Exhibit 4.14


 


RELEASE, dated as of August 20,
2009 (this “Release”), among MGP
Ingredients, Inc., a Kansas corporation (the “Borrower”), GE Government Finance, Inc.,
formerly known as GE Capital Public Finance, Inc. (“GEGF”),
and General Electric Capital Corporation (“GECC” and together with GEGF, the “Lender”).


 


W I T N E S S E T
H :


 


WHEREAS, pursuant to (i) that
certain Promissory Note and related Master Security Agreement dated September 24,
2004 (as amended, the “2004 Loan”)
among the Borrower and GEGF, and (ii) that certain Promissory Note and
related Master Security Agreement dated September 29, 2005 (as amended,
the “2005 Loan”) among the Borrower and GECC,
the Lender extended credit to the Borrower upon the terms and subject to the
conditions set forth therein; and


 


WHEREAS, pursuant to that
certain Asset Purchase Agreement dated on or about August 19, 2009 (the “Purchase Agreement”) by and among Sergeant’s Pet Care, Inc.
(the “Buyer”) and the Borrower, the Borrower
will sell and the Buyer will purchase certain assets (the “Assets”)
of the Borrower primarily used in the Borrower’s pet treat business, upon the
terms and conditions of, and as further described in, the Purchase Agreement;


 


NOW, THEREFORE, in
consideration of the premises and the agreements hereinafter contained, it is
hereby agreed as follows:


 


1.             Payoff.  On
August 21, 2009 (the “Closing Date”),
the Borrower shall wire transfer $2,488,641.08 (the “Payoff
Amount”) to the Lender in accordance with wire transfer instructions
provided by the Lender to the Borrower prior to the Closing Date.  The Lender agrees to apply $1,838,641.08 of
the Payoff Amount in full payoff of the 2005 Loan and $650,000 of the Payoff
Amount in partial payoff of the 2004 Loan, to be applied in such order as set
forth in the 2004 Loan documents or otherwise as mutually acceptable to GEGF
and the Borrower.


 


2.             Release of Liens. 
Effective upon the Closing Date and provided that Lender has received
the Payoff Amount, each Lender hereby releases and terminates any and all
security interests and liens held by or for the benefit of such Lender in the
assets described in Exhibit B hereto; but excluding any assets or
property described in Exhibit C hereto.  To further evidence the release of such
security interests and liens, each Lender further agrees to execute and deliver
to the Borrower, and hereby authorizes the Borrower to file or record or cause
to be filed and recorded, each of the release documents attached hereto as Exhibit A.


 


3.             Status of Loan Documents.  The Borrower and GEGF hereby agree that,
except as contemplated by this Release, each of the loan documents related to
the 2004 Loan currently in effect between the Borrower and the Lender shall
remain in full force and effect.  Each of
the loan documents related to the 2005 Loan shall terminate and be of no
further force or effect, except for any provisions of such loan documents that
by their terms survive the termination thereof or the payoff of the
indebtedness thereunder.


 


4.             Further Assurances.  From time to time after the date of this
Release, upon the reasonable request of any party hereto and at the expense of
the Borrower, the other party or 


 

















 


parties hereto shall
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, such instruments and other documents and perform or cause to be
performed such acts and provide such information, as may reasonably be
requested by any party hereto in order to fully effectuate the purposes, terms
and conditions of this Release and the other agreements specified in this
Release, as applicable.


 


5.             Governing
Law, Etc.  This Release shall be
governed by, and construed in accordance with, the law of the State of
Kansas.  This Release may be executed in
any number of counterparts, each of which shall be an original, and all of
which, when taken together, shall constitute one agreement.  Delivery of an executed signature page of
this Release by facsimile or electronic transmission shall be effective as
delivery of a manually executed counterpart hereof.


 


6.             Third Party Beneficiaries.  This Release is not intended to confer any
legal or equitable rights or remedies upon any party other than the parties
hereto.


 


[SIGNATURE
PAGE FOLLOWS]


 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Release as of the date first written above.


 


	
   

  	
  MGP
  INGREDIENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy W. Newkirk

  
	
   

  	
   

  
	
   

  	
  Timothy
  W. Newkirk

  
	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE GOVERNMENT FINANCE,
  INC., formerly known as GE Capital Public Finance, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Gruys

  
	
   

  	
  Name: 

  	
  Bruce Gruys

  
	
   

  	
  Title: 

  	
  Sr. Rick Analyst

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steve Coloy

  
	
   

  	
  Name: 

  	
  Steve Coloy

  
	
   

  	
  Title: 

  	
  VP

  
				



 

















 


Exhibit A


 


Release Documents


 

















 


FULL SATISFACTION OF MORTGAGE


(Corporate)


 


	
  STATE OF Minnesota

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF Hennepin

  	
  )

