WITH RESPECT TO THE LEASE AGREEMENT DATED DECEMBER 16, 1993, BY AND
BETWEEN MGPI (SUCCESSOR-IN-INTEREST TO MIDWEST GRAIN PRODUCTS, INC.) AND AMEREN
ENERGY RESOURCES GENERATING COMPANY (SUCCESSOR-BY-ASSIGNMENT TO CILCORP
DEVELOPMENT SERVICES INC.), AND (III) A GENERAL BILL OF SALE, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, WITH RESPECT TO ALL OTHER
PLANT ASSETS AND THE PERMITS.
IN ADDITION, ON THE EFFECTIVE DATE, MGPI SHALL
CAUSE AT MGPI'S SOLE COST AND EXPENSE, A TITLE COMPANY REASONABLY ACCEPTABLE TO
THE COMPANY, TO ISSUE (OR IRREVOCABLY AND UNCONDITIONALLY COMMIT TO ISSUE IN
WRITING) AN OWNER'S POLICY OF TITLE INSURANCE INSURING TITLE TO THE REAL
PROPERTY COMPRISING THE PLANT IN THE COMPANY, SUBJECT ONLY TO THE PERMITTED
EXCEPTIONS, AND IN SUCH FORM AND WITH SUCH COVERAGES (INCLUDING, WITHOUT
LIMITATION, BY ENDORSEMENTS) AS REASONABLY ACCEPTABLE TO THE COMPANY AND IN AN
AMOUNT REASONABLY ACCEPTABLE TO MGPI AND THE COMPANY.
MGPI HEREBY AGREES TO,
FROM TIME TO TIME, AT THE REASONABLE REQUEST OF THE COMPANY, ITS SUCCESSORS AND
ASSIGNS, EXECUTE AND DELIVER SUCH OTHER INSTRUMENTS OF CONVEYANCE AND TRANSFER
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AND OTHER DOCUMENTS AND TAKE SUCH OTHER ACTIONS AS MAY BE REASONABLY NECESSARY
TO MORE EFFECTIVELY CONSUMMATE THE CONTRIBUTION OF THE CONTRIBUTED ASSETS TO THE
COMPANY CONSISTENT WITH THE TERMS HEREOF.
SUCH DOCUMENTS MAY INCLUDE, WITHOUT
LIMITATION, AFFIDAVITS, EVIDENCE OF TITLE, EVIDENCE OF AUTHORITY, CERTIFICATES
OF GOOD STANDING, RESOLUTIONS, CONSENTS AND THE LIKE FROM MGPI OR OTHER THIRD
PARTIES AS MAY BE REQUIRED BY THE AFOREMENTIONED TITLE COMPANY OR AS MAY BE
REASONABLY REQUESTED BY THE COMPANY.
2.2.
RESULTING CAPITAL ACCOUNT.
IT IS AGREED THAT
THE VALUE OF THE CONTRIBUTED ASSETS AND MGPI'S CORRESPONDING INITIAL CAPITAL
ACCOUNT BALANCE IN THE COMPANY IS THIRTY MILLION DOLLARS ($30,000,000).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF MGPI
MGPI represents and warrants to the Company as follows:
3.1.
ORGANIZATION AND GOOD STANDING.
MGPI IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE
LAWS OF KANSAS, WITH ALL REQUISITE ENTITY POWER AND AUTHORITY TO CONDUCT THE
BUSINESS, TO OWN OR USE THE PROPERTIES AND ASSETS THAT IT PURPORTS TO OWN OR
USE, AND TO PERFORM ALL ITS OBLIGATIONS UNDER THIS AGREEMENT. MGPI IS DULY
QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION AND IS IN GOOD STANDING UNDER
THE LAWS OF ILLINOIS, THE ONLY JURISDICTION IN WHICH EITHER THE OWNERSHIP OR USE
OF THE PROPERTIES OWNED OR USED BY IT, OR THE NATURE OF THE ACTIVITIES CONDUCTED
BY IT, REQUIRES SUCH QUALIFICATION.
3.2.
AUTHORITY; NO CONFLICT.
(A)
THIS AGREEMENT CONSTITUTES THE LEGAL,
VALID, AND BINDING OBLIGATION OF MGPI, ENFORCEABLE AGAINST MGPI IN ACCORDANCE
WITH ITS TERMS, SUBJECT TO THE APPLICATION OF ANY LAWS RELATING TO BANKRUPTCY,
INSOLVENCY OR THE RIGHTS OF CREDITORS GENERALLY. UPON THE EXECUTION AND DELIVERY
BY MGPI OF THE DOCUMENTS REQUIRED TO BE EXECUTED AND DELIVERED BY IT IN
SECTION 2.1 (COLLECTIVELY, THE "MGPI CLOSING DOCUMENTS"), THE MGPI CLOSING
DOCUMENTS WILL CONSTITUTE THE LEGAL, VALID, AND BINDING OBLIGATIONS OF MGPI,
ENFORCEABLE AGAINST MGPI IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, SUBJECT TO
THE