Exhibit 4.1
March 11,
2009
Via
E-Mail:
Commerce
Bank, N.A.
1000
Walnut St.
Kansas
City, MO
Attn: Craig
Buckley
Dear Mr.
Buckley,
This
letter is delivered to you in connection with (a) the Credit Agreement, dated as
of May 5, 2008, among MGP Ingredients, Inc. ("MGP"), Midwest Grain
Pipeline, Inc., Commerce Bank, N.A., as Agent, Issuing Bank and Swingline
Lender, and the Banks party thereto, as amended (as so amended, the "Credit Agreement"),
and (b) the letter, dated on or about the date hereof, from the Agent to O'Keefe
Wilson Abstract Company relating to the sale of the Empty Lots and Warehouse
property referred to therein (the "Closing
Letter"). Capitalized terms used and not defined in this
Letter have the meanings given to them in the Credit Agreement or the Closing
Letter.
The Borrowers (a) authorize and
irrevocably instruct the Closing Agent to disburse the Net Sale Proceeds to the
Agent as described in paragraph number 1 of the Closing Letter, (b) irrevocably
instruct the Agent to apply the Net Sale Proceeds as a prepayment under the
Credit Agreement, and (c) agree that, upon the Agent's receipt of Net Sale
Proceeds, the amount of the Borrowing Base under the Credit Agreement at any
time on or after the date thereof shall be deemed to be reduced by an amount
equal to the amount of the Net Sale Proceeds.
Very truly yours,
MGP INGREDIENTS, INC.
By: /s/ David E. Rindom
Name:
David E. Rindom
Title:
Vice President
MIDWEST GRAIN PIPELINE,
INC.
By: /s/ David E. Rindom
Name:David
Rindom
Title:
Vice President