Exhibit 4.1.9


 


CONSENT AND RELEASE


 


THIS CONSENT AND RELEASE,
dated as of December 21, 2009 (this “Release”),
between MGP INGREDIENTS, INC., a Kansas
corporation (the “Borrower”), and
WELLS FARGO BANK, NATIONAL ASSOCIATION
(the “Lender”) acting through its Wells Fargo
Business Credit operating division.


 


WITNESSETH:


 


WHEREAS, pursuant to that
certain Credit and Security Agreement, dated as of July 21, 2009 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit  Agreement”; capitalized
terms defined therein and used herein having the meanings given to them in the
Credit Agreement), between the Borrower and the Lender, the Lender has agreed
to make extensions of credit to the Borrower upon the terms and subject to the
conditions set forth therein;


 


WHEREAS, pursuant to the
Credit Agreement, the Borrower granted to the Lender a lien on and security
interest in the Collateral of the Borrower, including without limitation all of
the personal property assets of the Borrower set forth on Exhibit A
attached hereto (the “Flour  Equipment”) located in the Flour Mill at 1100 Main Street in
Atchison, Kansas; and


 


WHEREAS, pursuant to that
certain Asset Purchase Agreement dated as of approximately even date herewith,
by and between Borrower and ConAgra Foods Food Ingredients Company, Inc.,
a Delaware corporation (“ConAgra”),
ConAgra has agreed to purchase the Flour Equipment (the “Flour
Equipment  Sale”).


 


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


 


1.             Consent to Sale
and Release of Flour Equipment.  The Lender hereby consents to the Flour
Equipment Sale subject to the following conditions, all of which shall survive
the initial closing of the Flour Equipment Sale:


 


(a)           The aggregate proceeds from the Flour Equipment Sale
shall not be in an amount less than approximately $500,000 (the “Sale Proceeds”).


 


(b)           All Sale Proceeds (other than amounts used to pay
fees and costs due by Borrower associated with the Flour Equipment Sale) shall
be wired concurrent with the closing of the Flour Equipment Sale to the
following account of Borrower established at Lender:


 


Bank Name: Wells Fargo Bank


Wire Routing Transit Number: 121000248


City, State: San Francisco, CA


Account Number: 4121928048


Title of Account: MGP Ingredients, Inc.


 

















 


2.             Release of Liens.  Upon satisfaction of the conditions set forth
in Section 1 hereto, upon the closing of the Flour Equipment Sale, the
Lender hereby releases and terminates any and all security interests and liens
held by or for the benefit of the Lender (to the extent Lender had a security
interest or lien) in the assets comprising the Flour Equipment.


 


3.             Representations
of the Borrower.  The
Borrower hereby represents and warrants to the Lender that (a) upon
execution of this Release and at the time of the Flour Equipment Sale, it is in
compliance with the Credit Agreement and the other Loan Documents, and (b) before
and after giving effect to the disposition of the Flour Equipment, no Default or
Event of Default has occurred and is continuing as of the date hereof and as of
the closing date of the Flour Equipment Sale.


 


4.             Governing Law,
Etc.  This Release shall be governed
by, and construed in accordance with, the law of the State of Minnesota.  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.


 


5.             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.


 


[Signatures follow on next
page]


 


2

















 


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


 


	
  WELLS FARGO BANK,

  	
   

  	
  MGP INGREDIENTS, INC.

  
	
  NATIONAL ASSOCIATION

  	
   

  	
  a Kansas corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Becky A. Koehler

  	
   

  	
  By:

  	
  /s/ Timothy W. Newkirk

  
	
  Name:

  	
  Becky A. Koehler

  	
   

  	
  Name:

  	
  Timothy W. Newkirk

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  President

  



 


3

















 


EXHIBIT A


 


Flour Equipment to be
Released


 


	
   

  	
   

  	
  MGP Mill
  Equipment Removal List

  	
   

  	
   

  
	
  Location

  	
   

  	
  Equipment

  	
   

  	
  Manufacture

  
	
  Elevator

  	
   

  	
  Grain Probe

  	
   

  	
  Apollo

  
	
  Elevator

  	
   

  	
  Various Motors

  	
   

  	
   

  
	
  Elevator

  	
   

  	
  Grain Cleaner

  	
   

  	
  Garnet

  
	
  Elevator

  	
   

  	
  Misc Electrical
  Starters & Section

  	
   

  	
   

  
	
  Mill

  	
   

  	
  Hammermill 150
  hp

  	
   

  	
  Bliss

  
	
  Mill

  	
   

  	
  Hammertec elbows

  	
   

  	
   

  
	
  Mill

  	
   

  	
  MTMA Cleaner\asp
  (3)

  	
   

  	
  Buhler

  
	
  Mill

  	
   

  	
  Destoner MTSB100

  	
   

