Exhibit 4.1.10


 


Wells Fargo Business Credit


Sixth & Marquette


Minneapolis, Minnesota 55479


612 673-8500


 


December 31, 2009


 


VIA U.S. MAIL &
FACSIMILE (913) 360-5661


 


MGP Ingredients, Inc.


100 Commercial Street


Atchison, KS 66002


Attention: Timothy W. Newkirk


 


	
  Re:

  	
   

  	
  Certain loans made by
  Wells Fargo Bank, National Association (“Lender”) to
  MGP Ingredients, Inc., a Kansas corporation (“Borrower”),
  pursuant to that certain Credit and Security Agreement dated July 21,
  2009, by and between Borrower and Lender (as amended from time to time, the “Credit  Agreement”).
  Terms not otherwise defined herein shall have the meanings given in the
  Credit Agreement

  



 


Dear Mr. Newkirk:


 


Pursuant to the terms of
that certain Subordination Agreement dated as of July 16, 2009, made by
the Cloud L. Cray, Jr. Trust, under an agreement dated October 25,
1983 (“Cray  Trust”),
for the benefit of Lender (the “Cray Subordination
Agreement”), the Borrower is prohibited from prepaying that certain
Subordinated Secured Promissory Note made by the Borrower dated March 27,
2009, payable to the order of the Cray Trust in the original principal amount
of $2,000,000 (the “Cray  Note”). 
Notwithstanding anything contained in the Cray Subordination Agreement
to the contrary, Lender hereby consents to the complete prepayment of Cray Note
by Borrower, provided that (i) the Cray Trust promptly releases and
terminates the filings, mortgages security interests set forth on Exhibit A
attached hereto and each other security interest in the assets of Borrower held
by the Cray Trust, (ii) no Default or Event of Default has occurred and is
continuing at the time of the pay-off and (iii) no Default or Event of
Default will occur after giving effect to the pay-off.  Effective upon the Cray Note pay-off,
Borrower and Lender agree that all references to indebtedness to or liens held
by the Cray Trust shall be deleted from Schedule 6.3 and Schedule 6.4
of the Credit Agreement.


 


Pursuant to the terms of
that certain Subordination Agreement dated as of July 21, 2009, made by
the Union Pacific Railroad Company (“UPRR”), for the
benefit of Lender (the “UPRR  Subordination  Agreement”),
the Borrower is prohibited from prepaying that certain Promissory Note made by
the Borrower dated May 4, 2009, payable to the order of UPRR in the
original principal amount of $997,545.50 (the “UPRR
Note”). 
Notwithstanding anything contained in the UPRR Subordination Agreement
to the contrary, Lender hereby consents the complete prepayment of UPRR Note by
Borrower, provided that (i) no Default or Event of Default has
occurred and is continuing at the time


 

















 


of
the pay-off and (ii) no Default or Event of Default will occur after
giving effect to the pay-off.  Effective
upon the UPRR Note pay-off, Borrower and Lender agree that all references to indebtedness
to or liens held by UPPR shall be deleted from Schedule 6.4 of the
Credit Agreement.


 


The Credit Agreement, among
other things, prohibits the Borrower from making any contribution or investment
in any other Person or Affiliate. 
Borrower has requested that Lender consent to Borrower making a
contribution of up to $2,500,000 (the “ICP  Contribution”) to Illinois Corn Processing, LLC, a joint
venture partially owned by Borrower (“ICP”), for the
purpose of paying one-half of the restart and replacement cost of the boiler at
the Pekin Plant (the “Boiler  Restart”). 
Notwithstanding the provisions of the Credit Agreement and the other
Loan Documents, Lender hereby consents to Borrower making the ICP Contribution
subject to the following conditions, all of which shall be acceptable to Lender
in its sole and absolute discretion and shall survive the initial ICP
Contribution:


 


(i)            no Default or Event of Default has occurred and is
continuing at the time of the ICP Contribution;


 


(ii)           no Default or Event of Default will occur after
giving effect to the ICP Contribution being made;


 


(iii)          Illinois Corn Processing Holdings LLC, a Delaware
limited liability company, shall make a contribution equal to the ICP
Contribution to ICP for the Boiler Restart; and


 


(iv)          The ICP Contribution and the Holdings Contribution
shall be paid by ICP to the Central Illinois Light Company for the Boiler
Restart or otherwise used to pay for the Boiler Restart.


 


The Credit Agreement, among
other things, prohibits the Borrower from paying salaries or other compensation
which does not comply with the limitations contained in Section 6.8
of the Credit Agreement.  Notwithstanding
the provisions of the Credit Agreement and the other Loan Documents, Lender
hereby consents to Borrower paying salaries, bonuses, commissions, consultant
fees or other compensation in accordance with Exhibit B provided no
Borrower Default has occurred or would occur as a result of any such issuances
or payments.


 


In the event you should have
any questions or comments with respect to the matters set forth in this letter,
please do not hesitate to contact me.


 


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In the event you should have
any questions or comments with respect to the matters set forth in this letter,
please do not hesitate to contact me.


 


	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Becky A. Koehler

  
	
   

  	
   

  	
  Becky A. Koehler, its Vice
  President

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  
	
  MGP INGREDIENTS, INC.

  	
   

  
	
  a Kansas corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Timothy W. Newkirk 

  	
   

  
	
  Name:

  	
  Timothy W. Newkirk

  	
   

  
	
  Its:

  	
  President and CEO

  	
   

  



 


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EXHIBIT A


 


Cloud Cray Releases


 


	
  Jurisdiction

  	
   

  	
  UCC

  Number

  	
   

  	
  Filing

  Date

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  Kansas

  	
   

  	
  6613814

  	
   

  	
  7/10/09

  	
   

  	
  Cloud L. Cray, Jr. Trust

  	
   

  	
  All personal property except designated excluded
  assets

  
	
  Kansas

  	
   

  	
  6613822

  	
   

  	
  7/10/09

  	
   

  	
  Cloud L. Cray, Jr. Trust

  	
   

  	
  All personal property except designated excluded
  assets

  



 


MORTGAGE, ASSIGNMENT OF
LEASES, SECURITY AGREEMENT AND FIXTURE FILING FINANCING STATEMENT by MGP INGREDIENTS, INC., a Kansas corporation, whose address
is c/o Cray Business Plaza, 100 Commercial Street, Atchison, Kansas 66002 (the “Mortgagor”), to the CLOUD L. CRAY, JR. TRUST
under agreement dated October 25, 1983 related to certain property in
Atchison, Kansas (Recorded 3/30/09 in Atchison county, book 571, page 615-647).


 


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EXHIBIT B


 


Incentive Program and
Guidelines


 


(Previously
filed as Exhibit 10.1 to Form 8-K filed on December 15, 2009)


 


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