REAFFIRMATION OF LOAN DOCUMENTS
AND
AMENDMENT NO. 2 TO GUARANTY AND SECURITY AGREEMENT
March 21, 2016
Reference is made to the Third Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the "Credit Agreement"), by and among the lenders identified on the signature pages thereto (each of such lenders, together with their respective successors and permitted assigns, a "Lender" and, collectively, the "Lenders"), Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), MGP Ingredients, Inc., a Kansas corporation ("Parent"), MGPI Processing, Inc., a Kansas corporation ("MGPI Processing"), MGPI Pipeline, Inc., a Kansas corporation ("MGPI Pipeline"), and MGPI of Indiana, LLC, a Delaware limited liability company ("MGPI Indiana"; and together with MGPI Processing and MGPI Pipeline, "Borrowers"). All capitalized terms used but not defined in this document (including on Schedule I attached hereto) shall have the meaning ascribed to such terms in the Credit Agreement.
1.Reaffirmation. To induce the Lenders and Agent to enter into the Credit Agreement, each of the undersigned hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party (including, without limitation, the Loan Documents identified on Schedule I attached hereto), including, without limitation, any grant, pledge or assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (collectively, the "Reaffirmed Documents").
2.    Amendments to Guaranty and Security Agreement. The Guaranty and Security Agreement is hereby amended as follows:
(a)    The definition of "Triggering Event" set forth in Section 1(a) of the Guaranty and Security Agreement is hereby amended and restated in its entirety as follows:
"Triggering Event" means, as of any date of determination, that (A) an Event of Default has occurred as of such date, or (B) Excess Availability is less than 12.5% of the Total Facility Amount as of such date.
(b)    The schedules to the Guaranty and Security Agreement are hereby amended and restated in their entirety as set forth on the schedules attached behind Schedule II hereto.
3.    Representations and Warranties. To induce Agent and Lenders to enter into the Credit Agreement, each of the undersigned represents and warrants to Agent and Lenders that the execution, delivery and performance of this Reaffirmation of Loan Documents (this "Reaffirmation") has been duly authorized by all requisite limited liability company action on

7543873v4 3/21/2016 9:52 AM    1989.330


the part of each of the undersigned, this Reaffirmation has been duly executed and delivered by each of the undersigned and this Reaffirmation constitutes a legal, valid and binding agreement of each of the undersigned, enforceable against each of the undersigned in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general equitable principles.
4.    References. Each of the undersigned agrees that the Reaffirmed Documents to which it is a party shall remain in full force and effect following the execution and delivery of the Credit Agreement and that all references in any of the Reaffirmed Documents to the "Credit Agreement" shall be deemed to refer to the Amended and Restated Credit Agreement.
5.    Scope. Except as set forth in the immediately preceding paragraph, and except as otherwise expressly amended on the date hereof, each of the Reaffirmed Documents shall remain in full force and effect.
6.    Governing Law; JURY TRIAL WAIVER. Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated herein by reference.
7.    Counterparts. This Reaffirmation may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Reaffirmation. Delivery of an executed counterpart of this Reaffirmation by telefacsimile or other electronic method of transmission (including “.pdf”) shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation. Any party delivering an executed counterpart of this Reaffirmation by telefacsimile or other electronic method of transmission (including “.pdf”) also shall deliver an original executed counterpart of this Reaffirmation but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation.

[signature pages follow]

- 2 -


This Reaffirmation of Loan Documents and Amendment to Guaranty and Security Agreement is dated as of the date first set forth above.

MGP INGREDIENTS, INC. 

 
By: _______________________________________________
Name: _____________________________________________
Title: ______________________________________________
MGPI PROCESSING, INC. 


By: _______________________________________________
Name: _____________________________________________
Title: ______________________________________________
 
MGPI PIPELINE, INC. 


