SECURITY AGREEMENT
EXHIBIT
4.4
THIS
SECURITY AGREEMENT dated as of July 6, 2007, among Dollar General Corporation,
a
Tennessee corporation (the “Borrower”),
each
of the Subsidiaries of the Borrower listed on the signature pages hereto or
that
becomes a party hereto pursuant to Section 8.13 (each such entity being a
“Subsidiary
Grantor”
and,
collectively, the “Subsidiary
Grantors”;
the
Subsidiary Grantors and the Borrower are referred to collectively as the
“Grantors”),
and
Citicorp North America, Inc. (“Citicorp”),
as
Collateral Agent (in such capacity, the “Collateral
Agent”)
under
the Credit Agreement (as defined below) for the benefit of the Secured
Parties.
W I T N E S S E T H
:
WHEREAS,
reference is made to that certain Credit Agreement, dated as of the date hereof,
(as the same may be amended, restated, supplemented or otherwise modified,
refinanced or replaced from time to time, the “Credit
Agreement”)
among
the Borrower, the lenders or other financial institutions or entities from
time
to time party thereto (the “Lenders”),
and
Citicorp North America, Inc., as Administrative Agent and Collateral Agent;
WHEREAS,
(a) pursuant to the Credit Agreement, among other things, the Lenders have
severally agreed to make Loans to the Borrower upon the terms and subject to
the
conditions set forth therein and (b) one or more Hedge Banks may from time
to
time enter into Secured Hedge Agreements with the Borrower and/or its
Subsidiaries;
WHEREAS,
pursuant to the Guarantee, dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the “Guarantee”),
each
Subsidiary Grantor has agreed to unconditionally and irrevocably guarantee,
as
primary obligor and not merely as surety, to the Secured Parties, the prompt
and
complete payment and performance when due (whether at the stated maturity,
by
acceleration or otherwise) of the Obligations (as defined below);
WHEREAS,
each Subsidiary Grantor is a Guarantor;
WHEREAS,
the proceeds of the Loans will be used in part to enable the Borrower to make
valuable transfers to the Subsidiary Grantors in connection with the operation
of their respective businesses;
WHEREAS,
each Grantor acknowledges that it will derive substantial direct and indirect
benefit from the making of the Loans; and
WHEREAS,
it is a condition precedent to the obligation of the Lenders to make the Loans
to the Borrower under the Credit Agreement that the Grantors shall have executed
and delivered this Security Agreement to the Collateral Agent for the ratable
benefit of the Secured Parties;
NOW,
THEREFORE, in consideration of the premises and to induce the Administrative
Agent, the Collateral Agent and the Lenders to enter into the Credit Agreement
and to induce the Lenders to make the Loans to the Borrower under the Credit
Agreement and to induce one or more Lenders or affiliates of Lenders to enter
into Secured Hedge Agreements with the
1. Defined
Terms.
(a) Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
(b) Terms
used herein without definition that are defined in the UCC have the meanings
given to them in the UCC, and if defined in more than one article of the UCC
shall have the meanings set forth in Article 9 thereof, including the following
terms (which are capitalized herein): Account, Chattel Paper, Commodity
Contract, Deposit Accounts, Documents, Instruments, Inventory, Letter-of-Credit
Right, Security Entitlement, Supporting Obligation and Tangible Chattel
Paper.
(c) The
following terms shall have the following meanings:
“Collateral”
shall
have the meaning provided in Section 2.
“Collateral
Account”
shall
mean any collateral account established by the Collateral Agent as provided
in
Section 5.1 or Section 5.3.
“Collateral
Agent”
shall
have the meaning provided in the preamble to this Security
Agreement.
“Control”
shall
mean “control,” as such term is defined in Section 9-104 or 9-106, as
applicable, of the UCC.
“Copyright
License”
shall
mean any written agreement, now or hereafter in effect, granting any right
to
any third party under any copyright now or hereafter owned by any Grantor
(including all Copyrights) or that any Grantor otherwise has the right to
license, or granting any right to any Grantor under any copyright now or
hereafter owned by any third party, and all rights of any Grantor under any
such
agreement, including those listed on Schedule
1.
“Copyrights”
shall
mean, with respect to any Person, all of the following now owned or hereafter
acquired by such Person: (i) all copyright rights in any work subject to the
copyright laws of the United States or any other country or group of countries,
whether as author, assignee, transferee or otherwise and (ii) all registrations
and applications for registration of any such copyright in the United States
or
any other country or group of countries, including registrations, recordings,
supplemental registrations and pending applications for registration in the
United States Copyright Office, including those listed on Schedule
2.
“equipment”
shall
mean all “equipment,” as such term is defined in Article 9 of the UCC, now or
hereafter owned by any Grantor or to which any Grantor has rights and, in any
event, shall include all machinery, equipment, furnishings, movable trade
fixtures and vehicles now or hereafter owned by any Grantor or to which any
Grantor has rights and any and all Proceeds, additions, substitutions and
replacements of any of the foregoing, wherever located, together with all
attachments, components, parts, equipment and accessories installed thereon
or
“General
Intangibles”
shall
mean all “general intangibles” as such term is defined in Article 9 of the UCC
and, in any event, including with respect to any Grantor, all contracts,
agreements, instruments and indentures in any form, and portions thereof, to
which such Grantor is a party or under which such Grantor has any right, title
or interest or to which such Grantor or any property of such Grantor is subject,
as the same may from time to time be amended, supplemented or otherwise
modified, including (a) all rights of such Grantor to receive moneys due and
to
become due to it thereunder or in connection therewith, (b) all rights of such
Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee
with respect thereto, (c) all claims of such Grantor for damages arising out
of
any breach of or default thereunder and (d) all rights of such Grantor to
terminate, amend, supplement, modify or exercise rights or options thereunder,
to perform thereunder and to compel performance and otherwise exercise all
remedies thereunder, in each case to the extent the grant by such Grantor of
a
Security Interest pursuant to this Security Agreement in its right, title and
interest in any such contract, agreement, instrument or indenture (i) is not
prohibited by such contract, agreement, instrument or indenture without the
consent of any other party thereto, (ii) would not give any other party to
any
such contract, agreement, instrument or indenture the right to terminate its
obligations thereunder or (iii) is permitted with consent if all necessary
consents to such grant of a Security Interest have been obtained from the other
parties thereto (other than to the extent that any such prohibition or consent
requirement referred to in clauses (i), (ii) and (iii) would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9 409 of the Uniform
Commercial Code (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable law) (it being understood that the
foregoing shall not be deemed to obligate such Grantor to obtain such consents),
provided
that the
foregoing limitation shall not affect, limit, restrict or impair the grant
by
such Grantor of a Security Interest pursuant to this Security Agreement in
any
Account or any money or other amounts due or to become due under any such
contract, agreement, instrument or indenture.
“Grantor”
shall
have the meaning assigned to such term in the recitals hereto.
“Intellectual
Property”
shall
mean all of the following now owned or hereafter created or acquired by any
Grantor: (A) all Copyrights, Trademarks and Patents, and (B) all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise now owned or
hereafter acquired, including (a) all information used or useful arising from
the business including all goodwill, trade secrets, trade secret rights,
know-how, customer lists, processes of production, ideas, confidential business
information, techniques, processes, formulas and all other proprietary
information, and (b) rights, priorities and privileges relating to the foregoing
and the Licenses and all rights to xxx at law or in equity for any past, present
or future infringement, misappropriation, dilution or other
“Intercreditor
Agreement”
shall
have the meaning provided in Section 8.15.
“Investment
Property”
shall
mean all Securities (whether certificated or uncertificated), Security
Entitlements and Commodity Contracts of any Grantor (other than (i) as pledged
pursuant to the Pledge Agreement and (ii) solely with respect to the
Obligations, any Stock or Stock Equivalents of any Foreign Subsidiary in excess
of 65% of the outstanding class of such Stock or Stock Equivalents), whether
now
or hereafter acquired by any Grantor, except, in each case, to the extent the
grant by a Grantor of a Security Interest therein pursuant to this Security
Agreement in its right, title and interest in any such Investment Property
(i)
is prohibited by any contract, agreement, instrument or indenture governing
such
Investment Property without the consent of any other party thereto unless such
consent has been expressly obtained, or (ii) would give any other party to
any
such contract, agreement, instrument or indenture the right to terminate its
obligations thereunder (other than to the extent that any such prohibition
referred to in clauses (i) and (ii) would be rendered ineffective pursuant
to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision
or
provisions) of any relevant jurisdiction or any other applicable law) (it being
understood that the foregoing shall not be deemed to obligate any Grantor to
seek or obtain any such consents referred to in clauses (i) or (ii)
above).
