Dollar General 2007 Annual Report Download - page 39
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37
receivable, of the Company and each U.S. Guarantor (the “Revolving Facility
Collateral”), subject to certain exceptions;
• a first priority security interest in, and mortgages on, substantially all of our and each
U.S. Guarantor’ s tangible and intangible assets (other than the Revolving Facility
Collateral); and
• a first-priority pledge of 100% of the capital stock held by the Company, or any of
our domestic subsidiaries that are directly owned by us or one of the U.S. Guarantors
and 65% of the voting capital stock of each of our existing and future foreign
subsidiaries that are directly owned by us or one of the U.S. Guarantors.
All obligations and related guarantees under the asset-based credit facility are secured by
the Revolving Facility Collateral, subject to certain exceptions.
Certain Covenants and Events of Default. The senior secured credit agreements contain a
number of covenants that, among other things, restrict, subject to certain exceptions, our ability
to:
• incur additional indebtedness;
• sell assets;
• pay dividends and distributions or repurchase our capital stock;
• make investments or acquisitions;
• repay or repurchase subordinated indebtedness (including the senior subordinated
notes discussed below) and the senior notes discussed below;
• amend material agreements governing our subordinated indebtedness (including the
senior subordinated notes discussed below) or our senior notes discussed below; and
• change our lines of business.
The senior secured credit agreements also contain certain customary affirmative
covenants and events of default.
At February 1, 2008, we had $102.5 million of borrowings, $28.8 million of commercial
letters of credit, and $69.2 million of standby letters of credit outstanding under our asset-based
revolving credit facility.
Senior Notes due 2015 and Senior Subordinated Toggle Notes due 2017
On July 6, 2007, we issued $1,175.0 million aggregate principal amount of 10.625%
senior notes due 2015 (the “senior notes”) which mature on July 15, 2015 pursuant to an