MGP INGREDIENTS, INC. AGREEMENT AS TO AWARD OF RESTRICTED SHARES GRANTED UNDER THE NON-EMPLOYEE DIRECTORS’ RESTRICTED STOCK PLANAgreement as to Award of Restricted Shares • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
In accordance with and subject to the terms and restrictions set forth in the MGP Ingredients, Inc. Non-Employee Directors’ Restricted Stock Plan (the “Plan”) and this Agreement, MGP INGREDIENTS, INC., a Kansas corporation (the “Company”), hereby grants to the Director named below (“Participant”) the number of Restricted Shares of Common Stock of the Company as set forth below:
ASSIGNMENT OF MEMBERSHIP INTERESTS (SECURITY AGREEMENT)Assignment of Membership Interests (Security Agreement) • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Minnesota
This ASSIGNMENT OF MEMBERSHIP INTERESTS (SECURITY AGREEMENT) is made as of the 21 day of July, 2009 by MGP INGREDIENTS, INC., a Kansas corporation (the “Grantor”) to and in favor of WELLS FARGO BANK, NATIONAL, acting through its Wells Fargo Business Credit operating division (hereinafter, together with its successors and assigns, referred to as “Lender”).
SUBORDINATION AGREEMENTSubordination Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Minnesota
THIS SUBORDINATION AGREEMENT (“Agreement”), dated as of July 21, 2009, is made by the UNION PACIFIC RAILROAD COMPANY (the “Subordinated Creditor”), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (with its participants, successors and assigns, the “Senior Lender”), acting through its Wells Fargo Business Credit operating division.
July 17, 2009Credit Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
Please refer to the Credit Agreement dated as of May 5, 2008, among MGP Ingredients, Inc., Midwest Grain Pipeline, Inc., Commerce Bank, N.A., as Agent, Issuing Bank and Swingline Lender, and the Banks party thereto, as amended by (1) a First Amendment to Credit Agreement dated as of September 3, 2008, (2) a Second Amendment to Credit Agreement dated as of November 7, 2008, (3) a Third Amendment to Credit Agreement dated as of December 19, 2008, (4) a Fourth Amendment to Credit Agreement dated as of February 27, 2009, and a letter agreement dated as of March 11, 2009, (5) a Fifth Amendment to Credit Agreement dated as of March 13, 2009, (6) a Sixth Amendment to Credit Agreement dated as of March 26, 2009 and (7) a Seventh Amendment to Credit Agreement dated as of June 15, 2009 (as so amended, the “Credit Agreement”). Capitalized terms used and not defined in this letter have the meanings given to them in the Credit Agreement.
CONSENT AND RELEASEConsent and Release • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Minnesota
THIS CONSENT AND RELEASE, dated as of August 19, 2009 (this “Release”), among MGP Ingredients, Inc., a Kansas corporation (the “Borrower”), and Wells Fargo Bank, National Association (the “Lender”) acting through its Wells Fargo Business Credit operating division.
AMENDMENT TO COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
THIS AMENDMENT TO COMMERCIAL SECURITY AGREEMENT, dated as of March 31, 2009 (this “Amendment”), is entered into as of July 20, 2009 by and between UNION STATE BANK OF EVEREST DBA BANK OF ATCHISON USB, as Bank (the “Bank”) and MGP INGREDIENTS, INC. a Kansas corporation (the “Borrower”).
SUBORDINATION AGREEMENTSubordination Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Kansas
THIS SUBORDINATION AGREEMENT (“Agreement”), dated as of July 16, 2009, is made by the CLOUD L. CRAY, JR. TRUST, under an agreement dated October 25, 1983 (the “Subordinated Creditor”), for the benefit of EXCHANGE NATIONAL BANK & TRUST CO. (with its successors and assigns, the “Senior Lender”).
SUBORDINATED SECURED PROMISSORY NOTESubordinated Secured Promissory Note • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
FOR VALUE RECEIVED, the undersigned, MGP INGREDIENTS, INC., a Kansas corporation and MIDWEST GRAIN PIPELINE, INC., a Kansas corporation (each a “Borrower” and collectively the Borrowers), each jointly and severally promises to pay to the order of the CLOUD L. CRAY, JR. TRUST under agreement dated October 25, 1983, whose address is 20045 266th Road, Atchison, Kansas 66002 (together with his successors and assigns, the “Lender”) the principal amount of TWO MILLION DOLLARS ($2,000,000.00) (the “Principal Amount”), together with interest upon the principal balance remaining outstanding from time to time as set forth below, in payments as set forth below. The indebtedness evidenced by this Subordinated Secured Promissory Note (the “Note”) is referred to herein as the “Loan.”.