“License”
shall
mean any Patent License, Trademark License, Copyright License or other license
or sublicense to which any Grantor is a party.
“Patent
License”
shall
mean any written agreement, now or hereafter in effect, granting to any third
party any right to make, use or sell any invention on which a patent, now or
hereafter owned by any Grantor (including all Patents) or that any Grantor
otherwise has the right to license, is in existence, or granting to any Grantor
any right to make, have made, use, import or sell any invention on which a
Patent, now or hereafter owned by any third party, is in existence, and all
rights of any Grantor under any such agreement, including those listed on
Schedule
3.
“Patents”
shall
mean, with respect to any Person, all of the following now owned or hereafter
acquired by such Person: (a) all letters patent of the United States or the
equivalent thereof in any other country, all registrations and recordings
thereof, and all applications for letters patent of the United States or the
equivalent thereof in any other country, including registrations, recordings
and
pending applications in the United States Patent and Trademark Office or
“Proceeds”
shall
mean all “proceeds” as such term is defined in Article 9 of the UCC and, in any
event, shall include with respect to any Grantor, any consideration received
from the sale, exchange, license, lease or other disposition of any asset or
property that constitutes Collateral, any value received as a consequence of
the
possession of any Collateral and any payment received from any insurer or other
Person or entity as a result of the destruction, loss, theft, damage or other
involuntary conversion of whatever nature of any asset or property that
constitutes Collateral, and shall include (a) all cash and negotiable
instruments received by or held on behalf of the Collateral Agent, (b) any
claim
of any Grantor against any third party for (and the right to xxx and recover
for
and the rights to damages or profits due or accrued arising out of or in
connection with) (i) past, present or future infringement of any Patent now
or
hereafter owned by any Grantor, or licensed under a Patent License, (ii) past,
present or future infringement or dilution of any Trademark now or hereafter
owned by any Grantor or licensed under a Trademark License or injury to the
goodwill associated with or symbolized by any Trademark now or hereafter owned
by any Grantor, (iii) past, present or future breach of any License (iv) past,
present or future infringement of any Copyright now or hereafter owned by any
Grantor or licensed under a Copyright License, and (v) past, present or future
misappropriation of any trade secret now or hereafter owned by any Grantor
and
(c) any and all other amounts from time to time paid or payable under or in
connection with any of the Collateral.
“Revolving
Credit Collateral”
shall
have the meaning given such term by the Intercreditor Agreement.
“Security
Agreement”
shall
mean this Security Agreement, as the same may be amended, supplemented or
otherwise modified from time to time.
“Security
Interest”
shall
have the meaning provided in Section 2.
“Trademark
License”
shall
mean any written agreement, now or hereafter in effect, granting to any third
party any right to use any trademark now or hereafter owned by any Grantor
(including any Trademark) or that any Grantor otherwise has the right to
license, or granting to any Grantor any right to use any trademark now or
hereafter owned by any third party, and all rights of any Grantor under any
such
agreement, including those listed on Schedule
5.
“Trademarks”
shall
mean, with respect to any Person, all of the following now owned or hereafter
acquired by such Person: (i) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names,
trade
styles, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof (if any), and all
registration and recording applications filed in connection therewith, including
registrations and registration applications in the United States Patent and
Trademark Office or any similar offices in any State of the United States or
any
other country or any political subdivision
“UCC”
shall
mean the Uniform Commercial Code as from time to time in effect in the State
of
New York; provided,
however,
that,
in the event that, by reason of mandatory provisions of law, any of the
attachment, perfection or priority of the Collateral Agent’s and the Secured
Parties’ security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New
York,
the term “UCC”
shall
mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such attachment, perfection or
priority and for purposes of definitions related to such
provisions.
(d) The
words
“hereof”, “herein”, “hereto” and “hereunder” and words of similar import when
used in this Security Agreement shall refer to this Security Agreement as a
whole and not to any particular provision of this Security Agreement, and
Section, subsection, clause and Schedule references are to this Security
Agreement unless otherwise specified. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.
(e) The
meanings given to terms defined herein shall be equally applicable to both
the
singular and plural forms of such terms.
(f) Where
the
context requires, terms relating to the Collateral or any part thereof, when
used in relation to a Grantor, shall refer to such Grantor’s Collateral or the
relevant part thereof.
(g) References
to “Lenders” in this Security Agreement shall be deemed to include affiliates of
any Lender that may from time to time enter into Secured Hedge Agreements with
the Borrower and/or its Subsidiaries.
2. Grant
of Security Interest.
(a) Each
Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges,
hypothecates and transfers to the Collateral Agent, for the ratable benefit
of
the Secured Parties, and grants to the Collateral Agent, for the ratable benefit
of the Secured Parties, a lien on and security interest in (the “Security
Interest”),
all
of its right, title and interest in, to and under all of the following property
now owned or at any time hereafter acquired by such Grantor or in which such
Grantor now has or at any time in the future may acquire any right, title or
interest (collectively, the “Collateral”),
as
collateral security for the prompt and complete payment and performance when
due
(whether at the stated maturity, by acceleration or otherwise) of the
Obligations:
(i) all
Accounts;
(ii) all
Chattel Paper;
(iii) all
Documents;
(iv) all
equipment;
(v) all
General Intangibles;
(vi) all
Instruments;
(vii) all
Intellectual Property;
(viii) all
Inventory;
(ix) all
Investment Property;
(x) all
Letters of Credit and Letter-of-Credit Rights;
(xi) all
Supporting Obligations;
(xii) all
Collateral Accounts;
(xiii) all
books
and records pertaining to the Collateral;
(xiv) the
extent not otherwise included, all Proceeds and products of any and all of
the
foregoing;
provided,
(x) the
Collateral for any Obligations shall not include any Excluded Stock and Stock
Equivalents with respect to such Obligations, (y) that none of the items
included in clauses (i) through (xiv) above shall constitute Collateral to
the
extent (and only to the extent) that the grant of the Security Interest therein
would violate any Requirement of Law applicable to such Collateral (other than
to the extent that any such Requirement of Law would be rendered ineffective
pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable
law) and (z) the Collateral shall not include any “intent-to-use” Trademark
application prior to the filing of and acceptance by the United States Patent
and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with
respect thereto, to the extent, if any, that, solely during the period, if
any,
in which the grant of a security interest therein would impair the validity
or
enforceability of any registration issuing from such “intent-to-use” Trademark
application under applicable federal law.
(b) Each
Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates,
counsel and other representatives, at any time and from time to time, to file
or
record financing statements, amendments to financing statements and, with notice
to the Borrower, and other filing or recording documents or instruments with
respect to the Collateral in such form and in such offices as the Collateral
Agent reasonably determines appropriate to perfect the Security Interests of
the
Collateral Agent under this Security Agreement, and such financing statements
and amendments may describe the Collateral covered thereby as “all assets”, “all
personal property” or words of similar effect. Each Grantor hereby also
authorizes the Collateral Agent and its Affiliates, counsel and other
representatives, at any time and from time to time, to file continuation
statements with respect to previously filed financing statements. A photographic
or other reproduction of this Security Agreement shall be sufficient as a
financing statement or
Each
Grantor hereby agrees to provide to the Collateral Agent, promptly upon request,
any information reasonably necessary to effectuate the filings or recordings
authorized by this Section 2(b) including the Intellectual Property filings
referred to below.
The
Collateral Agent is further authorized to file with the United States Patent
and
Trademark Office or United States Copyright Office (or any successor office
or
any similar office in any other country) such documents as may be necessary
or
advisable for the purpose of perfecting, confirming, continuing, enforcing
or
protecting the Security Interest granted hereunder by each Grantor, without
the
signature of any Grantor, and naming any Grantor or the Grantors as debtors
and
the Collateral Agent, as the case may be, as secured party provided that at
the
reasonable request of the Collateral Agent each Grantor agrees to execute any
such documents to be so filed.
The
Security Interests are granted as security only and shall not subject the
Collateral Agent or any other Secured Party to, or in any way alter or modify,
any obligation or liability of any Grantor with respect to or arising out of
the
Collateral.
3. Representations
and Warranties.
Each
Grantor hereby represents and warrants to the Collateral Agent and each Secured
Party on the date hereof:
3.1 Title;
No Other Liens.
Except
for (a) the Security Interest granted to the Collateral Agent for the benefit
of
the Secured Parties pursuant to this Security Agreement, (b) the Liens permitted
by the Credit Agreement and (c) any Liens securing Indebtedness which is no
longer outstanding or any Liens with respect to commitments to lend which have
been terminated, such Grantor owns each item of the Collateral free and clear
of
any and all Liens or claims of others. No security agreement, financing
statement or other public notice with respect to all or any part of the
Collateral that evidences a Lien securing any material Indebtedness is on file
or of record in any public office, except such as (i) have been filed in favor
of the Collateral Agent for the ratable benefit of the Secured Parties pursuant
to this Security Agreement or (ii) are permitted by the Credit
Agreement.
