Dollar General 2008 Annual Report Download - page 44
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42
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 January 30, 2009, we had no borrowings, $51.0 million of commercial letters of
credit, and $83.7 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
Overview. We have $1.175 billion aggregate principal amount of 10.625% senior notes
due 2015 (the “senior notes”) outstanding, which mature on July 15, 2015, pursuant to an
indenture dated as of July 6, 2007 (the “senior indenture”), and $655.9 million aggregate
principal amount of 11.875%/12.625% senior subordinated toggle notes due 2017 (the “senior
subordinated notes”) outstanding, which mature on July 15, 2017, pursuant to an indenture dated
as of July 6, 2007 (the “senior subordinated indenture”). The senior notes and the senior
subordinated notes are collectively referred to herein as the “notes.” The senior indenture and the
senior subordinated indenture are collectively referred to herein as the “indentures.” We may
redeem some or all of the notes at any time at redemption prices described or set forth in the
indentures.
Interest on the notes is payable on January 15 and July 15 of each year. Interest on the
senior notes is payable in cash. Cash interest on the senior subordinated notes accrues at a rate of