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


    EXHIBIT
      4.5

     

    
 

    PLEDGE
      AGREEMENT

     

    PLEDGE
      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 9 hereof (each such Subsidiary being
      a “Subsidiary
      Pledgor”
and,
      collectively, the “Subsidiary
      Pledgors”;
      the
      Subsidiary Pledgors and the Borrower are referred to collectively as the
“Pledgors”)
      and
      Citicorp North America, Inc., 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 Pledgor 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 Pledgor is a Domestic Subsidiary;

     

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

     

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

     

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

     

    WHEREAS,
      (a) the Pledgors are the legal and beneficial owners of the Equity Interests,
      described in Schedule 1 hereto and issued by the entities named therein (the
      pledged Eq-

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
uity
        Interests are, together with any Equity Interests of the issuer of such Equity
        Interests or any other Subsidiary directly held by any Pledgor in the future,
        in
        each case, except to the extent excluded from the Collateral for the applicable
        Obligations pursuant to the last paragraph of Section 2 below (the “After-acquired
        Shares”),
        referred to collectively herein as the “Pledged
        Shares”)
        and
        (b) each of the Pledgors is the legal and beneficial owner of the Indebtedness
        described in Schedule 1 hereto (together with any other Indebtedness owed
        to any
        Pledgor hereafter and required to be pledged pursuant to Section 9.12(a)
        of the
        Credit Agreement, the “Pledged
        Debt”);

    

     

    NOW,
      THEREFORE, in consideration of the premises and to induce the Administrative
      Agent, the Collateral Agent and the Lenders to enter into the Credit Agreement
      and to induce the respective Lenders to make the Loans under the Credit
      Agreement and to induce one or more Hedge Banks to enter into Secured Hedge
      Agreements with the Borrower and/or its Subsidiaries, the Pledgors 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)  “Proceeds”
and
      any
      other term used herein or in the Credit Agreement without definition that is
      defined in the UCC has the meaning given to it in the UCC.

     

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

     

    (d)  As
      used
      herein, the term “Equity
      Interests”
shall
      mean, collectively, Stock and Stock Equivalents.

     

    (e)  As
      used
      herein, the term “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.

     

    (f)  References
      to “Lenders” in this Pledge Agreement shall be deemed to include Hedge Banks
      that may from time to time enter into Secured Hedge Agreements with the Borrower
      and/or its Subsidiaries.

     

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

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

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

     

    2.  Grant
      of Security.
      Each
      Pledgor hereby transfers, assigns and pledges to the Collateral Agent, for
      the
      ratable benefit of the Secured Parties, and grants to the Collateral Agent,
      for
      the benefit of the Secured Parties, a lien on and a security interest in (the
      “Security
      Interest”)
      all of
      such Pledgor’s right, title and interest in, to and under the following, whether
      now owned or existing or at any time hereafter acquired or existing
      (collectively, the “Collateral”):

     

    (a)  the
      Pledged Shares held by such Pledgor and the certificates representing such
      Pledged Shares and any interest of such Pledgor in the entries on the books
      of
      the issuer of the Pledged Shares or any financial intermediary pertaining to
      the
      Pledged Shares and all dividends, cash, warrants, rights, instruments and other
      property or Proceeds from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all of the Pledged
      Shares.

     

    (b)  the
      Pledged Debt and the instruments evidencing the Pledged Debt owed to such
      Pledgor, and all interest, cash, instruments and other property or Proceeds
      from
      time to time received, receivable or otherwise distributed in respect of or
      in
      exchange for any or all of such Pledged Debt; and

     

    (c)  to
      the
      extent not covered by clauses (a) and (b) above, respectively, all Proceeds
      of
      any or all of the foregoing Collateral.

     

    Notwithstanding
      the foregoing, the Collateral for the Obligations shall not include any Excluded
      Stock and Stock Equivalents.

     

    3.  Security
      for Obligations.
      This
      Pledge Agreement secures the payment of all the Obligations of each Credit
      Party. Without limiting the generality of the foregoing, this Pledge Agreement
      secures the payment of all amounts that constitute part of the Obligations
      and
      would be owed by any Credit Party to the Secured Parties under the Credit
      Documents but for the fact that they are unenforceable or not allowable due
      to
      the existence of a bankruptcy, reorganization or similar proceeding involving
      any Credit Party.

     

    4.  Delivery
      of the Collateral.
      All
      certificates or instruments, if any, representing or evidencing the Collateral
      shall be promptly delivered to and held by or on behalf of the Collateral Agent
      pursuant hereto to the extent required by the Credit Agreement and shall be
      in
      suitable form for transfer by delivery, or shall be accompanied by duly executed
      instruments of transfer or assignment in blank, all in form and substance
      reasonably satisfactory to the Collateral Agent. The Collateral Agent shall
      have
      the right, at any time after the occurrence and during the continuance of an
      Event of Default and with notice to the relevant Pledgor, to transfer to or
      to
      register in the name of the Collateral Agent or any of its nominees any or
      all
      of the Pledged Shares. Each delivery of Collateral (including any After-acquired
      Shares) shall be accompanied by a notice to the Collateral Agent describing
      the
      securities theretofore and then being pledged hereunder.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    5.  Representations
      and Warranties.
      Each
      Pledgor represents and warrants as follows:

