Exhibit 2.3
AMENDMENT TO TRANSACTION AGREEMENT
THIS AMENDMENT (the "Amendment") is made as of October 18, 1999, to that
certain Amended and Restated Transaction Agreement (the "Transaction Agreement")
May 17, 1999, by and among MINNESOTA CORN PROCESSORS, INC. a Minnesota
cooperative association (the "Cooperative"), MINNESOTA CORN PROCESSORS COLORADO,
a Colorado cooperative association ("MCP Colorado") and MINNESOTA CORN
PROCESSORS, LLC, a Colorado limited liability company ("LLC") (collectively, the
"Parties").
WHEREAS, the Parties believe the interests of their respective members will
best be benefitted and served if the parties reorganize their business
operations and corporate structure whereby: (i) the Cooperative will merge into
MCP Colorado, with MCP Colorado being the surviving entity (the "MCP Merger");
and (ii) MCP Colorado will then merge into LLC, with LLC being the surviving
entity (the "LLC Merger"); the MCP Merger and the LLC Merger may be referred to
in this Agreement individually as a "Merger" or "Transaction" and collectively
as the "Mergers" or "Transactions"; and
WHEREAS, the Parties entered into the Transaction Agreement on May 17,
1999, in connection with the aforementioned reorganization of the Parties'
business operations and corporate structure; and
WHEREAS, the Parties have now agreed to revise the final terms and
conditions of the Mergers, and wish to: (i) memorialize these agreements as more
particularly described herein; and (ii) enter into this Amendment for the
purpose of modifying the Transaction Agreement effecting the Mergers;
WHEREAS, the Transaction Agreement contains as EXHIBIT D thereto the
Surviving Entity Operating Agreement (the "Operating Agreement"), which
Operating Agreement the Parties wish to amend; and
NOW, THEREFORE, the Parties hereto hereby agree that the Transaction
Agreement shall be amended as follows:
1. The Second Amended Operating Agreement attached hereto as EXHIBIT A
shall as of the date first mentioned above replace in its entirety the
Operating Agreement as EXHIBIT D to the Transaction Agreement.
2. All references in the Transaction Agreement (or in any Exhibit
thereto) to the Operating Agreement or to the Surviving Entity
Operating Agreement shall be understood to mean the Second Amended
Operating Agreement attached hereto as EXHIBIT A.
3. The List of Consents and Approvals attached hereto as EXHIBIT B shall
as of the date first mentioned above replace in its entirety the List
of Consents and Approvals as EXHIBIT E to the Transaction Agreement.
4. All references in the Transaction Agreement to EXHIBIT F are hereby
deleted.
5. Section 8.01(d) of the Transaction Agreement is deleted in its
entirety and replaced with the following:
"(d) The Closing has not occurred on or before April 1, 2000, or such
later date as the parties may mutually agree upon."
6. All references to the Transaction Agreement in the Transaction
Agreement or in any Exhibits thereto shall mean the Transaction
Agreement as amended by this Amendment.
7. Except as expressly modified by the terms of this Amendment, the terms
and conditions of the Transaction Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
MINNESOTA CORN PROCESSORS, INC.
By:
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Its:
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MINNESOTA CORN PROCESSORS COLORADO
By:
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Its:
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MINNESOTA CORN PROCESSORS, LLC
By:
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Its:
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