REAFFIRMATION OF LOAN DOCUMENTS AND AMENDMENT NO. 2 TO GUARANTY AND SECURITY AGREEMENT March 21, 2016
March 21, 2016
Reference is made to the Third Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the "Credit Agreement"), by and among the lenders identified on the signature pages thereto (each of such lenders, together with their respective successors and permitted assigns, a "Lender" and, collectively, the "Lenders"), Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), MGP Ingredients, Inc., a Kansas corporation ("Parent"), MGPI Processing, Inc., a Kansas corporation ("MGPI Processing"), MGPI Pipeline, Inc., a Kansas corporation ("MGPI Pipeline"), and MGPI of Indiana, LLC, a Delaware limited liability company ("MGPI Indiana"; and together with MGPI Processing and MGPI Pipeline, "Borrowers"). All capitalized terms used but not defined in this document (including on Schedule I attached hereto) shall have the meaning ascribed to such terms in the Credit Agreement.
1.Reaffirmation. To induce the Lenders and Agent to enter into the Credit Agreement, each of the undersigned hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party (including, without limitation, the Loan Documents identified on Schedule I attached hereto), including, without limitation, any grant, pledge or assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (collectively, the "Reaffirmed Documents").
2. Amendments to Guaranty and Security Agreement. The Guaranty and Security Agreement is hereby amended as follows:
(a) The definition of "Triggering Event" set forth in Section 1(a) of the Guaranty and Security Agreement is hereby amended and restated in its entirety as follows:
"Triggering Event" means, as of any date of determination, that (A) an Event of Default has occurred as of such date, or (B) Excess Availability is less than 12.5% of the Total Facility Amount as of such date.
(b) The schedules to the Guaranty and Security Agreement are hereby amended and restated in their entirety as set forth on the schedules attached behind Schedule II hereto.
3. Representations and Warranties. To induce Agent and Lenders to enter into the Credit Agreement, each of the undersigned represents and warrants to Agent and Lenders that the execution, delivery and performance of this Reaffirmation of Loan Documents (this "Reaffirmation") has been duly authorized by all requisite limited liability company action on
7543873v4 3/21/2016 9:52 AM 1989.330
the part of each of the undersigned, this Reaffirmation has been duly executed and delivered by each of the undersigned and this Reaffirmation constitutes a legal, valid and binding agreement of each of the undersigned, enforceable against each of the undersigned in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general equitable principles.
4. References. Each of the undersigned agrees that the Reaffirmed Documents to which it is a party shall remain in full force and effect following the execution and delivery of the Credit Agreement and that all references in any of the Reaffirmed Documents to the "Credit Agreement" shall be deemed to refer to the Amended and Restated Credit Agreement.
5. Scope. Except as set forth in the immediately preceding paragraph, and except as otherwise expressly amended on the date hereof, each of the Reaffirmed Documents shall remain in full force and effect.
6. Governing Law; JURY TRIAL WAIVER. Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated herein by reference.
7. Counterparts. This Reaffirmation may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Reaffirmation. Delivery of an executed counterpart of this Reaffirmation by telefacsimile or other electronic method of transmission (including “.pdf”) shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation. Any party delivering an executed counterpart of this Reaffirmation by telefacsimile or other electronic method of transmission (including “.pdf”) also shall deliver an original executed counterpart of this Reaffirmation but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation.
[signature pages follow]
- 2 -
This Reaffirmation of Loan Documents and Amendment to Guaranty and Security Agreement is dated as of the date first set forth above.
MGP INGREDIENTS, INC. By: _______________________________________________ Name: _____________________________________________ Title: ______________________________________________ | |
MGPI PROCESSING, INC. By: _______________________________________________ Name: _____________________________________________ Title: ______________________________________________ | |
MGPI PIPELINE, INC. By: _______________________________________________ Name: _____________________________________________ Title: ______________________________________________ | |
MGPI OF INDIANA, LLC By: _______________________________________________ Name: _____________________________________________ Title: ______________________________________________ | |
THUNDERBIRD REAL ESTATE HOLDINGS, LLC By: _______________________________________________ Name: _____________________________________________ Title: ______________________________________________ | |
Signature Page to Reaffirmation of Loan Documents and Amendment No. 2 to Guaranty and Security Agreement
(Third Amended and Restated Credit Agreement)
Acknowledged and agreed to as of the date hereof: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent By: _________________________________ Name: _______________________________ Title: ________________________________ |
Signature Page to Reaffirmation of Loan Documents and Amendment No. 2 to Guaranty and Security Agreement
(Third Amended and Restated Credit Agreement)
Schedule I
Reaffirmed Documents
(each dated as of November 2, 2012 and as
amended, supplemented or modified through, and
in effect as of, the date hereof, unless otherwise indicated)
amended, supplemented or modified through, and
in effect as of, the date hereof, unless otherwise indicated)
1)Amended and Restated Guaranty and Security Agreement executed by the Loan Parties in favor of Agent.
