor Agreement.

     

    “Security
      Agreement”
shall
      mean this Security Agreement, as the same may be amended, supplemented or
      otherwise modified from time to time.

     

    “Security
      Interest”
shall
      have the meaning provided in Section 2.

     

    “Trademark
      License”
shall
      mean any written agreement, now or hereafter in effect, granting to any third
      party any right to use any trademark now or hereafter owned by any Grantor
      (including any Trademark) or that any Grantor otherwise has the right to
      license, or granting to any Grantor any right to use any trademark now or
      hereafter owned by any third party, and all rights of any Grantor under any
      such
      agreement, including those listed on Schedule
      5.

     

    “Trademarks”
shall
      mean, with respect to any Person, all of the following now owned or hereafter
      acquired by such Person: (i) all trademarks, service marks, trade names,
      corporate names, company names, business names, fictitious business names,
      trade
      styles, trade dress, logos, other source or business identifiers, designs and
      general intangibles of like nature, now existing or hereafter adopted or
      acquired, all registrations and recordings thereof (if any), and all
      registration and recording applications filed in connection therewith, including
      registrations and registration applications in the United States Patent and
      Trademark Office or any similar offices in any State of the United States or
      any
      other country or any political subdivision 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
thereof,
        and all extensions or renewals thereof, (ii) all goodwill associated therewith
        or symbolized thereby and (iii) all other assets, rights and interests that
        uniquely reflect or embody such goodwill, including those listed on Schedule
        6
        hereto.

    

     

    “UCC”
shall
      mean the Uniform Commercial Code as from time to time in effect in the State
      of
      New York; provided,
      however,
      that,
      in the event that, by reason of mandatory provisions of law, any of the
      attachment, perfection or priority of the Collateral Agent’s and the Secured
      Parties’ security interest in any Collateral is governed by the Uniform
      Commercial Code as in effect in a jurisdiction other than the State of New
      York,
      the term “UCC”
shall
      mean the Uniform Commercial Code as in effect in such other jurisdiction for
      purposes of the provisions hereof relating to such attachment, perfection or
      priority and for purposes of definitions related to such
      provisions.

     

    (d)  The
      words
“hereof”, “herein”, “hereto” and “hereunder” and words of similar import when
      used in this Security Agreement shall refer to this Security Agreement as a
      whole and not to any particular provision of this Security Agreement, and
      Section, subsection, clause and Schedule references are to this Security
      Agreement unless otherwise specified. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
      limitation”.

     

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

     

    (f)  Where
      the
      context requires, terms relating to the Collateral or any part thereof, when
      used in relation to a Grantor, shall refer to such Grantor’s Collateral or the
      relevant part thereof.

     

    (g)  References
      to “Lenders” in this Security Agreement shall be deemed to include affiliates of
      any Lender that may from time to time enter into Secured Hedge Agreements with
      the Borrower and/or its Subsidiaries.

     

    2.  Grant
      of Security Interest.

     

    (a)  Each
      Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges,
      hypothecates and transfers to the Collateral Agent, for the ratable benefit
      of
      the Secured Parties, and grants to the Collateral Agent, for the ratable benefit
      of the Secured Parties, a lien on and security interest in (the “Security
      Interest”),
      all
      of its right, title and interest in, to and under all of the following property
      now owned or at any time hereafter acquired by such Grantor or in which such
      Grantor now has or at any time in the future may acquire any right, title or
      interest (collectively, the “Collateral”),
      as
      collateral security for the prompt and complete payment and performance when
      due
      (whether at the stated maturity, by acceleration or otherwise) of the
      Obligations:

     

    (i)  all
      Accounts;

     

    (ii)  all
      Chattel Paper;

     

    (iii)  all
      Documents;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iv)  all
      equipment;

     

    (v)  all
      General Intangibles;

     

    (vi)  all
      Instruments;

     

    (vii)  all
      Intellectual Property;

     

    (viii)  all
      Inventory;

     

    (ix)  all
      Investment Property;

     

    (x)  all
      Letters of Credit and Letter-of-Credit Rights;

     

    (xi)  all
      Supporting Obligations;

     

    (xii)  all
      Collateral Accounts;

     

    (xiii)  all
      books
      and records pertaining to the Collateral;

     

    (xiv)  the
      extent not otherwise included, all Proceeds and products of any and all of
      the
      foregoing;

     

    provided,
      (x) the
      Collateral for any Obligations shall not include any Excluded Stock and Stock
      Equivalents with respect to such Obligations, (y) that none of the items
      included in clauses (i) through (xiv) above shall constitute Collateral to
      the
      extent (and only to the extent) that the grant of the Security Interest therein
      would violate any Requirement of Law applicable to such Collateral (other than
      to the extent that any such Requirement of Law would be rendered ineffective
      pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
      provision or provisions) of any relevant jurisdiction or any other applicable
      law) and (z) the Collateral shall not include any “intent-to-use” Trademark
      application prior to the filing of and acceptance by the United States Patent
      and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with
      respect thereto, to the extent, if any, that, solely during the period, if
      any,
      in which the grant of a security interest therein would impair the validity
      or
      enforceability of any registration issuing from such “intent-to-use” Trademark
      application under applicable federal law.

     

    (b)  Each
      Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates,
      counsel and other representatives, at any time and from time to time, to file
      or
      record financing statements, amendments to financing statements and, with notice
      to the Borrower, and other filing or recording documents or instruments with
      respect to the Collateral in such form and in such offices as the Collateral
      Agent reasonably determines appropriate to perfect the Security Interests of
      the
      Collateral Agent under this Security Agreement, and such financing statements
      and amendments may describe the Collateral covered thereby as “all assets”, “all
      personal property” or words of similar effect. Each Grantor hereby also
      authorizes the Collateral Agent and its Affiliates, counsel and other
      representatives, at any time and from time to time, to file continuation
      statements with respect to previously filed financing statements. A photographic
      or other reproduction of this Security Agreement shall be sufficient as a
      financing statement or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
other
        filing or recording document or instrument for filing or recording in any
        jurisdiction to the Collateral Agent. 

    

     

    Each
      Grantor hereby agrees to provide to the Collateral Agent, promptly upon request,
      any information reasonably necessary to effectuate the filings or recordings
      authorized by this Section 2(b) including the Intellectual Property filings
      referred to below.

     

    The
      Collateral Agent is further authorized to file with the United States Patent
      and
      Trademark Office or United States Copyright Office (or any successor office
      or
      any similar office in any other country) such documents as may be necessary
      or
      advisable for the purpose of perfecting, confirming, continuing, enforcing
      or
      protecting the Security Interest granted hereunder by each Grantor, without
      the
      signature of any Grantor, and naming any Grantor or the Grantors as debtors
      and
      the Collateral Agent, as the case may be, as secured party provided that at
      the
      reasonable request of the Collateral Agent each Grantor agrees to execute any
      such documents to be so filed.

     

    The
      Security Interests are granted as security only and shall not subject the
      Collateral Agent or any other Secured Party to, or in any way alter or modify,
      any obligation or liability of any Grantor with respect to or arising out of
      the
      Collateral.

     

    3.  Representations
      and Warranties.

     

    Each
      Grantor hereby represents and warrants to the Collateral Agent and each Secured
      Party on the date hereof:

     

    3.1  Title;
      No Other Liens.
      Except
      for (a) the Security Interest granted to the Collateral Agent for the benefit
      of
      the Secured Parties pursuant to this Security Agreement, (b) the Liens permitted
      by the Credit Agreement and (c) any Liens securing Indebtedness which is no
      longer outstanding or any Liens with respect to commitments to lend which have
      been terminated, such Grantor owns each item of the Collateral free and clear
      of
      any and all Liens or claims of others. No security agreement, financing
      statement or other public notice with respect to all or any part of the
      Collateral that evidences a Lien securing any material Indebtedness is on file
      or of record in any public office, except such as (i) have been filed in favor
      of the Collateral Agent for the ratable benefit of the Secured Parties pursuant
      to this Security Agreement or (ii) are permitted by the Credit
      Agreement.

     

    3.2  Perfected
      First Priority Liens.

     

    (a)  This
      Security Agreement is effective to create in favor of the Collateral Agent,
      for
      its benefit and for the benefit of the Secured Parties, legal, valid and
      enforceable Security Interests in the Collateral, subject to the effects of
      bankruptcy, insolvency or similar laws affecting creditors’ rights generally and
      general equitable principles.

