Exhibit








REAFFIRMATION OF LOAN DOCUMENTS 
AND 
AMENDMENT NO. 2 TO GUARANTY AND SECURITY AGREEMENT
March 21, 2016
Reference is made to the Third Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the "Credit Agreement"), by and among the lenders identified on the signature pages thereto (each of such lenders, together with their respective successors and permitted assigns, a "Lender" and, collectively, the "Lenders"), Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), MGP Ingredients, Inc., a Kansas corporation ("Parent"), MGPI Processing, Inc., a Kansas corporation ("MGPI Processing"), MGPI Pipeline, Inc., a Kansas corporation ("MGPI Pipeline"),  and MGPI of Indiana, LLC, a Delaware limited liability company ("MGPI Indiana"; and together with MGPI Processing and MGPI Pipeline, "Borrowers").  All capitalized terms used but not defined in this document (including on Schedule I attached hereto) shall have the meaning ascribed to such terms in the Credit Agreement.
1.Reaffirmation.  To induce the Lenders and Agent to enter into the Credit Agreement, each of the undersigned hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party (including, without limitation, the Loan Documents identified on Schedule I attached hereto), including, without limitation, any grant, pledge or assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (collectively, the "Reaffirmed Documents").
2.    Amendments to Guaranty and Security Agreement.  The Guaranty and Security Agreement is hereby amended as follows:
(a)    The definition of "Triggering Event" set forth in Section 1(a) of the Guaranty and Security Agreement is hereby amended and restated in its entirety as follows:
"Triggering Event" means, as of any date of determination, that (A) an Event of Default has occurred as of such date, or (B) Excess Availability is less than 12.5% of the Total Facility Amount as of such date.
(b)    The schedules to the Guaranty and Security Agreement are hereby amended and restated in their entirety as set forth on the schedules attached behind Schedule II hereto.   
3.    Representations and Warranties.  To induce Agent and Lenders to enter into the Credit Agreement, each of the undersigned represents and warrants to Agent and Lenders that the execution, delivery and performance of this Reaffirmation of Loan Documents (this "Reaffirmation") has been duly authorized by all requisite limited liability company action on 


7543873v4 3/21/2016 9:52 AM    1989.330







the part of each of the undersigned, this Reaffirmation has been duly executed and delivered by each of the undersigned and this Reaffirmation constitutes a legal, valid and binding agreement of each of the undersigned, enforceable against each of the undersigned in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general equitable principles.
4.    References.  Each of the undersigned agrees that the Reaffirmed Documents to which it is a party shall remain in full force and effect following the execution and delivery of the Credit Agreement and that all references in any of the Reaffirmed Documents to the "Credit Agreement" shall be deemed to refer to the Amended and Restated Credit Agreement.
5.    Scope.  Except as set forth in the immediately preceding paragraph, and except as otherwise expressly amended on the date hereof, each of the Reaffirmed Documents shall remain in full force and effect.
6.    Governing Law; JURY TRIAL WAIVER.  Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated herein by reference.
7.    Counterparts. This Reaffirmation may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Reaffirmation.  Delivery of an executed counterpart of this Reaffirmation by telefacsimile or other electronic method of transmission (including “.pdf”) shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation.  Any party delivering an executed counterpart of this Reaffirmation by telefacsimile or other electronic method of transmission (including “.pdf”) also shall deliver an original executed counterpart of this Reaffirmation but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation.


[signature pages follow]


- 2 -








This Reaffirmation of Loan Documents and Amendment to Guaranty and Security Agreement is dated as of the date first set forth above.


	
		
	MGP INGREDIENTS, INC. 
 
 
By: _______________________________________________   
Name: _____________________________________________   
Title: ______________________________________________

	MGPI PROCESSING, INC. 
 
 
By: _______________________________________________   
Name: _____________________________________________   
Title: ______________________________________________
 

	MGPI PIPELINE, INC. 
 
