Exhibit 10.2





AMENDED AND RESTATED CREDIT
AGREEMENT


 


dated as of


September 15, 2006


among


AVENTINE RENEWABLE ENERGY, INC.


as Borrower,


AVENTINE RENEWABLE ENERGY, LLC


as Parent,


JPMORGAN CHASE BANK, N.A.


as Administrative Agent


and


FINANCIAL INSTITUTIONS


NOW OR HEREAFTER PARTIES HERETO,


as Lenders


$30,000,000 Revolving Credit Facility


 
















TABLE OF
CONTENTS




	
  

  	
   

  	
   

  	
   

  	
  Page No.

  
	
   

  	
   

  	
  ARTICLE 1

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS;
  CONSTRUCTION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
  Section 1.2

  	
   

  	
  Accounting Terms and Determinations

  	
   

  	
  14

  
	
  Section 1.3

  	
   

  	
  Other Definitional Terms

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 2

  	
   

  	
   

  
	
   

  	
   

  	
  AMOUNT AND TERMS
  OF LOANS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Loans and Commitments

  	
   

  	
  15

  
	
  Section 2.2

  	
   

  	
  Borrowing Requests

  	
   

  	
  16

  
	
  Section 2.3

  	
   

  	
  Letters of Credit

  	
   

  	
  16

  
	
  Section 2.4

  	
   

  	
  Disbursement of Funds

  	
   

  	
  21

  
	
  Section 2.5

  	
   

  	
  Evidence of Debt

  	
   

  	
  22

  
	
  Section 2.6

  	
   

  	
  Interest

  	
   

  	
  23

  
	
  Section 2.7

  	
   

  	
  Interest Periods

  	
   

  	
  24

  
	
  Section 2.8

  	
   

  	
  Records

  	
   

  	
  24

  
	
  Section 2.9

  	
   

  	
  Voluntary Termination or Reduction of Revolving
  Credit Commitments

  	
   

  	
  25

  
	
  Section 2.10

  	
   

  	
  Repayment at Maturity; Prepayments

  	
   

  	
  25

  
	
  Section 2.11

  	
   

  	
  Continuation and Conversion Options

  	
   

  	
  26

  
	
  Section 2.12

  	
   

  	
  Fees

  	
   

  	
  27

  
	
  Section 2.13

  	
   

  	
  Payments, Credit Availability, etc

  	
   

  	
  28

  
	
  Section 2.14

  	
   

  	
  Interest Rate Not Ascertainable, etc

  	
   

  	
  28

  
	
  Section 2.15

  	
   

  	
  Illegality

  	
   

  	
  29

  
	
  Section 2.16

  	
   

  	
  Increased Costs

  	
   

  	
  29

  
	
  Section 2.17

  	
   

  	
  Change of Lending Office

  	
   

  	
  31

  
	
  Section 2.18

  	
   

  	
  Funding Losses

  	
   

  	
  31

  
	
  Section 2.19

  	
   

  	
  Sharing of Payments, etc

  	
   

  	
  32

  
	
  Section 2.20

  	
   

  	
  Taxes

  	
   

  	
  32

  
	
  Section 2.21

  	
   

  	
  Pro-rata Treatment; Order of Application During
  Default; Order of Application of Payments

  	
   

  	
  35

  
	
  Section 2.22

  	
   

  	
  Replacement of Lenders

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 3

  	
   

  	
   

  
	
   

  	
   

  	
  CONDITIONS TO
  BORROWINGS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Closing

  	
   

  	
  36

  
	
  Section 3.2

  	
   

  	
  Conditions Precedent to All Loans and Letters of
  Credit

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 4

  	
   

  	
   

  
	
   

  	
   

  	
  SECURITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Security

  	
   

  	
  38

  
	
  Section 4.2

  	
   

  	
  Exceptions to Security

  	
   

  	
  39

  






 



 i
 









 


	
  

  	
   

  	
  ARTICLE 5

  	
   

  	
   

  
	
   

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1

  	
   

  	
  Corporate Existence

  	
   

  	
  39

  
	
  Section 5.2

  	
   

  	
  Corporate Power and Authorization

  	
   

  	
  39

  
	
  Section 5.3

  	
   

  	
  Binding Obligations

  	
   

  	
  40

  
	
  Section 5.4

  	
   

  	
  No Legal Bar or Resultant Lien

  	
   

  	
  40

  
	
  Section 5.5

  	
   

  	
  No Consent

  	
   

  	
  40

  
	
  Section 5.6

  	
   

  	
  Financial Information

  	
   

  	
  40

  
	
  Section 5.7

  	
   

  	
  Investments and Guaranties

  	
   

  	
  41

  
	
  Section 5.8

  	
   

  	
  Litigation

  	
   

  	
  41

  
	
  Section 5.9

  	
   

  	
  Use of Proceeds

  	
   

  	
  41

  
	
  Section 5.10

  	
   

  	
  Employee Benefits.

  	
   

  	
  41

  
	
  Section 5.11

  	
   

  	
  Taxes; Governmental Charges

  	
   

  	
  42

  
	
  Section 5.12

  	
   

  	
  Titles, etc

  	
   

  	
  42

  
	
  Section 5.13

  	
   

  	
  Defaults

  	
   

  	
  42

  
	
  Section 5.14

  	
   

  	
  Casualties; Taking of Properties

  	
   

  	
  42

  
	
  Section 5.15

  	
   

  	
  Compliance with the Law

  	
   

  	
  42

  
	
  Section 5.16

  	
   

  	
  No Material Misstatements

  	
   

  	
  43

  
	
  Section 5.17

  	
   

  	
  Investment Company Act

  	
   

  	
  43

  
	
  Section 5.18

  	
   

  	
  Capital Structure

  	
   

  	
  43

  
	
  Section 5.19

  	
   

  	
  Insurance

  	
   

  	
  43

  
	
  Section 5.20

  	
   

  	
  Environmental Matters

  	
   

  	
  44

  
	
  Section 5.21

  	
   

  	
  Solvency

  	
   

  	
  45

  
	
  Section 5.22

  	
   

  	
  Employee Matters

  	
   

  	
  45

  
	
  Section 5.23

  	
   

  	
  Loan Amount

  	
   

  	
  45

  
	
  Section 5.24

  	
   

  	
  Excluded Subsidiaries

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 6

  	
   

  	
   

  
	
   

  	
   

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1

  	
   

  	
  Maintenance and Compliance, etc

  	
   

  	
  46

  
	
  Section 6.2

  	
   

  	
  Payment of Taxes and Claims, etc

  	
   

  	
  46

  
	
  Section 6.3

  	
   

  	
  Further Assurances

  	
   

  	
  46

  
	
  Section 6.4

  	
   

  	
  Performance of Obligations

  	
   

  	
  46

  
	
  Section 6.5

  	
   

  	
  Maintenance of Insurance

  	
   

  	
  46

  
	
  Section 6.6

  	
   

  	
  Accounts and Records

  	
   

  	
  46

  
	
  Section 6.7

  	
   

  	
  Right of Inspection

  	
   

  	
  47

  
	
  Section 6.8

  	
   

  	
  Operation and Maintenance of Property

  	
   

  	
  47

  
	
  Section 6.9

  	
   

  	
  New Subsidiaries; Additional Liens

  	
   

  	
  47

  
	
  Section 6.10

  	
   

  	
  Reporting Covenants

  	
   

  	
  48

  
	
  Section 6.11

  	
   

  	
  Pledge of Equity of Nebraska Sub

  	
   

  	
  50

  
	
  Section 6.12

  	
   

  	
  Excluded Subsidiaries

  	
   

  	
  50

  



 



 ii
 









 


	
  

  	
   

  	
  ARTICLE 7

  	
   

  	
   

  
	
   

  	
   

  	
  NEGATIVE
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1

  	
   

  	
  Financial Covenants

  	
   

  	
  50

  
	
  Section 7.2

  	
   

  	
  Indebtedness

  	
   

  	
  50

  
	
  Section 7.3

  	
   

  	
  Liens

  	
   

  	
  51

  
	
  Section 7.4

  	
   

  	
  Mergers, Sales, etc

  	
   

  	
  52

  
	
  Section 7.5

  	
   

  	
  Investments, Loans, etc

  	
   

  	
  52

  
	
  Section 7.6

  	
   

  	
  Sales and Leasebacks

  	
   

  	
  52

  
	
  Section 7.7

  	
   

  	
  Nature of Business

  	
   

  	
  52

  
	
  Section 7.8

  	
   

  	
  ERISA Compliance

  	
   

  	
  53

  
	
  Section 7.9

  	
   

  	
  Negative Pledge Agreements

  	
   

  	
  53

  
	
  Section 7.10

  	
   

  	
  Transactions With Affiliates

  	
   

  	
  53

  
	
  Section 7.11

  	
   

  	
  Equity

  	
   

  	
  54

  
	
  Section 7.12

  	
   

  	
  Intercompany Transactions

  	
   

  	
  54

  
	
  Section 7.13

  	
   

  	
  Acquisition of Equity in Nebraska Sub

  	
   

  	
  54

  
	
  Section 7.14

  	
   

  	
  Excluded Subsidiaries

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 8

  	
   

  	
   

  
	
   

  	
   

  	
  EVENTS OF
  DEFAULT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1

  	
   

  	
  Payments

  	
   

  	
  54

  
	
  Section 8.2

  	
   

  	
  Covenants Without Notice

  	
   

  	
  54

  
	
  Section 8.3

  	
   

  	
  Other Covenants

  	
   

  	
  54

  
	
  Section 8.4

  	
   

  	
  Other Financing Document Obligations

  	
   

  	
  55

  
	
  Section 8.5

  	
   

  	
  Representations

  	
   

  	
  55

  
	
  Section 8.6

  	
   

  	
  Non-Payments of Other Indebtedness and Under Hedging
  Agreements

  	
   

  	
  55

  
	
  Section 8.7

  	
   

  	
  Defaults Under Hedging and Other Agreements

  	
   

  	
  55

  
	
  Section 8.8

  	
   

  	
  Bankruptcy

  	
   

  	
  55

  
	
  Section 8.9

  	
   

  	
  Money Judgment

  	
   

  	
  56

  
	
  Section 8.10

  	
   

  	
  Discontinuance of Business

  	
   

  	
  56

  
	
  Section 8.11

  	
   

  	
  Financing Documents

  	
   

  	
  56

  
	
  Section 8.12

  	
   

  	
  Material Adverse Change

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 9

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  ADMINISTRATIVE AGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.1

  	
   

  	
  Appointment of Administrative Agent

  	
   

  	
  56

  
	
  Section 9.2

  	
   

  	
  Limitation of Duties of Administrative Agent

  	
   

  	
  57

  
	
  Section 9.3

  	
   

  	
  Lack of Reliance on the Administrative Agent

  	
   

  	
  57

  
	
  Section 9.4

  	
   

  	
  Certain Rights of the Administrative Agent

  	
   

  	
  57

  
	
  Section 9.5

  	
   

  	
  Reliance by Administrative Agent

  	
   

  	
  58

  
	
  Section 9.6

  	
   

  	
  Indemnification of Administrative Agent

  	
   

  	
  58

  
	
  Section 9.7

  	
   

  	
  Administrative Agent in its Individual Capacity

  	
   

  	
  58

  
	
  Section 9.8

  	
   

  	
  Successor Administrative Agent

  	
   

  	
  58

  



 



 iii
 









 


	
  

  	
   

  	
  ARTICLE 10

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1

  	
   

  	
  Notices

  	
   

  	
  59

  
	
  Section 10.2

  	
   

  	
  Amendments and Waivers

  	
   

  	
  59

  
	
  Section 10.3

  	
   

  	
  No Waiver; Remedies Cumulative

  	
   

  	
  60

  
	
  Section 10.4

  	
   

  	
  Payment of Expenses, Indemnities, etc

  	
   

  	
  61

  
	
  Section 10.5

  	
   

  	
  Right of Setoff

  	
   

  	
  64

  
	
  Section 10.6

  	
   

  	
  Benefit of Agreement

  	
   

  	
  64

  
	
  Section 10.7

  	
   

  	
  Successors and Assigns; Participations and
  Assignments

  	
   

  	
  64

  
	
  Section 10.8

  	
   

  	
  Governing Law; Submission to Jurisdiction; etc

  	
   

  	
  67

  
	
  Section 10.9

  	
   

  	
  Independent Nature of Lenders’ Rights

  	
   

  	
  68

  
	
  Section 10.10

  	
   

  	
  Invalidity

  	
   

  	
  68

  
	
  Section 10.11

  	
   

  	
  Renewal, Extension or Rearrangement

  	
   

  	
  68

  
	
  Section 10.12

  	
   

  	
  Interest

  	
   

  	
  68

  
	
  Section 10.13

  	
   

  	
  Entire Agreement

  	
   

  	
  69

  
	
  Section 10.14

  	
   

  	
  Attachments

  	
   

  	
  69

  
	
  Section 10.15

  	
   

  	
  Counterparts

  	
   

  	
  69

  
	
  Section 10.16

  	
   

  	
  Survival of Indemnities

  	
   

  	
  69

  
	
  Section 10.17

  	
   

  	
  Headings Descriptive

  	
   

  	
  69

  
	
  Section 10.18

  	
   

  	
  Satisfaction Requirement

  	
   

  	
  69

  
	
  Section 10.19

  	
   

  	
  Exculpation Provisions

  	
   

  	
  69

  
	
  Section 10.20

  	
   

  	
  Secured Affiliate

  	
   

  	
  70

  



 



 iv
 









ANNEXES


Annex I  Revolving
Credit Commitments


EXHIBITS


	
  Exhibit
  A

  	
   

  	
  —

  	
   

  	
  Form of Borrowing Request

  	
   

  
	
  Exhibit B

  	
   

  	
  —

  	
   

  	
  Form of Request for Letters of Credit

  	
   

  
	
  Exhibit C

  	
   

  	
  —

  	
   

  	
  Form of Assignment and Acceptance

  	
   

  
	
  Exhibit D

  	
   

  	
  —

  	
   

  	
  Form of Guaranty and Security Agreement

  	
   

  



 


SCHEDULES


	
  Schedule 5.7

  	
   

  	
  —

  	
   

  	
  Investments and Guaranties

  	
   

  	
   

  
	
  Schedule 5.22

  	
   

  	
  —

  	
   

  	
  Employee Matters

  	
   

  	
   

  
	
  Schedule 7.2

  	
   

  	
  —

  	
   

  	
  Existing Indebtedness

  	
   

  	
   

  
	
  Schedule 7.3

  	
   

  	
  —

  	
   

  	
  Liens

  	
   

  	
   

  
	
  Schedule 7.10

  	
   

  	
  —

  	
   

  	
  Affiliate Documents

  	
   

  	
   

  



 



 v















LIST
OF DEFINED TERMS


	
  

  	
   

  	
  Page No.

  
	
  $.

  	
   

  	
  5

  
	
  Accounts Receivable

  	
   

  	
  2

  
	
  Administrative Agent

  	
   

  	
  2

  
	
  Advance Notice

  	
   

  	
  2

  
	
  Affiliate

  	
   

  	
  2

  
	
  Aggregate Revolving Credit Exposure

  	
   

  	
  3

  
	
  Agreement

  	
   

  	
  3

  
	
  Applicable Margin

  	
   

  	
  3

  
	
  Application

  	
   

  	
  3

  
	
  Assignment and Acceptance

  	
   

  	
  3

  
	
  Aurora West

  	
   

  	
  3

  
	
  Availability

  	
   

  	
  3

  
	
  Bankruptcy Code

  	
   

  	
  56

  
	
  Base Rate

  	
   

  	
  24

  
	
  Base Rate Loan

  	
   

  	
  3

  
	
  Borrower

  	
   

  	
  1

  
	
  Borrowing

  	
   

  	
  3

  
	
  Borrowing Request

  	
   

  	
  3

  
	
  Bring-Down Representations and Warranties

  	
   

  	
  4

  
	
  Business Day

  	
   

  	
  4

  
	
  Capital Lease Obligations

  	
   

  	
  4

  
	
  Cash Management Agreement

  	
   

  	
  4

  
	
  CERCLA

  	
   

  	
  5

  
	
  Closing Date

  	
   

  	
  4

  
	
  Code

  	
   

  	
  4

  
	
  Collateral

  	
   

  	
  4

  
	
  control

  	
   

  	
  2

  
	
  controlled by

  	
   

  	
  2

  
	
  Cover

  	
   

  	
  4

  
	
  Credit Parties

  	
   

  	
  4

  
	
  Credit Party

  	
   

  	
  4

  
	
  Current Financials

  	
   

  	
  4

  
	
  Default

  	
   

  	
  5

  
	
  Disbursement Account

  	
   

  	
  22

  
	
  disposal

  	
   

  	
  5

  
	
  disposed

  	
   

  	
  5

  
	
  Dollar

  	
   

  	
  5

  
	
  Environmental Laws

  	
   

  	
  5

  
	
  Equity

  	
   

  	
  5

  
	
  ERISA

  	
   

  	
  5

  
	
  ERISA Affiliate

  	
   

  	
  5

  
	
  ERISA Termination Event

  	
   

  	
  6

  
	
  Event of Default

  	
   

  	
  55

  



 



 vi
 









 


	
  Excluded Taxes

  	
   

  	
  6

  
	
  Existing Credit Agreement

  	
   

  	
  1

  
	
  Existing Loan Documents

  	
   

  	
  1

  
	
  Federal Funds Effective Rate

  	
   

  	
  6

  
	
  Financing Documents

  	
   

  	
  7

  
	
  Financing Parties

  	
   

  	
  69

  
	
  Fiscal Quarter

  	
   

  	
  7

  
	
  Fiscal Year

  	
   

  	
  7

  
	
  Foreign Lender

  	
   

  	
  7

  
	
  Funded Indebtedness

  	
   

  	
  7

  
	
  GAAP

  	
   

  	
  7

  
	
  Governmental Authority

  	
   

  	
  7

  
	
  Governmental Requirement

  	
   

  	
  7

  
	
  Guarantor

  	
   

  	
  7

  
	
  Guarantors

  	
   

  	
  7

  
	
  Guaranty and Security Agreement

  	
   

  	
  8

  
	
  hazardous substance

  	
   

  	
  5

  
	
  Hedging Agreement

  	
   

  	
  8

  
	
  herein

  	
   

  	
  16

  
	
  hereof

  	
   

  	
  16

  
	
  hereunder

  	
   

  	
  16

  
	
  Highest Lawful Rate

  	
   

  	
  8

  
	
  Historical Financials

  	
   

  	
  8

  
	
  Indebtedness

  	
   

  	
  8

  
	
  Indemnified Taxes

  	
   

  	
  9

  
	
  Interest Period

  	
   

  	
  9

  
	
  ISP98

  	
   

  	
  18

  
	
  Issuing Bank

  	
   

  	
  1, 9

  
	
  JPMorgan Chase

  	
   

  	
  1, 9

  
	
  Lender

  	
   

  	
  1

  
	
  Lender Affiliate

  	
   

  	
  9

  
	
  Lender Indebtedness

  	
   

  	
  10

  
	
  Lenders

  	
   

  	
  1

  
	
  Lending Office

  	
   

  	
  10

  
	
  Letter of Credit Liabilities

  	
   

  	
  10

  
	
  Letters of Credit

  	
   

  	
  17

  
	
  LIBOR Loan

  	
   

  	
  10

  
	
  LIBOR Rate

  	
   

  	
  10

  
	
  Lien

  	
   

  	
  10

  
	
  Make-Whole Amount

  	
   

  	
  11

  
	
  Margin Stock

  	
   

  	
  11

  
	
  Marketing Alliance Partner

  	
   

  	
  11

  
	
  Material Adverse Change

  	
   

  	
  11

  
	
  Material Adverse Effect

  	
   

  	
  11

  
	
  Material Provision

  	
   

  	
  57

  
	
  Maximum Available Amount

  	
   

  	
  11

  



 



 vii
 









 


	
  Mortgage

  	
   

  	
  11

  
	
  Nebraska Sub

  	
   

  	
  11

  
	
  New Subsidiary

  	
   

  	
  48

  
	
  Non-Repeating Representations and Warranties

  	
   

  	
  12

  
	
  Obligated Party

  	
   

  	
  12

  
	
  oil

  	
   

  	
  5

  
	
  OPA

  	
   

