Exhibit 4.1.3
STOCK PLEDGE
AGREEMENT
THIS STOCK PLEDGE AGREEMENT (“
Agreement ”) is made as of this 21 day of July,
2009, by MGP INGREDIENTS, INC., a Kansas corporation (hereinafter
referred to as a “ Pledgor ”), to WELLS FARGO
BANK, NATIONAL ASSOCIATION (“ Wells Fargo
”).
PRELIMINARY
STATEMENTS:
(1)
Pledgor is the owner of the number
of shares in Midwest Grain Pipeline, Inc., a Kansas
corporation (“ Company ”), set forth on the
attached Schedule 1 (the “ Shares
”). Wells Fargo is contemporaneously with the execution
of this Agreement and/or may in the future make loans to Pledgor
pursuant to a Credit Agreement dated as of even date herewith (as
the same may be amended or otherwise modified from time to time,
the “ Credit Agreement ”) between Pledgor and
Wells Fargo. Capitalized terms used herein, unless otherwise
defined herein, shall have the meanings ascribed to such terms in
the Credit Agreement.
(2)
The extension and/or continued
extension of credit, as aforesaid, by Wells Fargo is necessary and
desirable to the conduct and operation of the business of
Pledgor.
(3)
It is a condition precedent to the
Credit Agreement that Pledgor shall make the pledge contemplated by
this Agreement.
NOW, THEREFORE, in consideration of
the premises and in order to induce Wells Fargo to enter into the
Credit Agreement, Pledgor hereby covenants to Wells Fargo as
follows:
SECTION 1. Pledge
. Pledgor hereby pledges to Wells Fargo and grants to Wells
Fargo a security interest in all of Pledgor’s now owned or
hereinafter acquired right, title and interest in and to the
following (the “ Pledged Collateral
”):
(a)
the Shares described in Schedule
1 hereto;
(b)
the proceeds, if and when received,
of the Shares and other instruments and documents representing the
Shares, and all dividends, cash, instruments and other property
from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Shares;
(c)
the proceeds, if and when received,
of all additional shares of stock of Company from time to time
acquired by Pledgor in any manner, the certificates and other
instruments and documents representing such additional shares, and
all dividends, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of or
in exchange for any or all of such shares;
(d)
the proceeds, if and when received,
of all shares of stock from time to time received or acquired by
Pledgor in any manner resulting from the acquisition or formation
by the issuer of the Shares of a subsidiary, the certificates and
other instruments and documents representing such shares and all
dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in
exchange for any or all of such shares; and
(e)
all other property hereafter
delivered to Wells Fargo in substitution for or in addition to any
of the foregoing, all certificates, certificates of deposit, notes,
instruments and documents representing or evidencing such property,
and all cash, securities, interest, dividends, rights and other
property at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all
thereof.
SECTION 2. Security
for Obligations . This Agreement secures the payment and
performance of all of the “Indebtedness” under the
Credit Agreement (which shall be deemed to include for all
purposes, any guaranty of the Obligations executed, if at all, by
Pledgor in favor of Wells Fargo) (the “ Obligations
”). For the purposes of this Agreement, the term
“Event of Default” is defined to mean:
A.
A failure by any
Pledgor to observe or perform any obligation, covenant, condition,
or agreement hereof to be performed by Pledgor which involves the
payment of money;
B.
A failure by any
Pledgor to observe or perform any nonmonetary obligation, covenant,
condition, or agreement hereof to be performed by
Pledgor;
C.
Any
representation or warranty made by Pledgor in this Assignment is
not true and correct in any material respect; or
D.
The occurrence of
any “Event of Default” under the Credit
Agreement.
SECTION 3. Delivery of
Pledged Collateral . All share certificates or
instruments representing or evidencing the Pledged Collateral shall
be delivered to and held by Wells Fargo pursuant hereto and shall
be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment
in blank, all in form and substance satisfactory to Wells
Fargo. Wells Fargo shall have the right, at any time after
the occurrence of an Event of Default, in its discretion, to
transfer to or to register in the name of Wells Fargo or any of its
nominees any or all of the Pledged Collateral.