     

    (b)  Subject
      to the limitations set forth in clause (c) of this Section 3.2, the Security
      Interests granted pursuant to this Security Agreement (i) will constitute valid
      and perfected Security Interests in the Collateral (as to which perfection
      may
      be obtained by the filings or other actions described in clause (A), (B) or
      (C)
      of this paragraph) in favor of the Collateral Agent, for the ratable benefit
      of
      the Secured Parties, as collateral security for the Obligations, upon (A) the
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
filing
        in
        the applicable filing offices listed on Schedule I hereto of all financing
        statements, in each case, naming each Grantor as “debtor” and the Collateral
        Agent as “secured party” and describing the Collateral, (B) delivery to the
        Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated
        Securities and negotiable Documents in each case, properly endorsed for transfer
        in blank and (C) completion of the filing, registration and recording of
        a fully
        executed agreement in the form hereof (or a supplement hereto) and containing
        a
        description of all Collateral constituting Intellectual Property in the United
        States Patent and Trademark Office (or any successor office) within the three
        month period (commencing as of the date hereof) or, in the case of Collateral
        constituting Intellectual Property acquired after the date hereof, thereafter
        pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations
        thereunder with respect to United States Patents and United States registered
        Trademarks and in the United States Copyright Office (or any successor office)
        within the one month period (commencing as of the applicable date of acquisition
        or filing) or, in the case of Collateral constituting Intellectual Property
        acquired after the date hereof, thereafter with respect to United States
        registered Copyrights pursuant to 17 USC § 205 and the regulations
        thereunder as soon as reasonably practicable, and otherwise as may be required
        pursuant to the laws of any other necessary jurisdiction to the extent that
        a
        security interest may be perfected by such filings, registrations and
        recordings, and (ii) are prior to all other Liens on the Collateral other
        than
        Liens permitted pursuant to Section 10.2 of the Credit
        Agreement.

    

     

    (c)  Notwithstanding
      anything to the contrary herein, no Grantor shall be required to perfect the
      Security Interests granted by this Security Agreement (including Security
      Interests in cash, cash accounts and Investment Property) by any means other
      than by (i) filings pursuant to the Uniform Commercial Code of the relevant
      State(s), (ii) filings in the United States Patent and Trademark Office, United
      States Copyright Office, or successor offices, that are necessary or advisable
      for the purpose of perfecting, confirming, enforcing, or protecting the Security
      Interests granted in certain Intellectual Property and (iii) delivery to the
      Collateral Agent (or its bailee) to be held in its possession of all Collateral
      consisting of Tangible Chattel Paper, Instruments or any Certificated Securities
      with a fair market value in excess of $1,500,000 individually.

     

    (d)  It
      is
      understood and agreed that the Security Interests in cash and Investment
      Property created hereunder shall not prevent the Grantors from using such assets
      in the ordinary course of their respective businesses.

     

    3.3  Grantor
      Information.
      

     

    Schedule
      II hereto sets forth under the appropriate headings as of the Closing Date:
      (1)
      the full legal name of such Grantor, (2) to the knowledge of the Grantor, all
      trade names or other names under which such Grantor currently conducts business,
      (3) the type of organization of such Grantor, (4) the jurisdiction of
      organization of such Grantor, (5) its organizational identification number,
      if
      any, and (6) the jurisdiction where the chief executive office of such Grantor
      is located. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.  Covenants.

     

    Each
      Grantor hereby covenants and agrees with the Collateral Agent and the Secured
      Parties that, from and after the date of this Security Agreement until the
      Obligations (except for contingent indemnification obligations in respect of
      which a claim has not yet been made) are paid in full and the Commitments are
      terminated:

     

    4.1  Maintenance
      of Perfected Security Interest; Further Documentation.

     

    (a)  Such
      Grantor shall maintain the Security Interest created by this Security Agreement
      as a perfected Security Interest having at least the priority described in
      Section 3.1 and shall defend such Security Interest against the claims and
      demands of all Persons whomsoever, in each case subject to Section
      3.2(c).

     

    (b)  Such
      Grantor will furnish to the Collateral Agent and the Lenders from time to time
      statements and schedules further identifying and describing the assets and
      property of such Grantor and such other reports in connection therewith as
      the
      Collateral Agent may reasonably request.

     

    (c)  Subject
      to clause (d) below and Section 3.2(c), each Grantor agrees that at any time
      and
      from time to time, at the expense of such Grantor, it will execute any and
      all
      further documents, financing statements, agreements and instruments, and take
      all such further actions (including the filing and recording of financing
      statements and other documents, including all applicable documents required
      under Section 3.2(b)(C)), which may be required under any applicable law, or
      which the Collateral Agent or the Required Lenders may reasonably request,
      in
      order (i) to grant, preserve, protect and perfect the validity and priority
      of
      the Security Interests created or intended to be created hereby or (ii) to
      enable the Collateral Agent to exercise and enforce its rights and remedies
      hereunder with respect to any Collateral, including the filing of any financing
      or continuation statements under the Uniform Commercial Code in effect in any
      jurisdiction with respect to the Security Interests created hereby and all
      applicable documents required under Section 3.2(b)(C), all at the expense of
      such Grantor. 

     

    (d)  Notwithstanding
      anything in this Section 4.1 to the contrary, (i) with respect to any assets
      created or acquired by such Grantor after the date hereof that are required
      by
      the Credit Agreement to be subject to the Lien created hereby or (ii) with
      respect to any Person that, subsequent to the date hereof, becomes a Subsidiary
      that is required by the Credit Agreement to become a party hereto, the relevant
      Grantor after the acquisition or creation thereof shall promptly take all
      actions required by the Credit Agreement, this Section 4.1 or Section 4.5
      below.

     

    4.2  Damage
      or Destruction of Collateral.
      The
      Grantors agree promptly to notify the Collateral Agent if any material portion
      of the Collateral is damaged or destroyed.

     

    4.3  Notices.
      Each
      Grantor will advise the Collateral Agent and the Lenders promptly, in reasonable
      detail, of any Lien of which it has knowledge (other than the Security Interests
      created hereby or Liens permitted under the Credit Agreement) on any of the
      Collateral which would adversely affect, in any material respect, the ability
      of
      the Collateral Agent to exercise any of its remedies hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.4  Changes
      in Grantor Information or Status.
      Without
      limiting any prohibitions or restrictions on mergers or other transactions
      set
      forth in the Credit Agreement, no Grantor shall change its name, identity,
      corporate structure (e.g. by merger, consolidation, change in corporate form
      or
      otherwise), type of organization or jurisdiction of organization or, the case
      of
      any Grantor which is a partnership, the sole place of business and chief
      executive office unless it shall have notified the Collateral Agent in writing
      at least ten (10) days prior to any such change (or such later date as is
      reasonably acceptable to the Collateral Agent), identifying such new proposed
      name, identity, corporate structure or jurisdiction of organization a or, the
      case of any Grantor which is a partnership, the sole place of business and
      chief
      executive office, and providing such other information in connection therewith
      as the Collateral Agent may reasonably request.

     

    4.5  Acquisition
      of Additional Intellectual Property.
      Within
      30 days after the end of each Calendar quarter each Grantor shall provide a
      list
      of any additional applications for or registrations of Intellectual Property
      of
      such Grantor not previously disclosed to the Collateral Agent including such
      information as is necessary for Grantor to make appropriate filings in the
      U.S.
      Patent and Trademark Office and the US Copyright Office.

     

    5.  Remedial
      Provisions.

     

    5.1  Certain
      Matters Relating to Accounts.

     

    (a)  At
      any
      time after the occurrence and during the continuance of an Event of Default
      and
      after giving reasonable notice to the Borrower and any other relevant Grantor,
      the Administrative Agent shall have the right, but not the obligation, to
      instruct the Collateral Agent to (and upon such instruction, the Collateral
      Agent shall) make test verifications of the Accounts in any manner and through
      any medium that the Administrative Agent reasonably considers advisable, and
      each Grantor shall furnish all such assistance and information as such Agent
      may
      require in connection with such test verifications. Such Agent shall have the
      absolute right to share any information it gains from such inspection or
      verification with any Secured Party.

     

    (b)  The
      Collateral Agent hereby authorizes each Grantor to collect such Grantor’s
      Accounts and the Collateral Agent may curtail or terminate said authority at
      any
      time after the occurrence and during the continuance of an Event of Default.
      If
      required in writing by the Collateral Agent at any time after the occurrence
      and
      during the continuance of an Event of Default, any payments of Accounts, when
      collected by any Grantor, (i) shall be forthwith (and, in any event, within
      two
      Business Days) deposited by such Grantor in the exact form received, duly
      endorsed by such Grantor to the Collateral Agent if required, in a Collateral
      Account maintained under the sole dominion and control of and on terms and
      conditions reasonably satisfactory to the Collateral Agent, subject to
      withdrawal by the Collateral Agent for the account of the Secured Parties only
      as provided in Section 5.5, and (ii) until so turned over, shall be held by
      such
      Grantor in trust for the Collateral Agent and the Secured Parties, segregated
      from other funds of such Grantor. Each such deposit of Proceeds of Accounts
      shall be accompanied by a report identifying in reasonable detail the nature
      and
      source of the payments included in the deposit.

     

    (c)  At
      the
      Collateral Agent’s request at any time after the occurrence and during the
      continuance of an Event of Default, each Grantor shall deliver to the Collateral
      Agent all 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
original
        and other documents evidencing, and relating to, the agreements and transactions
        which gave rise to the Accounts, including all original orders, invoices
        and
        shipping receipts.

