Exhibit 4.2.1
Execution Version
PROMISSORY NOTE
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$ 11,614,197.19
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July 20, 2009
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On or before the Maturity Date, the
undersigned, MGP INGREDIENTS, INC. f/k/a Midwest Grain
Products, Inc., a Kansas corporation, whose address is 100
Commercial Street, Box 130, Atchison, Kansas (“MGP”),
for value received, promises to pay to the order of CENTRAL
ILLINOIS LIGHT COMPANY, an Illinois corporation, whose address is
300 Liberty Street, Peoria, Illinois 61602 (“CILCO”),
at 300 Liberty Street, Peoria, Illinois 61602, or at such other
place as may be designated in writing by CILCO, in lawful money of
the United States of America in immediately available funds, the
principal sum of Eleven Million Six Hundred Fourteen Thousand One
Hundred Ninety-Seven Dollars and Nineteen Cents ($11,614,197.19)
together with interest on the aforesaid principal sum, from the
date hereof, at the rate or rates hereinafter specified.
This Note is executed in connection
with that certain Restructuring Agreement dated of even date
herewith between MGP and CILCO (the “Restructuring
Agreement”). The term “Maturity Date” shall
mean March 14, 2011, or any earlier date on which payment
hereunder is due whether by acceleration or otherwise. This
Note is secured by an Assignment of Income Tax Refunds and Proceeds
of even date herewith by and among MGP and CILCO (the
“Assignment”).
During the period between the date
of this Note and the Maturity Date, MGP agrees to pay interest on
the from time to time unpaid principal balance of this Note at a
rate of nine percent (9%) per annum (the “Loan Interest
Rate”).
Subject to the provisions of this
paragraph, said principal shall be due and payable in eighteen (18)
equal monthly installments together with interest thereon, with the
first such payment being due October 14, 2009 and the final
payment being due on the Maturity Date. In addition, on each
of August 14, 2009 and September 14, 2009, interest
payments shall be due and payable on the outstanding principal
amount of the Note. Each of the payments made pursuant to
this Note shall be applied first to the payment of accrued interest
and then to the reduction of the principal balance. MGP
agrees that for so long as any principal or interest remains
outstanding under this Note, all distributions, refunds and other
payments of money relating to the Collateral (as defined in the
Assignment), shall be paid and delivered directly to CILCO and
applied as a prepayment of the Note (up to the aggregate amount of
the then outstanding principal and interest on this Note). In
the event that MGP directly receives any portion of such
Collateral, MGP agrees to make prepayment of this Note in the full
amount of such Collateral (up to the amount of the then outstanding
principal and interest on this Note) within five (5) days of
the receipt of any such Collateral. After each prepayment of
Collateral, the principal balance of this Note shall be accordingly
reduced and the remaining principal shall thereafter be due and
payable in a number of equal monthly installments equal to the
number of payment dates remaining until (and including) the
Maturity Date, together with interest thereon, with the first such
payment being due on the 14 th day of the month following the applicable
prepayment.
CILCO shall invoice MGP for amounts
due pursuant to this Note at least fourteen (14) days in advance of
the due date of each payment, provided that CILCO’s failure
to deliver any such invoice or notice shall in no way relieve MGP
of any payment obligation hereunder. Invoices shall be
delivered to MGP at the address set forth in the initial paragraph
of this Note or to such other address as MGP may from time to time
notify CILCO in writing.
After the
