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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/23/22 Amcon Distributing Co. 10-K 9/30/22 92:9.7M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.86M
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 43K
3: EX-10.13 Material Contract HTML 48K
4: EX-21.1 Subsidiaries List HTML 31K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
14: R1 Document and Entity Information HTML 92K
15: R2 Consolidated Balance Sheets HTML 135K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 38K
17: R4 Consolidated Statements of Operations HTML 102K
18: R5 Consolidated Statements of Operations HTML 27K
(Parenthetical)
19: R6 Consolidated Statements of Shareholders' Equity HTML 66K
20: R7 Consolidated Statements of Shareholders' Equity HTML 26K
(Parenthetical)
21: R8 Consolidated Statements of Cash Flows HTML 146K
22: R9 Summary of Significant Accounting Policies HTML 181K
23: R10 Acquisition HTML 62K
24: R11 Earnings Per Share HTML 52K
25: R12 Property and Equipment, Net HTML 49K
26: R13 Leases HTML 105K
27: R14 Goodwill and Other Intangible Assets HTML 61K
28: R15 Debt HTML 64K
29: R16 Income Taxes HTML 93K
30: R17 Supplemental Pro Forma Information HTML 49K
31: R18 Profit Sharing Plans HTML 31K
32: R19 Commitments and Contingencies HTML 40K
33: R20 Equity-Based Incentive Awards HTML 97K
34: R21 Business Segments HTML 139K
35: R22 Treasury Stock HTML 27K
36: R23 Subsequent Event HTML 27K
37: R24 Summary of Significant Accounting Policies HTML 240K
(Policies)
38: R25 Summary of Significant Accounting Policies HTML 154K
(Tables)
39: R26 Acquisition (Tables) HTML 60K
40: R27 Earnings Per Share (Tables) HTML 51K
41: R28 Property and Equipment, Net (Tables) HTML 47K
42: R29 Leases (Tables) HTML 109K
43: R30 Goodwill and Other Intangible Assets (Tables) HTML 63K
44: R31 Debt (Tables) HTML 58K
45: R32 Income Taxes (Tables) HTML 94K
46: R33 Supplemental Pro Forma Information (Tables) HTML 50K
47: R34 Commitments and Contingencies (Tables) HTML 36K
48: R35 Equity-Based Incentive Awards (Tables) HTML 96K
49: R36 Business Segments (Tables) HTML 135K
50: R37 Summary of Significant Accounting Policies HTML 67K
(Details)
51: R38 Summary of Significant Accounting Policies - HTML 59K
Property and Equipment to Accounting
Pronouncements (Details)
52: R39 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 73K
Balance Sheet (Details)
53: R40 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 86K
Statements of Operations (Details)
54: R41 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 55K
Statement of Cash Flows (Details)
55: R42 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 37K
Mandatorily Redeemable Non-Controlling Interest
(Details)
56: R43 ACQUISITION - Additional Information (Details) HTML 38K
57: R44 ACQUISITION - Acquisition-date Fair Value, HTML 66K
Recognized Assets and Liabilities and Goodwill
(Details)
58: R45 ACQUISITION - Other Intangible Asset Acquired HTML 35K
(Details)
59: R46 Earnings Per Share (Details) HTML 55K
60: R47 Property and Equipment, Net (Details) HTML 48K
61: R48 Leases (Details) HTML 37K
62: R49 Leases - Components of lease costs (Details) HTML 33K
63: R50 LEASES - Maturities of lease liabilities (Details) HTML 44K
64: R51 LEASES - Weighted-average remaining lease term and HTML 29K
weighted-average discount rate (Details)
65: R52 LEASES - Other information (Details) HTML 31K
66: R53 GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill HTML 32K
(Details)
67: R54 GOODWILL AND OTHER INTANGIBLE ASSETS - Other HTML 37K
Intangible Assets (Details)
68: R55 GOODWILL AND OTHER INTANGIBLE ASSETS - Additional HTML 36K
Information (Details)
69: R56 GOODWILL AND OTHER INTANGIBLE ASSETS - HTML 40K
Amortization Expense (Details)
70: R57 DEBT - Credit Facilities (Details) HTML 51K
71: R58 DEBT - Long-Term Debt (Details) HTML 52K
72: R59 DEBT - Long-Term Debt - Aggregate Minimum HTML 46K
Principal Maturities (Details)
73: R60 DEBT - Cross Default and Co-Terminus Provisions HTML 36K
and Other (Details)
74: R61 INCOME TAXES - Components of income Tax Expense HTML 47K
(Details)
75: R62 INCOME TAXES - Tax Expenses Reconciliation HTML 45K
(Details)
76: R63 INCOME TAXES - Deferred Tax Assets and Liabilities HTML 66K
(Details)
77: R64 Income Taxes (Details) HTML 26K
78: R65 SUPPLEMENTAL PRO FORMA INFORMATION - Equity method HTML 65K
investment (Details)
79: R66 SUPPLEMENTAL PRO FORMA INFORMATION - Acquisition HTML 33K
(Details)
80: R67 Profit Sharing Plans (Details) HTML 48K
81: R68 Commitments and Contingencies (Details) HTML 34K
82: R69 EQUITY-BASED INCENTIVE AWARDS - Omnibus Plans and HTML 79K
Stock Options (Details)
83: R70 EQUITY-BASED INCENTIVE AWARDS - Authorized and HTML 85K
Approved Restricted Stock Units/Restricted Stock
Awards (Details)
84: R71 EQUITY-BASED INCENTIVE AWARDS - Restricted Stock HTML 48K
Units/Restricted Stock Awards Activity (Details)
85: R72 Business Segments (Details) HTML 94K
86: R73 Treasury Stock (Details) HTML 31K
87: R74 Subsequent Event (Details) HTML 33K
90: XML IDEA XML File -- Filing Summary XML 164K
88: XML XBRL Instance -- dit-20220930x10k_htm XML 2.45M
89: EXCEL IDEA Workbook of Financial Reports XLSX 161K
10: EX-101.CAL XBRL Calculations -- dit-20220930_cal XML 236K
11: EX-101.DEF XBRL Definitions -- dit-20220930_def XML 548K
12: EX-101.LAB XBRL Labels -- dit-20220930_lab XML 1.44M
13: EX-101.PRE XBRL Presentations -- dit-20220930_pre XML 1.03M
9: EX-101.SCH XBRL Schema -- dit-20220930 XSD 178K
91: JSON XBRL Instance as JSON Data -- MetaLinks 441± 682K
92: ZIP XBRL Zipped Folder -- 0001558370-22-018185-xbrl Zip 395K
Exhibit 10.13
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of October 3, 2022, to be effective September 30, 2022, 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 and as further amended by that Second Amendment to Credit Agreement dated as of October 4, 2021 (as may be further amended, restated, amended and restated, modified or supplemented, the "Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders (i) revise various of the Borrower’s reporting requirements, and (ii) make certain other 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
"Third Amendment Effective Date" shall mean September 30, 2022.
