Exhibit 10(s) LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease Agreement") is made this 16th day of December, 1993, by and between MIDWEST GRAIN PRODUCTS, INC., a Kansas corporation ("Lessor"), and CILCORP DEVELOPMENT SERVICES INC., an Illinois...Lease Agreement • September 6th, 2002 • Midwest Grain Products Inc • Grain mill products • Illinois
INDENTURE BETWEEN MGP INGREDIENTS, INC. AND AS TRUSTEE DATED AS OF ____________, 20__MGP Ingredients Inc • October 4th, 2021 • Wholesale-beer, wine & distilled alcoholic beverages • New York
INDENTURE, dated as of ___________________, between MGP INGREDIENTS, INC., a corporation duly organized and existing under the laws of the State of Kansas (the "Company"), having its principal office at ___________, and [____________________], as trustee (the "Trustee"), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being ___________________.
Exhibit 10 MEMORANDUM OF AGREEMENT CONCERNING OPTIONS To: ________________ From: Ladd Seaberg Date: December 10, 2001 Re: Cancellation of Existing Stock Option and Grant of Option on June 11, 2002 In consideration of your offer to cancel the option...Midwest Grain Products Inc • February 11th, 2002 • Grain mill products
THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Sole Book Runner, THE...Credit Agreement • March 25th, 2016 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • Illinois
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), is entered into as of March 21, 2016 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association as sole book runner (in such capacity, together with its successors and assigns in such capacity, the "Book Runner"), MGP INGREDIENTS, INC., a Kansas corporation ("Parent"), MGPI PROCESSING, INC., a Ka
ARTICLE I Line of CreditCredit Loan Agreement • February 11th, 2000 • Midwest Grain Products Inc • Grain mill products • Missouri
Exhibit 10.2 MIDWEST GRAIN PRODUCTS, INC. INCENTIVE STOCK OPTION GRANTED UNDER THE 1998 STOCK INCENTIVE PLAN FOR SALARIED EMPLOYEES Date of Grant: _______________ Time of Grant: _______________ Shares: _______________ THIS OPTION IS NOT ASSIGNABLE...Midwest Grain Products Inc • February 13th, 2001 • Grain mill products
Exhibit 10.6 MIDWEST GRAIN PRODUCTS, INC. NONQUALIFIED STOCK OPTION GRANTED UNDER THE 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS Date of Grant:_______________ 1,000 Shares Time of Grant: 12:01 a.m. CST THIS OPTION IS NOT ASSIGNABLE Grant. Midwest...Midwest Grain Products Inc • November 13th, 1998 • Grain mill products
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 20th, 2021 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of May 14, 2021 (this “Amendment”), is among MGP INGREDIENTS, INC. a Kansas corporation (the “Borrower”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE BORROWER (each a “Guarantor” and collectively, the “Guarantors”), WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent (in such capacity, the “Administrative Agent”) and the Lenders (as defined below) party hereto.
Exhibit 10.5 MIDWEST GRAIN PRODUCTS, INC. INCENTIVE STOCK OPTION GRANTED UNDER THE 1998 STOCK INCENTIVE PLAN FOR SALARIED EMPLOYEES Date of Grant: _______________ Time of Grant: _______________ Shares: _______________ THIS OPTION IS NOT ASSIGNABLE...Midwest Grain Products Inc • November 13th, 1998 • Grain mill products
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • November 8th, 2012 • MGP Ingredients Inc • Grain mill products • Illinois
This AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT (this "Agreement"), dated as of November 2, 2012, among the Persons listed on the signature pages hereof as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a "Grantor" and collectively, the "Grantors"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("WF"), in its capacity as administrative agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent").
CONSENT AND WAIVER AGREEMENT Exhibit 4(a) Dated as of January 23, 1996 Reference is made to the Note Agreement, dated as of August 1, 1993 (the "Note Agreement"), by and among Midwest Grain Products, Inc. (the "Company") and Principal Mutual Life...Consent and Waiver Agreement • February 14th, 1996 • Midwest Grain Products Inc • Grain mill products • Kansas
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • November 3rd, 2022 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of August 31, 2022 (this “Amendment”), is among MGP INGREDIENTS, INC. a Kansas corporation (the “Borrower”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE BORROWER (each a “Guarantor” and collectively, the “Guarantors”), WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent (in such capacity, the “Administrative Agent”) and the Lenders (as defined below) party hereto.