    

     

    (d)  Upon
      the
      occurrence and during the continuance of an Event of Default, a Grantor shall
      not grant any extension of the time of payment of any of the Accounts,
      compromise, compound or settle the same for less than the full amount thereof,
      release, wholly or partly, any Person liable for the payment thereof, or allow
      any credit or discount whatsoever thereon if the Collateral Agent shall have
      instructed the Grantors not to grant or make any such extension, credit,
      discount, compromise or settlement under any circumstances during the
      continuance of such Event of Default.

     

    5.2  Communications
      with Credit Parties; Grantors Remain Liable.

     

    (a)  The
      Collateral Agent in its own name or in the name of others may at any time after
      the occurrence and during the continuance of an Event of Default, after giving
      reasonable notice to the relevant Grantor of its intent to do so, communicate
      with obligors under the Accounts to verify with them to the Collateral Agent’s
      satisfaction the existence, amount and terms of any Accounts. The Collateral
      Agent shall have the absolute right to share any information it gains from
      such
      inspection or verification with any Secured Party.

     

    (b)  Upon
      the
      written request of the Collateral Agent at any time after the occurrence and
      during the continuance of an Event of Default, each Grantor shall notify
      obligors on the Accounts that the Accounts have been assigned to the Collateral
      Agent for the ratable benefit of the Secured Parties and that payments in
      respect thereof shall be made directly to the Collateral Agent.

     

    (c)  Anything
      herein to the contrary notwithstanding, each Grantor shall remain liable under
      each of the Accounts to observe and perform all the conditions and obligations
      to be observed and performed by it thereunder, all in accordance with the terms
      of any agreement giving rise thereto. Neither the Collateral Agent nor any
      Secured Party shall have any obligation or liability under any Account (or
      any
      agreement giving rise thereto) by reason of or arising out of this Security
      Agreement or the receipt by the Collateral Agent or any Secured Party of any
      payment relating thereto, nor shall the Collateral Agent or any Secured Party
      be
      obligated in any manner to perform any of the obligations of any Grantor under
      or pursuant to any Account (or any agreement giving rise thereto), to make
      any
      payment, to make any inquiry as to the nature or the sufficiency of any payment
      received by it or as to the sufficiency of any performance by any party
      thereunder, to present or file any claim, to take any action to enforce any
      performance or to collect the payment of any amounts which may have been
      assigned to it or to which it may be entitled at any time or times.

     

    5.3  Proceeds
      to be Turned Over To Collateral Agent.
      In
      addition to the rights of the Collateral Agent and the Secured Parties specified
      in Section 5.1 with respect to payments of Accounts, if an Event of Default
      shall occur and be continuing and the Collateral Agent so requires by notice
      in
      writing to the relevant Grantor (it being understood that the exercise of
      remedies by the Secured Parties in connection with an Event of Default under
      Section 11.5 of the Credit Agreement shall be deemed to constitute a request
      by
      the Collateral Agent for the purposes of this sentence and in such
      circumstances, no such written notice shall be required), all 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Proceeds
        received by any Grantor consisting of cash, checks and other near cash items
        shall be held by such Grantor in trust for the Collateral Agent and the Secured
        Parties, segregated from other funds of such Grantor, and shall, forthwith
        upon
        receipt by such Grantor, be turned over to the Collateral Agent in the exact
        form received by such Grantor (duly endorsed by such Grantor to the Collateral
        Agent, if required). All Proceeds received by the Collateral Agent hereunder
        shall be held by the Collateral Agent in a Collateral Account maintained
        under
        its dominion and control and on terms and conditions reasonably satisfactory
        to
        the Collateral Agent. All Proceeds while held by the Collateral Agent in
        a
        Collateral Account (or by such Grantor in trust for the Collateral Agent
        and the
        Secured Parties) shall continue to be held as collateral security for all
        the
        Obligations and shall not constitute payment thereof until applied as provided
        in Section 5.4.

    

     

    5.4  Application
      of Proceeds.
      The
      Collateral Agent shall apply the proceeds of any collection or sale of the
      Collateral as well as any Collateral consisting of cash, at any time after
      receipt in the order specified in Section 11 of the Credit Agreement. Upon
      any
      sale of the Collateral by the Collateral Agent (including pursuant to a power
      of
      sale granted by statute or under a judicial proceeding), the receipt of the
      Collateral Agent or of the officer making the sale shall be a sufficient
      discharge to the purchaser or purchasers of the Collateral so sold and such
      purchaser or purchasers shall not be obligated to see to the application of
      any
      part of the purchase money paid over to the Collateral Agent or such officer
      or
      be answerable in any way for the misapplication thereof.

     

    5.5  Code
      and Other Remedies.
      If an
      Event of Default shall occur and be continuing, the Collateral Agent may
      exercise in respect of the Collateral, in addition to all other rights and
      remedies provided for herein or otherwise available to it, all the rights and
      remedies of a secured party upon default under the UCC or any other applicable
      law or in equity and also may with notice to the relevant Grantor, sell the
      Collateral or any part thereof in one or more parcels at public or private
      sale
      or sales, at any exchange, broker’s board or office of the Collateral Agent or
      any Lender or elsewhere for cash or on credit or for future delivery at such
      price or prices and upon such other terms as are commercially reasonable
      irrespective of the impact of any such sales on the market price of the
      Collateral. The Collateral Agent shall be authorized at any such sale (if it
      deems it advisable to do so) to restrict the prospective bidders or purchasers
      of Collateral to Persons who will represent and agree that they are purchasing
      the Collateral for their own account for investment and not with a view to
      the
      distribution or sale thereof, and, upon consummation of any such sale, the
      Collateral Agent shall have the right to assign, transfer and deliver to the
      purchaser or purchasers thereof the Collateral so sold. Each purchaser at any
      such sale shall hold the property sold absolutely free from any claim or right
      on the part of any Grantor, and each Grantor hereby waives (to the extent
      permitted by law) all rights of redemption, stay and/or appraisal that it now
      has or may at any time in the future have under any rule of law or statute
      now
      existing or hereafter enacted. The Collateral Agent and any Secured Party shall
      have the right upon any such public sale, and, to the extent permitted by law,
      upon any such private sale, to purchase the whole or any part of the Collateral
      so sold, and the Collateral Agent or such Secured Party may pay the purchase
      price by crediting the amount thereof against the Obligations. Each Grantor
      agrees that, to the extent notice of sale shall be required by law, at least
      ten
      days’ notice to such Grantor of the time and place of any public sale or the
      time after which any private sale is to be made shall constitute reasonable
      notification. The Collateral Agent shall not be obligated to make any sale
      of
      Collateral regardless of notice of sale having 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
been
        given. The Collateral Agent may adjourn any public or private sale from time
        to
        time by announcement at the time and place fixed therefor, and such sale
        may,
        without further notice, be made at the time and place to which it was so
        adjourned. To the extent permitted by law, each Grantor hereby waives any
        claim
        against the Collateral Agent arising by reason of the fact that the price
        at
        which any Collateral may have been sold at such a private sale was less than
        the
        price that might have been obtained at a public sale, even if the Collateral
        Agent accepts the first offer received and does not offer such Collateral
        to
        more than one offeree. Each Grantor further agrees, at the Collateral Agent’s
        request to assemble the Collateral and make it available to the Collateral
        Agent, at places which the Collateral Agent shall reasonably select, whether
        at
        such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net
        proceeds of any action taken by it pursuant to this Section 5.5 in accordance
        with the provisions of Section 5.4.

    

     

    5.6  Deficiency.
      Each
      Grantor shall remain liable for any deficiency if the proceeds of any sale
      or
      other disposition of the Collateral are insufficient to pay its Obligations
      and
      the fees and disbursements of any attorneys employed by the Collateral Agent
      or
      any Secured Party to collect such deficiency.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.8  License
      to Use Intellectual Property.
      For the
      purpose of enabling the Collateral Agent, during the continuance of an Event
      of
      Default, to exercise rights and remedies hereunder at such time as the
      Collateral Agent shall be lawfully entitled to exercise such rights and
      remedies, and for no other purpose, each Grantor hereby grants to the Collateral
      Agent, to the extent such Grantor has the right to do so, an irrevocable,
      assignable, non-exclusive license to use, license or sublicense any of the
      Intellectual Property now owned or held, or hereafter acquired, by such Grantor,
      wherever the same may be located. To the extent permitted, such license shall
      include access to all media in which any of the licensed items may be recorded
      or stored and to all computer programs used for the compilation or printout
      hereof.