SUBORDINATION AGREEMENTSubordination Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Minnesota
THIS SUBORDINATION AGREEMENT (“Agreement”), dated as of July 21, 2009, is made by CENTRAL ILLINOIS LIGHT COMPANY (the “Subordinated Creditor”), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (with its participants, successors and assigns, the “Senior Lender”), acting through its Wells Fargo Business Credit operating division.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Minnesota
THIS STOCK PLEDGE AGREEMENT (“Agreement”) is made as of this 21 day of July, 2009, by MGP INGREDIENTS, INC., a Kansas corporation (hereinafter referred to as a “Pledgor”), to WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”).
CREDIT AND SECURITY AGREEMENT BY AND BETWEEN MGP INGREDIENTS, INC., a Kansas corporation AND WELLS FARGO BANK, NATIONAL ASSOCIATION Acting through its Wells Fargo Business Credit operating division July 21, 2009Credit and Security Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Minnesota
MGP INGREDIENTS, INC., a Kansas corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (as more fully defined in Article I herein, the “Lender”) acting through its Wells Fargo Business Credit operating division, hereby agree as follows:
CONSULTATION AND NON-SOLICITATION AGREEMENTConsultation Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Kansas
THIS AGREEMENT made as of the 27th day of August, 2009 between MGP INGREDIENTS, INC., a Kansas corporation (“Company”) and LAIDACKER M. SEABERG (“Seaberg”), a resident of Atchison County, Kansas.
AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILINGMortgage, Assignment of Rents and Leases, Security Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Kansas
THIS AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made effective as of August 31, 2009, by MGP INGREDIENTS, INC., a Kansas corporation (“Mortgagor”), to WELLS FARGO BANK, NATIONAL ASSOCIATION (“Mortgagee”).
ASSIGNMENT OF INCOME TAX REFUNDS AND PROCEEDSAssignment of Income Tax Refunds and Proceeds • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
THIS ASSIGNMENT OF INCOME TAX REFUNDS AND PROCEEDS (the “Assignment”) is entered into this 20th day of July, 2009, by and between MGP INGREDIENTS, INC. f/k/a Midwest Grain Products, Inc., a Kansas corporation, whose address is 100 Commercial Street, Box 130, Atchison, Kansas (together with its subsidiaries and affiliates, the “Assignor”), and CENTRAL ILLINOIS LIGHT COMPANY, an Illinois corporation, whose address is 300 Liberty Street, Peoria, Illinois 61602 (“CILCO”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Kansas
ASSET PURCHASE AGREEMENT, dated as of August 19, 2009, between Sergeant’s Pet Care Products, Inc., Inc., a Nevada corporation (the “Buyer”), and MGP Ingredients, Inc., a Kansas corporation (“Seller”).
MGP INGREDIENTS, INC. AGREEMENT AS TO AWARD OF RESTRICTED SHARES GRANTED UNDER THE STOCK INCENTIVE PLAN OF 2004Agreement as to Award of Restricted Shares • September 11th, 2009 • MGP Ingredients Inc • 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:
CONTROL AGREEMENT AND ASSIGNMENT OF HEDGING ACCOUNTControl Agreement and Assignment of Hedging Account • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Illinois
WHEREAS, the undersigned, MGP INGREDIENTS, INC., a Kansas corporation (hereinafter called the “Debtor”), whose address is, 100 Commercial Street, Atchison, KS 66002 carries certain hedging accounts, including without limitation Hedging Accounts (No. 234-34802, 234-34803, 234-34804, 234-34805, 234-34806, 234-34807, 234-34808) (collectively, the “Account”) with the firm of ADM INVESTOR SERVICES, INC., as brokers (hereinafter called the “Broker”), whose address is Suite 1600A, 141 W. Jackson Blvd., Chicago, Illinois 60604, for hedging transactions in commodities futures contracts; and Debtor is or will be indebted to WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division, whose address is MAC N9312-040, 109 South 7th Street, 4th Floor, Minneapolis, MN 55402 (hereinafter called the “Secured Party”), pursuant to the terms of that certain Credit and Security Agreement dated as of July , 2009, by and between Debtor and the Secured Party (as t
SUBORDINATION AGREEMENTSubordination Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Illinois
AMENDMENT NO. 1 TO SUBORDINATED SECURED PROMISSORY NOTESubordinated Secured Promissory Note • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
THIS AMENDMENT NO. 1 TO SUBORDINATED SECURED PROMISSORY NOTE dated as of July 20, 2009 (this “Amendment”), is entered into by and among MGP INGREDIENTS, INC., a Kansas corporation and MIDWEST GRAIN PIPELINE, INC., a Kansas corporation (each a “Borrower” and collectively the “Borrowers”), and the CLOUD L. CRAY, JR. TRUST under agreement dated October 25, 1983 (together with its successors and assigns, the “Lender”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Minnesota
THIS INTERCREDITOR AGREEMENT (the “Intercreditor Agreement” or “Agreement”) dated effective as of July 21, 2009, is by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division (together with its successors and/or assigns, “WFBC”), and UNION STATE BANK OF EVEREST, d/b/a Bank of Atchison (“Bank of Atchison”) with respect to certain financing arrangements with MGP INGREDIENTS, INC., a Kansas corporation (the “Borrower”).