By: _______________________________________________
Name: _____________________________________________
Title: ______________________________________________
     
MGPI OF INDIANA, LLC 


By: _______________________________________________
Name: _____________________________________________
Title: ______________________________________________
    
THUNDERBIRD REAL ESTATE HOLDINGS, LLC 


By: _______________________________________________
Name: _____________________________________________
Title: ______________________________________________
     


Signature Page to Reaffirmation of Loan Documents and Amendment No. 2 to Guaranty and Security Agreement
(Third Amended and Restated Credit Agreement)



Acknowledged and agreed to as of
the date hereof: 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent  


By: _________________________________
Name: _______________________________
Title: ________________________________



Signature Page to Reaffirmation of Loan Documents and Amendment No. 2 to Guaranty and Security Agreement
(Third Amended and Restated Credit Agreement)



Schedule I
Reaffirmed Documents
(each dated as of November 2, 2012 and as
amended, supplemented or modified through, and
in effect as of, the date hereof, unless otherwise indicated)
1)Amended and Restated Guaranty and Security Agreement executed by the Loan Parties in favor of Agent.
2)Assignment of Business Interruption Insurance Policy as Collateral Security executed by Borrowers and Parent in favor of Agent.
3)Amended and Restated Environmental Indemnity Agreement executed by Borrowers in favor of Agent.
4)Intercompany Subordination Agreement executed by the Loan Parties and Agent.
5)Amended and Restated Intercreditor Agreement by and between Agent and Union State Bank of Everest, d/b/a Bank of Atchison, and acknowledged by MGPI Processing, Inc.
6)Amended and Restated Bond Pledge and Security Agreement by and among MGPI Processing, Inc., Commerce Bank, N.A., and Agent.
7)Deposit Account Control Agreement (Access Restricted after Notice) dated as of November 29, 2012 by and among Wells Fargo Bank, National Association, as Bank, Wells Fargo Bank, National Association, as Secured Party and MGPI Processing, Inc.
8)Deposit Account Control Agreement (Access Restricted Immediately – ZBA Transfers) dated as of November 29, 2012 by and among Wells Fargo Bank, National Association, as Bank, Wells Fargo Bank, National Association, as Secured Party and MGPI Processing, Inc.
9)Amended and Restated Patent Security Agreement by and between MGPI Processing, Inc. and Agent.
10)Trademark Security Agreement by and between MGPI Processing, Inc. and Agent.
11)Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of November 27, 2013 made by MGPI Processing, Inc. in favor of Agent and recorded on December 8, 2014, in Book 625, Page 937 of the real property records of the Office of the Register of Deeds, Atchison County, Kansas and recorded on December 15, 2014 in the Office of the Register of Deeds of Wyandotte County, Kansas as Document No. 2014R-15947.

Schedule I – Page 1


12)Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of February 15, 2010 made by MGPI Processing, Inc. in favor of Agent and recorded on March 16, 2010, in Book 582, Page 552 of the real property records of the Office of the Register of Deeds, Atchison County, Kansas.
13)Real Property Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of February 27, 2015 made by MGPI of Indiana, LLC in favor of Agent and recorded on April 15, 2015 in the real property Dearborn County, Indiana as Document No.2015002032.

Schedule I – Page 2


Schedule II
[See attached Schedules to Guaranty and Security Agreement]





SCHEDULE 1
COMMERCIAL TORT CLAIMS
 
None.



CORE/3001926.0002/117558850.3


SCHEDULE 2
COPYRIGHTS

None.



CORE/3001926.0002/117558850.3


SCHEDULE 3
INTELLECTUAL PROPERTY LICENSES

LICENSEE
LICENSOR
COUNTRY/STATE
REGISTRATION/ APPLICATION NUMBER, IF ANY
DESCRIPTION
MGPI Processing, Inc.
Kansas State University Research Foundation
Australia and International
5,855,946 and 6,299,907
Plant Based Starches
DM Ingredients GmbH
MGPI Processing, Inc.
EU and specified countries
 
Exclusive license to make food products made with Wheatex technology and a nonexclusive license to sell outside the territory. Also granted license for use of Trutex trade mark in offering the products
Crespel & Dieters GmbH & Co. KG
MGPI Processing, Inc.
 