3.2 Perfected
First Priority Liens.
(a) This
Security Agreement is effective to create in favor of the Collateral Agent,
for
its benefit and for the benefit of the Secured Parties, legal, valid and
enforceable Security Interests in the Collateral, subject to the effects of
bankruptcy, insolvency or similar laws affecting creditors’ rights generally and
general equitable principles.
(b) Subject
to the limitations set forth in clause (c) of this Section 3.2, the Security
Interests granted pursuant to this Security Agreement (i) will constitute valid
and perfected Security Interests in the Collateral (as to which perfection
may
be obtained by the filings or other actions described in clause (A), (B) or
(C)
of this paragraph) in favor of the Collateral Agent, for the ratable benefit
of
the Secured Parties, as collateral security for the Obligations, upon (A) the
(c) Notwithstanding
anything to the contrary herein, no Grantor shall be required to perfect the
Security Interests granted by this Security Agreement (including Security
Interests in cash, cash accounts and Investment Property) by any means other
than by (i) filings pursuant to the Uniform Commercial Code of the relevant
State(s), (ii) filings in the United States Patent and Trademark Office, United
States Copyright Office, or successor offices, that are necessary or advisable
for the purpose of perfecting, confirming, enforcing, or protecting the Security
Interests granted in certain Intellectual Property and (iii) delivery to the
Collateral Agent (or its bailee) to be held in its possession of all Collateral
consisting of Tangible Chattel Paper, Instruments or any Certificated Securities
with a fair market value in excess of $1,500,000 individually.
(d) It
is
understood and agreed that the Security Interests in cash and Investment
Property created hereunder shall not prevent the Grantors from using such assets
in the ordinary course of their respective businesses.
3.3 Grantor
Information.
Schedule
II hereto sets forth under the appropriate headings as of the Closing Date:
(1)
the full legal name of such Grantor, (2) to the knowledge of the Grantor, all
trade names or other names under which such Grantor currently conducts business,
(3) the type of organization of such Grantor, (4) the jurisdiction of
organization of such Grantor, (5) its organizational identification number,
if
any, and (6) the jurisdiction where the chief executive office of such Grantor
is located.
4. Covenants.
Each
Grantor hereby covenants and agrees with the Collateral Agent and the Secured
Parties that, from and after the date of this Security Agreement until the
Obligations (except for contingent indemnification obligations in respect of
which a claim has not yet been made) are paid in full and the Commitments are
terminated:
4.1 Maintenance
of Perfected Security Interest; Further Documentation.
(a) Such
Grantor shall maintain the Security Interest created by this Security Agreement
as a perfected Security Interest having at least the priority described in
Section 3.1 and shall defend such Security Interest against the claims and
demands of all Persons whomsoever, in each case subject to Section
3.2(c).
(b) Such
Grantor will furnish to the Collateral Agent and the Lenders from time to time
statements and schedules further identifying and describing the assets and
property of such Grantor and such other reports in connection therewith as
the
Collateral Agent may reasonably request.
(c) Subject
to clause (d) below and Section 3.2(c), each Grantor agrees that at any time
and
from time to time, at the expense of such Grantor, it will execute any and
all
further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing
statements and other documents, including all applicable documents required
under Section 3.2(b)(C)), which may be required under any applicable law, or
which the Collateral Agent or the Required Lenders may reasonably request,
in
order (i) to grant, preserve, protect and perfect the validity and priority
of
the Security Interests created or intended to be created hereby or (ii) to
enable the Collateral Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral, including the filing of any financing
or continuation statements under the Uniform Commercial Code in effect in any
jurisdiction with respect to the Security Interests created hereby and all
applicable documents required under Section 3.2(b)(C), all at the expense of
such Grantor.
(d) Notwithstanding
anything in this Section 4.1 to the contrary, (i) with respect to any assets
created or acquired by such Grantor after the date hereof that are required
by
the Credit Agreement to be subject to the Lien created hereby or (ii) with
respect to any Person that, subsequent to the date hereof, becomes a Subsidiary
that is required by the Credit Agreement to become a party hereto, the relevant
Grantor after the acquisition or creation thereof shall promptly take all
actions required by the Credit Agreement, this Section 4.1 or Section 4.5
below.
4.2 Damage
or Destruction of Collateral.
The
Grantors agree promptly to notify the Collateral Agent if any material portion
of the Collateral is damaged or destroyed.
4.3 Notices.
Each
Grantor will advise the Collateral Agent and the Lenders promptly, in reasonable
detail, of any Lien of which it has knowledge (other than the Security Interests
created hereby or Liens permitted under the Credit Agreement) on any of the
Collateral which would adversely affect, in any material respect, the ability
of
the Collateral Agent to exercise any of its remedies hereunder.
4.4 Changes
in Grantor Information or Status.
Without
limiting any prohibitions or restrictions on mergers or other transactions
set
forth in the Credit Agreement, no Grantor shall change its name, identity,
corporate structure (e.g. by merger, consolidation, change in corporate form
or
otherwise), type of organization or jurisdiction of organization or, the case
of
any Grantor which is a partnership, the sole place of business and chief
executive office unless it shall have notified the Collateral Agent in writing
at least ten (10) days prior to any such change (or such later date as is
reasonably acceptable to the Collateral Agent), identifying such new proposed
name, identity, corporate structure or jurisdiction of organization a or, the
case of any Grantor which is a partnership, the sole place of business and
chief
executive office, and providing such other information in connection therewith
as the Collateral Agent may reasonably request.
4.5 Acquisition
of Additional Intellectual Property.
Within
30 days after the end of each Calendar quarter each Grantor shall provide a
list
of any additional applications for or registrations of Intellectual Property
of
such Grantor not previously disclosed to the Collateral Agent including such
information as is necessary for Grantor to make appropriate filings in the
U.S.
Patent and Trademark Office and the US Copyright Office.
5. Remedial
Provisions.
5.1 Certain
Matters Relating to Accounts.
(a) At
any
time after the occurrence and during the continuance of an Event of Default
and
after giving reasonable notice to the Borrower and any other relevant Grantor,
the Administrative Agent shall have the right, but not the obligation, to
instruct the Collateral Agent to (and upon such instruction, the Collateral
Agent shall) make test verifications of the Accounts in any manner and through
any medium that the Administrative Agent reasonably considers advisable, and
each Grantor shall furnish all such assistance and information as such Agent
may
require in connection with such test verifications. Such Agent shall have the
absolute right to share any information it gains from such inspection or
verification with any Secured Party.
(b) The
Collateral Agent hereby authorizes each Grantor to collect such Grantor’s
Accounts and the Collateral Agent may curtail or terminate said authority at
any
time after the occurrence and during the continuance of an Event of Default.
If
required in writing by the Collateral Agent at any time after the occurrence
and
during the continuance of an Event of Default, any payments of Accounts, when
collected by any Grantor, (i) shall be forthwith (and, in any event, within
two
Business Days) deposited by such Grantor in the exact form received, duly
endorsed by such Grantor to the Collateral Agent if required, in a Collateral
Account maintained under the sole dominion and control of and on terms and
conditions reasonably satisfactory to the Collateral Agent, subject to
withdrawal by the Collateral Agent for the account of the Secured Parties only
as provided in Section 5.5, and (ii) until so turned over, shall be held by
such
Grantor in trust for the Collateral Agent and the Secured Parties, segregated
from other funds of such Grantor. Each such deposit of Proceeds of Accounts
shall be accompanied by a report identifying in reasonable detail the nature
and
source of the payments included in the deposit.
(c) At
the
Collateral Agent’s request at any time after the occurrence and during the
continuance of an Event of Default, each Grantor shall deliver to the Collateral
Agent all
(d) Upon
the
occurrence and during the continuance of an Event of Default, a Grantor shall
not grant any extension of the time of payment of any of the Accounts,
compromise, compound or settle the same for less than the full amount thereof,
release, wholly or partly, any Person liable for the payment thereof, or allow
any credit or discount whatsoever thereon if the Collateral Agent shall have
instructed the Grantors not to grant or make any such extension, credit,
discount, compromise or settlement under any circumstances during the
continuance of such Event of Default.
5.2 Communications
with Credit Parties; Grantors Remain Liable.
(a) The
Collateral Agent in its own name or in the name of others may at any time after
the occurrence and during the continuance of an Event of Default, after giving
reasonable notice to the relevant Grantor of its intent to do so, communicate
with obligors under the Accounts to verify with them to the Collateral Agent’s
satisfaction the existence, amount and terms of any Accounts. The Collateral
Agent shall have the absolute right to share any information it gains from
such
inspection or verification with any Secured Party.