""Annual Permitted Distributions" shall mean distributions to the members of the Borrower (other than Redemption Payments and Allowable Tax Distributions) so long as: (A) the annual financial statements for Borrower have been furnished to the Administrative Agent pursuant to Section 6.02(a)(ii) and are
in form and substance satisfactory to the Administrative Agent, and (B) no Potential Default or Event of Default has occurred and is continuing, or would result after giving effect to the payment thereof."
""EBITDA Projections" shall mean the annual pro-forma EBITDA projections of the Borrower for each Fiscal Year delivered to the Administrative Agent by the Borrower pursuant to the provisions of Section 6.02(a)(iii)."
"Independent Accountant"
"(i) As soon as practicable, but in any event not later than (A) ninety (90) days after the end of each fiscal year of AMCON, the Loan Parties shall cause AMCON to provide a copy of its annual audited financial statements and (B) forty-five (45) days after the end of each fiscal quarter of AMCON, the Loan Parties shall cause AMCON to provide a copy of its quarterly financial statements/report;"
"(ii) as soon as practicable, but in no event later than (A) thirty (30) days after the end of each of calendar month other than the month of September and (B) sixty (60) days after the end of each September, an unaudited consolidated balance sheet of the Loan Parties and their consolidated Subsidiaries as of the end of such calendar month and the related consolidated statements of income, shareholders' equity and cash flows for such month and for the period from the beginning of the then current Fiscal Year and ending on the last day of such month; provided, however that the Borrower shall only be required to provide shareholders’ equity and cash flows for each month during which the Fixed Charge Coverage Ratio is required to be calculated pursuant to Section 7.1(b);"
"(iv) As soon as practicable and in any event within ten (10) days of delivery to a Loan Party, a copy of (A) any management letter prepared by the independent accountant(s) of AMCON related to the Borrower’s internal controls, and (B) any letter issued by any management consultants of the Borrower with respect to recommendations relating to the Loan Parties' financial or accounting systems or controls;"
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"(viii) (A) concurrently with the delivery of the financial statements furnished to the Administrative Agent and the Lenders pursuant to 6.02(a)(ii) for the month of September only, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate in the form of Exhibit R dated the date thereof, signed by a Responsible Officer of the Borrower and AMCON; and (B) concurrently with the delivery of the financial statements furnished to the Administrative Agent and the Lenders pursuant to 6.02(a)(ii) for each month other than the month of September, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate (a "Compliance Certificate") in the form of Exhibit G dated the date thereof, signed by a Responsible Officer of the Borrower;"
"Each Loan Party shall permit representatives and independent contractors of the Administrative Agent or any Lender to visit and inspect any of its properties, to examine and audit its financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, employees and agents, and in furtherance thereof, each Loan Party hereby authorizes all of such Persons to discuss the same with representatives and independent contractors of the Administrative Agent or Lender at such times and as often as the Administrative Agent or Lender may reasonably request, all at the expense of the Borrower."
"Section 6.02(a)"
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[SIGNATURE PAGES FOLLOW]
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[SIGNATURE PAGE TO THIRD 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 Third Amendment Effective Date with the intention that this Amendment shall constitute a sealed instrument.
BORROWER:
TEAM SLEDD, LLC
By: /s/ S.
Randy Emanuelson (SEAL)
Name: S. Randall Emanuelson
Title:Vice President
[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]
ADMINISTRATIVE AGENT AND LENDER:
FIRST NATIONAL BANK OF PENNSYLVANIA,
as Administrative Agent and as a Lender
By: /s/ Anthony J. Leone
Name:Anthony
J. Leone
Title: Senior Vice President
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/23/22 | 8-K | ||
| 10/3/22 | ||||
| For Period end: | 9/30/22 | |||
| 5/2/22 | 8-K | |||
| 10/4/21 | ||||
| 4/9/21 | ||||
| 3/27/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/08/23 Amcon Distributing Co. 10-K 9/30/23 94:9.3M Toppan Merrill Bridge/FA |