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Septembell~~WW~rleed

Street u Moberly, Missouri 65270-1551 Phone: (660) 263-4420

By electronic mail: bcole@i-i&fiIfdcifsel:A?lts

Mr. Bl1lceCole American Sucralose Manufacturing, Inc. Re: Memorandum of Understanding in Connection with Proposal dated September 19, 2011 for the Completion and Operation of Certain Manufacturing Facilities .Located in the City of Mobel"ly and the Cure of Defaults under The Industlial Development Authority of the City of Moberly, MissoUll Annual Appropliation Capital Project Bonds (project Sugar) Series 201O-A(Taxable), Selles 2010-B (Tax-Exempt) and Series 2010-C (Tax-Exempt) (collectively, the "Bonds") Dear Mr. Cole: You have requested on behalf of Amelican Sucralose Manufacturing, Inc., a Delaware general business corporation (the "Company"), the consideration of the City of Moberly, Missouri (the "City") of a Proposal dated September 19, 2011 to und(~rtakeand complete the installation and the operation of certain sucralose manufacturing facilities located in the City (the "Project") pegun by Mamtek, U.S., Inc. ("Mmntek"). As you know, the Project is currently in abeyance as a result of certain Events of Default by Mamtek which exist and are on-going under various financing documents in c01Ulection with the Bonds. We understand your request at this time to be for a statement of the current intent of the City respecting a willingness aUhe City to treat the Company as a "substitute or successor user for the Project" as contemplated by Section 12.1(c) of that celtain Management, Operating and. Purchase Agreement dated as of July 1, 2010 by and between the City and Mamtek (the "Management Agreement"). The City is willing to consider an arrangement, subject to a mutually acceptable form and structure, which would transfer to the Company certain lights to complete the Project as a "substitute or successor user" (as that term is contemplated in Section l2.1(c) of the Management Agreement), subject to fun satisfaction by the Company of the following conditions precedent: 1. Not later than October 3, 2011, the Company shall deposit with the City, the non refundable sum of $250,000, which shall be used by the City at its sole discretion including to offset costs associated with the foregoing Events of Default; 2. Not later than October 12, 2011, the Company shall provide for the City's review and approval completion plans and estimates of additional costs for the Project in a form and level of detail satisfactory to the City which describe, at minimuin~ the . following two (2) altematives: (i) completion of the Moberly facilities as specified in that certain Development Agreement dated July 1, 2010 (the "Development Agreement") by and among the City, The Indush-ial Development AuthOllty of the 1
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City of Moberly, and Mamtek (e.g. a maximum initial five lines of sucralose production) and which minimizes additional expenditure and capital investment and utilizes processes and "know-bow" ill existence as of the date of the Development Agreement and (ii) completion of the Moberly facilities optimized as to yield, efficieilcy, and product consiskncy, applying advances in such processes and "knowhow" delived from the Moberly facilities and any contemplated redesigns or re-fits thereto. Both altematives shall result in a minimum production yield sufficient under current market conditions during the first five years of production to generate annual net revenues of not less than the average annual debt service on the Bonds during such period ($4,348,464.00). 3. Not later than October 26, 2011, the Company shall deposit with the City the nonrefundable sum of $3,215,885.63 represellting the amounts required to retum the Series 2010 A, B, and C Debt Service Reserve Funds to the original Series 20 lOA, B and C Debt Service Reserve Requirements which amounts shall be transfelTed to UMB Bank;N.A., as tmstee for the holders of the Bonds (the "Tmstee") for deposit in the applicable Debt Service Reserve Funds for the Bonds. Subject to and following the full satisfaction of the foregoing conditions, the City intends to take appropriate steps under the Management Agreement (and, as applicable, other financing documents in connection with the Bonds) to transfer to the Company, subject to a mutually acceptable form and stl11cture and further subject to any limitations imposed by any financing document for the Bonds, the rights to occupy, complete, operate and purchase the Project as a "substitute or successor user;" provided that continuation of the Company's lights in respect of the Project shall be further conditioned upon and subject to satisfaction of each of the following supplemental conditions: a) The Company shall pay on demand the costs of the Tlustee previously incUlTed and to be incuned in connection with the foregoing Events of Default and in connection with the transfer of lights contemplated herel1l1der; and shall additionally provide the sum of $100,000.00 to the City as pre-funding of the City's costs in connection with the preparation of transfer documentation and monitoring of the perfol1nance of the supplemental conditions; b) The Company shall provide for the City's review and approval within seven (7) days of the date of the foregoing transfer, a construction and operations schedule which shall include interim milestone progress dates for completion of the Moberly facility in full accordance with the completion plans approved by the City under item 2, above; the schedule shall provide for initiation of sucralose production by a date certain which shall be not later than 300 days from the date of the foregoing transfer. Upon approval of the schedule by the City, failure of the Company for any reason, other than force majeure, to meet any of the ihtelim milestone dates therein shall tenninate the Company's rights with respect to the Project; c) The Company shall assume Mamtek's liabilities/obligations (jointly and severally and not in substitution) under the Management Agreement and the Development Agreement, including, without limitation, the obligation to timely make Basic 2

Payments and Additional Payments as and when due under the Management Agreement, and shall additionally satisfy or cause to be removed any liens or other encumbrances against the Project as a result of Mamtek's prior activities; the Company shall also obtain the right to purchase the Project upon the same terms applicable to Mamtek under the Management Agreement; d) During the peliod of transfer and completion of the Moberly facilities, the Company shall provide bi-weekly written reports to the City and to the Trustee for the Bonds regarding: (a) status of capital/equity raising effOlis; (b) construction and Moberly facility completion/progress, and (c) any c1aimslliens etc. filed against the Company or against the Moberly facility or any pOliion thereof; failure of the Company to timely obtain new capital/equity sufficient in the City's reasonable judgment to timely implement completion of the Moberly facility and the initiation of sucralose production in accordance with item b), above shall tenninate the Company's rights with respect to the Project; e) Approval of the Trustee, if such approval is subsequently determined by the Trustee or by the City to be required under any of the financing documents in connection with. the Bonds; and

f) Any transfer arrangement or stl11cture may be submitted to the Securities Exchange


Commission or other applicable govemmental agency for prior comment; in the event the such agency objects or provides to the City material infonnation adverse to the transfer, the City shall have the right to tenninate the Company's rights with respect to the Project. Recognizing that time is of the essence, we request that you provide not later than 3:OOPM CST on Monday, September 26, 2011 a copy of this response, executed and dated by the applicable officer of the Company which shall serve as the Company's agreement to satisfy the conditions precedent numbered 1 through 3, above .. Upon receipt of the foregoing, the City will initiate detailed discussions of the applicable tr.ansfer stlucture and preparation of appropriate documentation. This communication contains a statement of certain initial basic terms and conditions which are provided for consideration only. No rights or liabilities shall arise as a result of the provisions of this communication and 110 binding agreement shall exist unless and until a formal transfer agreement is reached and executed by the parties. The City looks forward to receiving tinlely your response, a copy of which should he provided by electronic mail to: Thomas A. Cunningham, Esq. CUlmingham, Vogel & Rost, P.C. 333 South Kirkwood Road, Suite 300 St. Louis, MissoUli 63122 .tom@municipalfirm.com

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--;.:/ Riley, Ma~ Bob ~.

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J\.CJ{NOWLEDGED

AND ACCEPTED:

AMERICAN SUCRALOSE MANUFACl'URIN~ INC.

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