CONSENT AND RELEASE

Exhibit 4.1.9

CONSENT AND RELEASE

THIS CONSENT AND RELEASE, dated as of December 21, 2009 (this “Release”), between MGP INGREDIENTS, INC., a Kansas corporation (the “Borrower”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Lender”) acting through its Xxxxx Fargo Business Credit operating division.

WITNESSETH:

WHEREAS, pursuant to that certain Credit and Security Agreement, dated as of July 21, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms defined therein and used herein having the meanings given to them in the Credit Agreement), between the Borrower and the Lender, the Lender has agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, pursuant to the Credit Agreement, the Borrower granted to the Lender a lien on and security interest in the Collateral of the Borrower, including without limitation all of the personal property assets of the Borrower set forth on Exhibit A attached hereto (the “Flour Equipment”) located in the Flour Mill at 0000 Xxxx Xxxxxx in Atchison, Kansas; and

WHEREAS, pursuant to that certain Asset Purchase Agreement dated as of approximately even date herewith, by and between Borrower and ConAgra Foods Food Ingredients Company, Inc., a Delaware corporation (“ConAgra”), ConAgra has agreed to purchase the Flour Equipment (the “Flour Equipment Sale”).

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter contained, it is hereby agreed as follows:

1. Consent to Sale and Release of Flour Equipment.  The Lender hereby consents to the Flour Equipment Sale subject to the following conditions, all of which shall survive the initial closing of the Flour Equipment Sale:

(a) The aggregate proceeds from the Flour Equipment Sale shall not be in an amount less than approximately $500,000 (the “Sale Proceeds”).

(b) All Sale Proceeds (other than amounts used to pay fees and costs due by Borrower associated with the Flour Equipment Sale) shall be wired concurrent with the closing of the Flour Equipment Sale to the following account of Borrower established at Lender:

Bank Name: Xxxxx Fargo Bank

Wire Routing Transit Number: 000000000

City, State: San Francisco, CA

Account Number: 4121928048

Title of Account: MGP Ingredients, Inc.

2. Release of Liens.  Upon satisfaction of the conditions set forth in Section 1 hereto, upon the closing of the Flour Equipment Sale, the Lender hereby releases and terminates any and all security interests and liens held by or for the benefit of the Lender (to the extent Lender had a security interest or lien) in the assets comprising the Flour Equipment.

3. Representations of the Borrower.  The Borrower hereby represents and warrants to the Lender that (a) upon execution of this Release and at the time of the Flour Equipment Sale, it is in compliance with the Credit Agreement and the other Loan Documents, and (b) before and after giving effect to the disposition of the Flour Equipment, no Default or Event of Default has occurred and is continuing as of the date hereof and as of the closing date of the Flour Equipment Sale.

4. Governing Law, Etc.  This Release shall be governed by, and construed in accordance with, the law of the State of Minnesota.  This Release may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement.  Delivery of an executed signature page of this Release by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

5. Third Party Beneficiaries.  This Release is not intended to confer any legal or equitable rights or remedies upon any party other than the parties hereto.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties hereto have executed this Release as of the date first written above.

XXXXX FARGO BANK,			MGP INGREDIENTS, INC.
NATIONAL ASSOCIATION			a Kansas corporation
By:	/s/ Xxxxx X. Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxx
Name:	Xxxxx X. Xxxxxxx		Name:	Xxxxxxx X. Xxxxxxx
Title:	Vice President		Title:	President

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EXHIBIT A

Flour Equipment to be Released

		MGP Mill Equipment Removal List
Location		Equipment		Manufacture
Elevator		Grain Probe		Apollo
Elevator		Various Motors
Elevator		Grain Cleaner		Garnet
Elevator		Misc Electrical Starters & Section
Mill		Hammermill 150 hp		Bliss
Mill		Hammertec elbows
Mill		MTMA Cleaner\asp (3)		Buhler
Mill		Destoner MTSB100		Buhler
Mill		Destoner XXXX 00		Buhler
Mill		Destoner MTSC 120/120		Buhler
Mill		Aspirator		Buhler
Mill		Hammermill 50 hp		Bliss
Mill		flowbalancer (1)		Buhler
Mill		Rollstand		Sangati
Mill		Misc rolls chills
Mill		Misc rolls mill parts		various
Mill		Misc stream splitter		Xxxx
Mill		Entoleters
Mill		Misc blowers		various
Mill		Misc Pulleys
Mill		Misc Magnets		various
Mill		Misc pneu slide gates		various
Mill		Misc Fans		various
Mill		misc Airlock\hoppers		various
Mill		Misc Spouting\valves\elbows
Mill		Flour bin dischargers
Mill		Pneumatic ab-mill (30) splitters		Xxxx
Mill		Fans pneu b-mill (3)		Xxxx
mill		Misc auto Valves		Salina
Mill		Sifter 6 section (2)		GW
Mill		Sifter 4 section (1)		GW
Mill		Rebolt 211		GW
Mill		Intensivesifter (6)		Buhler
Mill		Rebolt 431		GW
Mill		Duster (6)		Buhler
Mill		Rebolt 322/14		GW
Mill		Rebolt 321/8		GW
Mill		Extraction sifter		gw
Mill		Misc Lift shoes		Xxxx

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		MGP Mill Equipment Removal List
Location		Equipment		Manufacture
Mill		Vac system		Xxxxxxx
Mill		RJ filter conversion		Xxxx
Mill		blendvane feeders		Salina
Mill		Multi aspirator		Xxxx
Mill		Misc PLC Equipment		AB
Mill		Misc Spare parts		various
Mill		Misc Motors		various
Mill		Air dryer & tank
Mill		Fork Lift & charger
Mill		Boiler electric Xxxxx xxxxxxx
Mill		Electrical Starters & Section		Xxxxx Xxxxxxx
Mill		Vacuum		Xxxx
Mill		Freight elevator

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