SUBORDINATION AGREEMENTSubordination Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Kansas
THIS SUBORDINATION AGREEMENT (“Agreement”), dated as of July 17, 2009, is made by and between the CLOUD L. CRAY, JR. TRUST, under an agreement dated October 25, 1983 (the “Subordinated Creditor”), and UNION STATE BANK OF EVEREST DBA BANK OF ATCHISON USB (with its successors and assigns, the “Senior Lender”).
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
This Agreement, dated as of July 21, 2009, is made by and between MGP INGREDIENTS, INC., a Kansas corporation having a business location at the address set forth below next to its signature (the “Debtor”), and Wells Fargo Bank, National Association (the “Wells Fargo”), and having a business location at the address set forth below next to its signature.
This Mortgage was prepared by and when recorded should be mailed to: Armstrong Teasdale LLP Attn: Timothy J. Tryniecki One Metropolitan Square St. Louis, Missouri 63102 Permanent Tax Identification Numbers described herein: 10-10-09-200-001 Street...Mortgage • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of August 14, 2009, by MGP Ingredients, Inc., a corporation duly organized and validly existing under the laws of the State of Kansas, authorized to do and conduct business in the State of Illinois and having an office at 100 Commercial Plaza, Atchison, Kansas 66002 Attn: Timothy W. Newkirk, President, formerly known as Midwest Grain Products, Inc., a Kansas corporation (the “Mortgagor”), in favor of Central Illinois Light Company, and having an office at 300 Liberty Street, Peoria, Illinois 61602, Attention: Stan E. Ogden, Vice President (the “Mortgagee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Kansas
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), executed and delivered as of the 15th day of April, 2009, by MGP INGREDIENTS, INC., a Kansas corporation (“Pledgor”), in favor of NATIONAL CITY BANK, a national banking association (“Bank”). The following recitals form the basis for this Agreement and are made a material part hereof:
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
SECURED DEBTS. This Agreement will secure all sums advanced by Secured Party under the terms of this Agreement and the payment and performance of the following described Secured Debts that (check one) x Debtor o (Borrower) owes to Secured Party:
SUBORDINATION AGREEMENTSubordination Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Minnesota
THIS SUBORDINATION AGREEMENT (“Agreement”), dated as of July 16, 2009, is made by the CLOUD L. CRAY, JR. TRUST, under an agreement dated October 25, 1983 (the “Subordinated Creditor”), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (with its participants, successors and assigns, the “Senior Lender”), acting through its Wells Fargo Business Credit operating division.
ContractMortgage, Assignment of Rents, Security Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Illinois
This Mortgage was prepared by and when recorded should be mailed to: Bryan Cave LLP Attn: Trevor A. Jenkins 1200 Main Street, Suite 3500 Kansas City, Missouri 64105 Permanent Tax Identification Numbers described herein: 10-10-09-200-001 10-10-09-200-010 04-10-04-400-002 Street Address of Property described herein: 1301 South Front Street Pekin, Illinois Space above reserved for Recorder’s Use Only
COMMERCIAL LOAN EXTENSTION AGREEMENTCommercial Loan Extension Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
WHEREAS Exchange National Bank & Trust Co. of Atchison (“Lender”) loaned MGP Ingredients, Inc (“Borrower”) the sum of Two Million Eight Hundred Thousand Dollars and 00/100 ($2,800,000.00) as evidenced by a note (#6406) and two mortgages, executed and delivered on April 15, 2009, and are hereby incorporated herein as a part of this instrument, and
LEASEHOLD MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILINGLeasehold Mortgage, Security Agreement and Fixture Filing • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
THIS LEASEHOLD MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (this “Leasehold Mortgage”) is made as of April 15, 2009, by and between MGP INGREDIENTS, INC., a Kansas corporation whose address for notice purposes is Cray Business Plaza, 100 Commercial Street, Atchison, Kansas 66002 (the “Mortgagor”), and EXCHANGE NATIONAL BANK & TRUST CO., whose address for notice purposes is 600 Commercial Street, Atchison, Kansas 66002 (the “Mortgagee”);
WAIVER AGREEMENTWaiver Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products
This Agreement made as of July 20, 2009 among CLOUD L. CRAY, JR. TRUST under an agreement dated October 25, 1983 (“Trust”), MGP INGREDIENTS, INC., a Kansas Corporation (“MGP”) and CENTRAL ILLINOIS LIGHT COMPANY, an Illinois Corporation (“CILCO”).
RESTRUCTURING AGREEMENTRestructuring Agreement • September 11th, 2009 • MGP Ingredients Inc • Grain mill products • Illinois
THIS RESTRUCTURING AGREEMENT (“Restructuring Agreement”) entered into as of this 20th day of July, 2009, by and between CENTRAL ILLINOIS LIGHT COMPANY (“CILCO”), an Illinois corporation, and MGP INGREDIENTS, INC. (“MGP”), f/k/a Midwest Grain Products, Inc., a Kansas corporation.
