Exhibit 4.8.4
SUBORDINATION AGREEMENT
Cray Collateral means all collateral now or hereafter securing payment of the Subordinated Indebtedness, including all proceeds thereof.
Lien means any security interest, mortgage, deed of trust, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device, including the interest of each lessor under any capitalized lease and the interest of any bondsman under any payment or performance bond, in, of or on any assets or properties of a person, whether now owned or hereafter acquired and whether arising by agreement or operation of law.
Senior Collateral means all collateral now or hereafter securing payment of the Senior Lender Indebtedness, including all proceeds thereof.
Senior Lender Indebtedness is used herein in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of Ingredients to the Senior Lender, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement at any time entered into by the Ingredients with the Senior Lender, and whether Ingredients may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter becomes unenforceable.
Subordinated Indebtedness means all obligations arising under the Subordinated Note and each and every other debt, liability and obligation of every type and description which Ingredients may now or at any time hereafter owe to the Subordinated Creditor, whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or joint, several or joint and several.
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(d) Nothing contained herein will prevent Ingredients and Senior Lender from amending, modifying, restating and otherwise dealing with the Senior Lender Indebtedness in any manner Ingredients and Senior Lender deem necessary and/or desirable without notice to or consent of the Subordinated Creditor (the Modified Senior Lender Indebtedness). This Agreement shall remain fully applicable to such Modified Senior Lender Indebtedness and the Modified Senior Lender Indebtedness will be deemed the Senior Lender Indebtedness for all purposes hereunder.
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If to the Senior Lender:
Bank
of Atchison
Attention:
Telecopier:
If to the Subordinated Creditor:
Cloud Cray, Jr. Trust
20045 266th Road
Atchison, KS 66002
Attention:
Telecopier: ( )
or at such other address as may hereafter be designated in writing by that party. All such notices or other communications shall be deemed to have been given on (i) the date received if delivered personally, (ii) the date of posting if delivered by mail, or (iii) the date of transmission if delivered by telecopy.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Subordinated Creditor and the Senior Lender have executed this Agreement as of the date and year first above-written.
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CLOUD L. CRAY, JR. TRUST |
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under an agreement dated October 25, 1983 |
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By: |
/s/ Cloud L. Cray, Jr. TTEE |
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Name:Cloud L. Cray, Jr. |
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Its:Trustee |
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UNION STATE BANK OF EVEREST DBA |
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By: |
/s/ Jeff Caudle |
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Name: Jeff Caudle |
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Its: Vice President |
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Acknowledgment by Ingredients
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MGP INGREDIENTS, INC. |
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a Kansas corporation |
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By: |
/s/ Timothy W. Newkirk |
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Name Timothy W. Newkirk |
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Its:President & CEO |
STATE OF KANSAS |
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COUNTY OF ATCHISON |
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BE IT REMEMBERED, that on this 17th day of July, 2009, before me the undersigned, a Notary Public in and for said County and State, personally appearedTimothy W. newkirkto me personally known, who being by me duly sworn, did say that he is the President & CEO of MGP Ingredients, Inc., a Kansas corporation, that said instrument was signed on behalf of said corporation, and said Timothy W. Newkirk acknowledged said instrument to be the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at my office in Atchison, Kansas, the day and year last above written.
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/s/ Marta L. Myers |
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Notary Public in and for said County and State |
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Marta L. Myers |
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(Type, print or stamp the Notarys name.) |
My Commission Expires:
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STATE OF KANSAS |
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COUNTY OF ATCHISON |
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BE IT REMEMBERED, that on this 17th day of July, 2009, before me the undersigned, a Notary Public in and for said County and State, personally appeared Jeff Caudle, to me personally known, who being by me duly sworn, did say that he is the vice President of UNION STATE BANK OF EVEREST DBA BANK OF ATCHISON USB, that said instrument was signed on behalf of said corporation, and said Jeff Caudle acknowledged said instrument to be the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at my office in Atchison, Kansas, the day and year last above written.