  



 


KNOW
ALL PERSONS BY THESE PRESENTS,


 


That,
I, Bruce Gruys, the Sr. Risk Analyst for General Electric Capital
Corporation,* a Delaware corporation of the County and State
aforesaid, do hereby certify that the Mortgage, Assignment of Rents, Assignment
of Mortgage, and First Amendment, as described below, were recorded in the
office of the Register of Deeds of Wyandotte County, in the State of Kansas,
affecting the property described on Exhibit “A”** (attached hereto)
and incorporated herein by this reference, are FULLY PAID, and are hereby
SATISFIED, RELEASED AND DISCHARGED:


*Grantor         **on pages 4
and 5


 


·                  Mortgage,
Security Agreement, Assignment of Leases and Rents and Fixture Filing dated August 1,
2001, made and executed by Midwest Grain Products, Inc.,*** Mortgagor, to
GE Capital Public Finance, Inc., Mortgagee, recorded as Document No. 2001R-18261,
in Book 4320, Page 850, on the 22nd day of August, 2001 (“Mortgage”);


 


·                  Assignment of
Rents and Leases dated August 1, 2001, made and executed by
Midwest Grain Products, Inc. to GE Capital Public Finance, Inc.,
recorded as Document No. 2001R-18262, in Book 4320, page 874, on the
22nd day of August, 2001 (“Assignment of Rents”);


 


·                  Assignment of
Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing
and of Assignment of Rents and Leases dated July 1, 2003, by
GE Capital Public Finance, Inc., as assignor, and General Electric Capital
Corporation, as assignee, recorded as Document No. 2003R-20211, in Book
4632, page 598, on the 17th day of July 2003
(“Assignment of Mortgage”); and


 

















 


First
Amendment to Mortgage, Security Agreement, Assignment of Leases and Rents and
Fixture Filing and to Assignment of Rents and Leases dated July 1,
2003, made and executed by MGP Ingredients, Inc., a Kansas corporation,
f/k/a Midwest Grain Products, Inc., General Electric Capital Corporation,
and The Unified Government of Wyandotte County/Kansas City, Kansas, recorded as
Document No. 2003R-20212, in Book 4632, page 602, on the 17th day of July 2003
(“First Amendment”).


 


WITNESS my hand this 23rd
day of September, 2009.


 


 


	
   

  	
  General Electric
  Capital Corporation, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By: GE Government
  Finance, Inc., formerly known as, GE Capital Public Finance, Inc.,
  as subservicer for and on behalf of General Electric Capital Corporation

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Bruce Gruys

  
	
   

  	
  Print Name: Bruce Gruys

  
	
   

  	
  Title:Sr. Risk Analyst

  



 

















 


	
  STATE OF Minnesota

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF Hennepin

  	
  )

  



 


BE
IT REMEMBERED, that on this 23rd day of September, 2009, before me the
undersigned, a Notary Public in and for said County and State aforesaid, came
Bruce Gruys, Sr. Risk Analyst of GE Government Finance, Inc.,
formerly known as, GE Capital Public Finance, Inc., a Delaware
corporation, as subservicer for and on behalf of General Electric Capital
Corporation, a Delaware corporation, who is personally known to me to be such
officer, and who is personally known to me to be the same person who executed,
as such officer, the within instrument on behalf of said corporation, and such
person duly acknowledged the execution of the same to be the act and deed of
said corporation.


 


	
   

  	
  IN WITNESS WHEREOF, I
  have hereunto set my hand and affixed my official seal, the day and year last
  above written.

  
	
   

  	
   

  
	
   

  	
  /s/ Susan J. Vedeen

  
	
   

  	
  Notary Public in and
  for Said County and State

  
	
   

  	
   

  
	
   

  	
  Susan J. Vedeen

  
	
   

  	
  (Type, print or stamp
  the Notary’s name below his or her signature.)

  
	
  My Commission Expires:

  	
   

  
	
   

  	
   

  
	
  1-31-2010

  	
   

  



 
















 


Exhibit “A”


Legal
Description  

(KW88631A)


 


TRACT I:


 


A tract of land in the Southeast Quarter of Section 15,
Township 11 South, Range 25 East of the Sixth Principal Meridian in Kansas
City, Wyandotte County, Kansas being more particularly described as follows:


 


Beginning at a point on the North right-of-way line of
Berger Avenue, as now established, said point being 343.29 feet East of the
East right-of-way line of vacated 1st Street, as now established, said point
also being 906.0 feet North and 1460.79 feet East of the Southwest corner of
the Southeast Quarter of said Section 15;


 


Thence Northwesterly 124.81 feet, along a curve
concave to the Northeast, having a radius of 1208.11 feet through a central
angle of 5 degrees 55 minutes 16 seconds and to which the center of the circle
of said curve bears North 52 degrees 15 minutes 04 seconds East;


