Exhibit 4.9.21
July 17, 2009
MGP Ingredients, Inc.
Midwest Grain Pipeline, Inc.
100 Commercial Street
Atchison, Kansas 66002
Re:
Stepdown
Extensions
Ladies and Gentlemen:
Please refer to the Credit Agreement dated as of
May 5, 2008, among MGP Ingredients, Inc., Midwest Grain
Pipeline, Inc., Commerce Bank, N.A., as Agent, Issuing Bank
and Swingline Lender, and the Banks party thereto, as amended by
(1) a First Amendment to Credit Agreement dated as of
September 3, 2008, (2) a Second Amendment to Credit
Agreement dated as of November 7, 2008, (3) a Third
Amendment to Credit Agreement dated as of December 19, 2008,
(4) a Fourth Amendment to Credit Agreement dated as of
February 27, 2009, and a letter agreement dated as of
March 11, 2009, (5) a Fifth Amendment to Credit Agreement
dated as of March 13, 2009, (6) a Sixth Amendment to
Credit Agreement dated as of March 26, 2009 and (7) a
Seventh Amendment to Credit Agreement dated as of June 15,
2009 (as so amended, the “ Credit Agreement
”). Capitalized terms used and not defined in this
letter have the meanings given to them in the Credit
Agreement.
By executing and delivering this letter, the
parties to the Credit Agreement agree that:
1.
The definition of
Letter of Credit Commitment in Section 1.1 of the
Credit Agreement is amended by (a) changing the reference to
“July16, 2009” in subclause (2) thereof to
“July 23, 2009” and (b) changing the
reference to “July 17, 2009” in subclause
(3) thereof to “July 24,
2009”.
2.
The definition of
Revolving Credit Commitment in Section 1.1 of the
Credit Agreement is amended by (a) changing the reference to
“July17, 2009” in subclause (2) thereof to
“July 23, 2009” and (b) changing the
reference to “July 16, 2009” in subclause
(3) thereof to “July 24,
2009”.
3.
The definition of
Swingline Loan Commitment in Section 1.1 of the Credit
Agreement is amended by (a) changing the reference to
“July16,
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