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/s/ Marta L. Myers |
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Notary Public in and for said County and State |
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Marta L. Myers |
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(Type, print or stamp the Notarys name.) |
My Commission Expires:
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STATE OF KANSAS |
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COUNTY OF ATCHISON |
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BE IT REMEMBERED, that on this 17th day of July, 2009, before me the undersigned, a Notary Public in and for said County and State, personally appeared Cloud L. Cray, Jr., to me personally known, who being by me duly sworn, did say that he is the Trustee of the CLOUD L. CRAY, JR. TRUST, under an agreement dated October 25, 1983, that said instrument was signed on behalf of said Trust, and said Cloud L. Cray, Jr. acknowledged said instrument to be the free act and deed of saidTrust.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at my office in Atchison, Kansas, the day and year last above written.
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/s/Marta L. Myers |
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Notary Public in and for said County and State |
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Marta L. Myers |
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(Type, print or stamp the Notarys name.) |
My Commission Expires:
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Exhibit a
Legal Description of Atchison, Kansas Property
Mortgage from MGP ingredients, Inc. to Cloud L. Cray, Jr.
Parcel 1:
[Intentionally omitted]
Parcel 2:
[Intentionally omitted]
Parcel 3:
West Thirty-Five feet (35) of Lot Three (3), Block twenty and one-half(20½), in West Atchison, an addition to the City of Atchison.
Parcel 4:
the West Half of Lot two (2), in Block twenty and one-half(20½), in West Atchison, an addition to the City of Atchison.
Parcel 5:
Lot One (1) and the East Half of Lot two (2), in Block twenty and one-half(20½), in West Atchison, an addition to the City of Atchison.
Parcel 6:
the East Thirty-Eight and Three-Fourths feet (E38.75) of Lot Three (3), Block twenty and one-half(20½), in that part of the City of Atchison known and designated as West Atchison.
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Parcel 7:
the East one-half(E½) of Lot Four (4), Block twenty and one-half(20½) in West Atchison, an addition to the City of Atchison.
Parcel 8:
the West one-half(W½) of Lot Four (4), Block twenty and one-half(20½), in West Atchison, an addition to the City of Atchison.
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Parcel 9:
Lot Five (5) in Block twenty and one-half(20½), in West Atchison, an addition to the City of Atchison.
Parcel 10:
the South Thirty feet (30) of Lot six (6), Block twenty, West Atchison, an addition to the City of Atchison.
Parcel 11:
the North Ninety feet of Lot six, in Block twenty in West Atchison, an addition to the City of Atchison, Kansas, together with the West vacated Thirty feet of Roberts Street, which abut on the East of said North Ninety feet of Lot six.
Parcel 12:
the East (E) Forty (40) feet of Lot Seven (7), in Block twenty (Blk 20), in West Atchison (WA), an addition to the City of Atchison, Atchison County, Kansas.
Parcel 13:
the West Thirty-Three and Three-Fourths feet (33¾) of Lot Seven (7), the East Eleven and One-Fourth feet (11¼) of Lot Eight (8), Block twenty (20), West Atchison, an addition to the CITY of Atchison.
Parcel 14:
the East Thirty feet (30) of the West sixty-two and one-half feet (62½) of Lot Eight (8), Block twenty (20), West Atchison, an addition to the City of Atchison.
Parcel 15:
All of the West Thirty-two and one-half feet (32-½) of Lot Eight (8), Block twenty (20), West Atchison, an addition to the City of Atchison, Atchison County, Kansas.
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Parcel 16:
the East Forty-Seven feet (47) of Lot ten (10), Block twenty (20), West Atchison, an addition to the City of Atchison.
Parcel 17:
North Thirty feet (30) of the South sixty feet (60) of Lot six (6), Block twenty (20), West Atchison, an addition to the City of Atchison.
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Parcel 18:
the East Fifty-Eight feet (E 58) of Lot Eight (8), Block twenty and one-half(20-½), in West Atchison, an addition to the City of Atchison.
Parcel 19:
the East (E) Seventy-Three and One-Third (73 1/3 RD) feet of Lot Seven (LT 7), and the West (W) Fifty-two (52) feet of Lot Eight (LT 8), Block twenty and one-half(20 ½) in West Atchison, an addition to the City of Atchison, Atchison County, Kansas.
