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. CILCOs 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 CILCOs 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:
(i) |
If to CILCO, to: |
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Central Illinois Light Company |
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300 Liberty Street |
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Peoria, Illinois 61602 |
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Attention: Stan E. Ogden , Vice President |
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Telecopy: 309-677-5016 |
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with a copy to: |
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Daniel J. Godar |
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Armstrong Teasdale LLP |
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One Metropolitan Square |
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Suite 2600 |
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St. Louis, MO 63102-2740 |
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Telecopy: 314-612-2249 |
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(ii) |
If to MGP Ingredients, Inc., to: |
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Tim Newkirk |
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President |
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MGP Ingredients, Inc. |
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100 Commercial Plaza |
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Atchison, Ks. 66002 |
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with a copy to: |
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Carl W. Struby |
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Lathrop & Gage LLP |
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2345 Grand Blvd |
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Suite 2800 |
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Kansas City, Missouri 64108 |
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Restructuring Agreement to be executed by their duly authorized representatives as of the date set forth above.
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CENTRAL ILLINOIS LIGHT COMPANY |
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By: |
/s/ Stan E. Ogden |
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Name: |
Stan E. Ogden |
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Title: |
Vice President |
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MGP INGREDIENTS, INC. |
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By: |
/s/ Timothy W. Newkirk |
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Name: |
Timothy W. Newkirk |
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Title: |
President & CEO |
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