Exhibit
4.1


*LOAN 5404*


 


 


PROMISSORY NOTE


9/29/05

(Date)


FOR
VALUE RECEIVED, MGP Ingredients, Inc. a corporation located at the address
stated below (“Maker”) promises, jointly and severally if more than one, to pay
to the order of General Electric Capital Corporation or any subsequent holder
hereof (each, a “Payee”) at its office located at 16479 Dallas Parkway #300,
Addison, TX 75001-2512 or at such other place as Payee or the holder hereof may
designate, the principal sum of Seven Million and 00/100 Dollars
($7,000,000.00), with interest on the unpaid principal balance, from the date
hereof through and including the dates of payment, at a fixed, simple interest
rate of Five and 92/100 percent (5.92%) per annum, to be paid in lawful money
of the United States, in Sixty (60) consecutive monthly installments of
principal and interest as follows:




	
  Periodic Installment

  	
   

  	
  Amount

  	
   

  
	
  1  @

  	
   

  	
  $

  	
  138,524.90

  	
   

  
	
  58 @

  	
   

  	
  $

  	
  135,071.23

  	
   

  
						






 


each
(“Periodic Installment”) and a final installment which shall be in the amount
of the total outstanding principal and interest.  The first Periodic Installment shall be due
and payable on 11/1/05 and the following Periodic Installments and the final
installment shall be due and payable on the same day of each succeeding period
(each, a “Payment Date”).  All payments
shall be applied first to interest and then to principal.  The acceptance by Payee of any payment which
is less than payment in full of all amounts due and owing at such time shall
not constitute a waiver of Payee’s right to receive payment in full at such
time or at any prior or subsequent time. 
Interest shall be calculated on the basis of a 365 day year (366 day
leap year).  The payment of any Periodic
Installment after its due date shall result in a corresponding decrease in the
portion of the Periodic Installment credited to the remaining unpaid principal
balance.  The payment of any Periodic
Installment prior to its due date shall result in a corresponding increase in
the portion of the Periodic Installment credited to the remaining unpaid
principal balance.


The
Maker hereby expressly authorizes the Payee to insert the date value is
actually given in the blank space on the face hereof and on all related
documents pertaining hereto.


This
Note may be secured by a security agreement, chattel mortgage, pledge agreement
or like instrument (each of which is hereinafter called a “Security Agreement”).


Time
is of the essence hereof.  If any
installment or any other sum due under this Note or any Security Agreement is
not received within ten (10) days after its due date, the Maker 





















 


agrees
to pay, in addition to the amount of each such installment or other sum, a late
payment charge of five percent (5%) of the amount of said installment or other
sum, but not exceeding any lawful maximum. 
If (i) Maker fails to make payment of any amount due hereunder within
ten (10) days after the same becomes due and payable; or (ii) Maker is in
default under, or fails to perform under any term or condition contained in any
Security Agreement, then the entire principal sum remaining unpaid, together
with all accrued interest thereon and any other sum payable under this Note or
any Security Agreement, at the election of Payee, shall immediately become due
and payable, with interest thereon at the lesser of eighteen percent (18%) per
annum or the highest rate not prohibited by applicable law from the date of
such accelerated maturity until paid (both before and after any judgment).


The
Maker may prepay in full, but not in part, its entire indebtedness hereunder
upon payment of the entire indebtedness plus an additional sum as a premium
equal to the following percentages of the original principal balance for the
indicated period:


Prior to the first annual
anniversary date of this Note: Three percent (3%)

Thereafter and prior to the second annual anniversary date of this Note: Two
percent (2%)

Thereafter and prior to the third annual anniversary date of this Note: One
percent (1%)

and zero percent (0%) thereafter, plus all other sums due hereunder or under
any Security Agreement.


