EXHIBIT 4.2
Published on
Exhibit
4.2
October 31, 2008
MGP
Ingredients, Inc.
Midwest
Grain Pipeline, Inc.
100
Commercial Street
Atchison,
Kansas 66002
Re: Standstill Period
Extension
Ladies and
Gentlemen:
This letter concerns the Credit
Agreement dated as of May 5, 2008, among MGP Ingredients, Inc., Midwest Grain
Pipeline, Inc., Commerce Bank, N.A., as Agent, Issuing Bank and Swingline
Lender, and the Banks party thereto, as amended by a First Amendment to Credit
Agreement dated as of September 3, 2008 (as so amended, the "Credit
Agreement"). Capitalized terms used and not defined in this
letter have the meanings given to them in the Credit Agreement.
By executing and delivering this
letter, the parties to the Credit Agreement agree that:
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1.
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The
"October 31, 2008" date referred to in Section 3.19 of the Credit
Agreement is amended to read "November 10,
2008".
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2.
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Except
as amended hereby, the Credit Agreement and the other Credit Documents
shall remain in full force and effect and be binding on the parties
thereto in accordance with their respective
terms.
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3.
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Nothing
in this letter constitutes a waiver of any Default or Event of Default
that may exist on the date hereof, and nothing in this letter obligates
any party to enter into any future
agreement.
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4.
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This
letter shall not be effective until each party has signed this letter and
delivered it to the Agent. This letter may be validly executed
and delivered by fax, e-mail or other electronic means, and by use of
multiple counterpart signature pages. This letter shall be
governed by the same law that governs the Credit
Agreement.
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MGP
Ingredients, Inc.
Midwest
Grain Pipeline, Inc.
October
31, 2008
Page
2
If you are in agreement with the
provisions of this letter, please sign this letter in the space provided and
return this letter or your signature page to the Agent.
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Regards
COMMERCE
BANK, N.A., as Agent, Issuing Bank, Swingline Lender and a
Bank
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By: /s/Wayne C. Lewis
Name: Wayne
C. Lewis
Title: vice President
AGREED
TO:
MGP
INGREDIENTS,
INC. BMO
CAPITAL MARKETS FINANCING, INC.
By: /s/
Robert Zonneveld
By: /s/ B.W. Stratton
Name:
Robert.
Zonneveld Name:
B.W. Stratton
Title:
Vice President Finance &
CFO Title: vice
President
MIDWEST
GRAIN PIPELINE,
INC. NATIONAL
CITY BANK
By: /s/
Robert
Zonneveld By:/s/
Michael Cortese
Name:
Robert
Zonneveld Name:
Micael Cortese
Title:
Vice President Finance &
CFO Title:
Officer