Exhibit
4.2
FIFTH AMENDMENT TO CREDIT
AGREEMENT
This Fifth Amendment to Credit
Agreement (the " Amendment ") is made as of March 13, 2009,
by and among MGP Ingredients, Inc., a Kansas corporation ("
MGP "), Midwest Grain Pipeline, Inc., a Kansas corporation
(" Midwest Grain "), Commerce Bank, N.A., as Agent, Issuing
Bank and Swingline Lender under the Credit Agreement referred to
below, and the Banks party to the Credit Agreement referred to
below. MGP and Midwest Grain are each referred to herein
as a " Borrower " and are collectively referred to herein as
the " Borrowers ." The Banks, the Agent, the
Issuing Bank and the Swingline Lender are each referred to herein
as a " Bank Party " and are collectively referred to herein
as the " Bank Parties ."
Preliminary
Statements
(a) The
Borrowers and the Bank Parties are parties to a Credit Agreement
dated as of May 5, 2008, as amended by (i) a First Amendment to
Credit Agreement dated as of September 3, 2008, and a letter
agreement dated October 31, 2008, (ii) a Second Amendment to Credit
Agreement dated as of November 7, 2008, (iii) a Third Amendment to
Credit Agreement dated as of December 19, 2008, and (iv) a Fourth
Amendment to Credit Agreement dated as of February 27, 2009, and a
letter agreement dated as of March 11, 2009 (as so amended, the "
Credit Agreement "). Capitalized terms used and
not defined in this Amendment have the meanings given to them in
the Credit Agreement.
(b) The
Borrowers have requested that the outside date of the Standstill
Period be extended to March 27, 2009 and that, likewise, the date
of the next reduction in the Overadvance Amount be extended to
March 27, 2009.
(c) The
Bank Parties are willing to agree to the foregoing requests by the
Borrowers, subject, however, to the terms, conditions and
agreements set forth in this Amendment.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Acknowledgement
of Defaults and Banks' Rights . The Borrowers
acknowledge and agree that: (a) the Borrowers have failed to comply
with their obligations under the Credit Documents and that, as a
result, Designated Defaults have occurred and are continuing under
the Credit Agreement; and (b) because of the Designated Defaults,
and but for the Bank Parties' agreements set forth in Section 3.19
of the Credit Agreement, as amended hereby, the Bank Parties have
the present legal right (i) to stop making Loans and other credit
extensions under the Credit Documents, (ii) to accelerate the
maturity of the Obligations, and (iii) to exercise all other rights
or remedies available to the Bank Parties upon the occurrence of an
Event of Default.
2. Standstill
Period Expiration Date . The reference to "March 13,
2009" in Section 3.19 of the Credit Agreement is amended to read
"March 27, 2009".
3. Delay of the
Overadvance Step-down . Each reference to "March 13,
2009" in the definition of Overadvance Amount in Section 1.1 of the
Credit Agreement is amended to read "March 27, 2009".
4. No Other
Amendments; No Waiver . Except as amended hereby,
the Credit Agreement and the other Credit Documents shall remain in
full force and effect and be binding on the parties in accordance
with their respective terms. Nothing in this Amendment
shall constitute a waiver by any of the Bank Parties of any Default
or Event of Default which may exist on the date hereof, and nothing
herein shall require any Bank Party to waive any Default or Event
of Default which may arise hereafter. Nothing herein
shall act to release any Lien on any Collateral or limit the scope
or amount of the obligations secured thereby.
5. Reaffirmation
of Credit Documents .&