  	
  5

  
	
  Other Taxes

  	
   

  	
  12

  
	
  Parent

  	
   

  	
  1

  
	
  Participant

  	
   

  	
  67

  
	
  Payment Office

  	
   

  	
  12

  
	
  PBGC

  	
   

  	
  12

  
	
  Permitted Liens

  	
   

  	
  52

  
	
  Person

  	
   

  	
  12

  
	
  Plan

  	
   

  	
  12

  
	
  Power

  	
   

  	
  12

  
	
  Prime Rate

  	
   

  	
  12

  
	
  Property

  	
   

  	
  13

  
	
  RCRA

  	
   

  	
  5

  
	
  Real Property

  	
   

  	
  13

  
	
  Recovery Event

  	
   

  	
  13

  
	
  Register

  	
   

  	
  67

  
	
  Regulation D

  	
   

  	
  13

  
	
  Regulation U

  	
   

  	
  13

  
	
  Regulation X

  	
   

  	
  13

  
	
  Reimbursement Obligations

  	
   

  	
  13

  
	
  release

  	
   

  	
  5

  
	
  Reported Inventory

  	
   

  	
  13

  
	
  Request for Letters of Credit

  	
   

  	
  13

  
	
  Required Lenders

  	
   

  	
  13

  
	
  Responsible Officer

  	
   

  	
  13

  
	
  Revolving Credit Commitment

  	
   

  	
  16

  
	
  Revolving Credit Commitments

  	
   

  	
  16

  
	
  Revolving Credit Exposure

  	
   

  	
  14

  
	
  Revolving Credit Loan

  	
   

  	
  16

  
	
  Revolving Credit Maturity Date

  	
   

  	
  14

  
	
  Revolving Credit Percentage

  	
   

  	
  14

  
	
  Schedules

  	
   

  	
  14

  
	
  Secured Affiliate

  	
   

  	
  14

  
	
  Security Instruments

  	
   

  	
  14

  
	
  solid waste

  	
   

  	
  5

  
	
  Solvent

  	
   

  	
  14

  
	
  Standby Letter of Credit

  	
   

  	
  14

  
	
  Statutory Reserves

  	
   

  	
  15

  
	
  Subsidiary

  	
   

  	
  15

  
	
  Taxes

  	
   

  	
  15

  



 



 viii
 









 


	
  threatened release

  	
   

  	
  5

  
	
  Transferee

  	
   

  	
  68

  
	
  Type

  	
   

  	
  15

  
	
  UCC

  	
   

  	
  15

  
	
  under common control with

  	
   

  	
  2

  
	
  Voting Equity

  	
   

  	
  15

  



 



 ix















AMENDED AND
RESTATED CREDIT AGREEMENT


THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as
of September 15, 2006, among AVENTINE RENEWABLE ENERGY,
INC., a Delaware corporation (“Borrower”),
AVENTINE RENEWABLE ENERGY, LLC, a
Delaware limited liability company (“Parent”),
JPMORGAN CHASE BANK, N.A.,
individually as a Lender (in such individual capacity, “JPMorgan Chase”), as the Issuing Bank
(in such capacity the “Issuing Bank”)
and as the Administrative Agent (in such capacity, the “Administrative Agent”), and each of the
lenders that is a signatory hereto or which hereafter becomes a party hereto as
provided in Section 10.7 (individually, a “Lender” and, collectively, the “Lenders”).


RECITALS:


WHEREAS, Borrower, Parent, the Administrative Agent,
the Issuing Bank and the Lenders are parties to that certain Credit Agreement
dated as of May 30, 2003 (as heretofore amended, the “Existing
Credit Agreement”), pursuant to which Lenders extended certain
financing to Borrower in accordance with the terms and conditions set forth
therein; and


WHEREAS, Borrower has requested that the Existing
Credit Agreement be amended and restated in its entirety.


AGREEMENT:


In consideration of the mutual covenants and
agreements herein contained, Parent, Borrower, the Administrative Agent, the
Issuing Bank and the Lenders agree that, subject to the satisfaction of each
condition precedent contained in Section 3.2 hereof, the Existing Credit
Agreement shall be amended and restated as of the Closing Date (as herein
defined) in its entirety in the form of this Agreement.  It is the intention of Borrower, Parent, the
Lenders, the Issuing Bank and the Administrative Agent that this Agreement
supersede and replace the Existing Credit Agreement in its entirety; provided,
that, (a) such amendment and restatement shall operate to renew, amend
and modify the rights and obligations of the parties under the Existing Credit
Agreement, as provided herein, but shall not effect a novation thereof, (b)
unless otherwise provided for herein and evidenced by a separate written
agreement, amendment or release, no other Loan Document, as defined in, and
executed and/or delivered pursuant to the terms of, the Existing Credit
Agreement (collectively, the “Existing Loan Documents”)
shall be amended, terminated or released in any respect and all of such other
Existing Loan Documents shall remain in full force and effect except that
Borrower and the Lenders agree that by executing this Agreement the definition
of “Credit Agreement” contained in such Existing Loan Documents shall be
amended to refer to this Agreement as it may hereafter be amended, modified,
renewed or extended in accordance with the terms hereof in place of the
Existing Credit Agreement, and (c) the Liens securing the Secured Obligations
under and as defined in the Existing Credit Agreement and granted pursuant to
the Existing Loan Documents and the liabilities and obligations of Borrower
shall not be extinguished, but shall be carried forward, and such Liens shall secure
such Secured Obligations, in each case, as renewed, amended, restated and
modified hereby



 1
 









The parties hereto
further agree as follows:


ARTICLE 1

DEFINITIONS; CONSTRUCTION


Section 1.1                     Definitions.  As used herein, the following terms shall
have the meanings herein specified (to be equally applicable to both the
singular and plural forms of the terms defined).  Reference to any party to a Financing
Document shall mean that party and its successors and assigns.


“Accounts
Receivable” shall mean the invoice amount owing on each account
of Borrower that, in conformity with GAAP, is included in “accounts receivable”
in the financial statements of Borrower.


“Administrative Agent” shall mean
JPMorgan Chase acting in the manner and to the extent described in Article 9,
and any successor Administrative Agent appointed pursuant to Article 9.


“Advance Notice” shall mean written or
telecopy notice (with telephonic confirmation in the case of telecopy notice),
which in each case shall be irrevocable, from Borrower to be received by the
Administrative Agent before 11:00 a.m. (Chicago, Illinois time), by the number
of Business Days in advance of any Borrowing, conversion, continuation or
prepayment of any Revolving Credit Loan or Revolving Credit Loans pursuant to
this Agreement as respectively indicated below:


(a)           LIBOR Loans - 3 Business Days; and


(b)           Base Rate Loans - same Business Day.


For the purpose of determining the respectively
applicable Revolving Credit Loans in the case of the conversion from one Type
of Revolving Credit Loan into another, the Revolving Credit Loans into which
there is to be a conversion shall control. 
The Administrative Agent, the Issuing Bank and each Lender are entitled
to rely upon and act upon telecopy notice made or purportedly made by Borrower.


“Affiliate” shall mean, with respect to
any Person, (a) any Person controlling, controlled by or under common control
with such Person, (b) any director, officer, manager, shareholder, partner or
member of such Person or of any Person described in clause (a) preceding, and
(c) any member of the immediate family of any Person described in clauses (a)
or (b) preceding.  For purposes of this
definition, “control”
(including “controlled by”
and “under common control with”)
shall mean the possession, directly or indirectly, of the power to either (i)
vote 10% or more of the securities having ordinary voting power for election of
directors of such Person, or (ii) direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise; provided, that, no
Marketing Alliance Partner shall be considered an Affiliate of any of the
Credit Parties solely as a result of a Credit Party’s ownership of voting
securities of such Marketing Alliance Partner unless such ownership constitutes
30% or more of the outstanding Voting Equity of such Marketing Alliance
Partner.



 2
 









“Aggregate Revolving Credit
Exposure” shall mean the sum of all of the Lenders’ 


Revolving Credit Exposures.


“Agreement” shall
mean this Credit Agreement, as further amended, modified or 


supplemented from time to time.


“Applicable Margin”
shall mean (a) 0.750% for LIBOR Loans, and (b) 0.000% for Base 


Rate Loans.


“Application” shall
mean an “Application and Agreement for Letter of Credit,” or 


similar instrument
or agreement, entered into between Borrower and the Issuing Bank in 


connection with any Letter of Credit.


“Assignment and Acceptance”
shall mean an Assignment and Acceptance entered into 


by a Lender and an
assignee (with the consent of any party whose consent is required by Section



10.7),
and accepted by the Administrative Agent, in substantially the form of Exhibit
C hereto or 


any other form approved by the Administrative Agent.


“Aurora West” means Aventine
Renewable Energy — Aurora West, LLC, a Delaware 


limited liability company.


“Availability”
shall mean, as of any date, the remainder of (a) the Maximum Available 


Amount on such date, minus (b) the Aggregate
Revolving Credit Exposure on such date.


“Bankruptcy Code” shall have the meaning
provided in Section 8.8.


“Base Rate” shall have the meaning
provided in Section 2.6(a).


“Base Rate Loan”
shall mean a Revolving Credit Loan bearing interest at the rate 


provided in Section 2.6(a).


“Borrower” shall mean Aventine Renewable
Energy, Inc., a Delaware corporation.


“Borrowing” shall mean a borrowing
pursuant to a Borrowing Request or a continuation or a conversion pursuant to Section
2.11 consisting, in each case, of the same Type of Revolving Credit Loans
having, in the case of LIBOR Loans, the same Interest Period (except as
otherwise provided in Section 2.14 and Section 2.15) and made
previously or being made concurrently by all of the Lenders.


“Borrowing Request” shall mean a request
for a Borrowing pursuant to Section 2.2, substantially in the form
attached as Exhibit A.


“Bring-Down Representations and Warranties “
shall mean all representations and warranties set forth in the Agreement and
the other Financing Documents, other than the Non-Repeating Representations and
Warranties.


“Business Day” shall mean any day
excluding Saturday, Sunday and any other day on which banks are required or
authorized to close in Chicago, Illinois and, if the applicable Business Day
relates to LIBOR Loans, on which trading is carried on by and between banks in
Dollar deposits in the London interbank market.



 3
 









“Capital Lease Obligations” shall mean,
as to any Person, the obligations of such Person to pay rent or other amounts
under a lease of (or other agreement conveying the right to use) real and/or
personal property which obligations are required to be classified and accounted
for as a liability on a balance sheet of such Person in conformity with GAAP
and, for purposes of this Agreement, the amount of such obligations shall be
the capitalized amount thereof.


“Cash Management Agreement” shall mean
any document, instrument, agreement, arrangement or transaction with respect to
cash management services and includes, without limitation, any of the foregoing
related to deposit accounts, overdraft protection or automated clearing house
transactions.


“Closing Date” shall mean September 15,
2006.


“Code” shall mean
the Internal Revenue Code of 1986, as amended, and any successor 


statute.


“Collateral” shall mean each Obligated
Party’s Properties described in and subject to the Liens, privileges,
priorities and security interests purported to be created by any Security
Instrument.


“Cover” when required by this Agreement
for Letter of Credit Liabilities, shall be effected by paying to the Administrative
Agent in immediately available funds, to be held by the Administrative Agent in
a collateral account maintained by the Administrative Agent at its Payment
Office, an amount equal to 105% of the maximum amount of each applicable Letter
of Credit available for drawing at any time. 
Such amount shall be retained by the Administrative Agent in such
collateral account until such time as the same is no longer required under this
Agreement or the applicable Letter of Credit shall have expired and the Reimbursement
Obligations, if any, with respect thereto shall have been fully satisfied,
whichever occurs first.


“Credit Parties” shall mean Parent and
each of its Subsidiaries (other than Excluded Subsidiaries), including, without
limitation, Borrower and Nebraska Sub, collectively, and “Credit Party” shall mean any such
Person individually.


“Current Financials”
shall mean, as of any day, the financial statements and other 


related
information for any applicable period most recently required to be delivered to
the 


Lenders pursuant to Section 6.10(a) and Section
6.10(b).


“Default” shall
mean an Event of Default or any condition or event which, with notice or 


lapse of time or both, would constitute an Event of
Default.


“Disbursement Account” shall have the
meaning provided in Section 2.4(a).


“Dollar” and the sign “$” shall mean lawful money of the
United States of America.



 4
 









“Environmental Laws” shall mean any and
all laws, statutes, ordinances, rules, regulations, orders, or determinations
of any Governmental Authority pertaining to health or the environment in effect
in any and all jurisdictions in which any Credit Party is conducting or at any
time has conducted business, or where any Property of any Credit Party is
located, or where any hazardous substances generated by or disposed of by any
of the Credit Parties are located, including, but not limited to, the Oil
Pollution Act of 1990 (“OPA”),
as amended, the Clean Air Act, as amended, the Comprehensive Environmental,
Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water
Pollution Control Act, as amended, the Occupational Safety and Health Act of
1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking
Water Act, as amended, the Toxic Substances Control Act, as amended, the
Superfund Amendments and Reauthorization Act of 1986, as amended, and other
environmental conservation or protection laws. 
The term “oil” shall
have the meaning specified in OPA; the terms “hazardous substance” and “release” shall have the meanings specified in CERCLA and “threatened release” shall be used
herein as it is used in CERCLA ; and the terms “solid waste” and “disposal”
(or “disposed”) shall have
the meanings specified in RCRA; provided, however, in the event
either CERCLA or RCRA is amended so as to change the meaning of any term
defined thereby, such changed meaning shall apply on and subsequent to the
effective date of such amendment, and provided, further, that,
to the extent the laws of the relevant state in which any Property of any
Credit Party is located establish a meaning for “oil,” “hazardous substance,” “release,”
“solid waste” or “disposal” which is broader than that specified in either OPA,
CERCLA or RCRA, such broader meaning shall apply.


“Equity” shall mean shares of capital
stock, all partnership, profits, capital or member interest, all stock
appreciation rights, all phantom stock or similar rights, and all options,
warrants or any other right to substitute for or otherwise acquire the capital
stock, partnership, profits, capital or member interest, stock appreciation
rights, phantom stock or similar rights of any Person.


“ERISA” shall mean
the Employee Retirement Income Security Act of 1974, as 


amended, and any successor statute.


“ERISA Affiliate”
shall mean each trade or business (whether or not incorporated) 


which together
with any Credit Party would be deemed to be a “single employer” within the 


meaning of Section 4001(b)(1) of ERISA or Subsections
414(b), (c), (m) or (o) of the Code.


“ERISA Termination Event” shall mean (a)
a “Reportable Event” described in Section 4043 of ERISA and the regulations
issued thereunder with respect to a Plan (other than an event for which the
30-day notice period is waived), (b) the withdrawal of any Credit Party or any
ERISA Affiliate from a Plan during a plan year in which it was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA, (c) the filing of a notice
of intent to terminate a Plan or the treatment of a Plan amendment as a termination,
each, under Section 4041(c) of ERISA, (d) the receipt by a Credit Party or any
ERISA Affiliate of any notice relating to the institution of proceedings to
terminate a Plan by the PBGC, or (e) any other event or condition which could
reasonably be expected to constitute grounds under Section 4042(a) of ERISA for
the termination of, or the appointment of a trustee to administer, any Plan.



 5
 









“Event of Default” shall have the
meaning provided in Article 8.


“Excluded
Subsidiary” shall mean, at any time, any Subsidiary of Parent
whose Property has a value (valued at the higher of cost (determined on a
weighted average cost basis) or market value as determined in accordance with
GAAP consistently applied at such time) in an aggregate amount less than $5,000,000
and who has not become a Guarantor pursuant to Section 6.9 hereof.  As of the Closing Date, Aurora West, Mt.
Vernon and Power are Excluded Subsidiaries.


“Excluded Taxes” shall mean, with
respect to the Administrative Agent, any Lender and the Issuing Bank (each, a “Payee”), (a) income or franchise
Taxes imposed on (or measured by) such Payee’s net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, (b) any branch
profits Taxes imposed by the United States of America or any similar Tax
imposed by any other jurisdiction in which any Credit Party is located, (c) any
Taxes imposed by reason of any present or former connection between such Payee
and the jurisdiction imposing such Tax, other than Taxes that would not have
been imposed but for this Agreement or any Financing Document, and (d) in the
case of a Foreign Lender, any withholding Tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new Lending Office) or is attributable to
such Foreign Lender’s failure to comply with Section 2.20(f), except to
the extent that such Foreign Lender (or its assignor, if any) was entitled, at
the time of designation of a new Lending Office (or assignment), to receive
additional amounts from Borrower with respect to such withholding Tax pursuant
to Section 2.20(a).


“Federal Funds Effective Rate” shall
mean, for any day, the per annum rate equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day which is a Business Day, the average of the quotations for such day on
such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.


“Financing Documents” shall mean this
Agreement, the Security Instruments, the Applications, and the Borrowing
Requests, together with any other written document, instrument or agreement
(other than participation, agency or similar agreements among the Lenders or
between any Lender and any other bank or creditor with respect to any
indebtedness or obligations of any Obligated Party hereunder or thereunder) now
or hereafter entered into in connection with the Revolving Credit Loans, the
Lender Indebtedness or the Collateral, as such written documents, instruments
or agreements may be amended, modified or supplemented from time to time.


“Fiscal Quarter” shall mean the fiscal
quarter of Parent, ending on the last day of each March, June, September and
December of each Fiscal Year.


“Fiscal Year” shall
mean the fiscal year of Parent and Borrower ending on December 31 


of each year.



 6
 









“Foreign Lender” shall mean any Lender
that is organized under the laws of a jurisdiction other than that in which
Borrower is located.  For purposes of
this definition, the United States of America, each State thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.


“Funded
Indebtedness” shall mean, as to any Person, without duplication,
indebtedness of the type described in clause (a) of the definition of “Indebtedness”.


“GAAP” shall mean
generally accepted accounting principles as applied in accordance 


with Section 1.2.


“Governmental Authority” shall mean any
(domestic or foreign) federal, state, province, county, city, municipal or
other political subdivision or government, department, commission, board,
bureau, court, agency or any other instrumentality of any of them, which
exercises jurisdiction over any Obligated Party or any Property (including, but
not limited to, the use and/or sale thereof) of any Obligated Party or any
Plan.


“Governmental Requirement” shall mean
any law, statute, code, ordinance, order, rule, regulation, judgment, decree,
injunction, franchise, permit, certificate, license, authorization or other
direction or requirement (including, but not limited to, any of the foregoing
which relate to Environmental Laws, energy regulations and occupational, safety
and health standards or controls) of any Governmental Authority.


“Guarantors” shall mean Parent and each
current or future Subsidiary of Parent, other than Borrower, collectively, and “Guarantor” shall mean each such Person
individually; provided, that, Nebraska Sub shall not be a
Guarantor hereunder unless and until Parent becomes the direct or indirect
beneficial owner of 100% of the Equity of Nebraska Sub; provided, further,
that, no Excluded Subsidiary shall be a Guarantor unless and until it satisfies
the requirements of Section 6.9 hereof (at which time it shall no longer
be an Excluded Subsidiary).


“Guaranty and Security Agreement” shall
mean the Amended and Restated Guaranty and Security Agreement executed by
Borrower and each Guarantor dated as of September 15, 2006, as amended,
modified, renewed, supplemented or restated from time to time.


“Hedging Agreement” shall mean any swap,
cap, floor, collar, forward agreement, futures or other protection agreement or
option with respect to any such transaction, designed to hedge against
fluctuations in interest rates, commodity prices, currency exchange rates or
financial market conditions, other than any agreement or other arrangement
requiring physical delivery.


“Highest Lawful Rate” shall mean, with
respect to each Lender, the maximum non-usurious interest rate, if any, that at
any time or from time to time may be contracted for, taken, reserved, charged
or received on the Lender Indebtedness, owed to it under the law of any
jurisdiction whose laws may be mandatorily applicable to such Lender
notwithstanding other provisions of this Agreement, or under the law of the
United States of America applicable to such Lender and the transactions
contemplated hereunder, which would permit such Lender to contract for, charge,
take, reserve or receive a greater amount of interest than under such
jurisdiction’s law.



 7
 









“Historical Financials” shall mean (a)
the audited consolidated balance sheet and statement of income (loss) of Holdco
prepared as of December 31, 2005 and (b) the unaudited consolidated balance
sheet and consolidating statement of income (loss) for Holdco and its
consolidated Subsidiaries prepared as of June 30, 2006.


