Exhibit 4.3


SECOND AMENDMENT

TO

LINE OF CREDIT LOAN AGREEMENT


THIS SECOND AMENDMENT TO
LINE OF CREDIT LOAN AGREEMENT (“Second Amendment”) is made effective as of November
30, 2004, by and between MGP INGREDIENTS, INC. (“Company”) and COMMERCE BANK,
N.A. (“Bank”).


WHEREAS, Company and Bank
entered into that certain Line of Credit Loan Agreement dated November 25,
2003, as amended pursuant to that certain First Amendment to Line of Credit
Loan Agreement dated September 17, 2004 (as previously amended, the “Loan
Agreement”);


WHEREAS, pursuant to the
terms of the Loan Agreement, the Line of Credit matures on November 30, 2004,
and all sums outstanding on such date shall become due and payable in full; and


WHEREAS, Company desires to
increase the maximum principal amount available under, and extend the maturity
of and amend, the Line of Credit, as hereinafter set forth.


NOW, THEREFORE, Company and
Bank agree as follows:


1.             Terms used herein, which are defined in the Loan
Agreement, shall have the meanings given to them in the Loan Agreement.


2.             Section 1.1 of the Loan Agreement is hereby amended to
read in its entirety as follows:


Subject
to the terms of this Agreement, Bank will lend Borrower, from time to time
until the termination hereof, such sums as Borrower may request, in minimum
increments of $100,000, which shall not exceed in the aggregate principal
amount at any one time outstanding the sum of Twenty Million Dollars
($20,000,000).


3.             The first sentence to Section 1.3 of the Loan Agreement
is hereby amended to read in its entirety as follows:


The
Line of Credit shall be evidenced by the Second Amended and Restated Line of Credit
Note in form and substance acceptable to Bank (the “Line of Credit Note”).


4.             Section 1.4 of the Loan Agreement is hereby amended to
read in its entirety as follows:


Upon
the occurrence of an Event of Default as defined in Section 4.1, or on November
30, 2005, the outstanding principal balance of





















 


the
Line of Credit Note together with all accrued interest shall become immediately
due and payable in full.


5.             Section 3.1 of the Loan Agreement is hereby amended to
read in its entirety as follows:


                Section 3.1. Financial Covenants.


(a)           Except as provided in subparagraph
(b) below, comply with all Company Covenants as defined and contained in
Section 5 of the Note Agreement dated as of August 1, 1993, between Borrower
and the Principal Mutual Life Insurance Company (the “Principal Agreement”)
including, but not limited to, the following:


(1)                                  Current Ratio.  Maintain a Current Ratio of not less than 1.50
to 1.00.


(2)                                  Consolidated
Tangible Net Worth.  Maintain
Consolidated Tangible Net Worth at an amount not less than THE GREATER OF (i)
$86,000,000, or (ii) the sum of $86,000,000 plus 50% of Consolidated Net Income
for the period from and after September 30, 2001, to the date of determination
thereof (considered as a single accounting period).


(3)                                  Funded Debt.  Not permit Consolidated Funded Debt to exceed
60% of total capitalization.


(4)                                  Debt/Worth.  Maintain a ratio of Debt to Tangible Net Worth
of not more than 2.50 to 1.00.


(5)                                  Fixed Charges
Coverage Ratio.  Maintain at
the end of each fiscal quarter a ratio of Net Income Available for Fixed
Charges to Fixed Charges for the 4 consecutive quarters then ending of not less
than 1.50 to 1.00.


(b)           Notwithstanding subparagraph (a) of this Section 3.1 and
the provisions of Section 5.11 of the Principal Agreement, the Borrower may
grant GE Capital Public Finance, Inc. (together with its successors and assigns,
if any “Secured Party”) a security interest in all of Borrower’s equipment (as
defined in the applicable Uniform Commercial Code), whether now owned or
hereafter acquired, that is at any time located at the facility commonly known
as 16 Kansas Avenue, Wyandotte County, Kansas 66105, together with all
additions, attachments and accessories and any and all substitutions,
replacements or exchanges therefor, and all insurance and/or other proceeds
thereof, in each case whether now owned or hereafter acquired, to secure the
Indebtedness of Borrower (as defined in that certain Master Security Agreement
between Borrower and Secured Party dated September 24, 2004, as amended),
including without limitation that certain Promissory Note dated September 24,
2004, in the original 


 


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principal amount of
$9,794,500. Borrower has provided Bank a copy of said Promissory Note and
Master Security Agreement, as amended.


The Company Covenants shall
survive any amendment, modification or termination of the Principal Agreement.


6.             Subsection 4.1(c) of the Loan Agreement is hereby
amended to read in its entirety as follows:


If
Borrower shall default in the due performance or observance of any covenant
undertaken by it under this Agreement and such default shall continue for a
period of thirty (30) days after written notice from Bank; or


7.             Subsection 4.1(d) of the Loan Agreement is hereby
amended to read in its entirety as follows:


Default
in the performance of the obligations of Borrower pursuant to any other note or
agreement binding on Borrower, including, but not limited to, the Principal
Agreement, resulting in the acceleration of payment obligations under any such
note or agreement in an amount in excess of $1,000,000; or


8.             Subsection 4.1(e) of the Loan Agreement is hereby
amended to read in its entirety as follows:


Default
in the performance of the obligations of Borrower pursuant to the industrial
revenue bonds issued in the amount of $6,500,000 on August 22, 2001, as amended
as of July 1, 2003, by the Unified Government of Wyandotte/Kansas City, Kansas,
resulting in the acceleration of Borrower’s obligations with respect to such
bonds; or


9.             Subsection 4.1(f) of the Loan Agreement is hereby
amended to read in its entirety as follows:


Borrower shall be
adjudicated a bankrupt, or make a general assignment for the benefit of its
creditors, or there are instituted by or against Borrower any type of
bankruptcy proceedings or any proceeding for the liquidation or the termination
of Borrower’s affairs, or the appointment of a receiver or trustee for Borrower
or for any of Borrower’s assets, which, in the case of proceedings instituted
against the Borrower, are consented to by the Borrower or are not dismissed
within 60 days after institution, or a properly filed petition for Borrower’s
reorganization under the Bankruptcy Code or otherwise is approved, or Borrower
files a petition for arrangement under Chapter 11 of the Bankruptcy Code or any
similar statute; or


 


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10.           Except to the extent specifically amended by this Second
Amendment, the Loan Agreement shall remain in full force and effect.


11.           ORAL AGREEMENTS OR
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT
OF A DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT
ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDINGS
OR DISAPPOINTMENTS, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED
IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN US EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.


BY SIGNING BELOW, YOU AND
WE AGREE THAT THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN US.


12.           This Second Amendment shall be
governed by, and construed in accordance with, the laws of the State of
Missouri.




	
   

  
	
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IN WITNESS WHEREOF, the
parties hereto have caused this Second Amendment to be executed by their
respective officers as of the date written above.




	
  MGP INGREDIENTS, INC.

  
	
   

  
	
  By: 

  	
  Ladd M. Seaberg

  
	
  Title: President & CEO

  
	
   

  
	
  By: 

  	
  Briant T. Cahill

  
	
  Title: CFO

  
	
   

  
	
  COMMERCE BANK, N.A.

  
	
   

  
	
  By: 

  	
  /s/ Lance Holden

  
	
  Title: Senior Vice
  President

  
			






 


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