Exhibit 4
SEVENTH AMENDMENT TO CREDIT
AGREEMENT
This Seventh Amendment to Credit
Agreement (the “ Amendment ”) is made as of
June 15, 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, (iv) a
Fourth Amendment to Credit Agreement dated as of February 27,
2009, and a letter agreement dated as of March 11, 2009,
(v) a Fifth Amendment to Credit Agreement dated as of
March 13, 2009, and (vi) a Sixth Amendment to Credit
Agreement dated as of March 26, 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 Banks extend the date by which the Borrowers must comply with
certain obligations under the Credit Agreement.
(c)
The Bank Parties are willing to
agree to the foregoing request 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.
Extension of Timing
Requirement.
Section 6.1(q) of the Credit Agreement is amended to read
as follows:
(q)
Timing of Certain
Transactions . The
Borrowers covenant to the Banks that: (1) on or before
April 1, 2009, the Borrowers shall close on the financing
transactions described in the definitions of Permitted Atchison
Debt and Permitted Cray Debt in Section 1.1 of this Agreement
in amounts and on terms and conditions reasonably satisfactory to
the Banks; (2) on or before April 15, 2009, the Borrowers
shall close on the financing transactions described in the
definition of Permitted ENB Debt in Section 1.1 of this
Agreement in an amount and on terms and conditions reasonably
satisfactory to the Banks; and (3) on or before July 17,
2009, MGP shall have received at least one of the following
(i) a written commitment letter or agreement from a
third-party buyer to purchase MGP’s Pekin, Illinois facility
for an amount and on terms and conditions reasonably satisfactory
to the Banks, (ii) a written commitment letter or agreement by
a bank or other institutional lender to provide the Permitted USDA
Debt in an amount and on terms and conditions reasonably
satisfactory to the Banks, or (iii) written commitment
letter(s) or agreement(s) from banks or other
