Exhibit 4.54


 


SUPPLEMENT NO. 4 TO THE

SECURITY AGREEMENT (ABL)


 


SUPPLEMENT NO. 4 dated as of March 30, 2010, to
the Security Agreement dated as of July 6, 2007, as previously
supplemented (the “Security Agreement”), among Dollar General
Corporation, a Tennessee corporation (the “Parent Borrower”),
each subsidiary of the Parent Borrower party to the Credit Agreement (as
defined below) (each such subsidiary, a “Subsidiary Borrower” together
with the Parent Borrower, the “Borrowers”) and each subsidiary of the
Parent Borrower that became a party thereto pursuant to Section 8.13 of
the Security Agreement) (each such subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”;
the Subsidiary Grantors, the Subsidiary Borrowers and the Parent Borrower are
referred to collectively herein as the “Grantors”),
and Wells Fargo Retail Finance, LLC as successor in interest to The CIT
Group/Business Credit, Inc. (“CIT”), as collateral agent (in such
capacity, the “Collateral Agent”) under the Credit Agreement
referred to below.


 


A.            Reference
is made to that certain ABL 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 Parent Borrower, the Subsidiary Borrowers, the lenders or other financial
institutions or entities from time to time party thereto (the “Lenders”),
Wells Fargo Retail Finance, LLC as successor in interest to The CIT
Group/Business Credit, Inc., as Administrative Agent and Collateral Agent.


 


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


 


C.             The
Grantors have entered into the Security Agreement in order to induce the Administrative
Agent, the Collateral Agent, the Letter of Credit Issuer,  and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make the Loans to the Borrowers and the
Letter of Credit Issuer to issue Letters of Credit under the Credit Agreement
and to induce one or more Cash Management Banks and Hedge Banks to enter into
Secured Cash Management Agreements and Secured Hedge Agreements with the Borrowers
and/or their respective Subsidiaries.


 


D.            Section 9.11
of the Credit Agreement and Section 8.13 of the Security Agreement provide
that each Subsidiary of the Parent Borrower that is required to become a party
to the 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 therein, for all purposes of the Security Agreement upon execution
and delivery by such Subsidiary of an instrument in the form of this
Supplement.  Each undersigned Subsidiary
(each a “New Grantor”) is executing this Supplement in accordance with
the requirements of the Security Agreement to become a Subsidiary Grantor or
Subsidiary Borrower under the Security Agreement in order to induce the Lenders
to make additional Loans and the Letter of Credit Issuer to issue Letters of
Credit and as consideration for Loans previously made and Letters of Credit
previously issued.


 

















 


Accordingly, the Collateral Agent and the New
Grantors agree as follows:


 


SECTION 1.           In
accordance with Section 8.13 of the Security Agreement, each New Grantor
by its signature below becomes a Grantor under the Security Agreement with the
same force and effect as if originally named therein as a Grantor and each New
Grantor hereby (a) agrees to all the terms and provisions of the Security
Agreement applicable to it as a Grantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Grantor thereunder
are true and correct on and as of the date hereof.  In furtherance of the foregoing, each New
Grantor, as security for the payment and performance in full of the Obligations,
does hereby bargain, sell, convey, assign, set over, mortgage, pledge,
hypothecate and transfer to the Collateral Agent for the benefit of the Secured
Parties, and hereby grants to the Collateral Agent for the benefit of the
Secured Parties, a security interest in all of the Collateral of such New
Grantor, in each case whether now or hereafter existing or in which it now has
or hereafter acquires an interest.  Each
reference to a “Grantor” in the Security Agreement shall be deemed to include
each New Grantor.  The Security Agreement
is hereby incorporated herein by reference.


 


SECTION 2.           Each
New Grantor represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, subject to the effects of
bankruptcy, insolvency or similar laws affecting creditors’ rights generally
and general equitable principles.


 


SECTION 3.           This
Supplement may be executed by one or more of the parties to this Supplement on
any number of separate counterparts (including by facsimile or other electronic
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. 
A set of the copies of this Supplement signed by all the parties shall
be lodged with the Collateral Agent and the Parent Borrower.  This Supplement shall become effective as to
each New Grantor when the Collateral Agent shall have received counterparts of
this Supplement that, when taken together, bear the signatures of such New
Grantor and the Collateral Agent.


 


SECTION 4.           Such
New Grantor hereby represents and warrants that set forth on Schedule I hereto
is (i) the legal name of such New Grantor, (ii) the jurisdiction of
incorporation or organization of such New Grantor, (iii) the identity or
type of organization or corporate structure of such New Grantor and (iv) the
Federal Taxpayer Identification Number and organizational number of such New
Grantor.


 


SECTION 5.           Except
as expressly supplemented hereby, the Security 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.


 


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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 Security 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 13.2
of the Credit Agreement.  All
communications and notices hereunder to each New Grantor shall be given to it
in care of the Parent Borrower at the Parent Borrower’s address set forth in Section 13.2
of the Credit Agreement.


 


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IN WITNESS WHEREOF, each New Grantor and the
Collateral Agent have duly executed this Supplement to the Security Agreement
as of the day and year first above written.


 


	
   

  	
  DG
  STRATEGIC IV, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Dollar
  General Corporation, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Wade Smith

  
	
   

  	
   

  	
   

  	
  Wade Smith, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DG
  STRATEGIC V, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Dollar
  General Corporation, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Wade Smith

  
	
   

  	
   

  	
   

  	
  Wade Smith, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DG
  STRATEGIC VI, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Dollar
  General Corporation, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Wade Smith

  
	
   

  	
   

  	
   

  	
  Wade Smith, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DG
  STRATEGIC VII, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Dollar
  General Corporation, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Wade Smith

  
	
   

  	
   

  	
   

  	
  Wade Smith, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DG
  STRATEGIC VIII, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Dollar
  General Corporation, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Wade Smith

  
	
   

  	
   

  	
   

  	
  Wade Smith, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO RETAIL
  FINANCE, LLC, as Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason B. Searle

  
	
   

  	
   

  	
  Name:

  	
  Jason B. Searle

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


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SCHEDULE I

TO SUPPLEMENT NO. 4 TO THE

SECURITY AGREEMENT


 


COLLATERAL


 


	
  Legal
  Name

  	
   

  	
  Jurisdiction of

  Incorporation or

  Organization

  	
   

  	
  Type of Organization

  or Corporate

  Structure

  	
   

  	
  Federal Taxpayer

  Identification

  Number and

  Organizational

  Identification

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DG
  Strategic IV, LLC

  	
   

  	
  Tennessee

  	
   

  	
  Single-member,
  Member-managed Limited Liability Company

  	
   

  	
  FEIN:
  27-2199414

  State ID No. 627446

  
	
  DG
  Strategic V, LLC

  	
   

  	
  Tennessee

  	
   

  	
  Single-member,
  Member-managed Limited Liability Company

  	
   

  	
  FEIN:
  27-2199279

  State ID No. 627452

  
	
  DG
  Strategic VI, LLC

  	
   

  	
  Tennessee

  	
   

  	
  Single-member,
  Member-managed Limited Liability Company

  	
   

  	
  FEIN:
  27-2199673

  State ID No. 627448

  
	
  DG
  Strategic VII, LLC

  	
   

  	
  Tennessee

  	
   

  	
  Single-member,
  Member-managed Limited Liability Company

  	
   

  	
  FEIN:
  27-2199597

  State ID No. 627450

  
	
  DG
  Strategic VIII, LLC

  	
   

  	
  Tennessee

  	
   

  	
  Single-member,
  Member-managed Limited Liability Company

  	
   

  	
  FEIN:
  27-2199514  

  State ID No. 627454