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&rdqu