 
Upon the dissolution of GmbH, the licensee will have rights with respect to the Wheatex technology and Trutex Trademark
Cargill
MGPI Processing, Inc.
Australia
5,855,946
Production and Marketing of a resistant starch call Fibersym® HA
National Starch and Chemical Company
MGPI Processing, Inc.
USA; Australia; and New Zealand
 
Make high amylase maize resistant starch products using licensed technology in the US for sale outside the US; exclusive right to make and sell such products in New Zealand and Australia; nonexclusive right to make and sell the product in the EU; and exclusive right to make and sell the product in the rest of the world (excluding US, EU, Australia and New Zealand)



CORE/3001926.0002/117558850.3


SCHEDULE 4
PATENTS

UNITED STATES PATENTS:
Registrations:
OWNER
REGISTRATION NUMBER
DESCRIPTION
MGPI Processing, Inc.
5747648
MODIFIED WHEAT GLUTENS AND USE THEREOF IN FABRICATION OF FILMS
MGPI Processing, Inc.
5965708
MODIFIED WHEAT GLUTENS AND USE THEREOF IN FABRICATION OF FILMS
MGPI Processing, Inc.
5977312
MODIFIED WHEAT GLUTENS AND USE THEREOF IN FABRICATION OF FILMS
MGPI Processing, Inc.
5665152
BIODEGRADABLE GRAIN PROTEIN-BASED SOLID ARTICLES
MGPI Processing, Inc.
6517625
PROTEIN STARCH PAPER
MGPI Processing, Inc.
6605367
PROTEIN STARCH PAPER
MGPI Processing, Inc.;
Desert Whale Jojoba
Company, Inc.
6552171
HYDROLYZED JOJOBA PROTEIN AND USES THEREOF
MGPI Processing, Inc.;
Desert Whale Jojoba
Company, Inc.
6800736
HYDROLYZED JOJOBA PROTEIN AND USES THEREOF
MGPI Processing, Inc.;
Desert Whale Jojoba
Company, Inc.
6649177
HYDROLYZED JOJOBA PROTEIN AND USES THEREOF
MGPI Processing, Inc.
7534459
PROCESS FOR PREPARING HYBRID PROTEINS
MGPI Processing, Inc.
6809197
EMULSION STABILIZING STARCH PRODUCTS
MGPI Processing, Inc.
7166305
POLYVALENT METAL-SUBSTITUTED STARCH PRODUCTS
MGPI Processing, Inc.
7989592
PROCESS FOR PREPARING HYBRID PROTEINS
MGPI Processing, Inc.
8309152
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING


CORE/3001926.0002/117558850.3


Applications:
OWNER
APPLICATION NUMBER
DESCRIPTION
MGPI Processing, Inc.
12/785,169
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
11/115,441
EXPANDED PRODUCTS WITH HIGH PROTEIN CONTENT
MGPI Processing, Inc.
14/256,243
EXPANDED PRODUCTS WITH HIGH PROTEIN CONTENT
MGPI Processing, Inc.
11/294,314
PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF
MGPI Processing, Inc.
11/146,623
MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME
MGPI Processing, Inc.
11/146,671
REVERSIBLY SWELLABLE GRANULAR STARCH-LIPID COMPOSITES AND METHODS OF MAKING THE SAME
MGPI Processing, Inc.
11/830507
HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS
MGPI Processing, Inc.
12/580755
RESISTANT STARCH-HYDROCOLLOID BLENDS AND USES THEREOF
MGPI Processing, Inc.
11/689620
RESISTANT STARCH-HYDROCOLLOID BLENDS AND USES THEREOF
MGPI Processing, Inc.
13/673,641
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING
MGP Ingredients, Inc.
13/915200
HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS
MGPI Processing, Inc. and Pittsburg State University
14/516414
PRODUCTION OF POLYOLS USING DISTILLERS GRAINS AND PROTEINS AND LIGNIN EXTRACTED FROM DISTILLERS
MGPI Processing, Inc. and Pittsburg State University
13/757179
PRODUCTION OF POLYOLS USING DISTILLERS GRAINS AND PROTEINS AND LIGNIN EXTRACTED FROM DISTILLERS
MGPI Processing, Inc.
11/585369
THERMOTOLERANT STARCH-POLYESTER COMPOSITES AND METHODS OF MAKING SAME
MGPI Processing, Inc.
8802754 11/339367
STARCH-PLASTIC COMPOSITE RESINS AND PROFILES MADE BY EXTRUSION
MGPI Processing, Inc.
6716599
METHOD OF PREPARING HYDROLYZED JOJOBA PROTEIN






