Dollar General 2012 Annual Report Download - page 116

10-K
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 Credit Facilities. Upon an
event of default, indebtedness under the 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 Credit Facilities.
Guarantee and Security. All obligations under the 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 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 receivable, of our 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 us, 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.
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;
• create liens;
• sell assets;
• pay dividends and distributions or repurchase our capital stock;
• make investments or acquisitions;
• repay or repurchase subordinated indebtedness;
• amend material agreements governing our subordinated indebtedness; or
• change our lines of business.
The senior secured credit agreements also contain certain customary affirmative covenants and
events of default.
At February 1, 2013, we had the following amounts outstanding under our ABL Facility:
borrowings of $286.5 million and letters of credit of $40.1 million. We anticipate potential borrowings
under any outstanding revolving credit facility during the remainder of 2013 up to a maximum of
approximately $500 million at any one time, which may include borrowings for the share repurchases
discussed below.
Senior Notes due 2017
Overview. On July 12, 2012, we issued $500.0 million aggregate principal amount of 4.125% senior
notes due 2017 (the ‘‘Senior Notes’’) which mature on July 15, 2017, pursuant to an indenture and a
supplemental indenture each dated as of July 12, 2012 (together, the ‘‘Senior Indenture’’).
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