     

    (a)  Schedule
      1 hereto (i) correctly represents as of the Closing Date (A) the issuer, the
      certificate number, the Pledgor and the record and beneficial owner, the number
      and class and the percentage of the issued and outstanding Equity Interests
      of
      such class of all Pledged Shares and (B) the issuer, the initial principal
      amount, the Pledgor and holder, date of issuance and maturity date of all
      Pledged Debt and (ii) together with the comparable schedule to each supplement
      hereto, includes all Equity Interests, debt securities and promissory notes
      required to be pledged hereunder. Except as set forth on Schedule 1, the Pledged
      Shares represent all (or 65% in the case of pledges of Foreign Subsidiaries)
      of
      the issued and outstanding Equity Interests of each class of Equity Interests
      in
      the issuer on the Closing Date.

     

    (b)  Such
      Pledgor is the legal and beneficial owner of the Collateral pledged or assigned
      by such Pledgor hereunder free and clear of any Lien, except for Permitted
      Liens
      and the Lien created by this Pledge Agreement.

     

    (c)  As
      of the
      Closing Date, the Pledged Shares pledged by such Pledgor hereunder have been
      duly authorized and validly issued and, in the case of Pledged Shares issued
      by
      a corporation, are fully paid and non-assessable.

     

    (d)  The
      execution and delivery by such Pledgor of this Pledge Agreement and the pledge
      of the Collateral pledged by such Pledgor hereunder pursuant hereto create
      a
      legal, valid and enforceable security interest in such Collateral and, upon
      delivery of such Collateral to the Collateral Agent in the State of New York,
      shall constitute a fully perfected Lien on and security interest in the
      Collateral, securing the payment of the Obligations, in favor of the Collateral
      Agent for the benefit of the Secured Parties, except as enforceability thereof
      may be limited by bankruptcy, insolvency or other similar laws affecting
      creditors’ rights generally and subject to general principles of
      equity.

     

    (e)  Such
      Pledgor has full power, authority and legal right to pledge all the Collateral
      pledged by such Pledgor pursuant to this Pledge Agreement and this Pledge
      Agreement, constitutes a legal, valid and binding obligation of each Pledgor,
      enforceable in accordance with its terms, except as enforceability thereof
      may
      be limited by bankruptcy, insolvency or other similar laws affecting creditors’
rights generally and subject to general principles of equity.

     

    6.  Certification
      of Limited Liability Company, Limited Partnership Interests and Pledged
      Debt.

     

    (a)  In
      the
      event that any Equity Interests in any Domestic Subsidiary that is organized
      as
      a limited liability company or limited partnership and pledged hereunder shall
      be represented by a certificate, the applicable Pledgor shall cause the issuer
      of such interests to elect to treat such interests as a “security” within the
      meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of
      organization or formation, as applicable, by including in its
      organiza-

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        
tional
        documents language substantially similar to the following and, accordingly,
        such
        interests shall be governed by Article 8 of the Uniform Commercial
        Code:

    

     

    “The
      Partnership/Company hereby irrevocably elects that all membership interests
      in
      the Partnership/Company shall be securities governed by Article 8 of the Uniform
      Commercial Code of [jurisdiction of organization or formation, as applicable].
      Each certificate evidencing partnership/membership interests in the
      Partnership/Company shall bear the following legend: “This certificate evidences
      an interest in [name of Partnership/LLC] and shall be a security for purposes
      of
      Article 8 of the Uniform Commercial Code.” No change to this provision shall be
      effective until all outstanding certificates have been surrendered for
      cancellation and any new certificates thereafter issued shall not bear the
      foregoing legend.”

     

    (b)  In
      the
      event that any Equity Interests in any Domestic Subsidiary that is organized
      as
      a limited liability company or limited partnership and pledged hereunder shall
      not be represented by a certificate but the interests in such Domestic
      Subsidiary are securities for purposes of Section 8-103 of the UCC, the
      applicable Pledgor shall cause the subsidiary to issue a certificate for such
      Equity Interests and to comply with clause (a) above.

     

    (c)  Each
      Pledgor will comply with Section 9.12(b) of the Credit Agreement.

     

    7.  Further
      Assurances.
      Each
      Pledgor agrees that at any time and from time to time, at the expense of such
      Pledgor, 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.

     

    8.  Voting
      Rights; Dividends and Distributions; Etc.

     

    (a)  So
      long
      as no Event of Default shall have occurred and be continuing:

     

    (i)  Each
      Pledgor shall be entitled to exercise any and all voting and other consensual
      rights pertaining to the Collateral or any part thereof for any purpose not
      prohibited by the terms of this Pledge Agreement or the other Credit
      Documents.

     

    (ii)  The
      Collateral Agent shall execute and deliver (or cause to be executed and
      delivered) to each Pledgor all such proxies and other instruments as such
      Pledgor may reasonably request for the purpose of enabling such Pledgor to
      exercise the voting and other rights that it is entitled to exercise pursuant
      to
      paragraph (i) above.

