**NOW, THEREFORE,**in consideration of the foregoing recitals, the mutual covenants andagreements set forth herein and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties hereto hereby agree as follows:1. Amendment of the Agreement.     (i) The definition of the term “Fixed Charges” set forth in Section 1.1 of theAgreement is hereby amended and restated in its entirety to read as follows:  “**Fixed Charges**” shall mean for any period, without duplication,scheduled payments of principal during the applicable period withrespect to all indebtedness of AMCON, for borrowed money (including,but not limited to, the $500,000 Promissory Note payable by AMCON toHarps Food Stores, Inc. (the “Harp Note”)), plus scheduled paymentsof principal during the applicable period with respect to allcapitalized lease obligations of AMCON, plus scheduled payments ofinterest with respect to all indebtedness of AMCON and the HarpNote, for borrowed money including capital lease obligations, plusunfinanced Capital Expenditures of AMCON, during the applicableperiod, plus payments during the applicable period in respect ofincome or franchise taxes of AMCON, plus any dividends ordistributions made by AMCON, plus any payments made by any Borrowerin connection with certain contingent earn-out payments in favor ofHarps Food Stores, Inc. or any affiliate thereof.          (ii) Subsection 13(b) of the Agreement is amended and restated in full, to readas follows:     (b) **Indebtedness**.   No Borrower shall create, incur, assume or become obligated(directly or indirectly), for any loans or other indebtedness forborrowed money other than the Loans, except that a Borrower may(i) borrow money from a Person other than Agent and Lenders on anunsecured and subordinated basis if a subordination agreement infavor of Agent for its benefit and the benefit of the other Lendersand in form and substance satisfactory to the Agent is executed anddelivered to Agent relative thereto; (ii) maintain its presentindebtedness listed on Schedule 11(n) hereto; (iii) incurunsecured indebtedness to trade creditors in the ordinary course ofbusiness; (iv) incur purchase money indebtedness or capitalizedlease obligations in connection with Capital Expenditures permittedpursuant to subsection 14(c) hereof; (v) in the case ofAMCON, maintain its existing loans to Trinity described in and inaccordance with subsection 13(f) hereof, (vi) together witheach other Borrower, incur operating lease obligations requiring payments not to exceed Six Million and No/100 Dollars($6,000,000.00)
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  in the aggregate for all Borrowers during any FiscalYear of Borrowers; and (vii) incur Rate Hedging Obligations(provided, however, that the aggregate outstandingRate Hedging Obligations owing by all Borrowers shall not at anytime exceed Twenty Million and No/100 Dollars ($20,000,000.00)) and(viii) incur indebtedness in an amount not to exceed $500,000payable to Harps Food Stores, Inc. (“Harp”) pursuant to a promissorynote in form and substance acceptable to the Bank amortized on astraight-line basis over two years bearing interest at 5% per annumsubject to quarterly principal and interest payments; provided,however, that no payments of principal or interest may be made toHarp under such indebtedness in the event (a) any Default or Eventof Default has occurred or would be caused by the making of suchpayment after giving effect thereto and (b) the Borrowers do nothave Average Excess Availability greater than or equal to FiveMillion Dollars ($5,000,000) for the thirty day period immediatelyprior to such payment and after giving effect to such payment.     2. Limited Waiver and Consent. Notwithstanding the provisions ofSection 13(d) of the Agreement, Agent and the Lenders hereby consent to (i) the purchase ofthe convenience distribution assets (the “**Purchase**”) of Harp’s Food Stores, Inc. (“**Harp**”) inaccordance with the terms of that certain Asset Purchase Agreement dated as of October 21, 2009between Amcon and Harp (the “**Purchase Agreement**”), (ii) the incurrence of debt in the amount$500,000 payable by Amcon to Harp subject to the requirements of Section 13(b) of the Agreement and(iii) the payment of certain contingent payments to be made by Amcon to Harp in accordance with theterms of the Purchase Agreement (the “Harp Contingent Payment”) subject to the followingconditions: (a) the amount of such contingent payments paid to Harp by the Borrowers may notexceed One Million Forty Thousand Dollars ($1,040,000) in the aggregate at any time, (b) no Eventof Default has occurred or would be caused by the making of any such contingent payment aftergiving effect thereto (including, but not limited to, all financial covenants set forth inSection 14 of the Loan Agreement) and (c) the Borrowers have Average Excess Availability ofnot less than Five Million Dollars ($5,000,000) for the thirty day period immediately prior to thepayment of such contingent payment and after giving effect to the payment of such contingentpayment. The consent provided herein shall be limited to the matter set forth herein and shall notsuspend, waive or affect any other covenant, condition or definition contained in the LoanAgreement. Except as otherwise provided herein, all provisions, terms and conditions of the LoanAgreement remain in full force and effect. The consent is granted only for the specific instancespecified herein and in no manner creates a course of dealing or otherwise impairs the futureability of Lenders to declare an Event of Default under or otherwise enforce the terms of the LoanAgreement.     3. Consent to Advance under Confectionary and Tobacco Accordion. Subject tocompliance by the Borrowers with the conditions set forth in Section 2(a) of the LoanAgreement for an advance under the Confectionary and Tobacco Accordion, BofA hereby consents to anadvance not to exceed $5,000,000 under the Confectionary and TobaccoAccordion to be allocated to the Lenders on or before October 31, 2009 to be
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 utilized for certain candy andconfectionary inventory purchases from the Hershey Company and cigarette inventory fromCommonwealth Brands, Inc.     4. Conditions of Amendment This Amendment shall not become effective until each ofthe following conditions precedent has been satisfied:     (i) Agent shall have received this Amendment, duly executed by the parties hereto; and     (ii) Agent shall have received a fully executed copy of the Purchase Agreement.     5. Representations and Warranties The representations and warranties set forth inSection 11 of the Agreement shall be deemed remade as of the date hereof by each Borrower,except that any and all references to the Agreement in such representations and warranties shall bedeemed to include this Amendment. No Event of Default has occurred and is continuing and no eventhas occurred and is continuing which, with the lapse of time, the giving of notice, or both, wouldconstitute an Event of Default under the Agreement.     6. Costs and Expenses. Borrowers agree to pay on demand all costs and expenses of orincurred by Agent (including, but not limited to, legal fees and expenses) in connection with thenegotiation, preparation, execution and delivery of this Amendment.     7. Counterparts. This Amendment may be executed in two or more counterparts, each ofwhich shall be deemed an original, and all of which together shall constitute one and the sameinstrument. Delivery of an executed counterpart of this Amendment by facsimile or other electronicmeans shall be equally as effective as delivery of a manually executed counterpart of thisAmendment. Any party delivering an executed counterpart of this Amendment by facsimile or otherelectronic means also shall deliver a manually executed counterpart of this Amendment but thefailure to deliver a manually executed counterpart shall not affect the validity, enforceability,and binding effect of this Amendment.     8. Reaffirmation. Except as expressly amended hereby, the Agreement and the OtherAgreements are hereby ratified and confirmed by the parties hereto and remain in full force andeffect in accordance with the terms thereof. Each Borrower hereby reaffirms its grant of thesecurity interest in the Collateral.     9. Governing Law. This Amendment shall be governed by and construed under the laws ofthe State of Illinois, without regard to conflict of laws principles of such State.**[Signatures appear on following pages]**
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***(Signature Page to Thirteenth Amendment to***