FIRST
AMENDMENT TO
VOTING
TRUST AGREEMENT
(MGP
INGREDIENTS, INC. VOTING TRUST)
This First Amendment (“Amendment”) to
the MGP Ingredients, Inc. Voting Trust (“Voting Trust”) is entered into as of
the 10th day of August, 2010 by the Trustees whose signatures are set forth
below, effective as of the Effective Time, as defined below.
WITNESSETH
WHEREAS, the Voting Trust was entered
into on November 16, 2005; and
WHEREAS, the Trustees whose signatures
are set forth below are empowered to amend the Voting Trust, with the consent of
the Cray Family Trust, and such Trustees desire to increase the universe of
persons who may act as a Successor Trustee under the Voting Trust;
NOW THEREFORE, BE IT AGREED, that the
Voting Trust be amended as follows:
1. Amendment to Section
4.3(a). Paragraph (a) of Section 4.3 is amended to read in its
entirety as follows:
“(a) Each
Trustee shall have the power to name and appoint an individual to succeed such
Trustee in office as a successor trustee (each, a “Successor Trustee”),
and may revoke an appointment at any time prior to the time the
Successor Trustee takes office. Any such designation or revocation
shall be made in a written instrument signed and acknowledged by said Trustee
and deposited with the other Trustees and the Secretary of the Company prior to
such Trustee’s death or resignation. In the event of inconsistent
designations, the designation in the document bearing the last execution date
shall control and be deemed to revoke any prior designation. To qualify as a
Successor Trustee, an individual must either (i) meet the
officer and shareholder qualifications that a successor trustee of the Family
Trust must meet under the terms of the First Amendment dated November 13, 1980
to the Family Trust, which are incorporated herein by reference and made a part
hereof, or (ii) be an issue of Cloud L. Cray, Sr. or the spouse of such an issue
and be the record owner of at least 10,000 shares of the Company's common stock;
provided, that only one person qualifying solely under this clause (ii) may
serve as a Successor Trustee at a time. An individual must be so
qualified at the time the individual becomes a Successor Trustee and must remain
so qualified to maintain such Trustee’s Trusteeship as a Successor
Trustee. (The original Trustees named in the first paragraph of this
Agreement are not subject to this requirement.) A Trustee, whether original or a
Successor Trustee, may name the Trustee’s own Successor Trustee at any time and,
in the manner provided above, may revoke the document naming such
Successor Trustee prior to the Successor Trustee taking office with or without
substituting a new Successor Trustee.”
2. New Section
4.3(d). Section 4.3 is amended by adding a new paragraph (d)
to read in its entirety as follows:
“(d) At
such time as all of the Trustees are (or would be following the appointment of a
Successor Trustee) Successor Trustees, at least one Successor Trustee must be an
issue of Cloud L. Cray, Sr. or the spouse of such issue, and any appointment to
a vacancy at such time as all of the other Trustees are Successor Trustees and
none is an issue of Cloud L. Cray, Sr. or the spouse of such issue shall be void
unless either (i) the person appointed to such vacancy is an issue of Cloud L.
Cray, Sr. or the spouse of such issue who meets the share ownership
qualifications in Section 4.3(a)(ii) of this Agreement, (ii) no issue
of Cloud L. Cray, Sr. or the spouse of such issue meets the share ownership
qualifications in Section 4.3(a)(ii), or (iii) Beneficiaries holding Trust
Certificates representing at least two-thirds (66 2/3%) of the aggregate number
of shares of each class represented by the Trust Certificates shall file with
the Trustees written notice of their consent to such appointment within thirty
(30) days after written notice thereof is delivered to such
Beneficiaries.”
3. Effective Time. The
Effective Time of this Amendment will occur when a majority of the Trustees of
the Voting Trust have executed this Amendment and a majority of the Trustees of
the Cray Family Trust have consented thereto.