“Holdco” shall mean
Aventine Renewable Energy Holdings, Inc., a Delaware 


corporation.


“Indebtedness” of any Person shall mean:


(a)           all obligations of such Person for
borrowed money and obligations evidenced by bonds, debentures, notes, bankers’
acceptances or other similar instruments;


(b)           all obligations of such Person
(whether contingent or otherwise) in respect of letters of credit, surety or
other bonds and similar instruments;


(c)           all obligations of such Person to pay
the deferred purchase price of Property or services, other than trade payables
from time to time incurred in the ordinary course of business which do not
remain unpaid more than 60 days past the due date specified in the invoice or
specified in any contract pursuant to which such payable arises (other than
such trade payables as are being disputed in good faith by the applicable
Credit Party and with respect to which reserves have been established
satisfactory to Administrative Agent in its sole but reasonable discretion) ;


(d)           all Capital Lease Obligations in
respect of which such Person is liable, contingently or otherwise, as obligor,
guarantor or otherwise, or in respect of which obligations such Person
otherwise assures a creditor against loss;


(e)           all guaranties (direct or indirect),
and other contingent obligations of such Person in respect of, or obligations
to purchase or otherwise acquire or to assure payment of, Indebtedness of other
Persons;


(f)            all obligations and indebtedness of
other Persons secured by any Lien upon Property owned by such Person, whether
or not assumed;


(g)           all obligations or undertakings of
such Person to maintain or cause to be maintained the financial position or
financial covenants of other Persons (excluding, in the case of the Credit
Parties, commitments of any Credit Party to invest in Marketing Alliance
Partners);


(h)           all obligations of such Person to
deliver goods or services in consideration of advance payments but excluding
payments for the purchase of inventory made not more than seven (7) days in
advance of the physical delivery of such inventory to the applicable purchaser,
but only to the extent such advance payments are required by Borrower in the
ordinary course of business to address credit concerns pertaining to such
purchaser; and


(i)            any “synthetic lease,” “tax retained
operating lease” or similar lease financing arrangements under which the tenant
is treated as the owner of property for tax purposes but such lease is treated
as an operating lease in accordance with GAAP.



 8
 









“Indemnified Taxes” shall mean Taxes
arising from any payment made or action taken hereunder or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
Financing Document other than Excluded Taxes.


“Interest Period” shall mean, with
respect to each Borrowing of LIBOR Loans, an interest period complying with the
terms and provisions of Section 2.7.


“ISP98”
shall have the meaning provided in Section 2.3(b)(i).


“Issuing Bank”
shall mean, for each Letter of Credit, JPMorgan Chase as the issuing 


bank for such Letter of Credit.


“JPMorgan Chase” shall mean JPMorgan
Chase Bank, N.A. in its individual capacity as a Lender or as the Issuing Bank,
as the case may be, and not as the Administrative Agent.


“Lender” shall have the meaning set
forth in the initial paragraph hereof.


“Lender Affiliate” shall mean (a) with
respect to any Lender (i) an Affiliate of such Lender, or (ii) any entity
(whether a corporation, partnership, limited liability company, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender, and (b) with respect to any Lender that is a fund which invests in
bank loans and similar extensions of credit, any other fund that invests in
bank loans and similar extensions of credit and is managed by the same
investment advisor as such Lender or by an Affiliate of such investment
advisor.


“Lender Indebtedness” shall mean any and
all amounts owing or to be owing by any Obligated Party to the Administrative
Agent, the Issuing Bank, the Lenders or any Secured Affiliate with respect to
or in connection with the Revolving Credit Loans, any Letter of Credit
Liabilities, any Hedging Agreement, any Cash Management Agreement, this
Agreement, or any other Financing Document.


“Lending Office” shall mean, for each
Lender, the office specified opposite such Lender’s name on the signature pages
hereof, or in the Assignment and Acceptance pursuant to which it became a
Lender, with respect to each Type of Revolving Credit Loan, or such other
office as such Lender may designate in writing from time to time to Borrower
and the Administrative Agent with respect to such Type of Revolving Credit
Loan.


“Letter of Credit Liabilities” shall
mean, at any time and in respect of any Letter of Credit, the sum of (a) the
amount available for drawings under such Letter of Credit as of the date of
determination plus (b) the aggregate unpaid amount of all Reimbursement
Obligations due and payable as of the date of determination in respect of
previous drawings made under such Letter of Credit less (c) the amount
of Cover as of the date of determination.


“Letters of Credit” shall have the
meaning provided in Section 2.3(a).


“LIBOR Loan” shall
mean a Revolving Credit Loan bearing interest at the rate provided in Section
2.6(b).



 9
 









“LIBOR Rate” shall mean, with respect to
any Borrowing of LIBOR Loans for any Interest Period, the product of (a) (i)
the interest rate per annum shown on page 3750 of the Dow Jones & Company
Telerate screen or any successor page as the composite offered rate for London
interbank deposits with a period comparable to the Interest Period for such
LIBOR Loan, as shown under the heading “USD” at 11:00 A.M. (London time) two
Business Days prior to the first day of such Interest Period or (ii) if the
rate in clause (a) of this definition is not shown for any particular day, the
average  interest rate per annum (rounded
upwards, if necessary, to the next 1/16th of 1%) offered to the Administrative
Agent in the London interbank market for Dollar deposits of amounts in funds
comparable to the principal amount of the LIBOR Loan to which such LIBOR Rate
is to be applicable with maturities comparable to the Interest Period for which
such LIBOR Rate will apply as of approximately 9:00 a.m. (Chicago, Illinois
time) two Business Days prior to the commencement of such Interest Period, times
(b) Statutory Reserves.


“Lien” shall mean any interest in
Property securing an obligation owed to, or a claim by, a Person other than the
owner of the Property, whether such interest is based on contract,
constitutional, common, or statutory law, and including, but not limited to,
the lien or security interest arising from a mortgage, encumbrance, pledge,
security agreement, conditional sale or trust receipt or a lease, consignment
or bailment for security purposes.  The
term “Lien” shall include
reservations, exceptions, encroachments, easements, rights of way, liens and
other statutory, constitutional, or common law rights of landlords, leases and
other title exceptions and encumbrances affecting Property.  For the purposes of this Agreement, any
Credit Party shall be deemed to be the owner of any Property which it has
acquired or holds subject to a conditional sale agreement, financing lease or
other arrangement pursuant to which title to the Property has been retained by
or vested in some other Person for security purposes.


“Make-Whole Amount” shall have the
meaning set forth in Section 2.20(c).


“Margin Stock” shall have the meaning
provided in Regulations U and X.


“Marketing Alliance Partner” shall mean
a Person with whom Borrower has entered into a contract pursuant to which
Borrower purchases and resells all or a material portion of such Person’s
ethanol production for the stated term of such contract (including any of the
foregoing entered into after the Closing Date).


“Material Adverse Change” shall mean the
occurrence or existence of any event, condition or circumstance that has had,
or could reasonably be expected to have, a Material Adverse Effect.


“Material Adverse Effect” shall mean any
material and adverse effect on (a) the ability of Borrower or any Guarantor to
pay and perform its obligations under and comply with the terms and conditions
of this Agreement and the other Financing Documents in accordance with their
respective terms, (b) the rights and remedies of the Administrative Agent, the
Lenders and the Secured Affiliates under any of the Financing Documents, (c) the
validity or enforceability of any of the Financing Documents, or (d) the
perfection or priority of any of the Liens purported to be granted to the
Administrative Agent pursuant to any of the Security Instruments.



 10
 









“Material Provision” shall have the
meaning provided in Section 8.11.


“Maximum Available Amount” shall mean,
at any date, an amount equal to the lesser of (a) the aggregate Revolving
Credit Commitments as of such date, and (b) the sum of (i) 75% of Accounts
Receivable and (ii) 50% of Reported Inventory, in the case of both (i) and (ii)
as reflected on the Current Financials.


“Mortgage” shall mean the Mortgage,
Assignment, Security Agreement and Financing Statement dated May 30, 2003,
executed by Borrower in favor of the Administrative Agent.


“Mt. Vernon”
shall mean Aventine Renewable Energy — Mt. Vernon, LLC, a Delaware limited
liability company.


“Nebraska Sub” shall mean Nebraska
Energy, L.L.C., a Kansas limited liability company.


“New Subsidiary” shall have the meaning
provided in Section 6.9.


“Non-Repeating Representations and Warranties”
shall mean the representations and warranties set forth in Section 5.7,
the first sentence of Section 5.18, and the last sentence of Section
5.22.


“Obligated Party” shall mean each Credit
Party, Holdco and each other Person which is now, or hereafter becomes, a party
to any Financing Document pursuant to which such Person (a) becomes obligated
to repay all or any part of the Lender Indebtedness (whether as primary
obligor, guarantor, endorser, surety or otherwise), (b) subjects any Property
of such Person to a Lien securing all or any Lender Indebtedness, or (c)
otherwise provides credit support for all or any part of the Lender
Indebtedness or assures any Lender, the Administrative Agent or any Secured
Affiliate against loss in respect of the Lender Indebtedness.


“Other Taxes” shall mean any and all
present or future stamp or documentary Taxes or any other excise or property
Taxes, charges or similar levies arising from any payment made or action taken
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any Financing Document.


“Parent” shall mean Aventine Renewable
Energy, LLC, a Delaware limited liability company.


“Payment Office” shall mean the
Administrative Agent’s office located at 10 South Dearborn, Chicago, Illinois
60670 (or such other office or individual as the Administrative Agent may
hereafter designate in writing to the other parties hereto).


“PBGC” shall mean the Pension Benefit
Guaranty Corporation, or any successor thereto.


“Permitted Liens” shall have the meaning
provided in Section 7.3.



 11
 









“Person” shall mean any individual,
partnership, firm, corporation, association, joint venture, trust or other
entity (including, but not limited to, the Obligated Parties), or any
government or political subdivision or agency, department or instrumentality
thereof.


“Plan” shall mean any employee pension
benefit plan subject to the provisions of Title IV of ERISA, which (a) is
currently or hereafter sponsored, maintained or contributed to by any Credit
Party or an ERISA Affiliate, or (b) was at any time during the five preceding
Fiscal Years sponsored, maintained or contributed to by any Credit Party or an
ERISA Affiliate.


“Power”
means Aventine Power, LLC, a Delaware limited liability company.


“Prime Rate” shall mean the rate which
the Administrative Agent announces from time to time as its prime rate,
effective as of the date announced as the effective date of any change in such
prime rate.  Without notice to Borrower
or any other Person, the Prime Rate shall change automatically from time to
time as and in the amount by which such prime rate shall fluctuate.  The Prime Rate is a reference rate and does
not necessarily represent the lowest or best rate actually charged to any
customer.  The Administrative Agent may
make commercial loans or other loans at rates of interest at, above or below
the Prime Rate.


“Property” shall mean any interest in
any kind of property or asset, whether real, personal or mixed, or tangible or
intangible.


“Real Property”
shall mean any right, title or interest in and to real property, including 


any fee interest, leasehold interest, easement, or
license and any other right to use or occupy real property, including any right
arising by contract.


“Recovery Event”
shall mean  any settlement of or payment
in respect of


any Property or
casualty insurance claim or any condemnation proceeding relating to any asset
of any Credit 


Party.


“Register” shall have the meaning
provided in Section 10.7(c).


“Regulation D,” “Regulation U” and “Regulation X” shall mean, respectively,
Regulation D under the Securities Act of 1933, as amended or modified from time
to time, and Regulation U and Regulation X of the Board of Governors of the
Federal Reserve System,  as such
regulations are from time to time in effect and any successor regulations
thereto.


“Reimbursement Obligations” shall mean,
at any date, the obligations of Borrower then outstanding in respect of the
Letters of Credit, to reimburse the Administrative Agent for the account of the
Issuing Bank for the amount paid by the Issuing Bank in respect of any drawings
under the Letters of Credit.


“Reported Inventory” shall mean
all “inventory” of Borrower that, in conformity with 


GAAP, is included in “inventory” in the financial
statements of Borrower.


“Request for Letters of Credit”
shall mean a request for Letters of Credit pursuant to 


Section 2.3(b)(i), substantially in
the form attached as Exhibit B.


 



 12















“Required Lenders” shall mean Lenders
with an aggregate Revolving Credit Percentage of 66.67% or more.


“Responsible Officer” shall mean, with
respect to any corporation, the chairman of the board, the president, any vice
president, the chief executive officer, the chief operating officer, chief
accounting and compliance officer, or the chief financial officer, or any
equivalent officer (regardless of his or her title), and, in respect of
financial or accounting matters, the chief financial officer, the vice
president of finance, chief accounting and compliance officer, the treasurer,
the controller, director of finance, or any equivalent officer (regardless of
his or her title).


“Revolving Credit Commitment” shall have
the meaning provided in Section 2.1(c).


“Revolving Credit Exposure” shall mean,
at any date and as to each Lender, the sum of (a) the aggregate principal
amount of the Revolving Credit Loans made by such Lender outstanding as of such
date plus (b) such Lender’s Revolving Credit Percentage of the aggregate
amount of all Letter of Credit Liabilities as of such date.


“Revolving Credit Loan” shall have the
meaning provided in Section 2.1(a). 
The Revolving Credit Loans shall not include any Letter of Credit
Liabilities.


“Revolving Credit Maturity Date” shall
mean September 14, 2007.


“Revolving Credit Percentage” shall
mean, as to any Lender, the percentage of the aggregate Revolving Credit
Commitments constituted by its Revolving Credit Commitment (or, if the
Revolving Credit Commitments have terminated or expired, the percentage which
such Lender’s Revolving Credit Exposure at such time constitutes of the
Aggregate Revolving Credit Exposure at such time).


“Schedules” shall mean the Schedules to
this Agreement.


“Secured Affiliate” shall mean any Affiliate
of any Lender at the time that such Affiliate has entered into a Hedging
Agreement or Cash Management Agreement with any of the Credit Parties with the
obligations of such Credit Parties thereunder being secured by one or more
Security Instruments


“Security Instruments” shall mean the
Guaranty and Security Agreement, the Mortgage and any and all other agreements
or instruments now or hereafter executed and delivered by any Obligated Party
or any other Person as security for the payment or performance of the Lender
Indebtedness, as any of the foregoing may be amended, modified, renewed,
supplemented or restated from time to time.


“Solvent” shall mean with respect to any
Person on a particular date, the condition that, on such date, (a) the fair
value of the property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liabilities of
such Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such



 13
 









Person’s ability to pay as such debts and liabilities
mature, and (d) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person’s
property would constitute an unreasonably small amount of capital.


“Standby Letter of Credit” shall mean a
letter of credit that (a) is used in lieu or in support of performance
guarantees or performance, surety or other similar bonds (but expressly
excluding stay and appeal bonds) arising in the ordinary course of business,
(b) is used in lieu or in support of stay or appeal bonds, (c) supports the
payment of insurance premiums for casualty insurance carried by Borrower, or
(d) supports payment or performance for identified purchases or exchanges of
products or services in the ordinary course of business.


“Statutory Reserves” shall mean a
fraction (expressed as a decimal), the numerator of which is the number one and
the denominator of which is the number one minus the aggregate of the
maximum applicable reserve percentages, including any marginal, special,
emergency or supplemental reserves (expressed as a decimal) established by the
Board of Governors of the Federal Reserve System and any other banking
authority to which the Lenders are subject for Eurocurrency Liabilities (as
defined in Regulation D) or any other category of deposits or liabilities by
reference to which the LIBOR Rate is determined.  Such reserve percentages shall include those
imposed pursuant to Regulation D.  LIBOR
Loans shall be deemed to constitute Eurocurrency Liabilities and to be subject
to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D.  Statutory  Reserves shall be adjusted automatically on
and as of the effective date of any change in any reserve percentage.


“Subsidiary” of any Person shall mean a
corporation, limited liability company, partnership or other entity of which a
majority of the outstanding Voting Equity is owned by such Person, by one or
more Subsidiaries of such Person, or by such Person and one or more of its
Subsidiaries.


“Taxes” shall mean any and all present
or future taxes, levies, imposts, duties, deductions, charges or withholdings
imposed by any Governmental Authority.


“Type” of Revolving Credit Loan shall
mean a Base Rate Loan or a LIBOR Loan.


“UCC” shall mean the Uniform Commercial
Code as from time to time in effect in the State of New York or, where
applicable as to specific Collateral, any other relevant state.


“Voting Equity” of any Person shall mean
Equity of such Person which ordinarily has voting power for the election of
directors (or persons performing similar functions) of such Person, whether at
all times or only so long as no senior class of securities has such voting
power by reason of any contingency.


Section 1.2                     Accounting Terms and Determinations.  Unless otherwise defined or specified herein,
all accounting terms shall be construed herein, all accounting determinations
hereunder shall be made, and all financial statements required to be delivered
hereunder shall be prepared, in accordance with GAAP as in effect from time to
time; provided, that, if the Borrower notifies the Administrative
Agent that the Borrower requests an amendment of Section 7.1 hereof or
the definitions related thereto to eliminate the effect of any change occurring
after



 14
 









the date hereof in GAAP or in the application thereof (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an
amendment of Section 7.1 hereof or the definitions related thereto for
such purpose), regardless of whether such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
applied on the basis of GAAP as in effect and applied immediately before such
change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith.


Section 1.3                     Other Definitional Terms.  The words “hereof,” “herein”
and “hereunder” and words
of similar import when used in this Agreement shall refer to this Agreement as
a whole and not to any particular provision of this Agreement, and article,
section, schedule, exhibit and like references are to this Agreement unless
otherwise specified.


ARTICLE 2

AMOUNT AND TERMS OF LOANS


Section 2.1                     Loans and
Commitments.


(a)           Revolving
Credit Loans.  Subject to
the terms and conditions and relying on the representations and warranties
contained herein, each Lender severally agrees to make, on the Closing Date and
on any Business Day from and after the Closing Date, but prior to the Revolving
Credit Maturity Date, revolving credit loans (each a “Revolving Credit Loan”) to Borrower.


(b)           Types
of Loans.  The Revolving
Credit Loans made pursuant hereto by each Lender shall, at the option of
Borrower, be either Base Rate Loans or LIBOR Loans and may be continued or
converted pursuant to Section 2.11; provided  that, except
as otherwise specifically provided herein, all Revolving Credit Loans made
pursuant to the same Borrowing shall be of the same Type.


(c)           Revolving
Credit Commitments.  Each
Lender’s Revolving Credit Exposure shall not exceed at any one time the amount
set forth opposite such Lender’s name on Annex I under the caption “Revolving
Credit Commitment” (as the same may be reduced pursuant to Section 2.9
or Section 2.10 or otherwise from time to time modified pursuant to Section
10.7, its “Revolving Credit Commitment,”
and collectively for all Lenders, the “Revolving
Credit Commitments”); provided, however, that,
subject to the last sentence of Section 2.10(b), the Aggregate Revolving
Credit Exposure at any one time outstanding shall not exceed the Maximum
Available Amount in effect at such time; and provided, further, that,
subject to the last sentence of Section 2.10(b), Borrower shall not be
permitted to obtain Borrowings of Revolving Credit Loans hereunder at anytime
in excess of the Availability at such time (calculated immediately prior to
giving effect to such Borrowings).  There
may be more than one Borrowing with respect to Revolving Credit Loans on any
day.  Within the foregoing limits and
subject to the conditions set out in Article 3, Borrower may obtain
Borrowings of Revolving Credit Loans, repay or prepay such Revolving Credit
Loans, and reborrow such Revolving Credit Loans.



 15
 









(d)           Amounts
of Borrowings, etc.  The
aggregate principal amount of each Borrowing (i) of LIBOR Loans shall be (A) in
an amount not less than $500,000 and (B) in an integral multiple of $100,000
and (ii) of Base Rate Loans shall be (A) in an amount not less than $100,000
and (B) in an integral multiple of $10,000. 
Borrowings of more than one Type may be outstanding at the same time; provided,
however, that Borrower shall not be entitled to request any Borrowing
that, if made, would result in an aggregate of more than five separate
Borrowings of LIBOR Loans being outstanding at any one time.  For purposes of the foregoing, Borrowings
having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Borrowings.