CORE/3001926.0002/117558850.3


OTHER PATENTS:
Registrations:
OWNER
REGISTRATION NUMBER
COUNTRY/STATE
DESCRIPTION
MGPI Processing, Inc.
1758461
GB
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING
MGPI Processing, Inc.
1758461
LU
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING
MGPI Processing, Inc.
1758461
MC
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING
MGPI Processing, Inc.
1758461
CH
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING
MGPI Processing, Inc.
1758461
IE
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING
MGPI Processing, Inc.
1758461
FR
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING
MGPI Processing, Inc.
1758461
DE
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING
MGPI Processing, Inc.
2532285
CA
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
1648237
SI
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
1648237
DE
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
1648237
FR
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
1648237
IE
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
1648237
SE
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
1648237
CH
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
1648237
LU
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

CORE/3001926.0002/117558850.3


OWNER
REGISTRATION NUMBER
COUNTRY/STATE
DESCRIPTION
MGPI Processing, Inc.
1648237
MC
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
1648237
NL
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
1648237
DK
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
1648237
GB
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
2004253169
Australia
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
MGPI Processing, Inc.
2005267599
Australia
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING
MGPI Processing, Inc.
1643841
DE
HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS
MGPI Processing, Inc.
1643841
FR
HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS
MGPI Processing, Inc.
1643841
GB
HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS
MGPI Processing, Inc.
3866289
JP
BIODEGRADABLE, GRAIN PROTEIN-BASED ARTICLES AND FORMING
MGPI Processing, Inc.
4229236
JP
Hydrolyzed Protein and Uses Thereof
MGPI Processing, Inc.
4839213
JP
High-Protein, Low-Carbohydrate Bakery Products
MGPI Processing, Inc.
5238495
JP
MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME
MGPI Processing, Inc.
1888650
Europe
MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME
MGPI Processing, Inc.
602006033350.1
DE
MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME
MGPI Processing, Inc.
1888650
GB
MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME

CORE/3001926.0002/117558850.3


OWNER
REGISTRATION NUMBER
COUNTRY/STATE
DESCRIPTION
MGPI Processing, Inc.
2006254932
Australia
MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME


CORE/3001926.0002/117558850.3


Applications:

OWNER
APPLICATION NUMBER
COUNTRY/STATE
DESCRIPTION
MGPI Processing, Inc.
2011124186
JP
COMPOSITION AND METHOD FOR MAKING HIGH-PROTEIN AND LOW-CARBOHYDRATE FOOD PRODUCTS
MGPI Processing, Inc.
2011164823
Japan
MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME
MGPI Processing, Inc.
2007275271
Australia
PROCESS FOR PREPARING HYBRID PROTEINS
MGPI Processing, Inc.
2661310
Canada
PROCESS FOR PREPARING HYBRID PROTEINS
MGPI Processing, Inc.
7813110.9
Europe
PROCESS FOR PREPARING HYBRID PROTEINS
MGPI Processing, Inc.
2009-521909
Japan
PROCESS FOR PREPARING HYBRID PROTEINS
MGPI Processing, Inc.
2 611431
Canada
MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME
MGPI Processing, Inc.
2007 556375
Japan
PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF
MGPI Processing, Inc.
6720893.4
Europe
PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF
MGPI Processing, Inc.
2598089
Canada
PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF
MGPI Processing, Inc.
2006214040
Australia
PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF
MGPI Processing, Inc.
2570902
Canada
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING
MGPI Processing, Inc.
2005 267599
Australia
WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING
MGPI Processing, Inc.
2006 520157
Japan
HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS
 


CORE/3001926.0002/117558850.3


SCHEDULE 5
PLEDGED COMPANIES


Name of Grantor
Name of Pledged Company
Number of Share Units
Class of Interests
Percentage of Class Owned
Percentage Of Class Pledged
Certificate Nos.
MGP Ingredients, Inc.
MGPI Processing, Inc.
1,000
Common
100%
100%
Cl
MGP Ingredients, Inc.
MGPI Processing, Inc.
10
Preferred
100%
100%
P1
MGP Ingredients, Inc.
MGPI Pipeline, Inc.
5,000
Common
100%
100%
C2
MGP Ingredients, Inc.
MGPI of Indiana, LLC
n/a
n/a
100%
100%
n/a
MGPI Processing, Inc.
Thunderbird Real Estate Holdings, LLC
n/a
n/a
100%
100%
n/a
MGPI Processing, Inc.
Illinois Corn Processing, LLC
n/a
n/a
30%
30%
n/a
 


