Exhibit 4.2.2
Execution Version
ASSIGNMENT OF INCOME TAX REFUNDS
AND PROCEEDS
THIS ASSIGNMENT OF INCOME TAX
REFUNDS AND PROCEEDS (the
“Assignment”) is entered into this 20th day of July,
2009, by and between MGP INGREDIENTS, INC . f/k/a Midwest
Grain Products, Inc., a Kansas corporation, whose address is
100 Commercial Street, Box 130, Atchison, Kansas (together
with its subsidiaries and affiliates, the “Assignor”),
and CENTRAL ILLINOIS LIGHT COMPANY , an Illinois
corporation, whose address is 300 Liberty Street, Peoria, Illinois
61602 (“CILCO”).
WITNESSETH:
WHEREAS, Assignor has filed Assignor’s income tax
returns with the United States Internal Revenue Service (the
“IRS”) for Assignor’s fiscal year ending
July 1, 2007 (the “Tax Return”); and
WHEREAS, in connection with the transactions
contemplated by that certain Restructuring Agreement dated of even
date herewith by and between Assignor and CILCO (the
“Restructuring Agreement”), Assignor has delivered a
Promissory Note dated July 17, 2009 executed by Assignor and
payable to the order of CILCO in the original principal amount of
Eleven Million Six Hundred Fourteen Thousand One Hundred
Ninety-Seven Dollars and Nineteen Cents ($11,614,197.19) (as
amended from time to time, the “Note”); and
WHEREAS, as required by the Restructuring Agreement and
in order to secure payment of the Note and any and all other
obligations hereafter arising from Assignor to CILCO (collectively,
the “Obligations”), Assignor has agreed to assign to
CILCO all of Assignor’s right, title and interest in and to
any proceeds or refunds payable by the IRS pursuant to the filing
of the Tax Return and any and all amendments thereto (collectively,
the “Collateral”); and
NOW, THEREFORE,
in consideration of the foregoing
and for other good and valuable consideration, subject to the terms
and conditions of the Note, and any and all documents executed by
Assignor which evidence or secure same, the receipt and sufficiency
of which are hereby acknowledged, it is agreed as
follows:
1.
Assignor does hereby grant a continuing security interest in and to
and hereby assigns, conveys and transfers to CILCO all of
Assignor’s right, title and interest in, to and under the
Collateral.
2.
Assignor shall at all times faithfully and promptly discharge the
obligations of Assignor under the Collateral.
3. &n