4. Miscellaneous. The
construction and interpretation of this Amendment shall at all times and in all
respects be governed by the laws of the State of Kansas. This
Amendment may be executed in two or more counterparts and by different parties
on separate counterparts, each of which will be an original, but all of which
together will constitute one and the same instrument. This Amendment
shall be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN
WITNESS WHEREOF, the Trustees of the Voting Trust whose signatures are set forth
below have caused this instrument to be executed as of the day set forth below
their respective names.
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Trustees:
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/s/
Cloud L Cray, Jr.
Cloud
L. Cray, Jr., as Trustee of the MGP Ingredients, Inc. Voting
Trust
Date 8/23/10
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/s/
Richard B. Cray
Richard
B. Cray, as Trustee of the MGP Ingredients, Inc. Voting Trust
Date
8/23/10
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/s/
Laidacker M. Seaberg
Laidacker
M. Seaberg, as Trustee of the MGP Ingredients, Inc. Voting
Trust
Date
8/23/10
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WAIVER
OF NOTICE AND CONSENT
The undersigned Trustees of the Cray
Family Trust, for and on behalf of the Cray Family Trust, the sole beneficiary
of the Trust Certificates issued by the Voting Trust, hereby waive notice of the
foregoing First Amendment to Voting Trust Agreement and consent to such First
Amendment.
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Trustees
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/s/
Cloud L. Cray, Jr.
Cloud
L. Cray, Jr., as trustee of the Cray Family Trust U/T/A dated April 4,
1975, as amended by a First Amendment dated November 13,
1980.
Date
8/23/10
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/s/
Steven J. Pickman
Steven
J. Pickman, as trustee of the Cray Family Trust U/T/A dated April 4, 1975,
as amended by a First Amendment dated November 13, 1980.
Date
8/26/10
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/s/
Richard B. Cray
Richard
B. Cray, as trustee of the Cray Family Trust U/T/A dated April 4, 1975, as
amended by a First Amendment dated November 13, 1980.
Date
8/23/10
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STATE
OF Kansas
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COUNTY
OF Atchison
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On this
23rd day of August 2010, at my office in said County and State, before me, the
undersigned, a notary public, personally appeared CLOUD L. CRAY, JR., to me
personally known and known to me to be the same person described in and who
executed the foregoing instrument, and acknowledged that he executed the same as
his free act and deed and in his capacities as Trustee of the MGP Ingredients,
Inc. Voting Trust and as trustee of the Cray Family Trust.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year last above written.
/s/
Marta L. Myers
Notary
Public
My
Commission Expires: 02/01/2014
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STATE
OF Kansas
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)ss:
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COUNTY
OF Atchison
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On this
23rd day
of August, 2010, at my office in said County and State, before me, the
undersigned, a notary public, personally appeared RICHARD B. CRAY, to me
personally known and known to me to be the same person described in and who
executed the foregoing instrument, and acknowledged that he executed the same as
his free act and deed and in his capacities as Trustee of the MGP Ingredients,
Inc. Voting Trust and as trustee of the Cray Family Trust.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year last above written.
/s/
Marta L. Myers
Notary
Public
My
Commission Expires: 02/01/2014
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STATE
OF Kansas
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)ss:
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COUNTY
OF Atchison
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On this
23rd day of August, 2010, before me at my office in said County and State,
personally appeared LAIDACKER M. SEABERG, to me personally known and known to me
to be the same person described in and who executed the foregoing instrument,
and acknowledged that he executed the same as his free act and deed and in his
capacities as Trustee of the MGP Ingredients, Inc. Voting Trust.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year last above written.
/s/
Marta L. Myers
Notary
Public
My
Commission Expires: 02/01/2014
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STATE
OF Kansas
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)ss:
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COUNTY
OF Atchison
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On this
26th day of August, 2010, before me at my office in said County and State,
personally appeared STEVEN J. PICKMAN, to me personally known and known to me to
be the same person described in and who executed the foregoing instrument, and
acknowledged that he executed the same as his free act and deed and in his
capacities as trustee of the Cray Family Trust.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year last above written.
/s/
Marta L. Myers
Notary
Public
My
Commission Expires: 02/01/2014