2)Assignment of Business Interruption Insurance Policy as Collateral Security executed by Borrowers and Parent in favor of Agent.
3)Amended and Restated Environmental Indemnity Agreement executed by Borrowers in favor of Agent.
4)Intercompany Subordination Agreement executed by the Loan Parties and Agent.
5)Amended and Restated Intercreditor Agreement by and between Agent and Union State Bank of Everest, d/b/a Bank of Atchison, and acknowledged by MGPI Processing, Inc.
6)Amended and Restated Bond Pledge and Security Agreement by and among MGPI Processing, Inc., Commerce Bank, N.A., and Agent.
7)Deposit Account Control Agreement (Access Restricted after Notice) dated as of November 29, 2012 by and among Xxxxx Fargo Bank, National Association, as Bank, Xxxxx Fargo Bank, National Association, as Secured Party and MGPI Processing, Inc.
8)Deposit Account Control Agreement (Access Restricted Immediately – ZBA Transfers) dated as of November 29, 2012 by and among Xxxxx Fargo Bank, National Association, as Bank, Xxxxx Fargo Bank, National Association, as Secured Party and MGPI Processing, Inc.
9)Amended and Restated Patent Security Agreement by and between MGPI Processing, Inc. and Agent.
10)Trademark Security Agreement by and between MGPI Processing, Inc. and Agent.
11)Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of November 27, 2013 made by MGPI Processing, Inc. in favor of Agent and recorded on December 8, 2014, in Book 625, Page 937 of the real property records of the Office of the Register of Deeds, Xxxxxxxx County, Kansas and recorded on December 15, 2014 in the Office of the Register of Deeds of Wyandotte County, Kansas as Document No. 2014R-15947.
Schedule I – Page 1
12)Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of February 15, 2010 made by MGPI Processing, Inc. in favor of Agent and recorded on March 16, 2010, in Book 582, Page 552 of the real property records of the Office of the Register of Deeds, Xxxxxxxx County, Kansas.
13)Real Property Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of February 27, 2015 made by MGPI of Indiana, LLC in favor of Agent and recorded on April 15, 2015 in the real property Dearborn County, Indiana as Document No.2015002032.
Schedule I – Page 2
Schedule II
[See attached Schedules to Guaranty and Security Agreement]
SCHEDULE 1
COMMERCIAL TORT CLAIMS
None.
CORE/3001926.0002/117558850.3
SCHEDULE 2
COPYRIGHTS
None.
CORE/3001926.0002/117558850.3
SCHEDULE 3
INTELLECTUAL PROPERTY LICENSES
LICENSEE | LICENSOR | COUNTRY/STATE | REGISTRATION/ APPLICATION NUMBER, IF ANY | DESCRIPTION |
MGPI Processing, Inc. | Kansas State University Research Foundation | Australia and International | 5,855,946 and 6,299,907 | Plant Based Starches |
DM Ingredients GmbH | MGPI Processing, Inc. | EU and specified countries | Exclusive license to make food products made with Wheatex technology and a nonexclusive license to sell outside the territory. Also granted license for use of Trutex trade xxxx in offering the products | |
Crespel & Dieters GmbH & Co. KG | MGPI Processing, Inc. | Upon the dissolution of GmbH, the licensee will have rights with respect to the Wheatex technology and Trutex Trademark | ||
Cargill | MGPI Processing, Inc. | Australia | 5,855,946 | Production and Marketing of a resistant starch call Fibersym® HA |
National Starch and Chemical Company | MGPI Processing, Inc. | USA; Australia; and New Zealand | Make high amylase maize resistant starch products using licensed technology in the US for sale outside the US; exclusive right to make and sell such products in New Zealand and Australia; nonexclusive right to make and sell the product in the EU; and exclusive right to make and sell the product in the rest of the world (excluding US, EU, Australia and New Zealand) | |
CORE/3001926.0002/117558850.3
SCHEDULE 4
PATENTS
UNITED STATES PATENTS:
Registrations:
OWNER | REGISTRATION NUMBER | DESCRIPTION |
MGPI Processing, Inc. | 5747648 | MODIFIED WHEAT GLUTENS AND USE THEREOF IN FABRICATION OF FILMS |
MGPI Processing, Inc. | 5965708 | MODIFIED WHEAT GLUTENS AND USE THEREOF IN FABRICATION OF FILMS |
