|
(1)
|
the
rate of interest publicly announced or adopted by the Agent, on such date,
as its prime rate, or other designation in replacement of the prime rate
announced or adopted by the Agent on such date, it being understood that
such rate is only a reference rate, that it may fluctuate as frequently as
daily, and that it may not be the lowest rate offered by the Agent or any
Bank;
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|
(2)
|
the
Fed Funds Rate, on such date, plus one percent (1%);
or
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(3)
|
four
percent (4%).
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(1)
|
Excluded
GE Equipment Collateral; and
|
|
(2)
|
MGP's
equity interest in D.M. Ingredients
GmbH.
|
|
(6)
|
Liens
existing on the Closing Date and described on Schedule 5.1(m)
of this Agreement, and any renewals or refinancings
thereof, provided that (a) the Debt secured by such Liens is
limited to the Debt owing to the related creditor as described in Schedule
5.1(h), and any renewals or refinancings thereof, and (b) such Liens do
not encumber any Collateral (other than Collateral consisting of
Equipment, including proceeds thereof, with respect to which the Agent was
first granted a Lien pursuant to the Second
Amendment);
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(b)
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Second Amendment to Security
Agreement; UCC Amendments. A Second Amendment to
Security Agreement whereby the Collateral encumbered thereby is modified
to include the additional Collateral described in Section 6(a) of this
Amendment, together with related amendments to each Uniform Commercial
Code financing statement from each Borrower, as debtor, to the Agent, as
secured party;
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(c)
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Onaga, KS
Mortgage. A Kansas Mortgage, in executed and recordable
form, for MGP's property located in Onaga, Kansas,
and
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(d)
|
Other. Such
other documents, consents, agreements or other items as the Agent may
reasonably request.
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MGP
INGREDIENTS, INC.
|
|
MIDWEST
GRAIN PIPELINE, INC.
|
|
COMMERCE
BANK, N.A.,
|
|
as
Agent, Issuing Bank, Swingline Lender and a
Bank
|
|
BMO
CAPITAL MARKETS FINANCING, INC.,
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NATIONAL
CITY BANK,
|
(a)
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Capital
Expenditures
|
$____________
|
|
Compliance:
|
Is
line 1(a) equal to or
less
than $20,000,000?
|
[yes/no]
|
(a)
|
Adjusted
EBITDA (from line 6(j))
|
$____________
|
|
(b)
|
minus dividends by
MGP
|
$____________
|
|
(c)
|
minus federal, state
and local taxes
|
$____________
|
|
(d)
|
total
adjustments
|
$____________
|
|
(sum
of lines 2(b) and 2(c))
|
$____________
|
||
(e)
|
Modified
Adjusted EBITDA
|
$____________
|
|
(line
2(a) minus line
2(d))
|
|||
(f)
|
Fixed
Charges
|
$____________
|
|
(g)
|
ratio
of line 2(e) to line 2(f)
|
_____________to
1
|
|
Compliance: |
Is line 2(g) equal
to or
|
||
greater than 1.5 to 1? | [yes/no] |
(a)
|
current
assets
|
$____________
|
|
(b)
|
current
liabilities (including balance of
Revolving
Credit Loans and Swingline
Loans
if not otherwise a current liability)
|
$____________
|
|
(c)
|
line
3(a) minus line
3(b)
|
$____________
|
|
Compliance: |
Is line 3(c) equal
to or
|
||
greater
than $40,000,000?
