dg_Ex412



		

			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 Susan L. Hobart, Shearman & Sterling LLP, email: shobart@shearman.com.
		

		
			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 


		 


		

			Dollar General Amendment

		


		

			 

		


		

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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/ John W. Garratt

				
	
					
						 

					
					
						Name: John W. Garratt

				
	
					
						 

					
					
						Title: EVP & CFO

				



		
			 
		

			
					
						 

					
					
						 

				
	
					
						Agreed as of the date first above written:

				
	
					
						CITIBANK, N.A,

				
	
					
						as Agent and as Lender

				
	
					
						 

				
	
					
						By:

					
					
						/s/ Carolyn Kee

				
	
					
						 

					
					
						Name: Carolyn Kee

				
	
					
						 

					
					
						Title: Vice President

				
	
					
						 

				
	
					
						BANK OF AMERICA, N.A.

				
	
					
						 

				
	
					
						By:

					
					
						/s/ A Kerchmar

				
	
					
						 

					
					
						Name: Alexandra Kerchmar

				
	
					
						 

					
					
						Title: Associate

				
	
					
						 

				
	
					
						GOLDMAN SACHS LENDING PARTNERS LLC

				
	
					
						 

				
	
					
						By:

					
					
						/s/ Mahesh Mohan

				
	
					
						 

					
					
						Name: Mahesh Mohan

				
	
					
						 

					
					
						Title: Authorized Signatory

				
	
					
						 

				
	
					
						U.S. BANK NATIONAL ASSOCIATION

				
	
					
						 

				
	
					
						By:

					
					
						/s/ Conan Schleicher

				
	
					
						 

					
					
						Conan Schleicher

				
	
					
						 

					
					
						Senior Vice President

				
	
					
						 

				
	
					
						WELLS FARGO BANK, NATIONAL ASSOCIATION

				
	
					
						 

				
	
					
						By:

					
					
						/s/ Ekta Patel

				
	
					
						 

					
					
						Name: Ekta Patel

				
	
					
						 

					
					
						Title: Managing Director

				
	
					
						 

				



		
			 
		

		
			
		

		



		 


		

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						COMPASS BANK

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Daniel Feldman

				
	
					
						 

					
					
						Name: Daniel Feldman

				
	
					
						 

					
					
						Title: Senior Vice President

				
	
					
						 

					
					
						 

				
	
					
						FIFTH THIRD BANK

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Mary Ramsey

				
	
					
						 

					
					
						Name: Mary Ramsey

				
	
					
						 

					
					
						Title: Senior Vice President

				
	
					
						 

					
					
						 

				
	
					
						JP MORGAN CHASE BANK, N.A.

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Blakely Engel

				
	
					
						 

					
					
						Name: Blakely Engel

				
	
					
						 

					
					
						Title: Vice President

				
	
					
						 

					
					
						 

				
	
					
						MIZUHO BANK, LTD.

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Raymond Ventura

				
	
					
						 

					
					
						Name: Raymond Ventura

				
	
					
						 

					
					
						Title: Managing Director

				
	
					
						 

					
					
						 

				
	
					
						PNC BANK, NATIONAL ASSOCIATION

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Tracey Silverman

				
	
					
						 

					
					
						Name: Tracey Silverman

				
	
					
						 

					
					
						Title: Sr. Vice President

				
	
					
						 

					
					
						 

				
	
					
						REGIONS BANK

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Louis Alexander

				
	
					
						 

					
					
						Name: Louis Alexander

				
	
					
						 

					
					
						Title: Managing Director

				
	
					
						 

					
					
						 

				
	
					
						BRANCH BANKING & TRUST COMPANY

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Steven Thompson

				
	
					
						 

					
					
						Name: Steven Thompson

				
	
					
						 

					
					
						Title: Vice President

				
	
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		



		 


		

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						CAPITAL ONE, NATIONAL ASSOCIATION

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Timothy Miller

				
	
					
						 

					
					
						Name: Timothy Miller

				
	
					
						 

					
					
						Title: Director

				
	
					
						 

					
					
						 

				
	
					
						KEYBANK NATIONAL ASSOCIATION

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Marianne T. Meil

				
	
					
						 

					
					
						Name: Marianne T. Meil

				
	
					
						 

					
					
						Title: Senior Vice President

				
	
					
						 

					
					
						 

				
	
					
						BANK OF THE WEST

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ John P. Mills

				
	
					
						 

					
					
						Name: John P. Mills

				
	
					
						 

					
					
						Title: Director

				
	
					
						 

					
					
						 

				
	
					
						BMO HARRIS BANK N.A.

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Brian Doyle

				
	
					
						 

					
					
						Name: Brian Doyle

				
	
					
						 

					
					
						Title: Vice President

				
	
					
						 

					
					
						 

				
	
					
						THE HUNTINGTON NATIONAL BANK

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Mike Kelly

				
	
					
						 

					
					
						Name: Mike Kelly

				
	
					
						 

					
					
						Title: V.P.

				
	
					
						 

					
					
						 

				
	
					
						THE NORTHERN TRUST COMPANY

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Mike Fornal

				
	
					
						 

					
					
						Name: Mike Fornal

				
	
					
						 

					
					
						Title: Vice President

				
	
					
						 

					
					
						 

				
	
					
						FIRST TENNESSEE BANK N.A.

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Drew Rodgers

				
	
					
						 

					
					
						Name: Drew Rodgers

				
	
					
						 

					
					
						Title: Senior Vice President

				
	
					
						 

					
					
						 

				



		
			 
		


		 


		

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