Exhibit
4.3


CROSS-COLLATERAL AND CROSS-DEFAULT AGREEMENT


General Electric Capital
Corporation &

GE Capital Public Finance, Inc.

16479 Dallas Parkway #300

Addison, TX  75001-2512


Gentlemen:


You, General Electric Capital Corporation and GE Capital Public Finance,
Inc. (and/or each of your successors or assigns, hereinafter referred to
individually and collectively as, “you”) have entered into or purchased one or
more conditional sale contracts, lease agreements, chattel mortgages, security
agreements, notes and other choses in action (herein designated “Accounts”)
arising from the bona fide sale or lease to us, by various vendors or lessors,
of equipment and inventory (herein designated “Collateral”) and/or you have
made direct loans to or otherwise extended credit to us evidenced by Accounts
creating security interests in Collateral.


In order to induce you to extend our time of payment on one or more
Accounts and/or to make additional loans to us and/or to purchase additional
Accounts and/or to lease us additional equipment, and in consideration of your
so doing, and for other good and valuable consideration, the receipt of which
we hereby acknowledge, we agree as follows:


All presently existing and hereafter acquired Collateral in which you
have or shall have a security interest shall secure the payment and performance
of all of our liabilities and obligations to you of every kind and character,
whether joint or several, direct or indirect, absolute or contingent, due or to
become due, and whether under presently existing or hereafter created Accounts
or agreements, or otherwise.


We further agree that your security interest in the property covered by
any Account now held or hereafter acquired by you shall not be terminated in
whole or in part until and unless all indebtedness of every kind, due or to
become due, owed by us to you is fully paid and satisfied and the terms of
every Account have been fully performed by us. 
It is further agreed that you are to retain your security interest in
all property covered by all Accounts held or acquired by you, as security for
payment and performance under each such Account, notwithstanding the fact that
one or more of such Accounts may become fully paid.


This instrument is intended to create cross-default and cross-security
between and among all the within described Accounts now owned or hereafter
acquired by you.


A default under any Account or agreement shall be deemed to be a
default under all other Accounts and agreements.  A default shall result if we fail to pay any
sum when due on any Account or agreement, or if we breach any of the other
terms and conditions thereof, or if we become insolvent, cease to do business
as a going concern, make an assignment for the benefit of creditors, or if a
petition for a receiver or in bankruptcy is filed by or against us, or if any
of our property is seized, attached or levied upon.  Upon 





















 


our default any or all Accounts and
agreements shall, at your option, become immediately due and payable without
notice or demand to us or any other party obligated thereon, and you shall have
and may exercise any and all rights and remedies of a secured party under the
Uniform Commercial Code as enacted in the applicable jurisdiction and as
otherwise granted to you under any Account or other agreement.  We hereby waive, to the maximum extent
permitted by law, notices of default, notices of repossession and sale or other
disposition of collateral, and all other notices, and in the event any such
notice cannot be waived, we agree that if such notice is mailed to us postage
prepaid at the address shown below at least five (5) days prior to the exercise
by you of any of your rights or remedies, such notice shall be deemed to be
reasonable and shall fully satisfy any requirement for giving notice.


All rights granted to you hereunder shall be cumulative and not
alternative, shall be in addition to and shall in no manner impair or affect
your rights and remedies under any existing Account, agreement, statute or rule
of law.


This agreement may not be varied or altered nor its provisions waived
except by your duly executed written agreement. 
This agreement shall inure to the benefit of your successors and assigns
and shall be binding upon our heirs, administrators, executors, legal
representatives, successors and assigns.


IN WITNESS WHEREOF, this agreement is executed
this 29th day of  September, 2005.


	
   

  	
  MGP
  Ingredients, Inc.

  
	
   

  	
  (Name
  of Proprietorship, Partnership or Corporation, as applicable)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian T. Cahill

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
  Title:CFO

  
	
   

  	
  (Owner,
  Partner or Officer, as applicable)

  
	
   

  	
   

  
	
   

  	
  Address:
  

  	
  1300
  Main Street

  Atchison, KS 66002

  
	
   

  	
   

  	
   

  
				



 


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