(b) Upon
the
written request of the Collateral Agent at any time after the occurrence and
during the continuance of an Event of Default, each Grantor shall notify
obligors on the Accounts that the Accounts have been assigned to the Collateral
Agent for the ratable benefit of the Secured Parties and that payments in
respect thereof shall be made directly to the Collateral Agent.
(c) Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Accounts to observe and perform all the conditions and obligations
to be observed and performed by it thereunder, all in accordance with the terms
of any agreement giving rise thereto. Neither the Collateral Agent nor any
Secured Party shall have any obligation or liability under any Account (or
any
agreement giving rise thereto) by reason of or arising out of this Security
Agreement or the receipt by the Collateral Agent or any Secured Party of any
payment relating thereto, nor shall the Collateral Agent or any Secured Party
be
obligated in any manner to perform any of the obligations of any Grantor under
or pursuant to any Account (or any agreement giving rise thereto), to make
any
payment, to make any inquiry as to the nature or the sufficiency of any payment
received by it or as to the sufficiency of any performance by any party
thereunder, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.
5.3 Proceeds
to be Turned Over To Collateral Agent.
In
addition to the rights of the Collateral Agent and the Secured Parties specified
in Section 5.1 with respect to payments of Accounts, if an Event of Default
shall occur and be continuing and the Collateral Agent so requires by notice
in
writing to the relevant Grantor (it being understood that the exercise of
remedies by the Secured Parties in connection with an Event of Default under
Section 11.5 of the Credit Agreement shall be deemed to constitute a request
by
the Collateral Agent for the purposes of this sentence and in such
circumstances, no such written notice shall be required), all
5.4 Application
of Proceeds.
The
Collateral Agent shall apply the proceeds of any collection or sale of the
Collateral as well as any Collateral consisting of cash, at any time after
receipt in the order specified in Section 11 of the Credit Agreement. Upon
any
sale of the Collateral by the Collateral Agent (including pursuant to a power
of
sale granted by statute or under a judicial proceeding), the receipt of the
Collateral Agent or of the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Collateral so sold and such
purchaser or purchasers shall not be obligated to see to the application of
any
part of the purchase money paid over to the Collateral Agent or such officer
or
be answerable in any way for the misapplication thereof.
5.5 Code
and Other Remedies.
If an
Event of Default shall occur and be continuing, the Collateral Agent may
exercise in respect of the Collateral, in addition to all other rights and
remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party upon default under the UCC or any other applicable
law or in equity and also may with notice to the relevant Grantor, sell the
Collateral or any part thereof in one or more parcels at public or private
sale
or sales, at any exchange, broker’s board or office of the Collateral Agent or
any Lender or elsewhere for cash or on credit or for future delivery at such
price or prices and upon such other terms as are commercially reasonable
irrespective of the impact of any such sales on the market price of the
Collateral. The Collateral Agent shall be authorized at any such sale (if it
deems it advisable to do so) to restrict the prospective bidders or purchasers
of Collateral to Persons who will represent and agree that they are purchasing
the Collateral for their own account for investment and not with a view to
the
distribution or sale thereof, and, upon consummation of any such sale, the
Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each purchaser at any
such sale shall hold the property sold absolutely free from any claim or right
on the part of any Grantor, and each Grantor hereby waives (to the extent
permitted by law) all rights of redemption, stay and/or appraisal that it now
has or may at any time in the future have under any rule of law or statute
now
existing or hereafter enacted. The Collateral Agent and any Secured Party shall
have the right upon any such public sale, and, to the extent permitted by law,
upon any such private sale, to purchase the whole or any part of the Collateral
so sold, and the Collateral Agent or such Secured Party may pay the purchase
price by crediting the amount thereof against the Obligations. Each Grantor
agrees that, to the extent notice of sale shall be required by law, at least
ten
days’ notice to such Grantor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification. The Collateral Agent shall not be obligated to make any sale
of
Collateral regardless of notice of sale having
5.6 Deficiency.
Each
Grantor shall remain liable for any deficiency if the proceeds of any sale
or
other disposition of the Collateral are insufficient to pay its Obligations
and
the fees and disbursements of any attorneys employed by the Collateral Agent
or
any Secured Party to collect such deficiency.
5.7 Amendments,
etc. with Respect to the Obligations; Waiver of Rights.
Each
Grantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Grantor and without notice to or further
assent by any Grantor, (a) any demand for payment of any of the Obligations
made
by the Collateral Agent or any other Secured Party may be rescinded by such
party and any of the Obligations continued, (b) the Obligations, or the
liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Collateral
Agent or any other Secured Party, (c) the Credit Agreement, the other Credit
Documents and any other documents executed and delivered in connection therewith
and the Secured Hedge Agreements and any other documents executed and delivered
in connection therewith may be amended, modified, supplemented or terminated,
in
whole or in part, as the Administrative Agent (or the Required Lenders, as
the
case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank
party thereto) may deem advisable from time to time, and (d) any collateral
security, guarantee or right of offset at any time held by the Collateral Agent
or any other Secured Party for the payment of the Obligations may be sold,
exchanged, waived, surrendered or released. Neither the Collateral Agent nor
any
other Secured Party shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Security Agreement or any property subject thereto. When making any demand
hereunder against any Grantor, the Collateral Agent or any other Secured Party
may, but shall be under no obligation to, make a similar demand on any Grantor
or any other Person, and any failure by the Collateral Agent or any other
Secured Party to make any such demand or to collect any payments from any
Borrower or any Grantor or any other Person or any release of any Borrower
or
any Grantor or any other Person shall not relieve any Grantor in respect of
which a demand or collection is not made or any Grantor not so released of
its
several obligations or liabilities hereunder, and shall not impair or affect
the
rights and remedies, express or implied, or as a matter of law, of the
Collateral Agent or any other Secured Party against any Grantor. For the
purposes hereof “demand” shall include the commencement and continuance of any
legal proceedings.
5.8 License
to Use Intellectual Property.
For the
purpose of enabling the Collateral Agent, during the continuance of an Event
of
Default, to exercise rights and remedies hereunder at such time as the
Collateral Agent shall be lawfully entitled to exercise such rights and
remedies, and for no other purpose, each Grantor hereby grants to the Collateral
Agent, to the extent such Grantor has the right to do so, an irrevocable,
assignable, non-exclusive license to use, license or sublicense any of the
Intellectual Property now owned or held, or hereafter acquired, by such Grantor,
wherever the same may be located. To the extent permitted, such license shall
include access to all media in which any of the licensed items may be recorded
or stored and to all computer programs used for the compilation or printout
hereof.
6. The
Collateral Agent.
6.1 Collateral
Agent’s Appointment as Attorney-in-Fact, etc.
(a) Each
Grantor hereby appoints, which appointment is irrevocable and coupled with
an
interest, effective upon the occurrence and during the continuance of an Event
of Default, the Collateral Agent and any officer or agent thereof, with full
power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and
in
the name of such Grantor or otherwise, for the purpose of carrying out the
terms
of this Security Agreement, to take any and all appropriate action and to
execute any and all documents and instruments that may be necessary or desirable
to accomplish the purposes of this Security Agreement, and, without limiting
the
generality of the foregoing, each Grantor hereby gives the Collateral Agent
the
power and right, on behalf of such Grantor, either in the Collateral Agent’s
name or in the name of such Grantor or otherwise, without assent by such
Grantor, to do any or all of the following, in each case after the occurrence
and during the continuance of an Event of Default and after written notice
by
the Collateral Agent of its intent to do so:
(i) take
possession of and endorse and collect any checks, drafts, notes, acceptances
or
other instruments for the payment of moneys due under any Account or with
respect to any other Collateral and file any claim or take any other action
or
proceeding in any court of law or equity or otherwise deemed appropriate by
the
Collateral Agent for the purpose of collecting any and all such moneys due
under
any Account or with respect to any other Collateral whenever
payable;
(ii) in
the
case of any Intellectual Property, execute and deliver, and have recorded,
any
and all agreements, instruments, documents and papers as the Collateral Agent
may request to evidence the Collateral Agent’s and the Secured Parties’ Security
Interest in such Intellectual Property and the goodwill and general intangibles
of such Grantor relating thereto or represented thereby;
(iii) pay
or
discharge taxes and Liens levied or placed on or threatened against the
Collateral;
(iv) execute,
in connection with any sale provided for in Section 5.5, any endorsements,
assignments or other instruments of conveyance or transfer with respect to
the
Collateral;
(v) obtain
and adjust insurance required to be maintained by such Grantor pursuant to
Section 9.3 of the Credit Agreement;
(vi) direct
any party liable for any payment under any of the Collateral to make payment
of
any and all moneys due or to become due thereunder directly to the Collateral
Agent or as the Collateral Agent shall direct;
(vii) ask
or
demand for, collect and receive payment of and receipt for, any and all moneys,
claims and other amounts due or to become due at any time in respect of or
arising out of any Collateral;
(viii) sign
and
endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications, notices
and other documents in connection with any of the Collateral;
(ix) commence
and prosecute any suits, actions or proceedings at law or in equity in any
court
of competent jurisdiction to collect the Collateral or any portion thereof
and
to enforce any other right in respect of any Collateral;
(x) defend
any suit, action or proceeding brought against such Grantor with respect to
any
Collateral (with such Grantor’s consent to the extent such action or its
resolution could materially affect such Grantor or any of its affiliates in
any
manner other than with respect to its continuing rights in such
Collateral);
(xi) settle,
compromise or adjust any such suit, action or proceeding and, in connection
therewith, give such discharges or releases as the Collateral Agent may deem
appropriate (with such Grantor’s consent to the extent such action or its
resolution could materially affect such Grantor or any of its affiliates in
any
manner other than with respect to its continuing rights in such
Collateral);
(xii) assign
any Intellectual Property, throughout the world for such term or terms, on
such
conditions, and in such manner, as the Collateral Agent shall in its sole
discretion determine; and
(xiii) generally,
sell, transfer, pledge and make any agreement with respect to or otherwise
deal
with any of the Collateral as fully and completely as though the Collateral
Agent were the absolute owner thereof for all purposes, and do, at the
Collateral Agent’s option and such Grantor’s expense, at any time, or from time
to time, all acts and things that the Collateral Agent deems necessary to
protect, preserve or realize upon the Collateral and the Collateral Agent’s and
the Secured Parties’ Security Interests therein and to effect the intent of this
Security Agreement, all as fully and effectively as such Grantor might
do.