     

    (b)  Subject
      to paragraph (c) below, each Pledgor shall be entitled to receive and retain
      and
      use, free and clear of the Lien created by this Pledge Agreement, any and all
      dividends, distributions, principal and interest made or paid in respect of
      the
      Collateral to the extent 

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        
permitted
        by the Credit Agreement, as applicable; provided,
        however,
        that
        any and all noncash dividends, interest, principal or other distributions
        that
        would constitute Pledged Shares or Pledged Debt, whether resulting from a
        subdivision, combination or reclassification of the outstanding Equity Interests
        of the issuer of any Pledged Shares or received in exchange for Pledged Shares
        or Pledged Debt or any part thereof, or in redemption thereof, or as a result
        of
        any merger, consolidation, acquisition or other exchange of assets to which
        such
        issuer may be a party or otherwise, shall be, and shall be forthwith delivered
        to the Collateral Agent to hold as, Collateral and shall, if received by
        such
        Pledgor, be received in trust for the benefit of the Collateral Agent, be
        segregated from the other property or funds of such Pledgor and be forthwith
        delivered to the Collateral Agent as Collateral in the same form as so received
        (with any necessary indorsement).

    

     

    (c)  Upon
      written notice to a Pledgor by the Collateral Agent following the occurrence
      and
      during the continuance of an Event of Default,

     

    (i)  all
      rights of such Pledgor to exercise or refrain from exercising the voting and
      other consensual rights that it would otherwise be entitled to exercise pursuant
      to Section 8(a)(i) shall cease, and all such rights shall thereupon become
      vested in the Collateral Agent, which shall thereupon have the sole right to
      exercise or refrain from exercising such voting and other consensual rights
      during the continuance of such Event of Default, provided
      that,
      unless otherwise directed by the Required Lenders, the Collateral Agent shall
      have the right (but not the obligation) from time to time following the
      occurrence and during the continuance of an Event of Default to permit the
      Pledgors to exercise such rights. After all Events of Default have been cured
      or
      waived, each Pledgor will have the right to exercise the voting and consensual
      rights that such Pledgor would otherwise be entitled to exercise pursuant to
      the
      terms of Section 8(a)(i) (and the obligations of the Collateral Agent under
      Section 8(a)(ii) shall be reinstated);

     

    (ii)  all
      rights of such Pledgor to receive the dividends, distributions and principal
      and
      interest payments that such Pledgor would otherwise be authorized to receive
      and
      retain pursuant to Section 8(b) shall cease, and all such rights shall thereupon
      become vested in the Collateral Agent, which shall thereupon have the sole
      right
      to receive and hold as Collateral such dividends, distributions and principal
      and interest payments during the continuance of such Event of Default. After
      all
      Events of Default have been cured or waived, the Collateral Agent shall repay
      to
      each Pledgor (without interest) all dividends, distributions and principal
      and
      interest payments that such Pledgor would otherwise be permitted to receive,
      retain and use pursuant to the terms of Section 8(b);

     

    (iii)  all
      dividends, distributions and principal and interest payments that are received
      by such Pledgor contrary to the provisions of Section 8(b) shall be received
      in
      trust for the benefit of the Collateral Agent shall be segregated from other
      property or funds of such Pledgor and shall forthwith be delivered to the
      Collateral Agent as Collateral in the same form as so received (with any
      necessary indorsements); and

     

    (iv)  in
      order
      to permit the Collateral Agent to receive all dividends, distributions and
      principal and interest payments to which it may be entitled under Section 8(b)
      

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        
above,
        to
        exercise the voting and other consensual rights that it may be entitled to
        exercise pursuant to Section 8(c)(i) above, and to receive all dividends,
        distributions and principal and interest payments that it may be entitled
        to
        under Sections 8(c)(ii) and (c)(iii) above, such Pledgor shall from time
        to time
        execute and deliver to the Collateral Agent, appropriate proxies, dividend
        payment orders and other instruments as the Collateral Agent may reasonably
        request in writing.

    

     

    9.  Transfers
      and Other Liens; Additional Collateral; Etc.
      Each
      Pledgor shall:

     

    (a)  not
      (i)
      except as permitted by the Credit Agreement, sell or otherwise dispose of,
      or
      grant any option or warrant with respect to, any of the Collateral or (ii)
      create or suffer to exist any consensual Lien upon or with respect to any of
      the
      Collateral, except for the Lien created by this Pledge Agreement provided
      that in
      the event such Pledgor sells or otherwise disposes of assets as permitted by
      the
      Credit Agreement, and such assets are or include any of the Collateral, the
      Collateral Agent shall release such Collateral to such Pledgor free and clear
      of
      the Lien created by this Agreement concurrently with the consummation of such
      sale;

     

    (b)  pledge
      and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral
      Agent for the ratable benefit of the Secured Parties, immediately upon
      acquisition thereof, all the Equity Interests and all evidence of Indebtedness
      held or received by such Pledgor or Domestic Subsidiary required to be pledged
      hereunder pursuant to Section 9.12 of the Credit Agreement, in each case
      pursuant to a supplement to this Pledge Agreement substantially in the form
      of
      Annex A hereto (it being understood that the execution and delivery of such
      a
      supplement shall not require the consent of any Pledgor hereunder and that
      the
      rights and obligations of each Pledgor hereunder shall remain in full force
      and
      effect notwithstanding the addition of any new Subsidiary Pledgor as a party
      to
      this Pledge Agreement); and

     

    (c)  defend
      its and the Collateral Agent’s title or interest in and to all the Collateral
      (and in the Proceeds thereof) against any and all Liens (other than Permitted
      Liens and the Lien created by this Agreement), however arising, and any and
      all
      Persons whomsoever.

