EX10.5




NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,
THE MAXIMUM AMOUNT OF THE PRINCIPAL PORTION OF
THE INDEBTEDNESS SECURED BY THIS MORTGAGE
SHALL NOT EXCEED AT ANY ONE TIME $15,000,000


MODIFICATION TO AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
(Atchison and Wyandotte Counties, Kansas)
THIS MODIFICATION TO AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Modification"), made as of February 27, 2015, is made and executed by and between MGPI PROCESSING, INC., a Kansas corporation ("Mortgagor"), formerly known as MGP Ingredients, Inc., having its principal offices at 100 Commercial Street, Atchison, Kansas 66002, and WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, "Wells Fargo"), having an office at 150 South Wacker Drive, Suite 2200, Chicago, Illinois 60606, as administrative agent (Wells Fargo, in its capacity as administrative agent being hereinafter referred to as "Agent" or "Mortgagee") for Lenders (as "Lenders" is defined in the Amended Credit Agreement defined below).
RECITALS
I.    Pursuant to a certain Amended and Restated Credit and Security Agreement dated as of November 2, 2012 by and among Mortgagor, MGPI Pipeline, Inc. ("Pipeline"), and MGPI of Indiana, LLC ("Indiana" and, collectively with Mortgagor and Pipeline, "Borrowers"), MGP Ingredients, Inc. ("Parent"), Wells Fargo, as a Lender and as Administrative Agent for all Lenders, Sole Lead Arranger and Sole Book Runner, and Lenders (as amended to date, the "Existing Credit Agreement"), the Lenders made revolving loans and extended other financial accommodations to Borrowers in the maximum principal amount of $55,000,0000 (the "Loans").  The Loans are secured by a certain Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of November 27, 2013 made by Mortgagor in favor of Wells Fargo 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 (the "Atchison Records") and recorded on December 15, 2014 in the Office of the Register of Deeds of Wyandotte County, Kansas as Document No. 2014R-15947 (the "Mortgage").   A legal description of the real estate secured by the Mortgage is attached hereto as Exhibit A.   The Mortgage amended and restaed, in their entirety, the following mortgages:  (i) that certain Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of August 19, 2009 in favor of Wells Fargo and recorded on August 26, 2009, as Document No. 41680, in Book 577, Page 39 of Atchison Records as amended by a certain Modification of Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of October 20, 2011 and recorded on December 5, 2011 in Book 599, Page 234 of the Atchison Records, as amended by a certain Modification of Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of January 3, 2012 and recorded on February 8, 2012 in Book 600, Page 792 of the Atchison Records, and as assigned to Agent and further amended by a certain Assignment and Third Modification to 

6421028v5 3/2/2015 1:34 PM    1989.330




Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of November 2, 2012 and recorded on November 8, 2012 in Book 608, Page 768 of the Atchison Records, and (ii) that certain Amended and Restated Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of August 31, 2009 and recorded on September 2, 2009 in Book 577, Page 276 of the Records, and recorded on September 2, 2009 in Book 565, Page 126 of the Official Records of Pottawatomie County, Kansas, and recorded on September 11, 2009 in Book 5636, Page 364 of the Official Records of Wyandotte County, Kansas.  
II.    Concurrently herewith, the Existing Credit Agreement is being amended and restated in its entirety pursuant to a certain Second Amended and Restated Credit and Security Agreement of even date herewith, by and among Borrowers, Parent, Wells Fargo, as Administrative Agent for all Lenders, Sole Lead Arranger and Sole Book Runner, and the Lenders (said Second Amended and Restated Credit and Security Agreement, together with all amendments, supplements, modifications and replacements thereof, the "Amended Credit Agreement"), pursuant to which, among other things, the amount of the Loans is being increased to $80,000,000 (the "Amended Loans") and the maturity date of the Loans is being extended to February 27, 2020.
III.    The amount secured by the Mortgage is subject to the following limitation:  "NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE MAXIMUM AMOUNT OF THE PRINCIPAL PORTION OF THE INDEBTEDNESS SECURED BY THIS MORTGAGE SHALL NOT EXCEED AT ANY ONE TIME $15,000,000."  
IV.    The parties hereto now wish to amend the Mortgage to give record notice of the Amended Credit Agreement, the Amended Loans and the extension of the maturity date.
AGREEMENTS
1.The Recitals hereto are hereby incorporated into the Mortgage by this reference.
2.    All references in the Mortgage to the "Amended Credit Agreement" shall be references to the Amended Credit Agreement, as defined herein. 
3.    All references in the Mortgage to the "Amended Loans" shall be references to the Amended Loans, as defined herein.  
4.    All references in the Mortgage to the "Loan Documents" shall be references to the "Loan Documents" as defined in the Amended Credit Agreement, as defined herein. 
5.    Mortgagor hereby acknowledges, agrees and reaffirms the Mortgage, as hereby amended, as security for the Amended Loans, and agrees that no part of the foregoing amendments or modifications shall have the effect of releasing, relieving or diminishing any obligations under the Mortgage.