Section 2.2                     Borrowing
Requests.


(a)           Borrowing
Requests.  Whenever
Borrower desires to make a Borrowing hereunder, it shall give Advance Notice in
the form of a Borrowing Request, specifying, subject to the provisions hereof,
(i) the aggregate principal amount of the Revolving Credit Loans to be made
pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a
Business Day), (iii) whether the Revolving Credit Loans being made pursuant to
such Borrowing are to be Base Rate Loans or LIBOR Loans, and (iv) in the case
of LIBOR Loans, the Interest Period to be applicable thereto.


(b)           Notice
by Administrative Agent. 
The Administrative Agent shall promptly (and, if any Borrowing Request
is received prior to 11:00 a.m., Chicago, Illinois time, on the same Business
Day received) give each Lender telecopy or telephonic notice (and, in the case
of telephonic notices, confirmed by telecopy or otherwise in writing) of the
proposed Borrowing, of such Lender’s Revolving Credit Percentage thereof and of
the other matters covered by the Advance Notice.  Borrower hereby waives the right to dispute
the Administrative Agent’s record of the terms of such telephonic notice,
absent manifest error.


Section 2.3                     Letters
of Credit.


(a)           Issuance
of Letters of Credit. 
Subject to the terms and conditions hereof, Borrower shall have the
right, in addition to Revolving Credit Loans provided for in Section 2.1,
to utilize the Revolving Credit Commitments from time to time prior to the date
which is thirty (30) days prior to the Revolving Credit Maturity Date by
obtaining the issuance of Standby Letters of Credit for the account of Borrower
by the Issuing Bank if Borrower shall so request in the notice referred to in Section
2.3(b)(i) (such letters of credit and any outstanding letters of credit
issued under and pursuant to the Existing Credit Agreement being collectively
referred to as the “Letters of Credit”);
provided, however, that Borrower shall not be permitted to obtain
the issuance of Letters of Credit hereunder at anytime in excess of the
Availability at such time (calculated immediately prior to giving effect to the
issuance of such Letters of Credit) and the aggregate of all Letter of Credit
Liabilities at any one time outstanding shall not exceed $30,000,000.  The Letters of Credit shall be denominated in
Dollars and may be issued to support obligations of Borrower permitted pursuant
to this Agreement.  Upon the date of the
issuance of a Letter of Credit, the Issuing Bank shall be deemed, without further




 16
 









action by any party
hereto, to have sold to each Lender, and each Lender shall be deemed, without
further action by any party hereto, to have purchased from such Issuing Bank, a
participation, to the extent of such Lender’s Revolving Credit Percentage, in
the Letter of Credit and the related Letter of Credit Liabilities.  No Letter of Credit issued pursuant to this
Agreement shall have an expiry date of one year after the date of issuance.


(b)           Additional
Letter of Credit Provisions. 
The following additional provisions shall apply to each Letter of
Credit:


(i)            Borrower shall give the
Administrative Agent and the Issuing Bank at least three Business Days’ prior
notice (effective upon receipt) in the form of a Request for Letters of Credit,
or in each case, such shorter period as may be agreed to by the Administrative
Agent and the Issuing Bank, specifying the date such Letter of Credit is to be
issued (which shall be a Business Day) and describing: (A) the face amount of
the Letter of Credit, (B) the expiration date of the Letter of Credit, (C) the
name and address of the beneficiary, (D) such information concerning the
transaction proposed to be supported by such Letter of Credit as the
Administrative Agent or the Issuing Bank may reasonably request, (E) such other
information and documents relating to the Letter of Credit as the
Administrative Agent or the Issuing Bank may reasonably request, and (F) a
precise description of documents and the verbatim text of any certificate to be
presented by the beneficiary, which, if presented prior to the expiry date of
the Letter of Credit, would require the Issuing Bank to make payment under the
Letter of Credit; provided, that, the Issuing Bank, in its
reasonable judgment, may require changes in such documents and
certificates.  Each such notice shall be
accompanied by the Issuing Bank’s Application and by a certificate executed by
a Responsible Officer setting forth calculations evidencing availability for
such Letter of Credit pursuant to Section 2.3(b)(ii) and stating that
all conditions precedent to such issuance have been satisfied.  Each Letter of Credit shall, to the extent
not inconsistent with the express terms hereof or the applicable Application,
be subject to the International Standby Practices, 1998, International Chamber
of Commerce Publication No. 590 (the “ISP98”) and
shall, as to matters not governed by the ISP98, be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.


(ii)           Subject to the last sentence of Section
2.10(b), no Letter of Credit may be issued if, after giving effect thereto,
the Aggregate Revolving Credit Exposure would exceed the Maximum Available
Amount.  On each day during the period
commencing with the issuance of any Letter of Credit and until such Letter of
Credit shall have expired or shall have been terminated, the Revolving Credit
Commitment of each Lender shall be deemed to be utilized for all purposes
hereof in an amount equal to such Lender’s Revolving Credit Percentage of the
amount of the Letter of Credit Liabilities related to such Letter of Credit.


(iii)          Upon receipt from the beneficiary of
any Letter of Credit of any demand for payment thereunder, the Issuing Bank
shall promptly notify Borrower 



 17
 









and the Administrative Agent of such demand (provided,
that, the failure of the Issuing Bank to give such notice shall not
affect the Reimbursement Obligations of Borrower hereunder) and Borrower shall
immediately, and in any event no later than 9:00 a.m. (Chicago, Illinois time)
on the date of such drawing, reimburse the Administrative Agent for the account
of the Issuing Bank for any amount paid by the Issuing Bank upon any drawing
under any Letter of Credit, without presentment, demand, protest or other
formalities of any kind in an amount, in same day funds, equal to the amount of
such drawing.  Unless prior to 9:00 a.m.
(Chicago, Illinois time) on the date of such drawing, Borrower shall have
either notified the Issuing Bank and the Administrative Agent that Borrower
intends to reimburse the Administrative Agent for the account of the Issuing
Bank for the amount of such drawing with funds other than the proceeds of
Revolving Credit Loans or delivered to the Administrative Agent a Borrowing
Request for Revolving Credit Loans in an amount equal to such drawing, Borrower
will be deemed to have given a Borrowing Request to the Administrative Agent
requesting that the Lenders make Revolving Credit Loans which shall be Base
Rate Loans on the date on which such drawing is honored in an amount equal to
the amount of such drawing; provided, that, such Revolving Credit
Loans shall be subject to (A) the satisfaction of the conditions in Article
3 and (B) the existence of Revolving Credit Loan availability pursuant to Section
2.1(c) hereof (after giving effect to repayment of the applicable
Reimbursement Obligations with the proceeds of the proposed Revolving Credit
Loans).  Subject to the preceding
sentence, if so requested by the Administrative Agent, each of the Lenders
shall, on the date of such drawing, make such Revolving Credit Loans in an
amount equal to such Lender’s Revolving Credit Percentage of such drawing or
the full amount of the unused Revolving Credit Loan available pursuant to Section
2.1(c), as applicable, the proceeds of which shall be applied directly by
the Administrative Agent to reimburse the Issuing Bank to the extent of such
proceeds.


(iv)          Thirty (30) days prior to the
Revolving Credit Maturity Date (the “Cover Date”), Borrower shall
immediately, and in any event no later than 9:00 a.m. (Chicago, Illinois time)
on the Cover Date, deliver Cover for any Letters of Credit then
outstanding.  Unless prior to 9:00 a.m.
(Chicago, Illinois time) on the Cover Date, Borrower shall have delivered such
Cover, Borrower will be deemed to have given a Borrowing Request to the
Administrative Agent requesting that the Lenders make Revolving Credit Loans
which shall be Base Rate Loans on the Cover Date in an amount equal to the
Cover for all Letters of Credit then outstanding (or the full amount of the
unused Revolving Credit Loans then available, if such amount is less than the
aggregate Cover required).


(v)           If Borrower fails to reimburse the
Issuing Bank as provided in clause (iii) or (iv) above for any reason,
including, but not limited to, failure to satisfy the conditions in Article
3 or insufficient unused Revolving Credit Loan availability pursuant to Section
2.1(c), the Issuing Bank shall promptly notify the Administrative Agent and
the Administrative Agent shall notify each Lender of the unreimbursed amount of
such drawing and of such Lender’s respective



 18
 









participation therein based on such Lender’s Revolving
Credit Percentage.  Each Lender will pay
to the Administrative Agent for the account of the Issuing Bank on the date of
such notice an amount equal to such Lender’s Revolving Credit Percentage of
such unreimbursed drawing (or, if such notice is made after 12:00 noon
(Chicago, Illinois time) on such date, on the next succeeding Business
Day).  If any Lender fails to make available
to the Issuing Bank the amount of such Lender’s participation in such Letter of
Credit as provided in this clause (v), the Issuing Bank shall be entitled to
recover such amount on demand from such Lender together with interest at the
Federal Funds Effective Rate for one Business Day and thereafter at the Base
Rate.  Nothing in this clause (v) shall
be deemed to prejudice the right of any Lender to recover from the Issuing Bank
any amounts made available by such Lender to the Issuing Bank pursuant to this
clause (v) if it is determined by a court of competent jurisdiction that the
payment with respect to a Letter of Credit by the Issuing Bank was wrongful and
such wrongful payment was the result of gross negligence or willful misconduct
on the part of the Issuing Bank.  The
Issuing Bank shall pay to the Administrative Agent, and the Administrative
Agent to each Lender, such Lender’s Revolving Credit Percentage of all amounts
received from Borrower for payment, in whole or in part, of the Reimbursement
Obligations in respect of any Letter of Credit, but only to the extent such
Lender has made payment to the Issuing Bank in respect of such Letter of Credit
pursuant to this clause (v).


(vi)          The issuance by the Issuing Bank of
each Letter of Credit shall, in addition to the conditions precedent set forth
in Article 3, be subject to the conditions precedent that such Letter of
Credit shall be in the form and contain such terms as shall be reasonably
satisfactory to the Issuing Bank, and that Borrower shall have executed and
delivered such other instruments and agreements relating to the Letter of
Credit as the Issuing Bank shall have reasonably requested and that are not
inconsistent with the terms of this Agreement, including the Issuing Bank’s
Application therefor.  In the event of a
conflict between the terms of this Agreement and the terms of any Application,
the terms of this Agreement shall control.


(vii)         AS BETWEEN BORROWER AND
THE ISSUING BANK, BORROWER ASSUMES ALL RISKS OF THE ACTS AND OMISSIONS OF OR
MISUSE OF THE LETTERS OF CREDIT ISSUED BY THE ISSUING BANK BY THE RESPECTIVE
BENEFICIARIES OF SUCH LETTERS OF CREDIT. 
IN FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, THE ISSUING BANK
SHALL NOT BE RESPONSIBLE: (A) FOR THE FORM, VALIDITY, SUFFICIENCY, ACCURACY, GENUINENESS
OR LEGAL EFFECT OF ANY DOCUMENT SUBMITTED BY ANY PERSON IN CONNECTION WITH THE
APPLICATION FOR OR ISSUANCE OF SUCH LETTERS OF CREDIT, EVEN IF IT SHOULD IN
FACT PROVE TO BE IN ANY OR ALL RESPECTS INVALID, INSUFFICIENT, INACCURATE,
FRAUDULENT OR FORGED; (B) FOR THE VALIDITY OR SUFFICIENCY OF ANY INSTRUMENT
TRANSFERRING OR 



 19
 









ASSIGNING OR PURPORTING TO
TRANSFER OR ASSIGN ANY SUCH LETTER OF CREDIT OR THE RIGHTS OR BENEFITS
THEREUNDER OR PROCEEDS THEREOF, IN WHOLE OR IN PART, WHICH MAY PROVE TO BE INVALID
OR INEFFECTIVE FOR ANY REASON; (C) FOR ERRORS, OMISSIONS, INTERRUPTIONS OR
DELAYS IN TRANSMISSION OR DELIVERY OF ANY MESSAGES, BY MAIL, CABLE, TELEGRAPH,
TELEX OR OTHERWISE, WHETHER OR NOT THEY ARE IN CIPHER; (D) FOR ERRORS IN
INTERPRETATION OF TECHNICAL TERMS; (E) FOR ANY LOSS OR DELAY IN THE
TRANSMISSION OR OTHERWISE OF ANY DOCUMENT REQUIRED IN ORDER TO MAKE A DRAWING
UNDER ANY SUCH LETTER OF CREDIT OR OF THE PROCEEDS THEREOF; (F) FOR THE
MISAPPLICATION BY THE BENEFICIARY OF ANY SUCH LETTER OF CREDIT OF THE PROCEEDS
OF ANY DRAWING UNDER SUCH LETTER OF CREDIT; AND (G) FOR ANY CONSEQUENCES
ARISING FROM CAUSES BEYOND THE CONTROL OF THE ISSUING BANK, INCLUDING, WITHOUT
LIMITATION, THE ACTIONS OF ANY GOVERNMENTAL AUTHORITY.  NONE OF THE ABOVE SHALL AFFECT, IMPAIR, OR
PREVENT THE VESTING OF ANY OF THE ISSUING BANK’S RIGHTS OR POWERS
HEREUNDER.  NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN CLAUSE (G) ABOVE, BORROWER SHALL NOT ASSUME ANY RISK
AND SHALL HAVE NO OBLIGATION TO INDEMNIFY THE ISSUING BANK IN RESPECT OF, AND
THE ISSUING BANK WILL NOT BE EXCULPATED FROM (BUT SUBJECT TO SECTION 10.8),
ANY LIABILITY INCURRED BY THE ISSUING BANK ARISING PRIMARILY OUT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ISSUING BANK, AS DETERMINED BY A COURT
OF COMPETENT JURISDICTION.


(viii)        The Issuing Bank will send to Borrower
and the Administrative Agent immediately upon issuance of any Letter of Credit,
or an amendment thereto, a true and complete copy of such Letter of Credit, or
such amendment thereto.  Upon issuance of
any Letter of Credit or an amendment thereto, the Administrative Agent shall
promptly notify each Lender of the terms of such Letter of Credit or amendment
thereto, and of such Lender’s Revolving Credit Percentage of the amount of such
Letter of Credit or amendment thereto, and the Administrative Agent shall
provide to each Lender a copy of such Letter of Credit or such amendment
thereto.  Upon cancellation or
termination of any Letter of Credit, the Issuing Bank shall promptly notify the
Administrative Agent and Borrower, and the Administrative Agent will then
promptly notify each Lender, of such cancellation or termination.


The obligation of Borrower to reimburse the Issuing
Bank for Reimbursement Obligations with regard to the Letters of Credit issued
by it, and the obligations of the Lenders under clause (v), shall be
unconditional and irrevocable and shall be paid strictly in accordance



 20
 









with the terms of this
Agreement and under all circumstances including, without limitation, the
following circumstances:


(A)          any lack of validity or enforceability
of any Letter of Credit;


(B)          the existence of any claim, set-off,
defense or other right that any Credit Party may have at any time against a
beneficiary or any transferee of any Letter of Credit (or any Persons for whom
any such transferee may be acting), any Lender or any other Person, whether in
connection with this Agreement, the transactions contemplated herein or any
unrelated transaction (including any underlying transaction between any Credit
Party and the beneficiary for which the Letter of Credit was procured) other
than a defense based on the gross negligence (as opposed to ordinary
negligence) or willful misconduct of the Issuing Bank, as determined by a court
of competent jurisdiction;


(C)           any draft, demand, certificate or any
other document presented under any Letter of Credit is proved to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein is
untrue or inaccurate in any respect;


(D)          any adverse change in the condition
(financial or otherwise) of any of the Credit Parties;


(E)           any breach of this Agreement or any
other Financing 


Document by any Credit Party, the Administrative Agent
or any Lender 


(other than the Issuing Bank);


(F)           any other circumstance or happening
whatsoever which is similar to any of the foregoing; provided, that,
such other occurrence or happening is not the result of the gross negligence
(as opposed to ordinary negligence) or willful misconduct of the Issuing Bank,
as determined by a court of competent jurisdiction; or


(G)           the fact that a Default shall have
occurred and be continuing.


Section 2.4                     Disbursement
of Funds.


(a)                                   Availability.  No later than 11:00 a.m. (or, in the case of
Base Rate Loans, 12:00 noon) (Chicago, Illinois time) on the date of each
Borrowing, each Lender will make available to the Administrative Agent such
Lender’s Revolving Credit Percentage of the principal amount of the Borrowing
requested to be made on such date reduced by the principal amount of Revolving
Credit Loans (if any) of such Lender maturing on such date, in Dollars and in
immediately available funds at the Payment Office.  The Administrative Agent will make available
to Borrower at the Payment Office the aggregate of the amounts (if any) so made
available by the Lenders by depositing such



 21
 









amounts, in immediately available funds, to the
accounts of Borrower, maintained with the Administrative Agent, designated by
Borrower for such purpose (collectively, the “Disbursement Account”) (on the date hereof, such accounts
being account numbers 601 867 419 (styled “Accounts Payable Controlled
Disbursement Account”) and 323 366 619 (styled “Operating Account”)), not later
than 2:00 p.m. (Chicago, Illinois time) on the date of each Borrowing.  To the extent that any Lender Indebtedness is
due and owing on the date of a requested Borrowing of Revolving Credit Loans,
the Lenders shall apply the proceeds of the Revolving Credit Loans then being
made, to the extent thereof, to the repayment of such Lender Indebtedness, such
Revolving Credit Loans or Reimbursement Obligations and repayments intended to
be a contemporaneous exchange.


(b)           Funds
to the Administrative Agent. 
Unless the Administrative Agent shall have been notified by any Lender
prior to the date of a Borrowing that such Lender does not intend to make
available to the Administrative Agent such Lender’s Revolving Credit Percentage
of the Borrowing to be made on such date, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent on
such date, and the Administrative Agent may make available to or for the
account of Borrower a corresponding amount. 
If such corresponding amount is not in fact made available to the Administrative
Agent by such Lender on the date of a Borrowing, the Administrative Agent shall
be entitled to recover such corresponding amount on demand from such Lender
together with interest at the Federal Funds Effective Rate for a period of
three (3) Business Days after the date due and at the rate applicable to Base
Rate Loans pursuant to Section 2.6(a) thereafter.  If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent’s demand therefor,
the Administrative Agent shall promptly notify Borrower and Borrower shall
immediately pay such corresponding amount to the Administrative Agent together
with interest at the rate specified for the Borrowing which includes such
amount paid.  Nothing in this Section
2.4(b) shall be deemed to relieve any Lender from its obligation to fulfill
its Revolving Credit Commitments hereunder or to prejudice any rights which
Borrower may have against any Lender as a result of any default by such Lender
hereunder.


(c)           Lenders’
Responsibilities.  No
Lender shall be responsible for any default by any other Lender in its
obligation to make Revolving Credit Loans hereunder, and each Lender shall be
obligated to make only such Revolving Credit Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to fulfill its
Revolving Credit Commitment hereunder.


Section 2.5                     Evidence of Debt.  Any Lender may request that the Revolving
Credit Loans made by it be evidenced by a promissory note.  In such event, Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent.  Thereafter, the Revolving Credit Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.7) be represented by
one or more promissory notes in such form payable to the order of the payee
named therein (or, if such promissory note is a registered note, to such payee
and its registered assigns).



 22
 









Section 2.6                     Interest.  In all cases subject to Section 10.12:


(a)           Base
Rate Loans.  Subject to Section
2.6(c), Borrower agrees to pay interest in respect of the unpaid principal
amount of each Base Rate Loan from the date thereof until payment in full
thereof at a rate per annum which shall be, for any day, equal to the sum of
the relevant Applicable Margin plus the Base Rate in effect on such day,
but in no event to exceed the Highest Lawful Rate.  The term “Base Rate” shall mean, for any day, the highest of (i) the
Prime Rate in effect on such day, and (ii) one-half of one percent (1⁄2%) plus
the Federal Funds Effective Rate in effect for such day (rounded upwards, if
necessary, to the nearest 1/16th of 1%), but in no event to exceed the Highest
Lawful Rate.  For purposes of this
Agreement, any change in the Base Rate due to a change in the Federal Funds
Effective Rate or the Prime Rate shall be effective as of the opening of business
on the effective date of such change in the Federal Funds Effective Rate or the
Prime Rate, as the case may be.  If for
any reason the Administrative Agent shall have determined (which determination
shall be conclusive and binding, absent manifest error) that it is unable to
ascertain the Federal Funds Effective Rate for any reason, including, but not
limited to, the inability of the Administrative Agent to obtain sufficient bids
or publications in accordance with the terms hereof, the Base Rate shall be the
Prime Rate until the circumstances giving rise to such inability no longer
exist.


(b)           LIBOR
Loans.  Subject to Section
2.6(c), Borrower agrees to pay interest in respect of the unpaid principal
amount of each LIBOR Loan from the date thereof until payment in full thereof
at a rate per annum which shall be equal to the sum of the relevant Applicable
Margin plus the LIBOR Rate, but in no event to exceed the Highest Lawful
Rate.


(c)           Default
Interest.  During the
continuance of any Event of Default, interest shall accrue on the outstanding
Lender Indebtedness, to the maximum extent permitted by law, at a rate per
annum equal to (i) in the case of any LIBOR Loan, the rate that would be
applicable under Section 2.6(b) to such LIBOR Loan, plus 2% per
annum, and (ii) in the case of any other amount comprising a part of the Lender
Indebtedness, the rate that would be applicable under Section 2.6(a) to
a Base Rate Loan, plus 2% per annum, but in no event to exceed the
Highest Lawful Rate; provided, that, the Administrative Agent
shall give written notice of the accrual of default interest but the failure
of  the Administrative Agent to give such
notice shall not affect the validity or timing of the accrual of such default
interest.


(d)           Interest
Payment Dates.  Interest
on each Revolving Credit Loan shall accrue from and including the date of such
Revolving Credit Loan to but excluding the date of payment in full
thereof.  Interest on each LIBOR Loan
shall be payable on the last day of each Interest Period applicable thereto
and, in the case of an Interest Period in excess of three months, on each day
which occurs at three month intervals of the initial date of such Interest
Period, and on any prepayment (on the amount prepaid), at maturity (whether by
acceleration or otherwise) and, after maturity, on demand.  Interest on each Base Rate Loan shall be
payable on the first Business Day of each calendar month, commencing on the
first of such days to occur after such Base Rate Loan is made and at 



 23
 









maturity (whether by acceleration or otherwise).  Interest which accrues pursuant to Section
2.6(c) shall be payable on demand.


(e)           Notice
by the Administrative Agent. 
The Administrative Agent, upon determining the LIBOR Rate for any
Interest Period, shall promptly notify, by telecopy, telephone (in the case of
telephonic notices, confirmed by telecopy or otherwise in writing) or in
writing, Borrower and the Lenders of such LIBOR Rate.


Section 2.7                     Interest Periods.  In connection with each Borrowing of LIBOR
Loans, Borrower shall elect an Interest Period to be applicable to such
Borrowing, which Interest Period shall begin on and include, as the case may
be, the date selected by Borrower pursuant to Section 2.2(a), the
conversion date or the date of expiration of the then current Interest Period
applicable thereto, and end on but exclude the date which is either one, two,
three or six months thereafter, as selected by Borrower; provided, that:


(a)           Business
Days.  If any Interest
Period would otherwise expire on a day which is not a Business Day, such
Interest Period shall expire on the next succeeding Business Day; provided,
further, that, if any Interest Period (other than in respect of a
Borrowing of LIBOR Loans the Interest Period of which is expiring pursuant to Section
2.15(b) hereof) would otherwise expire on a day which is not a Business Day
but is a day of the month after which no further Business Day occurs in such
month, such Interest Period shall expire on the next preceding Business Day;


(b)           Month
End.  Any Interest Period
which begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the
end of such Interest Period) shall, subject to Section 2.7(c) below, end
on the last Business Day of a calendar month; and


(c)           Maturity
Dates.  No Interest Period
shall extend beyond the Revolving Credit Maturity Date.


Section 2.8                     Records.


(a)           Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing
indebtedness of Borrower to such Lender resulting from each Revolving Credit
Loan of such Lender from time to time, including, without limitation, the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.


(b)           The Administrative Agent shall
maintain the Register pursuant to Section 10.7(c), and a subaccount
therein for each Lender, in which shall be recorded (i) the amount of each
Revolving Credit Loan made hereunder, the Type thereof and each Interest
Period, if any, applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from Borrower to each
Lender hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from Borrower and each Lender’s Revolving Credit
Percentage thereof.


 



 24















(c)           The entries made in the Register and
the accounts of each Lender maintained pursuant to Section 2.8(b) shall,
to the extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of Borrower therein recorded; provided,
however, that the failure of any Lender or the Administrative Agent to
maintain the Register or any such account, or any error therein, shall not in
any manner affect the obligation of Borrower to repay (with applicable
interest) the Revolving Credit Loans made to Borrower by such Lender in
accordance with the terms of this Agreement.


Section 2.9                     Voluntary Termination or Reduction of Revolving
Credit Commitments. 
Borrower may, upon at least five Business Days’ written notice to the
Administrative Agent, terminate entirely at any time, or partially reduce from
time to time by an aggregate amount of $1,000,000 or any larger multiple of
$100,000, the unused portions of the Revolving Credit Commitments; provided,
that any such reduction shall apply proportionately to the Revolving
Credit Commitment of each Lender. 
Borrower shall not be permitted to reduce the Revolving Credit
Commitments to an aggregate amount less than $10,000,000 unless Borrower
terminates the Revolving Credit Commitments in their entirety.


Section 2.10                   Repayment
at Maturity; Prepayments.


(a)           Repayment
and Maturity.  Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender, the then unpaid principal amount of each Revolving
Credit Loan of such Lender on the Revolving Credit Maturity Date (or such
earlier date on which the Revolving Credit Loans become due and payable
pursuant to Article 8).


(b)           Mandatory Prepayments.


(i)            If at any time the Aggregate
Revolving Credit Exposure is in excess of the Maximum Available Amount,
Borrower shall immediately pay to the Administrative Agent, for the account of
the Lenders, the amount of such excess to be applied (A) as a prepayment of the
Revolving Credit Loans and Reimbursement Obligations outstanding and (B) after
payment in full of the Revolving Credit Loans 
and Reimbursement Obligations outstanding, as Cover for the Letter of
Credit Liabilities in an amount of such remaining excess.  Any prepayment or Cover required as a result
of any reduction or termination of the Revolving Credit Commitments pursuant to
Section 2.9 shall be payable or provided in full on the date on which
the reduction or termination of the Revolving Credit Commitments pursuant to Section
2.9 becomes effective.


(c)           Voluntary
Prepayments.  Borrower
may, at its option, at any time and from time to time, prepay the Revolving
Credit Loans and the Reimbursement Obligations, in whole or in part, upon
giving, in the case of any LIBOR Loan, three Business Days’ prior written
notice to the Administrative Agent, and, in the case of any Base Rate Loan,
prior written notice on the same Business Day to the Administrative Agent.  Such notice shall specify (i) in the case of
any prepayment of Revolving Credit Loans, the date and amount of prepayment and
whether the prepayment is of LIBOR Loans, Base Rate Loans or a combination
thereof, and, in each case if a combination 



 25
 









thereof, the principal amount allocable to each; and
(ii) in the case of any prepayment of Reimbursement Obligations, the date and
amount of prepayment, the identity of the applicable Letter of Credit or
Letters of Credit and the amount allocable to each of such Reimbursement
Obligations.  Upon receipt of such
notice, the Administrative Agent shall promptly notify each Lender of the
contents thereof and of such Lender’s Revolving Credit Percentage of such
prepayment.  If any such notice is given,
the amount specified in such notice shall be due and payable on the date
specified therein, together with (if a LIBOR Loan is prepaid other than at the
end of the Interest Period applicable thereto) any amounts payable pursuant to Section
2.18.  Prepayments of the Revolving
Credit Loans and the Reimbursement Obligations pursuant to this Section
2.10(c) shall be applied, first, to payment of the Revolving Credit
Loans then outstanding, second, to payment of any Reimbursement
Obligations then outstanding, and third, to Cover any outstanding Letter
of Credit Liability. Each prepayment of Base Rate Loans shall be in the minimum
principal amount of $100,000 and in integral multiples of $10,000 and each
prepayment of LIBOR Loans shall be in the minimum principal amount of $500,000
and in integral multiples of $100,000 or, in the case of either Base Rate Loans
or LIBOR Loans, the aggregate principal balance outstanding on the Revolving
Credit Loans and the Reimbursement Obligations, as applicable.  No prepayment of a LIBOR Loan shall be made
which would result in the remaining outstanding balance of such LIBOR Loan
being an amount less than $500,000, and any payment of LIBOR Loans made on any
day other than the last day of the applicable Interest Period shall be subject
to the payment of the amounts specified in Section 2.18.


(d)           Notice
by Administrative Agent. 
Upon receipt of a notice of prepayment pursuant to this Section 2.10,
the Administrative Agent shall promptly notify each Lender of the contents
thereof and of such Lender’s ratable share of such prepayment.


Section 2.11                   Continuation
and Conversion Options.


(a)           Continuation.  Borrower may elect to continue all or any
part of any Borrowing of LIBOR Loans beyond the expiration of the then current
Interest Period relating thereto by giving Advance Notice (which shall be
irrevocable) to the Administrative Agent of such election, specifying the LIBOR
Loans or portion thereof to be continued and the Interest Period therefor.  In the absence of such a timely and proper
election with regard to LIBOR Loans, Borrower shall be deemed to have elected
to convert such LIBOR Loans to Base Rate Loans pursuant to Section 2.11(d).


(b)           Amount
of Continuations.  All or
part of any LIBOR Loans may be continued as provided herein, provided, that,
any continuation of such LIBOR Loans shall not be (as to each Borrowing of such
LIBOR Loans as continued for an applicable Interest Period) less than $500,000
and shall be in an integral multiple of $100,000.


(c)           Continuation
or Conversion Upon Default. 
If no Default shall have occurred and be continuing, each LIBOR Loan may
be continued or converted as provided in this Section 2.11.  If a Default shall have occurred and be
continuing, Borrower shall not have the option to elect to continue any such
LIBOR Loan pursuant to



 26
 









Section 2.11(a)
or to convert Base Rate Loans to LIBOR Loans pursuant to Section 2.11(e).


(d)           Conversion
to Base Rate.  Borrower
may elect to convert any LIBOR Loan on the last day of the then current
Interest Period relating thereto to a Base Rate Loan by giving Advance Notice
to the Administrative Agent of such election.


(e)           Conversion
to LIBOR Rate.  Borrower
may elect to convert any Base Rate Loan at any time or from time to time to a
LIBOR Loan by giving Advance Notice (which shall be irrevocable) to the
Administrative Agent of such election, specifying each Interest Period
therefor.


(f)            Amounts
of Conversions.  All or
any part of the outstanding Revolving Credit Loans may be converted as provided
herein, provided  that any conversion of such Revolving Credit
Loans shall not result in a Borrowing of LIBOR Loans in an amount less than
$500,000 and in integral multiples of $100,000.


Section 2.12                   Fees.


(a)           Revolving
Credit Commitments. 
Borrower shall pay to the Administrative Agent, for the account of and
distribution to each Lender in accordance with its Revolving Credit Percentage,
a commitment fee for the period commencing on the Closing Date, to and
including the Revolving Credit Maturity Date (or such earlier date as the
Revolving Credit Commitments shall have been terminated entirely), computed at
a rate per annum equal to 0.15% on the amount by which the Revolving Credit
Commitments exceeds the daily Aggregate Revolving Credit Exposure.  The commitment fees payable pursuant to this Section
2.12(a) shall be payable quarterly in arrears on the first Business Day of
each calendar quarter, commencing on December 1, 2006.


(b)           Letters of Credit.


(i)            As consideration for acting as the
Issuing Bank with respect to any Letter of Credit issued at any time that
JPMorgan Chase is not the sole Lender under this Agreement, Borrower will pay
to the Issuing Bank, at the time of issuance, renewal or material amendment of
any Letter of Credit, a non-refundable fee equal to 0.25% of the face amount of
such Letter of Credit.  Borrower shall
also pay to the Issuing Bank, with respect to any issuance, amendment,
transfer, or cancellation prior to expiration of any Letter of Credit and for
each drawing made thereunder, documentary and processing charges in accordance
with the Issuing Bank’s standard schedule for such charges in effect at the
time of, and payable at the time of, such issuance, amendment, transfer,
cancellation or drawing, as the case may be. 
All fees payable pursuant to this clause shall be retained by the
Issuing Bank for its own account.


(ii)           Borrower will pay to the
Administrative Agent, for the account of and pro-rata distribution to each
Lender, a fee on the daily average amount available for drawings under each
Letter of Credit, in each case for the period



 27
 









from and including the date of issuance of such Letter
of Credit to and excluding the date of expiration or termination thereof,
computed at a per annum rate for each day equal to the Applicable Margin for
Revolving Credit Loans that are LIBOR Loans in effect on such day.  Such fees shall be payable monthly in arrears
on the first Business Day of each calendar month.


Section 2.13                   Payments, Credit Availability, etc.


(a)           Without
Setoff, etc.  Except as
otherwise specifically provided herein, all payments under this Agreement shall
be made to the Administrative Agent for the account of the Lenders without defense,
set-off or counterclaim to the Administrative Agent not later than 11:00 a.m.
(Chicago, Illinois time) on the date when due and shall be made in Dollars in
immediately available funds at the Payment Office.  The Administrative Agent will promptly thereafter
distribute funds in the form received relating to the payment of principal or
interest or commitment fees ratably to the Lenders for the account of their
respective Lending Offices, and funds in the form received relating to the
payment of any other amount payable to any Lender to such Lender for the
account of its applicable Lending Office.


(b)           Non-Business
Days.  Whenever any
payment to be made hereunder shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day (except as otherwise provided in Section 2.7 hereof) and,
with respect to payments of principal, interest thereon shall be payable at the
applicable rate during such extension.


(c)           Computations.  All computations of interest shall be made on
the basis of a year of 360 days (unless such calculation would result in a
usurious rate, in which case interest shall be calculated on the basis of a
year of 365 or 366 days, as the case may be) for the actual number of days
(including the first day but excluding the last day) occurring in the period
for which such interest or fees are payable. 
Each determination by the Administrative Agent of an interest rate or
fee hereunder shall, except for manifest error, be final, conclusive and
binding for all purposes, provided, that, such determination
shall be made in good faith in a manner generally consistent with the
Administrative Agent’s standard practice. 
If the Administrative Agent and Borrower determine that manifest error
exists, said parties shall correct such error by way of an adjustment to the
next payment due hereunder.


Section 2.14                   Interest Rate Not Ascertainable, etc.  In the event that the Administrative Agent
shall have determined (which determination shall be reasonably exercised and
shall, absent manifest error, be final, conclusive and binding upon all
parties) that on any date for determining the LIBOR Rate for any Interest
Period, by reason of any changes arising after the date of this Agreement
affecting the London interbank market, or any Lender’s position in such market,
adequate and fair means do not exist for ascertaining the applicable interest
rate on the basis provided for in the definition of LIBOR Rate, then, and in
any such event, the Administrative Agent shall forthwith give notice (by
telephone confirmed in writing) to Borrower and to the Lenders of such
determination.  Until the Administrative
Agent notifies Borrower that the circumstances giving rise to the suspension
described herein no longer exist,



 28
 









(a) the obligations of the Lenders to make LIBOR Loans shall be
immediately suspended, (b) any Borrowing of LIBOR Loans that is requested (by
continuation, conversion or otherwise) shall instead be made as a Borrowing of
Base Rate Loans, and (c) any outstanding LIBOR Loan shall be converted, on the
last day of the then current Interest Period applicable thereto, to a Base Rate
Loan.


Section 2.15                   Illegality.


(a)           Determinations
of Illegality.  In the
event that any Lender shall have determined (which determination shall be
reasonably exercised and shall, absent manifest error, be final, conclusive and
binding upon all parties) at any time that the making or continuance of any
LIBOR Loan has become unlawful as a result of compliance by such Lender in good
faith with any applicable law, governmental rule, regulation, guideline or
order (whether or not having the force of law and whether or not failure to
comply therewith would be unlawful), then, in any such event, such Lender shall
give prompt notice (by telephone confirmed in writing) to Borrower and to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to the other Lenders).


(b)           LIBOR
Loans Suspended.  Upon the
giving of the notice to Borrower referred to in Section 2.15(a) above,
(i) Borrower’s right to request (by continuation, conversion or otherwise), and
such Lender’s obligation to make, LIBOR Loans shall be immediately suspended,
and, thereafter, any requested Borrowing of LIBOR Loans shall, as to such
Lender only, be deemed to be a request for a Base Rate Loan, and (ii) if the
affected LIBOR Loan or LIBOR Loans are then outstanding, Borrower shall
immediately, or if permitted by applicable law, no later than the date
permitted thereby, upon at least one Business Day’s written notice to the
Administrative Agent and the affected Lender, convert each such LIBOR Loan into
a Base Rate Loan, provided  that if more than one Lender is
affected at any time, then all affected Lenders must be treated the same
pursuant to this Section 2.15(b).


Section 2.16                   Increased
Costs.


(a)           LIBOR
Regulations, etc.  If, by
reason of (x) the introduction of or any change after the date hereof
(including, but not limited to, any change by way of imposition or increase of
reserve requirements) in or in the interpretation of any law or regulation, or
(y) the compliance with any guideline or request issued after the date hereof
by any central bank or other governmental authority or quasi-governmental
authority exercising control over banks or financial institutions generally
(whether or not having the force of law):


(i)            any Lender (or its applicable
Lending Office) shall be subject to any Tax, duty or other charge with respect
to its LIBOR Loans or its obligation to make LIBOR Loans, or shall change the
basis of taxation of payments to any Lender of the principal of or interest on
its LIBOR Loans or its obligation to make LIBOR Loans (except for changes in
the rate of Tax on the overall net income or gross receipts of such Lender or
its applicable Lending Office imposed by the



 29
 









jurisdiction in which such Lender’s principal
executive office or applicable Lending Office is located); or


(ii)           any reserve (including, but not
limited to, any imposed by the Board of Governors of the Federal Reserve
System, but excluding any such reserve requirement that is reflected in the
LIBOR Rate), special deposit or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender or its applicable
Lending Office shall be imposed or deemed applicable or any other condition
affecting its LIBOR Loans or its obligations to make LIBOR Loans shall be
imposed on any Lender or its applicable Lending Office or the London interbank
market or the secondary certificate of deposit market;


and as a result thereof there shall be any increase in
the cost to such Lender of agreeing to make or making, funding or maintaining
LIBOR Loans (except to the extent already included in the determination of the
applicable LIBOR Rate or taken into account under Section 2.20) or there
shall be a reduction in the amount received or receivable by such Lender or its
applicable Lending Office (except to the extent taken into account under Section
2.20), then Borrower shall from time to time, upon written notice from and
demand by such Lender (with a copy of such notice and demand to the
Administrative Agent), pay to such Lender on demand additional amounts
determined by such Lender in a reasonable manner to be sufficient to indemnify
such Lender against such increased cost; provided, that, Borrower
shall not be required to compensate a Lender pursuant to this Section
2.16(a) for any amounts incurred more than six months prior to the date
that such Lender notifies Borrower of such Lender’s intention to claim
compensation therefor; and provided, further  that, (A) if
the circumstances giving rise to such claim have a retroactive effect, then
such six-month period shall be extended to include the period of such
retroactive effect, and (B) the limitation set forth in this proviso shall not
apply to amounts already included in the determination of the applicable LIBOR
Rate.  A certificate as to the amount of
such increased cost and the calculation thereof, submitted to Borrower and the
Administrative Agent by such Lender, shall, except for manifest error, be
final, conclusive and binding for all purposes.


(b)           Costs.  If any Lender shall advise the Administrative
Agent that at any time, because of the circumstances described in clauses (x)
or (y) in Section 2.16(a) or any other circumstances affecting such
Lender or the London interbank market or such Lender’s position in such market,
the LIBOR Rate, as determined in good faith by the Administrative Agent, will
not adequately and fairly reflect the cost to such Lender of funding its LIBOR
Loans, then, and in any such event:


(i)            the Administrative Agent shall
forthwith give notice (by telephone confirmed in writing) to Borrower and to
the other Lenders of such advice; and


(ii)           Borrower’s right to request a
Borrowing of LIBOR Loans from such Lender and such Lender’s obligation to make
LIBOR Loans shall be immediately suspended, any such Borrowing of LIBOR Loans
that is requested (by continuation, conversion or otherwise) shall, as to such
Lender only, be deemed to be a request for a Base Rate Loan, and any such
outstanding LIBOR





 30
 









Loan from such Lender shall be converted, on the last
day of the then current Interest Period applicable thereto, to a Base Rate
Loan.


(c)           Capital
Adequacy.  If, by reason
of (i) the introduction of or any change after the date hereof (including, but
not limited to, any change by way of imposition or increase of reserve
requirements) in or in the interpretation of any law or regulation, or (ii) the
compliance with any guideline or request issued after the date hereof by any
central bank or other governmental authority or quasi-governmental authority
exercising control over banks or financial institutions generally (whether or
not having the force of law), affects or would affect the amount of capital
required to be maintained by any Lender or any corporation controlling such
Lender, and the amount of such capital is increased by or based upon the
existence of such Lender’s Revolving Credit Loans or such Lender’s commitment
to lend hereunder and other commitments of this type or of the Letters of
Credit (or similar contingent obligations), then, upon written request therefor
by such Lender (with a copy of such request to the Administrative Agent),
Borrower shall pay to such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender for the
increased cost of such additional capital in light of such circumstances, to
the extent that such Lender reasonably determines such increase in capital to
be allocable to the existence of such Lender’s Revolving Credit Loans or such
Lender’s commitment to lend hereunder or to the issuance or maintenance of the
Letters of Credit and such Lender is generally charging such costs to other
similarly situated borrowers under similar credit facilities; provided, that,
Borrower shall not be required to compensate a Lender pursuant to this Section
2.16(c) for any amounts incurred more than six months prior to the date
that such Lender notifies Borrower of such Lender’s intention to claim
compensation therefor; and provided, further  that, if the
circumstances giving rise to such claim have a retroactive effect, then such
six-month period shall be extended to include the period of such retroactive
effect.  A certificate as to such amounts
and the calculation thereof, submitted to Borrower and the Administrative Agent
by such Lender, shall be conclusive and binding for all purposes, absent
manifest error.


(d)           Issuing
Bank.  The rights and
benefits of the Lenders under this Section 2.16 shall also apply to the
Issuing Bank in its capacity as such.


Section 2.17                   Change of Lending Office.  Each Lender agrees that it will use
reasonable efforts to designate an alternate Lending Office with respect to any
of its LIBOR Loans affected by the matters or circumstances described in Section
2.14, Section 2.15 or Section 2.16 to reduce the liability of
Borrower or avoid the results provided thereunder, so long as such designation
is not disadvantageous to such Lender as determined by such Lender in its sole
discretion; provided, that, the mere existence of fees, charges,
costs or expenses that such Borrower has offered and agreed to pay on behalf of
such Lender shall not be deemed to be materially disadvantageous to the Lender;
and provided, further, that, such Lender shall have no
obligation to so designate an alternate Lending Office located in the United
States.


Section 2.18                   Funding Losses.  Borrower shall compensate each Lender, upon
its written request (which request shall set forth the basis for requesting
such amounts and shall, absent manifest error, be final, conclusive and binding
upon all of the parties hereto), for all



 31
 









losses, expenses and liabilities (including, but not limited to, any
interest paid by such Lender to lenders of funds borrowed by it to make or
carry its LIBOR Loans to the extent not recovered by such Lender in connection
with the re-employment of such funds), which such Lender may sustain:  (a) if for any reason (other than a default
by such Lender) a Borrowing of LIBOR Loans does not occur on the date specified
therefor in a Borrowing Request (whether or not withdrawn), including, but not
limited to, a failure by the Credit Parties to fulfill on the date of any
Borrowing of LIBOR Loans the conditions set forth in Article 3, or to
convert or continue any LIBOR Loan hereunder after irrevocable notice of such
conversion or continuation has been given pursuant to Section 2.11; (b)
if any payment, prepayment or conversion of any of its LIBOR Loans required or
permitted by any other provision of this Agreement or otherwise, or any
assignment of a LIBOR Loan pursuant to Section 2.22, in each case is
made or deemed made on a date which is not the last day of the Interest Period
applicable thereto; or (c) if, for any reason, Borrower defaults in its
obligation to repay its LIBOR Loans or interest accrued thereon as and when due
and payable (at the due date thereof, whether at scheduled maturity, by
acceleration, irrevocable notice of prepayment or otherwise).


Section 2.19                   Sharing of Payments, etc.  If any Lender shall obtain any payment or
reduction (including, but not limited to, any amounts received as adequate
protection of a deposit treated as cash collateral under the Bankruptcy Code)
of any obligation of any Obligated Party hereunder or under any of the other
Financing Documents (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise) in excess of its ratable share of payments
or reductions on account of such obligations obtained by all the Lenders, such
Lender shall forthwith (i) notify each of the other Lenders and the
Administrative Agent of such receipt, and (ii) purchase from the other Lenders
such participations in the affected obligations as shall be necessary to cause
such purchasing Lender to share the excess payment or reduction, net of costs
incurred in connection therewith, ratably with each of them, provided, that,
if all or any portion of such excess payment or reduction is thereafter
recovered from such purchasing Lender or additional costs are incurred, the
purchase shall be rescinded and the purchase price restored to the extent of
such recovery or such additional costs, but without interest.  Each Obligated Party, by entering into a
Financing Document, further agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.19 may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Credit Parties in the amount of
such participation.


Section 2.20                   Taxes.


(a)           Payments
Free and Clear.  Any and
all payments by or on account of any obligation of a Credit Party hereunder or
any other Financing Document shall be made free and clear of, and without
deduction for, any Indemnified Taxes or Other Taxes; provided, that,
if any Credit Party shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.20) each
Payee receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Credit Parties shall make such deductions, and
(iii) the Credit Parties shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.



 32
 









(b)           Other
Taxes.  In addition, the
Credit Parties shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.


(c)           Indemnification.  Borrower shall indemnify each Payee, upon
written demand therefor, on an after-tax basis for the full amount of any
Indemnified Taxes or Other Taxes paid by such Payee on or with respect to any
payment by or on account of any obligation of the Credit Parties hereunder and
under the other Financing Documents and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority, such that, after making all such
payments, such Payee receives and retains such amounts (hereinafter, the “Make-Whole Amount”) as it would have
received and retained had no such Indemnified Taxes, Other Taxes or liabilities
arising therefrom, been imposed on, and actually paid by, such Payee.  A certificate as to the amount of such
payment or liability delivered to Borrower by any Payee shall be accompanied by
evidence of actual payments made by such Payee on account of any liabilities
arising from Indemnified Taxes or Other Taxes, and it shall be conclusive
absent manifest error; provided, that, Borrower shall not be
obligated to make payment to any Payee pursuant to this Section 2.20(c)
in respect of penalties, interest or other additions attributable to any
Indemnified Taxes or Other Taxes if (i) written demand therefore has not been
made by such Payee within thirty (30) days from the date on which such Payee
knew of the imposition of Indemnified Taxes or Other Taxes by the relevant
Governmental Authority (but only to the extent that such penalties, interest or
other additions arise from such Payee having made its demand more than thirty
(30) days after the date on which such Payee knew of the imposition of
Indemnified Taxes or Other Taxes by the relevant Governmental Authority), or
(ii) such penalties, interest or other additions have accrued more than ten (10)
days after Borrower has indemnified or paid the full amount of the Indemnified
Taxes or Other Taxes to which such penalties, interest or other additions
relate.  After a Payee learns of the
imposition of Indemnified Taxes or Other Taxes, such Payee will act in good
faith to promptly notify Borrower of its obligations hereunder.


(d)           Receipts.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by any Credit Party to a Governmental
Authority, Borrower shall cause such Credit Party to deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment, or other evidence of such payment reasonably
satisfactory to the Administrative Agent.


(e)           Survival.  Without prejudice to the survival of any
other agreement contained herein, the agreements and obligations contained in
this Section 2.20 shall survive the payment in full of principal and
interest hereunder.


(f)            Lender
Representations and Agreements. 
Any Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which Borrower is located,
or any treaty to which such jurisdiction is a party, with respect to payments
under this Agreement shall deliver to Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such



 33
 









properly completed and executed documentation
prescribed by applicable law or reasonably requested by Borrower as will permit
such payments to be made without withholding or at a reduced rate.


(g)           Change
of Lending Office.  If the
Borrower is required to pay additional amounts to or for the account of any
Lender pursuant to this Section 2.20 as a result of a change of law
occurring after the date hereof, then such Lender, at the request of the
Borrower, will change the jurisdiction of its Lending Office if such change (i)
will eliminate or reduce any such additional payment which may thereafter
accrue and (ii) is not otherwise materially disadvantageous to such Lender, provided,
that, the mere existence of fees, charges, costs or expenses that such
Borrower has offered and agreed to pay on behalf of such Lender shall not be
deemed to be materially disadvantageous to the Lender.


(h)           Refunds.


(i)            If Payee shall become aware that it
is entitled to receive a refund or credit from a 


Governmental Authority in respect of Indemnified
Taxes, Other Taxes or any additional amounts for which such Payee has been
indemnified by Borrower pursuant to this Section, or with respect to which any
Credit Party has paid additional amounts pursuant to this Section, it shall
promptly notify Borrower of the availability of such refund or credit; provided,
that, no Payee shall be under any duty to inquire into or investigate
the availability of any such refund or credit. 
Borrower may request that such Payee seek a refund of, or credit in
respect of, such amounts, provided  that Payee shall not be
obligated to seek any such refund or credit until Borrower shall have (A)
advanced to Payee such amounts as Payee shall reasonably determine to be
sufficient to cover its costs and expenses in seeking such refund or claiming
the benefit of such credit, and (B) undertaken, in such form as Payee shall
reasonably determine to be appropriate to protect its interests, to fund any
costs and expenses of Payee in excess of those covered by the advance described
in clause (A).  Within 30 days after
receipt of a request by the Borrower and satisfaction of the foregoing
conditions precedent, Payee shall make a claim to the appropriate Governmental
Authority for such refund or credit.


(ii)           If as a result of the claim for
refund or credit described in clause (i) above or otherwise, Payee receives a
refund or secures the application of a credit in respect of any Indemnified
Taxes, Other Taxes or any other amounts as to which it has been indemnified by
Borrower pursuant to this Section, or with respect to which any Credit Party
has paid additional amounts pursuant to this Section, such Payee shall promptly
notify Borrower of such refund or credit and shall, within thirty (30) days
from the date of receipt of such refund or the application of such credit, pay
over to Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by Borrower or any Credit Party under this Section
with respect to the Indemnified Taxes, Other Taxes or any other amounts giving
rise to such refund or credit) the excess, if any, of (A) the amount of such
refund or credit (including any interest paid by the 



 34
 









Governmental Authority with respect to such refund or
credit), over (B) the sum of (1) all out-of-pocket expenses of such
Payee in excess of any advances theretofore made by Borrower, plus (2)
any Taxes levied on or attributable to the receipt by Payee of such refund or
credit, such that, after making any payment to Borrower required by this Section
2.20(h), Payee shall have received and retained an amount equal to the
Make-Whole Amount;  provided, that,
Borrower, upon the request of such Payee agrees to repay any amount paid over
to Borrower (plus penalties, interest or other charges due to the
Governmental Authority in connection therewith) to such Payee in the event such
Payee is required to repay such refund to such Governmental Authority or is
disallowed the benefit of the claimed credit.


Section 2.21                   Pro-rata
Treatment; Order of Application During Default; Order of Application of
Payments.


(a)           Subject to Section 2.4(b),
each Borrowing of Revolving Credit Loans shall be made, and any reduction of
the Revolving Credit Commitments of the Lenders shall be allocated by the
Administrative Agent, pro-rata according to the relevant Revolving Credit
Percentages of the Lenders.  Subject to Section
2.4(b), each payment (including each prepayment) on account of principal of
and interest on any Revolving Credit Loans shall be allocated by the
Administrative Agent pro-rata according to the respective outstanding principal
amounts of such Revolving Credit Loans then held by the Lenders.


(b)           During the existence of any Event of
Default, any payments in respect of the Lender Indebtedness or in respect of
any of the proceeds of Collateral shall be applied to the Lender Indebtedness
(i) first, to the payment in full of all costs, expenses and other charges (but
not fees) of Administrative Agent incurred in connection with the collection
and enforcement of the Lender Indebtedness and for the protection, preservation
or sale, disposition or other realization upon the Collateral or the Lenders’
interests under the Loan Documents, including all expenses, liabilities and
advances incurred or made by or on behalf of Administrative Agent, including
attorneys’ fees and legal expenses, and (ii) then to payment in full of the
remaining Lender Indebtedness (including to establish L/C Cover for all
outstanding Letters of Credit), in such order as Administrative Agent shall
determine in its sole discretion; provided, that, any Lender
Indebtedness consisting of amounts owed by any Obligated Party in respect of
any Hedging Agreements or Cash Management Agreements, shall only be paid after
payment in full of all other Lender Indebtedness to be paid pursuant to clause
(ii) above (subordinated amounts owing under any Cash Management Agreements shall
not include amounts owing in respect of any checks or other items deposited in
the relevant cash management accounts which are returned unpaid for any
reason).  For purposes of this Section
2.21(b), “payment in full” with respect to fees, expenses, costs and interest
shall include any fees, costs and expenses incurred during any bankruptcy or
insolvency proceeding, and any interest which accrued or would have accrued
after the commencement of any bankruptcy or insolvency proceeding, irrespective
of whether a claim for such fees, expenses, costs and interest is allowable in
such bankruptcy or insolvency proceeding.



 35
 









Section 2.22                   Replacement of Lenders.  If any Lender (a) does not make a LIBOR Loan
pursuant to Section 2.15, (b) is subject to increased costs pursuant to Section
2.16, (c) fails to designate an alternate Lending Office pursuant to Section
2.17 or Section 2.20, or (d) is owed or reasonably anticipates being
owed additional amounts pursuant to Section 2.20, Borrower shall have
the right, if no Default then exists, to replace such Lender with another bank
or financial institution with the consent of the Administrative Agent, which
consent shall not be unreasonably withheld; provided, that, (i)
the obligations of the Credit Parties owing to the Lender being replaced
(including such increased costs) that are not being assigned to the replacement
lender shall be paid in full to the Lender being replaced concurrently with
such replacement lender, (ii) the replacement lender shall execute an
Assignment and Acceptance pursuant to which it shall become a party hereto as
provided in Section 10.7, and (iii) upon compliance with the provisions
for assignment provided in Section 10.7 and the payment of amounts
referred to in clause (i), the replacement lender shall constitute a “Lender”
hereunder and the Lender being so replaced shall no longer constitute a “Lender”
hereunder.


ARTICLE 3

CONDITIONS TO BORROWINGS


Section 3.1                     Closing.  The obligation of each Lender to make its
initial Revolving Credit Loan and the Issuing Bank to issue its initial Letter
of Credit hereunder, is subject to (x) receipt by the Administrative Agent of
the following items which are to be delivered, in form and substance
satisfactory to the Administrative Agent and (y) the satisfaction of the
following conditions:


(a)           Resolutions and Incumbency
Certificates.


(i)            certified copies of the resolutions
of the Board of Directors (or comparable authority) of each Obligated Party
dated as of the Closing Date and 
approving, as appropriate, the Revolving Credit Loans, this Agreement,
the other Financing Documents, and all other documents, if any, in each case
being executed and delivered as of the Closing Date, in connection with this
Agreement to which such Obligated Party is a party and evidencing corporate (or
other organizational) authorization with respect to such documents; and


(ii)           a certificate of the Secretary or an
Assistant Secretary of each Obligated Party dated as of the Closing Date and
certifying (A) the name, title and true signature of each officer of such
Person authorized to execute this Agreement, Applications and the other
Financing Documents to which such Obligated Party is a party, (B) the name,
title and true signature of each officer of such Person authorized to provide
the certifications required pursuant to this Agreement including, but not
limited to, certifications required pursuant to Section 6.10, and
Borrowing Requests, and (C) that attached thereto is a true and complete copy
of (1) the certificate or articles of incorporation, certificate or articles of
organization, certificate of limited partnership, or comparable charter
documents, certified by the appropriate Governmental Authority of the
jurisdiction of incorporation or organization of such Obligated Party, (2) the bylaws,
regulations, partnership agreement, or comparable charter documents of



 36
 









such Obligated Party, each as amended to date, (3)
recent good standing certificates and certificates of existence for such
Obligated Party, and (4) certificates of foreign qualification for such
Obligated Party in such jurisdictions as the Administrative Agent shall
require.


(b)           Opinions of Counsel.


(i)            opinion of Davis, Polk &
Wardwell, counsel to each Obligated Party, dated as of the Closing Date and
substantially in the form delivered to the Administrative Agent and the Lenders
in connection with the closing of the Existing Credit Agreement, addressed to
the Administrative Agent, the Issuing Bank and the Lenders and covering such
matters as the Administrative Agent, the Issuing Bank or the Lenders may
reasonably request.


(ii)           opinion of Morris, Nichols, Arsht
& Tunnell, counsel to each Credit Party, dated as of the Closing Date and
substantially in the form delivered to the Administrative Agent and the Lenders
in connection with the closing of the Existing Credit Agreement, addressed to
the Administrative Agent, the Issuing Bank and the Lenders and covering such
matters as the Administrative Agent, the Issuing Bank or the Lenders may
reasonably request, including, but not limited to, perfection of the security
interests granted herein pursuant to Delaware law.


(c)           Guaranty and Security
Agreement.  Borrower and
each Guarantor shall have entered into the Guaranty and Security Agreement in
the form of Exhibit D to this Agreement.


(d)           Security Documentation.  Such other documents, instruments and
agreements and other actions as the Administrative Agent shall require in its
sole discretion to fully create, evidence, register and perfect the
Administrative Agent’s Liens in the Collateral securing the Lender
Indebtedness.


(e)           Insurance.  Copies of all insurance binders, together
with a certificate of insurance coverage, dated as of the Closing Date,
evidencing that the Credit Parties are carrying insurance in accordance with Section
6.5 hereof.


(f)            Certificate
of Responsible Officer. 
Certificate of a Responsible Officer of Borrower acceptable to the
Lenders dated as of the Closing Date certifying that (i) each Credit Party is
Solvent, (ii) no Default or Event of Default exists, (iii) each representation
and warranty contained herein and in the other Financing Documents is true and
correct, and (iv) each condition precedent contained in this Section 3.1
and Section 3.2 has been satisfied (subject only to the funding and
application of the initial Borrowing to be made hereunder).


(g)           Fees
and Expenses.  Payment
and/or reimbursement of the Administrative Agent’s counsel’s fees and expenses
rendered through the Closing Date, to the extent invoiced.



 37















(h)           Representations
and Warranties.  Each
representation and warranty of each Obligated Party contained herein and in
each of the other Financing Documents shall be true and correct.


(i)            Other
Documentation.  The
Administrative Agent shall have received such other documents as the
Administrative Agent (or any Lender acting through the Administrative Agent)
may reasonably request, all in form and substance reasonably satisfactory to
the Administrative Agent.


Section 3.2                     Conditions Precedent to All Loans and Letters of
Credit.  The obligation of
each Lender to make each Revolving Credit Loan hereunder (including the initial
Revolving Credit Loan) and the obligation of the Issuing Bank to issue each
Letter of Credit (including the initial Letter of Credit) is subject to
fulfillment of the following conditions immediately prior to or
contemporaneously with the making of each such Revolving Credit Loan or the
issuance of each such Letter of Credit:


(a)           Representations
and Warranties.  All
Bring-Down Representations and Warranties contained herein and in the other
Financing Documents executed and delivered on or after the Closing Date shall
be true and correct in all material respects with the same effect as though
such Bring-Down Representations and Warranties had been made on and as of the
date of such Revolving Credit Loan (unless such representation and warranty is
expressly limited to an earlier date). 
The fact that any representation and warranty is a Non-Repeating Representation
and Warranty and is therefore not remade other than on the date hereof, the
Closing Date and at the time of the initial Borrowing hereunder (and thus not
made for purposes of this Section 3.2(a)) will not prevent the existence
of any Event of Default or the exercise by the Administrative Agent or any
Lender of any right or remedy resulting from any breach of such representation
and warrant when made on the date hereof, the Closing Date and at the time of
the initial Borrowing hereunder.


(b)           No
Default.  There shall not
exist a Default or Event of Default hereunder.


(c)           No
Material Adverse Change. 
No Material Adverse Change shall have occurred.


(d)           Availability.  Availability shall exist in the amount of
such requested Revolving Credit Loan or the amount of such Letter of Credit.


ARTICLE 4

SECURITY


Section 4.1                     Security.  The Lender Indebtedness shall be secured by
perfected, first priority Liens on all Collateral of Borrower and each
Guarantor, whether now owned or hereafter acquired and wherever located (but
subject to Section 4.2).  In furtherance
of the foregoing, Borrower and Parent hereby agree to execute and deliver (and
to (i) cause any other appropriate Obligated Party to execute and deliver, and
(ii) cause any other appropriate Person to execute and deliver) to the
Administrative Agent for the benefit of the Lenders, promptly upon request by
the Administrative Agent, such Security Instruments and other documents,
instruments,



 38
 









agreements and certificates, as the Administrative Agent shall deem
necessary or appropriate in its sole discretion to create, evidence and perfect
the Liens contemplated by this Section 4.1.  Borrower and Parent hereby consent and
authorize (and shall cause any other appropriate Obligated Parties to consent
and authorize) the Administrative Agent and its agents, successors and assigns
to file any and all necessary financing statements under the UCC, amendments, “in
lieu” filings or assignments or continuation statements as necessary from time
to time (in the Administrative Agent’s discretion) to perfect or continue
perfection of the Liens granted (or purported to be granted) pursuant to the
Financing Documents.


Section 4.2                     Exceptions to Security.  Notwithstanding anything contained in this Article
4, (a) no Lien shall be required hereunder or under any Financing Document
with respect to (i) the Equity held by any Credit Party of any Marketing
Alliance Partner which is a Marketing Alliance Partner on the Closing Date to
the extent that the granting of such Lien is prohibited pursuant to the terms
of the organizational documents of such Marketing Alliance Partner on the date
hereof, (ii) the Equity in Nebraska Sub unless and until Parent and Borrower
either (A) obtain the consent of the requisite holders of Equity in Nebraska
Sub pursuant to Section 6.11 and comply with all other requirements of Section
6.11 with respect thereto, or (B) acquire 80% of the Equity of Nebraska
Sub, and (iii) the Equity held by any Credit Party in Fluid Technologies PLC
and (b) Administrative Agent shall not be entitled to require the delivery of
certificates of title, (or original applications for new certificates of title
and other related documents), with respect to vehicles and other Property owned
by Borrower or any Guarantor and subject to a certificate of title statute of
any applicable jurisdiction unless and until (i) the aggregate net book value
of such vehicles and other Property (as described in this clause (b)) exceeds
$500,000, or (ii) an Event of Default has occurred and is continuing.


ARTICLE 5

REPRESENTATIONS AND WARRANTIES


In order to induce the Lenders to enter into this
Agreement, each of Borrower and Parent jointly and severally represents and
warrants to the Administrative Agent and each Lenders as follows (such
representations and warranties (a) are made by Borrower and Parent as of the
date hereof, as of the Closing Date and as of the date of each Borrowing and
the issuance of each Letter of Credit and (b) when made as of the date hereof
and as of the Closing Date, shall be deemed made (unless specifically provided
otherwise herein):


Section 5.1                     Corporate Existence.  Each Obligated Party is a corporation,
partnership or limited liability company duly organized, legally existing and
in good standing under the laws of the jurisdictions in which it is
incorporated or organized and is duly qualified as foreign corporation,
partnership or limited liability company in all jurisdictions wherein the
Property owned or the business transacted by it makes such qualification
necessary, except where the failure to be so qualified would not have a
Material Adverse Effect.


Section 5.2                     Corporate Power and Authorization.  Each Obligated Party is duly authorized and
empowered to execute, deliver and perform the Financing Documents, including
this Agreement, to which it is a party; and all corporate, partnership, limited
liability company or other action on any Obligated Party’s part requisite for
the due execution, delivery and



 39
 









performance of the Financing Documents, including this Agreement, to
which such Obligated Party is a party 
has been duly and effectively taken.


Section 5.3                     Binding Obligations.  This Agreement does, and the other Financing
Documents to which any Obligated Party is a party upon their creation,
issuance, execution and delivery will, when issued and delivered under this
Agreement, constitute legal, valid and binding obligations of each Obligated
Party that is a party thereto, and will be enforceable in accordance with their
respective terms (except that enforcement may be subject to any applicable
bankruptcy, insolvency or similar laws generally affecting the enforcement of
creditors’ rights and subject to the availability of equitable remedies).


Section 5.4                     No Legal Bar or Resultant Lien.  The execution, delivery and performance of
the Financing Documents, including this Agreement, to which an  Obligated Party is a party do not and will
not violate or create a default under any provisions of the articles or
certificate of incorporation, certificate of limited partnership, articles or
certificate of organization, bylaws, partnership agreement, regulations or
other organizational documents of such Obligated Party, or any contract,
agreement, instrument or Governmental Requirement to which such Obligated Party
is subject, or result in the creation or imposition of any Lien upon any
Properties of such Obligated Party.


Section 5.5                     No Consent.  Each Obligated Party’s execution, delivery
and performance of the Financing Documents, including this Agreement, to which
such Obligated Party is a party, do not require notice to or filing or
registration with, or the authorization, consent or approval of or other action
by any other Person, including, but not limited to, any Governmental Authority,
except those obtained or made.


Section 5.6                     Financial
Information.


(a)           Current
Financials.  The Current
Financials were prepared in accordance with GAAP as in effect on the date such
Current Financials are delivered (subject, in the case of interim financial
statements, to the absence of footnotes and year-end audit adjustments which
will not, individually or in the aggregate, be material) and fairly present the
consolidated financial condition and results of operations of Parent and its
consolidated Subsidiaries as of the dates and for the periods reflected
therein.


(b)           Audited and Unaudited Historical
Financials.  The
Historical Financials were prepared in accordance with GAAP and fairly present
the consolidated financial condition of Holdco and its consolidated
Subsidiaries as of the dates reflected thereon.


(c)           Absence of Contingent
Liabilities.  No Credit
Party has any outstanding Indebtedness or other liability (including, without
limitation, contingent liabilities) or unusual, forward or long term
commitments other than (i) those disclosed in the most recent financial
statements referred to in Section 5.6(a) or (b) above, as
applicable, or the notes thereto, (ii) those expressly described in this
Agreement (including in the Schedules hereto), and (iii) those entered into or
incurred in compliance with the terms of this Agreement.



 40
 









(d)           No
Material Adverse Change. 
No Material Adverse Change has occurred subsequent to December 31, 2005.


Section 5.7                     Investments and Guaranties.  As of the Closing Date, no Credit Party has
made investments in or advances to any Person or guaranties of the obligations
of any Person except (a) those permitted in Section 7.2, and (b) those
reflected in Schedule 5.7 and Schedule 7.2.


Section 5.8                     Litigation.  There is no action, suit or proceeding, or
any governmental investigation or any arbitration, in each case pending or, to
the knowledge of Borrower or Parent, threatened against any Credit Party or any
Property of any Credit Party before any court or arbitrator or any Governmental
Authority (a) which challenges the validity of this Agreement, any Security
Instrument or any of the other Financing Documents, or (b) as to which there is
a reasonable possibility of an adverse determination that could reasonably be
expected to have a Material Adverse Effect.


Section 5.9                     Use of Proceeds.  Borrower will use the proceeds of the
Revolving Credit Loans only (a) to finance ongoing working capital requirements
of Borrower and (b) for general corporate purposes.  The Letters of Credit will be used only for
the purposes specified in the definition of “Standby Letter of Credit”.  No Credit Party is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying
Margin Stock (within the meaning of Regulations U or X) and no part of the
proceeds of any Revolving Credit Loan hereunder will be used to buy or carry
any Margin Stock in violation of Regulation U or X.  No Credit Party nor any Person acting on
behalf of any Credit Party has taken or will take any action which could
reasonably be expected to cause the Financing Documents, including this
Agreement, to violate Regulations U or X or any other regulation of the Board
of Governors of the Federal Reserve System, in each case as now in effect or as
the same may hereinafter be in effect.


Section 5.10                   Employee
Benefits.


(a)           Each Credit Party and each ERISA
Affiliate have complied in all material respects with all applicable laws
regarding each Plan.  Each Plan is, and
has been, maintained and administered in substantial compliance with its terms,
applicable collective bargaining agreements, and all applicable laws.


(b)           There exists no outstanding material
liability of any Credit Party or any ERISA Affiliate with respect to any Plan
that has been terminated.  No material
liability to the PBGC (other than for the payment of current premiums which are
not past due) by any Credit Party or any ERISA Affiliate has been or is
expected by any Credit Party or any ERISA Affiliate to be incurred with respect
to any Plan.  No ERISA Termination Event
with respect to any Plan has occurred or is reasonably expected to occur which
could reasonably be expected to have a Material Adverse Effect.


(c)           The actuarial present value of the
benefit liabilities (computed on an accumulated benefit obligation basis based
on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) under all Plans in the aggregate



 41
 









that are subject to Title IV of ERISA does not, as of
the end of the most recently ended fiscal year of such Plans, exceed the
current value of the assets of all Plans in the aggregate that are allocable to
such benefit liabilities. The term “actuarial present value of the benefit
liabilities” shall have the meaning specified in Section 4041 of ERISA.


(d)           Neither any Credit Party nor any
ERISA Affiliate sponsors, maintains or contributes to, or has at any time in
the preceding five-year period sponsored, maintained or contributed to, any “multiemployer
plan” (as defined in Section 3(37) or 4001(a)(3) of ERISA).


Section 5.11                   Taxes; Governmental Charges.  Each Credit Party has filed all material tax
returns and reports required to be filed and has paid all material Taxes,
assessments, fees and other governmental charges levied upon any of them or
upon any of their respective Properties or income which are due and payable,
including interest and penalties, except to the extent such Taxes, assessments,
fees, other governmental charges, interest and penalties as are being contested
in good faith by appropriate actions or proceedings disclosed to the Lenders
and for which reserves acceptable to the Administrative Agent have been
established.


Section 5.12                   Titles, etc.  Each Credit Party has good and valid title to
its respective material Properties included in the Current Financials, and with
respect to material leased Properties, good and valid title to the leasehold
estate with respect thereto, pursuant to valid and enforceable leases, free and
clear of all Liens other than Permitted Liens.


Section 5.13                   Defaults.  No Credit Party is in default nor has any
event or circumstance occurred which, but for the passage of time or the giving
of notice, or both, would constitute a default under (a) any loan or credit
agreement, indenture, mortgage, deed of trust, security agreement or other
instrument or agreement evidencing or pertaining to any Indebtedness of any
Credit Party in an amount exceeding $1,000,000 (individually or in the
aggregate), or (b) any other agreement or instrument to which any of the Credit
Parties is a party or by which any Credit Party is bound to the extent any such
default under any such other agreement or instrument could reasonably be
expected to have a Material Adverse Effect. 
No Default  has occurred which is
continuing.


Section 5.14                   Casualties; Taking of Properties.  Neither the business nor the Properties of
any Credit Party has been affected in a manner that has had or could have a
Material Adverse Effect as a result of any fire, explosion, earthquake, flood,
drought, windstorm, accident, strike or other labor disturbance, embargo,
requisition or taking of Property or cancellation of contracts, permits or
concessions by any domestic or foreign government or any agency thereof, riot,
activities of armed forces or acts of God or of any public enemy.


Section 5.15                   Compliance
with the Law.  No Credit
Party:


(a)           is in violation of any Governmental
Requirement; or


(b)           has failed to obtain any license,
permit, right-of-way, franchise or other right or governmental authorization
necessary to the ownership of any of their respective Properties or the conduct
of their respective businesses;



 42
 









which violation or failure could reasonably be
expected to, individually or in the aggregate, have (in the event that such a
violation or failure were asserted by any Person through appropriate action) a
Material Adverse Effect.


Section 5.16                   No Material Misstatements.  No material written information, exhibit,
schedule or report (for this purpose, all schedules and exhibits to the
Financing Documents shall be construed to be material) prepared by or on behalf
of any Credit Party and furnished to the Administrative Agent or the Lenders by
or at the direction of any Credit Party in connection with this Agreement or
any of the transactions contemplated hereby (other than the Projections,
budgets, analysis or other forward looking statements which were prepared or
made in good faith in accordance with sound financial planning practices on the
basis of reasonable assumptions at the time made) contained any material
misstatement of fact or, omitted to state a material fact or any fact necessary
to make the statement contained therein not misleading on the date as of which
such information is dated; provided, that, to the extent
information provided to the Administrative Agent or the Lenders or at the
direction of any Credit Party prior to the Closing Date was superceded by other
information provided to the Administrative Agent or the Lenders or at the
direction of any Credit Party prior to the Closing Date, this Section 5.16
shall apply to the most recent (and not superceded) information; provided,
further, that, any limitations or qualifications of the
representations and warranties contained in this Section 5.16 shall not
otherwise limit or qualify any other representation or warranty contained
elsewhere in this Agreement or in any other Financing Document.


Section 5.17                   Investment Company Act.  No Credit Party is an “investment company” or
a company “controlled” by an “investment company” that is incorporated in or
organized under the laws of the United States or any “State,” as those terms
are defined in the Investment Company Act of 1940, as amended.  The execution and delivery by the Obligated
Parties of this Agreement and the other Financing Documents to which they
respectively are parties and their respective performance of the obligations
provided for therein, will not result in a violation of the Investment Company
Act of 1940, as amended.


Section 5.18                   Capital Structure.  Holdco is a direct or indirect holder of 100%
of the Equity of Parent and Parent is a direct or indirect holder of 100% of
the Equity of each of Borrower, Aurora West, and Power.


Section 5.19                   Insurance.  All policies of fire, liability, workmen’s
compensation, casualty, flood, business interruption and other forms of insurance
owned or held by each Credit Party (a) satisfy all requirements of Section
6.5, (b) are valid, outstanding and enforceable policies, and (c) will not
in any way be affected by, or terminate or lapse by reason of, the transactions
contemplated by this Agreement. All such policies are in full force and effect,
all premiums with respect thereto have been paid in accordance with their
respective terms, and no notice of cancellation or termination has been
received with respect to any such policy. 
No Credit Party maintains any formalized self-insurance program with
respect to its assets or operations or risks with respect thereto.  The certificate of insurance delivered to the
Administrative Agent pursuant to Section 3.1(e) contains an accurate and
complete description of all policies of insurance owned or held by each Credit
Party on the Closing Date.



 43
 









Section 5.20                   Environmental
Matters.


(a)           Environmental
Laws, etc.  Neither any
real Property of any Credit Party nor the operations conducted thereon by any
Credit Party violate any applicable order of any court or Governmental
Authority or Environmental Laws, which violation could reasonably be expected
to have a Material Adverse Effect or which could reasonably be expected to
result in remedial obligations having a Material Adverse Effect assuming
disclosure to the applicable Governmental Authority of all relevant facts,
conditions and circumstances, if any, pertaining to the relevant Property.


(b)           No
Litigation.  No Property
of any Credit Party nor the operations currently conducted thereon or by any
prior owner or operator of such real Property or operation, are in violation of
or subject to any pending or threatened action, suit, investigation, inquiry or
proceeding by or before any court or Governmental Authority or to any remedial
obligations under Environmental Laws, which violation, action, suit,
investigation, inquiry or proceeding could reasonably be expected to have a
Material Adverse Effect or which could reasonably be expected to result in
remedial obligations having a Material Adverse Effect assuming disclosure to
the applicable Governmental Authority of all relevant facts, conditions and
circumstances, if any, pertaining to the relevant Property.


(c)           Notices,
Permits, etc.  All
notices, permits, licenses or similar authorizations, if any, required to be
obtained or filed by any Credit Party in connection with their operation or use
of any and all real Property of the Credit Parties, including, but not limited
to, past or present treatment, storage, disposal or release of a hazardous
substance or solid waste into the environment, have been duly obtained or filed
except to the extent the failure to obtain or file such notices, permits,
licenses or similar authorizations could not reasonably be expected to have a
Material Adverse Effect or which could not reasonably be expected to result in
remedial obligations having a Material Adverse Effect assuming disclosure to
the applicable Governmental Authority of all relevant facts, conditions and
circumstances, if any, pertaining to the relevant Property.


(d)           Hazardous
Substances Carriers.  All
hazardous waste or solid waste generated at any and all real Property of any
Credit Party have in the past been transported, treated and disposed of while
under the ownership, direction or control of any Credit Party only by carriers
maintaining valid permits under RCRA and any other Environmental Law, except to
the extent the failure to have such substances or waste transported, treated or
disposed by such carriers could not reasonably be expected to have a Material
Adverse Effect, and only at treatment, storage and disposal facilities
maintaining valid permits under RCRA and any other Environmental Law, which
carriers and facilities have been and are operating in compliance with such
permits, except to the extent the failure to have such substances or waste
treated, stored or disposed at such facilities, or the failure of such carriers
or facilities to so operate, could not reasonably be expected to have a
Material Adverse Effect or which could not reasonably be expected to result in
remedial obligations having a Material Adverse Effect assuming disclosure to



 44
 









the applicable Governmental Authority of all relevant
facts, conditions and circumstances, if any, pertaining to the relevant
Property.


(e)           Hazardous
Substances Disposal.  Each
Credit Party has taken all reasonable steps necessary to determine and has
determined that no hazardous substances or solid waste has been disposed of or
otherwise released and there has been no release of any hazardous substances on
or to any real Property of any Credit Party except in compliance with
Environmental Laws, except to the extent the failure to do so could not
reasonably be expected to have a Material Adverse Effect or which could not
reasonably be expected to result in remedial obligations having a Material
Adverse Effect assuming disclosure to the applicable Governmental Authority of
all relevant facts, conditions and circumstances, if any, pertaining to the
relevant real Property.


(f)            No
Contingent Liability.  The
Credit Parties have no contingent liability in connection with any release or
threatened release of any hazardous substance or solid waste into the
environment other than such contingent liabilities at any one time and from
time to time which could not reasonably be expected to exceed $200,000 in
excess of applicable insurance coverage and for which adequate reserves for the
payment thereof as required by GAAP have been provided, or which could not
reasonably be expected to result in remedial obligations having a Material
Adverse Effect assuming disclosure to the applicable Governmental Authority of
all relevant facts, conditions and circumstances, if any, pertaining to such
release or threatened release.


Section 5.21                   Solvency.  The Credit Parties taken as a whole are, and
each Credit Party individually is, Solvent.


Section 5.22                   Employee Matters.  Except as specified on Schedule 5.22
hereto, no Credit Party, nor any of their respective employees, is subject to
any collective bargaining agreement. 
There are no strikes, slowdowns, work stoppages or controversies pending
or threatened against any Credit Party, or their respective employees, which
could reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect.  .


Section 5.23                   Loan Amount.  The Aggregate Revolving Credit Exposure will
not, at any time, exceed the Maximum Available Amount.


Section 5.24                   Excluded Subsidiaries.  The value of the Property (valued at the
higher of cost (determined on a weighted average cost basis) or market value as
determined in accordance with GAAP consistently applied at such time) of all
Excluded Subsidiaries will not, at any time, exceed $15,000,000 in the
aggregate.


ARTICLE 6

AFFIRMATIVE COVENANTS


So long as any Lender has any Revolving Credit
Commitment hereunder or any Revolving Credit Loan remains unpaid or any
Revolving Credit Exposure remains outstanding, Borrower and Parent shall, and
to the extent applicable shall cause each other Credit Party to, comply with
the following covenants:



 45
 









Section 6.1                     Maintenance and Compliance, etc.  Borrower and Parent will, and will cause each
other Credit Party to, (a) preserve and maintain its corporate, partnership or
limited liability company existence, and (b) except where failure to do so
could not reasonably be expected to have a Material Adverse Effect, observe and
comply with all Governmental Requirements.


Section 6.2                     Payment of Taxes and Claims, etc.  Borrower and Parent will pay, and will cause
each other Credit Party to pay, (a) all material Taxes, assessments and
governmental charges imposed upon it or upon its Property, and (b) all material
claims (including, but not limited to, claims for labor, materials, supplies or
services) which could reasonably be expected, if unpaid, to become a Lien upon
its Property, unless, in each case, the validity or amount thereof is being
contested in good faith by appropriate action or proceedings disclosed to the
Lenders, and Borrower and Parent have established reserves required by the
Administrative Agent in its sole but reasonable discretion with respect
thereto.


