Exhibit 4.8.7
MORTGAGEE’S
CONSENT
To induce Wells Fargo Bank, National Association (“Wells Fargo”), to
extend credit and other financial accommodations to or for the benefit of MGP
Ingredients, Inc., a Kansas corporation (“Company”), secured by Company’s
accounts, chattel paper, commercial tort claims, deposit accounts, documents,
equipment, farm products, general intangibles, instruments, inventory,
investment property, letter-of-credit rights, letters of credit, money and any
other personal property (collectively, the “Collateral”), and for other good
and valuable consideration, Cloud L. Cray, Jr. Trust, under an agreement
dated October 25, 2983, (“Mortgagee”), hereby certifies and agrees for the
benefit of the Wells Fargo as follows:
1. Premises; Mortgage.
Mortgagee holds a mortgage lien on certain premises (the “Premises”) located in
Atchison County, Kansas and described in Exhibit A attached hereto,
pursuant to a mortgage (the “Mortgage”), a true, correct and complete copy of
which is attached hereto as Exhibit B. The Mortgage is in full force and
effect and Company is not in default of any provision of the Mortgage.
2. Subordination.
Mortgagee’s interest in the Collateral is subject to a Subordination Agreement
dated July 16, 2009 between Wells Fargo and Mortgagee.
3. Notices to Wells
Fargo. Mortgagee shall promptly notify Wells Fargo as provided herein of
each of the following events:
(a) any notice which Mortgagee may give to Company regarding
any breach of the Mortgage, or any termination of Company’s rights to use,
lease or possess the Premises;
(b) any legal action which Mortgagee may commence to foreclose
Company’s interests in the Premises or to appoint a receiver for the Premises;
(c) any agreement or proposal for Company to voluntarily convey
to Mortgagee title to all or any portion of the Premises; and
(d) Mortgagee, or any receiver or agent on its behalf,
acquires possession of the Premises through foreclosure, voluntary conveyance
by Company, court order or otherwise.
All
notices to Wells Fargo shall be deemed given when received by Wells Fargo at:
1
Wells Fargo Bank, National Association
MAC N9312-040
109 South 7th Street, 4th Floor
Minneapolis, MN 55402
Attention: Becky A. Koehler
4. Wells Fargo’s
Right to Occupy Premises. Mortgagee hereby grants Wells Fargo the right to
take and remain in possession of the Premises for purposes of holding,
processing, manufacturing, selling, using, storing, liquidating, realizing upon
or otherwise disposing of the Collateral, and for related and incidental
purposes, for up to 105 days from and after the date on which Mortgagee, or any
receiver or agent on its behalf, acquires possession of the Premises through
foreclosure, voluntary conveyance, court order or otherwise. Mortgagee
acknowledges that Wells Fargo shall not be liable for any diminution in value
of the Premises during the period of time in which Wells Fargo has physical
possession of the Premises.
5. Miscellaneous.
This Disclaimer and Consent shall be governed by and construed in accordance
with the substantive laws (other than conflict laws) of the State of Minnesota.
This Disclaimer and Consent may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one
instrument. No failure on the part of Wells Fargo to exercise, and no delay in
exercising any right, power or remedy hereunder shall operate as a waiver of
such right, power or remedy; nor shall any single or partial exercise of any
right, power or remedy hereunder preclude any other or further exercise of such
right, power or remedy or the exercise of any other right, power or remedy.
This Disclaimer and Consent expresses completely, exclusively and finally all
the agreements, conditions and covenants of the parties and does not need
evidence (written or oral) of prior, contemporaneous or subsequent statements
or representations (express or implied) to reflect the intentions of the
parties. This Disclaimer and Consent may not be supplemented or modified except
in writing. This Disclaimer and Consent inures to the benefit of Wells Fargo
and its participants, successors, and assigns, and binds Mortgagee and its
respective successors and assigns. Mortgagee will notify any successor or
assign of the terms of this Disclaimer and Consent. This Disclaimer and Consent
does not imply a commitment to lend and shall be binding as long as any credit
facility remains outstanding, or any obligations of Company to Wells Fargo
remain outstanding or are subject to being set aside, recovered, rescinded or
required to be returned for any reason. THE
PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON
OR PERTAINING TO THIS DISCLAIMER AND CONSENT.
2
IN WITNESS WHEREOF, the undersigned has caused this document to be
executed by its respective officer thereunto duly authorized, as of the date
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:
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/s/
Cloud L. Cray, Jr., Ttee
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Name:
Cloud L. Cray, Jr.
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Title:
Trustee
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This
instrument was drafted by:
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STATE
OF KANSAS
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)
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COUNTY
OF ATCHISON
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)
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The foregoing instrument was acknowledged before me this 15th day of July, 2009, by Cloud L. Cray, Jr.,
the trustee of Cloud L. Cray, Jr. Trust, a
,
on behalf of said
..
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NOTARY
PUBLIC - State of Kansas
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/s/
Marta L. Myers
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MARTA L.
MYERS
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My Appt.
Exp. 01/03/2010
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Notary Public
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(Signature page to Mortgagee’s
Disclaimer and Consent)