Exhibit 4.1.12


 


Wells Fargo Business Credit


Sixth & Marquette

Minneapolis, Minnesota  55479

612-673-8500


 


February 2,
2010


 


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:


 


Borrower owes to certain
General Electric entities (collectively, “GE”)
approximately $2,146,027.00 (the “GE Indebtedness”).  Notwithstanding anything contained in the
Credit Agreement to the contrary, Lender hereby consents to the complete
prepayment of GE Indebtedness by Borrower, provided that (i) Borrower
causes GE to promptly release and terminate the filings and interests set forth
on Exhibit A attached hereto and each other security interest in
the assets of Borrower held by GE, (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 GE Indebtedness pay-off,
Borrower and Lender agree that all references to indebtedness to or liens held
by GE shall be deleted from Schedule 6.3 and Schedule 6.4 of the
Credit Agreement.  On or before February 28,
2010, Borrower shall provide evidence to Lender which is acceptable to Lender
in its sole but reasonable discretion that GE has released and does not hold a
lien in any assets of Borrower.


 


The Credit Agreement,
among other things, prohibits the Borrower from making any contribution or
investment in any Person or Affiliate. 
Borrower has requested that Lender consent to Borrower making a
contribution of up to approximately $1,119,663.00 (the “Firebird
Contribution”) to Firebird Acquisitions, LLC, a Delaware limited
liability company (“Firebird”), a
Subsidiary of Borrower, for the purpose of repaying all obligations owed by
Firebird to Commerce Bank. 
Notwithstanding the provisions of the Credit Agreement and the other
Loan Documents, Lender hereby consents to Borrower making the Firebird
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 Firebird Contribution:


 


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


 

















 


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


 


(iii)                              Firebird shall promptly pay the full amount of the
Firebird Contribution to Commerce Bank and terminate all of it lending
arrangements with Commerce Bank.


 


(iv)                             On or before February 28, 2010,
Borrower shall provide evidence to Lender which is acceptable to Lender in its
sole but reasonable discretion that Commerce Bank has released and does not
hold a lien in any assets of Firebird.


 


Effective upon the
Firebird Contribution, Borrower and Lender agree that all references to
indebtedness to or liens held by Commerce Bank shall be deleted from Schedule
6.4 of the Credit Agreement.  For
Lender’s consent hereunder, Borrower covenants and agrees that it shall not to
permit Firebird to create, incur or suffer to exist any Lien upon or of any of
Firebird’s assets, whether now owned or hereafter acquired, to secure any
indebtedness.


 


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 & CEO

  	
   

  	
   

  
						



 


2

















 


Exhibit A


 


GE
Releases


 


	
  Kansas

  	
   

  	
  4972881

  	
   

  	
  8/23/2001

  	
   

  	
  GE Capital Public Finance, Inc.

  	
   

  	
  Mortgaged Property

  
	
   

  	
   

  	
  5377585 (amends 4972881)

  	
   

  	
  10/18/2002

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  94659027 (amends 4972881)

  	
   

  	
  7/21/2006

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  94659043 (continues 4972881)

  	
   

  	
  7/21/2006

  	
   

  	
   

  	
   

  	
   

  
	
  Kansas

  	
   

  	
  5885181

  	
   

  	
  10/4/2004

  	
   

  	
  GE Capital Public Finance, Inc.

  	
   

  	
  Specific Equipment

  
	
   

  	
   

  	
  5904883 (amends 5885181)

  	
   

  	
  11/12/2004

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  97134547

  	
   

  	
  6/1/2009

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kansas

  	
   

  	
  6053326

  	
   

  	
  10/4/2005

  	
   

  	
  General Electric Capital
  Corporation

  	
   

  	
  Specific Equipment

  



 


3