 


Thence North 29 degrees 36 minutes 07 seconds West
139.08 feet, along a line which makes a right deflection angle of 2 degrees 13
minutes 34 seconds with the tangent of the curve last described;


 


Thence North 28 degrees 33 minutes 48 seconds West
57.55 feet to a point on the center line of vacated Bayard Avenue (also known
as Delaware Avenue), said point being 177.49 feet East of the East right-of-way
line of vacated 1st Street;


 


Thence North 9 degrees 11 minutes 48 seconds East
278.87 feet to a point on the South right-of-way line of vacated Carr Avenue,
as now established, said point being 223.68 feet East of the East right-of-way
line of vacated 1st Street; Thence North 0 degrees 20 minutes 15 seconds West
30.0 feet to a point on the center line of vacated Carr Avenue;


 


Thence North 89 degrees 38 seconds 27 minutes East
123.82 feet, along the center line of vacated Carr Avenue, to a point 347.5
feet East of the East right-of-way line of vacated 1st Street;


 


Thence North 0 degrees 20 minutes 15 seconds West
27.22 feet, along a line parallel with and 347.5 feet East of the East
right-of-way line of vacated 1st Street;


 


Thence South 84 degrees 28 minutes 27 seconds East
904.85 feet to a one-half inch reinforcing bar found with LS-533 survey cap;


 


Thence South 05 degrees 31 minutes 33 seconds West
261.82 feet to the beginning of a non-tangent curve concave to the Northwest
having a radius of 431.80 feet and a one-half inch reinforcing bar found with
LS-533 survey cap;


 

















 


Thence Southwesterly 129.60 feet, along said
non-tangent curve, through a central angle of 17 degrees 11 minutes 49 seconds
having a chord bearing of South 30 degrees 09 minutes 18 seconds West and a
chord distance of 129.12 feet, said curve being parallel with and 46.5 feet
Northwesterly of the center line of the Kansas City Belt Railway connection to
Badger Lumber Yard, as recorded in Book 82 at Page 420, to a one-half inch
reinforcing bar found with LS-533 survey cap. Thence South 37 degrees 10
minutes 40 seconds West 12.06 feet, parallel with and 46.5 feet Northwesterly
of the center line of said railway connection, to a one-half inch reinforcing
bar found with LS-533 survey cap;


 


Thence South 58 degrees 47 minutes 33 seconds West
273.49 feet to a point on the North right-of-way line of Berger Avenue, as now
established, and a one-half inch reinforcing bar found with LS-533 survey cap;


 


Thence South 89 degrees 38 minutes 27 seconds West
501.80 feet, along said North right-of-way line, to the point of beginning,
containing 497,928 square feet or 11.4309 acres, more or less.


 


Subject to all easements and restrictions of record.


 


TRACT II:


 


Lots 1, 10, 11, 12 and 13, Block 1 and Lots 1, 2, 3,
4, 5, 6 and 7, Block 2, THE JUNCTION, a subdivision of land in Kansas City,
Wyandotte County, Kansas.


 

















 


Exhibit B


 


Released Assets –
Pet Treat Equipment


 


[18 pages of
released assets omitted]


 

















 


Exhibit C


 


GEGF Collateral –
Wheatex Assets


 


See attached


 

















 


WHEATEX
ASSET LIST


EXCLUDED
ASSETS


 


WHEATEX ASSETS


 


Wenger Model TX 144A Extrusion
Line


Flotronics
Stainless Steel Feed Hopper (1997); with (4) AccuRate Measurement Feeders,
Estimated 200 Cubic Feet


Wenger
Estimated 40” x 60” Stainless Steel Mixer (1997); Skid Mounted; with MAC
Stainless Steel Hopper


Wenger
Model TX144 Extruder S/N 10205; Asset #A (1997); 300 hp; (4) Zones, Twin
Screw, 19.5:1 L/D Ratio, 3.107:1 Gear Ratio; 144mm Diameter of Screw; with
Water Cooling System; 800-LB Capacity Feed Hopper; and Wenger Model APM
Control.


