Exhibit 4.38


 


SUPPLEMENT NO. 4 TO THE

SECURITY AGREEMENT (TERM CREDIT)


 


SUPPLEMENT
NO. 4 dated as of March 25, 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 “Borrower”), each subsidiary of the Borrower listed on Annex A thereto
(each such subsidiary individually a “Subsidiary
Grantor” and, collectively,
the “Subsidiary Grantors”; the Subsidiary Grantors and the Borrower are referred to collectively
herein as the “Grantors”), 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.


 


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 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 Hedge Banks to enter into
Secured Hedge Agreements with the Borrower and/or its Subsidiaries.


 


D.            Section 9.11
of the Credit Agreement and Section 8.13 of the Security Agreement provide
that each Subsidiary of the 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 under
the Security Agreement in order to induce the Lenders to make additional Loans
and as consideration for Loans previously made.


 


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 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 (a) 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 and (b) as of the date hereof (i) Schedule II
hereto sets forth, in all material respects, all of each New Grantor’s material
Copyright Licenses, (ii) Schedule III hereto sets forth in all material
respects, in proper form for filing with the United States Copyright Office,
all of each New Grantor’s Copyrights (and all applications therefor), (iii) Schedule
IV hereto sets forth in all material respects all of each New Grantor’s
material Patent Licenses, (iv) Schedule V hereto sets forth in all
material respects, in proper form for filing with the United States Patent and
Trademark Office, all of each New Grantor’s Patents (and all applications therefor),
(v) Schedule VI hereto sets forth in all material respects all of each New
Grantor’s material Trademark Licenses and (vi) Schedule VII hereto sets
forth in all material respects, in proper form for filing with the United
States Patent and Trademark Office, all of each New Grantor’s Trademarks (and
all applications therefor).


 


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.


 


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


 


2

















 


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
Borrower at the Borrower’s address set forth in Section 13.2 of the Credit
Agreement.


 


3

















 


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:

  	
   

  
	
   

  	
   

  	
   

  	
  Wade
  Smith, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  CITICORP
  NORTH AMERICA, INC., as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas M. Halsch

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  M. Halsch

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


4

















 


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

  



 

















 


SCHEDULE II

TO SUPPLEMENT NO. 4 TO THE

SECURITY AGREEMENT


 


MATERIAL
COPYRIGHT LICENSES


 


NONE


 

















 


 


SCHEDULE III

TO SUPPLEMENT NO. 4 TO THE

SECURITY AGREEMENT


 


COPYRIGHTS


 




	
  Registered Owner/Grantor

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NONE

  	
   

  	
   

  	
   

  	
   

  	
   

  






 

















 


SCHEDULE IV

TO SUPPLEMENT NO. 4 TO THE

SECURITY AGREEMENT


 


MATERIAL
PATENT LICENSES


 


NONE


 


2

















 


SCHEDULE V

TO SUPPLEMENT NO. 4 TO THE

SECURITY AGREEMENT


 


PATENTS


 


NONE


 

















 


SCHEDULE VI

TO SUPPLEMENT NO. 4 TO THE

SECURITY AGREEMENT


 


MATERIAL
TRADEMARK LICENSES


 


NONE


 

















 


SCHEDULE VII

TO SUPPLEMENT NO. 4 TO THE

SECURITY AGREEMENT


 


TRADEMARKS


 


Domestic
Trademarks


 


	
  Registered
  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration No.

  	
   

  	
  Application No.

  	
   

  
	
  NONE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Foreign
Trademarks


 


	
  Registered
  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration No.

  	
   

  	
  Application No.

  	
   

  	
  Country

  	
   

  
	
  NONE