Home

Intelligence

Services

Subscriptions

News

About Us

Sign In

 

Document Preview

Purchase Agreement

 

Click "Add to Cart" button to purchase document. 
Documents are emailed immediately after purchase. 
You can also browse documents by
title, category, or company... or click here for help finding documents.

 

Title:

Purchase Agreement

Entities:

Banc of America Securities LLC; Cede & Co.; Dolgencorp of Texas Inc ; First Union National Bank; Wachovia Securities Inc.; Milbank, Tweed, Hadley & McCloy

Date:

2000

Size:

Preview shows 13KB of 96KB total

Price:

$59

ID:

#2022834

 

 

► Purchase & Sale ► Purchase Agreements
► Financial
► Services ► Legal

 

 

Start of Preview


                           DOLLAR GENERAL CORPORATION


$200,000,000

8 5/8 % NOTES DUE JUNE 15, 2010

PURCHASE AGREEMENT

June 16, 2000



CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
BANC OF AMERICA SECURITIES LLC
WACHOVIA SECURITIES, INC.
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue,
New York, New York 10010-3629

Ladies and Gentlemen:

1. Introductory. Dollar General Corporation, a Tennessee corporation
(the "ISSUER"), proposes, subject to the terms and conditions stated herein, to
issue and sell to the several initial purchasers named in Schedule A hereto (the
"PURCHASERS") $200,000,000 principal amount of its 8 5/8 % Notes Due June 15,
2010 (the "OFFERED SECURITIES") guaranteed (the "GUARANTEES") by 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 (each, a "GUARANTOR" and
collectively, the "GUARANTORS" and, together with the Issuer, the "COMPANIES"),
to be issued under an indenture dated as of June 15, 2000 (the "INDENTURE")
among the Companies and First Union National Bank (as "TRUSTEE").

You have advised us that you will make offers of the Offered Securities
purchased by you hereunder on the terms set forth in the Offering Document (as
defined below), as amended or supplemented, solely to (i) persons whom you
reasonably believe to be a "qualified institutional buyer" (a "QIB") as defined
in Rule 144A ("RULE 144A") under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), (ii) to a limited number of institutional "accredited
investors" as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act
and (iii) outside the United States to persons other than U.S. Persons in
offshore transactions meeting the requirements of Rule 904 of Regulation S
("REGULATION S") under the Securities Act.


{PAGE} 2


Holders (including subsequent transferees) of the Offered Securities
will have the registration rights set forth in the Registration Rights Agreement
dated the Closing Date (as hereinafter defined) (the "REGISTRATION RIGHTS
AGREEMENT") among the Companies and the Purchasers. Pursuant to the Registration
Rights Agreement, the Companies have agreed to file with the Securities and
Exchange Commission (the "COMMISSION") (i) a registration statement under the
Securities Act registering the offering of notes and guarantees (the "EXCHANGE
SECURITIES" and the "EXCHANGE SECURITY GUARANTEES", respectively) identical in
all material respects to the Offered Securities and the Guarantees (except that
the Exchange Securities and the Exchange Security Guarantees will not contain
terms with respect to transfer restrictions) to be offered in exchange for the
Offered Securities and (ii) under certain circumstances, a shelf registration
statement pursuant to Rule 415 under the Securities Act.

The Companies hereby agree with the Purchasers as follows:

2. Representations and Warranties of the Companies. The Companies,
jointly and severally, represent and warrant to, and agree with, the Purchasers
that:

(a) A preliminary offering circular and an offering circular
relating to the Offered Securities to be offered by the Purchasers have
been prepared by the Companies. Such preliminary offering circular and
offering circular, as supplemented as of the date of this Agreement,
together with the documents incorporated therein by reference and any
other document approved by the Companies for use in connection with the
contemplated resale of the Offered Securities, are hereinafter
collectively referred to as the "OFFERING DOCUMENT." On the date of
this Agreement and on the Closing Date, the Offering Document does not
include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
The preceding sentence does not apply to statements in or omissions
from the Offering Document based upon written information furnished to
the Company by any Purchaser through Credit Suisse First Boston
Corporation ("CSFBC") specifically for use therein, it being understood
and agreed that the only such information is that described as such in
Section 7(b) hereof. Except as disclosed in the Offering Document, the
Issuer's Annual Report on Form 10-K and Quarterly Report on Form 10-Q
most recently filed with the Commission and all subsequent reports
(collectively, the "EXCHANGE ACT REPORTS") which have been filed by the
Issuer with the Commission or sent to stockholders pursuant to the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") when
filed did not include any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading. Such documents, when they were filed with the Commission,
conformed in all material respects to the requirements of the Exchange
Act and the rules and regulations of the Commission thereunder.





2
{PAGE} 3

(b) The Issuer has been duly incorporated and is an existing
corporation under the laws of the State of Tennessee, with corporate
power and authority to own its properties and conduct its business as
described in the Offering Document; and the Issuer is duly qualified to
do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification, except where the
failure to be so qualified or be in good standing would not have a
material adverse effect on the condition (financial or other),
business, properties, results of operations or general affairs of the
Issuer and its subsidiaries taken as a whole (a "MATERIAL ADVERSE
EFFECT").

(c) Each Guarantor is listed on Schedule B hereto, together with its
jurisdiction of organization and the beneficial ownership of the Issuer
therein. Each Guarantor has been duly organized and is an existing
corporation, limited liability company or partnership, as the case may
be, in good standing under the laws of the jurisdiction of its
organization, with all power and authority to own its properties and
conduct its business as described in the Offering Document; and each
Guarantor is duly qualified to do business as a foreign corporation,
limited liability company or partnership, as the case may be, in good
standing in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification,
except where the failure to be so qualified or in good standing would
not have a Material Adverse Effect; all of the issued and outstanding
capital stock of each Guarantor that is a corporation has been duly
authorized and validly issued and is fully paid and nonassessable; the
capital stock of each Guarantor that is a corporation is owned by the
Issuer, directly or through subsidiaries, free and clear of any
mortgage, pledge, lien, security interest, claim, encumbrance or defect
of any kind; and the Guarantors constitute all of the direct and
indirect subsidiaries of the Issuer.

(d) This Agreement has been duly authorized, executed and delivered
by each of the Companies and constitutes a valid and binding obligation
of each of the Companies, enforceable against each of them in
accordance with its terms, except to the extent that (A) enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to creditors' rights and remedies generally
and by general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity) and (B) rights to
indemnity and contribution may be limited by applicable laws.

(e) The Indenture has been duly authorized by each of the Companies
and, when duly executed and delivered by each of the Companies and the
Trustee, will constitute a valid and binding obligation of each of the
Companies, enforceable against each of them in accordance with its
terms, except to the extent that enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to creditors' rights and remedies generally and by
general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity); and the Indenture conforms
in all material respects to the description thereof contained in the
Offering Document.



3
{PAGE} 4

(f) The Registration Rights Agreement has been duly authorized,
executed and delivered by each of the Companies and constitutes a valid
and binding obligation of each of the Companies, enforceable against
each of them in accordance with its terms, except to the extent that
(A) enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to creditors'
rights and remedies generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or
in equity) and (B) rights to indemnity and contribution may be limited
by applicable laws; and the Registration Rights Agreement conforms in
all material respects to the description thereof contained in the
Offering Document.

(g) The Offered Securities have been duly authorized by the Issuer,
and when executed, authenticated, issued and delivered in the manner
provided for in the Indenture and sold and paid for as provided in this
Agreement, the Offered Securities will constitute valid and binding
obligations of the Issuer entitled to the benefits of the Indenture and
enforceable against the Issuer in accordance with their terms, except
to the extent that enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating
to creditors' rights and remedies generally and by general principles
of equity (regardless of whether enforcement is sought in a proceeding
at law or in equity); and the Offered Securities conform in all
material respects to the description thereof contained in the Offering
Document.

(h) The Guarantees have been duly authorized by each of the
Guarantors, and when executed, authenticated, issued and delivered in

 

End of Preview

 

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC