AMCON Distributing (DIT) 10-Q 2025 Q1 Quarterly report

Exhibit 10.2

FIFTH AMENDMENT TO CREDIT AGREEMENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of December 23, 2024,is made by and among TEAM SLEDD, LLC, a Delaware limited liability company (the "Borrower"), the financial institutions party hereto (together with their respective successors and assigns, the "Lenders"), and FIRST NATIONAL BANK OF PENNSYLVANIA (in its individual capacity, "FNB"), as administrative agent for the Lenders (in its capacity as "Administrative Agent").

RECITALS

WHEREAS, reference is made to that certain Credit Agreement, dated as of March 27, 2020, by and among the Borrower, the guarantors from time to time party thereto (together with the Borrower, each a "Loan Party" and collectively, the "Loan Parties"), the Lenders from time to time party thereto and the Administrative Agent, as amended by that First Amendment to Credit Agreement dated as of April 9, 2021, as further amended by that Second Amendment to Credit Agreement dated as of October 4, 2021, as further amended by that Third Amendment to Credit Agreement dated as of October 3, 2022, to be effective as of September 30, 2022, and as further amended by that Fourth Amendment to Credit Agreement dated as of April 27, 2023, to be effective as of April 27, 2023 (as may be further amended, restated, amended and restated, modified or supplemented, the "Credit Agreement");

WHEREAS, the Borrower has requested that the Lenders make certain modifications to the Credit Agreement.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth, and intending to be legally bound hereby, covenant and agree as follows:

AGREEMENT

1.Definitions.  All capitalized terms used and not defined herein shall have the meanings given to them in the Credit Agreement and the rules of construction set forth on Schedule One, Part II of the Credit Agreement shall apply to this Amendment.

2.Base Rate Loans.  Subject to the terms and conditions of the Composite Credit Agreement (as defined below), from and after the date hereof:  (a) no new Base Rate Loan shall be available, requested or made, and (b) any request for a new Loan as, or to convert an existing Loan to, or to continue an existing Base Rate Loan as, a Base Rate Loan shall be ineffective.

3.Existing Loans.  All Loans requested, made and in effect prior to the date hereof shall be converted on the date hereof to Loans based upon the SOFR Rate Option (as defined in the Composite Credit Agreement), with all Loans being converted to Loans bearing the SOFR Rate Option.  Accrued and unpaid interest and fees for all Loans shall be due and payable by Borrower on the date hereof.  No SOFR Breakage Fees shall be payable by any party with respect to Loans that are so converted.

4.Amendments to Credit Agreement.  The Credit Agreement is hereby amended as follows:

(a)The Credit Agreement and certain corresponding exhibits and schedules are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined blue text (indicated textually in the same manner as the following example: double-underlined text) as set forth on the version of the Credit Agreement attached hereto as Exhibit A, which is hereby made a part hereof (the "Composite Credit Agreement").  

(b)Exhibit A – Notice of Borrowing of the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit B, respectively.

(c)Exhibit C – Notice of Continuation/Conversion of the Credit is hereby deleted in its entirety.

5.Conditions of Effectiveness.  The effectiveness of this Amendment is expressly conditioned upon satisfaction of each of the following conditions precedent:

(a)Execution and Delivery.  Each Loan Party and each Lender shall have executed and delivered to the Administrative Agent and each Lender this Amendment.

(b)No Violation of Laws, No Actions or Proceedings.  The execution of this Amendment shall not contravene any law applicable to any Loan Party, the Administrative Agent or any Lender.  No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of this Amendment or the consummation of the transactions contemplated hereby, which in the Administrative Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment, or any of the other Loan Documents.

(c)Legal Details; Counterparts.  All legal details and proceedings in connection with the transactions contemplated by this Amendment shall be in form and substance satisfactory to the Administrative Agent and the Lenders; the Administrative Agent shall have received from each Loan Party and all Lenders an executed original of this Amendment; and the Administrative Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the Administrative Agent and the Lenders.  If an executed original signature page is not delivered on or before the Fifth Amendment Effective Date, the Loan Parties covenant to deliver such original not later than the fifth (5th) Business Day thereafter.

(d)Lien Searches.  The Administrative Agent shall have received lien searches in acceptable scope and with acceptable results.

(e)Closing Agenda.  The Administrative Agent shall have received all items set forth on the closing agenda, a copy of which was provided by the Administrative Agent to the Borrower with respect to this Amendment.

(f)Other.  There shall be delivered to the Administrative Agent such other documents in connection with this Amendment as the Administrative Agent or its counsel may reasonably request.

6.Fees and Expenses.  The Borrower shall pay or cause to be paid the reasonable costs and expenses of the Administrative Agent and the Lenders and the reasonable fees of the Administrative Agent's counsel in connection with this Amendment.

7.Representations and Warranties; No Defaults.  The Loan Parties, by executing this Amendment, hereby certify and confirm, on a joint and several basis, that as of the date hereof and after giving effect to this Amendment: (a) the execution, delivery and performance of this Amendment and any and all other documents executed and/or delivered in connection herewith have been authorized by all requisite action on the part of such Loan Party and will not violate such Loan Party's Organization Documents, the JV Documents or the AMCON Loan Documents, as applicable; (b) the representations and warranties of such Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate

2

solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific dates or times referred to therein); (c) no Event of Default or Potential Default under the Credit Agreement has occurred and is continuing or exists which will not be cured or expressly waived hereunder by the execution and effectiveness of this Amendment; and (d) the Credit Agreement (as amended by this Amendment), the AMCON Subordination Agreement, the FNB Intercreditor Agreement and all other Loan Documents are and remain legal, valid, binding and enforceable obligations in accordance with the terms thereof, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors' rights generally and to general principles of equity.

8.Consents and Approvals.  The Loan Parties represent and warrant that, to the extent any consent, approval, order or authorization or registration, declaration or filing with any governmental authority or other person or legal entity is required in connection with the valid execution and delivery by any Loan Party of this Amendment or the carrying out or performance of any of the transactions required or contemplated by this Amendment, all such consents, approvals, orders or authorizations shall have been obtained or all such registrations, declarations or filings shall have been accomplished prior to the consummation of this Amendment.

9.Effect of Amendment.  Except as provided in this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect.

10.Counterparts.  This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument, and delivery of executed signature pages hereof by telecopy or other electronic transmission from one party to another shall constitute effective and binding execution and delivery, respectively, of this Amendment by such party.

11.Force and Effect.  Except as expressly modified by this Amendment, the Credit Agreement, the Intercreditor Agreement and the other Loan Documents are hereby ratified and confirmed by each Loan Party and shall remain in full force and effect after the date hereof.  The parties hereto do not amend or waive any provisions of the Credit Agreement, the Intercreditor Agreement or any of the other Loan Documents except as expressly set forth herein.  Each of the Administrative Agent and the Lenders expressly reserves any and all rights and remedies available to it under the Credit Agreement (except solely to the extent expressly waived hereby), the Intercreditor Agreement, the other Loan Documents, or any other agreement, or at law or in equity, or otherwise; and, except as expressly provided herein, no other waiver, consent, or amendment is made or implied hereby.

12.Governing Law.  This Amendment shall be construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to its conflict of laws principles including matters of construction, performance and enforcement.

13.Release; Indemnification.

(a)Release.  In further consideration of the Administrative Agent's and the Lenders' execution of this Amendment, each Loan Party, individually and on behalf of its respective successors (including any trustees acting on behalf of such Loan Party, and any debtor-in-possession with respect to such Loan Party), assigns, subsidiaries and affiliates, hereby forever releases the Administrative Agent and each Lender and their respective successors, assigns, parents, subsidiaries, and affiliates and their respective officers, employees, directors, agents and attorneys (collectively, the "Releasees") from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity), and obligations of every nature whatsoever, whether liquidated or unliquidated, whether matured or unmatured, whether fixed or contingent that such Loan Party has or may

3

have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the Fifth Amendment Effective Date (including with respect to the Obligations, any Collateral and any third parties liable in whole or in part for the Obligations).  This provision shall survive and continue in full force and effect whether or not the Loan Parties shall satisfy all other provisions of the Credit Agreement (as amended or modified by this Amendment) or the other Loan Documents.

(b)Related Indemnity.  Each Loan Party hereby agrees that its release of the Releasees set forth in Section 13(a) shall include an obligation to indemnify and hold the Releasees, or any of them, harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including officers, directors, agents, trustees, creditors, partners or shareholders of such Loan Party or any parent, subsidiary or affiliate of such Loan Party, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation, common law principle or otherwise arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed in connection herewith; provided, that no Loan Party shall be liable for any indemnification to a Releasee to the extent that any such liability, obligation, loss, penalty, action, judgment, suit, cost, expense or disbursement results from the applicable Releasee's bad faith, gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.  The foregoing indemnity shall survive the payment in full of the Obligations and the termination of the Credit Agreement (as amended by this Amendment) and the other Loan Documents.

14.Amendment as Loan Document.  The parties hereto acknowledge and agree that this Amendment constitutes a Loan Document.

[SIGNATURE PAGES FOLLOW]

4

[SIGNATURE PAGE TO FIFTH AMENDMENT TO CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written to be effective on the Fifth Amendment Effective Date with the intention that this Amendment shall constitute a sealed instrument.

BORROWER:

TEAM SLEDD, LLC,

a Delaware limited liability company

By: /s/ S. Randall Emanuelson (SEAL)Name: S. Randall Emanuelson
Title:Vice President

5

[SIGNATURE PAGE TO FIFTH AMENDMENT TO CREDIT AGREEMENT]

ADMINISTRATIVE AGENT AND LENDER:

FIRST NATIONAL BANK OF PENNSYLVANIA,
as Administrative Agent and as a Lender

By: /s/ Paul PalaciosName:Paul Palacios
Title:Vice President

6

EXHIBIT A – Fifth Amendment to Credit Agreement

CREDIT AGREEMENT

DATED MARCH 27, 2020

BY AND AMONG

TEAM SLEDD, LLC,
as the Borrower

AND

THE GUARANTORS PARTY HERETO

AND

THE LENDERS PARTY HERETO

AND

FIRST NATIONAL BANK OF PENNSYLVANIA, as the Administrative Agent

As amended by that:
First Amendment to Credit Agreement dated as of April 9, 2021
Second Amendment to Credit Agreement dated as of October 4, 2021
Third Amendment to Credit Agreement dated as of October 3, 2022, effective as of September 30, 2022
Fourth Amendment to Credit Agreement dated as of April 27, 2023, effective as of April 27, 2023
Fifth Amendment to Credit Agreement dated as of December 23, 2024

7

TABLE OF CONTENTS

Article IDEFINITIONS AND INTERPRETATIONS‌1

Section 1.01Defined Terms and Interpretations.‌1

Section 1.02Accounting Matters; Changes in GAAP.‌1

Section 1.03Conflict in Loan Documents.‌2

Section 1.04Legal Representation of Parties.‌2

Section 1.05Benchmark Replacement Notification.‌2

Article IITHE CREDIT FACILITIES.‌2

Section 2.01Revolving Credit Loans.‌2

Section 2.02The Revolving Credit Note.‌2

Section 2.03Repayment of the Revolving Credit Loans; Nature of Lenders' Obligations with respect to Revolving Credit Loans.‌2

Section 2.04Voluntary Reduction of the Revolving Credit Commitment.‌3

Section 2.05Borrowing Procedures for Loans.‌4

Section 2.06Unused Revolving Credit Commitment Fee.‌5

Section 2.07Payments.‌6

Section 2.08Administrative Agent's Records.‌7

Section 2.09Letter of Credit Subfacility.‌7

Section 2.10Issuance, Amendment and Renewal of Letters of Credit.‌8

Section 2.11Drawings and Reimbursements.‌10

Section 2.12Role of the Issuing Lender.‌12

Section 2.13Obligations Absolute.‌13

Section 2.14Cash Collateral.‌14

Section 2.15Letter of Credit Fees; Indemnity.‌14

Section 2.16Defaulting Lenders.‌15

Section 2.17Pro Rata Treatment of Lenders.‌16

Section 2.18Sharing of Payments by Lenders.‌17

Section 2.19Presumptions by Administrative Agent.‌17

Section 2.20Additional Payments.‌18

Article IIIINTEREST AND GENERAL LOAN PROVISIONS‌18

Section 3.01Interest.‌18

Section 3.02[Reserved].‌19

Section 3.03Prepayments.‌20

Section 3.04Rate Unascertainable; Increased Costs; Illegality.‌21

Section 3.05Benchmark Replacement Setting.‌22

Section 3.06Increased Costs.‌24

Section 3.07Taxes.‌25

Section 3.08Indemnity.‌29

Section 3.09Survival.‌29

Section 3.10Security.‌30

Article IVCONDITIONS OF LENDING‌30

i

Section 4.01Initial Conditions.‌30

Section 4.02Subsequent Conditions.‌31

Article VREPRESENTATIONS AND WARRANTIES‌32

Section 5.01Organization, Subsidiaries and Authority.‌32

Section 5.02Consent.‌33

Section 5.03Litigation.‌33

Section 5.04Financial Statements and Solvency.‌33

Section 5.05Ownership and Management.‌34

Section 5.06Adverse Occurrences.‌34

Section 5.07Indebtedness.‌34

Section 5.08Information.‌34

Section 5.09Assets, Liens and Insurance.‌34

Section 5.10Contractual Obligations.‌35

Section 5.11Taxes.‌35

Section 5.12Margin Stock; Investment Company.‌35

Section 5.13Intellectual Property Rights.‌36

Section 5.14Environmental Laws.‌36

Section 5.15Collateral Documents.‌37

Section 5.16Bankruptcy; Insolvency.‌37

Section 5.17Compliance with Laws.‌37

Section 5.18Locations.‌37

Section 5.19ERISA Plans.‌38

Section 5.20Eligible Accounts.‌38

Section 5.21Eligible Inventory.‌38

Section 5.22Eligible Cigarette Inventory.‌38

Section 5.23Business Operations.‌39

Section 5.24Labor Relations.‌39

Section 5.25Contemporaneous Exchange.‌39

Section 5.26Disclosure.‌39

Section 5.27Anti-Terrorism Laws.‌39

Section 5.28Updates to Schedules.‌40

Section 5.29Certificate of Beneficial Ownership.‌40

Section 5.30[Reserved].‌40

Article VIAFFIRMATIVE COVENANTS‌40

Section 6.01Use of Proceeds.‌40

Section 6.02Financial Information and Compliance Certificates.‌40

Section 6.03Books and Records; Visitation; Collateral Examinations and Monitoring Fee.‌42

Section 6.04Compliance with Laws.‌43

Section 6.05Notices.‌43

Section 6.06Insurance.‌45

Section 6.07Taxes.‌46

Section 6.08ERISA Compliance.‌46

Section 6.09Maintenance of Properties.‌46

ii

Section 6.10Maintenance of Existence.‌46

Section 6.11Environmental Matters.‌47

Section 6.12Reimbursable Costs and Expenses.‌48

Section 6.13Cash Management System; Borrower's Account.‌48

Section 6.14Payment of Liabilities.‌49

Section 6.15True Disclosures.‌49

Section 6.16Security Interests.‌50

Section 6.17Further Assurances.‌51

Section 6.18Keepwell.‌51

Section 6.19Anti-Terrorism Laws; International Trade Compliance.‌52

Section 6.20Certificates of Beneficial Ownership; Other Additional Information.‌52

Section 6.21AMCON Transactions.‌52

Article VIINEGATIVE COVENANTS‌53

Section 7.01Financial Covenants.‌53

Section 7.02Fundamental Changes.‌53

Section 7.03Restricted Payments.‌54

Section 7.04Indebtedness.‌54

Section 7.05Liquidations, Mergers, Consolidations.‌54

Section 7.06Investments, Acquisitions, Loans and Advances.‌55

Section 7.07Liens.‌55

Section 7.08Affiliated Transactions.‌57

Section 7.09Business and Accounting Changes.‌57

Section 7.10Documents.‌57

Section 7.11Hazardous Materials.‌57

Section 7.12Disposition of Assets.‌57

Section 7.13Guarantees.‌58

Section 7.14Rentals.‌58

Section 7.15ERISA Compliance.‌58

Section 7.16Changes in Organization Documents or JV Documents.‌58

Section 7.17Subsidiaries, Partnerships and Joint Ventures.‌58

Section 7.18Negative Pledge.‌59

Article VIIIEVENTS OF DEFAULT‌59

Section 8.01Failure to Make Payments.‌59

Section 8.02Representations and Warranties.‌59

Section 8.03Covenants and Agreements.‌59

Section 8.04Defaults on Other Obligations.‌60

Section 8.05Insolvency and Other Related Events.‌60

Section 8.06Final Judgments.‌60

Section 8.07Execution on Properties.‌60

Section 8.08ERISA Events.‌61

Section 8.09Suspension of Operations.‌61

Section 8.10The Collateral.‌61

Section 8.11Termination of Loan Documents.‌61

Section 8.12Criminal Activities.‌61

iii

Section 8.13Change of Control.‌61

Section 8.14Anti-Terrorism Laws.‌62

Section 8.15Default on Other Indebtedness.‌62

Section 8.16Cure.‌62

Article IXREMEDIES‌63

Section 9.01Rights of the Administrative Agent and the Lenders Upon Default.‌63

Section 9.02Cumulative Remedies.‌64

Section 9.03Waiver of Right to Marshal.‌65

Section 9.04Application of Proceeds.‌65

Article XADMINISTRATIVE AGENT‌66

Section 10.01Appointment and Authority.‌66

Section 10.02Rights as a Lender.‌66

Section 10.03Exculpatory Provisions.‌66

Section 10.04Reliance by Administrative Agent.‌67

Section 10.05Delegation of Duties.‌68

Section 10.06Resignation of Administrative Agent.‌68

Section 10.07Non-Reliance on Administrative Agent and Other Lenders.‌69

Section 10.08Authorization to Release Collateral and Guarantors.‌69

Section 10.09No Reliance on Administrative Agent's Customer Identification Program.‌70

Section 10.10National Flood Insurance Reform Act of 1994.‌70

Section 10.11Erroneous Payments.‌70

Article XIMISCELLANEOUS‌72

Section 11.01Automatic Debits of Fees.‌72

Section 11.02Rights in Property held by the Administrative Agent.‌73

Section 11.03Collateral.‌73

Section 11.04No Third Party Rights.‌73

Section 11.05Construction.‌73

Section 11.06Waiver.‌73

Section 11.07Indemnification by the Loan Parties.‌73

Section 11.08Marshaling; Payments Set Aside.‌75

Section 11.09Waiver of Jury Trial.‌75

Section 11.10Consent to Jurisdiction.‌75

Section 11.11Survival.‌76

Section 11.12Disclosure of Information.‌76

Section 11.13Notices.‌76

Section 11.14Limitation of Liability.‌77

Section 11.15Sale and Participation.‌77

Section 11.16Applicable Law.‌79

Section 11.17Binding Effect and Assignment.‌79

Section 11.18Counterparts.‌79

Section 11.19Headings.‌79

Section 11.20Severability.‌80

iv

Section 11.21Entire Agreement.‌80

Section 11.22Sealed Document.‌80

Section 11.23Modifications, Amendments or Waivers.‌80

Section 11.24Reimbursement by Lenders.‌81

Section 11.25Assignments by Lenders.‌82

Section 11.26Register.‌83

Section 11.27Payments.‌83

Section 11.28Holidays.‌83

Section 11.29USA Patriot Act Notice.‌84

Section 11.30No Advisory or Fiduciary Responsibility.‌84

Section 11.31Acknowledgement and Consent to Bail-In of Affected Financial Institutions.‌85

Section 11.32Certain ERISA Matters.‌85

v

SCHEDULES AND EXHIBITS

EXHIBITS

Exhibit ANotice of Borrowing

Exhibit BBorrowing Base Certificate

Exhibit C[Reserved]

Exhibit DMonthly Collateral Recap

Exhibit EAccounts Receivable Reconciliation

Exhibit FApplicable Margins

Exhibit GCompliance Certificate

Exhibit HForm of Assignment and Assumption Agreement

Exhibit IForm of Collateral Assignment of Contracts

Exhibit J[Reserved]

Exhibit KForm of Indemnity Agreement

Exhibit LForm of East Cove Property (68 and 100) Deed of Trust

Exhibit MForm of Patent, Trademark and Copyright Security Agreement

Exhibit NForm of Revolving Credit Note

Exhibit OForm of Security Agreement

Exhibit P(1) U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit P(2) U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit P(3) U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit P(4) U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit QForm of East Cove Property (70) Deed of Trust

Exhibit R Officer's Certificate (Annual Financial Statement)

SCHEDULES

ScheduleOneDefinitions

ScheduleTwoConditions Precedent

Schedule ThreeCommitments of Lenders

Schedule5.01Organization, Subsidiaries and Authority

Schedule5.03Litigation

Schedule5.05Ownership

Schedule5.09Assets and Insurance

Schedule5.13Intellectual Property Rights

Schedule5.14Environmental Matters

Schedule5.15Filing Offices

Schedule5.18Locations

Schedule5.19ERISA Plans

Schedule5.20Eligible Accounts

Schedule6.01Use of Proceeds

vi

Schedule7.04Permitted Indebtedness

Schedule7.06Investments

Schedule7.07Permitted Liens

Schedule7.08Affiliate Transactions

Schedule7.13Guarantees

Schedule7.14Rentals

Schedule11.13Notices

vii

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this "Agreement"), made effective as of the 27^th day of March, 2020, is by and among TEAM SLEDD, LLC, a Delaware limited liability company (the "Borrower"), the GUARANTORS (as hereinafter defined) from time to time party hereto, the LENDERS (as hereinafter defined) from time to time party hereto, and FIRST NATIONAL BANK OF PENNSYLVANIA, as administrative agent for the Lenders under this Agreement (in such capacity, the "Administrative Agent").

WITNESSETH:

WHEREAS, the Borrower has requested the Lenders make available to it a revolving credit facility, and the Lenders are willing to make such credit facilities available to the Borrower upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

Article IDEFINITIONS AND INTERPRETATIONS

Section 1.01Defined Terms and Interpretations.In addition to other words and terms defined elsewhere in this Agreement (including the preamble), when used in this Agreement and in the exhibits and schedules to this Agreement, the capitalized words and terms set forth in Schedule One attached hereto and incorporated herein by reference thereto shall have the meanings set forth in Part I of Schedule One unless otherwise defined herein or the context otherwise clearly requires. In addition, the provisions of Part II of Schedule One shall, unless otherwise specified in this Agreement, apply to the interpretation of the words and terms used herein.

Section 1.02Accounting Matters; Changes in GAAP.(a) For purposes of this Agreement and each of the other Loan Documents, all accounting and financial terms used herein or therein shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP.

(b)In the event that any accounting changes relating to GAAP or other accounting principles and policies occur after the Closing Date and such changes result in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Loan Parties, the Lenders and the Administrative Agent agree to enter into good-faith negotiations in order to amend such provisions of this Agreement to compensate for the effect of such changes so that the restrictions, limitations and performance standards effectively imposed by such covenants, as so amended, are substantially identical to the restrictions, limitations and performance standards imposed by such covenants as in effect on the Closing Date, subject to the approval of the Required Lenders, provided, if the parties are unable to agree on an amendment within a reasonable period of time, then calculation of compliance by the Loan Parties with the covenants contained in this Agreement shall be determined in accordance with GAAP as in effect immediately prior to such change.

1

Section 1.03Conflict in Loan Documents.If there is any conflict between this Agreement and any other Loan Document, this Agreement and such other Loan Document shall be interpreted and construed, if possible, so as to avoid or minimize such conflict but, to the extent (and only to the extent) of such conflict, this Agreement shall prevail and control.

Section 1.04Legal Representation of Parties.This Agreement and the other Loan Documents were negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof.

Section 1.05Benchmark Replacement Notification.Section 3.05 of this Agreement provides a mechanism for determining an alternative rate of interest in the event that Term SOFR is no longer available or in certain other circumstances. The Administrative Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to Term SOFR or with respect to any alternative or successor rate thereto, or replacement rate therefor.

Article IITHE CREDIT FACILITIES.

Section 2.01Revolving Credit Loans.Subject to the conditions and on the terms set forth in this Agreement, and in reliance upon the representations and warranties of the Loan Parties contained in Article V, each Lender severally agrees to make revolving credit loans to the Borrower (each of such loans being a "Revolving Credit Loan" and collectively being the "Revolving Credit Loans") from time to time on any Business Day during the period from the Closing Date up to the Expiration Date, provided, however, (a) the Total Credit Availability shall not at any time be less than zero, (b) Revolving Credit Availability shall not at any time be less than zero, and (c) Cigarette Buy-In Availability shall not at any time be less than zero.  If the Total Credit Availability shall at any time be less than zero, then the Borrower shall immediately repay to the Administrative Agent for the account of the Lenders’ Revolving Credit Loans in an amount as may be necessary to ensure that Total Credit Availability is greater than or equal to zero. Subject to the foregoing limitations and the other terms and provisions of this Agreement, the Borrower may, from time to time, borrow, repay and reborrow Revolving Credit Loans.  Notwithstanding anything to the contrary contained herein, during a Cigarette Buy-In Election Period, Revolving Credit Loans shall first be deemed to be allocated as Cigarette Buy-In Loans in an amount equal to the lesser of (x) total Revolving Credit Loans outstanding, (y) the Cigarette Buy-In Credit Commitment and (z) the Cigarette Buy-In Borrowing Base.

Section 2.02The Revolving Credit Note.The Revolving Credit Loans shall be evidenced by the Revolving Credit Note, appropriately completed, dated the Closing Date and signed by the Borrower. Interest shall accrue on the outstanding principal balance of the Revolving Credit Loans at the rates and on the terms specified in Article III.

Section 2.03Repayment of the Revolving Credit Loans; Nature of Lenders' Obligations with respect to Revolving Credit Loans.(a) Commencing on the Closing Date, interest accrued on the Revolving Credit Loans shall be due and payable in monthly installments, as set forth in more detail herein. The aggregate outstanding principal amount of the

2

Revolving Credit Loans and all accrued and unpaid interest and other charges thereon shall be due and payable in full on the Expiration Date (if not sooner paid as provided for in the Loan Documents), without demand or notice of any kind whatsoever.  Borrower shall repay in full the outstanding principal amount of the Revolving Credit Loans together with all outstanding interest thereon and all fees and other amounts owing under any of the Loan Documents relating thereto on the Expiration Date or upon the earlier termination of the Commitments in connection with the terms of this Agreement.  No Lender shall have further obligation to make Revolving Credit Loans from and after the Expiration Date.  So long as no Event of Default has occurred and is continuing, the Administrative Agent will credit toward payment of the aggregate outstanding principal amount of the Revolving Credit Loans all Collections and Remittances received through the lockbox and cash management system established and maintained pursuant to the terms and conditions of the Security Agreement.  

(b)Each Lender shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.05 in accordance with its Ratable Share.  The aggregate of each Lender's Revolving Credit Loans outstanding hereunder to the Borrower at any time shall never exceed its Commitment minus its Ratable Share of the L/C Obligations.  The obligations of each Lender hereunder are several.  The failure of any Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Lender to perform its obligations hereunder.

(c)The Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by the Administrative Agent on the date received.  In consideration of Administrative Agent's agreement to conditionally credit Borrower's Account as of the Business Day on which the Administrative Agent receives those items of payment, Borrower agrees that, in computing the charges under this Agreement, all items of payment shall be deemed applied by the Administrative Agent on account of the Obligations on the Business Day after (i) the Business Day the Administrative Agent receives such payments via wire transfer or electronic depository check or (ii) in the case of payments received by the Administrative Agent in any other form, the Business Day such payment constitutes good funds in the Administrative Agent's account.  In addition, the Borrower shall at all times maintain a balance in the Borrower's Account equal to or in excess of the Float Reserve.  The Administrative Agent is not, however, required to credit Borrower's Account for the amount of any item of payment which is unsatisfactory to the Administrative Agent and the Administrative Agent may charge Borrower's Account for the amount of any item of payment which is returned to the Administrative Agent unpaid.  The blocked account maintained with the Administrative Agent (pursuant to Section 6.13) will be cleared by the Administrative Agent daily as to funds in excess of the Float Reserve, and such funds will be applied to the principal balance of and accrued interest on the Revolving Credit Loans, at the election of the Administrative Agent.

Section 2.04Voluntary Reduction of the Revolving Credit Commitment.The Borrower may from time to time upon not less than five (5) Business Days prior written notice to the Administrative Agent, permanently reduce the Revolving Credit Commitment (ratably among the Lenders in proportion to their Ratable Shares) provided that (i) any such reductions shall be in a minimum amount of One Million Dollars ($1,000,000.00) and integral multiples of Five Hundred Thousand Dollars ($500,000.00) in excess of such amount, and