  	
  Buhler

  
	
  Mill

  	
   

  	
  Destoner MTSC 50

  	
   

  	
  Buhler

  
	
  Mill

  	
   

  	
  Destoner MTSC
  120/120

  	
   

  	
  Buhler

  
	
  Mill

  	
   

  	
  Aspirator

  	
   

  	
  Buhler

  
	
  Mill

  	
   

  	
  Hammermill 50 hp

  	
   

  	
  Bliss

  
	
  Mill

  	
   

  	
  flowbalancer (1)

  	
   

  	
  Buhler

  
	
  Mill

  	
   

  	
  Rollstand

  	
   

  	
  Sangati

  
	
  Mill

  	
   

  	
  Misc rolls
  chills

  	
   

  	
   

  
	
  Mill

  	
   

  	
  Misc rolls mill
  parts

  	
   

  	
  various

  
	
  Mill

  	
   

  	
  Misc stream
  splitter

  	
   

  	
  Kice

  
	
  Mill

  	
   

  	
  Entoleters

  	
   

  	
   

  
	
  Mill

  	
   

  	
  Misc blowers

  	
   

  	
  various

  
	
  Mill

  	
   

  	
  Misc Pulleys

  	
   

  	
   

  
	
  Mill

  	
   

  	
  Misc Magnets

  	
   

  	
  various

  
	
  Mill

  	
   

  	
  Misc pneu slide
  gates

  	
   

  	
  various

  
	
  Mill

  	
   

  	
  Misc Fans

  	
   

  	
  various

  
	
  Mill

  	
   

  	
  misc
  Airlock\hoppers

  	
   

  	
  various

  
	
  Mill

  	
   

  	
  Misc
  Spouting\valves\elbows

  	
   

  	
   

  
	
  Mill

  	
   

  	
  Flour bin
  dischargers

  	
   

  	
   

  
	
  Mill

  	
   

  	
  Pneumatic
  ab-mill (30) splitters

  	
   

  	
  Kice

  
	
  Mill

  	
   

  	
  Fans pneu b-mill
  (3)

  	
   

  	
  Kice

  
	
  mill

  	
   

  	
  Misc auto Valves

  	
   

  	
  Salina

  
	
  Mill

  	
   

  	
  Sifter 6 section
  (2)

  	
   

  	
  GW

  
	
  Mill

  	
   

  	
  Sifter 4 section
  (1)

  	
   

  	
  GW

  
	
  Mill

  	
   

  	
  Rebolt 211

  	
   

  	
  GW

  
	
  Mill

  	
   

  	
  Intensivesifter
  (6)

  	
   

  	
  Buhler

  
	
  Mill

  	
   

  	
  Rebolt 431

  	
   

  	
  GW

  
	
  Mill

  	
   

  	
  Duster (6)

  	
   

  	
  Buhler

  
	
  Mill

  	
   

  	
  Rebolt 322/14

  	
   

  	
  GW

  
	
  Mill

  	
   

  	
  Rebolt 321/8

  	
   

  	
  GW

  
	
  Mill

  	
   

  	
  Extraction
  sifter

  	
   

  	
  gw

  
	
  Mill

  	
   

  	
  Misc Lift shoes

  	
   

  	
  Kice

  



 


4

















 


	
   

  	
   

  	
  MGP Mill
  Equipment Removal List

  	
   

  	
   

  
	
  Location

  	
   

  	
  Equipment

  	
   

  	
  Manufacture

  
	
  Mill

  	
   

  	
  Vac system

  	
   

  	
  Hoffman

  
	
  Mill

  	
   

  	
  RJ filter
  conversion

  	
   

  	
  Kice

  
	
  Mill

  	
   

  	
  blendvane
  feeders

  	
   

  	
  Salina

  
	
  Mill

  	
   

  	
  Multi aspirator

  	
   

  	
  Kice

  
	
  Mill

  	
   

  	
  Misc PLC
  Equipment

  	
   

  	
  AB

  
	
  Mill

  	
   

  	
  Misc Spare parts

  	
   

  	
  various

  
	
  Mill

  	
   

  	
  Misc Motors

  	
   

  	
  various

  
	
  Mill

  	
   

  	
  Air
  dryer & tank

  	
   

  	
   

  
	
  Mill

  	
   

  	
  Fork
  Lift & charger

  	
   

  	
   

  
	
  Mill

  	
   

  	
  Boiler electric
  Dewey shepard

  	
   

  	
   

  
	
  Mill

  	
   

  	
  Electrical
  Starters & Section

  	
   

  	
  Allen Bradley

  
	
  Mill

  	
   

  	
  Vacuum

  	
   

  	
  Kice

  
	
  Mill

  	
   

  	
  Freight elevator

  	
   

  	
   

  



 


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