EXHIBIT 10.15
ISDA MASTER AGREEMENT
LaSalle Bank N.A.
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LaSalle Banks
CONFIRMATION
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Date: May 9, 2003
To: AMCON DISTRIBUTING COMPANY
7405 Irvington Road
Omaha, NE 68122
ATTN: Mr. Mike James, CFO
Phone: 402-331-3727
Fax: 402-331-4834
From: LASALLE BANK NATIONAL ASSOCIATION
208 South LaSalle Street, 2nd Floor
Chicago, IL 60604
Fax: 312-855-5847/5852
Re: Swap Transaction (No. INF 17294/23508)
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Ladies/Gentlemen:
The purpose of this letter agreement is to set forth the terms and conditions
of the Swap Transaction entered into between us on the Trade Date specified
below (the "Swap Transaction"). This letter agreement constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.
("ISDA"), without regard to subsequent amendments or revisions thereto, are
incorporated into this Confirmation. In the event of any inconsistency
between those and provisions of this Confirmation, this Confirmation will
govern. Each party represents and warrants to the other that (i) it is duly
authorized to enter into this Swap Transaction and to perform its obligations
hereunder and (ii) the person executing this Confirmation is duly authorized
to execute and deliver it.
1. This Confirmation supplements, forms a part of, and is subject to, the
ISDA Master Agreement in the form published by ISDA ( the "Agreement") as if
you and we had executed that agreement (but without any Schedule thereto) and
the Agreement shall be governed by and construed in accordance with the laws
of the State of New York without reference to choice of law doctrine. In
addition, you and we agree to use our best efforts to promptly negotiate,
execute, and deliver an ISDA Mater Agreement (as published by ISDA). Upon
execution and delivery by you and us of that agreement (1) this letter
agreement shall constitute a "Confirmation" as referred to in that agreement
and shall supplement, form part of, and be subject to that agreement and (ii)
all provisions contained or incorporated by reference in that agreement shall
govern this Confirmation as expressly modified below.
2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
Notional Amount: USD 5,000,000
Trade Amount: May 9 2003
Effective Date: June 2, 2003
Termination Date: June 2, 2005
Fixed Amounts:
Fixed Rate Payer: AMCON DISTRIBUTING COMPANY
Fixed Rate: 1.88%
Fixed Rate
Payer Payment Dates: The 23rd day of each month, commencing
on June 23, 2003 to and including the
Termination Date, subject to adjustment
in accordance with the Modified
Following Business Day Convention.
Fixed Rate
Day Count Fraction: Actual/360
Floating Amounts:
Floating Rate Payer: LASALLE BANK NATIONAL ASSOCIATION
Floating Rate
Payer Payment Dates: The 23rd day of each month, commencing
on June, 2003 to and including the
Termination Date, subject to adjustment
in accordance with the Modified
Following Business Day Convention.
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 month
Initial Floating Rate: To be determined
Spread: none
Floating Rate
Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period
Method of Averaging: Inapplicable
Compounding: Inapplicable
Business Days: London and New York
Calculation Agent: LASALLE BANK NATIONAL ASSOCIATION
3. Offices:
(a) The Office of the Fixed Rate Payer for this Swap Transaction is Omaha.
(b) The Office of the Floating Rate Payer for this Swap Transaction is
Chicago.
4. Account Details
Payments to LASALLE BANK NATIONAL ASSOCIATION:
LaSalle Bank National Association will debit your DDA# 5800239294
Payments to AMCON DISTRIBUTING COMPANY:
LaSalle Bank National Association will credit you DDA# 5800239294
5. Other Provisions:
Assignment: This Swap Transaction may be assigned only with prior
written consent
Netting: The parties hereto hereby agree that subparagraph (ii)
of Part 2(c) of the Agreement shall not apply to any
Swap Transaction
Please confirm that the foregoing correctly sets forth the terms and
conditions of our agreement by responding within ten (10) Business Days by
either, (i), returning via telecopier an executed copy of this Confirmation
to the attention of Tina Peters (fax number: (312) 855-5823, or sending a
telex to Tina Peters (telex no. 62734, answerback: ABN UW) substantially to
the following effect: "We acknowledge receipt of your fax dated December
22,2000 with respect to a Swap Transaction between AMCON DISTRIBUTING COMPANY
and LASALLE BANK NATIONAL ASSOCIATION with an Effective Date of May 23, 2003
and a Termination Date of May 23, 2006 and confirm that such fax correctly
sets forth the terms of our agreement relating to the Swap Transaction
described therein. Very truly yours ---------------------------, by (specify
name and title of authorized officer)." Failure to respond within such
period shall not affect the validity or enforceability of the Swap
Transaction, and shall be deemed to be an affirmation of the terms and
conditions contained herein, absent manifest error.
Yours Sincerely,
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Lily Levin By: /s/ Paul A. Ulmer
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Name: Lily Levin Name: Paul A. Ulmer
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Title: Assistant Vice President Title: Vice President
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Confirmed as of the date first written:
AMCON DISTRIBUTING COMPANY
By: /s/ Michael D. James
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Name: Michael D. James
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Title: Vice President & CFO
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