Exhibit 4.6
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MGP INGREDIENTS, INC.
(TIN:48-0531200)
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Union State Bank of Everest DBA Bank of Atchison
USB
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Loan Number
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BOA92377
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PO Box 130
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701 Kansas Avenue
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Date
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07/20/09
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Atchison, KS 66002
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Atchison, KS 66002
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Maturity Date
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07/25/16
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Loan Amount
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$ 2,000,000.00
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Renewal Of
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New
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BORROWER’S NAME AND
ADDRESS
“I” includes each borrower above, jointly and
severally
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LENDER’S NAME AND
ADDRESS “You” means the lender, its
successors and assigns.
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For value received, I promise to pay to you, or
your order, at your address listed above the PRINCIPAL sum of
Two Million and 00/100
Dollars
$ 2,000,000.00
x
Single Advance: I will receive all of this principal sum
on July 20, 2009 . No additional advances
are contemplated under this note.
o
Multiple Advance:
The principal sum shown above
is the maximum amount of principal I can borrow under this
note. On
I
will receive the amount of
$ and
future principal advances are contemplated.
Conditions:
The conditions for future
advances
are
o
Open End Credit:
You and I agree that I may
borrow up to the maximum amount of principal more than one
time. This feature is subject to all other conditions and
expires
on .
x
Closed End Credit: You and I agree that I may borrow up to
the maximum only one time (and subject to all other
conditions).
INTEREST: I agree to pay interest on the
outstanding principal balance from- July 20,
2009 at the rate of 7.500 % per year until
October 25, 2009 .
x Variable Rate: This rate may then change as stated
below.
x
index Rate: The future rate will be
6.000% over the following
index rate: Three Year Treasury
o
No Index:
The future rate will not be
subject to any internal or external index. It will be
entirely in your control.
x
Frequency and Timing: The rate on this note may change as often
as every three months beginning October 25, 2009 A
change in the interest rate will take effect Oct. 25th,
2009 and every third month thereafter
o
Limitations:
During the term of this loan,
the applicable annual interest rate will not be more
than %
or less
than %.
The rate may not change more
than %
each .
Effect of Variable
Rate: A change in
the interest rate will have the following effect on the
payments:
o
The amount of each scheduled payment
will change. o The amount of the final payment will
change.
o
ACCRUAL METHOD: Interest will be calculated on a
Actual/360 Day basis.
POST MATURITY RATE:
I agree to pay interest on
the unpaid balance of this note owing after maturity, and until
paid in full, as stated below:
x
on the same fixed or variable rate basis in
effect before maturity (as indicated above).
o
at a rate equal to
x
LATE CHARGE: If a payment is made more than
10 days after it is due, I agree to pay a late charge
of 5% of the late payment with a minimum of $1,000 and a
maximum of $1,500
o
ADDITIONAL CHARGES:
In addition to interest, I
agree to pay the following charges which o are o are not included in the principal amount
above:
PAYMENTS: I agree to pay this note as
follows:
o
Interest: I agree to pay accrued
interest
o
Principal:
I agree to pay the
principal
x
Installments: I agree to pay this note in
84 payments. The first payment will be in the
amount of $ 32,000.00 and will be due
August 25, 2009 . A payment of $
32,000.00 will be due on the 25th day of each
month thereafter. The final payment of the entire
unpaid balance of principal and interest will be due
July 25th 2016 .
ADDITIONAL TERMS:
Borrower agrees to the following: 1)
Provide unedited Monthly financial statements, profit &
loss and Cash flow projections within 30 days after Month
end. 2) Provide the Bank with adequate insurance coverage on
mortgaged assets to include Flood Insurance in the designated
areas. 3) Pay all fees associated with this loan-see work
sheet dated 7-20-09. 4) A prepayment fee of 3% of the
balance, based on the regular scheduled payment of $32,000 a
month. This prepayment penalty is for the 1st Five years,
ending July 25th, 2014. Bank will waive the prepayment
fee, if Bank is a party to a renewal of this note. 5) Provide
bank with all monitoring results for the active ‘LUST’
as identified in the Phase 1 environmental study dated
March 2009 by URS. 6) All terms are subject to the
Intercreditor agreement dated July 20th 2009. Borrower
and Lender acknowledge the existence of recognizable environmental
conditions (RECs) as disclosed in the “Phase 1 Environmental
Site Assessment” dated March 2009, completed by
URS. Lender accepts this as full disclosure of known RECs by
borrower.
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x SECURITY: This note is
separately secured by (describe
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PURPOSE: The purpose of this loan is working
capital
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separate document by type and date):
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Security agreement dated 7-20-09 and Real estate
mortgage dated 7-20-09
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SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE
(INCLUDING THOSE ON PAGE 2) . I have received a copy on today’s
date.
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(This section is for your internal use. Failure
to list a separate security document does not mean the agreement
will not secure this note.)
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MGP INGREDIENTS, INC.
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Signature for Lender
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/s/ Timothy W.
Newkirk
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Timothy W. Newkirk, President &
CEO
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/s/ Donald E. Bell
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Donald E. Ball, Senior Vice President
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UNIVERSAL NOTE
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