     

    10.  Collateral
      Agent Appointed Attorney-in-Fact.
      Each
      Pledgor hereby appoints, which appointment is irrevocable and coupled with
      an
      interest, the Collateral Agent as such Pledgor’s attorney-in-fact, with full
      authority in the place and stead of such Pledgor and in the name of such Pledgor
      or otherwise, to take any action and to execute any instrument, in each case
      after the occurrence and during the continuance of an Event of Default and
      with
      notice to such Pledgor, that the Collateral Agent may deem reasonably necessary
      or advisable to accomplish the purposes of this Pledge Agreement, including
      to
      receive, indorse and collect all instruments made payable to such Pledgor
      representing any dividend, distribution or principal or interest payment in
      respect of the Collateral or any part thereof and to give full discharge for
      the
      same.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    11.  The
      Collateral Agent’s Duties.
      The
      powers conferred on the Collateral Agent hereunder are solely to protect its
      interest in the Collateral and shall not impose any duty upon it to exercise
      any
      such powers. Except for the safe custody of any Collateral in its possession
      and
      the accounting for moneys actually received by it hereunder, the Collateral
      Agent shall have no duty as to any Collateral, as to ascertaining or taking
      action with respect to calls, conversions, exchanges, maturities, tenders or
      other matters relative to any Pledged Shares, whether or not the Collateral
      Agent or any other Secured Party has or is deemed to have knowledge of such
      matters, or as to the taking of any necessary steps to preserve rights against
      any parties or any other rights pertaining to any Collateral. 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.

     

    12.  Remedies.
      If any
      Event of Default shall have occurred and be continuing:

     

    (a)  The
      Collateral Agent may exercise in respect of the Collateral, in addition to
      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 (whether
      or
      not the UCC applies to the affected Collateral) 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, at any
      exchange broker’s board or at any of the Collateral Agent’s offices or
      elsewhere, for cash, 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 Pledgor, and each
      Pledgor 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 or 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 all 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 Pledgor agrees that, to the extent notice of
      sale
      shall be required by law, at least ten days’ notice to such Pledgor 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 Pledgor hereby waives any claim
      against the Collateral Agent arising by reason of the fact that the price at
      which 

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        
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.

    

     

    (b)  Subject
      to provisions set forth in the Intercreditor Agreement with respect to ABL
      Collateral, the Collateral Agent shall apply the Proceeds of any collection
      or
      sale of the Collateral in the manner 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.

     

    (c)  The
      Collateral Agent may exercise any and all rights and remedies of each Pledgor
      in
      respect of the Collateral.

     

    (d)  All
      payments received by any Pledgor in respect of the Collateral after the
      occurrence and during the continuance of an Event of Default shall be received
      in trust for the benefit of the Collateral Agent shall be segregated from other
      property or funds of such Pledgor and shall be forthwith delivered to the
      Collateral Agent as Collateral in the same form as so received (with any
      necessary indorsement).

     

    13.  Amendments,
      etc. with Respect to the Obligations; Waiver of Rights.
      Each
      Pledgor shall remain obligated hereunder notwithstanding that, without any
      reservation of rights against any Pledgor and without notice to or further
      assent by any Pledgor, (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, 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 applicable Administrative Agent (or
      the
      Required Lenders, as the case may be, or, in the case of any Secured Cash
      Management Agreement and 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 Pledge
      Agreement or any property subject thereto. When making any demand hereunder
      against any Pledgor, the Collateral Agent or any other Secured Party may, but
      shall be under no obligation to, make a similar demand on any Borrower or any
      Pledgor 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 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        
payments
        from any Borrower or any Pledgor or any other person or any release of any
        Borrower or any Pledgor or any other person shall not relieve any Pledgor
        in
        respect of which a demand or collection is not made or any Pledgor 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 Pledgor.
        For
        the purposes hereof “demand” shall include the commencement and continuance of
        any legal proceedings.

    

     

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

     

    (a)  This
      Pledge Agreement shall remain in full force and effect and be binding in
      accordance with and to the extent of its terms upon each Pledgor 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 the Obligations (other than any contingent
      indemnity obligations not then due) under the Credit Documents 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 Pledgor shall automatically be released from its obligations
      hereunder and the Collateral of such Subsidiary Pledgor shall be automatically
      released upon such Subsidiary Pledgor ceasing to be a Guarantor in accordance
      with Section 13.1 of the Credit Agreement.

     

    (c)  The
      Collateral shall be automatically released from the Liens of this Agreement
      (i)
      to the extent provided for 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 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 Liens of this Agreement.

     

    (d)  In
      connection with any termination or release pursuant to the foregoing paragraph
      (a), (b) or (c), the Collateral Agent shall execute and deliver to any Pledgor
      or authorize the filing of, at such Pledgor’s expense, all documents that such
      Pledgor shall reasonably request to evidence such termination or release. Any
      execution and delivery of documents pursuant to this Section 14 shall be without
      recourse to or warranty by the Collateral Agent.