Parcel 20:
the East Three feet (E 3) and Nine inches (9) of Lot six (6) and the West Thirty-six feet (W 36) and Eight inches (8) of Lot Seven (7), all in Block twenty and one-half(20 ½) in West Atchison, an addition to the City of Atchison.
Parcel 21:
the West Eighty-Five feet (W 85) of Lot six (LT 6), in Block twenty and one-half(BLK 20 ½), in West Atchison, an addition to the City of Atchison.
Parcel 22:
Lot Eleven (LT 11) and the West (W) Thirty (30) feet of vacated Roberts Street, all in Block twenty (Blk 20), in West Atchison, an addition to the City of Atchison, Kansas.
Parcel 23:
Tract No. 1
Lots 1 to 16, both inclusive, Block 21½, West Atchison, an addition to the City of Atchison, Kansas, together with all adjacent tracts out of the streets and alleys adjoining said Lots heretofore acquired, by reversion, upon the vacation of said streets and alleys.
Tract No. 2
Lots 9, 10 and 11, Block 21, West Atchison, an addition to the City of Atchison, Kansas, and the West 30 feet of vacated Roberts Street East of and adjoining said Lot 11, except the following described tract:
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Beginning at a point 14 feet East of the Southeast corner of said Lot 11; thence East 16 feet to the center line of Roberts Street (now vacated); thence North along said center line 30 feet; thence southwesterly 34 feet to the point of beginning, together with all adjacent tracts out of the streets and alleys adjoining the tract above described heretofore acquired, by reversion, upon the vacation of said streets and alleys.
Tract No. 3
Lot 6, Block 21, West Atchison, an addition to the City of Atchison, Kansas, and the West 30 feet of vacated Roberts Street East of and adjoining said Lot, except the following described tract:
Beginning at the Northwest corner of said Lot 6; thence East along the North line of said Lot and the Easterly continuation thereof 100 feet; thence South 100 feet; thence West 100 feet to a point on the West line of said Lot 6; thence North 100 feet to the point of beginning. Together with all adjacent tracts out of the streets and alleys adjoining the tract above described heretofore acquired, by reversion, upon the vacation of said streets and alleys.
Tract No. 4
Lots 1 to 8, both inclusive, Block 50, L.C. Challiss Addition, an addition to the City of Atchison, Kansas, together with all adjacent tracts out of the streets and alleys adjoining said lots heretofore acquired, by reversion, upon the vacation of said streets and alleys.
Tract No. 5
All that part of Block 28, John Roberts Third Addition, now vacated, together with a portion of Utah Avenue adjacent thereto, now vacated, in West Atchison, an addition to the City of Atchison, Kansas, described as follows:
Beginning at the point on the South line of Utah Avenue (now vacated) approximately 165 feet West of the Northeast Corner of said Block 28, measured along the North line of said Block (said point being 9 feet Northwesterly of, measured at right angles to, the center line of the Missouri Pacific Railroad Co. Track No. 17-137); thence Southwesterly along a line making a Southwest angle of 54°14 with said North line of said Block 28 a distance of 70 feet to a point (said point being 9 feet Northwesterly of, measured at right angles to, the center line of said Track 17-137); thence Northwesterly at right angles to the last described course 10 feet to a point (said point being 9 feet Northwesterly of, measured at right angles to, the center line of the Missouri Pacific Railroad Co. Track No. 17-138); thence Southwesterly along a line turning an angle of 82°53 to the left of the last described course 80 feet to a point (said point being 9 feet Northwesterly of, measured at right angles to, the center line of said Track No. 17-138); thence Southwesterly along a line turning an angle of 10°03 to the right of the last described course 67.5 feet to a point
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(said point being 9 feet Northwesterly of, measured at right angles to, the center line of said Track No. 17-138); thence Southwesterly along a line turning an angle of 9°32 to the right of the last described course 67.5 feet to a point (said point being 9 feet Northwesterly of, measured at right angles to, the center line of said Track No. 17-138); thence Southwesterly along a line turning an angle of 5°32 to the right of the last described course 67.5 feet to a point (said point being 9 feet Northwesterly of, measured at right angles to, the center line of said Track No. 17-138); thence Southwesterly along a line turning an angle of 5° to the right of the last described course 136 feet, more or less, to a point on the West line of said Block 28 (said point being 9 feet Northwesterly of, measured at right angles to, the center line of said Track No. 17-138); thence Northwesterly along the West line of said Block 28 and the extension thereof 285 feet, more or less, to the center line of vacated Utah Avenue; thence East along the center line of vacated Utah Avenue 445 feet, thence Southwesterly along a line turning an angle of 114°18 to the right of the last described course 44.6 feet, more or less, to the point of beginning.