MGPI Processing, Inc. | 5977312 | MODIFIED WHEAT GLUTENS AND USE THEREOF IN FABRICATION OF FILMS |
MGPI Processing, Inc. | 5665152 | BIODEGRADABLE GRAIN PROTEIN-BASED SOLID ARTICLES |
MGPI Processing, Inc. | 6517625 | PROTEIN STARCH PAPER |
MGPI Processing, Inc. | 6605367 | PROTEIN STARCH PAPER |
MGPI Processing, Inc.; Desert Whale Jojoba Company, Inc. | 6552171 | HYDROLYZED JOJOBA PROTEIN AND USES THEREOF |
MGPI Processing, Inc.; Desert Whale Jojoba Company, Inc. | 6800736 | HYDROLYZED JOJOBA PROTEIN AND USES THEREOF |
MGPI Processing, Inc.; Desert Whale Jojoba Company, Inc. | 6649177 | HYDROLYZED JOJOBA PROTEIN AND USES THEREOF |
MGPI Processing, Inc. | 7534459 | PROCESS FOR PREPARING HYBRID PROTEINS |
MGPI Processing, Inc. | 6809197 | EMULSION STABILIZING STARCH PRODUCTS |
MGPI Processing, Inc. | 7166305 | POLYVALENT METAL-SUBSTITUTED STARCH PRODUCTS |
MGPI Processing, Inc. | 7989592 | PROCESS FOR PREPARING HYBRID PROTEINS |
MGPI Processing, Inc. | 8309152 | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
CORE/3001926.0002/117558850.3
Applications:
OWNER | APPLICATION NUMBER | DESCRIPTION |
MGPI Processing, Inc. | 12/785,169 | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 11/115,441 | EXPANDED PRODUCTS WITH HIGH PROTEIN CONTENT |
MGPI Processing, Inc. | 14/256,243 | EXPANDED PRODUCTS WITH HIGH PROTEIN CONTENT |
MGPI Processing, Inc. | 11/294,314 | PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF |
MGPI Processing, Inc. | 11/146,623 | MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME |
MGPI Processing, Inc. | 11/146,671 | REVERSIBLY SWELLABLE GRANULAR STARCH-LIPID COMPOSITES AND METHODS OF MAKING THE SAME |
MGPI Processing, Inc. | 11/830507 | HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS |
MGPI Processing, Inc. | 12/580755 | RESISTANT STARCH-HYDROCOLLOID BLENDS AND USES THEREOF |
MGPI Processing, Inc. | 11/689620 | RESISTANT STARCH-HYDROCOLLOID BLENDS AND USES THEREOF |
MGPI Processing, Inc. | 13/673,641 | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
MGP Ingredients, Inc. | 13/915200 | HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS |
MGPI Processing, Inc. and Pittsburg State University | 14/516414 | PRODUCTION OF POLYOLS USING DISTILLERS GRAINS AND PROTEINS AND LIGNIN EXTRACTED FROM DISTILLERS |
MGPI Processing, Inc. and Pittsburg State University | 13/757179 | PRODUCTION OF POLYOLS USING DISTILLERS GRAINS AND PROTEINS AND LIGNIN EXTRACTED FROM DISTILLERS |
MGPI Processing, Inc. | 11/585369 | THERMOTOLERANT STARCH-POLYESTER COMPOSITES AND METHODS OF MAKING SAME |
MGPI Processing, Inc. | 8802754 11/339367 | STARCH-PLASTIC COMPOSITE RESINS AND PROFILES MADE BY EXTRUSION |
MGPI Processing, Inc. | 6716599 | METHOD OF PREPARING HYDROLYZED JOJOBA PROTEIN |
CORE/3001926.0002/117558850.3
OTHER PATENTS:
Registrations:
OWNER | REGISTRATION NUMBER | COUNTRY/STATE | DESCRIPTION |
MGPI Processing, Inc. | 1758461 | GB | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
MGPI Processing, Inc. | 1758461 | LU | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
MGPI Processing, Inc. | 1758461 | MC | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
MGPI Processing, Inc. | 1758461 | CH | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
MGPI Processing, Inc. | 1758461 | IE | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
MGPI Processing, Inc. | 1758461 | FR | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
MGPI Processing, Inc. | 1758461 | DE | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
MGPI Processing, Inc. | 2532285 | CA | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 1648237 | SI | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 1648237 | DE | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 1648237 | FR | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 1648237 | IE | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 1648237 | SE | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 1648237 | CH | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 1648237 | LU | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
