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MGPI > SEC Filings for MGPI > Form 8-K on 2-Apr-2009All Recent SEC Filings

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Form 8-K for MGP INGREDIENTS INC


2-Apr-2009

Creation of a Direct Financial Obligation or an Obligation under an Off-Balan


Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under and Off -Balance Sheet Arrangement of a Registrant.

On March 31, 2009, we borrowed $1.5 million from Union State Bank - Bank of Atchison. The loan bears interest, payable semi-annually commencing on September 30, 2009, at a variable rate (which adjusts quarterly commencing on June 30, 2009) equal to 6% plus the weekly average yield on US Treasury securities adjusted to a constant maturity of three years. The current interest rate on borrowings under the loan agreement is 7.25%. Principal installments of $150,000 are payable on March 31, 2011, March 31, 2012 and March 31, 2013, and the balance of the loan is payable on March 31, 2014. The loan is secured by a mortgage and security interest on our Onaga, Kansas plant and equipment and our Atchison flour mill plant and equipment. The lenders under our Credit Agreement and Union State Bank have entered an intercreditor agreement whereby the lenders under the Credit Agreement generally have agreed to subordinate their lien in these assets to the lien of Union State Bank. Under the intercreditor agreement, we have agreed that an event of default or demand for payment in full to any of the lenders will be deemed to be an event of default under the loan documents of each of the other lenders. In addition to payment defaults and covenant defaults which are not cured within 5 days, events of default under the Union State Bank loan agreement include mergers or sales of a substantial part of our property or if the bank determines in good faith that a material adverse change has occurred in our financial condition or that the prospect for our performance of our loan obligations is impaired.

Our CEO, Mr. Newkirk, is a director of Union State Bank.



Item 8.01. Other Events

As previously disclosed in our Form 8-K dated March 26, 2009, BMO Capital Markets Corp. is helping us review our strategic options, including the sale of our Pekin plant. On March 31, 2009, we executed a definitive, written agreement with them to act as our exclusive financial advisor in connection with our review of the sale or other disposition of our Pekin plant and other strategic options.

There can be no assurance that this will result in any specific transaction or as to the timing or terms of any such transaction. We do not expect to disclose further developments regarding our review until it has been terminated or the Board has approved a specific transaction.

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