It
is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Note or any Security Agreement, in no event shall this Note or
any Security Agreement require the payment or permit the collection of interest
in excess of the maximum amount permitted by applicable law.  If any such excess interest is contracted
for, charged or received under this Note or any Security Agreement, or if all
of the principal balance shall be prepaid, so that under any of such
circumstances the amount of interest contracted for, charged or received under
this Note or any Security Agreement on the principal balance shall exceed the
maximum amount of interest permitted by applicable law, then in such event (a)
the provisions of this paragraph shall govern and control, (b) neither Maker
nor any other person or entity now or hereafter liable for the payment hereof
shall be obligated to pay the amount of such interest to the extent that it is
in excess of the maximum amount of interest permitted by applicable law, (c)
any such excess which may have been collected shall be either applied as a
credit against the then unpaid principal balance or refunded to Maker, at the
option of the Payee, and (d) the effective rate of interest shall be
automatically reduced to the maximum lawful contract rate allowed under
applicable law as now or hereafter construed by the courts having jurisdiction
thereof.  It is further agreed that
without limitation of the foregoing, all calculations of the rate of interest
contracted for, charged or received under this Note or any Security Agreement
which are made for the purpose of determining whether such rate exceeds the
maximum lawful contract rate, shall be made, to the extent permitted by
applicable law, by amortizing, prorating, allocating and spreading in equal
parts during the period of the full stated term of the indebtedness evidenced
hereby, all interest at any time contracted for, charged or received from Maker
or otherwise by Payee in connection 


 


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with
such indebtedness; provided, however, that if any applicable state law is
amended or the law of the United States of America preempts any applicable
state law, so that it becomes lawful for the Payee to receive a greater
interest per annum rate than is presently allowed, the Maker agrees that, on
the effective date of such amendment or preemption, as the case may be, the
lawful maximum hereunder shall be increased to the maximum interest per annum
rate allowed by the amended state law or the law of the United States of
America.


The
Maker and all sureties, endorsers, guarantors or any others (each such person,
other than the Maker, an “Obligor”) who may at any time become liable for the
payment hereof jointly and severally consent hereby to any and all extensions
of time, renewals, waivers or modifications of, and all substitutions or
releases of, security or of any party primarily or secondarily liable on this
Note or any Security Agreement or any term and provision of either, which may
be made, granted or consented to by Payee, and agree that suit may be brought
and maintained against any one or more of them, at the election of Payee
without joinder of any other as a party thereto, and that Payee shall not be
required first to foreclose, proceed against, or exhaust any security hereof in
order to enforce payment of this Note. 
The Maker and each Obligor hereby waives presentment, demand for
payment, notice of nonpayment, protest, notice of protest, notice of dishonor,
and all other notices in connection herewith, as well as filing of suit (if
permitted by law) and diligence in collecting this Note or enforcing any of the
security hereof, and agrees to pay (if permitted by law) all expenses incurred
in collection, including Payee’s actual attorneys’ fees.  Maker and each Obligor agrees that fees not
in excess of twenty percent (20%) of the amount then due shall be deemed
reasonable.


EACH
THE PAYEE AND THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR
INDIRECTLY, THIS NOTE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER
AND PAYEE RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED
TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER
AND PAYEE.  THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS).  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE,
ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. 
IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.


This
Note and other Debt Documents constitute the entire agreement of the Maker and
Payee with respect to the subject matter hereof and supercedes all prior
understandings, agreements and representations, express or implied.


 


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No
variation or modification of this Note, or any waiver of any of its provisions
or conditions, shall be valid unless in writing and signed by an authorized
representative of Maker and Payee.  Any
such waiver, consent, modification or change shall be effective only in the
specific instance and for the specific purpose given.


Any
provision in this Note or any of the other Debt Documents which is in conflict
with any statute, law or applicable rule shall be deemed omitted, modified or
altered to conform thereto.


	
   

  	
  MGP Ingredients, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Brian T. Cahill

  
	
  (Witness)

  	
   

  
	
   

  	
  Name:Brian T. Cahill

  
	
   

  	
   

  	
   

  
	
  (Print Name)

  	
  Title: CFO

  
	
   

  	
   

  
	
   

  	
   

  	
  Federal Tax ID #:

  
	
  (Address)

  	
   

  
	
   

  	
  Address: 

  	
  1300 Main Street Atchison,
  

  Atchison County, KS 66002

  
					



 


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