 
By: _______________________________________________   
Name: _____________________________________________   
Title: ______________________________________________
     

	MGPI OF INDIANA, LLC 
 
 
By: _______________________________________________   
Name: _____________________________________________   
Title: ______________________________________________
    

	THUNDERBIRD REAL ESTATE HOLDINGS, LLC 
 
 
By: _______________________________________________   
Name: _____________________________________________   
Title: ______________________________________________
     









Signature Page to Reaffirmation of Loan Documents and Amendment No. 2 to Guaranty and Security Agreement
(Third Amended and Restated Credit Agreement)









	
	
	Acknowledged and agreed to as of 
the date hereof: 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent  
 
 
By: _________________________________   
Name: _______________________________   
Title: ________________________________










Signature Page to Reaffirmation of Loan Documents and Amendment No. 2 to Guaranty and Security Agreement
(Third Amended and Restated Credit Agreement)










Schedule I
Reaffirmed Documents
(each dated as of November 2, 2012 and as 
 amended, supplemented or modified through, and  
in effect as of, the date hereof, unless otherwise indicated)
1)Amended and Restated Guaranty and Security Agreement executed by the Loan Parties in favor of Agent.
2)Assignment of Business Interruption Insurance Policy as Collateral Security executed by Borrowers and Parent in favor of Agent.
3)Amended and Restated Environmental Indemnity Agreement executed by Borrowers in favor of Agent.
4)Intercompany Subordination Agreement executed by the Loan Parties and Agent.
5)Amended and Restated Intercreditor Agreement by and between Agent and Union State Bank of Everest, d/b/a Bank of Atchison, and acknowledged by MGPI Processing, Inc.
6)Amended and Restated Bond Pledge and Security Agreement by and among MGPI Processing, Inc., Commerce Bank, N.A., and Agent.
7)Deposit Account Control Agreement (Access Restricted after Notice) dated as of November 29, 2012 by and among Wells Fargo Bank, National Association, as Bank, Wells Fargo Bank, National Association, as Secured Party and MGPI Processing, Inc.
8)Deposit Account Control Agreement (Access Restricted Immediately – ZBA Transfers) dated as of November 29, 2012 by and among Wells Fargo Bank, National Association, as Bank, Wells Fargo Bank, National Association, as Secured Party and MGPI Processing, Inc.
9)Amended and Restated Patent Security Agreement by and between MGPI Processing, Inc. and Agent. 
10)Trademark Security Agreement by and between MGPI Processing, Inc. and Agent.
11)Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of November 27, 2013 made by MGPI Processing, Inc. in favor of Agent 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 and recorded on December 15, 2014 in the Office of the Register of Deeds of Wyandotte County, Kansas as Document No. 2014R-15947.


Schedule I – Page 1







12)Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of February 15, 2010 made by MGPI Processing, Inc. in favor of Agent and recorded on March 16, 2010, in Book 582, Page 552 of the real property records of the Office of the Register of Deeds, Atchison County, Kansas.
13)Real Property Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of February 27, 2015 made by MGPI of Indiana, LLC in favor of Agent and recorded on April 15, 2015 in the real property Dearborn County, Indiana as Document No.2015002032.


Schedule I – Page 2








Schedule II
[See attached Schedules to Guaranty and Security Agreement]














SCHEDULE 1 
COMMERCIAL TORT CLAIMS
 
None.






CORE/3001926.0002/117558850.3 








SCHEDULE 2
COPYRIGHTS


None.






CORE/3001926.0002/117558850.3 








SCHEDULE 3 
INTELLECTUAL PROPERTY LICENSES 


	
					
	LICENSEE
	LICENSOR
	COUNTRY/STATE
	REGISTRATION/ APPLICATION NUMBER, IF ANY
	DESCRIPTION

	MGPI Processing, Inc.
	Kansas State University Research Foundation
	Australia and International
	5,855,946 and 6,299,907
	Plant Based Starches

	DM Ingredients GmbH
	MGPI Processing, Inc.
	EU and specified countries
	 
	Exclusive license to make food products made with Wheatex technology and a nonexclusive license to sell outside the territory.  Also granted license for use of Trutex trade mark in offering the products

	Crespel & Dieters GmbH & Co. KG
	MGPI Processing, Inc.
	 