SECTION 4.
Representations and Warranties . Pledgor represents
and warrants as follows:
(a)
The Shares have been duly authorized
and validly issued and are fully paid and
non-assessable.
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(b)
Pledgor is and will be at all times
the legal and beneficial owner of the Shares and the Pledged
Collateral free and clear of any lien, security interest, option or
other charge or encumbrance, except for security interests created
in favor of Wells Fargo or as otherwise permitted pursuant to the
terms of the Loan Documents.
(c)
The pledge pursuant to this
Agreement of any Pledged Collateral coupled with the execution of
blank stock powers and Wells Fargo’s possession of all
original shares, creates or will create a valid and perfected first
priority security interest in the Pledged Collateral, securing the
payment of the Obligations.
(d)
No authorization, approval or other
action by, and no notice to or filing with, any governmental
authority or regulatory body is required either (i) for the
pledge by Pledgor of the Pledged Collateral pursuant to this
Agreement or for the execution, delivery or performance of this
Agreement by Pledgor or (ii) for the exercise by Wells Fargo
of the rights provided for in this Agreement or the remedies in
respect of the Pledged Collateral pursuant to this Agreement
(except as may be required in connection with such disposition by
laws affecting the foreclosure of security interests
generally).
(e)
The certificate numbers and other
information concerning the Shares are contained in Schedule
1 attached hereto and incorporated herein.
SECTION 5. Further
Assurances . Pledgor agrees that at any time and from
time to time, at the expense of Pledgor, Pledgor will promptly
execute and deliver all further instruments, certificates and
documents and take all further action that may be reasonably
necessary or desirable or that Wells Fargo may reasonably request
in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Wells Fargo to exercise
and enforce its rights and remedies hereunder and under the Credit
Agreement, the other Loan Documents and any guaranty executed by
Pledgor in favor of Wells Fargo with respect to the
Obligations.
SECTION 6.
Pledgor’s Rights; Dividends; Etc . (a) So
long as no Event of Default shall have occurred and be
continuing:
(i)
Pledgor shall be entitled to
exercise any rights pertaining to the Pledged Collateral or any
part thereof for any purpose not inconsistent with the terms of
this Agreement including the right to vote the Shares for any
purpose allowed under Company’s Certificate of Incorporation,
Bylaws or applicable law; provided, however, that Pledgor shall not
exercise or refrain from exercising any such right if such action
would create any lien in favor of any person in respect of the
Pledged Shares except as permitted herein or restrict the ability
of Wells Fargo to transfer the Pledged Collateral or any proceeds
thereof.
(ii)
Pledgor shall be entitled to receive
and retain any and all interest, dividends and distributions in
respect of the Pledged Collateral; provided, however, that any and
all:
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(A)
proceeds, distributions and interest
paid or payable other than in cash in respect of, and instruments
and other property received, receivable or otherwise distributed in
respect of, or in exchange for, any Pledged Collateral;
(B)
proceeds and distributions paid or
payable in cash in respect of any Pledged Collateral in connection
with a partial or total liquidation or dissolution or in connection
with a reduction of capital, capital surplus or paid-in surplus;
and
(C)
cash paid, payable or otherwise
distributed in respect of principal of, or in redemption of, or in
exchange for any Pledged Collateral,
shall be, and shall be forthwith
delivered to Wells Fargo to hold as, Pledged Collateral and shall,
if and when received by Pledgor, be received in trust for the
benefit of Wells Fargo, be segregated from the other property or
funds of Pledgor, and be forthwith delivered to Wells Fargo as
Pledged Collateral in the same form as so received (with any
necessary endorsement).
(b)
Upon the occurrence and during the
continuance of an Event of Default:
(i)
All rights of Pledgor to receive the
interest, dividends and distributions on the Pledged Collateral
which Pledgor would otherwise be authorized to receive and retain
pursuant to Section 6(a)(ii) shall cease, and all
such rights shall thereupon become vested in Wells Fargo which
shall thereupon have the sole right to re
