0001104659-05-053741 Sample Contracts

MGP INGREDIENTS, INC. AGREEMENT AS TO AWARD OF RESTRICTED SHARES GRANTED UNDER THE STOCK INCENTIVE PLAN OF 2004
MGP Ingredients Inc • November 9th, 2005 • Grain mill products

In accordance with and subject to the terms and restrictions set forth in the MGP Ingredients, Inc. Stock Incentive Plan of 2004 (the “2004 Plan”) and this Agreement, MGP INGREDIENTS, INC., a Kansas corporation (the “Company”), hereby grants to the Participant named below the number of Restricted Shares of Common Stock of the Company as set forth below:

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MASTER SECURITY AGREEMENT
Master Security Agreement • November 9th, 2005 • MGP Ingredients Inc • Grain mill products

THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”) and MGP Ingredients, Inc. (“Debtor”). Secured Party has an office at 16479 Dallas Parkway #300, Addison, TX 75001-2512. Debtor is a corporation organized and existing under the laws of the state of Kansas (“the State”). Debtor’s mailing address and chief place of business is 1300 Main Street, Atchison, KS 66002.

CROSS-COLLATERAL AND CROSS-DEFAULT AGREEMENT
Default Agreement • November 9th, 2005 • MGP Ingredients Inc • Grain mill products

You, General Electric Capital Corporation and GE Capital Public Finance, Inc. (and/or each of your successors or assigns, hereinafter referred to individually and collectively as, “you”) have entered into or purchased one or more conditional sale contracts, lease agreements, chattel mortgages, security agreements, notes and other choses in action (herein designated “Accounts”) arising from the bona fide sale or lease to us, by various vendors or lessors, of equipment and inventory (herein designated “Collateral”) and/or you have made direct loans to or otherwise extended credit to us evidenced by Accounts creating security interests in Collateral.

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