Exhibit 4.43


 


SUPPLEMENT NO. 4

TO THE PLEDGE AGREEMENT (TERM CREDIT)


 


SUPPLEMENT NO. 4 dated as of March 25, 2010 to
the PLEDGE AGREEMENT dated as of July 6, 2007, as previously supplemented,
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 ratable 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 


 


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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.


 


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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 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.


 


IN WITNESS WHEREOF, each Additional Pledgor and the
Collateral Agent have duly executed this Supplement to the Pledge 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

  



 


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  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

  



 


	
   

  	
  CITICORP
  NORTH AMERICA, INC., as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas M. Halsch

  
	
   

  	
  Name:

  	
  Thomas M. Halsch

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


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SCHEDULE 1

TO SUPPLEMENT NO. 4

TO THE PLEDGE AGREEMENT


 


Pledged
Shares


 


	
  Record Owner

  	
   

  	
  Issuer

  	
   

  	
  Certificate

  No.

  	
   

  	
  Number and

  Class of Shares

  	
   

  	
  % of

  Shares

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NONE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Pledged
Debt


 


	
  Payee

  	
   

  	
  Issuer

  	
   

  	
  Principal

  Amount

  	
   

  	
  Date of

  Instrument

  	
   

  	
  Maturity

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NONE