     

    6.  The
      Collateral Agent.

     

    6.1  Collateral
      Agent’s Appointment as Attorney-in-Fact, etc.

     

    (a)  Each
      Grantor hereby appoints, which appointment is irrevocable and coupled with
      an
      interest, effective upon the occurrence and during the continuance of an Event
      of Default, the Collateral Agent and any officer or agent thereof, with full
      power of substitution, as its true and lawful attorney-in-fact with full
      irrevocable power and authority in the place and stead of such Grantor and
      in
      the name of such Grantor or otherwise, for the purpose of carrying out the
      terms
      of this Security Agreement, to take any and all appropriate action and to
      execute any and all documents and instruments that may be necessary or desirable
      to accomplish the purposes of this Security Agreement, and, without limiting
      the
      generality of the foregoing, each Grantor hereby gives the Collateral Agent
      the
      power and right, on behalf of such Grantor, either in the Collateral Agent’s
      name or in the name of such Grantor or otherwise, without assent by such
      Grantor, to do any or all of the following, in each case after the occurrence
      and during the continuance of an Event of Default and after written notice
      by
      the Collateral Agent of its intent to do so:

     

    (i)  take
      possession of and endorse and collect any checks, drafts, notes, acceptances
      or
      other instruments for the payment of moneys due under any Account or with
      respect to any other Collateral and file any claim or take any other action
      or
      proceeding in any court of law or equity or otherwise deemed appropriate by
      the
      Collateral Agent for the purpose of collecting any and all such moneys due
      under
      any Account or with respect to any other Collateral whenever
      payable;

     

    (ii)  in
      the
      case of any Intellectual Property, execute and deliver, and have recorded,
      any
      and all agreements, instruments, documents and papers as the Collateral Agent
      may request to evidence the Collateral Agent’s and the Secured Parties’ Security
      Interest in such Intellectual Property and the goodwill and general intangibles
      of such Grantor relating thereto or represented thereby;

     

    (iii)  pay
      or
      discharge taxes and Liens levied or placed on or threatened against the
      Collateral;

     

    (iv)  execute,
      in connection with any sale provided for in Section 5.5, any endorsements,
      assignments or other instruments of conveyance or transfer with respect to
      the
      Collateral;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (v)  obtain
      and adjust insurance required to be maintained by such Grantor pursuant to
      Section 9.3 of the Credit Agreement; 

     

    (vi)  direct
      any party liable for any payment under any of the Collateral to make payment
      of
      any and all moneys due or to become due thereunder directly to the Collateral
      Agent or as the Collateral Agent shall direct;

     

    (vii)  ask
      or
      demand for, collect and receive payment of and receipt for, any and all moneys,
      claims and other amounts due or to become due at any time in respect of or
      arising out of any Collateral;

     

    (viii)  sign
      and
      endorse any invoices, freight or express bills, bills of lading, storage or
      warehouse receipts, drafts against debtors, assignments, verifications, notices
      and other documents in connection with any of the Collateral;

     

    (ix)  commence
      and prosecute any suits, actions or proceedings at law or in equity in any
      court
      of competent jurisdiction to collect the Collateral or any portion thereof
      and
      to enforce any other right in respect of any Collateral;

     

    (x)  defend
      any suit, action or proceeding brought against such Grantor with respect to
      any
      Collateral (with such Grantor’s consent to the extent such action or its
      resolution could materially affect such Grantor or any of its affiliates in
      any
      manner other than with respect to its continuing rights in such
      Collateral);

     

    (xi)  settle,
      compromise or adjust any such suit, action or proceeding and, in connection
      therewith, give such discharges or releases as the Collateral Agent may deem
      appropriate (with such Grantor’s consent to the extent such action or its
      resolution could materially affect such Grantor or any of its affiliates in
      any
      manner other than with respect to its continuing rights in such
      Collateral);

     

    (xii)  assign
      any Intellectual Property, throughout the world for such term or terms, on
      such
      conditions, and in such manner, as the Collateral Agent shall in its sole
      discretion determine; and

     

    (xiii)  generally,
      sell, transfer, pledge and make any agreement with respect to or otherwise
      deal
      with any of the Collateral as fully and completely as though the Collateral
      Agent were the absolute owner thereof for all purposes, and do, at the
      Collateral Agent’s option and such Grantor’s expense, at any time, or from time
      to time, all acts and things that the Collateral Agent deems necessary to
      protect, preserve or realize upon the Collateral and the Collateral Agent’s and
      the Secured Parties’ Security Interests therein and to effect the intent of this
      Security Agreement, all as fully and effectively as such Grantor might
      do.

     

    Anything
      in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent
      agrees that it will not exercise any rights under the power of attorney provided
      for in this Section 6.1(a) unless an Event of Default shall have occurred and
      be
      continuing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  If
      any
      Grantor fails to perform or comply with any of its agreements contained herein,
      the Collateral Agent, at its option, but without any obligation so to do, may
      perform or comply, or otherwise cause performance or compliance, with such
      agreement.

     

    (c)  The
      expenses of the Collateral Agent incurred in connection with actions undertaken
      as provided in this Section 6.1, together with interest thereon at a rate per
      annum equal to the highest rate per annum at which interest would then be
      payable on any category of past due ABR Loans under the Credit Agreement, from
      the date of payment by the Collateral Agent to the date reimbursed by the
      relevant Grantor, shall be payable by such Grantor to the Collateral Agent
      on
      demand.

     

    (d)  Each
      Grantor hereby ratifies all that said attorneys shall lawfully do or cause
      to be
      done by virtue hereof. All powers, authorizations and agencies contained in
      this
      Security Agreement are coupled with an interest and are irrevocable until this
      Security Agreement is terminated and the Security Interests created hereby
      are
      released.

     

    6.2  Duty
      of Collateral Agent.
      The
      Collateral Agent’s sole duty with respect to the custody, safekeeping and
      physical preservation of the Collateral in its possession, under Section 9-207
      of the UCC or otherwise, shall be to deal with it in the same manner as the
      Collateral Agent deals with similar property for its own account. The Collateral
      Agent shall be deemed to have exercised reasonable care in the custody and
      preservation of any Collateral in its possession if such Collateral is accorded
      treatment substantially equal to that which the Collateral Agent accords its
      own
      property. Neither the Collateral Agent, any Secured Party nor any of their
      respective officers, directors, employees or agents shall be liable for failure
      to demand, collect or realize upon any of the Collateral or for any delay in
      doing so or shall be under any obligation to sell or otherwise dispose of any
      Collateral upon the request of any Grantor or any other Person or to take any
      other action whatsoever with regard to the Collateral or any part thereof.
      The
      powers conferred on the Collateral Agent and the Secured Parties hereunder
      are
      solely to protect the Collateral Agent’s and the Secured Parties’ interests in
      the Collateral and shall not impose any duty upon the Collateral Agent or any
      Secured Party to exercise any such powers. The Collateral Agent and the Secured
      Parties shall be accountable only for amounts that they actually receive as
      a
      result of the exercise of such powers, and neither they nor any of their
      officers, directors, employees or agents shall be responsible to any Grantor
      for
      any act or failure to act hereunder, except for their own gross negligence
      or
      willful misconduct.

     

    6.3  Authority
      of Collateral Agent.
      Each
      Grantor acknowledges that the rights and responsibilities of the Collateral
      Agent under this Security Agreement with respect to any action taken by the
      Collateral Agent or the exercise or non-exercise by the Collateral Agent of
      any
      option, voting right, request, judgment or other right or remedy provided for
      herein or resulting or arising out of this Security Agreement shall, as between
      the Collateral Agent and the Secured Parties, be governed by the Credit
      Agreement, and by such other agreements with respect thereto as may exist from
      time to time among them, but, as between the Collateral Agent and the Grantors,
      the Collateral Agent shall be conclusively presumed to be acting as agent for
      the applicable Secured Parties with full and valid authority so to act or
      refrain from acting, and no Grantor shall be under any obligation, or
      entitlement, to make any inquiry respecting such authority.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.4  Security
      Interest Absolute.
      All
      rights of the Collateral Agent hereunder, the Security Interest and all
      obligations of the Grantors hereunder shall be absolute and
      unconditional.

     

    6.5  Continuing
      Security Interest; Assignments Under the Credit Agreement;
      Release.

     

    (a)  This
      Security Agreement shall remain in full force and effect and be binding in
      accordance with and to the extent of its terms upon each Grantor and the
      successors and assigns thereof and shall inure to the benefit of the Collateral
      Agent and the other Secured Parties and their respective successors, indorsees,
      transferees and assigns until all Obligations under the Credit Documents (other
      than any contingent indemnity obligations not then due) and the obligations
      of
      each Grantor under this Security Agreement shall have been satisfied by payment
      in full and the Commitments shall be terminated, notwithstanding that from
      time
      to time during the term of the Credit Agreement and any Secured Hedge Agreement
      the Credit Parties may be free from any Obligations.

     

    (b)  A
      Subsidiary Grantor shall automatically be released from its obligations
      hereunder if it ceases to be a Guarantor in accordance with Section 13.1 of
      the
      Credit Agreement.

     

    (c)  The
      Security Interest granted hereby in any Collateral shall automatically be
      released (i) to the extent provided in Section 13.1 of the Credit Agreement
      and
      (ii) upon the effectiveness of any written consent to the release of the
      security interest granted hereby in such Collateral pursuant to Section 13.1
      of
      the Credit Agreement. Any such release in connection with any sale, transfer
      or
      other disposition of such Collateral shall result in such Collateral being
      sold,
      transferred or disposed of, as applicable, free and clear of the Lien and
      Security Interest created hereby.

     

    (d)  In
      connection with any termination or release pursuant to paragraph (a), (b) or
      (c), the Collateral Agent shall execute and deliver to any Grantor, at such
      Grantor’s expense, all documents that such Grantor shall reasonably request to
      evidence such termination or release. Any execution and delivery of documents
      pursuant to this Section 6.5 shall be without recourse to or warranty by the
      Collateral Agent.