CORE/3001926.0002/117558850.3
OWNER | REGISTRATION NUMBER | COUNTRY/STATE | DESCRIPTION |
MGPI Processing, Inc. | 1648237 | MC | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 1648237 | NL | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 1648237 | DK | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 1648237 | GB | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 0000000000 | Australia | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
MGPI Processing, Inc. | 2005267599 | Australia | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
MGPI Processing, Inc. | 1643841 | DE | HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS |
MGPI Processing, Inc. | 1643841 | FR | HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS |
MGPI Processing, Inc. | 1643841 | GB | HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS |
MGPI Processing, Inc. | 3866289 | JP | BIODEGRADABLE, GRAIN PROTEIN-BASED ARTICLES AND FORMING |
MGPI Processing, Inc. | 4229236 | JP | Hydrolyzed Protein and Uses Thereof |
MGPI Processing, Inc. | 4839213 | JP | High-Protein, Low-Carbohydrate Bakery Products |
MGPI Processing, Inc. | 5238495 | JP | MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME |
MGPI Processing, Inc. | 1888650 | Europe | MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME |
MGPI Processing, Inc. | 602006033350.1 | DE | MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME |
MGPI Processing, Inc. | 1888650 | GB | MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME |
CORE/3001926.0002/117558850.3
OWNER | REGISTRATION NUMBER | COUNTRY/STATE | DESCRIPTION |
MGPI Processing, Inc. | 2006254932 | Australia | MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME |
CORE/3001926.0002/117558850.3
Applications:
OWNER | APPLICATION NUMBER | COUNTRY/STATE | DESCRIPTION |
MGPI Processing, Inc. | 2011124186 | JP | COMPOSITION AND METHOD FOR MAKING HIGH-PROTEIN AND LOW-CARBOHYDRATE FOOD PRODUCTS |
MGPI Processing, Inc. | 2011164823 | Japan | MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME |
MGPI Processing, Inc. | 2007275271 | Australia | PROCESS FOR PREPARING HYBRID PROTEINS |
MGPI Processing, Inc. | 2661310 | Canada | PROCESS FOR PREPARING HYBRID PROTEINS |
MGPI Processing, Inc. | 7813110.9 | Europe | PROCESS FOR PREPARING HYBRID PROTEINS |
MGPI Processing, Inc. | 2009-521909 | Japan | PROCESS FOR PREPARING HYBRID PROTEINS |
MGPI Processing, Inc. | 2 611431 | Canada | MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME |
MGPI Processing, Inc. | 2007 556375 | Japan | PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF |
MGPI Processing, Inc. | 6720893.4 | Europe | PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF |
MGPI Processing, Inc. | 2598089 | Canada | PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF |
MGPI Processing, Inc. | 2006214040 | Australia | PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF |
MGPI Processing, Inc. | 2570902 | Canada | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
MGPI Processing, Inc. | 2005 267599 | Australia | WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING |
MGPI Processing, Inc. | 2006 520157 | Japan | HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS |
CORE/3001926.0002/117558850.3
SCHEDULE 5
PLEDGED COMPANIES
Name of Grantor | Name of Pledged Company | Number of Share Units | Class of Interests | Percentage of Class Owned | Percentage Of Class Pledged | Certificate Nos. |
MGP Ingredients, Inc. | MGPI Processing, Inc. | 1,000 | Common | 100% | 100% | Cl |
MGP Ingredients, Inc. | MGPI Processing, Inc. | 10 | Preferred | 100% | 100% | P1 |
MGP Ingredients, Inc. | MGPI Pipeline, Inc. | 5,000 | Common | 100% | 100% | C2 |
MGP Ingredients, Inc. | MGPI of Indiana, LLC | n/a | n/a | 100% | 100% | n/a |
MGPI Processing, Inc. | Thunderbird Real Estate Holdings, LLC | n/a | n/a | 100% | 100% | n/a |
MGPI Processing, Inc. | Illinois Corn Processing, LLC | n/a | n/a | 30% | 30% | n/a |
CORE/3001926.0002/117558850.3
SCHEDULE 6
TRADEMARKS
Registrations:
OWNER | REGISTRATION NUMBER | TRADEMARK |
MGPI Processing, Inc. | 2,681,958 | ARISE |
MGPI Processing, Inc. | 3,259,490 | FIBERRITE |
MGPI Processing, Inc. | 3,143,069 | FIBERSYM |
MGPI Processing, Inc. | 3,086,500 | FIBERSYM and Design (highly stylized S) |
MGPI Processing, Inc. | 2,083,385 | FOAM PRO |
MGPI Processing, Inc. | 3,032,619 | MGP INGREDIENTS |
MGPI Processing, Inc. | 3,020,190 | MGP INGREDIENTS, INC. and Design |
MGPI Processing, Inc. | 2,926,087 | MIDWEST GRAIN PRODUCTS |
MGPI Processing, Inc. | 4472546 | OPTEIN |
MGPI Processing, Inc. | 4556537 | TRUTEX |
MGPI Processing, Inc. | 2,076,023 | WHEATEX |
MGPI Processing, Inc. | 3,450,542 | WHEATEX (word xxxx) |
CORE/3001926.0002/117558850.3
Applications:
OWNER | APPLICATION NUMBER | TRADEMARK |
MGPI of Indiana, LLC | 85783212 | DUMA'S HAMMER |
MGPI of Indiana, LLC | 85777793 | CLOUD'S BATCH '41 CLOUD X. XXXX SNR |
MGPI of Indiana, LLC | 85777791 | CLOUD'S BATCH '41 |
MGPI of Indiana, LLC | 85743480 | TANNERS CREEK |
MGPI of Indiana, LLC | 85725079 | 1729 LONDON GIN |
MGPI of Indiana, LLC | 85725074 | B UR BN |
MGPI Processing, Inc. | 86603719 | Till Vodka |
MGPI Processing, Inc. | 86603204 | TILL WHEAT VODKA |
MGPI Processing, Inc. | 86603198 | TILL KANSAS WHEAT VODKA |
MGPI Processing, Inc. | 86603185 | TILL KANSAS ESTATE WHEAT VODKA |
MGPI Processing, Inc. | 86603179 | TILL AMERICAN WHEAT VODKA |
MGPI Processing, Inc. | 86603172 | TILL WHEAT GIN |
MGPI Processing, Inc. | 86749823 | TILL |
MGPI Processing, Inc. | 86749821 | TILL DISTILLING COMPANY |
MGPI Processing, Inc. | 86822944 | TILL and Design |
MGPI Processing, Inc. | 86822946 | Till Bottle Design |
MGPI of Indiana, LLC | 86603161 | XXXXXXXXXX XXX |
MGPI of Indiana, LLC | 86603150 | XXXXXXXXXX XXXXX GIN |
MGPI of Indiana, LLC | 86794384 | ROSSVILLE DISTILLERY |
MGPI of Indiana, LLC | 86651279 | LDI |
MGPI of Indiana, LLC | 86651282 | LAWRENCEBURG DISTILLERS INDIANA |
CORE/3001926.0002/117558850.3
OTHER TRADEMARKS:
Registrations:
OWNER | REGISTRATION NUMBER | COUNTRY/STATE | TRADEMARK |
MGPI Processing, Inc. | 2,681,958 | International Class 30 | ARISE |
MGPI Processing, Inc. | 3,259,490 | International Class 30 | FIBERRITE |
MGPI Processing, Inc. | 3,143,069 | International Class 30 | FIBERSYM |
MGPI Processing, Inc. | 3,086,500 | International Class 30 | FIBERSYM and Design (highly stylized S) |
MGPI Processing, Inc. | 2,083,385 | International Class 1 | FOAM PRO |
MGPI Processing, Inc. | 3,032,619 | International Class l and 31 | MGP INGREDIENTS |
MGPI Processing, Inc. | 3,020,190 | International Class 1 and 31 | MGP INGREDIENTS, INC. and Design |
MGPI Processing, Inc. | 2,926,087 | International Class 42 | MIDWEST GRAIN PRODUCTS |
MGPI Processing, Inc. | 2,076,023 | International Class 30 | WHEATEX |
MGPI Processing, Inc. | 3,450,542 | International Class 29 | WHEATEX |
Applications: None
CORE/3001926.0002/117558850.3
SCHEDULE 7
NAME; CHIEF EXECUTIVE OFFICE; TAX IDENTIFICATION NUMBERS AND ORGANIZATIONAL NUMBERS
Legal Name | Chief Executive Office | Organizational Number | Federal Taxpayer Identification Number |
MGP Ingredients, Inc. | 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxx | XX - 4554606 | 00-0000000 |
MGPI Processing, Inc. | 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxx | XX - 000000 | 00-0000000 |
MGPI Pipeline, Inc. | 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxx | XX - 1569474 | 00-0000000 |
MGPI of Indiana, LLC | 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxx | XX - 0000000 | 00-0000000 |
Thunderbird Real Estate Holdings, LLC | 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxx | XX - 0000000 | 00-0000000 |
CORE/3001926.0002/117558850.3
SCHEDULE 8
OWNED REAL PROPERTY
1100 Main, Atchison, Kansas
1200 Main, Atchison, Kansas
0000 Xxxx, Xxxxxxxx, Xxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx
00 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx
0 Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx
CORE/3001926.0002/117558850.3
SCHEDULE 9
DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS
MGP Ingredients, Inc.
