Exhibit 10.1
EXECUTION VERSION
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this "Agreement"), is made and effective as of the
20th day of November, 2009 (the "Effective Date"), by Illinois Corn Processing,
LLC, a Delaware limited liability company (the "Company"), and MGP
Ingredients, Inc., a Kansas corporation ("MGPI").
R E C I T A L S:
A.
MGPI IS THE OWNER AND OPERATOR OF THE
ALCOHOL PRODUCTION FACILITY LOCATED AT THE PLANT AND, TO THE EXTENT
TRANSFERABLE, ALL PERMITS AND LICENSES RELATED TO THE PLANT (THE "PERMITS");
B.
MGPI FORMED THE COMPANY ON OCTOBER 5,
2009, AS THE SOLE MEMBER OF THE COMPANY AND DESIRES TO CONTRIBUTE, CONVEY,
ASSIGN, TRANSFER AND DELIVER TO THE COMPANY, AS A CAPITAL CONTRIBUTION OF THE
SOLE MEMBER, ALL OF MGPI'S RIGHT, TITLE AND INTEREST IN AND TO (1) ALL ASSETS
RELATING TO OR LOCATED AT THE PLANT (AS DEFINED BELOW), INCLUDING, WITHOUT
LIMITATION, PROPERTY (REAL AND PERSONAL), BUILDING, PLANTS, STRUCTURES AND
EQUIPMENT, LEASEHOLDS LICENSES, AND THE BUSINESS IP (AS DEFINED BELOW), OTHER
THAN THE EXCLUDED EQUIPMENT AND THE LEASED EQUIPMENT (EACH AS DEFINED BELOW),
(2) THE PERMITS AND (3) ALL THE BOOKS AND RECORDS (OR PORTIONS THEREOF) RELATING
TO SUCH ASSETS AND PERMITS (COLLECTIVELY, THE "CONTRIBUTED ASSETS"), SUBJECT TO
ALL PERMITTED ENCUMBRANCES, AND THE COMPANY DESIRES TO ACQUIRE AND ACCEPT THE
CONTRIBUTED ASSETS FROM MGPI, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN
THIS AGREEMENT.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the premises, which are incorporated into
and made part of this Agreement, the mutual representations, warranties,
covenants, agreements, and obligations contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
ARTICLE I
DEFINITIONS
1.1.
"AGREEMENT" - AS DEFINED IN THE FIRST PARAGRAPH
OF THIS AGREEMENT.
1.2.
"APPLICABLE CONTRACT" - ANY CONTRACT (A) UNDER
WHICH THE COMPANY HAS OR MAY ACQUIRE ANY RIGHTS, (B) UNDER WHICH THE COMPANY HAS
OR MAY BECOME SUBJECT TO ANY OBLIGATION OR LIABILITY, OR (C) BY WHICH THE
COMPANY OR ANY OF THE ASSETS OWNED OR USED BY IT IS OR MAY BECOME BOUND.
1.3.
"BREACH" - A "BREACH" OF A REPRESENTATION,
WARRANTY, COVENANT, OBLIGATION, OR OTHER PROVISION OF THIS AGREEMENT OR ANY
INSTRUMENT DELIVERED PURSUANT TO THIS AGREEMENT WILL BE DEEMED TO HAVE OCCURRED
IF THERE IS OR HAS BEEN (A) ANY INACCURACY IN OR BREACH OF, OR ANY FAILURE
TO PERFORM OR COMPLY WITH, SUCH REPRESENTATION, WARRANTY, COVENANT, OBLIGATION,
OR OTHER PROVISION, OR (B) ANY CLAIM (BY ANY PERSON) OR OTHER OCCURRENCE OR
CIRCUMSTANCE THAT IS OR WAS INCONSISTENT WITH SUCH REPRESENTATION, WARRANTY,
COVENANT, OBLIGATION, OR OTHER PROVISION, AND THE TERM "BREACH" MEANS ANY SUCH
INACCURACY, BREACH, FAILURE, CLAIM, OCCURRENCE, OR CIRCUMSTANCE.
1.4.
"BUSINESS" - THE BUSINESS OPERATIONS,
ACTIVITIES, PLANT ASSETS AND PRACTICES ASSOCIATED WITH THE PRODUCTION OF FUEL
ETHANOL, FOOD GRADE AND INDUSTRIAL GRADE ALCOHOL AND ASSOCIATED BY-PRODUCTS AT
THE PLANT.
1.5.
"BUSINESS IP" - AS DEFINED IN SECTION 3.9(A).
1.6.
"CERCLA" - THE UNITED STATES COMPREHENSIVE