|
[yes/no]
|
(a)
|
GAAP
net worth
|
$____________
|
|
(b)
|
minus
goodwill
|
$____________
|
|
(c)
|
minus intellectual
property intangibles
|
$____________
|
|
(d)
|
minus deferred
assets
|
$____________
|
|
(e)
|
[omitted]
|
||
(f)
|
minus amounts due from
affiliates
|
$____________
|
|
(g)
|
adjustments
(sum of lines 4(b) through
4(f))
|
$____________
|
|
(h)
|
Tangible
Net Worth
(line
4(a) minus line
4(g))
|
$____________
|
|
(i)
|
baseline
requirement
|
$135,000,000
|
|
(j)
|
plus 50% of cumulative
net income
(but
not loss) for fiscal quarters
ending
on or after 6/30/08
|
$____________
|
|
(k)
|
minus cumulative stock
purchases for
fiscal
quarters ending on or after 6/30/08
|
$_____________
|
|
(l)
|
required
Tangible Net Worth
(line
4(i) plus line
4(j) minus line
4(k))
|
$____________
|
|
Compliance:
|
Does
line 4(h) exceed
|
||
line
4(l)?
|
[yes/no] |
(a)
|
Senior
Funded Debt
|
$____________
|
|
(b)
|
Adjusted
EBITDA (line 6(j))
|
$____________
|
|
(c)
|
ratio
of line 5(a) to line 5(b)
|
_____________to
1
|
|
Compliance:
|
Is line 5(c) less
than or
|
||
equal
to 3.0 to 1?
|
[yes/no]
|
This Quarter
|
Last 4 Quarters
|
||
(a)
|
net
income
|
$____________
|
$____________
|
(b)
|
plus interest
expense
|
$____________
|
$____________
|
(c)
|
plus federal, state and
local taxes
|
$____________
|
$____________
|
(d)
|
plus depreciation and
amortization
|
$____________
|
$____________
|
|
|||
(e)
|
total
adjustments
|
|
|
|
(sum
of lines 6(b) through 6(d))
|
$____________
|
$____________
|
|
|||
(f)
|
EBITDA
|
|
|
|
(line
6(a) plus line
6(e))
|
$____________
|
$____________
|
|
|||
(g)
|
plus other non-cash
losses
|
$____________
|
$____________
|
(h)
|
minus other non-cash
gains
|
$____________
|
$____________
|
(i)
|
plus or minus extraordinary
items
|
$____________
|
$____________
|
|
|||
(j)
|
Adjusted
EBITDA
|
|
|
|
(line
6(f), plus line
6(g), minus
|
$____________
|
$____________
|
line
6(h), plus or
minus line
6(i))
|
|
|
Note:
|
If
the period ending above is not a fiscal quarter or fiscal year, the column
above entitled "This Quarter" shall be re-labeled "This Month" and the
column above entitled "Last 4 Quarters" shall be
omitted.
|
(a)
|
Adjusted
EBITDA (from line 6(j))
|
$____________
|
|
Compliance: |
Is line 7(a) equal
to or
greater
than the applicable
minimum
Adjusted EBITDA
set
forth in Section 6.3(f) of
the
Credit Agreement?
|
[yes/no]
|
(a)
|
GAAP
net worth
|
$____________
|
|
(b)
|
minus
goodwill
|
$____________
|
|
(c)
|
minus intellectual
property intangibles
|
$____________
|
|
(d)
|
minus deferred
assets
|
$____________
|
|
(e)
|
[omitted]
|
|
|
(f)
|
minus amounts due from
affiliates
|
$____________
|
|
(g)
|
adjustments
(sum of lines 8(b) through
8(f))
|
$____________
|
|
(h)
|
Tangible
Net Worth
|
$____________
|
|
|
(line
8(a) minus line
8(g))
|
|
|
|
Compliance: |
Is line 8(h) equal
to or
greater
than the applicable
minimum
Tangible Net
Worth
set forth in Section 6.3(g)
of
the Credit Agreement?
|
[yes/no] |
(a)
|
EBITDA
(from line 6(f))
|
$____________
|
(b)
|
plus or minus, as
applicable,
|
|
|
mark-to
market adjustments
|
$____________
|
(c)
|
adjusted
EBITDA
|
$____________
|
|
Compliance: |
Is line 9(c) equal
to or
|
|
greater than the applicable | |||
minimum adjusted EBITDA | |||
set forth in Section 6.3(h) | |||
of the Credit Agreement? | [yes/no] |