	 
	Upon the dissolution of GmbH, the licensee will have rights with respect to the Wheatex technology and Trutex Trademark

	Cargill
	MGPI Processing, Inc.
	Australia
	5,855,946
	Production and Marketing of a resistant starch call Fibersym® HA

	National Starch and Chemical Company
	MGPI Processing, Inc.
	USA; Australia; and New Zealand
	 
	Make high amylase maize resistant starch products using licensed technology in the US for sale outside the US; exclusive right to make and sell such products in New Zealand and Australia; nonexclusive right to make and sell the product in the EU; and exclusive right to make and sell the product in the rest of the world (excluding US, EU, Australia and New Zealand)










CORE/3001926.0002/117558850.3 








SCHEDULE 4
PATENTS


UNITED STATES PATENTS:
Registrations:
	
			
	OWNER
	REGISTRATION NUMBER
	DESCRIPTION

	MGPI Processing, Inc.
	5747648
	MODIFIED WHEAT GLUTENS AND USE THEREOF IN FABRICATION OF FILMS

	MGPI Processing, Inc.
	5965708
	MODIFIED WHEAT GLUTENS AND USE THEREOF IN FABRICATION OF FILMS

	MGPI Processing, Inc.
	5977312
	MODIFIED WHEAT GLUTENS AND USE THEREOF IN FABRICATION OF FILMS

	MGPI Processing, Inc.
	5665152
	BIODEGRADABLE GRAIN PROTEIN-BASED SOLID ARTICLES

	MGPI Processing, Inc.
	6517625
	PROTEIN STARCH PAPER

	MGPI Processing, Inc.
	6605367
	PROTEIN STARCH PAPER

	MGPI Processing, Inc.;  
Desert Whale Jojoba  
Company, Inc.
	6552171
	HYDROLYZED JOJOBA PROTEIN AND USES THEREOF

	MGPI Processing, Inc.;  
Desert Whale Jojoba  
Company, Inc.
	6800736
	HYDROLYZED JOJOBA PROTEIN AND USES THEREOF

	MGPI Processing, Inc.;  
Desert Whale Jojoba  
Company, Inc.
	6649177
	HYDROLYZED JOJOBA PROTEIN AND USES THEREOF

	MGPI Processing, Inc.
	7534459
	PROCESS FOR PREPARING HYBRID PROTEINS

	MGPI Processing, Inc.
	6809197
	EMULSION STABILIZING STARCH PRODUCTS

	MGPI Processing, Inc.
	7166305
	POLYVALENT METAL-SUBSTITUTED STARCH PRODUCTS

	MGPI Processing, Inc.
	7989592
	PROCESS FOR PREPARING HYBRID PROTEINS

	MGPI Processing, Inc.
	8309152
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING








CORE/3001926.0002/117558850.3 







Applications:
	
			
	OWNER
	APPLICATION NUMBER
	DESCRIPTION

	MGPI Processing, Inc.
	12/785,169
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	11/115,441
	EXPANDED PRODUCTS WITH HIGH PROTEIN CONTENT

	MGPI Processing, Inc.
	14/256,243
	EXPANDED PRODUCTS WITH HIGH PROTEIN CONTENT

	MGPI Processing, Inc.
	11/294,314
	PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF

	MGPI Processing, Inc.
	11/146,623
	MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME

	MGPI Processing, Inc.
	11/146,671
	REVERSIBLY SWELLABLE GRANULAR STARCH-LIPID COMPOSITES AND METHODS OF MAKING THE SAME

	MGPI Processing, Inc.
	11/830507
	HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS

	MGPI Processing, Inc.
	12/580755
	RESISTANT STARCH-HYDROCOLLOID BLENDS AND USES THEREOF

	MGPI Processing, Inc.
	11/689620
	RESISTANT STARCH-HYDROCOLLOID BLENDS AND USES THEREOF

	MGPI Processing, Inc.
	13/673,641
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING

	MGP Ingredients, Inc.
	13/915200
	HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS

	MGPI Processing, Inc. and Pittsburg State University
	14/516414
	PRODUCTION OF POLYOLS USING DISTILLERS GRAINS AND PROTEINS AND LIGNIN EXTRACTED FROM DISTILLERS

	MGPI Processing, Inc. and Pittsburg State University
	13/757179
	PRODUCTION OF POLYOLS USING DISTILLERS GRAINS AND PROTEINS AND LIGNIN EXTRACTED FROM DISTILLERS

	MGPI Processing, Inc.
	11/585369
	THERMOTOLERANT STARCH-POLYESTER COMPOSITES AND METHODS OF MAKING SAME

	MGPI Processing, Inc.
	8802754 11/339367
	STARCH-PLASTIC COMPOSITE RESINS AND PROFILES MADE BY EXTRUSION

	MGPI Processing, Inc.
	6716599
	METHOD OF PREPARING HYDROLYZED JOJOBA PROTEIN
















CORE/3001926.0002/117558850.3 







OTHER PATENTS: 
Registrations:
	
				
	OWNER
	REGISTRATION NUMBER
	COUNTRY/STATE
	DESCRIPTION

	MGPI Processing, Inc.
	1758461
	GB
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING

	MGPI Processing, Inc.
	1758461
	LU
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING

	MGPI Processing, Inc.
	1758461
	MC
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING

	MGPI Processing, Inc.
	1758461
	CH
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING

	MGPI Processing, Inc.
	1758461
	IE
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING

	MGPI Processing, Inc.
	1758461
	FR
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING

	MGPI Processing, Inc.
	1758461
	DE
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING

	MGPI Processing, Inc.
	2532285
	CA
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	1648237
	SI
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	1648237
	DE
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	1648237
	FR
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	1648237
	IE
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	1648237
	SE
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	1648237
	CH
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	1648237
	LU
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS






CORE/3001926.0002/117558850.3 







	
				
	OWNER
	REGISTRATION NUMBER
	COUNTRY/STATE
	DESCRIPTION

	MGPI Processing, Inc.
	1648237
	MC
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	1648237
	NL
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	1648237
	DK
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	1648237
	GB
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	2004253169
	Australia
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS

	MGPI Processing, Inc.
	2005267599
	Australia
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING

	MGPI Processing, Inc.
	1643841
	DE
	HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS

	MGPI Processing, Inc.
	1643841
	FR
	HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS

	MGPI Processing, Inc.
	1643841
	GB
	HIGH-PROTEIN, LOW-CARBOHYDRATE BAKERY PRODUCTS

	MGPI Processing, Inc.
	3866289
	JP
	BIODEGRADABLE, GRAIN PROTEIN-BASED ARTICLES AND FORMING

	MGPI Processing, Inc.
	4229236
	JP
	Hydrolyzed Protein and Uses Thereof

	MGPI Processing, Inc.
	4839213
	JP
	High-Protein, Low-Carbohydrate Bakery Products

	MGPI Processing, Inc.
	5238495
	JP
	MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME

	MGPI Processing, Inc.
	1888650
	Europe
	MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME

	MGPI Processing, Inc.
	602006033350.1
	DE
	MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME

	MGPI Processing, Inc.
	1888650
	GB
	MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME






CORE/3001926.0002/117558850.3 







	
				
	OWNER
	REGISTRATION NUMBER
	COUNTRY/STATE
	DESCRIPTION

	MGPI Processing, Inc.
	2006254932
	Australia
	MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME








CORE/3001926.0002/117558850.3 







Applications:


	
				
	OWNER
	APPLICATION NUMBER
	COUNTRY/STATE
	DESCRIPTION

	MGPI Processing, Inc.
	2011124186
	JP
	COMPOSITION AND METHOD FOR MAKING HIGH-PROTEIN AND LOW-CARBOHYDRATE FOOD PRODUCTS

	MGPI Processing, Inc.
	2011164823
	Japan
	MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME

	MGPI Processing, Inc.
	2007275271
	Australia
	PROCESS FOR PREPARING HYBRID PROTEINS

	MGPI Processing, Inc.
	2661310
	Canada
	PROCESS FOR PREPARING HYBRID PROTEINS

	MGPI Processing, Inc.
	7813110.9
	Europe
	PROCESS FOR PREPARING HYBRID PROTEINS

	MGPI Processing, Inc.
	2009-521909
	Japan
	PROCESS FOR PREPARING HYBRID PROTEINS

	MGPI Processing, Inc.
	2 611431
	Canada
	MINERAL-BOUND STARCH COMPOSITIONS AND METHODS OF MAKING THE SAME

	MGPI Processing, Inc.
	2007 556375
	Japan
	PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF

	MGPI Processing, Inc.
	6720893.4
	Europe
	PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF

	MGPI Processing, Inc.
	2598089
	Canada
	PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF

	MGPI Processing, Inc.
	2006214040
	Australia
	PREGELATINIZED CHEMICALLY MODIFIED RESISTANT STARCH PRODUCTS AND USES THEREOF

	MGPI Processing, Inc.
	2570902
	Canada
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING

	MGPI Processing, Inc.
	2005 267599
	Australia
	WHEAT PROTEIN ISOLATES AND THEIR MODIFIED FORMS AND METHODS OF MAKING

	MGPI Processing, Inc.
	2006 520157
	Japan
	HIGH-PROTEIN, REDUCED-CARBOHYDRATE BAKERY AND OTHER FOOD PRODUCTS




 




CORE/3001926.0002/117558850.3 








SCHEDULE 5 
PLEDGED COMPANIES




	
							
	Name of Grantor
	Name of Pledged Company
	Number of Share Units
	Class of Interests
	Percentage of Class Owned
	Percentage Of Class Pledged
	Certificate Nos.

	MGP Ingredients, Inc.
	MGPI Processing, Inc.
	1,000
	Common
	100%
	100%
	Cl

	MGP Ingredients, Inc.
	MGPI Processing, Inc.
	10
	Preferred
	100%
	100%
	P1

	MGP Ingredients, Inc.
	MGPI Pipeline, Inc.
	5,000
	Common
	100%
	100%
	C2

	MGP Ingredients, Inc.
	MGPI of Indiana, LLC
	n/a
	n/a
	100%
	100%
	n/a

	MGPI Processing, Inc.
	Thunderbird Real Estate Holdings, LLC
	n/a
	n/a
	100%
	100%
	n/a

	MGPI Processing, Inc.
	Illinois Corn Processing, LLC
	n/a
	n/a
	30%
	30%
	n/a




 




CORE/3001926.0002/117558850.3 








SCHEDULE 6
TRADEMARKS


Registrations:
	
			
	OWNER
	REGISTRATION  
NUMBER
	TRADEMARK

	MGPI Processing, Inc.
	2,681,958
	ARISE

	MGPI Processing, Inc.
	3,259,490
	FIBERRITE

	MGPI Processing, Inc.
	3,143,069
	FIBERSYM

	MGPI Processing, Inc.
	3,086,500
	FIBERSYM and Design  
(highly stylized S)

	MGPI Processing, Inc.
	2,083,385
	FOAM PRO

	MGPI Processing, Inc.
	3,032,619
	MGP INGREDIENTS

	MGPI Processing, Inc.
	3,020,190
	MGP INGREDIENTS, INC.  
and Design

	MGPI Processing, Inc.
	2,926,087
	MIDWEST GRAIN  
PRODUCTS

	MGPI Processing, Inc.
	4472546
	OPTEIN

	MGPI Processing, Inc.
	4556537
	TRUTEX

	MGPI Processing, Inc.
	2,076,023
	WHEATEX

	MGPI Processing, Inc.
	3,450,542
	WHEATEX (word mark)