Anything
in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent
agrees that it will not exercise any rights under the power of attorney provided
for in this Section 6.1(a) unless an Event of Default shall have occurred and
be
continuing.
(b) If
any
Grantor fails to perform or comply with any of its agreements contained herein,
the Collateral Agent, at its option, but without any obligation so to do, may
perform or comply, or otherwise cause performance or compliance, with such
agreement.
(c) The
expenses of the Collateral Agent incurred in connection with actions undertaken
as provided in this Section 6.1, together with interest thereon at a rate per
annum equal to the highest rate per annum at which interest would then be
payable on any category of past due ABR Loans under the Credit Agreement, from
the date of payment by the Collateral Agent to the date reimbursed by the
relevant Grantor, shall be payable by such Grantor to the Collateral Agent
on
demand.
(d) Each
Grantor hereby ratifies all that said attorneys shall lawfully do or cause
to be
done by virtue hereof. All powers, authorizations and agencies contained in
this
Security Agreement are coupled with an interest and are irrevocable until this
Security Agreement is terminated and the Security Interests created hereby
are
released.
6.2 Duty
of Collateral Agent.
The
Collateral Agent’s sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207
of the UCC or otherwise, shall be to deal with it in the same manner as the
Collateral Agent deals with similar property for its own account. The Collateral
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of any Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which the Collateral Agent accords its
own
property. Neither the Collateral Agent, any Secured Party nor any of their
respective officers, directors, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Grantor or any other Person or to take any
other action whatsoever with regard to the Collateral or any part thereof.
The
powers conferred on the Collateral Agent and the Secured Parties hereunder
are
solely to protect the Collateral Agent’s and the Secured Parties’ interests in
the Collateral and shall not impose any duty upon the Collateral Agent or any
Secured Party to exercise any such powers. The Collateral Agent and the Secured
Parties shall be accountable only for amounts that they actually receive as
a
result of the exercise of such powers, and neither they nor any of their
officers, directors, employees or agents shall be responsible to any Grantor
for
any act or failure to act hereunder, except for their own gross negligence
or
willful misconduct.
6.3 Authority
of Collateral Agent.
Each
Grantor acknowledges that the rights and responsibilities of the Collateral
Agent under this Security Agreement with respect to any action taken by the
Collateral Agent or the exercise or non-exercise by the Collateral Agent of
any
option, voting right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Security Agreement shall, as between
the Collateral Agent and the Secured Parties, be governed by the Credit
Agreement, and by such other agreements with respect thereto as may exist from
time to time among them, but, as between the Collateral Agent and the Grantors,
the Collateral Agent shall be conclusively presumed to be acting as agent for
the applicable Secured Parties with full and valid authority so to act or
refrain from acting, and no Grantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.
6.4 Security
Interest Absolute.
All
rights of the Collateral Agent hereunder, the Security Interest and all
obligations of the Grantors hereunder shall be absolute and
unconditional.
6.5 Continuing
Security Interest; Assignments Under the Credit Agreement;
Release.
(a) This
Security Agreement shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon each Grantor and the
successors and assigns thereof and shall inure to the benefit of the Collateral
Agent and the other Secured Parties and their respective successors, indorsees,
transferees and assigns until all Obligations under the Credit Documents (other
than any contingent indemnity obligations not then due) and the obligations
of
each Grantor under this Security Agreement shall have been satisfied by payment
in full and the Commitments shall be terminated, notwithstanding that from
time
to time during the term of the Credit Agreement and any Secured Hedge Agreement
the Credit Parties may be free from any Obligations.
(b) A
Subsidiary Grantor shall automatically be released from its obligations
hereunder if it ceases to be a Guarantor in accordance with Section 13.1 of
the
Credit Agreement.
(c) The
Security Interest granted hereby in any Collateral shall automatically be
released (i) to the extent provided in Section 13.1 of the Credit Agreement
and
(ii) upon the effectiveness of any written consent to the release of the
security interest granted hereby in such Collateral pursuant to Section 13.1
of
the Credit Agreement. Any such release in connection with any sale, transfer
or
other disposition of such Collateral shall result in such Collateral being
sold,
transferred or disposed of, as applicable, free and clear of the Lien and
Security Interest created hereby.
(d) In
connection with any termination or release pursuant to paragraph (a), (b) or
(c), the Collateral Agent shall execute and deliver to any Grantor, at such
Grantor’s expense, all documents that such Grantor shall reasonably request to
evidence such termination or release. Any execution and delivery of documents
pursuant to this Section 6.5 shall be without recourse to or warranty by the
Collateral Agent.
6.6 Reinstatement.
Each
Grantor further agrees that, if any payment made by any Credit Party or other
Person and applied to the Obligations is at any time annulled, avoided, set
aside, rescinded, invalidated, declared to be fraudulent or preferential or
otherwise required to be refunded or repaid, or the proceeds of Collateral
are
required to be returned by any Secured Party to such Credit Party, its estate,
trustee, receiver or any other party, including any Grantor, under any
bankruptcy law, state or federal law, common law or equitable cause, then,
to
the extent of such payment or repayment, any Lien or other Collateral securing
such liability shall be and remain in full force and effect, as fully as if
such
payment had never been made or, if prior thereto the Lien granted hereby or
other Collateral securing such liability hereunder shall have been released
or
terminated by virtue of such cancellation or surrender), such Lien or other
Collateral shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, release, discharge, impair or
otherwise affect any Lien or other Collateral securing the obligations of any
Grantor in respect of the amount of such payment.
6.7 Further
Assurances.
Subject
to Section 3.2(c) hereof, each Grantor agrees that at any time and from time
to
time, at the expense of such Grantor, it will execute or otherwise authorize
the
filing of any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and other documents), which may be required under any applicable law, or which
the Collateral Agent or the Administrative Agent may reasonably request, in
order (x) to perfect and protect any pledge, assignment or security interest
granted or purported to be granted hereby (including the priority thereof)
or
(y) to enable the Collateral Agent to exercise and enforce its rights and
remedies hereunder with respect to any Collateral.
7. Collateral
Agent As Agent.
(a) Citicorp
has been appointed to act as the Collateral Agent under the Credit Agreement,
by
the Lenders under the Credit Agreement and, by their acceptance of the benefits
hereof, the other Secured Parties. The Collateral Agent shall be obligated,
and
shall have the right hereunder, to make demands, to give notices, to exercise
or
refrain from exercising any rights, and to take or refrain from taking any
action (including the release or substitution of Collateral), solely in
accordance with this Security Agreement and the Credit Agreement, provided
that the
Collateral Agent shall exercise, or refrain from exercising, any remedies
provided for in Section 5 in accordance with the instructions of Required
Lenders. In furtherance of the foregoing provisions of this Section 7(a), each
Secured Party, by its acceptance of the benefits hereof, agrees that it shall
have no right individually to realize upon any of the Collateral hereunder,
it
being understood and agreed by such Secured Party that all rights and remedies
hereunder may be exercised solely by the Collateral Agent for the ratable
benefit of the applicable Lenders and Secured Parties in accordance with the
terms of this Section 7(a).
