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Exhibit 4.5
LOAN NUMBER
LOAN NAME
ACCT. NUMBER
NOTE DATE
INITIALS
MGP Ingredients, Inc.
03/31/09
DB
NOTE AMOUNT
INDEX (w/Margin)
RATE
MATURITY DATE
LOAN PURPOSE
$
1,500,000.00
3 Year Treasury Index plus 6.000%
7.250
%
03/31/14
Commercial
Creditor Use Only
COMMERCIAL LOAN
AGREEMENT
Single Advance Loan
DATE AND PARTIES. The date of this Commercial Loan
Agreement (Agreement) is March 31, 2009. The parties and
their addresses are:
LENDER:
UNION STATE BANK - BANK OF
ATCHISON
545 Main Street
Everest, KS 66424
BORROWER:
MGP INGREDIENTS,
INC.
a Kansas Corporation
PO Box 130
Atchison, KS 66002
1.DEFINITIONS. For the purposes of
this Agreement, the following terms have the following
meanings:
A.Accounting Terms. In this
Agreement, any accounting terms that are not specifically defined
will have their customary meanings under generally accepted
accounting principles.
B.Insiders. Insiders include
those defined as insiders by the United States Bankruptcy Code, as
amended; or to the extent left undefined, include without
limitation any officer, employee, stockholder or member, director,
partner, or any immediate family member of any of the foregoing, or
any person or entity which, directly or indirectly, controls, is
controlled by or is under common control with me.
C.Loan. The Loan refers to
this transaction generally, including obligations and duties
arising from the terms of all documents prepared or submitted for
this transaction.
D.Loan Documents. Loan Documents refer
to all the documents executed as a part of or in connection with
the Loan.
E.Pronouns. The pronouns
“I”, “me” and “my” refer to
every Borrower signing this Agreement, individually or
together. “You” and “your” refers to
the Loan’s lender.
F.Property. Property is any
property, real, personal or intangible, that secures my performance
of the obligations of this Loan.
2.SINGLE ADVANCE. In accordance with the
terms of this Agreement and other Loan Documents, you will provide
me with a term note in the amount of $1,500,000.00
(Principal). I will receive the funds from this Loan in one
advance. No additional advances are contemplated, except
those made to protect and preserve your interests as provided in
this Agreement or other Loan Documents.
3.MATURITY DATE. I agree to fully repay
the Loan by March 31, 2014.
4.WARRANTIES AND
REPRESENTATIONS. I make to you the
following warranties and representations which will continue as
long as this Loan is in effect, except when this Agreement provides
otherwise.
A.Power. I am duly organized,
and validly existing and in good standing in all jurisdictions in
which I operate. I have the power and authority to enter into
this transaction and to carry on my business or activity as it is
now being conducted and as applicable, am qualified to do so in
each jurisdiction in which I operate.
B.Authority. The execution,
delivery and performance of this Loan and the obligation evidenced
by the Note are within my powers, have been duly authorized, have
received all necessary governmental approval, will not violate any
provision of law, or order of court or governmental agency, and
will not violate any agreement to which I am a party or to which I
am or any of my property is subject.
C.Name and Place of Business. Other than
previously disclosed in writing to you I have not changed my name
or principal place of business within the last 10 years and have
not used any other trade or fictitious name. Without your
prior written consent, I do not and will not use any other name and
will preserve my existing name, trade names and
franchises.
D.Hazardous Substances. Except as
I previously disclosed in writing and you acknowledge in writing,
no Hazardous Substance, underground tanks, private dumps or open
wells are currently located at, on, in, under or about the
Property.
E.Use of Property. After diligent
inquiry, I do not know or have reason to know that any Hazardous
Substance has been discharged, leached or disposed of, in violation
of any Environmental Law, from the property onto, over or into any
other property, or from any other property onto, over or into the
property.
F.Environmental Laws. I have no
knowledge or reason to believe that there is any materials, pending
or threatened investigation, claim, judgment or order, violation,
lien, or other notice under any Environmental Law that concerns me
or the property. The property and any activities on the
property are in full compliance with all Environmental
Law.
G.Loan Purpose. The purpose of this
Loan is Cash Infusion to Working Capital.
H.No Other Liens. I own or lease all
property that I need to conduct my business and activities. I
have good and marketable title to all property that I own or
lease. All of my Property is free and clear of all liens,
security interests, encumbrances and other adverse claims and
interests, except those to you or those you consent to in
writing.
I.Compliance With Laws. I am not
violating any laws, regulations, rules, orders, judgments or
decrees applicable to me or my property, except for those which I
am challenging in good faith through proper proceedings after
providing adequate reserves to fully pay the claim and its
challenge should I lose.