(3) Wenger
Liquid Blending Stainless Steel Tanks (1997); Estimated 150 Gallons; Each with
Agitator


T &
C Machine Products 200-Gallon Liquid Blending Stainless Steel Tanks S/N
TDFP990123 (1997); with Agitator


Wenger
2-Pass Stainless Steel Dryer/Cooler (1997); 132”W with Overhead Blowers


Stainless
Steel Hopper (1997) Estimated 200Cubic Feet


14-Head
Checkweigher (1997) Stainless Steel


Bemis
Packaging Machinery Model 7115XC Packaging Machine S/N 7115XC28-F (1997); with
36”W x 12’L Bag Magazine Belt Type Conveyor; Vacuum Bag Lift Attachment; Bemis
Packaging Machinery Co., Model 3313887 Bag Sealer; Marsh Inkjet Printer
Safeline Metal Detection System; Belt Conveyor; Mettler Toledo Model Panther
Plus 60-LB Bag Weigher, 48” x 5’ Bemis Packaging Machinery Co. Model 3033A46
Belt-Type Transfer Conveyor; Bemis Packaging Machinery Co. Model 3028 Bag
Flattener S/N 3028A104; and Power Belt Type Outfeed Conveyor


Variable
frequency drive (non-functional) Allen Bradley


(2) Extruder
Shafts for 144—size 25.5


(2) Extruder
Shafts for 144—size 19.5


Gearbox
Main Drive for 144 #53505


 


Wenger
Model TX 144C Extrusion Line


MAC
Stainless Steel Hopper (2004); Estimated 200 Cubic Feet Capacity; with AccuRate
Measurement Feeders


Wenger
Stainless Steel Mixer (2004); 40” x 60” Skid Mounted


(2) Wenger
200-Gallon Liquid Blending Stainless Steel Tanks (2004); with Lightin’ Agitator


(2) Wenger
100-Gallon Liquid Blending Stainless Steel Tanks (2004); with Lightin’ Agitator


Wenger
Model TX144 Extruder S/N 12360-3; Asset #C (2004); 400 hp; (5) Zones; Twin
Screw; 25:1 L/D Ratio 3.107:1 Gear Ratio’ 144mm Diameter of Screw; with Wenger
800-Lb. Capacity Feed Hopper; Vented Barrel; water Cooling System; 24”W x
Estimated 25’ L Plastic belt Type Conveyor, Portable; and Wenger Model APM
Control


Wenger
4-Pass Stainless Steel Dryer/Cooler (2004); 15’ x 30’, Skid Mounted; with 24”W
x 15’ Vibratory Tray, with Swing Arm Distribution; and MAC 200 cubic Foot Feed
Hopper


Meyer
Model PA462-18S Bucket Elevator, S/N 5161 (2004)


Horizon
Stainless Steel Feed Hopper (2004); 500 Cubic Feet Capacity; with Fitz Mill
Model FAS020 Hammer Mill S/N 4363


Great
Western Manufacturing Model Tru-Balance 611 Sifter (2004); 100 Gallon Capacity,
Skid Mounted


24” x
estimated 15’L Plastic Inclined Power Belt Conveyor (2004)


(2) Barry
Wehmiller Model Sealer 1,000-Lb. Maximum Packaging Machines S/N 4600R1211 and
S/N 4600R1212 (2004); with Tech Pak Model Series 54 Chiller/Dispenser’
Safeline Metal Detection System 12”W x 12’L Power Belt Type Conveyor; and Hardy
Instruments Push-Button Control


Tech
Pak 24” x 12’L Power Belt Conveyor (2004)


Tech
Pak 12”W x 10’L Bag Flattener (2004)


Safeline
24”W Metal Detector (2004); with 24”W Power Belt Conveyor; Miscellaneous Power
Belt Outfeed Conveyors; and Manual Roller Outfeed Conveyor


Tech
Pak Model Series 40APD Packaging System


Tech
Pak Model Pakrat 4400P Tote Packaging System (2004); with Safeline Metal
Detection System; 42” x 20’L Power Roller Outfeed Conveyor; Allen-Bradley Model
Panel View 1000 Push-Button Control; and Cubic Foot Stainless Steel Feed Hopper


Variable
Frequency Drive—Allen Bradley


 

















 


Bucket
Elevator Packaging Line 4


Lantech
Wrapper Q Service—3 Section (Wheatex Bags)


Lantech
Wrapper Q Service—4 Section (Wheatex Boxes)


(2) Extruder
Screws & Shear Locks on carts


Extruder
dies on carts


TX 144
cabinet containing extruder screws and locks


Gravity
Roller Conveyor


Packaging
Line 7


3
Hardy Instrument Scales Mounted on Carts (Shreds)


Hytrol
Conveyor Serial #463299 (Shreds)


144
Head Section


Pallet
of Misc. Parts, Screens, and Hose Connections


Horizon
Bag Dump


Horizon
Tote Dump


Great
Western Mfg Sifter


Type-TB


Model/Size—611/3


Shop # - 4568


Date Mfg. 3/2004


Elevating
Conveyor — 10’ High, 144A Discharge


 


Grinding
Area


Fitz
Mill — Model #FAS020, Serial #4363


Fitz
Mill — Model #FAS020, Serial #4366


Layering
Conveyor -7’ long


Meyer
Machine Company Vibratory Hopper