(b) The
Collateral Agent shall at all times be the same Person that is the Collateral
Agent under the Credit Agreement. Written notice of resignation by the
Collateral Agent pursuant to Section 12.9 of the Credit Agreement shall also
constitute notice of resignation as Collateral Agent under this Security
Agreement; removal of the Collateral Agent shall also constitute removal under
this Security Agreement; and appointment of a Collateral Agent pursuant to
Section 12.9 of the Credit Agreement shall also constitute appointment of a
successor Collateral Agent under this Security Agreement. Upon the acceptance
of
any appointment as Collateral Agent under Section 12.9 of the Credit Agreement
by a successor Collateral Agent, that successor Collateral Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring or removed Collateral Agent under this Security Agreement,
and
the retiring or removed Collateral Agent under this Security Agreement shall
promptly (i) transfer to such successor Collateral Agent all sums, securities
and other items of Collateral held hereunder, together with all records and
other documents necessary or appropriate in connection with the performance
of
the duties of the successor Collateral Agent under this Security Agreement,
and
(ii) execute and deliver to such successor Collateral Agent or otherwise
authorize the filing of such amendments to financing statements and take such
other actions, as may be necessary or appropriate in connection with the
assignment to such successor Collateral Agent of the Security Interests created
hereunder, whereupon such retiring or removed Collateral Agent shall be
discharged from its duties and obligations under this Security Agreement. After
any retiring or removed Collateral Agent’s resignation or removal hereunder as
Collateral Agent, the provi-
(c) The
Collateral Agent shall not be deemed to have any duty whatsoever with respect
to
any Secured Party that is a counterparty to a Secured Hedge Agreement the
obligations under which constitute Obligations, unless it shall have received
written notice in form and substance satisfactory to the Collateral Agent from
a
Grantor or any such Secured Party as to the existence and terms of the
applicable Secured Hedge Agreement.
8. Miscellaneous.
8.1 Amendments
in Writing.
None of
the terms or provisions of this Security Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed
by
the affected Grantor and the Collateral Agent in accordance with Section 13.1
of
the Credit Agreement.
8.2 Notices.
All
notices, requests and demands pursuant hereto shall be made in accordance with
Section 13.2 of the Credit Agreement. All communications and notices hereunder
to any Subsidiary Grantor shall be given to it in care of the Borrower at the
Borrower’s address set forth in Section 13.2 of the Credit
Agreement.
8.3 No
Waiver by Course of Conduct; Cumulative Remedies.
Neither
the Collateral Agent nor any Secured Party shall by any act (except by a written
instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise
be
deemed to have waived any right or remedy hereunder or to have acquiesced in
any
Default or Event of Default or in any breach of any of the terms and conditions
hereof. No failure to exercise, nor any delay in exercising, on the part of
the
Collateral Agent or any other Secured Party, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise
of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by the Collateral Agent or any other Secured Party of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right
or
remedy that the Collateral Agent or such other Secured Party would otherwise
have on any future occasion. The rights, remedies, powers and privileges herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.
8.4 Enforcement
Expenses; Indemnification.
(a) Each
Grantor agrees to pay any and all reasonable out of pocket expenses (including
all reasonable fees and disbursements of counsel) that may be paid or incurred
by any Secured Party in enforcing, or obtaining advice of counsel in respect
of,
any rights with respect to, or collecting, any or all of the Obligations and/or
enforcing any rights with respect to, or collecting against, such Grantor under
this Security Agreement.
(b) Each
Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties
harmless from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes that may be
payable or determined to be
(c) Each
Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties
harmless from, any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Security Agreement to the extent a
Borrower would be required to do so pursuant to Section 13.5 of the Credit
Agreement.
(d) The
agreements in this Section 8.4 shall survive repayment of the Obligations and
all other amounts payable under the Credit Agreement and the other Credit
Documents.
8.5 Successors
and Assigns.
The
provisions of this Security Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that no Grantor may assign, transfer or delegate any
of
its rights or obligations under this Security Agreement without the prior
written consent of the Collateral Agent except pursuant to a transaction
permitted by the Credit Agreement.
8.6 Counterparts.
This
Security Agreement may be executed by one or more of the parties to this
Security Agreement on any number of separate counterparts (including by
facsimile or other electronic transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of
the
copies of this Security Agreement signed by all the parties shall be lodged
with
the Collateral Agent and the Borrower.
8.7 Severability.
Any
provision of this Security Agreement that is prohibited or unenforceable in
any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction. The parties hereto shall endeavor in good faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that
of
the invalid, illegal or unenforceable provisions.
8.8 Section
Headings.
The
Section headings used in this Security Agreement are for convenience of
reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.
8.9 Integration.
This
Security Agreement together with the other Credit Documents represents the
agreement of each of the Grantors with respect to the subject matter hereof
and
there are no promises, undertakings, representations or warranties by the
Collateral Agent or any other Secured Party relative to the subject matter
hereof not expressly set forth or referred to herein or in the other Credit
Documents.
8.10 GOVERNING
LAW.
THIS
SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE
STATE OF NEW YORK.
8.11 Submission
To Jurisdiction Waivers.
Each
party hereto hereby irrevocably and unconditionally:
(a) submits
for itself and its property in any legal action or proceeding relating to this
Security Agreement and the other Credit Documents to which it is a party, or
for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York,
the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof;
(b) consents
that any such action or proceeding may be brought in such courts and waives
any
objection that it may now or hereafter have to the venue of any such action
or
proceeding in any such court or that such action or proceeding was brought
in an
inconvenient court and agrees not to plead or claim the same;
(c) agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Person at its address referred
to in Section 8.2 or at such other address of which such Person shall have
been
notified pursuant thereto;
(d) agrees
that nothing herein shall affect the right of any other party hereto (or any
Secured Party) to effect service of process in any other manner permitted by
law
or shall limit the right of any party hereto (or any Secured Party) to xxx
in
any other jurisdiction; and
(e) waives,
to the maximum extent not prohibited by law, any right it may have to claim
or
recover in any legal action or proceeding referred to in this Section 8.11
any
special, exemplary, punitive or consequential damages.
8.12 Acknowledgments.
Each
party hereto hereby acknowledges that:
(a) it
has
been advised by counsel in the negotiation, execution and delivery of this
Security Agreement and the other Credit Documents to which it is a
party;
(b) neither
the Collateral Agent nor any other Agent or Secured Party has any fiduciary
relationship with or duty to any Grantor arising out of or in connection with
this Security Agreement or any of the other Credit Documents, and the
relationship between the Grantors, on the one hand, and the Collateral Agent,
each other Agent and the other Secured Parties, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and
(c) no
joint
venture is created hereby or by the other Credit Documents or otherwise exists
by virtue of the transactions contemplated hereby among the Lenders, the Agents
and any other Secured Party or among the Grantors and the Lenders, the Agents
and any other Secured Party.
8.13 Additional
Grantors.
Each
Subsidiary of the Borrower that is required to become a party to this Security
Agreement pursuant to Section 9.11 of the Credit Agreement shall become a
Grantor, with the same force and effect as if originally named as a Grantor
8.14 WAIVER
OF JURY TRIAL.
EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY OTHER CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
8.15 Intercreditor
Agreement.
Notwithstanding
anything herein to the contrary, the liens and security interests granted to
the
Collateral Agent pursuant to this Agreement and the exercise of any right or
remedy by the Collateral Agent hereunder, in each case, with respect to the
Revolving Credit Collateral are subject to the limitations and provisions of
the
Intercreditor Agreement, dated as of July 6, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”),
among
The CIT Group/Business Credit, Inc., as ABL Collateral Agent, the Collateral
Agent, and certain other Persons party or that may become party thereto from
time to time, and by the Grantors identified therein. In the event of any
conflict between the terms of the Intercreditor Agreement and the terms of
this
Agreement with respect to the Revolving Credit Collateral, the terms of the
Intercreditor Agreement shall govern and control. Any provision of this
Agreement to the contrary notwithstanding, (a) no Grantor shall be required
to
act or refrain from acting in a manner that is inconsistent with the terms
and
provisions of the Intercreditor Agreement and (b) prior to the satisfaction
and
discharge in full of the Revolving Credit Obligations (as defined in the
Intercreditor Agreement), no Grantor shall be required to act or refrain from
acting with respect to any Revolving Credit Collateral if compliance by such
Grantor with such requirement would result in a breach of or constitute a
default under any Revolving Credit Loan Document (as defined in the
Intercreditor Agreement).