     

    6.6  Reinstatement.
      Each
      Grantor further agrees that, if any payment made by any Credit Party or other
      Person and applied to the Obligations is at any time annulled, avoided, set
      aside, rescinded, invalidated, declared to be fraudulent or preferential or
      otherwise required to be refunded or repaid, or the proceeds of Collateral
      are
      required to be returned by any Secured Party to such Credit Party, its estate,
      trustee, receiver or any other party, including any Grantor, under any
      bankruptcy law, state or federal law, common law or equitable cause, then,
      to
      the extent of such payment or repayment, any Lien or other Collateral securing
      such liability shall be and remain in full force and effect, as fully as if
      such
      payment had never been made or, if prior thereto the Lien granted hereby or
      other Collateral securing such liability hereunder shall have been released
      or
      terminated by virtue of such cancellation or surrender), such Lien or other
      Collateral shall be reinstated in full force and effect, and such prior
      cancellation or surrender shall not diminish, release, discharge, impair or
      otherwise affect any Lien or other Collateral securing the obligations of any
      Grantor in respect of the amount of such payment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.7  Further
      Assurances.
      Subject
      to Section 3.2(c) hereof, each Grantor agrees that at any time and from time
      to
      time, at the expense of such Grantor, it will execute or otherwise authorize
      the
      filing of any and all further documents, financing statements, agreements and
      instruments, and take all such further actions (including the filing and
      recording of financing statements, fixture filings, mortgages, deeds of trust
      and other documents), which may be required under any applicable law, or which
      the Collateral Agent or the Administrative Agent may reasonably request, in
      order (x) to perfect and protect any pledge, assignment or security interest
      granted or purported to be granted hereby (including the priority thereof)
      or
      (y) to enable the Collateral Agent to exercise and enforce its rights and
      remedies hereunder with respect to any Collateral.

     

    7.  Collateral
      Agent As Agent.

     

    (a)  Citicorp
      has been appointed to act as the Collateral Agent under the Credit Agreement,
      by
      the Lenders under the Credit Agreement and, by their acceptance of the benefits
      hereof, the other Secured Parties. The Collateral Agent shall be obligated,
      and
      shall have the right hereunder, to make demands, to give notices, to exercise
      or
      refrain from exercising any rights, and to take or refrain from taking any
      action (including the release or substitution of Collateral), solely in
      accordance with this Security Agreement and the Credit Agreement, provided
      that the
      Collateral Agent shall exercise, or refrain from exercising, any remedies
      provided for in Section 5 in accordance with the instructions of Required
      Lenders. In furtherance of the foregoing provisions of this Section 7(a), each
      Secured Party, by its acceptance of the benefits hereof, agrees that it shall
      have no right individually to realize upon any of the Collateral hereunder,
      it
      being understood and agreed by such Secured Party that all rights and remedies
      hereunder may be exercised solely by the Collateral Agent for the ratable
      benefit of the applicable Lenders and Secured Parties in accordance with the
      terms of this Section 7(a).

     

    (b)  The
      Collateral Agent shall at all times be the same Person that is the Collateral
      Agent under the Credit Agreement. Written notice of resignation by the
      Collateral Agent pursuant to Section 12.9 of the Credit Agreement shall also
      constitute notice of resignation as Collateral Agent under this Security
      Agreement; removal of the Collateral Agent shall also constitute removal under
      this Security Agreement; and appointment of a Collateral Agent pursuant to
      Section 12.9 of the Credit Agreement shall also constitute appointment of a
      successor Collateral Agent under this Security Agreement. Upon the acceptance
      of
      any appointment as Collateral Agent under Section 12.9 of the Credit Agreement
      by a successor Collateral Agent, that successor Collateral Agent shall thereupon
      succeed to and become vested with all the rights, powers, privileges and duties
      of the retiring or removed Collateral Agent under this Security Agreement,
      and
      the retiring or removed Collateral Agent under this Security Agreement shall
      promptly (i) transfer to such successor Collateral Agent all sums, securities
      and other items of Collateral held hereunder, together with all records and
      other documents necessary or appropriate in connection with the performance
      of
      the duties of the successor Collateral Agent under this Security Agreement,
      and
      (ii) execute and deliver to such successor Collateral Agent or otherwise
      authorize the filing of such amendments to financing statements and take such
      other actions, as may be necessary or appropriate in connection with the
      assignment to such successor Collateral Agent of the Security Interests created
      hereunder, whereupon such retiring or removed Collateral Agent shall be
      discharged from its duties and obligations under this Security Agreement. After
      any retiring or removed Collateral Agent’s resignation or removal hereunder as
      Collateral Agent, the provi-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
sions
        of
        this Security Agreement shall inure to its benefit as to any actions taken
        or
        omitted to be taken by it under this Security Agreement while it was Collateral
        Agent hereunder.

    

     

    (c)  The
      Collateral Agent shall not be deemed to have any duty whatsoever with respect
      to
      any Secured Party that is a counterparty to a Secured Hedge Agreement the
      obligations under which constitute Obligations, unless it shall have received
      written notice in form and substance satisfactory to the Collateral Agent from
      a
      Grantor or any such Secured Party as to the existence and terms of the
      applicable Secured Hedge Agreement.

     

    8.  Miscellaneous.

     

    8.1  Amendments
      in Writing.
      None of
      the terms or provisions of this Security Agreement may be waived, amended,
      supplemented or otherwise modified except by a written instrument executed
      by
      the affected Grantor and the Collateral Agent in accordance with Section 13.1
      of
      the Credit Agreement.

     

    8.2  Notices.
      All
      notices, requests and demands pursuant hereto shall be made in accordance with
      Section 13.2 of the Credit Agreement. All communications and notices hereunder
      to any Subsidiary Grantor shall be given to it in care of the Borrower at the
      Borrower’s address set forth in Section 13.2 of the Credit
      Agreement.

     

    8.3  No
      Waiver by Course of Conduct; Cumulative Remedies.
      Neither
      the Collateral Agent nor any Secured Party shall by any act (except by a written
      instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise
      be
      deemed to have waived any right or remedy hereunder or to have acquiesced in
      any
      Default or Event of Default or in any breach of any of the terms and conditions
      hereof. No failure to exercise, nor any delay in exercising, on the part of
      the
      Collateral Agent or any other Secured Party, any right, power or privilege
      hereunder shall operate as a waiver thereof. No single or partial exercise
      of
      any right, power or privilege hereunder shall preclude any other or further
      exercise thereof or the exercise of any other right, power or privilege. A
      waiver by the Collateral Agent or any other Secured Party of any right or remedy
      hereunder on any one occasion shall not be construed as a bar to any right
      or
      remedy that the Collateral Agent or such other Secured Party would otherwise
      have on any future occasion. The rights, remedies, powers and privileges herein
      provided are cumulative, may be exercised singly or concurrently and are not
      exclusive of any other rights or remedies provided by law.

     

    8.4  Enforcement
      Expenses; Indemnification.

     

    (a)  Each
      Grantor agrees to pay any and all reasonable out of pocket expenses (including
      all reasonable fees and disbursements of counsel) that may be paid or incurred
      by any Secured Party in enforcing, or obtaining advice of counsel in respect
      of,
      any rights with respect to, or collecting, any or all of the Obligations and/or
      enforcing any rights with respect to, or collecting against, such Grantor under
      this Security Agreement.

     

    (b)  Each
      Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties
      harmless from, any and all liabilities with respect to, or resulting from any
      delay in paying, any and all stamp, excise, sales or other taxes that may be
      payable or determined to be 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
payable
        with respect to any of the Collateral or in connection with any of the
        transactions contemplated by this Security Agreement.

    

     

    (c)  Each
      Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties
      harmless from, any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses or disbursements of any kind or
      nature whatsoever with respect to the execution, delivery, enforcement,
      performance and administration of this Security Agreement to the extent a
      Borrower would be required to do so pursuant to Section 13.5 of the Credit
      Agreement.

     

    (d)  The
      agreements in this Section 8.4 shall survive repayment of the Obligations and
      all other amounts payable under the Credit Agreement and the other Credit
      Documents.

     

    8.5  Successors
      and Assigns.
      The
      provisions of this Security Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their respective successors and assigns
      permitted hereby, except that no Grantor may assign, transfer or delegate any
      of
      its rights or obligations under this Security Agreement without the prior
      written consent of the Collateral Agent except pursuant to a transaction
      permitted by the Credit Agreement.

     

    8.6  Counterparts.
      This
      Security Agreement may be executed by one or more of the parties to this
      Security Agreement on any number of separate counterparts (including by
      facsimile or other electronic transmission), and all of said counterparts taken
      together shall be deemed to constitute one and the same instrument. A set of
      the
      copies of this Security Agreement signed by all the parties shall be lodged
      with
      the Collateral Agent and the Borrower.

     

    8.7  Severability.
      Any
      provision of this Security Agreement that is prohibited or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction. The parties hereto shall endeavor in good faith negotiations
      to replace the invalid, illegal or unenforceable provisions with valid
      provisions the economic effect of which comes as close as possible to that
      of
      the invalid, illegal or unenforceable provisions.