CORE/3001926.0002/117558850.3 







Applications:
	
			
	OWNER
	APPLICATION NUMBER
	TRADEMARK

	MGPI of Indiana, LLC
	85783212
	DUMA'S HAMMER

	MGPI of Indiana, LLC
	85777793
	CLOUD'S BATCH '41 CLOUD  
L. CRAY SNR

	MGPI of Indiana, LLC
	85777791
	CLOUD'S BATCH '41

	MGPI of Indiana, LLC
	85743480
	TANNERS CREEK

	MGPI of Indiana, LLC
	85725079
	1729 LONDON GIN

	MGPI of Indiana, LLC
	85725074
	B UR BN

	MGPI Processing, Inc.
	86603719
	Till Vodka

	MGPI Processing, Inc.
	86603204
	TILL WHEAT VODKA

	MGPI Processing, Inc.
	86603198
	TILL KANSAS WHEAT VODKA

	MGPI Processing, Inc.
	86603185
	TILL KANSAS ESTATE WHEAT VODKA

	MGPI Processing, Inc.
	86603179
	TILL AMERICAN WHEAT VODKA

	MGPI Processing, Inc.
	86603172
	TILL WHEAT GIN

	MGPI Processing, Inc.
	86749823
	TILL

	MGPI Processing, Inc.
	86749821
	TILL DISTILLING COMPANY

	MGPI Processing, Inc.
	86822944
	TILL and Design

	MGPI Processing, Inc.
	86822946
	Till Bottle Design

	MGPI of Indiana, LLC
	86603161
	MERIWETHER GIN

	MGPI of Indiana, LLC
	86603150
	MERIWETHER LEWIS GIN

	MGPI of Indiana, LLC
	86794384
	ROSSVILLE DISTILLERY

	MGPI of Indiana, LLC
	86651279
	LDI

	MGPI of Indiana, LLC
	86651282
	LAWRENCEBURG DISTILLERS INDIANA




 


CORE/3001926.0002/117558850.3 







OTHER TRADEMARKS: 
Registrations:
	
				
	OWNER
	REGISTRATION NUMBER
	COUNTRY/STATE
	TRADEMARK

	MGPI Processing, Inc.
	2,681,958
	International Class 30
	ARISE

	MGPI Processing, Inc.
	3,259,490
	International Class 30
	FIBERRITE

	MGPI Processing, Inc.
	3,143,069
	International Class 30
	FIBERSYM

	MGPI Processing, Inc.
	3,086,500
	International Class 30
	FIBERSYM and Design  
(highly stylized S)

	MGPI Processing, Inc.
	2,083,385
	International Class 1
	FOAM PRO

	MGPI Processing, Inc.
	3,032,619
	International Class l and 31
	MGP INGREDIENTS

	MGPI Processing, Inc.
	3,020,190
	International Class 1 and 31
	MGP INGREDIENTS,  
INC. and Design

	MGPI Processing, Inc.
	2,926,087
	International Class 42
	MIDWEST GRAIN  
PRODUCTS

	MGPI Processing, Inc.
	2,076,023
	International Class 30
	WHEATEX

	MGPI Processing, Inc.
	3,450,542
	International Class 29
	WHEATEX






Applications: None
 




CORE/3001926.0002/117558850.3 








SCHEDULE 7 
NAME; CHIEF EXECUTIVE OFFICE; TAX IDENTIFICATION NUMBERS AND ORGANIZATIONAL NUMBERS


	
				
	Legal Name
	Chief Executive Office
	Organizational Number
	Federal Taxpayer Identification Number

	MGP Ingredients, Inc.
	100 Commercial Street 
Atchison, Kansas
	KS - 4554606
	45-4082531

	MGPI Processing, Inc.
	100 Commercial Street Atchison, Kansas
	KS - 083220
	48-0531200

	MGPI Pipeline, Inc.
	100 Commercial Street Atchison, Kansas
	KS - 1569474
	48-1076698