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6.    All of the property described in the Mortgage shall remain and continue in all respects to be subject to the Mortgage, and nothing in this Modification, or done pursuant to this Modification, the Amended Credit Agreement or any other documents executed in connection therewith, shall affect or be construed to affect the lien of the Mortgage or the priority thereof as to such property.  Mortgagor further acknowledges, agrees and reaffirms that the Mortgage retains the priority on the real estate encumbered by the Mortgage as required by the Mortgage.
7.    The maximum principal amount secured by the Mortgage shall remain $15,000,000.  Nothing herein shall be construed as increasing the maximum amount of principal secured by the Mortgage.  
8.    Except as amended hereby, the Mortgage shall remain in full force and effect in accordance with its original terms.
9.    This Modification may be executed in separate counterparts by the parties to this Modification.
10.    Nothing herein shall be deemed to constitute a novation of the Loans.  Mortgagor and Agent intend that the liens and security interests created by the Mortgage shall secure, among other things, the Amended Loans and Mortgagor's obligations under the as modified pursuant to the Amended Credit Agreement, without interruption or other impairment.
	
	
	

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IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed by their respective duly authorized officer as of the day and year first above written.
	
		
	 
	MORTGAGOR:  


MGPI PROCESSING, INC., a Kansas corporation (formerly known as MGP Ingredients, Inc.)  
 
 
By               /s/ Don Tracy 
Print Name      Don Tracy
Its                     CFO





	







	MORTGAGEE:


WELLS FARGO BANK, NATIONAL ASSOCIATION, Individually and as Agent 
 
 
By               /s/ Brandi Whittington
Print Name      Brandi Whittington 
Its                    AVP, Authorized Signatory












This instrument prepared by and
after recording return to:


Jami L. Brodey, Esq.
GOLDBERG KOHN LTD.
55 East Monroe Street, Suite 3300
Chicago, Illinois  60603
(312) 201-4000





Signature Page to Modification to Mortgage (Atchison and Wyandotte Counties, Kansas)




ACKNOWLEDGMENT




STATE OF     KANSAS    )
)  SS
COUNTY OF     ATCHISON    )




I, _Patti D. Scholz_______________, a Notary Public in and for and residing in said County and State, DO HEREBY CERTIFY THAT ______Don Tracy________________, the ______CFO_______ of MGPI PROCESSING, INC., a Kansas corporation, personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that __he signed and delivered said instrument as h__ own free and voluntary act and as the free and voluntary act of said corporation for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this __26th day of _February__, 2015.


_/s/ Patti D. Scholz______________________
Notary Public


My Commission Expires:


___06/06/2016_________________________







Acknowledgment Page to Modification to Mortgage (Atchison and Wyandotte Counties, Kansas)




ACKNOWLEDGMENT




STATE OF ILLINOIS    )
)  SS
COUNTY OF     COOK    )




I, _Anu Sukumaran Rajeswari_____, a Notary Public in and for and residing in said County and State, DO HEREBY CERTIFY THAT _____Brandi Whittington__________, the _AVP, Authorized Signatory__ of WELLS FARGO BANK, NATIONAL ASSOCIATION, personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that _she signed and delivered said instrument as her own free and voluntary act and as the free and voluntary act of said bank for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this _27___ day of _February__, 2015.


_/s/ Anu Sukumaran Rajeswari____________
Notary Public


My Commission Expires:


__12/30/17____________________________





Acknowledgment Page to Modification to Mortgage (Atchison and Wyandotte Counties, Kansas)




EXHIBIT A
(Description of Property)
Atchison County, Kansas
Land situated in the State of Kansas, County of Atchison and described as follows:

Legal Description (cont.)








Legal Description (cont.)










Legal Description (cont.)








Legal Description (cont.)












Legal Description (cont.)








Legal Description (cont.)








Legal Description (cont.)










Legal Description (cont.)

















Wyandotte County, Kansas