CORE/3001926.0002/117558850.3


SCHEDULE 6
TRADEMARKS

Registrations:
OWNER
REGISTRATION
NUMBER
TRADEMARK
MGPI Processing, Inc.
2,681,958
ARISE
MGPI Processing, Inc.
3,259,490
FIBERRITE
MGPI Processing, Inc.
3,143,069
FIBERSYM
MGPI Processing, Inc.
3,086,500
FIBERSYM and Design
(highly stylized S)
MGPI Processing, Inc.
2,083,385
FOAM PRO
MGPI Processing, Inc.
3,032,619
MGP INGREDIENTS
MGPI Processing, Inc.
3,020,190
MGP INGREDIENTS, INC.
and Design
MGPI Processing, Inc.
2,926,087
MIDWEST GRAIN
PRODUCTS
MGPI Processing, Inc.
4472546
OPTEIN
MGPI Processing, Inc.
4556537
TRUTEX
MGPI Processing, Inc.
2,076,023
WHEATEX
MGPI Processing, Inc.
3,450,542
WHEATEX (word mark)


CORE/3001926.0002/117558850.3


Applications:
OWNER
APPLICATION NUMBER
TRADEMARK
MGPI of Indiana, LLC
85783212
DUMA'S HAMMER
MGPI of Indiana, LLC
85777793
CLOUD'S BATCH '41 CLOUD
L. CRAY SNR
MGPI of Indiana, LLC
85777791
CLOUD'S BATCH '41
MGPI of Indiana, LLC
85743480
TANNERS CREEK
MGPI of Indiana, LLC
85725079
1729 LONDON GIN
MGPI of Indiana, LLC
85725074
B UR BN
MGPI Processing, Inc.
86603719
Till Vodka
MGPI Processing, Inc.
86603204
TILL WHEAT VODKA
MGPI Processing, Inc.
86603198
TILL KANSAS WHEAT VODKA
MGPI Processing, Inc.
86603185
TILL KANSAS ESTATE WHEAT VODKA
MGPI Processing, Inc.
86603179
TILL AMERICAN WHEAT VODKA
MGPI Processing, Inc.
86603172
TILL WHEAT GIN
MGPI Processing, Inc.
86749823
TILL
MGPI Processing, Inc.
86749821
TILL DISTILLING COMPANY
MGPI Processing, Inc.
86822944
TILL and Design
MGPI Processing, Inc.
86822946
Till Bottle Design
MGPI of Indiana, LLC
86603161
MERIWETHER GIN
MGPI of Indiana, LLC
86603150
MERIWETHER LEWIS GIN
MGPI of Indiana, LLC
86794384
ROSSVILLE DISTILLERY
MGPI of Indiana, LLC
86651279
LDI
MGPI of Indiana, LLC
86651282
LAWRENCEBURG DISTILLERS INDIANA
 

CORE/3001926.0002/117558850.3


OTHER TRADEMARKS:
Registrations:
OWNER
REGISTRATION NUMBER
COUNTRY/STATE
TRADEMARK
MGPI Processing, Inc.
2,681,958
International Class 30
ARISE
MGPI Processing, Inc.
3,259,490
International Class 30
FIBERRITE
MGPI Processing, Inc.
3,143,069
International Class 30
FIBERSYM
MGPI Processing, Inc.
3,086,500
International Class 30
FIBERSYM and Design
(highly stylized S)
MGPI Processing, Inc.
2,083,385
International Class 1
FOAM PRO
MGPI Processing, Inc.
3,032,619
International Class l and 31
MGP INGREDIENTS
MGPI Processing, Inc.
3,020,190
International Class 1 and 31
MGP INGREDIENTS,
INC. and Design
MGPI Processing, Inc.
2,926,087
International Class 42
MIDWEST GRAIN
PRODUCTS
MGPI Processing, Inc.
2,076,023
International Class 30
WHEATEX
MGPI Processing, Inc.
3,450,542
International Class 29
WHEATEX