Xxxxx Fargo Bank, N.A.
Account No. **********
MGP Ingredients, Inc.
Xxxxx Faro Bank, N.A.
Operating Account No. **********
CORE/3001926.0002/117558850.3
SCHEDULE 11
LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS
Grantor | Jurisdictions |
MGP Ingredients, Inc. | Kansas Secretary of State |
MGPI Processing, Inc. | Kansas Secretary of State |
MGPI Pipeline, Inc. | Kansas Secretary of State |
MGPI of Indiana, LLC | Delaware Secretary of State |
MGPI Processing, Inc. | Xxxxxxxx County, Kansas Register of Deeds |
MGPI Processing, Inc. | Potawatomie County, Kansas Register of Deeds |
MGPI of Indiana, LLC | Dearborn County, Indiana Recorder |
Thunderbird Real Estate Holdings, LLC | Delaware Secretary of State |
CORE/3001926.0002/117558850.3
SCHEDULE 12
MOTOR VEHICLES
MGPI Processing, Inc. Motor Vehicles
DESCRIPTION | VIN # |
1969 Chevrolet | CS539P869050 |
2003 Chevrolet S10 Pickup | 0XXXX00X000000000 |
2003 Chevrolet LD 3500 | 0XXXX00X00X000000 |
2001 Dodge 3500 | 0X0XX00XX0X000000 |
1999 Chevrolet 2500 | 0XXXX00X0XX000000 |
2006 Chevrolet Uplander | 0XXXX00X00X000000 |
2009 Dodge Ram 1500 | 0X0XX00XX0X000000 |
1991 Trailer | 0XX00XXX0X0000000 |
1991 Trailer | 0XX00XXX0X0000000 |
1991 Trailer | 0XX00XXX0X0000000 |
MGPI of Indiana, LLC Motor Vehicles:
DESCRIPTION | VIN # |
2005 DODGE PICKUP TRUCK | 0X0XX00X00X000000 |
1996 GRAND MARQUIS | 0XXXX00X0XX000000 |
2008 FORD EXPLORER | 0XXXX00X00XX00000 |
1991 CHEVY STAKE TRUCK | 0XXXX00X0XX000000 |
2003 CAPACITY | 4LMDF71333LD013960 |
OTR TRAILERS | |
1988 FRUEHAUF | 1H2V0452XJBO29509 |
1989 GREAT DANE | 1GRAA9027LBO31901 |
1989 GREAT DANE | 0XXXX0000XX000000 |
1989 GREAT DANE | 0XXXX000XXX000000 |
1990 GREAT DANE | 0XXXX0000XX000000 |
1989 GREAT DANE | 1GRAA90242LB031905 |
0000 XXXXXXXXX XXX-000X-X-X | 0XX0X0000XX000000 |
FLATBED TRAILERS | |
1987 TRANSCRAFT 45 FT. | 0XXX00000X0000000 |
1985 TRANSCRAFT | 0XXX00000X0000000 |
SPECIAL EQUIPMENT | VIN # |
1996 SWEEPER 3366XP | 585399 |
1988 FORD DIESEL FARM TRACTOR | |
MAINT. 2-WHEEL TRAILER | IN2WHEEL0115653 |
FORKLIFT MAINT. C500-YS60 | 4355-94-5090-082 |
CORE/3001926.0002/117558850.3