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.11  Submission
      To Jurisdiction Waivers.
      Each
      party hereto hereby irrevocably and unconditionally:

     

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

     

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

     

    (c)  agrees
      that service of process in any such action or proceeding may be effected by
      mailing a copy thereof by registered or certified mail (or any substantially
      similar form of mail), postage prepaid, to such Person at its address referred
      to in Section 8.2 or at such other address of which such Person shall have
      been
      notified pursuant thereto;

     

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

     

    (e)  waives,
      to the maximum extent not prohibited by law, any right it may have to claim
      or
      recover in any legal action or proceeding referred to in this Section 8.11
      any
      special, exemplary, punitive or consequential damages.

     

    8.12  Acknowledgments.
      Each
      party hereto hereby acknowledges that:

     

    (a)  it
      has
      been advised by counsel in the negotiation, execution and delivery of this
      Security Agreement and the other Credit Documents to which it is a
      party;

     

    (b)  neither
      the Collateral Agent nor any other Agent or Secured Party has any fiduciary
      relationship with or duty to any Grantor arising out of or in connection with
      this Security Agreement or any of the other Credit Documents, and the
      relationship between the Grantors, on the one hand, and the Collateral Agent,
      each other Agent and the other Secured Parties, on the other hand, in connection
      herewith or therewith is solely that of debtor and creditor; and

     

    (c)  no
      joint
      venture is created hereby or by the other Credit Documents or otherwise exists
      by virtue of the transactions contemplated hereby among the Lenders, the Agents
      and any other Secured Party or among the Grantors and the Lenders, the Agents
      and any other Secured Party.

     

    8.13  Additional
      Grantors.
      Each
      Subsidiary of the Borrower that is required to become a party to this Security
      Agreement pursuant to Section 9.11 of the Credit Agreement shall become a
      Grantor, with the same force and effect as if originally named as a Grantor
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
herein,
        for all purposes of this Security Agreement upon execution and delivery by
        such
        Subsidiary of a written supplement substantially in the form of Annex
        A
        hereto.
        The execution and delivery of any instrument adding an additional Grantor
        as a
        party to this Security Agreement shall not require the consent of any other
        Grantor hereunder. The rights and obligations of each Grantor hereunder shall
        remain in full force and effect notwithstanding the addition of any new Grantor
        as a party to this Security Agreement.

    

     

    8.14  WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
      ANY
      LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY OTHER CREDIT
      DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     

    8.15  Intercreditor
      Agreement.
       Notwithstanding
      anything herein to the contrary, the liens and security interests granted to
      the
      Collateral Agent pursuant to this Agreement and the exercise of any right or
      remedy by the Collateral Agent hereunder, in each case, with respect to the
      Revolving Credit Collateral are subject to the limitations and provisions of
      the
      Intercreditor Agreement, dated as of July 6, 2007 (as amended, restated,
      supplemented or otherwise modified from time to time, the “Intercreditor
      Agreement”),
      among
      The CIT Group/Business Credit, Inc., as ABL Collateral Agent, the Collateral
      Agent, and certain other Persons party or that may become party thereto from
      time to time, and by the Grantors identified therein. In the event of any
      conflict between the terms of the Intercreditor Agreement and the terms of
      this
      Agreement with respect to the Revolving Credit Collateral, the terms of the
      Intercreditor Agreement shall govern and control. Any provision of this
      Agreement to the contrary notwithstanding, (a) no Grantor shall be required
      to
      act or refrain from acting in a manner that is inconsistent with the terms
      and
      provisions of the Intercreditor Agreement and (b) prior to the satisfaction
      and
      discharge in full of the Revolving Credit Obligations (as defined in the
      Intercreditor Agreement), no Grantor shall be required to act or refrain from
      acting with respect to any Revolving Credit Collateral if compliance by such
      Grantor with such requirement would result in a breach of or constitute a
      default under any Revolving Credit Loan Document (as defined in the
      Intercreditor Agreement).

     

    [SIGNATURE
      PAGES FOLLOW]

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

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

      


      


                          DOLLAR
        GENERAL
        CORPORATION, as

        Grantor

      


      


                          By:
        /s/ Wade
        Smith        


      
        	 	
                                                              Name:

              	
                 Wade
                  Smith

              


      

      
        	 	
                                                              Title:

              	
                   
                  Treasurer

              


      

      


      


                          DG
        RETAIL, LLC, as
        Grantor

      


      


                          By: /s/
        Wade
        Smith                     
         

      
        	 	
                                    Dollar

              	
                 General
                  Corporation
                  

              


      

      
        	 	 	
                                          
                  as sole member

              


      

                                
        Wade Smith 

                                
        Treasurer

      


      


                          DOLGENCORP,
        INC., as
        Grantor

      


      


                          By:
        /s/ Wade
        Smith       

      
        	 	
                            Name:

              	
                 Wade
                  Smith

              


      

      
        	 	
                                                             Title:

              	
                   
                  Treasurer

              


      

      


      


                          DOLGENCORP
        OF NEW
        YORK, INC., as Grantor

      


      


                          By:
        /s/ Wade
        Smith                        

                                                         
        Name: Wade
        Smith 

                                                   
        Title:    Treasurer

      


      


                          DOLGENCORP
        OF TEXAS,
        INC., as Grantor

      


      


                          By:
        /s/ Wade
        Smith            

                                                                Name: Wade
        Smith

                                                   
        Title:    Treasurer

    

     

     

     

     

    
      
        
        

      

      
        
          S
            -1

          Security
            Agreement Signature Pages

        

        
          

        

      

      
        
        

      

    

    

                                              DG
        TRANSPORTATION,
        INC., as Grantor

      


      


                                              By:
        /s/ Wade
        Smith                       
        

      
        	                                                
	
                Name:

              	
                 Wade
                  Smith

              


      

      
        	 	
                                                                                                             Title:

              	
                   
                  Treasurer

              


      

      


      


                                              DG
        LOGISTICS, LLC, as
        Grantor


      


                                              By:
/s/
        Wade
        Smith                      
        

                                          DG
        Transportation,
        Inc. as Manager

                                            
Wade
        Smith

                                             
        Treasurer

      


      


                                              DGC
        PROPERTIES LLC,
        as Grantor

      


      


      
        	                                              	
                By:     /s/ Wade Smith                 

              	 


      

                                                                                                       
        Dolgencorp, Inc., as sole member
                                                 
        Wade Smith

                                                                                                       
        Treasurer

      


                                              SOUTH
        BOSTON
        HOLDINGS, INC., as Grantor

          


              


      
        	                                               	
                  By:

              	
                /s/
                  Wade Smith                   
                  

              


      

      
        	                                                        
                	
                Name:

              	
                Wade
                  Smith

              


      

      
        	                                                     	
                Title:

              	
                Treasurer

              


      

      


      


                                              SUN-DOLLAR,
        L.P., as
        Grantor

      


      


                                              By:   
        /s/ Wade Smith                  


                                           South
        Boston
        Holdings, Inc. general partner

                                                                                                      
        Wade Smith

                                                                                                      
        Treasurer

      


      


      
        	 	
                                                        By:

              	
                   
                  /s/ Wade Smith                  

              


      

                                                
        Dolgencorp, Inc. limited
        partner

                                                                                                      
        Wade Smith

                                                                                                                                    
        Treasurer

    

     

     

    
      
        
        

      

      
        
          S
            -2

          
            Security
              Agreement Signature Pages

          

        

        
          

        

      

      
        
        

      

    

    

                      SOUTH
        BOSTON
        FF&E, LLC, as Grantor

      


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

                            
By:
        /s/ Wade Smith               


      


                      
        South Boston Holdings, Inc. - -
        its
        general

                                        
        partner

                                        
        Wade Smith

                                        
        Treasurer

      


       

      


                      DG
        PROMOTIONS, INC.,
        as Grantor

      


      


                 By:
        /s/ Wade Smith                

                     
        Name: Wade Smith

                              
        Title:     
        Treasurer

      


      


                      DOLLAR
        GENERAL
        INVESTMENT, INC., as

                      Grantor

      


      


              By:
        /s/ Wade
        Smith                 

                               Name: Wade
        Smith

                              
        Title:     
        Treasurer

      


                      DOLLAR
        GENERAL
MERCHANDISING,
        INC.,

                                                   
        as Grantor 

       

                                  By:
        /s/ Wade Smith                 

                                
Name:
        Wade Smith

                             
        Title:     
        Treasurer

    

     

     

    
      
        
        

      

      
        S
          -3

          Security
            Agreement Signature Pages

        

        
          

        

      

      
        
        

      

    

    

                                              DOLLAR
        GENERAL
        PARTNERS, as Grantor

      


      


                                              By:
        /s/ Wade
        Smith                  

                                                     
Dollar
        General Corporation
-
        its
        authorized

                                                              
        general
        partner

                                                                                                     
        Wade Smith

                                                                                                     
        Treasurer

      


      
                                                   
