Exhibit 4.5.1
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LOAN NUMBER |
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LOAN NAME |
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ACCT. NUMBER |
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NOTE DATE |
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INITIALS |
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MGP Ingredients, Inc. |
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03/31/09 |
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DB |
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NOTE AMOUNT |
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INDEX (w/Margin) |
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RATE |
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MATURITY DATE |
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LOAN PURPOSE |
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$ |
1,500,000.003 |
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Year Treasury Index plus 6.000% |
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7.250 |
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03/31/14 |
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Commercial |
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Creditor Use Only
PROMISSORY NOTE
(Commercial - Single Advance)
DATE AND PARTIES. The date of this Promissory Note (Note) is March 31, 2009. The parties and their addresses are:
LENDER:
UNION STATE BANK - BANK OF ATCHISON
545 Main Street
Everest, KS 66424
Telephone: (785) 548-7521
BORROWER:
MGP INGREDIENTS, INC.
a Kansas Corporation
PO Box 130
Atchison, KS 66002
1. DEFINITIONS. As used in this Note, the terms have the following meanings:
A. Pronouns. The pronouns “I,” “me,” and “my” refer to each Borrower signing this Note, individually and together. “You” and “Your” refer to the Lender.
B. Note. Note refers to this document, and any extensions, renewals, modifications and substitutions of this Note.
C. Loan. Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared or submitted for this transaction such as applications, security agreements, disclosures or notes, and this Note.
D. Loan Documents. Loan Documents refer to all the documents executed as a part of or in connection with the Loan.
E. Property. Property is any property, real, personal or intangible, that secures my performance of the obligations of this Loan.
F. Percent. Rates and rate change limitations are expressed as annualized percentages.
2. PROMISE TO PAY. For value received, I promise to pay you or your order, at your address, or at such other location as you may designate, the principal sum of $1,500,000.00 (Principal) plus interest from March 31, 2009 on the unpaid Principal balance until this Note matures or this obligation is accelerated.
3. INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 7.250 percent (Interest Rate) until June 30, 2009, after which time it may change as described in the Variable Rate subsection.
A. Post-Maturity Interest. After maturity or acceleration, interest will accrue on the unpaid Principal balance of this Note at the variable Interest Rate in effect from time to time, plus an additional 2.000 percent, until paid in full.
B. Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this Note will be limited to the maximum lawful amount of interest allowed by state or federal law, whichever is greater. Amounts collected in excess of the maximum lawful amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to me.
C. Statutory Authority. The amount assessed or collected on this Note is authorized by the Kansas usury laws under Kan. Stat. Ann. § 16-207.
D. Accrual. Interest accrues using an Actual/360 days counting method.
E. Variable Rate. The Interest Rate may change during the term of this transaction.
(1) Index. Beginning with the first Change Date, the Interest Rate will be based on the following index: the weakly average yield on United States Treasury securities adjusted to a constant maturity of three years.
The Current Index is the most recent Index figure available on each Change Date. You do not guaranty by selecting this index, or the margin, that the Interest Rate on this Note will be the same rate you charge on any other loans or class of loans you make to me or other borrowers. If this Index is no longer available, you will substitute a similar Index. You will give me notice of your choice.
(2) Change Date. Each date on which the Interest Rate may change is called a Change Date. The Interest Rate may change June 30, 2009 and every 3 months thereafter.
(3) Calculation Of Change. On each Change Date you will calculate the Interest Rate, which will be the Current Index plus 8.000 percent. The result of this calculation will be rounded to the nearest .001 percent. Subject to any limitations, this will be the interest Rate until the next Change Date. The new Interest Rate will become affective on each Change Date. The Interest Rate and other charges on this Note will never exceed the highest rate or charge allowed by law for this Note.
(4) Effect Of Variable Rate. A change in the Interest Rate will have the following effect on the payments: The amount of scheduled payments and the amount of the final payment will change.
4. REMEDIAL CHARGES. In addition to interest or other finance charges, I agree that I will pay these additional fees based on my method and pattern of payment. Additional remedial charges may be described elsewhere in this Note.
A. Late Charge. If a payment is more than 10 days late, I will be charged 6.000 percent of the Amount of Payment. I will pay this late charge promptly but only once for each late payment.
5. GOVERNING AGREEMENT. This Note is further governed by the Commercial Loan Agreement executed between you and me as a part of this Loan, as modified, amended or supplemented. The Commercial Loan Agreement states the terms and conditions of this Note, including the terms and conditions under which the maturity of this Note may be accelerated. When I sign this Note, I represent to you that I have reviewed and am in compliance with the terms contained in the Commercial Loan Agreement.
6. PAYMENT. I agree to pay this Note in installments of accrued interest beginning September 30, 2009, and then on the last day of each 8 month period thereafter. I agree to pay the entire unpaid Principal and any accrued but unpaid interest on March 31, 2014.
Payments will be rounded to the nearest $.01. With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day will, instead, be made on the last day of such month.
Each payment I make on this Note will be applied first to any charges that I owe other than principal and finance, then to interest that is due, and finally to principal that is due. If you and I agree to a different application of payments, we will describe our agreement on this Note. You may change how payments are applied in your sole discretion without notice to me. The actual amount of my final payment will depend on my payment record.
7. PREPAYMENT. I may prepay this Loan in full or in part at any time. Any partial prepayment will not excuse any later scheduled payments until I pay in full.
8. LOAN PURPOSE. The purpose of this Loan is Cash Infusion to Working Capital.
9. ADDITIONAL TERMS. A) Additional payment Schedule: Borrower agrees to make 3 Level principal payments of $150,000 on the following dates: March 31, 2011, March 31, 2012, March 31, 2013. A final payment of the remaining principal balance is due on March 31, 2014. B) Borrower agrees to pay all Bank fees related to this loan transaction including but not limited to the following: Appraisal Fees, Title Insurance Fees, Attorney Fees, etc. C) Borrow further agrees to maintain and provide adequate insurance coverage on the property listed in the Mortgage & Security Agreement documents and provide the bank with proof of coverage with the Bank listed as the lien holder on these assets. D) Borrow and Lender acknowledge that this loan was closed and disbursed to a Cashier’s Check on March 31, 2009 as required by Borrower’s 8th Amendment of Credit Agreement with Commerce Bank, N.A., as agent. However, Lender will not release Cashier’s Check to Borrower or Commerce Bank, N.A. until Commerce Bank, N.A. provides Lender with a final, acceptable and executed intercreditor Agreement between Lender and Commerce Bank, N.A.
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MGP Ingredients, Inc. |
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Kansas Promissory Note |
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Initials |
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KS/4XXXDBALL00000000000156025033109N |
© 1996 Bankers Systems, Inc., St. Cloud, MN
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