EXHIBIT 10.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of July 28, 2000 among: Dollar General Corporation (the "Company"), a
corporation duly organized and existing under the laws of the State of
Tennessee; Dolgencorp, Inc., a Kentucky corporation; Dolgencorp of Texas, Inc.,
a Kentucky corporation; DG Logistics, LLC, a Tennessee limited liability
company; Dade Lease Management, Inc., a Delaware corporation; Dollar General
Partners, a Kentucky general partnership; Dollar General Financial, Inc., a
Tennessee corporation; Nations Title Company, Inc., a Tennessee corporation; and
Dollar General Intellectual Property, L.P., a Vermont limited partnership
(collectively, the "Existing Guarantors"); The Greater Cumberland Insurance
Company, a Vermont corporation (the "Additional Guarantor" and, together with
the Existing Guarantors, the "Guarantors"); and First Union National Bank, a
national banking association, as trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, the Company and the Existing Guarantors have heretofore
executed and delivered to the Trustee an indenture (the "Indenture"), dated as
of June 21, 2000, providing for the issuance of an aggregate principal amount of
$200,000,000 of 8 5/8% Notes due June 15, 2010 (the "Notes");
WHEREAS, Section 4.06 and Article X of the Indenture provide that
under certain circumstances the Company may or must cause certain of its
Subsidiaries to execute and deliver to the Trustee a supplement to the Indenture
pursuant to which such Subsidiaries shall unconditionally guarantee all of the
Company's Obligations under the Notes pursuant to a Guarantee on the terms and
conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee
is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Company, the Additional Guarantor and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:
1
1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The Additional Guarantor hereby
agrees, jointly and severally with all other Guarantors, to unconditionally
guarantee the Company's Obligations under the Notes and the Indenture on the
terms and subject to the conditions set forth in Article X of the Indenture and
to be bound by all other applicable provisions of the Indenture and the Notes.
The Additional Guarantor hereby agrees that its Guarantee shall remain in full
force and effect notwithstanding any failure to endorse on each Note a notation
of such Guarantee. This Guarantee is subject to release as and to the extent
provided in Section 10.04 of the Indenture. This Guarantee shall remain in full
force and effect irrespective of the release of the Guarantee of any Guarantor
other than the Additional Guarantor as provided in Section 10.04 of the
Indenture.
3. No Recourse Against Others. No past, present or future
director, officer, employee, incorporator, partner, member, shareholder or agent
of any Guarantor, as such, shall have any liability for any obligations of the
Company or any Guarantor under the Notes, any Guarantee, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations. Each Holder by accepting a Note waives and releases all
such liability. Such waiver and release form a part of the consideration for
issuance of the Notes and the Guarantees.
4. Governing Law. This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.
5. Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
6. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the correctness of the recitals
of fact contained herein, all of which recitals are made solely by the
Additional Guarantor.
2
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
THE GREATER CUMBERLAND
INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
DOLLAR GENERAL CORPORATION
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Treasurer
DOLGENCORP, INC.
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Treasurer
DOLGENCORP OF TEXAS, INC.
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Treasurer
DG LOGISTICS, LLC
By: Dolgencorp, Inc., its Managing
Member
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Treasurer
DADE LEASE MANAGEMENT, INC.
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Treasurer
DOLLAR GENERAL PARTNERS
By: Dolgencorp, Inc., a general partner
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Treasurer
By: Dade Lease Management, Inc., a
general partner
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Treasurer
By: Dollar General Financial, Inc., a
general partner
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Treasurer
DOLLAR GENERAL FINANCIAL, INC.
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Treasurer
NATIONS TITLE COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
DOLLAR GENERAL INTELLECTUAL
PROPERTY, L.P.
By: Dade Lease Management, Inc., its
General Partner
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: Treasurer
FIRST UNION NATIONAL BANK,
as Trustee
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