Parcel 24:
Lot 8, in Block 21, and that part of the City of Atchison usually known and designated as West Atchison, an Addition to the City of Atchison, Kansas, Atchison County, Kansas.
Parcel 25:
The North One Hundred feet (N 100) of Lot Seven (7), in Block twenty-One (21), in West Atchison, an Addition to the City of Atchison.
Parcel 26:
The South (S) Fifty (50) feet of Lot Seven (Lt 7), Block Twenty-One (Blk 21), in West Atchison (WA), an Addition to the City of Atchison, Atchison County, Kansas, according to the Recorded Plat Thereof.
Parcel 27:
The East Fifty-Six feet (56) of Lot Twenty (20), in Block Twenty-Two (22), in West Atchison, an Addition to the City of Atchison.
Parcel 28:
The East twenty-six feet ten inches (2610) of Lot Seventeen (17), Block Twenty-Two (22), West Atchison, an Addition to the City of Atchison.
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Parcel 29:
The North Eighty-Seven and one-half feet (N 87 1/2) of Lots One (1) and Two (2), in Block Twenty-Two (22), in West Atchison.
Parcel 30:
The South sixty-two and one-half feet (62½) of Lot One (1) and the South sixty-two and one-half feet (62½) of Lot Two (2), Except the West twenty-five feet (25) of said Lot Two (2), all in Block Twenty-Two (22), in West Atchison, an Addition to the City of Atchison.
Parcel 31:
[Intentionally omitted]
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Parcel 32:
[Intentionally Omitted]
Parcel 33:
Intentionally Omitted]
Parcel 34:
The South Fifty feet (S. 50) of Lots Thirty-six (36), Thirty-Seven (37), Thirty-Eight (38) and Thirty-Nine (39), in Block Thirty-Nine (39), in L.C. Challiss, an Addition to the City of Atchison.
Parcel 35
All of Lots Twenty-Five (25) and Twenty-Six (26) and the West 0.50 feet of Lot Twenty-Seven (27), in Block Forty (40), in L.C. Challiss Addition to the City of Atchison, Atchison County, Kansas.
Parcel 36:
The South 76 feet of Lots One (1) and Two (2), in Block Forty (40), in L.C. Challis Addition, an Addition to the City of Atchison, Atchison County, Kansas.
Parcel 37:
Lots Fifteen (15) and Sixteen (16), in Block Forty (40), L.C. Challiss Addition, an Addition to the City of Atchison.
Parcel 38:
Lot Seventeen (17), and the East Ten (10) feet of Lot Eighteen (18), Block Forty (40) in the L.C. Challis Addition to the City of Atchison.
Parcel 39:
Lot Nineteen (19) and the West Fifteen feet (W. 15) of Lot Eighteen (18), in Block Forty (40), in L.C. Challiss Addition to the City of Atchison.
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Parcel 40:
All of Lots 35 to 38 inclusive, in Block 40, L.C. Challiss Addition to the City of Atchison, Atchison County, Kansas, Except that part of the same that is South of the most Northwesterly right of way line of the Missouri Pacific Railroad Co. and running through said Lots in Block 40, L.C. Challiss Addition.
Parcel 41:
The South 76 feet of Lots One (1) and Two (2), in Block Forty (40), in L.C. Challis Addition, an Addition to the City of Atchison, Atchison County, Kansas.
