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 a