	MGPI of Indiana, LLC
	100 Commercial Street Atchison, Kansas
	DE - 4527045
	26-2330535

	Thunderbird Real Estate Holdings, LLC
	100 Commercial Street Atchison, Kansas
	DE - 5517956
	46-5428467




 


 




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SCHEDULE 8 
OWNED REAL PROPERTY


1100 Main, Atchison, Kansas 
1200 Main, Atchison, Kansas
1300 Main, Atchison, Kansas
101 Commercial Street, Atchison, Kansas 
16 Kansas Avenue, Kansas City, Kansas 
7 Ridge Avenue, Lawrenceburg, Indiana
 




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SCHEDULE 9 
DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS




MGP Ingredients, Inc. 
Wells Fargo Bank, N.A. 
Account No. **********
MGP Ingredients, Inc.
Wells Faro Bank, N.A.
Operating Account No. **********
 




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SCHEDULE 11 
LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS




	
		
	Grantor
	Jurisdictions

	MGP Ingredients, Inc.
	Kansas Secretary of State

	MGPI Processing, Inc.
	Kansas Secretary of State

	MGPI Pipeline, Inc.
	Kansas Secretary of State

	MGPI of Indiana, LLC
	Delaware Secretary of State

	MGPI Processing, Inc.
	Atchison County, Kansas Register of Deeds

	MGPI Processing, Inc.
	Potawatomie County, Kansas Register of Deeds

	MGPI of Indiana, LLC
	Dearborn County, Indiana Recorder

	Thunderbird Real Estate Holdings, LLC
	Delaware Secretary of State

	 
	 












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SCHEDULE 12
MOTOR VEHICLES 


MGPI Processing, Inc. Motor Vehicles
	
		
	DESCRIPTION
	VIN #

	1969 Chevrolet
	CS539P869050

	2003 Chevrolet S10 Pickup
	1GCCS14H138141050

	2003 Chevrolet LD 3500
	1GBJC34U13E228143

	2001 Dodge 3500
	3B6MF36WX1M275360

	1999 Chevrolet 2500
	1GBGC24R0XF065694

	2006 Chevrolet Uplander
	1GNDV23L06D190251

	2009 Dodge Ram 1500
	1D3HB16PX9J516677

	1991 Trailer
	1PT01ARH5M9001559

	1991 Trailer
	1PT01ARH1M9001560

	1991 Trailer
	1PT01ARH3M9001561




 
MGPI of Indiana, LLC Motor Vehicles:
	
		
	DESCRIPTION
	VIN #

	2005 DODGE PICKUP TRUCK
	3D7KS28C85G797314

	1996 GRAND MARQUIS
	2MELM74W4TX658773

	2008 FORD EXPLORER
	1FMEU74E18UA93796

	1991 CHEVY STAKE TRUCK
	1GBKC34N5NJ101371

	2003 CAPACITY
	4LMDF71333LD013960

	OTR TRAILERS
	 

	1988 FRUEHAUF
	1H2V0452XJBO29509

	1989 GREAT DANE
	1GRAA9027LBO31901

	1989 GREAT DANE
	1GRAA9020LB031903

	1989 GREAT DANE
	1GRAA902XLB031908

	1990 GREAT DANE
	1GRAA9028LB031907

	1989 GREAT DANE
	1GRAA90242LB031905

	1990 STOUGHTON GVW-485T-S-Z
	1DW1A4826LS693108

	FLATBED TRAILERS
	 

	1987 TRANSCRAFT 45 FT.
	1TTF45208H1029068

	1985 TRANSCRAFT
	1TTF45208F1026314

	SPECIAL  
EQUIPMENT
	VIN #

	1996 SWEEPER 3366XP
	585399

	1988 FORD DIESEL FARM TRACTOR
	 

	MAINT. 2-WHEEL TRAILER
	IN2WHEEL0115653

	FORKLIFT MAINT. C500-YS60
	4355-94-5090-082










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