        /s/ Wade Smith                  

                                              By: Dollar
        General Merchandising, Inc. —
        its
        

                                                               
        general partner

                                          
Wade
        Smith


                                                                                                      
        Treasurer

      


      


                                              DGC
        PROPERTIES OF
        KENTUCKY LLC, as

                                              Grantor

                                              By:
        /s/ Wade
        Smith                  

                                          
Dollar
        General
        Partners as sole member

      
        	 	
                                                                                                        

              	
                Dollar
                  General Corporation - 

                 its
                  authorized general partner 

              


      

                                                                                                 Wade
        Smith 

                                                                                                 Treasurer

    

     

     

    
      
        
        

      

      
        S
          -4

          Security
            Agreement Signature Pages

        

        
          

        

      

      
        
        

      

    

     

     

     

    

                          CITICORP
        NORTH
        AMERICA, INC., as

                                                        Collateral
        Agent

       

       

                                                        By: /s/
        Jeffrey Nitz                

                      
        Name:  Jeffrey Nitz

                                    Title:    
        Director

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    S-5

    
      Security
        Agreement Signature Pages

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    SCHEDULE
      I TO THE

     

    SECURITY
      AGREEMENT

     

    Filing
      Offices

     

    
      	
              DEBTOR    

            	
               

              FILING
                OFFICE

               

            
	
               

              Dollar
                General Corporation

               

            	
               

              Tennessee
                SOS

               

            
	
               

              DG
                Retail, LLC

               

            	
              Tennessee
                SOS

            
	
               

              DG
                Transportation, Inc.

               

            	
              Tennessee
                SOS

            
	
               

              DG
                Logistics, LLC

               

            	
              Tennessee
                SOS

            
	
               

              DG
                Promotions, Inc.

               

            	
              Tennessee
                SOS

            
	
               

              Dollar
                General Merchandising, Inc.

               

            	
              Tennessee
                SOS

            
	
               

              Dollar
                General Partners

               

            	
              Tennessee
                SOS

            
	
               

              Dolgencorp,
                Inc.

               

            	
               

              Kentucky
                SOS

               

            
	
               

              Dolgencorp
                of New York, Inc.

               

            	
               

              Kentucky
                SOS

               

            
	
               

              Dolgencorp
                of Texas, Inc.

               

            	
               

              Kentucky
                SOS

               

            
	
               

              DGC
                Properties LLC

               

            	
               

              Delaware
                SOS

               

            
	
               

              South
                Boston Holdings, Inc.

               

            	
               

              Delaware
                SOS

               

            
	
               

              South
                Boston FF&E, LLC

               

            	
               

              Delaware
                SOS

               

            
	
               

              Dollar
                General Investment, Inc.

               

            	
               

              Delaware
                SOS

               

            
	
               

              DGC
                Properties of Kentucky LLC

               

            	
               

              Delaware
                SOS

               

            
	
               

              Sun-Dollar,
                L.P.

               

            	
               

              California
                SOS

               

            


    

    


     

    


     


    
      
        
          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      II TO THE

     

    SECURITY
      AGREEMENT

     

    Grantor
      Information

     

    
      	
               

              Name
                of Debtor/Grantor

               

            	
               

              Type
                of Organization

               

            	
               

              Jurisdiction
                of Organization/Formation

               

            	
               

               

              F.E.I.N.
                / T.I.N.

               

            	
               

              Organizational
                Identification Number

               

            
	
               

              Dollar
                General Corporation

               

            	
               

              Corporation

               

            	
               

              Tennessee

               

            	
               

              61-0502302

               

            	
               

              Control
                Number 0351611

               

            
	
               

              DG
                Retail, LLC

               

            	
               

              Limited
                Liability Company

               

            	
               

              Tennessee

               

            	
               

              36-4577242

               

            	
               

              Control
                Number 0498077

               

            
	
               

              Dolgencorp,
                Inc.

               

            	
               

              Corporation

               

            	
               

              Kentucky

               

            	
               

              61-0852764

               

            	
               

              Control
                Number 0017665

               

            
	
               

              Dolgencorp
                of New York, Inc.

               

            	
               

              Corporation

               

            	
               

              Kentucky

               

            	
               

              62-1829863

               

            	
               

              Control
                Number 0499060

               

            
	
               

              Dolgencorp
                of Texas, Inc.

               

            	
               

              Corporation

               

            	
               

              Kentucky

               

            	
               

              61-1193136

               

            	
               

              Control
                Number 0268821

               

            
	
               

              DG
                Transportation, Inc.

               

            	
               

              Corporation

               

            	
               

              Tennessee

               

            	
               

              37-1517488

               

            	
               

              Control
                Number 0486177

               

            
	
               

              DG
                Logistics, LLC

               

            	
               

              Limited
                Liability Company

               

            	
               

              Tennessee

               

            	
               

              62-1805098

               

            	
               

              Control
                Number 0381549

               

            
	
               

              DGC
                Properties LLC

               

            	
               

              Limited
                Liability Company

               

            	
               

              Delaware

               

            	
               

              36-4498859

               

            	
               

              Control
                Number 3530337

               

            
	
               

              South
                Boston Holdings, Inc.

               

            	
               

              Corporation

               

            	
               

              Delaware

               

            	
               

              20-5220571

               

            	
               

              Control
                Number 4179362

               

            
	
               

              Sun-Dollar,
                L.P.

               

            	
               

              Limited
                Partnership

               

            	
               

              California

               

            	
               

              95-4629930

               

            	
               

              199711200016

               

            
	
               

              South
                Boston FF&E, LLC

               

            	
               

              Limited
                Liability Company

               

            	
               

              Delaware

               

            	
               

              26-0411224

               

            	
               

              Control
                Number 4287970

               

            
	
               

              DG
                Promotions, Inc.

               

            	
               

              Corporation

               

            	
               

              Tennessee

               

            	
               

              62-1792083

               

            	
               

              Control
                Number 0375322

               

            
	
               

              Dollar
                General Investment, Inc.

               

            	
               

              Corporation

               

            	
               

              Delaware

               

            	
               

              48-1268966

               

            	
               

              Control
                Number 3535431

               

            
	
               

              Dollar
                General Merchandising, Inc.

               

            	
               

              Corporation

               

            	
               

              Tennessee

               

            	
               

              82-0577749

               

            	
               

              Control
                Number: 0437967

               

            
	
               

              Dollar
                General Partners

               

            	
               

              General
                Partnership

               

            	
               

              Kentucky

               

            	
               

              61-1193137

               

            	
               

              Control
                Number 0589039

               

            
	
               

              DGC
                Properties of Kentucky LLC

               

            	
               

              Limited
                Liability Company

               

            	
               

              Delaware

               

            	
               

              37-1432210

               

            	
               

              Control
                Number 3530336

               

            


    

    


     


    
      
        
          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      1 TO THE

     

    SECURITY
      AGREEMENT

     

    MATERIAL
      COPYRIGHT LICENSES

     

    


    None.

     


    
      
        
          


          |||

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      2 TO THE

     

    SECURITY
      AGREEMENT

     

    COPYRIGHTS

     

    
      	
               

               

              Registered
                Owner/Grantor

               

            	
               

               

              Title

               

            	
              Registration
                Number

               

            
	
              Dollar
                General Intellectual Property LP

            	
              Dollar
                General

            	
              VA-1-074-378

            
	
              Dollar
                General Intellectual Property LP

            	
              Birdhouse
                in the sky

            	
              VA-1-084-913

            
	
              Dollar
                General Intellectual Property LP

            	
              Play
                ball

            	
              VA-1-084-914

            
	
              Dollar
                General Intellectual Property LP

            	
              Southern
                magnolia

            	
              VA-1-084915

            
	
              Dollar
                General Intellectual Property LP

            	
              Greater
                Cumberland logo

            	
              VA-1-101-214

            
	
              Dollar
                General Intellectual Property LP

            	
              Two
                large magnolias design

            	
              VA-1-104-452

            
	
              Dollar
                General Intellectual Property LP

            	
              Two
                magnolias within a circle

            	
              VAu-332-786

            
	
              Dollar
                General Intellectual Property LP

            	
              Six
                magnolias in a ring

            	
              VAu-387-072

            
	
              Dollar
                General Intellectual Property LP

            	
              Two
                magnolias

            	
              VAu-387-073

            
	
              Dollar
                General Intellectual Property LP

            	
              Four
                magnolias in a band

            	
              VAu-439-205

            
	
              Dollar
                General Intellectual Property LP

            	
              Two
                magnolias within a circle

            	
              VAu-501-223

            
	
              Dollar
                General Intellectual Property LP

            	
              Sun
                & shade, you’ve got it made

            	
              VAu-502-998

            
	
              Dollar
                General Intellectual Property LP

            	
              Iris
                collection

            	
              VAu-515-355

            
	
              Dollar
                General Intellectual Property LP

            	
              Beautiful
                day

            	
              VAu-515-356

            
	
              Dollar
                General Intellectual Property LP

            	
              Snowman
                family

            	
              VAu-515-357

            
	
              Dollar
                General Intellectual Property LP

            	
              Checkered
                bear design

            	
              VAu-515-358

            
	
              Dollar
                General Intellectual Property LP

            	
              Fish
                bowl

            	
              VAu-515-359

            
	
              Dollar
                General Intellectual Property LP

            	
              Snow
                day

            	
              VAu-515-360

            
	
              Dollar
                General Intellectual Property LP

            	
              Weather
                vane

            	
              VAu-515-361

            
	
              Dollar
                General Intellectual Property LP

            	
              Americana
                Christmas

            	
              VAu-515-362

            
	
              Dollar
                General Intellectual Property LP

            	
              American
                flag

            	
              VAu-515-363

            
	
              Dollar
                General Intellectual Property LP

            	
              Summertime
                watermelon

            	
              VAu-515-364

            


    

    



    
      
        |

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3 TO THE

     

    SECURITY
      AGREEMENT

     

    MATERIAL
      PATENT LICENSES

     

    


    None.

