Exhibit 4.49


 


SUPPLEMENT NO. 3

TO GUARANTEE (ABL)


 


SUPPLEMENT NO. 3 dated as of
March 30, 2010, to the GUARANTEE (the “Guarantee”) dated as of September 11,
2007, among DC Financial, LLC (the “Guarantor”), and Wells Fargo Retail
Finance, LLC as successor in interest to The CIT Group/Business Credit Inc., as
Collateral Agent for the Lenders from time to time parties to 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
Dollar General Corporation, a Tennessee corporation (the “Parent Borrower”),
each of the Subsidiaries of the Parent Borrower party thereto (each such
subsidiary, a “Subsidiary Borrower”; together with the Parent Borrower,
the “Borrowers”), the lenders or other financial institutions or entities
from time to time party thereto (the “Lenders”), Goldman Sachs Credit
Partners L.P., as Syndication Agent, Lehman Brothers Inc. and Wachovia Capital
Markets, LLC, as Documentation Agents, and 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 Guarantee.


 


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


 


D.            Section 9.11
of the Credit Agreement and Section 19 of the Guarantee provide that additional
Subsidiaries may become Guarantors under the Guarantee by execution and
delivery of an instrument in the form of this Supplement.  Each undersigned Subsidiary (each a “New
Guarantor”) is executing this Supplement in accordance with the requirements
of the Credit Agreement to become a Guarantor under the Guarantee in order to induce
the Lenders to make additional Loans, the Letter of Credit Issuer to issue
Letters of Credit, to induce one or more Hedge Banks to enter into Secured
Hedge Agreements and as consideration for Loans previously made.


 


Accordingly, the Collateral Agent and each New
Guarantor agrees as follows:


 


SECTION 1. 
In accordance with Section 19 of the Guarantee, each New Guarantor
by its signature below becomes a Guarantor under the Guarantee with the same
force and effect as if originally named therein as a Guarantor, and each New
Guarantor hereby (a) agrees to all the terms and provisions of the
Guarantee applicable to it as a Guarantor thereunder and (b) 


 

















 


represents and warrants that
the representations and warranties made by it as a Guarantor thereunder are
true and correct on and as of the date hereof (except where such representations
and warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects
as of such earlier date). Each reference to a Guarantor in the Guarantee shall
be deemed to include each New Guarantor. 
The Guarantee is hereby incorporated herein by reference.


 


SECTION 2. 
Each New Guarantor 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.


 


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 Parent Borrower and the Collateral
Agent.  This Supplement shall become effective
as to each New Guarantor when the Collateral Agent shall have received
counterparts of this Supplement that, when taken together, bear the signatures
of such New Guarantor and the Collateral Agent.


 


SECTION 4. 
Except as expressly supplemented hereby, the Guarantee shall remain in
full force and effect.


 


SECTION 5.  THIS SUPPLEMENT
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.


 


SECTION 6. 
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 of the Guarantee, 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 7. 
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 Guarantor 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 Guarantor and the
Collateral Agent have duly executed this Supplement to the Guarantee 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

  
	
   

  	
   

  	
   

  
	
   

  	
  DG
  STRATEGIC V, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Dollar
  General Corporation, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Wade Smith

  
	
   

  	
   

  	
   

  	
  Wade
  Smith

  
	
   

  	
   

  	
   

  
	
   

  	
  DG
  STRATEGIC VI, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Dollar
  General Corporation, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Wade Smith

  
	
   

  	
   

  	
   

  	
  Wade
  Smith

  
	
   

  	
   

  	
   

  
	
   

  	
  DG
  STRATEGIC VII, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Dollar
  General Corporation, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Wade Smith

  
	
   

  	
   

  	
   

  	
  Wade
  Smith

  
	
   

  	
   

  	
   

  
	
   

  	
  DG
  STRATEGIC VIII, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Dollar
  General Corporation, Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Wade Smith

  
	
   

  	
   

  	
   

  	
  Wade
  Smith

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO RETAIL FINANCE, LLC, as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jason B. Searle

  
	
   

  	
   

  	
  Name:

  	
  Jason
  B. Searle

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


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