Exhibit 10.3 MEMORANDUM OF AGREEMENT CONCERNING OPTIONS To: ________________ From: Ladd Seaberg Date: December 7, 2001 Re: Cancellation of Existing Stock Option and Grant of Option on June 8, 2000 In consideration of your offer to cancel the option...Midwest Grain Products Inc • February 13th, 2001 • Grain mill products
THIRD PARTY SECURITY AGREEMENTThird Party Security Agreement • March 13th, 2012 • MGP Ingredients Inc • Grain mill products • Kansas
CONTINUING GUARANTYContinuing Guaranty • March 13th, 2012 • MGP Ingredients Inc • Grain mill products • Kansas
CREDIT AGREEMENT dated as of February 14, 2020, by and among MGP INGREDIENTS, INC., as Borrower, the Lenders referred to herein, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender, and...Credit Agreement • February 18th, 2020 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2023 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • Kansas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into and to be effective as of October 31, 2023, by and between David Bratcher, an individual (the “Executive”) and MGP Ingredients, Inc., a Kansas corporation (the “Company”). The Executive and the Company are sometimes referred to herein collectively as the “Parties” or individually as a “Party.”
AGREEMENT AND PLAN OF MERGER by and among PACIFIC ETHANOL CENTRAL, LLC, ICP MERGER SUB, LLC, ILLINOIS CORN PROCESSING, LLC, ILLINOIS CORN PROCESSING HOLDINGS INC. and MGPI PROCESSING, INC.Agreement and Plan of Merger • June 27th, 2017 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 26, 2017, by and among Pacific Ethanol Central, LLC, a Delaware limited liability company (“Buyer”), ICP Merger Sub, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Buyer (“Merger Sub”), Illinois Corn Processing, LLC, a Delaware limited liability company (the “Company”), Illinois Corn Processing Holdings Inc., a Delaware corporation (“Holdings”), and MGPI Processing, Inc., a Kansas corporation (“MGP” and, collectively with Holdings, the “Sellers”). Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given to such terms in Article II.
MGP INGREDIENTS, INC. AGREEMENT AS TO AWARD OF RESTRICTED SHARES GRANTED UNDER THE NON-EMPLOYEE DIRECTORS’ RESTRICTED STOCK PLANMGP Ingredients Inc • November 9th, 2010 • Grain mill products
In accordance with and subject to the terms and restrictions set forth in the MGP Ingredients, Inc. Non-Employee Directors’ Restricted Stock Plan (the “Plan”) and this Agreement, MGP INGREDIENTS, INC., a Kansas corporation (the “Company”), hereby grants to the Director named below (“Participant”) the number of Restricted Shares of Common Stock of the Company as set forth below:
MGP INGREDIENTS, INC. AGREEMENT AS TO AWARD OF RESTRICTED SHARES GRANTED UNDER THE STOCK INCENTIVE PLAN OF 2004MGP Ingredients Inc • February 9th, 2007 • Grain mill products
In accordance with and subject to the terms and restrictions set forth in the MGP Ingredients, Inc. Stock Incentive Plan of 2004 (the “2004 Plan”) and this Agreement, MGP INGREDIENTS, INC., a Kansas corporation (the “Company”), hereby grants to the Participant named below the number of Restricted Shares of Common Stock of the Company as set forth below:
AMENDED AND RESTATED REVOLVING CREDIT NOTEMGP Ingredients Inc • September 12th, 2008 • Grain mill products
This Amended and Restated Revolving Credit Note (the “Note”) is a Revolving Credit Note referred to in, is issued pursuant to, and is subject to the terms and conditions of, the Credit Agreement, dated as of May 5, 2008, among the Borrowers, the Banks party thereto and Commerce Bank, N.A., as the Agent, the Issuing Bank and the Swingline Lender, as amended (as so amended and as otherwise amended, renewed, restated, replaced, consolidated or otherwise modified from time to time, the “Credit Agreement”). To the extent of any conflict between the terms and conditions of this Note and the terms and conditions of the Credit Agreement, the terms and conditions of the Credit Agreement shall prevail and govern. Capitalized terms used but not defined in this Note have the meanings given to them in the Credit Agreement.