     

    15.  Reinstatement.
      Each
      Pledgor 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 Pledgor, under any
      bankruptcy law, state, federal or foreign 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 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        
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
        Pledgor in respect of the amount of such payment.

    

     

    16.  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 Pledgor 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.

     

    17.  Counterparts.
      This
      Pledge Agreement may be executed by one or more of the parties to this Pledge
      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. 

     

    18.  Severability.
      Any
      provision of this Pledge 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.

     

    19.  Integration.
      This
      Pledge Agreement together with the other Credit Documents represents the
      agreement of each of the Pledgors 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.

     

    20.  Amendments
      in Writing; No Waiver; Cumulative Remedies.

     

    (a)  None
      of
      the terms or provisions of this Pledge Agreement may be waived, amended,
      supplemented or otherwise modified except by a written instrument executed
      by
      the affected Pledgor and the Collateral Agent in accordance with Section 13.1
      of
      the Credit Agreement.

     

    (b)  Neither
      the Collateral Agent nor any Secured Party shall by any act (except by a written
      instrument pursuant to Section 20(a) hereof), 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 

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        
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.

    

     

    (c)  The
      rights, remedies, powers and privileges herein provided are cumulative, may
      be
      exercised singly or concurrently and are not exclusive of any other rights
      or
      remedies provided by law.

     

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

     

    22.  Successors
      and Assigns.
      This
      Pledge Agreement shall be binding upon the successors and assigns of each
      Pledgor and shall inure to the benefit of the Collateral Agent and the other
      Secured Parties and their respective successors and assigns, except that no
      Pledgor may assign, transfer or delegate any of its rights or obligations under
      this Pledge Agreement without the prior written consent of the Collateral
      Agent.

     

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

     

    24.  Submission
      to Jurisdiction; Waivers.
      Each
      party hereto irrevocably and unconditionally:

     

    (a)  submits
      for itself and its property in any legal action or proceeding relating to this
      Pledge 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 16 or at such other address of which the Collateral Agent 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

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    (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 24 any
      special, exemplary, punitive or consequential damages.

     

    25.  GOVERNING
      LAW.
      THIS
      PLEDGE 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.

     

     

    [Signature
      Pages Follow]

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
          -13-

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 

                        Pledgor

    


    


                        By:
      /s/ Wade
      Smith        


    
      	 	
                                                            Name:

            	
               Wade
                Smith

            


    

    
      	 	
                                                            Title:

            	
                 
                Treasurer

            


    

    


    


                        DG
      RETAIL, LLC, as
      Pledgor

    


    


                        By: /s/
      Wade
      Smith                     
       

    
      	 	
                                  Dollar

            	
              General
                Corporation
                

            


    

    
      	 	 	
                                       
                as sole member

            


    

                             
      Wade Smith 

                              
      Treasurer

    


    


                        DOLGENCORP,
      INC., as
      Pledgor


    


                        By:
      /s/ Wade
      Smith       

    
      	 	
                          Name:

            	
               Wade
                Smith

            


    

    
      	 	
                                                           Title:

            	
                 
                Treasurer

            


    

    


    


                        DOLGENCORP
      OF NEW
      YORK, INC., as

         Pledgor

    


    


                        By:
      /s/ Wade
      Smith                        

                                                       
      Name: Wade
      Smith 

                                                 
      Title:    Treasurer

    


    


                        DOLGENCORP
      OF TEXAS,
      INC., as Pledgor

    


    


                        By:
      /s/ Wade
      Smith            

                                                              Name: Wade
      Smith

                                                 
      Title:    Treasurer

     

     

     

     

    
      
        
        

      

      
        
          S
            -1

          Pledge
            Agreement Signature Pages

        

        
          

        

      

      
        
        

      

    

    

                                              DG
        TRANSPORTATION,
        INC., as Pledgor

      


      


                                              By:
        /s/ Wade
        Smith                       
        

      
        	                                                
	
                Name:

              	
                 Wade
                  Smith

              


      

      
        	 	
                                                                                                             Title:

              	
                   
                  Treasurer

              


      

      


      


                                              DG
        LOGISTICS, LLC, as
        Pledgor

      


                                              By:
/s/
        Wade
        Smith                      
        

                                          DG
        Transportation,
        Inc. as Manager

                                            
Wade
        Smith

                                             
        Treasurer

      


      


                                              DGC
        PROPERTIES LLC,
        as Pledgor

      


      


      
        	                                              	
                By:     /s/Wade Smith                   

              	 


      

                                                                                                       
        Dolgencorp, Inc., as sole member
                                                 
        Wade Smith

                                                                                                       
        Treasurer

      


                                              SOUTH
        BOSTON
        HOLDINGS, INC., as Pledgor

          


              


      
        	                                               	
                  By:

              	
                /s/
                  Wade Smith                   
                  

              


      

      
        	                                                        
                	
                Name:

              	
                Wade
                  Smith

              


      

      
        	                                                     	
                Title:

              	
                Treasurer

              


      

      


      


                                              SUN-DOLLAR,
        L.P., as
        Pledgor

      


      


                                              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

          
            Pledge
              Agreement Signature Pages

          