Parcel 42:
All of Lots 39 and 40 of Block 40 of the L.C. Challis Addition to the City of Atchison, Atchison County, Kansas, and all those portions of Lots 31, 32, 33, 34, 35, 36, 37 and 38 of said Block 40 that Lie Southeasterly and Easterly of the Southeasterly line of that certain strip of land described in General Warranty Deed dated October 14, 1929, from Missouri Pacific Railroad Company to Pillsbury Flour Mills Company, identified in the Missouri Pacific Railroad Deed Records as Document No. 1600306 #3-2.
Also the North 30 feet of Lot 42 of Block 40 of the L.C. Challis Addition to the City of Atchison, Atchison County, Kansas.
Parcel 43:
Lots Five, Six, Seven, Eight, Nine and Ten (5, 6, 7, 8, 9 and 10), Block Forty-Three (43), in L.C. Challiss Addition to the City of Atchison, except that part thereof described as follows;
Commencing at the Southwest Corner of said Lot Ten (10), Block Forty-Three (43), L.C. Challiss Addition, thence East along the South line of Lots Ten (10) to Five (5), inclusive to the Southeast Corner of said Lot Five (5), Block Forty-Three (43), L.C. Challiss Addition, thence North along the East line of said Lot Five (5), a distance of Seventy-Five and six-tenths (75.6) feet, thence Southwest to the place of beginning. and all of Lots Eleven, Twelve, Thirteen, Fourteen and Fifteen (11, 12, 13, 14 and 15), Block Forty-Three (43), L.C. Challiss Addition to the City of Atchison.
Parcel 44:
Lots One (1) through Sixteen (16), inclusive, and Lot Twenty-Two (22), in Block Forty-Eight (48), in L.C. Challiss Addition to the City of Atchison, Atchison County, Kansas; and
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A Tract in the Southeast Quarter (SE ¼) of the Northwest Quarter (NW ¼) of Section One (1), Township Six (6), Range Twenty (20), described as follows:
Beginning at a point in the West line of Thirteenth Street in the City of Atchison, 320 feet Northwardly from the intersection of said West line with the East and West center line of said Section 1, thence Southwardly along said West line 15 feet more or less to a point in the Northwesterly line of a tract of land condemned by the City of Atchison pursuant to Ordinance No. 3966, Report of Condemnation being recorded in Book 234, Page 523, of the Register of Deeds Office for Atchison County, thence Southwestwardly along said Northwesterly line to a point in the prolongation Southerly of the East line of Fourteenth Street, thence Northwardly along said prolongation 390 more or less to an intersection with the Southeasterly line of property of the Atchison, Topeka and Santa Fe Railway Company, thence Northeastwardly along said Southeasterly line 610 feet more or less to a point in the West line of Thirteenth Street vacated Under Ordinance No. 3192 Dated May 24, 1915, thence Eastwardly by a straight line at right angles to said West line of Thirteenth Street 30 feet to the center line of said Thirteenth Street vacated, thence Southwardly along said center line 400 feet more or less to the Southerly line of that part of Thirteenth Street vacated under said Ordinance, thence Westwardly along said Southerly line 30 feet to the point of beginning, Containing 5.85 acres more or less.
Parcel 45:
Lots One and Two (1 & 2) and the North Sixty-Five feet (N 65) and the East Half (E ½) of the South Eighty-Five feet (S 85) of Lot Three (3) in Block Fifty-One (51), in L.C. Challiss Addition to the City of Atchison.
Parcel 46:
Lots Thirteen and Fourteen (Lts 13 & 14), Block Fifty-One (Blk 51), in L.C. Challiss Addition to the City of Atchison, Atchison County, Kansas.
Parcel 47:
All of Lots twenty Three (23) and twenty Four (24), in Block Fifty-One (51) in that part of the City of Atchison known and designated as L.C. Challiss Addition.
Parcel 48:
Lots Nineteen (19) , Twenty (20) , Twenty-One (21) and Twenty-Two (22), Block Fifty-One (51), L.C. Challiss Addition to the City of Atchison, Atchison County, Kansas.
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Parcel 49:
Lots Fifteen (15), sixteen (16), Seventeen (17) and Eighteen (18), Block Fifty-One (51) in L.C. Challiss Addition to the City of Atchison.
Parcel 50:
[Intentionally Omitted]
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