SECURED PROMISSORY NOTEMaster Terms Agreement • July 10th, 2017 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
FOR VALUE RECEIVED, ICP Merger Sub, LLC, a Delaware limited liability company (the “Merger Sub” and the “Initial Maker”), to be merged with and into Illinois Corn Processing, LLC, a Delaware limited liability company (the “Target”), following the consummation of the Merger (as defined in the Merger Agreement referenced below), as Maker, hereby promises to pay to the order of MGPI Processing, Inc. (the “Payee”), the original principal sum of FOURTEEN MILLION, EIGHT THOUSAND, THREE HUNDRED NINETY FIVE DOLLARS AND SIXTY CENTS ($14,008,395.60) (as may be adjusted from time to time pursuant to the terms below, the “Loan”) together with interest and any other obligations payable hereunder, in each case in the manner described herein. Certain terms used herein are as defined in Annex A. Further, Pacific Ethanol Central, LLC, a Delaware limited liability company (“PEC”) is a party hereto. This Secured Promissory Note (this “Note”) is a “Promissory Note” for purposes of that certain Agreement a
Exhibit 4(d) LINE OF CREDIT NOTEMidwest Grain Products Inc • September 28th, 1998 • Grain mill products
REAFFIRMATION OF LOAN DOCUMENTS AND AMENDMENT NO. 1 TO GUARANTY AND SECURITY AGREEMENT February 27, 2015Guaranty and Security Agreement • May 7th, 2015 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages
Reference is made to the Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the "Credit Agreement"), by and among the lenders identified on the signature pages thereto (each of such lenders, together with their respective successors and permitted assigns, a "Lender" and, collectively, the "Lenders"), Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), MGP Ingredients, Inc., a Kansas corporation ("Parent"), MGPI Processing, Inc., a Kansas corporation ("MGPI Processing"), MGPI Pipeline, Inc., a Kansas corporation ("MGPI Pipeline"), and MGPI of Indiana, LLC, a Delaware limited liability company ("MGPI Indiana"; and together with MGPI Processing and MGPI Pipeline, "Borrowers"). All capitalized terms used but not defined in this document (including on Schedule 1 attached hereto) shall have
THE MAXIMUM AMOUNT OF THE PRINCIPAL PORTION OF THE INDEBTEDNESS SECURED BY THIS MORTGAGE SHALL NOT EXCEED AT ANY ONE TIME $15,000,000 MODIFICATION TO AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGMGP Ingredients Inc • May 7th, 2015 • Wholesale-beer, wine & distilled alcoholic beverages
THIS MODIFICATION TO AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Modification"), made as of February 27, 2015, is made and executed by and between MGPI PROCESSING, INC., a Kansas corporation ("Mortgagor"), formerly known as MGP Ingredients, Inc., having its principal offices at 100 Commercial Street, Atchison, Kansas 66002, and WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, "Wells Fargo"), having an office at 150 South Wacker Drive, Suite 2200, Chicago, Illinois 60606, as administrative agent (Wells Fargo, in its capacity as administrative agent being hereinafter referred to as "Agent" or "Mortgagee") for Lenders (as "Lenders" is defined in the Amended Credit Agreement defined below).
Exhibit 4.2 LINE OF CREDIT NOTE ------------------- $20,000,000 December 20, 1999 FOR VALUE RECEIVED, the undersigned, MIDWEST GRAIN PRODUCTS, INC., a Kansas corporation ("Borrower") hereby promises to pay to the order of Commerce Bank, N.A. ("Bank")...Midwest Grain Products Inc • February 11th, 2000 • Grain mill products
ASSIGNMENT OF MEMBERSHIP INTERESTS (SECURITY AGREEMENT)Assignment of Membership Interests • February 11th, 2010 • MGP Ingredients Inc • Grain mill products • Minnesota
This ASSIGNMENT OF MEMBERSHIP INTERESTS (SECURITY AGREEMENT) is made as of the 20th day of November, 2009 by MGP INGREDIENTS, INC., a Kansas corporation (the “Grantor”) to and in favor of WELLS FARGO BANK, NATIONAL, acting through its Wells Fargo Business Credit operating division (hereinafter, together with its successors and assigns, referred to as “Lender”).
