Dollar General 2007 Annual Report Download - page 38

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In addition, the senior secured credit agreement for the asset-based revolving credit
facility requires us to prepay the asset-based revolving credit facility, subject to certain
exceptions, with:
• 100% of the net cash proceeds of all non-ordinary course asset sales or other
dispositions of revolving facility collateral (as defined below) in excess of $1.0
million in the aggregate and subject to our right to reinvest the proceeds; and
• to the extent such extensions of credit exceed the then current borrowing base (as
defined in the senior secured credit agreement for the asset-based revolving credit
facility).
We may be obligated to pay a prepayment premium on the amount repaid under the term
loan facility if the term loans are voluntarily repaid in whole or in part before July 6, 2009. We
may voluntarily repay outstanding loans under the asset-based revolving credit facility at any
time without premium or penalty, other than customary “breakage” costs with respect to LIBOR
loans.
An event of default under the senior secured credit agreements will occur upon a change
of control as defined in the senior secured credit agreements governing our New Credit
Facilities. Upon an event of default, indebtedness under the New Credit Facilities may be
accelerated, in which case we will be required to repay all outstanding loans plus accrued and
unpaid interest and all other amounts outstanding under the New Credit Facilities.
Letters of Credit. $350.0 million of our asset-based revolving credit facility is available
for letters of credit.
Amortization. Beginning September 30, 2009, we are required to repay installments on
the loans under the term loan credit facility in equal quarterly principal amounts in an aggregate
amount per annum equal to 1% of the total funded principal amount at July 6, 2007, with the
balance payable on July 6, 2014. There is no amortization under the asset-based revolving credit
facility. The entire principal amounts (if any) outstanding under the asset-based revolving credit
facility are due and payable in full at maturity, on July 6, 2013, on which day the commitments
thereunder will terminate.
Guarantee and Security. All obligations under the New Credit Facilities are
unconditionally guaranteed by substantially all of our existing and future domestic subsidiaries
(excluding certain immaterial subsidiaries and certain subsidiaries designated by us under our
senior secured credit agreements as “unrestricted subsidiaries”), referred to, collectively, as U.S.
Guarantors.
All obligations and related guarantees under the term loan credit facility are secured by:
• a second-priority security interest in all existing and after-acquired inventory,
accounts receivable, and other assets arising from such inventory and accounts