        

        
          

        

      

      
        
        

      

    

    

                      SOUTH
        BOSTON
        FF&E, LLC, as Pledgor

      


                    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 Pledgor

      


      


                 By:
        /s/ Wade Smith                

                     
        Name: WadeSmith

                              
        Title:     
        Treasurer

      


      


                      DOLLAR
        GENERAL
        INVESTMENT, INC., as

                      Pledgor

      


      


              By:
        /s/ Wade
        Smith                 

                               Name: Wade
        Smith

                              
        Title:     
        Treasurer

      


                      DOLLAR
        GENERAL
MERCHANDISING,
        INC.,

                                                   
        as Pledgor 

       

                                  By:
        /s/ Wade Smith                 

                                
Name:
        Wade Smith

                             
        Title:     
        Treasurer

    

     

     

    
      
        
        

      

      
        S
          -3

          Pledge Agreement
            Signature Pages

        

        
          

        

      

      
        
        

      

    

    

                                              DOLLAR
        GENERAL
        PARTNERS, as Pledgor

      


      


                                              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

                                              Pledgor

                                              By:
        /s/ Wade
        Smith                  

                                          
Dollar
        General
        Partners as sole member

      
        	 	
                                                                                                        By:

              	
                Dollar
                  General Corporation -
                  its
                  authorized general partner 

              


      

                                                                                                     
        Wade Smith 

                                                                                                      Treasurer

    

     

     

    
      
        
        

      

      
        S
          -4

          Pledge
            Agreement Signature Pages

        

        
          

        

      

      
        
        

      

    

     

     

     

    

                          CITICORP
        NORTH
        AMERICA, INC., as

                                                        Collateral
        Agent

       

       

                                                        By: /s/
        Jeffrey Nitz                

                      
        Name:  Jeffrey Nitz

                                    Title:    
        Director

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    S-5

    
      Pledge
        Agreement Signature Pages

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    


    SCHEDULE
      1

     

    TO
      THE
      PLEDGE AGREEMENT

     

    Pledged
      Shares

     

    
      	
              Record
                Owner

               

            	
              Issuer

               

            	
              Certificate
                No.

               

            	
              Number
                and

               

              Class
                of Shares

               

            	
              %
                of 

               

              Shares
                Owned

               

            
	
              Dolgencorp,
                Inc. 

               

            	
              South
                Boston Holdings, Inc.

               

            	
              1

               

            	
              1,000;
                Common Stock

               

            	
              100%

               

            
	
              Dollar
                General 

               

              Corporation
                

               

            	
              Dollar
                General Merchandising, Inc.

               

            	
              1

               

            	
              1,000;
                Common Stock

               

            	
              100%

               

            
	
              Dollar
                General 

               

              Corporation
                

               

            	
              DG
                Promotions, Inc.

               

            	
              1

               

            	
              100;
                Common Stock

               

            	
              100%

               

            
	
              Dolgencorp,
                Inc.

               

            	
              Dolgencorp
                of Texas, Inc.

               

            	
              1

               

            	
              1,000;
                Common Stock

               

            	
              100%

               

            
	
              Dolgencorp,
                Inc.

               

            	
              Dolgencorp
                of New York, Inc.

               

            	
              1

               

            	
              1,000;
                Common Stock

               

            	
              100%

               

            
	
              Dolgencorp,
                Inc.

               

            	
              DG
                Transportation, Inc.

               

            	
              1

               

            	
              1,000;
                Common Stock

               

            	
              100%

               

            
	
              Dollar
                General 

               

              Corporation

               

            	
              Dolgencorp,
                Inc.

               

            	
              1

               

            	
              642;
                Common Stock

               

            	
              100%

               

            
	
              Dollar
                General 

               

              Corporation

               

            	
              Dollar
                General Investment, Inc.

               

            	
              1

               

            	
              2,000;
                Common Stock

               

            	
              100%

               

            
	
              Dolgencorp,
                Inc.

               

            	
              DGC
                Properties LLC (DE)

               

            	
              -

               

            	
              1
                Membership Interest

               

            	
              100%

               

            
	
              South
                Boston Holdings, Inc.; Dolgencorp, Inc.

               

            	
              Sun
                Dollar L.P. (CA)

               

            	
              -

               

            	
              South
                Boston Holdings, Inc. - 1.00% ownership 

               

              Dolgencorp,
                Inc. - 99% ownership; 2 partnership Interests

               

            	
              100%

               

            
	
              Dollar
                General 

               

              Corporation

               

            	
              DG
                Retail LLC (TN)

               

            	
              -

               

            	
              1
                Memberships Interest

               

            	
              100%

               

            
	
              DG
                Transportation Inc.

               

            	
              DG
                Logistics LLC (TN)

               

            	
              -

               

            	
              1
                Membership Interest

               

            	
              100%

               

            
	
              Sun
                Dollar, L.P.

               

            	
              South
                Boston FF&E (DE) 

               

            	
              -

               

            	
              1
                Membership Interest

               

            	
              100%

               

            
	
              Dolgencorp,
                Inc.; Dollar General Corporation; Dollar General Merchandising,
                Inc.