[SIGNATURE
PAGES FOLLOW]
IN
WITNESS WHEREOF, each of the undersigned has caused this Guarantee to he
duly
executed and delivered by its duly authorized officer or other representative
as
of the day and year first above written.
DOLLAR
GENERAL
CORPORATION, as
Grantor
By:
/s/ Xxxx
Xxxxx
|
Name:
|
Xxxx
Xxxxx
|
|
Title:
|
Treasurer
|
DG
RETAIL, LLC, as
Grantor
By: /s/
Xxxx
Xxxxx
|
Dollar
|
General
Corporation
|
|
as sole member
|
Xxxx Xxxxx
Treasurer
DOLGENCORP,
INC., as
Grantor
By:
/s/ Xxxx
Xxxxx
|
Name:
|
Xxxx
Xxxxx
|
|
Title:
|
Treasurer
|
DOLGENCORP
OF NEW
YORK, INC., as Grantor
By:
/s/ Xxxx
Xxxxx
Name: Xxxx
Xxxxx
Title: Treasurer
DOLGENCORP
OF TEXAS,
INC., as Grantor
By:
/s/ Xxxx
Xxxxx
Name: Xxxx
Xxxxx
Title: Treasurer
S
-1
Security
Agreement Signature Pages
DG
TRANSPORTATION,
INC., as Grantor
By:
/s/ Xxxx
Xxxxx
|
Name:
|
Xxxx
Xxxxx
|
|
Title:
|
Treasurer
|
DG
LOGISTICS, LLC, as
Grantor
By:
/s/
Xxxx
Xxxxx
DG
Transportation,
Inc. as Manager
Xxxx
Xxxxx
Treasurer
DGC
PROPERTIES LLC,
as Grantor
|
By: /s/ Xxxx Xxxxx
|
Dolgencorp, Inc., as sole member
Xxxx Xxxxx
Xxxx Xxxxx
Treasurer
SOUTH
BOSTON
HOLDINGS, INC., as Grantor
|
By:
|
/s/
Xxxx Xxxxx
|
|
Name:
|
Xxxx
Xxxxx
|
|
Title:
|
Treasurer
|
SUN-DOLLAR,
L.P., as
Grantor
By:
/s/ Xxxx Xxxxx
South
Boston
Holdings, Inc. general partner
Xxxx Xxxxx
Treasurer
|
By:
|
/s/ Xxxx Xxxxx
|
Dolgencorp, Inc. limited
partner
Xxxx Xxxxx
Treasurer
S
-2
Security
Agreement Signature Pages
SOUTH
BOSTON
FF&E, LLC, as Grantor
By: Sun-Dollar,
L.P. (sole member)
By:
/s/ Xxxx Xxxxx
South Boston Holdings, Inc. - -
its
general
partner
Xxxx Xxxxx
Treasurer
DG
PROMOTIONS, INC.,
as Grantor
By:
/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title:
Treasurer
DOLLAR
GENERAL
INVESTMENT, INC., as
Grantor
By:
/s/ Xxxx
Xxxxx
Name: Xxxx
Xxxxx
Title:
Treasurer
DOLLAR
GENERAL
MERCHANDISING,
INC.,
as Grantor
By:
/s/ Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
Treasurer
S
-3
Security
Agreement Signature Pages
DOLLAR
GENERAL
PARTNERS, as Grantor
By:
/s/ Xxxx
Xxxxx
Dollar
General Corporation
-
its
authorized
general
partner
Xxxx Xxxxx
Treasurer
/s/ Xxxx Xxxxx
By: Dollar
General Merchandising, Inc. —
its
general partner
Xxxx
Xxxxx
Treasurer
DGC
PROPERTIES OF
KENTUCKY LLC, as
Grantor
By:
/s/ Xxxx
Xxxxx
Dollar
General
Partners as sole member
|
|
Dollar
General Corporation -
its
authorized general partner
|
Xxxx
Xxxxx
Treasurer
S
-4
Security
Agreement Signature Pages
CITICORP
NORTH
AMERICA, INC., as
Collateral
Agent
By: /s/
Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title:
Director
S-5
Security
Agreement Signature Pages
SCHEDULE
I TO THE
SECURITY
AGREEMENT
Filing
Offices
|
DEBTOR
|
FILING
OFFICE
|
|
Dollar
General Corporation
|
Tennessee
SOS
|
|
DG
Retail, LLC
|
Tennessee
SOS
|
|
DG
Transportation, Inc.
|
Tennessee
SOS
|
|
DG
Logistics, LLC
|
Tennessee
SOS
|
|
DG
Promotions, Inc.
|
Tennessee
SOS
|
|
Dollar
General Merchandising, Inc.
|
Tennessee
SOS
|
|
Dollar
General Partners
|
Tennessee
SOS
|
|
Dolgencorp,
Inc.
|
Kentucky
SOS
|
|
Dolgencorp
of New York, Inc.
|
Kentucky
SOS
|
|
Dolgencorp
of Texas, Inc.
|
Kentucky
SOS
|
|
DGC
Properties LLC
|
Delaware
SOS
|
|
South
Boston Holdings, Inc.
|
Delaware
SOS
|
|
South
Boston FF&E, LLC
|
Delaware
SOS
|
|
Dollar
General Investment, Inc.
|
Delaware
SOS
|
|
DGC
Properties of Kentucky LLC
|
Delaware
SOS
|
|
Sun-Dollar,
L.P.
|
California
SOS
|
SCHEDULE
II TO THE
SECURITY
AGREEMENT
Grantor
Information
|
Name
of Debtor/Grantor
|
Type
of Organization
|
Jurisdiction
of Organization/Formation
|
F.E.I.N.
/ T.I.N.
|
Organizational
Identification Number
|
|
Dollar
General Corporation
|
Corporation
|
Tennessee
|
00-0000000
|
Control
Number 0351611
|
|
DG
Retail, LLC
|
Limited
Liability Company
|
Tennessee
|
00-0000000
|
Control
Number 0498077
|
|
Dolgencorp,
Inc.
|
Corporation
|
Kentucky
|
00-0000000
|
Control
Number 0017665
|
|
Dolgencorp
of New York, Inc.
|
Corporation
|
Kentucky
|
00-0000000
|
Control
Number 0499060
|
|
Dolgencorp
of Texas, Inc.
|
Corporation
|
Kentucky
|
00-0000000
|
Control
Number 0268821
|
|
DG
Transportation, Inc.
|
Corporation
|
Tennessee
|
00-0000000
|
Control
Number 0486177
|
|
DG
Logistics, LLC
|
Limited
Liability Company
|
Tennessee
|
00-0000000
|
Control
Number 0381549
|
|
DGC
Properties LLC
|
Limited
Liability Company
|
Delaware
|
00-0000000
|
Control
Number 3530337
|
|
South
Boston Holdings, Inc.
|
Corporation
|
Delaware
|
00-0000000
|
Control
Number 4179362
|
|
Sun-Dollar,
L.P.
|
Limited
Partnership
|
California
|
00-0000000
|
199711200016
|
|
South
Boston FF&E, LLC
|
Limited
Liability Company
|
Delaware
|
00-0000000
|
Control
Number 4287970
|
|
DG
Promotions, Inc.
|
Corporation
|
Tennessee
|
00-0000000
|
Control
Number 0375322
|
|
Dollar
General Investment, Inc.
|
Corporation
|
Delaware
|
00-0000000
|
Control
Number 3535431
|
|
Dollar
General Merchandising, Inc.
|
Corporation
|
Tennessee
|
00-0000000
|
Control
Number: 0437967
|
|
Dollar
General Partners
|
General
Partnership
|
Kentucky
|
00-0000000
|
Control
Number 0589039
|
|
DGC
Properties of Kentucky LLC
|
Limited
Liability Company
|
Delaware
|
00-0000000
|
Control
Number 3530336
|
SCHEDULE
1 TO THE
SECURITY
AGREEMENT
MATERIAL
COPYRIGHT LICENSES
None.
