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EXHIBIT 10.17
GUARANTY FEE, REIMBURSEMENT AND INDEMNIFICATION AGREEMENT
THIS GUARANTY FEE, REIMBURSEMENT AND INDEMNIFICATION AGREEMENT
(the
"Agreement") is entered into as of the 30th day of September,
2004, between
AMCON DISTRIBUTING COMPANY, a Delaware corporation ("AMCON"),
and WILLIAM F.
WRIGHT, an individual (the "Guarantor").
RECITALS
WHEREAS, AMCON is in need of a guaranty of specific financial
accommodations
to be provided to AMCON by certain lenders under an Amended and
Restated Loan
and Security Agreement dated as of September 30, 2004 among
AMCON and certain
affiliates of AMCON (collectively, the "Borrowers"), LaSalle
Bank National
Association, as agent for itself and other lenders from time to
time party
thereto (the "Agent"), and the lenders from time to time party
thereto (the
"Lenders") (as amended from time to time, the "Loan Agreement"),
and has
requested that the Guarantor provide said guaranty;
WHEREAS, Guarantor is willing to provide said guaranty in
exchange for a fee
and the pledge of the Pledged Shares (as defined in Section 4)
to secure said
guaranty.
NOW, THEREFORE, in consideration of the foregoing and the
covenants and
agreements set forth below, the parties agree as follows:
1. Agreement to Guaranty. Guarantor shall execute a guaranty
form
provided by the Agent (the "Guaranty") pursuant to which
Guarantor will
guarantee up to $10,000,000.00 of the obligations, liabilities
and
indebtedness of Borrowers to Lenders incurred pursuant to the
Loan Agreement.
2. Guaranty Fee. So long as the Guaranty is outstanding, AMCON
will
pay and Guarantor will be entitled to receive a guaranty fee for
providing
such Guaranty, which fee shall be equal to two percent (2%) per
annum of the
then maximum amount of the Guaranty as determined in accordance
with the
terms of the Guaranty, payable in advance on or before the tenth
(10th) day
of the first month of each calendar quarter.
3. Reimbursement and Indemnification Obligation. Should
Guarantor be
required to pay any funds to Agent or Lenders pursuant to the
Guaranty, AMCON
agrees to reimburse and indemnify Guarantor for any such amounts
paid, plus
costs and a
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