               

            	
              Dollar
                General Partners (KY)

               

            	
              -

               

            	
              Dollar
                General Corporation - 1.00% ownership 

               

              Dollar
                General Merchandising - 99% ownership; 3 Partnership
                Interests

               

            	
              100%

               

            
	
              Dollar
                General Partners (KY partnership)

               

            	
              DGC
                Properties of Kentucky, LLC (DE)

               

            	
              -

               

            	
              1
                Membership Interest

               

            	
              100%

               

            
	
              Dollar
                General 

               

              Corporation

               

            	
              Dollar
                General Global Sourcing Limited (Hong Kong)

               

            	
              1

               

            	
              999
                of which 650 pledged; 

               

              Ordinary
                Shares

               

            	
              99.9%
                of which

               

              65%pledged

               

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Pledged
      Debt

     

    
      	
              Payee

            	
              Issuer

            	
              Principal

              Amount

            	
              Date
                of

              Instrument

            
	
               

              Dolgencorp,
                Inc.

               

            	
               

              Dollar
                General Partners

               

            	
              $45,592,000

               

            	
              10/15/2005

            
	
               

              Dollar
                General Investment, Inc.

               

            	
               

              Dolgencorp,
                Inc.

               

            	
              $95,700,000

               

            	
              12/23/2005

            
	
               

              Dollar
                General Investment, Inc.

               

            	
               

              Dolgencorp,
                Inc.

               

            	
              $284,994,540

               

            	
              6/21/2002

            
	
               

              Dollar
                General Investment, Inc.

               

            	
               

              Dolgencorp
                of Texas, Inc.

               

            	
              $21,719,882

               

            	
              6/21/2002

            
	
               

              Dollar
                General Investment, Inc.

               

            	
               

              Dollar
                General Partners

               

            	
              $10,885,995

               

            	
              6/21/2002

            


    

    


     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ANNEX
      A

     

    TO
      THE
      PLEDGE AGREEMENT

     

    SUPPLEMENT
      NO. [    ] dated as of
      [            ] to
      the PLEDGE 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 (each
      such Subsidiary being a “Subsidiary
      Pledgor”
and,
      collectively, the “Subsidiary
      Pledgors”;
      the
      Subsidiary Pledgors and the Borrower are referred to collectively as the
“Pledgors”)
      and
      Citicorp North America, Inc., as collateral agent (in such capacity, the
“Collateral
      Agent”)
      under
      the Credit Agreement referred to below.

     

    A. Reference
      is made to that certain Credit Agreement, dated as of July 6, 2007 (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”),
      Citicorp North America, Inc., as Administrative Agent and Collateral Agent
      and
      the Guarantee dated as of July 6, 2007 (as the same may be amended, restated,
      supplemented and or otherwise modified from time to time, the “Guarantee”),
      among
      the Borrower, the Guarantors party thereto and the Collateral
      Agent.

     

    B. Capitalized
      terms used herein and not otherwise defined herein shall have the meanings
      assigned to such terms in the Pledge Agreement.

     

    C. The
      Pledgors have entered into the Pledge Agreement in order to induce the
      Administrative Agent, the Collateral Agent, the Syndication Agent and the
      Lenders to enter into the Credit Agreement and to induce the respective Lenders
      to make the Loans to the Borrower under the Credit Agreement and to induce
      one
      or more Hedge Banks to enter into Secured Hedge Agreements with the Borrower
      and/or its Subsidiaries.

     

    D. The
      undersigned Guarantors (each an “Additional
      Pledgor”)
      are
      (a) the legal and beneficial owners of the Equity Interests described in
      Schedule 1 hereto and issued by the entities named therein (such pledged Equity
      Interests, together with any Equity Interests of the issuer of such Pledged
      Shares or any other Subsidiary held directly by any Additional Pledgor in the
      future, in each case, except to the extent excluded from the Collateral for
      the
      applicable Obligations pursuant to the penultimate paragraph of Section 1 below
      (the “After-acquired
      Additional Pledged Shares”),
      referred to collectively herein as the “Additional
      Pledged Shares”)
      and
      (b) the legal and beneficial owners of the Indebtedness described under Schedule
      1 hereto (together with any other Indebtedness owed to any Additional Pledgor
      hereafter and required to be pledged pursuant to Section 9.12(a) of the Credit
      Agreement, the “Additional
      Pledged Debt”).

     

    E. Section
      9.11 of the Credit Agreement and Section 9(b) of the Pledge Agreement provide
      that additional Subsidiaries may become Subsidiary Pledgors under the Pledge
      Agreement by execution and delivery of an instrument in the form of this
      Supplement. Each undersigned Additional Pledgor is executing this Supplement
      in
      accordance with the requirements of Section 9(b) of the Pledge Agreement to
      pledge to the Collateral Agent for the rat-

     

    
      
         

      

      
         

        
          

        

      

      
         
able
        benefit of the Secured Parties the Additional Pledged Shares and the Additional
        Pledged Debt and to become a Subsidiary Pledgor under the Pledge Agreement
        in
        order to induce the Lenders to make additional Loans and as consideration
        for
        Loans previously made.