Applications: None
 


CORE/3001926.0002/117558850.3


SCHEDULE 7
NAME; CHIEF EXECUTIVE OFFICE; TAX IDENTIFICATION NUMBERS AND ORGANIZATIONAL NUMBERS

Legal Name
Chief Executive Office
Organizational Number
Federal Taxpayer Identification Number
MGP Ingredients, Inc.
100 Commercial Street
Atchison, Kansas
KS - 4554606
45-4082531
MGPI Processing, Inc.
100 Commercial Street Atchison, Kansas
KS - 083220
48-0531200
MGPI Pipeline, Inc.
100 Commercial Street Atchison, Kansas
KS - 1569474
48-1076698
MGPI of Indiana, LLC
100 Commercial Street Atchison, Kansas
DE - 4527045
26-2330535
Thunderbird Real Estate Holdings, LLC
100 Commercial Street Atchison, Kansas
DE - 5517956
46-5428467
 

 


CORE/3001926.0002/117558850.3


SCHEDULE 8
OWNED REAL PROPERTY

1100 Main, Atchison, Kansas
1200 Main, Atchison, Kansas
1300 Main, Atchison, Kansas
101 Commercial Street, Atchison, Kansas
16 Kansas Avenue, Kansas City, Kansas
7 Ridge Avenue, Lawrenceburg, Indiana
 


CORE/3001926.0002/117558850.3


SCHEDULE 9
DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS


MGP Ingredients, Inc.
Wells Fargo Bank, N.A.
Account No. **********
MGP Ingredients, Inc.
Wells Faro Bank, N.A.
Operating Account No. **********
 


CORE/3001926.0002/117558850.3


SCHEDULE 11
LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS


Grantor
Jurisdictions
MGP Ingredients, Inc.
Kansas Secretary of State
MGPI Processing, Inc.
Kansas Secretary of State
MGPI Pipeline, Inc.
Kansas Secretary of State
MGPI of Indiana, LLC
Delaware Secretary of State
MGPI Processing, Inc.
Atchison County, Kansas Register of Deeds
MGPI Processing, Inc.
Potawatomie County, Kansas Register of Deeds
MGPI of Indiana, LLC
Dearborn County, Indiana Recorder
Thunderbird Real Estate Holdings, LLC
Delaware Secretary of State
 
 




CORE/3001926.0002/117558850.3


SCHEDULE 12
MOTOR VEHICLES

MGPI Processing, Inc. Motor Vehicles
DESCRIPTION
VIN #
1969 Chevrolet
CS539P869050
2003 Chevrolet S10 Pickup
1GCCS14H138141050
2003 Chevrolet LD 3500
1GBJC34U13E228143
2001 Dodge 3500
3B6MF36WX1M275360
1999 Chevrolet 2500
1GBGC24R0XF065694
2006 Chevrolet Uplander
1GNDV23L06D190251
2009 Dodge Ram 1500
1D3HB16PX9J516677
1991 Trailer
1PT01ARH5M9001559
1991 Trailer
1PT01ARH1M9001560
1991 Trailer
1PT01ARH3M9001561
 
MGPI of Indiana, LLC Motor Vehicles:
DESCRIPTION
VIN #
2005 DODGE PICKUP TRUCK
3D7KS28C85G797314
1996 GRAND MARQUIS
2MELM74W4TX658773
2008 FORD EXPLORER
1FMEU74E18UA93796
1991 CHEVY STAKE TRUCK
1GBKC34N5NJ101371
2003 CAPACITY
4LMDF71333LD013960
OTR TRAILERS
 
1988 FRUEHAUF
1H2V0452XJBO29509
1989 GREAT DANE
1GRAA9027LBO31901
1989 GREAT DANE
1GRAA9020LB031903
1989 GREAT DANE
1GRAA902XLB031908
1990 GREAT DANE
1GRAA9028LB031907
1989 GREAT DANE
1GRAA90242LB031905
1990 STOUGHTON GVW-485T-S-Z
1DW1A4826LS693108
FLATBED TRAILERS
 
1987 TRANSCRAFT 45 FT.
1TTF45208H1029068
1985 TRANSCRAFT
1TTF45208F1026314
SPECIAL
EQUIPMENT
VIN #
1996 SWEEPER 3366XP
585399
1988 FORD DIESEL FARM TRACTOR
 
MAINT. 2-WHEEL TRAILER
IN2WHEEL0115653
FORKLIFT MAINT. C500-YS60
4355-94-5090-082



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