AMENDMENT NO. 1

Exhibit 4.12

EXECUTION COPY

AMENDMENT NO. 1

Dated as of February 4, 2019

To the banks, financial institutions
and other lenders
(collectively, the “Lenders”) parties
to the Credit Agreement referred to
below and to Citibank, N.A., as agent
(the “Agent”) for the Lenders

Ladies and Gentlemen:

We refer to the Amended and Restated Agreement, dated as of February 22, 2017 (the “Credit Agreement”) among Dollar General Corporation, a Tennessee corporation, the Lenders from time to time party thereto and Citibank, N.A., as administrative agent.  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

It is hereby agreed by you and us as follows:

The Credit Agreement is, effective as of the date of the Amendment Effective Date (as defined below), hereby amended as follows:

1. The definitions of “Capitalized Lease Obligations” and “Capital Leases” in Section 1.01 are deleted in full and replaced by inserting, in appropriate alphabetical order, with the following:

“Finance Lease Liabilities” means, as applied to any Person, all obligations under Finance Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.

“Finance Leases” means all leases that have been or should be, in accordance with GAAP, recorded as finance leases.

2. The definition of “Consolidated Rental Expense” in Section 1.01 is amended by restating the second parenthetical clause in full to read “(excluding variable lease cost associated with real estate taxes, insurance and common area maintenance charges)”.

3. The definition of “Consolidated Total Debt” in Section 1.01 is amended by deleting the term “Capitalized Lease Obligations” and substituting therefor the term “Finance Lease Liabilities”.

4. The definition of “Debt” in Section 1.01 is amended by deleting the term “Capitalized Lease Obligations” and substituting therefor the term “Finance Lease Liabilities”.

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5. Section 1.03 is amended by deleting in full the second and third sentences thereof.

6. Section 5.02(a)(ii) is amended by deleting the term “Capital Leases” and substituting therefor the term “Finance Leases”.

7. Section 5.02(d)(viii) is amended by deleting the term “Capital Leases” and substituting therefor the term “Finance Leases”.

This Amendment shall become effective when the Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders (the “Amendment Effective Date”). 

The Borrower hereby represents and warrants, as of the Amendment Effective Date, that (i) the representations and warranties contained in Section 4.01 of the Credit Agreement (except the representations and warranties set forth in the last sentence of Section 4.01(e) and in Section 4.01(f)(i)) are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects), as though made on and as of the Amendment Effective Date, except to the extent any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the Amendment Effective Date) and (ii) no event has occurred and is continuing that constitutes a Default.

On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.  This Amendment shall be deemed to constitute a “Loan Document”.

The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Amendment to Xxxxx X. Xxxxxx, Xxxxxxxx & Sterling LLP, email: xxxxxxx@xxxxxxxx.xxx.

This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of

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an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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Very truly yours,
DOLLAR GENERAL CORPORATION
By	/s/ Xxxx X. Xxxxxxx
	Name: Xxxx X. Xxxxxxx
	Title: EVP & CFO

Agreed as of the date first above written:
CITIBANK, N.A,
as Agent and as Lender
By:	/s/ Xxxxxxx Xxx
	Name: Xxxxxxx Xxx
	Title: Vice President
BANK OF AMERICA, N.A.
By:	/s/ A Kerchmar
	Name: Xxxxxxxxx Xxxxxxxx
	Title: Associate
XXXXXXX SACHS LENDING PARTNERS LLC
By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Authorized Signatory
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Xxxxx Xxxxxxxxxx
	Xxxxx Xxxxxxxxxx
	Senior Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: Managing Director

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COMPASS BANK
By:	/s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title: Senior Vice President
FIFTH THIRD BANK
By:	/s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title: Senior Vice President
XX XXXXXX XXXXX BANK, N.A.
By:	/s/ Xxxxxxx Xxxxx
	Name: Xxxxxxx Xxxxx
	Title: Vice President
MIZUHO BANK, LTD.
By:	/s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Managing Director
PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Xxxxxx Xxxxxxxxx
	Name: Xxxxxx Xxxxxxxxx
	Title: Sr. Vice President
REGIONS BANK
By:	/s/ Xxxxx Xxxxxxxxx
	Name: Xxxxx Xxxxxxxxx
	Title: Managing Director
BRANCH BANKING & TRUST COMPANY
By:	/s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title: Vice President

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CAPITAL ONE, NATIONAL ASSOCIATION
By:	/s/ Xxxxxxx Xxxxxx
	Name: Xxxxxxx Xxxxxx
	Title: Director
KEYBANK NATIONAL ASSOCIATION
By:	/s/ Xxxxxxxx X. Xxxx
	Name: Xxxxxxxx X. Xxxx
	Title: Senior Vice President
BANK OF THE WEST
By:	/s/ Xxxx X. Xxxxx
	Name: Xxxx X. Xxxxx
	Title: Director
BMO XXXXXX BANK N.A.
By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Vice President
THE HUNTINGTON NATIONAL BANK
By:	/s/ Xxxx Xxxxx
	Name: Xxxx Xxxxx
	Title: V.P.
THE NORTHERN TRUST COMPANY
By:	/s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title: Vice President
FIRST TENNESSEE BANK N.A.
By:	/s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Senior Vice President

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