MGP INGREDIENTS, INC. AGREEMENT AS TO AWARD OF RESTRICTED SHARES GRANTED UNDER THE STOCK INCENTIVE PLAN OF 2004MGP Ingredients Inc • September 2nd, 2011 • Grain mill products
In accordance with and subject to the terms and restrictions set forth in the MGP Ingredients, Inc. Stock Incentive Plan of 2004, as amended (the “2004 Plan”) and this Agreement, MGP INGREDIENTS, INC., a Kansas corporation (the “Company”), hereby grants to the Participant named below the number of Restricted Shares of Common Stock of the Company as set forth below:
REAL PROPERTY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGMGP Ingredients Inc • May 7th, 2015 • Wholesale-beer, wine & distilled alcoholic beverages • Indiana
THIS REAL PROPERTY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING ("Mortgage"), dated as of February 27, 2015, is made and executed by MGPI OF INDIANA, LLC, a Delaware limited liability company ("Mortgagor"), having its principal offices at having its principal offices at 100 Commercial Street, Atchison, Kansas 66002, and WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, "Wells Fargo"), having an office at 150 South Wacker Drive, Suite 2200, Chicago, Illinois 60606, as administrative agent (Wells Fargo, in its capacity as administrative agent being hereinafter referred to as "Agent" or "Mortgagee") for Lenders (as "Lenders" is defined in the Credit Agreement defined below).
FOURTH AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • May 20th, 2021 • MGP Ingredients Inc • Wholesale-beer, wine & distilled alcoholic beverages • New York
This FOURTH AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT dated as of May 14, 2021 (this “Amendment”), is made by and among MGP Ingredients, Inc., a Kansas corporation (the “Company”), and the holders of Notes (as defined in the below described Note Agreement) (the “Noteholders”) listed on the signature pages hereto.
VOTING AGREEMENTVoting Agreement • December 6th, 2013 • MGP Ingredients Inc • Grain mill products • Kansas
This Voting Agreement (the “Agreement”) is entered into on December 3, 2013 by MGP Ingredients, Inc. (the “Company”), Cloud “Bud” Cray, Jr., Karen Seaberg, Thomas M. Cray (Karen Seaberg, Cloud “Bud” Cray, Jr. and Thomas M. Cray, collectively, the “Preferred Stockholders”), and Michael Braude, Linda Miller, Gary Gradinger, Daryl Schaller, John Speirs, and John Byom, each as independent members of the Board of Directors of the Company (the “Independent Directors” and collectively with the Cloud Cray, Jr. and Karen Seaberg, the “Board”). All of the above are collectively referred to as the “Parties” to this Agreement.
Form Of Indemnification AgreementIndemnification Agreement • January 5th, 2012 • MGP Ingredients Inc • Grain mill products • Kansas
THIS AGREEMENT, dated as of the ____ day of ___________, 20___, by and between MGPI Holdings, Inc., a Kansas corporation (the “Company”), and ______________ (the “Indemnitee”).
MGP INGREDIENTS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 9th, 2013 • MGP Ingredients Inc • Grain mill products • Kansas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective as of August 8, 2013 by and between MGP Ingredients, Inc. (“Company”) and Tim Newkirk (“Executive”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • December 6th, 2013 • MGP Ingredients Inc • Grain mill products • Kansas
This Settlement Agreement and Mutual Release (the “Agreement”) is entered into on December 3, 2013 by MGP Ingredients, Inc. (“MGP” or the “Company”), Cloud “Bud” Cray, Jr., Karen Seaberg, and Thomas M. Cray (Karen. Seaberg, Cloud “Bud” Cray, Jr. and Thomas M. Cray, collectively, the “Cray Group”), Michael Braude, Linda Miller, Gary Gradinger, Daryl Schaller, John Speirs, and John Byom, each as independent members of the Board of Directors (the “Board”) of MGP, and Tim Newkirk. All of the above are collectively referred to as the Parties to this Agreement.
CITY OF ATCHISON, KANSAS AS ISSUER AND MGP INGREDIENTS, INC. AS TENANT LEASE DATED AS OF THE ISSUE DATE OF THE BONDS TAXABLE INDUSTRIAL REVENUE BONDS SERIES 2006 (MGP INGREDIENTS PROJECT)Lease • February 9th, 2007 • MGP Ingredients Inc • Grain mill products
THIS LEASE, made and entered into as of the Issue Date of the Bonds hereinafter defined between the City of Atchison, Kansas (the “Issuer”), and MGP Ingredients, Inc. (the “Tenant”).