|||
SCHEDULE
2 TO THE
SECURITY
AGREEMENT
COPYRIGHTS
|
Registered
Owner/Grantor
|
Title
|
Registration
Number
|
|
Dollar
General Intellectual Property LP
|
Dollar
General
|
VA-1-074-378
|
|
Dollar
General Intellectual Property LP
|
Birdhouse
in the sky
|
VA-1-084-913
|
|
Dollar
General Intellectual Property LP
|
Play
ball
|
VA-1-084-914
|
|
Dollar
General Intellectual Property LP
|
Southern
magnolia
|
VA-1-084915
|
|
Dollar
General Intellectual Property LP
|
Greater
Cumberland logo
|
VA-1-101-214
|
|
Dollar
General Intellectual Property LP
|
Two
large magnolias design
|
VA-1-104-452
|
|
Dollar
General Intellectual Property LP
|
Two
magnolias within a circle
|
VAu-332-786
|
|
Dollar
General Intellectual Property LP
|
Six
magnolias in a ring
|
VAu-387-072
|
|
Dollar
General Intellectual Property LP
|
Two
magnolias
|
VAu-387-073
|
|
Dollar
General Intellectual Property LP
|
Four
magnolias in a band
|
VAu-439-205
|
|
Dollar
General Intellectual Property LP
|
Two
magnolias within a circle
|
VAu-501-223
|
|
Dollar
General Intellectual Property LP
|
Sun
& shade, you’ve got it made
|
VAu-502-998
|
|
Dollar
General Intellectual Property LP
|
Iris
collection
|
VAu-515-355
|
|
Dollar
General Intellectual Property LP
|
Beautiful
day
|
VAu-515-356
|
|
Dollar
General Intellectual Property LP
|
Snowman
family
|
VAu-515-357
|
|
Dollar
General Intellectual Property LP
|
Checkered
bear design
|
VAu-515-358
|
|
Dollar
General Intellectual Property LP
|
Fish
bowl
|
VAu-515-359
|
|
Dollar
General Intellectual Property LP
|
Snow
day
|
VAu-515-360
|
|
Dollar
General Intellectual Property LP
|
Weather
vane
|
VAu-515-361
|
|
Dollar
General Intellectual Property LP
|
Americana
Christmas
|
VAu-515-362
|
|
Dollar
General Intellectual Property LP
|
American
flag
|
VAu-515-363
|
|
Dollar
General Intellectual Property LP
|
Summertime
watermelon
|
VAu-515-364
|
|
SCHEDULE
3 TO THE
SECURITY
AGREEMENT
MATERIAL
PATENT LICENSES
None.
SCHEDULE
4 TO THE
SECURITY
AGREEMENT
PATENTS
None.
SCHEDULE
5 TO THE
SECURITY
AGREEMENT
MATERIAL
TRADEMARK LICENSES
None.
SCHEDULE
6 TO THE
SECURITY
AGREEMENT
TRADEMARKS
U.S.
Trademarks
|
Debtor/Grantor
|
Title
|
Serial
/ Registration No.
|
|
Dollar
General Merchandising, Inc.
|
SAVE
TIME. SAVE MONEY. EVERY DAY.
|
3,217,925
|
|
Dollar
General Merchandising, Inc.
|
AMERICAN
VALUE
|
3,174,687
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL
|
3,159,752
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL
|
3,118,060
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL AND DESIGN
|
2,947,983
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL
|
2,947,982
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL
|
2,947,981
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL
|
2,947,979
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL MARKET
|
2,912,893
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL
|
2,673,316
|
|
Dollar
General Merchandising, Inc.
|
KISSY
KISSY HUG HUG
|
2,599,690
|
|
Dollar
General Merchandising, Inc.
|
FINE
& DANDY
|
2,522,829
|
|
Dollar
General Merchandising, Inc.
|
VICTORIAN
BEAUTY
|
2,576,769
|
|
Dollar
General Merchandising, Inc.
|
PREMIER
INTERNATIONAL
|
2,556,093
|
|
Dollar
General Merchandising, Inc.
|
SAVE
TIME. SAVE MONEY. DOLLAR GENERAL.
|
2,602,816
|
|
Dollar
General Merchandising, Inc.
|
HOLIDAY
STYLE
|
2,614,861
|
|
Dollar
General Merchandising, Inc.
|
CLOVER
VALLEY
|
2,679,921
|
|
Dollar
General Merchandising, Inc.
|
DG
GUARANTEE
|
2,433,937
|
|
Dollar
General Merchandising, Inc.
|
MY
PAL
|
2,412,180
|
|
Dollar
General Merchandising, Inc.
|
MY
PAL
|
2,355,987
|
|
Dollar
General Merchandising, Inc.
|
DG
|
2,385,253
|
|
Dollar
General Merchandising, Inc.
|
MY
PAL BUILDING BLOCKS FOR LITTLE WARDROBES AND DESIGN
|
2,546,014
|
|
Dollar
General Merchandising, Inc.
|
KITCHEN
ELEMENTS
|
2,589,304
|
|
Dollar
General Merchandising, Inc.
|
A
BETTER LIFE FOR EVERYONE!
|
2,564,327
|
|
Dollar
General Merchandising, Inc.
|
AMERICAN
VALUE
|
2,840,528
|
|
Dollar
General Merchandising, Inc.
|
GOT
A MINUTE? GET A LOT!
|
2,534,603
|
|
Dollar
General Merchandising, Inc.
|
POWERIZE
|
2,402,825
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL EVERY DAY AND DESIGN
|
2,478,427
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
$1 EVERY DAY AND DESIGN
|
2,443,284
|
|
Dollar
General Merchandising, Inc.
|
STOW
AWAYS
|
2,418,285
|
|
Dollar
General Merchandising Inc.
|
COUNTRY
ELEMENTS
|
2,517,967
|
|
Dollar
General Merchandising, Inc.
|
EZSTORE
|
78/642,660
|
|
Dollar
General Merchandising, Inc.
|
SUNRISE
HILL
|
78/467,058
|
|
Dollar
General Merchandising, Inc.
|
DG
|
2,499,318
|
|
Dollar
General Merchandising, Inc.
|
PRO
LINE
|
1,433,962
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL EVERY DAY
|
2,478,358
|
|
Dollar
General Merchandising, Inc.
|
FAMILY
TRADITIONS
|
2,553,059
|
|
Dollar
General Merchandising, Inc.
|
FAMILY
TRADITIONS
|
2.488,144
|
|
Dollar
General Merchandising, Inc.
|
DG
GUARANTEE
|
2,702,790
|
|
Dollar
General Merchandising, Inc.
|
AMERICAN
VALUE
|
2,654,637
|
|
Dollar
General Merchandising, Inc.
|
PREMIER
INTERNATIONAL
|
2,400,609
|
|
Dollar
General Merchandising, Inc.
|
CROSSBOW
|
2,327,189
|
|
Dollar
General Merchandising, Inc.
|
CROSSBOW
|
2,388,304
|
|
Dollar
General Merchandising, Inc.
|
PREMIER
INTERNATIONAL
|
2,317,225
|
|
Dollar
General Merchandising, Inc.
|
OPEN
TRAILS AND DESIGN
|
2,258,138
|
|
Dollar
General Merchandising, Inc.
|
DG
|
2,130,040
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL AND DESIGN
|
1,972,697
|
|
Dollar
General Merchandising, Inc.
|
PREMIER
INTERNATIONAL
|
1,705,134
|
|
Dollar
General Merchandising, Inc.
|
XXXXX
XXXX
|
1,726,693
|
|
Dollar
General Merchandising, Inc.
|
XXXXX
XXXXXXXXX
|
1,735,722
|
|
Dollar
General Merchandising, Inc.
|
THE
TOWN’S MOST UNUSUAL STORE
|
1,642,403
|
|
Dollar
General Merchandising, Inc.
|
EVERY
DAY IS DOLLAR DAY!...AT YOUR DOLLAR GENERAL STORE
|
1,651,816
|
|
Dollar
General Merchandising, Inc.
|
GENERAL
STORY
|
1,494,217
|
|
Dollar
General Merchandising, Inc.
|
S
STORY
|
1,493,097
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL
|
0,881,060
|
|
Dollar
General Merchandising, Inc.
|
UNI-LAB
|
1,952,315
|
|
Dollar
General Merchandising, Inc.
|
OPEN
TRAILS
|
1,752,567
|
|
Dollar
General Merchandising, Inc.
|
MY
PAL
|
1,791,692
|
|
Dollar
General Merchandising, Inc.
|
OPEN
TRAILS
|
1,424,943
|
|
Dollar
General Merchandising, Inc.
|
DOLLAR
GENERAL OUR NAME SAYS IT ALL AND DESIGN
|
2,210,926
|
|
Dollar
General Merchandising, Inc.
|
CLOVER
VALLEY
|
2,498,548
|
|
Dollar
General Merchandising, Inc.
|
CLOVER
VALLEY
|
833,446
|
Foreign
Trademarks
|
Title
|
Serial/
Registration No.
|
Country
|
|
DOLLAR
GENERAL
|
1,241,198
|
Canada
|
|
DOLLAR
GENERAL
|
3,846,573
|
European
Union (CTM)
|
|
XXXXXX
XXXXXXX
|
0000X00000
|
Xxxx
Xxxx
|
|
DOLLAR
GENERAL in
Chinese
Characters
|
300042443
|
Hong
Kong
|
|
DOLLAR
GENERAL
|
477,587
|
Mexico
|
|
DOLLAR
GENERAL
|
892,930
|
Mexico
|
