Exhibit 4.1.9
CONSENT AND RELEASE
THIS CONSENT AND RELEASE, dated as of December 21, 2009 (this Release), between 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.
WITNESSETH:
WHEREAS, pursuant to that certain Credit and Security Agreement, dated as of July 21, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement; capitalized terms defined therein and used herein having the meanings given to them in the Credit Agreement), between the Borrower and the Lender, the Lender has agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
WHEREAS, pursuant to the Credit Agreement, the Borrower granted to the Lender a lien on and security interest in the Collateral of the Borrower, including without limitation all of the personal property assets of the Borrower set forth on Exhibit A attached hereto (the Flour Equipment) located in the Flour Mill at 1100 Main Street in Atchison, Kansas; and
WHEREAS, pursuant to that certain Asset Purchase Agreement dated as of approximately even date herewith, by and between Borrower and ConAgra Foods Food Ingredients Company, Inc., a Delaware corporation (ConAgra), ConAgra has agreed to purchase the Flour Equipment (the Flour Equipment Sale).
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter contained, it is hereby agreed as follows:
Bank Name: Wells Fargo Bank
Wire Routing Transit Number: 121000248
City, State: San Francisco, CA
Account Number: 4121928048
Title of Account: MGP Ingredients, Inc.
[Signatures follow on next page]
IN WITNESS WHEREOF, the parties hereto have executed this Release as of the date first written above.
WELLS FARGO BANK, |
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MGP INGREDIENTS, INC. |
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NATIONAL ASSOCIATION |
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a Kansas corporation |
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By: |
/s/ Becky A. Koehler |
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By: |
/s/ Timothy W. Newkirk |
Name: |
Becky A. Koehler |
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Name: |
Timothy W. Newkirk |
Title: |
Vice President |
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Title: |
President |
EXHIBIT A
Flour Equipment to be Released
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MGP Mill Equipment Removal List |
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Location |
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Equipment |
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Manufacture |
Elevator |
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Grain Probe |
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Apollo |
Elevator |
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Various Motors |
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Elevator |
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Grain Cleaner |
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Garnet |
Elevator |
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Misc Electrical Starters & Section |
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Mill |
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Hammermill 150 hp |
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Bliss |
Mill |
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Hammertec elbows |
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Mill |
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MTMA Cleaner\asp (3) |
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Buhler |
Mill |
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Destoner MTSB100 |
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Buhler |
Mill |
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Destoner MTSC 50 |
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Buhler |
Mill |
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Destoner MTSC 120/120 |
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Buhler |
Mill |
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Aspirator |
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Buhler |
Mill |
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Hammermill 50 hp |
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Bliss |
Mill |
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flowbalancer (1) |
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Buhler |
Mill |
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Rollstand |
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Sangati |
Mill |
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Misc rolls chills |
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Mill |
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Misc rolls mill parts |
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various |
Mill |
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Misc stream splitter |
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Kice |
Mill |
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Entoleters |
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Mill |
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Misc blowers |
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various |
Mill |
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Misc Pulleys |
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Mill |
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Misc Magnets |
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various |
Mill |
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Misc pneu slide gates |
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various |
Mill |
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Misc Fans |
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various |
Mill |
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misc Airlock\hoppers |
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various |
Mill |
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Misc Spouting\valves\elbows |
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Mill |
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Flour bin dischargers |
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Mill |
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Pneumatic ab-mill (30) splitters |
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Kice |
Mill |
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Fans pneu b-mill (3) |
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Kice |
mill |
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Misc auto Valves |
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Salina |
Mill |
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Sifter 6 section (2) |
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GW |
Mill |
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Sifter 4 section (1) |
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GW |
Mill |
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Rebolt 211 |
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GW |
Mill |
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Intensivesifter (6) |
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Buhler |
Mill |
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Rebolt 431 |
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GW |
Mill |
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Duster (6) |
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Buhler |
Mill |
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Rebolt 322/14 |
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GW |
Mill |
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Rebolt 321/8 |
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GW |
Mill |
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Extraction sifter |
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gw |
Mill |
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Misc Lift shoes |
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Kice |
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MGP Mill Equipment Removal List |
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Location |
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Equipment |
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Manufacture |
Mill |
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Vac system |
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Hoffman |
Mill |
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RJ filter conversion |
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Kice |
Mill |
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blendvane feeders |
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Salina |
Mill |
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Multi aspirator |
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Kice |
Mill |
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Misc PLC Equipment |
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AB |
Mill |
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Misc Spare parts |
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various |
Mill |
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Misc Motors |
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various |
Mill |
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Air dryer & tank |
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Mill |
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Fork Lift & charger |
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Mill |
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Boiler electric Dewey shepard |
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Mill |
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Electrical Starters & Section |
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Allen Bradley |
Mill |
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Vacuum |
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Kice |
Mill |
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Freight elevator |
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