     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      4 TO THE

     

    SECURITY
      AGREEMENT

     

    PATENTS

     

    


    None.

     

     

     

     


    
      
        
          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      5 TO THE

     

    SECURITY
      AGREEMENT

     

    MATERIAL
      TRADEMARK LICENSES

     

    


    None.

     

     

     

     

     

     


    
      
        
          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      6 TO THE

     

    SECURITY
      AGREEMENT

     

    TRADEMARKS

     

    U.S.
      Trademarks

     

    
      	
              Debtor/Grantor

            	
              Title

            	
              Serial
                / Registration No.

            
	
              Dollar
                General Merchandising, Inc.

            	
              SAVE
                TIME. SAVE MONEY. EVERY DAY.

            	
              3,217,925

            
	
              Dollar
                General Merchandising, Inc.

            	
              AMERICAN
                VALUE

            	
              3,174,687

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL

            	
              3,159,752

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL

            	
              3,118,060

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL AND DESIGN

            	
              2,947,983

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL

            	
              2,947,982

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL

            	
              2,947,981

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL

            	
              2,947,979

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL MARKET

            	
              2,912,893

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL

            	
              2,673,316

            
	
              Dollar
                General Merchandising, Inc.

            	
              KISSY
                KISSY HUG HUG

            	
              2,599,690

            
	
              Dollar
                General Merchandising, Inc.

            	
              FINE
                & DANDY

            	
              2,522,829

            
	
              Dollar
                General Merchandising, Inc.

            	
              VICTORIAN
                BEAUTY

            	
              2,576,769

            
	
              Dollar
                General Merchandising, Inc.

            	
              PREMIER
                INTERNATIONAL

            	
              2,556,093

            
	
              Dollar
                General Merchandising, Inc.

            	
              SAVE
                TIME. SAVE MONEY. DOLLAR GENERAL.

            	
              2,602,816

            
	
              Dollar
                General Merchandising, Inc.

            	
              HOLIDAY
                STYLE

            	
              2,614,861

            
	
              Dollar
                General Merchandising, Inc.

            	
              CLOVER
                VALLEY

            	
              2,679,921

            
	
              Dollar
                General Merchandising, Inc.

            	
              DG
                GUARANTEE

            	
              2,433,937

            
	
              Dollar
                General Merchandising, Inc.

            	
              MY
                PAL

            	
              2,412,180

            
	
              Dollar
                General Merchandising, Inc.

            	
              MY
                PAL

            	
              2,355,987

            
	
              Dollar
                General Merchandising, Inc.

            	
              DG

            	
              2,385,253

            
	
              Dollar
                General Merchandising, Inc.

            	
              MY
                PAL BUILDING BLOCKS FOR LITTLE WARDROBES AND DESIGN

            	
              2,546,014

            
	
              Dollar
                General Merchandising, Inc.

            	
              KITCHEN
                ELEMENTS

            	
              2,589,304

            
	
              Dollar
                General Merchandising, Inc.

            	
              A
                BETTER LIFE FOR EVERYONE!

            	
              2,564,327

            
	
              Dollar
                General Merchandising, Inc.

            	
              AMERICAN
                VALUE

            	
              2,840,528

            
	
              Dollar
                General Merchandising, Inc.

            	
              GOT
                A MINUTE? GET A LOT!

            	
              2,534,603

            
	
              Dollar
                General Merchandising, Inc.

            	
              POWERIZE

            	
              2,402,825

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL EVERY DAY AND DESIGN

            	
              2,478,427

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                $1 EVERY DAY AND DESIGN

            	
              2,443,284

            
	
              Dollar
                General Merchandising, Inc.

            	
              STOW
                AWAYS

            	
              2,418,285

            
	
              Dollar
                General Merchandising Inc.

            	
              COUNTRY
                ELEMENTS

            	
              2,517,967

            
	 	 	 
	
              Dollar
                General Merchandising, Inc.

            	
              EZSTORE

            	
              78/642,660

            
	
              Dollar
                General Merchandising, Inc.

            	
              SUNRISE
                HILL

            	
              78/467,058

            
	
              Dollar
                General Merchandising, Inc.

            	
              DG

            	
              2,499,318

            
	
              Dollar
                General Merchandising, Inc.

            	
              PRO
                LINE

            	
              1,433,962

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL EVERY DAY

            	
              2,478,358

            
	
              Dollar
                General Merchandising, Inc.

            	
              FAMILY
                TRADITIONS

            	
              2,553,059

            
	
              Dollar
                General Merchandising, Inc.

            	
              FAMILY
                TRADITIONS

            	
              2.488,144

            
	
              Dollar
                General Merchandising, Inc.

            	
              DG
                GUARANTEE

            	
              2,702,790

            
	
              Dollar
                General Merchandising, Inc.

            	
              AMERICAN
                VALUE

            	
              2,654,637

            
	
              Dollar
                General Merchandising, Inc.

            	
              PREMIER
                INTERNATIONAL

            	
              2,400,609

            
	
              Dollar
                General Merchandising, Inc.

            	
              CROSSBOW

            	
              2,327,189

            
	
              Dollar
                General Merchandising, Inc.

            	
              CROSSBOW

            	
              2,388,304

            
	 	 	 
	
              Dollar
                General Merchandising, Inc.

            	
              PREMIER
                INTERNATIONAL

            	
              2,317,225

            
	
              Dollar
                General Merchandising, Inc.

            	
              OPEN
                TRAILS AND DESIGN

            	
              2,258,138

            
	
              Dollar
                General Merchandising, Inc.

            	
              DG

            	
              2,130,040

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL AND DESIGN

            	
              1,972,697

            
	
              Dollar
                General Merchandising, Inc.

            	
              PREMIER
                INTERNATIONAL

            	
              1,705,134

            
	
              Dollar
                General Merchandising, Inc.

            	
              PENNY
                LANE

            	
              1,726,693

            
	
              Dollar
                General Merchandising, Inc.

            	
              LAURA
                KATHERINE

            	
              1,735,722

            
	
              Dollar
                General Merchandising, Inc.

            	
              THE
                TOWN’S MOST UNUSUAL STORE

            	
              1,642,403

            
	
              Dollar
                General Merchandising, Inc.

            	
              EVERY
                DAY IS DOLLAR DAY!...AT YOUR DOLLAR GENERAL STORE

            	
              1,651,816

            
	
              Dollar
                General Merchandising, Inc.

            	
              GENERAL
                STORY

            	
              1,494,217

            
	
              Dollar
                General Merchandising, Inc.

            	
              S
                STORY 

            	
              1,493,097

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL

            	
              0,881,060

            
	
              Dollar
                General Merchandising, Inc.

            	
              UNI-LAB
                

            	
              1,952,315

            
	
              Dollar
                General Merchandising, Inc.

            	
              OPEN
                TRAILS

            	
              1,752,567

            
	
              Dollar
                General Merchandising, Inc.

            	
              MY
                PAL

            	
              1,791,692

            
	
              Dollar
                General Merchandising, Inc.

            	
              OPEN
                TRAILS

            	
              1,424,943

            
	
              Dollar
                General Merchandising, Inc.

            	
              DOLLAR
                GENERAL OUR NAME SAYS IT ALL AND DESIGN

            	
              2,210,926

            
	
              Dollar
                General Merchandising, Inc.

            	
              CLOVER
                VALLEY

            	
              2,498,548

            
	
              Dollar
                General Merchandising, Inc.

            	
              CLOVER
                VALLEY

            	
              833,446

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Foreign
      Trademarks

    


    
      	
              Title

            	
              Serial/
                Registration No.

            	
              Country

            
	
              DOLLAR
                GENERAL

            	
              1,241,198

            	
              Canada

            
	
              DOLLAR
                GENERAL

            	
              3,846,573

            	
              European
                Union (CTM)

            
	
              DOLLAR
                GENERAL

            	
              2004B01969

            	
              Hong
                Kong

            
	
              DOLLAR
                GENERAL in 

              Chinese
                Characters

            	
              300042443

            	
              Hong
                Kong

            
	
              DOLLAR
                GENERAL

            	
              477,587

            	
              Mexico

            
	
              DOLLAR
                GENERAL

            	
              892,930

            	
              Mexico