EXHIBIT 10.23
AMENDMENT TO GUARANTY FEE, REIMBURSEMENT AND
INDEMNIFICATION AGREEMENT
THIS AMENDMENT TO GUARANTY FEE, REIMBURSEMENT AND INDEMNIFICATION
AGREEMENT (this "Amendment") is entered into as of July 31, 2007, by
and between AMCON DISTRIBUTING COMPANY, a Delaware corporation
("AMCON") and XXXXXXX X. XXXXXX, an individual (the "Guarantor") with
reference to the following facts:
RECITALS
A. AMCON and the Guarantor have entered into a Guaranty Fee,
Reimbursement And Indemnification Agreement dated September 30, 2004
(the "Agreement") which provides for a guaranty by the Guarantor to
AMCON in exchange for a fee and the pledge of the Pledged Shares (as
defined in the Agreement) to secure said guaranty.
B. Section 8 of the Agreement provides that the Agreement may be
amended by a writing signed by AMCON and the Guarantor.
AGREEMENT
THE PARTIES AGREE AS FOLLOWS:
1. All capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed thereto in the Agreement.
2. The Agreement shall be amended and restated as follows:
2.1 The following shall be added as the second paragraph under the
"RECITALS" heading in the Agreement:
WHEREAS, AMCON is also in need of a guaranty of specific financial
accommodations to be provided to AMCON by Television Events &
Marketing, Inc. ("TEAM") under a Settlement Agreement and Mutual
General Release ("Settlement Agreement") dated July 31, 2007, and TEAM
has requested that the Guarantor provide said guaranty;
2.2 Section 1 of the Agreement shall be amended in its entirety by
substituting the following therefor:
1. Agreement to Guaranty. Guarantor shall execute (1) a guaranty
form provided by the Agent 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, and
(2) the Settlement Agreement pursuant to which Guarantor will
guarantee up to $687,500.00 of the obligations, liabilities and
indebtedness of AMCON to TEAM incurred pursuant to the Settlement
Agreement (collectively, the "Guaranty").
3. Except as specifically set forth herein, the terms of the
Agreement, and any exhibits and schedules thereto, shall remain
unmodified and in full force and effect.
4. This Amendment shall be governed by and construed according to the
laws of the State of Nebraska. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Agreement as of the date first above written.
AMCON:
AMCON DISTRIBUTING COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President and Chief Financial Officer
GUARANTOR:
/s/ Xxxxxxx X. Xxxxxx
