EX-4.1.2 3 ex41212312016-10xk.htm EXHIBIT 4.1.2
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

CORE/3001926.0002/117558850.3

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
CORE/3001926.0002/117558850.3

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. **********
CORE/3001926.0002/117558850.3

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

CORE/3001926.0002/117558850.3

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

CORE/3001926.0002/117558850.3