    

     

    Accordingly,
      the Collateral Agent and each undersigned Additional Pledgor agree as
      follows:

     

    SECTION
      1. In accordance with Section 9(b) of the Pledge Agreement, each Additional
      Pledgor by its signature hereby transfers, assigns and pledges to the Collateral
      Agent, for the ratable benefit of the Secured Parties, and hereby grants to
      the
      Collateral Agent, for the ratable benefit of the Secured Parties, a security
      interest in all of such Additional Pledgor’s right, title and interest in the
      following, whether now owned or existing or hereafter acquired or existing
      (collectively, the “Additional
      Collateral”):

     

    (a) the
      Additional Pledged Shares held by such Additional Pledgor and the certificates
      representing such Additional Pledged Shares and any interest of such Additional
      Pledgor in the entries on the books of the issuer of the Additional Pledged
      Shares or any financial intermediary pertaining to the Additional Pledged Shares
      and all dividends, cash, warrants, rights, instruments and other property or
      Proceeds from time to time received, receivable or otherwise distributed in
      respect of or in exchange for any or all of the Additional Pledged
      Shares;

     

    (b) the
      Additional Pledged Debt and the instruments evidencing the Additional Pledged
      Debt owed to such Additional Pledgor, and all interest, cash, instruments and
      other property or Proceeds from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all of such Additional
      Pledged Debt; and

     

    (c) to
      the
      extent not covered by clauses (a) and (b) above, respectively, all Proceeds
      of
      any or all of the foregoing Additional Collateral.

     

    Notwithstanding
      the foregoing, the Additional Collateral for the Obligations shall not include
      any Excluded Stock and Stock Equivalents.

     

    For
      purposes of the Pledge Agreement, the Collateral shall be deemed to include
      the
      Additional Collateral.

     

    SECTION
      2. Each Additional Pledgor by its signature below becomes a Pledgor under the
      Pledge Agreement with the same force and effect as if originally named therein
      as a Pledgor, and each Additional Pledgor hereby agrees to all the terms and
      provisions of the Pledge Agreement applicable to it as a Pledgor thereunder.
      Each reference to a “Subsidiary Pledgor” or a “Pledgor” in the Pledge Agreement
      shall be deemed to include each Additional Pledgor. The Pledge Agreement is
      hereby incorporated herein by reference.

     

    SECTION
      3. Each Additional Pledgor represents and warrants as follows:

     

    (a) Schedule
      1 hereto correctly represents as of the date hereof (A) the issuer, the
      certificate number, the Additional Pledgor and registered owner, the number
      and
      class 

     

    
      
         

      

      
        -2-

        
          

        

      

      
         
and
        the
        percentage of the issued and outstanding Equity Interests of such class of
        all
        Additional Pledged Shares and (B) the issuer, the initial principal amount,
        the
        Additional Pledgor and holder, date of and maturity date of all Additional
        Pledged Debt. Except as set forth on Schedule 1, the Pledged Shares represent
        all (or 65% in the case of pledges of Foreign Subsidiaries) of the issued
        and
        outstanding Equity Interests of each class of Equity Interests of the issuer
        on
        the date hereof.

    

     

    (b) Such
      Additional Pledgor is the legal and beneficial owner of the Additional
      Collateral pledged or assigned by such Additional Pledgor hereunder free and
      clear of any Lien, except for the Lien created by this Supplement to the Pledge
      Agreement.

     

    (c) As
      of the
      date of this Supplement, the Additional Pledged Shares pledged by such
      Additional Pledgor hereunder have been duly authorized and validly issued and,
      in the case of Additional Pledged Shares issued by a corporation, are fully
      paid
      and non-assessable.

     

    (d) The
      execution and delivery by such Additional Pledgor of this Supplement and the
      pledge of the Additional Collateral pledged by such Additional Pledgor hereunder
      pursuant hereto create a valid and perfected first-priority security interest
      in
      the Additional Collateral, securing the payment of the Obligations, in favor
      of
      the Collateral Agent for the ratable benefit of the Secured
      Parties.

     

    (e) Such
      Additional Pledgor has full power, authority and legal right to pledge all
      the
      Additional Collateral pledged by such Additional Pledgor pursuant to this
      Supplement, and this Supplement constitutes a legal, valid and binding
      obligation of each Additional Pledgor, enforceable in accordance with its terms,
      except as enforceability thereof may be limited by bankruptcy, insolvency or
      other similar laws affecting creditors’ rights generally and subject to general
      principles of equity.

     

    SECTION
      4. This Supplement may be executed by one or more of the parties to this
      Supplement on any number of separate counterparts (including by facsimile or
      other electronic transmission), and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument. A set of the copies
      of this Supplement signed by all the parties shall be lodged with the Collateral
      Agent and the Borrower. This Supplement shall become effective as to each
      Additional Pledgor when the Collateral Agent shall have received counterparts
      of
      this Supplement that, when taken together, bear the signatures of such
      Additional Pledgor and the Collateral Agent.

     

    SECTION
      5. Except as expressly supplemented hereby, the Pledge Agreement shall remain
      in
      full force and effect.

     

    SECTION
      6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
      HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

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

     

    SECTION
      8. All notices, requests and demands pursuant hereto shall be made in accordance
      with Section 16 of the Pledge Agreement. All communications and notices
      hereunder to each Additional Pledgor 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.

     

     

     

     

     

     

     

     

     

     

    -4-