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Exhibit 4.4
LOAN NUMBER
LOAN NAME
ACCT. NUMBER
NOTE DATE
INITIALS
MGP INGREDIENTS, INC -
04/15/09
DMW/CML
NOTE AMOUNT
INDEX (w/Margin)
RATE
MATURITY DATE
LOAN PURPOSE
$
2,800,000.00
Not Applicable
7.000
%
09/03/09
Commercial
Creditor Use Only
PROMISSORY NOTE
(Commercial - Single Advance)
DATE AND PARTIES. The date of this Promissory Note (Note)
is April 15, 2009. The parties and their addresses
are:
LENDER:
EXCHANGE NATIONAL BANK &
TRUST CO.
600 COMMERCIAL ST
ATCHISON, Kansas 66002
Telephone: 913-387-6000
BORROWER:
MGP INGREDIENTS, INC
a Kansas Corporation
P O BOX 130
ATCHISON, KS 66002
1. DEFINITIONS. As used in
this Note, the terms have the following meanings:
A.
Pronouns. The pronouns
“I,” “me,” and “my” refer to
each Borrower signing this Note, individually and together.
“You” and “Your” refer to the,
Lender.
B. Note. Note
refers to this document, and any extensions, renewals,
modifications and substitutions of this Note.
C. Loan. Loan
refers to this transaction generally, including obligations and
duties arising from the terms of all documents prepared or
submitted for this transaction such as applications, security
agreements, disclosures or notes, and this Note.
D. Loan
Documents. Loan Documents refer
to all the documents executed as a part of or in connection with
the Loan.
E.
Property. Property is any
property, real, personal or intangible, that secures my performance
of the obligations of this Loan.
F.
Percent. Rates and rate change
limitations are expressed as annualized percentages.
2. PROMISE TO
PAY. For value received, I
promise to pay you or your order, at your address, or at such other
location as you may designate, the principal sum of $2,800,000.00
(Principal) plus interest from April 15, 2009 on the unpaid
Principal balance until this Note matures or this obligation is
accelerated.
3. INTEREST. Interest
will accrue on the unpaid Principal balance of this Note at the
rate of 7.000 percent (Interest Rate).
A. Post-Maturity
Interest. After maturity or
acceleration, interest will accrue on the unpaid Principal balance
of this Note at the Interest Rate in effect from time to time,
until paid in full.
B. Maximum
Interest Amount. Any amount assessed or
collected as interest under the terms of this Note will be limited
to the maximum lawful amount of interest allowed by state or
federal law, whichever is greater. Amounts collected in
excess of the maximum lawful amount will be applied first to the
unpaid Principal balance. Any remainder will be refunded to
me.
C. Statutory
Authority. The amount assessed or
collected on this Note is authorized by the Kansas usury laws under
Kan. Stat. Ann. § 16-207.
D. Accrual. Interest
accrues using an Actual/365 days counting method.
4. REMEDIAL
CHARGES. In addition to
interest or other finance charges, I agree that I will pay these
additional fees based on my method and pattern of payment.
Additional remedial charges may be described elsewhere in this
Note.
A. Late
Charge. If a payment is more
than 10 days late, I will be charged 5.000 percent of the Unpaid
Portion of Payment. I will pay this late charge promptly but
only once for each late payment.
B. Returned
Payment Charges. A(n) Returned
Payment Charges equal to $30.00.
5. PAYMENT. I agree to
pay this Note in installments of accrued interest beginning
May 3, 2009, and then on the 3rd day of each month
thereafter. I agree to pay the entire unpaid Principal and
any accrued but unpaid interest on September 3,
2009.
Payments will be rounded to the nearest
$.01. With the final payment I also agree to pay any
additional fees or charges owing and the amount of any advances you
have made to others on my behalf. Payments scheduled to be
paid on the 29th, 30th or 31st day of a month that contains no such
day will, instead, be made on the last day of such
month.
Each payment I make on this Note will be applied
first to Interest that is due, then to principal that is due, and
finally to any charges that I owe other than principal and finance
charges. If you and I agree to a different application of
payments, we will describe our agreement on this Note. You
may change how payments are applied in your sole discretion without
notice to me. The actual amount of my final payment will
depend on my payment record.
6. PREPAYMENT. I may
prepay this Loan in full or in part at any time. Any partial
prepayment will not excuse any later scheduled payments until I pay
in full.
7. LOAN PURPOSE. This is a
business-purpose loan transaction.
8. SECURITY. The Loan
is secured by separate security instruments prepared together with
this Note as follows:
A LEASEHOLD MORTGAGE DATED APRIL 15, 2009 ON THE
PROPERTY LOCATED AT 100 COMMERCIAL ST AND 200 COMMERCIAL ST;
ATCHISON, KS.
A MORTGAGE DATED APRIL 15, 2009 ON THE PROPERTY
LOCATED AT 1301 SOUTH FRONT STREET; PEKIN, IL.
A PLEDGE AND SECURITY AGREEMENT RELATING TO THE
BOND ISSUED TO BORROWER IN CONNECTION WITH ISSUANCE BY THE CITY OF
ATCHISON, KANSAS OF ITS TAXABLE INDUSTRIAL REVENUE BONDS (MGP
INGREDIENTS PROJECT), SERIES 2006.
9. DEFAULT. I will be
in default if any of the following occur:
A.
Payments. I fail to make a
payment in full when due.