Exhibit 4.2
Execution Version
RESTRUCTURING
AGREEMENT
THIS RESTRUCTURING AGREEMENT
(“Restructuring Agreement”) entered into as of this
20th day of July, 2009, by and between CENTRAL ILLINOIS LIGHT
COMPANY (“CILCO”), an Illinois corporation, and MGP
INGREDIENTS, INC. (“MGP”), f/k/a Midwest Grain
Products, Inc., a Kansas corporation.
RECITALS
A.
CILCO’s predecessor-in-interest, Cilcorp Development
Services, Inc., and MGP entered into a Steam Heat Service
Agreement dated December 16, 1993 (“Steam
Agreement”).
B.
CILCO and MGP entered into a Gas Service Agreement dated
September 1, 2006 (“Gas Agreement”, and together
with the Steam Agreement, the “Supply
Agreements”).
C.
MGP agreed to pay CILCO, under CILCO’s tariffs, for electric
and natural gas delivery service (“Delivery
Service”).
C.
MGP is in default under both Supply Agreements as a result of its
failure to make payments required thereunder, and has failed to pay
for Delivery Service.
D.
The parties desire to agree upon a payment schedule with regard to
amounts owed under the Supply Agreements and pursuant to the
Delivery Service and provide for the termination of the Steam
Agreement.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
1.
Payment . The parties agree that as of June 30,
2009, MGP owes CILCO $5,283,028.41 under the Steam Agreement,
$6,076,773.26 under the Gas Agreement and $254,395.52 for Delivery
Service (collectively, the “Balance Due”).
Although MGP is in default under the Supply Agreements and Delivery
Service and the Balance Due is immediately due and payable, CILCO
has agreed to not declare a default, and to accept payment of the
Balance Due in accordance with a payment schedule reflected in the
Note delivered by MGP contemporaneously with the execution of this
Restructuring Agreement (“Note”), which Note provides
for the payment in full of the Balance Due, plus interest, over an
20-month period. MGP agrees to keep current with respect to
any amounts which become due under the Gas Agreement or pursuant to
the Delivery Service after June 30, 2009.
2.
Security .
(a)
As security for the Note, MGP shall execute on the date hereof an
Assignment of Income Tax Refunds and Proceeds
(“Assignment”) pursuant to which MGP assigns all of its
rights, title and interest in and to certain income tax refunds and
proceeds identified in the Assignment (“Refund”).
In addition, MGP agrees to execute any additional documents which
are necessary in order to direct the Internal Revenue Service to
pay the Refund directly to CILCO.
