Exhibit 4.5.2
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DEBTOR NAME AND ADDRESS
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SECURED PARTY NAME AND ADDRESS
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MGP INGREDIENTS, INC.
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Union State Bank of Everest DBA Bank of Atchison
USB
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1300 Main Street PO Box 130
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701 Kansas Avenue
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Atchison, KS 66002
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Atchison, KS 66002
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Type: o individual o partnership x corporation o
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State of organization/registration (if
applicable) Kansas
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o If checked, refer to addendum for additional
Debtors and signatures.
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COMMERCIAL SECURITY
AGREEMENT
The date of this Commercial Security Agreement
(Agreement) is March 31, 2009.
SECURED DEBTS
. This Agreement will secure
all sums advanced by Secured Party under the terms of this
Agreement and the payment and performance of the following
described Secured Debts that (check one) x Debtor o
(Borrower) owes to Secured Party:
o
Specific Debts. The
following debts and all extensions, renewals, refinancings,
modifications, and replacements (describe):
x
All Debts. All present and
future debts, even if this Agreement is not referenced, the debts
are also secured by other collateral, or the future debt is
unrelated to or of a different type than the current debt.
Nothing in this Agreement is a commitment to make future loans or
advances.
SECURITY INTEREST
. To secure the payment and
performance of the Secured Debts, Debtor gives Secured Party a
security interest in all of the Property described in this
Agreement that Debtor owns or has sufficient rights in which to
transfer an interest, now or in the future, wherever the Property
is or will be located, and all proceeds and products of the
Property. “Property” includes all parts,
accessories, repairs, replacements, improvements, and accessions to
the Property; any original evidence of title or ownership; and all
obligations that support the payment or performance of the
Property. “Proceeds” includes anything acquired
upon the sale, lease, license, exchange, or other disposition of
the Property; any rights and claims arising from the Property; and
any collections and distributions on account of the Property.
This Agreement remains in effect until terminated in writing, even
if the Secured Debts are paid and Secured Party is no longer
obligated to advance funds to Debtor or Borrower.
PROPERTY DESCRIPTION
. The Property is described as
follows:
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Accounts and Other Rights to
Payment: All rights to payment, whether or not earned by
performance, including, but not limited to, payment for property or
services sold, leased, rented, licensed, or assigned. This
includes any rights and interests (including all liens) which
Debtor may have by law or agreement against any account debtor or
obligor of Debtor.
o
Inventory: All inventory held
for ultimate sale or lease, or which has been or will be supplied
under contracts of service, or which are raw materials, work in
process, or materials used or consumed in Debtor’s
business.
o
Equipment: All equipment
including, but not limited to, machinery, vehicles, furniture,
fixtures, manufacturing equipment, farm machinery and equipment,
shop equipment, office and record keeping equipment, parts, and
tools. The Property includes any equipment described in a
list or schedule Debtor gives to Secured Party, but such a list is
not necessary to create a valid security interest in all of
Debtor’s equipment.
o
Instruments and Chattel Paper:
All instruments, including negotiable instruments and promissory
notes and any other writings or records that evidence the right to
payment of a monetary obligation, and tangible and electronic
chattel paper.
o
General Intangibles: All
general intangibles including, but not limited to, tax refunds,
patents and applications for patents, copyrights, trademarks, trade
secrets, goodwill trade names, customer lists, permits and
franchises, payment intangibles, computer programs and all
supporting information provided in connection with a transaction
relating to computer programs, and the right to use Debtor’s
name.
o
Documents: All documents of
title including, but not limited to, bills of lading, dock warrants
and receipts, and warehouse receipts.
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Farm Products and Supplies:
All farm products including, but not limited to, all poultry and
livestock and their young, along with their produce, products, and
replacements; all crops, annual or perennial, and all products of
the crops; and all feed, seed, fertilizer, medicines, and other
supplies used or produced in Debtor’s farming
operations.
o
Government Payments and
Programs: All payments, accounts, general intangibles, and
benefits including, but not limited to, payments in kind,
deficiency payments, letters of entitlement, warehouse receipts,
storage payments, emergency assistance and diversion payments,
production flexibility contracts, and conservation reserve payments
under any preexisting, current, or future federal or state
government program.
o
Investment Property: All
investment property including, but not limited to, certificated
securities, uncertificated securities, securities entitlements,
securities accounts, commodity contracts, commodity accounts, and
financial assets.
o
Deposit Accounts: All deposit
accounts including, but not limited to, demand, time, savings,
passbook, and similar accounts.
x
Specific Property Description:
The Property includes, but is not limited by, the following (if
required, provide real estate description):
1) All equipment, machinery,
furniture and fixtures, parts accessories, repairs, replacements,
substitutions and improvements of & to such property and
all proceeds of the foregoing, whether such property or
Debtor’s right, title, or interest therein or thereto is now
owned or existing or hereafter acquired or arising on the property
on schedule “A” located in the Flour Mill at
1200 & 1100 Main Street Atchison Kansas and Manufacturing
building at 210 S Leonard Street Onaga Kansas. 2) Real
estate mortgage covering all of MGP’s rights, title and
interest in and to all of the real property, improvements, and
fixtures and all proceeds of the foregoing, whether such property
of Debtor’s right, title or interest therein or thereto is
now owned or existing or hereafter acquired or arising, located at
the locations above. AND 3) including all fixtures and
goods that are to become fixtures on the real property at the
locations above.
USE OF PROPERTY. The Property will be used
for o personal x business o agricultural o
purposes.
SIGNATURES. Debtor agrees to the terms on
pages 1 and 2 of this Agreement and acknowledges receipt of a
copy of this Agreement.
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DEBTOR
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SECURED PARTY
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MGP INGREDIENTS, INC.
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Union State Bank of Everest DBA Bank of Atchison
USB
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Timothy W. Newkirk, President
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Donald E. Ball, Senior Vice President
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