EXECUTION COUNTERPART
FIRST AMENDMENT TO
3-YEAR
REVOLVING CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO 3-YEAR
REVOLVING CREDIT AGREEMENT (this “ Amendment ”), is
made and entered into as of December 12 th , 2003 by and
among DOLLAR GENERAL CORPORATION, a Tennessee corporation (the
“ Borrower ”), the several banks and
other financial institutions from time to time party hereto
(collectively, the “ Lenders ”), SUNTRUST
BANK, in its capacities as Issuing Bank (the “ Issuing
Bank ”), Administrative Agent (the “
Administrative Agent ”), and Collateral Agent
(the “ Collateral Agent ”) for the
Lenders, CREDIT SUISSE FIRST BOSTON, as Syndication Agent for the
Lenders (the “ Syndication Agent ”), and
KEYBANK NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as
Co-Documentation Agents for the Lenders (the “
Co-Documentation Agents ”).
W I T N E S S
E T H :
WHEREAS, the Borrower, the Lenders and
the Administrative Agent are parties to a certain 3-Year Revolving
Credit Agreement, dated as of June 21, 2002 (as amended, restated,
supplemented or otherwise modified from time to time, the “
Credit Agreement ”; capitalized terms used
herein and not otherwise defined shall have the meanings assigned
to such terms in the Credit Agreement), pursuant to which the
Lenders have made certain financial accommodations available to the
Borrower;
WHEREAS, the Borrower has requested that
the Lenders amend certain provisions of the Credit Agreement and
subject to the terms and conditions hereof, the Lenders are willing
to do so;
NOW, THEREFORE, for good and valuable
consideration, the sufficiency and receipt of all of which are
acknowledged, the Borrower, the Lenders and the Administrative
Agent agree as follows:
1.
Amendments
.
(a) Section 1.1 of the Credit
Agreement is hereby amended by replacing the definitions of
“LC Commitment” and “Permitted Investments”
in their entirety with the following definitions:
“ LC Commitment
” shall mean that portion of the Aggregate Revolving
Commitment Amount that may be used by the Borrower for the issuance
of Letters of Credit in an aggregate face amount not to exceed
$50,000,000 .
“ Permitted
Investments ” shall mean:
(i)
direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed
by, the United States (or by any agency thereof to the extent such
obligations are backed by the full faith and credit of the United
States), in each case maturing within one year from the date of
acquisition thereof;
(ii)
commercial paper having the highest
rating, at the time of acquisition thereof, of S&P or
Moody’s and in either case maturing within six months from
the date of acquisition thereof;
(iii)
certificates of deposit, bankers’
acceptances and time deposits maturing within 180 days of the date
of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic
office of any commercial bank organized under the laws of the
United States or any state thereof which has a combined capital and
surplus and undivided profits of not less than
$500,000,000;
(iv)
fully collateralized repurchase
agreements with a term of not more than 30 days for securities
described in clause (i) above and entered into with a financial
institution satisfying the criteria described in clause (iii)
above;
(v)
mutual funds investing solely in any one
or more of the Permitted Investments described in clauses (i)
through (iv) above;
(vi)
money market funds having the highest
rating by both S&P and Moody’s; and
(vii)
tax exempt bonds having the highest
rating by both S&P and Moody’s and maturing or having a
rate reset date at or within 35 days of the acquisition
thereof.
(b) Section 6.5 of the Credit
Agreement is hereby amended by replacing such Section in its
entirety with the following:
Section 6.5.
Capital Expenditures
. The Borrower and its Subsidiaries will not, on a
consolidated basis, make Capital Expenditures in excess of
$200,000,000 for the Fiscal Year ending January 31, 2004,
$300,000,000 for the Fiscal Year ending January 31, 2005 and
$200,000,000 during any Fiscal Year thereafter, provided ,
however , the foregoing covenants set forth in this
Section 6.5 shall not be deemed to be in effect or be
applicable at such times as the Borrower shall have maintained at
such time, for a period of at least 90 consecutive days ending as
of such time, a Moody’s Rating of Baa3 or higher and a
S&P Rating of BBB- or higher.
2.
Conditions to Effectiveness of this
Amendment .
Notwithstanding any other provision of
this Amendment and without affecting in any manner the rights of
the Lenders hereunder, it is understood and agreed that this
Amendment shall not become effective, and the Borrower shall have
no rights under this Amendment, until the Administrative Agent
shall have received (i) reimbursement or payment of its costs and
expenses incurred in connection with this Amendment or the Credit
Agreement (including reasonable fees, charges and disbursements of
King & Spalding LLP, counsel to the Administrative Agent), and
(ii) executed counterparts to this Amendment from the Borrower,
each of the Guarantors and the Lenders;
3.
Representations and
Warranties .
To induce the Lenders and the
Administrative Agent to enter into this Amendment, each Loan Party
hereby represents and warrants to the Lenders and the Agent
that:
(a)
The execution, delivery and performance
by such Loan Party of this Amendment (i) are within such Loan
Party’s power and authority; (ii) have been duly authorized
by all necessary corporate and shareholder action; (iii) are not in
contravention of any provision of such Loan Party’s
certificate of incorporation or bylaws or other organizational
documents; (iv) do not violate any law or regulation, or any order
or decree of any Governmental Authority; (v) do not conflict with
or result in the breach or termination of, constitute a default
under or accelerate any performance required by, any indenture,
mortgage, deed of trust, lease, agree
