Exhibit 4.5.1
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LOAN NUMBER
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LOAN NAME
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ACCT. NUMBER
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NOTE DATE
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INITIALS
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MGP Ingredients, Inc.
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03/31/09
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DB
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NOTE AMOUNT
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INDEX (w/Margin)
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RATE
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MATURITY DATE
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LOAN PURPOSE
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$
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1,500,000.003
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Year Treasury Index plus 6.000%
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7.250
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%
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03/31/14
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Commercial
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Creditor Use Only
PROMISSORY NOTE
(Commercial - Single Advance)
DATE AND PARTIES. The date of this Promissory Note (Note)
is March 31, 2009. The parties and their addresses
are:
LENDER:
UNION STATE BANK - BANK OF
ATCHISON
545 Main Street
Everest, KS 66424
Telephone: (785) 548-7521
BORROWER:
MGP INGREDIENTS, INC.
a Kansas Corporation
PO 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 $1,500,000.00
(Principal) plus interest from March 31, 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 7.250
percent (Interest Rate) until June 30, 2009, after which time
it may change as described in the Variable Rate
subsection.
A.
Post-Maturity Interest.
After
maturity or acceleration, interest will accrue on the unpaid
Principal balance of this Note at the variable Interest Rate in
effect from time to time, plus an additional 2.000 percent, 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/360 days counting method.
E.
Variable Rate. The Interest Rate may
change during the term of this transaction.
(1)
Index. Beginning with the first Change Date, the Interest
Rate will be based on the following index: the weakly average yield
on United States Treasury securities adjusted to a constant
maturity of three years.
The Current Index is the most recent
Index figure available on each Change Date. You do not guaranty by
selecting this index, or the margin, that the Interest Rate on this
Note will be the same rate you charge on any other loans or class
of loans you make to me or other borrowers. If this Index is no
longer available, you will substitute a similar Index. You will
give me notice of your choice.
(2)
Change Date. Each date on which the Interest Rate may change
is called a Change Date. The Interest Rate may change June 30,
2009 and every 3 months thereafter.
(3)
Calculation Of Change. On each Change Date you will
calculate the Interest Rate, which will be the Current Index plus
8.000 percent. The result of this calculation will be rounded to
the nearest .001 percent. Subject to any limitations, this will be
the interest Rate until the next Change Date. The new Interest Rate
will become affective on each Change Date. The Interest Rate and
other charges on this Note will never exceed the highest rate or
charge allowed by law for this Note.
(4)
Effect Of Variable Rate.
A change in the
Interest Rate will have the following effect on the payments: The
amount of scheduled payments and the amount of the final payment
will change.
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 6.000 percent of the Amount of
Payment. I will pay this late charge promptly but only once
for each late payment.
5.
GOVERNING AGREEMENT.
This Note
is further governed by the Commercial Loan Agreement executed
between you and me as a part of this Loan, as modified, amended or
supplemented. The Commercial Loan Agreement states the terms
and conditions of this Note, including the terms and conditions
under which the maturity of this Note may be accelerated.
When I sign this Note, I represent to you that I have reviewed and
am in compliance with t
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