Section 6.3                     Further Assurances.  Borrower and Parent will cure, and will cause
each other Obligated Party to cure, promptly any defects in the execution and
delivery of the Financing Documents, including this Agreement.  Borrower and Parent at their expense will,
and will cause each other Obligated Party that is a party to any Financing
Document to, as promptly as practical, execute and deliver to the Administrative
Agent or the Issuing Bank upon request all such other and further documents,
agreements and instruments in compliance with or performance of the covenants
and agreements of the Obligated Parties in the Financing Documents, including
this Agreement, or to further evidence and more fully describe the Collateral,
or to correct any omissions in the Financing Documents, or more fully to state
the security obligations set out herein or in any of the Financing Documents,
or to perfect, protect or preserve any Liens created pursuant to any of the
Financing Documents, or to make any recordings, to file any notices, or obtain
any consents, all as may be necessary or appropriate in connection herewith or
therewith.


Section 6.4                     Performance of Obligations.  Borrower and Parent will do and perform, and
cause each other Obligated Party to do and perform, every act and discharge all
of the obligations provided to be performed and discharged by such parties
under the Financing Documents, including this Agreement, at the time or times
and in the manner specified, and cause each other Obligated Party to take such
action with respect to their obligations to be performed and discharged under
the Financing Documents to which they respectively are parties.


Section 6.5                     Maintenance of Insurance.  Borrower and Parent will, and will cause each
of the other Credit Parties to, maintain insurance with financially sound and
reputable insurance companies or associations in such amounts covering such
risks as in effect on the Closing Date with such changes as Administrative
Agent shall reasonably require to reflect changes after the Closing Date in the
business, operations or assets of, or risks faced by, the Credit Parties.  Administrative Agent shall be named “Loss
Payee” and/or “Additional Insured,” as appropriate, on all property, general
liability and business interruption policies.


Section 6.6                     Accounts and Records.  Borrower and Parent will keep, and will cause
each of the other Credit Parties to keep, proper books of record and account in
accordance with GAAP.



 46
 









Section 6.7                     Right of Inspection.  Borrower and Parent will permit, and will
cause each of the other Credit Parties to permit, any officer, employee or
agent of the Administrative Agent or any Lender to visit and inspect any of the
Properties of the Credit Parties, examine any Credit Party’s books of record
and accounts, take copies and extracts therefrom, and discuss the affairs,
finances and accounts of the Credit Parties with any Credit Party’s officers,
accountants and auditors, as often and all at such reasonable times during
normal business hours as may be reasonably requested by the Administrative
Agent or the Required Lenders.


Section 6.8                     Operation and Maintenance of Property.  Each of Borrower and Parent will, and will
cause each other Credit Party to, operate its Properties or cause its
Properties to be operated and maintained (a) in accordance with prudent
industry practice in all material respects and in compliance (except where the
non-compliance therewith could not reasonably be expected to have a Material
Adverse Effect) with the terms and provisions of all applicable leases,
contracts and agreements, and (b) except where the non-compliance therewith
could not reasonably be expected to cause or result in a Material Adverse
Effect, in compliance with all Governmental Requirements of the jurisdiction in
which such Properties may be situated, and all other Governmental Requirements
relating to the ownership and operation of such Properties.


Section 6.9                     New
Subsidiaries; Additional Liens.


(a)           If at any time after the Closing
Date, (x) Borrower is required to cause an Excluded Subsidiary to become a
Guarantor hereunder or (y) Borrower or any Guarantor creates or acquires any
one or more Subsidiaries (other than an Excluded Subsidiary) (each such
Subsidiary referred to in clauses (x) and (y) above being referred to herein
as, a “New Subsidiary”),
Borrower and Parent shall cause such New Subsidiary to execute and deliver to
the Administrative Agent for the benefit of the Lenders and the Issuing Bank,
at the time of such New Subsidiary’s creation or acquisition, (i) a Guaranty
and Security Agreement, and (ii) other appropriate Security Instruments
covering such New Subsidiary’s Property as security for the Lender
Indebtedness, in form and substance acceptable to the Administrative Agent.


(b)           If at any time after the Closing
Date, (i) Parent becomes the direct or indirect beneficial owner of 80% of the
Equity of Nebraska Sub (other than Equity held by management of Nebraska Sub
issued pursuant to a properly authorized management equity plan), Borrower and
Parent shall comply with all requirements of Section 6.11 hereto, and
(ii) Parent becomes the direct or indirect beneficial owner of 100% of the
Equity of Nebraska Sub (other than Equity held by management of Nebraska Sub
issued pursuant to a properly authorized management equity plan), Borrower and
Parent shall cause Nebraska Sub to execute and deliver to the Administrative
Agent for the benefit of the Lenders and the Issuing Bank (A) a Guaranty and
Security Agreement, and (B) other appropriate Security Instruments covering
Nebraska Sub’s Property as security for the Lender Indebtedness, in form and
substance acceptable to the Administrative Agent.


(c)           In connection with the execution and
delivery of any Security Instrument pursuant to this Section 6.9,
Borrower and Parent shall, or shall cause the relevant New Subsidiary or
Nebraska Sub (as applicable) to, deliver to the Administrative Agent for the



 47
 









benefit of the Lenders, resolutions, member or partner
consents, certificates, legal opinions and such other related documents as
shall be reasonably requested by the Required Lenders and consistent with the
relevant forms and types thereof delivered on the Closing Date or as shall be
otherwise reasonably acceptable to the Required Lenders.  Each Guaranty and Security Agreement and the
like delivered pursuant to this Section 6.9 shall be deemed to be a
Security Instrument from and after the date of execution thereof.


Section 6.10                   Reporting Covenants.  Borrower and Parent will furnish, and will
cause all other Credit Parties to furnish (as applicable to comply with this Section
6.10), the following to each of the Lenders:


(a)           Annual
Financial Statements.  As
soon as available and in any event within 90 days after the end of each Fiscal
Year commencing with the Fiscal Year ending on December 31, 2006, a
consolidated balance sheet of Holdco and its consolidated Subsidiaries as at
the end of such year and the related consolidated statements of income,
retained earnings and cash flows of Holdco and its consolidated Subsidiaries
for such Fiscal Year, setting forth in each case, in comparative form the
figures for the previous Fiscal Year, all in reasonable detail and, in the case
of such consolidated statements, accompanied by a report thereon (without
qualification) of independent public accountants of recognized national
standing, which report shall state that such consolidated financial statements
present fairly the consolidated financial condition as at the end of such
Fiscal Year, and the consolidated results of operations and cash flows for such
Fiscal Year, of Holdco and its consolidated Subsidiaries in accordance with
GAAP, applied on a consistent basis.


(b)           Quarterly
Financial Statements.  As soon
as available and in any event within 45 days after the end of each of the first
three fiscal quarters of each Fiscal Year, a consolidated balance sheet of each
of Holdco and its consolidated Subsidiaries as at the end of such month and the
related consolidated statements of income (loss), retained earnings and cash
flows of Holdco and its consolidated Subsidiaries for such calendar month and
for the portion of Holdco’s Fiscal Year ended at the end of such month, setting
forth in each case, in comparative form the figures for the corresponding month
and the corresponding portion of the previous Fiscal Year, all in reasonable
detail and certified by a Responsible Officer that such financial statements
are complete and correct and fairly present the consolidated financial
condition as at the end of such calendar month, and the consolidated results of
operations and cash flows for such calendar month and such portion of the
Fiscal Year of Holdco and its consolidated Subsidiaries in accordance with GAAP
(subject to year-end adjustments which shall not, individually or in the
aggregate, be material and adverse).


(c)           Title
Information.  Promptly
upon request by the Administrative Agent, additional title information in form
and substance reasonably acceptable to the Administrative Agent to allow the
Administrative Agent to verify the Obligated Parties’ title to, and the
perfection and priority of the Administrative Agent’s Liens in and to, the
Collateral.



 48
 









(d)           Events
or Circumstances with respect to Collateral.  Promptly after the occurrence of any event or
circumstance concerning or changing any of the Collateral that could reasonably
be expected to have a Material Adverse Effect, written notice of such event or
circumstance in reasonable detail.


(e)           Notice
of Certain Events. 
Promptly after either Borrower or Parent learns of the receipt or
occurrence of any of the following, a certificate of the Credit Party learning
of such event, signed by a Responsible Officer, specifying (i) any official
notice of any violation, possible violation, non-compliance or possible
non-compliance, or claim made by any Governmental Authority pertaining to all
or any part of the Properties of any Credit Party which could reasonably be
expected to have a Material Adverse Effect; (ii) any event which constitutes a
Default or Event of Default, together with a detailed statement specifying the
nature thereof and the steps being taken to cure such Default or Event of
Default; (iii) the receipt of any notice from, or the taking of any other action
by, the holder of any Indebtedness in excess of $5,000,000 of any Credit Party
with respect to a claimed default, together with a detailed statement
specifying the notice given or other action taken by such holder and the nature
of the claimed default and what action the Credit Parties are taking or propose
to take with respect thereto; (iv) any notice of proceedings or actions which
could reasonably be expected to adversely affect any of the Financing
Documents; (v) the creation, dissolution, merger or acquisition of any Credit
Party; (vi) any event or condition not previously disclosed to the
Administrative Agent which violates any Environmental Law and which could
reasonably be expected to have a Material Adverse Effect; or (vii)  any other event or condition which could
reasonably be expected to have a Material Adverse Effect.


(f)            Shareholder
Communications, Filings. 
Promptly upon the mailing, filing, or making thereof, copies of all
registration statements, periodic reports and other documents (excluding the
related exhibits except to the extent expressly requested by the Administrative
Agent) filed by any Credit Party with the Securities and Exchange Commission
(or any successor thereto) or any national securities exchange.


(g)           Litigation.  Promptly after the occurrence thereof, notice
of the institution of, or any material adverse development in, any action, suit
or proceeding or any governmental investigation or any arbitration, before any
court or arbitrator or any governmental or administrative body, agency or
official, against any Credit Party or any material Property of any Credit
Party, in which the amount involved is material and is not covered by insurance
or which there is a reasonable probability of an adverse determination that
could reasonably be expected to have a Material Adverse Effect.


(h)           ERISA.  Promptly after (i) any Credit Party obtaining
knowledge of the occurrence thereof, notice that an ERISA Termination Event
with respect to any Plan has occurred, which such notice shall specify the
nature thereof, the Credit Parties’ proposed response thereto (and, if
applicable, the proposed response thereto of any Subsidiary of the Credit
Parties and of any ERISA Affiliate) and, where known, any action taken or
proposed by the Internal Revenue Service, the Department of Labor or the PBGC
with respect thereto, and (ii) any Credit Party’s obtaining knowledge thereof,
copies of any



 49
 









notice of the PBGC’s
intention to terminate or to have a trustee appointed to administer any Plan.


(i)            Other
Information.  With
reasonable promptness, such other information about the business and affairs
and financial condition of any Credit Party as the Administrative Agent may
reasonably request from time to time, including, without limitation, weekly
accounts receivable aging and reconciliation reports, accounts payable aging
and reconciliation, sales reports and inventory designations.


Section 6.11                   Pledge of Equity of Nebraska Sub.  On such date as Parent holds directly or
indirectly not less than 80% of the Equity interest in Nebraska Sub, Parent
shall execute and deliver (or cause any other appropriate Credit Party to
execute and deliver) to the Administrative Agent such Security Instruments and
other supporting documentation (including legal opinions) as Administrative
Agent shall reasonably require to grant and fully evidence and perfect in favor
of the Administrative Agent for the ratable benefit of the Lenders, first and
prior Liens in and to all Equity of Nebraska. 
Without limiting the foregoing sentence, to the extent necessary to
perfect such Liens, Parent shall deliver or cause to be delivered to the
Administrative Agent original certificates evidencing such Equity.


Section 6.12                   Excluded Subsidiaries.  If, at any time, the value of the Property
(valued at the higher of cost (determined on a weighted average cost basis) or
market value as determined in accordance with GAAP consistently applied at such
time) of all Excluded Subsidiaries exceeds $15,000,000 in the aggregate,
Borrower and Parent shall cause one or more Excluded Subsidiaries to become
Guarantors pursuant to Section 6.9 hereof such that the value of the
Property (valued at the higher of cost (determined on a weighted average cost
basis) or market value as determined in accordance with GAAP consistently
applied at such time) of all Excluded Subsidiaries shall no longer exceed
$15,000,000.


ARTICLE 7

NEGATIVE COVENANTS


So long as any Lender has any Revolving Credit
Commitment hereunder or any Revolving Credit Loan remains unpaid or any
Revolving Credit Exposure remains outstanding, Parent and Borrower will not,
and Parent and Borrower will not permit any other Credit Party to:


Section 7.1                     Financial Covenants.  Permit the aggregate principal amount of the
Revolving Credit Loans to exceed the Maximum Available Amount at any time.


Section 7.2                     Indebtedness.  Create, incur, assume or suffer to exist, any
Indebtedness, other than:


(a)           the Lender Indebtedness;


(b)           Indebtedness outstanding on the date
hereof which is set forth on Schedule 7.2 and any refinancings,
refundings, renewals or extensions thereof (without any (i) increase in the
principal amount thereof (other than to finance accrued interest, fees and
other amounts outstanding in respect thereof and fees and expenses incurred in



 50
 









connection with such refinancing, refunding, renewal
or extension), or (ii) acceleration of the date of, or increase in the amount
of, any payment of principal thereon);


(c)           Indebtedness in respect of Capital
Lease Obligations and purchase money Indebtedness in an aggregate amount not in
excess of $10,000,000 outstanding at any time;


(d)           Indebtedness owed by the Credit
Parties or any of them to any party under any Cash Management Agreement;


(e)           Indebtedness loaned from (i) Parent
to Borrower, so long as any instruments evidencing such Indebtedness are
delivered to Administrative Agent to the extent required in accordance with the
Guaranty and Security Agreement, (ii) any Affiliate of any Credit Party to
Borrower or Parent, so long as such Indebtedness is subordinate to the Lender
Indebtedness as evidenced by a subordination agreement in form and substance
satisfactory to the Administrative Agent in its sole discretion, and (iii)
Parent or Borrower to Nebraska Sub; and


(f)            other unsecured Indebtedness; provided,
that, the aggregate amount of such other unsecured Indebtedness shall
not exceed $10,000,000 outstanding at any time.


Section 7.3                     Liens.  Create, incur, assume or suffer to exist, any
Lien on any of its Property now owned or hereafter acquired to secure any
Indebtedness of any Credit Party or any other Person, other than the following
(collectively, the “Permitted Liens”):


(a)           Liens existing on the date hereof and
set forth on Schedule 7.3;


(b)           Liens securing the Lender
Indebtedness;


(c)           Liens for taxes, assessments or other
governmental charges or levies not yet due or which are being contested in good
faith by appropriate action or proceedings which have been disclosed to the
Lenders and with respect to which reserves acceptable to the Administrative
Agent have been established, but only so long as any execution on or
foreclosure of such Liens is stayed;


(d)           statutory Liens of landlords and
Liens of carriers, warehousemen, mechanics, materialmen, repairmen, workmen,
and other Liens imposed by law created in the ordinary course of business for
amounts which are not past due for more than thirty (30) days or which are
being contested in good faith by appropriate action or proceedings and with
respect to which adequate reserves in accordance with GAAP are being
maintained;


(e)           Liens incurred or deposits or pledges
made in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security, old
age or other similar obligations, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money);


 



 51















(f)            irregularities in title, easements,
rights-of-way, restrictions, servitudes, permits, reservations, exceptions,
conditions, covenants, encroachments, protrusions and other similar charges or
encumbrances not materially interfering with the occupation, use and enjoyment
by any Credit Party of any of their respective Properties in the normal course
of business or materially impairing the value thereof;


(g)           any obligations or duties affecting
any of the Property of any Credit Party to any municipality or public authority
with respect to any franchise, grant, license or permit which do not materially
impair the use of such Property for the purposes for which it is held;


(h)           Liens securing Indebtedness permitted
by Section 7.2(c); provided, that, (i) such Liens attach
only to the Property being leased or acquired, (ii) the creation of or
incurrence of such Liens does not violate this Agreement or any other Financing
Documents, and (iii) the principal amount of the Indebtedness secured does not
exceed 100% of the total purchase price of the Property being leased or
acquired;


(i)            judgment liens in respect of
judgments that do not constitute an Event of Default under Section 8.9;


(j)            extensions, renewals or replacements
of any Lien referred to in Section 7.3(a) and Section 7.3(h), provided,
that the principal amount of the Indebtedness or obligation secured
thereby is not increased and that any such extension, renewal or replacement is
limited to the Property originally encumbered thereby; and


(k)           Liens encumbering cash or cash
equivalents (or letters of credit or surety bonds posted in lieu thereof) to
satisfy margin calls under Hedging Agreements.


Section 7.4                     Mergers, Sales, etc.  Merge into or with or consolidate with, or
permit any other Credit Party to merge into or with or consolidate with, any
other Person, or sell, lease or otherwise dispose of, or permit any other
Credit Party to sell, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or any substantial portion of its Property
to any other Person.


Section 7.5                     Investments, Loans, etc.  Make any loans to or investments in an
Excluded Subsidiary unless after giving effect thereto Section 6.12 is
complied with.


Section 7.6                     Sales and Leasebacks.  Enter into any arrangement, directly or
indirectly, with any Person whereby any Credit Party shall sell or transfer any
Property, whether now owned or hereafter acquired, and whereby any Credit Party
shall then or thereafter rent or lease as lessee such Property or any part thereof
or other Property which a Credit Party intends to use for substantially the
same purpose or purposes as the Property sold or transferred.


Section 7.7                     Nature of Business.  Engage in, or permit any other Credit Party
to engage in, any business materially or substantially different than the
businesses in which the Credit Parties are engaged in as of the Closing Date,
which is the production, marketing, purchasing, selling, reselling and
distributing of ethanol and ethanol co-products and related bio-products.



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Section 7.8                     ERISA
Compliance.


(a)           Engage in, or permit any ERISA
Affiliate to engage in, any transaction in connection with which any Credit
Party or any ERISA Affiliate could be subjected to either a civil penalty
assessed pursuant to Sections 502(c), (i) or (l) of ERISA or a tax imposed by
Chapter 43 of Subtitle D of the Code which could reasonably be expected to have
a Material Adverse Effect;


(b)           Terminate, or permit any other Credit
Party or any ERISA Affiliate to terminate any Plan under Section 4041(c) of
ERISA or otherwise have the termination of any Plan initiated by the PBGC;


(c)           Permit to exist, or allow any other
Credit Party or any ERISA Affiliate to permit to exist, any accumulated funding
deficiency within the meaning of Section 302 of ERISA or Section 412 of the
Code, whether or not waived, with respect to any Plan that could reasonably be
expected to have a Material Adverse Effect;


(d)           Amend, or permit any other Credit
Party or any ERISA Affiliate to amend, a Plan resulting in an increase in
current liability such that any Credit Party or any ERISA Affiliate is required
to provide security to such Plan under Section 401(a)(29) of the Code; or


(e)           Incur, or permit any other Credit
Party or any ERISA Affiliate to incur, a liability to or on account of a Plan
under Sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA that could
reasonably be expected, in the aggregate, to result in a Material Adverse
Effect.


Section 7.9                     Negative Pledge Agreements.  Create, incur, assume or suffer to exist, or
permit any other Credit Party to create, incur, assume or suffer to exist, any
contract, agreement or understanding, other than (a) this Agreement and the
other Financing Documents and (b) any agreements governing any purchase money
Liens or Capital Lease Obligations or dispositions of assets otherwise
permitted hereby provided  that any such prohibition or limitation
is only effective against the Property financed thereby, which in any way
prohibits or restricts the granting, conveying, creation or imposition of any
Lien on any Property of any Credit Party, or which requires the consent of or
notice to other Persons in connection therewith.


Section 7.10                   Transactions With Affiliates.  Except as set forth on Schedule 7.10,
enter into, or permit any other Credit Party to enter into, any transaction or
series of transactions with Affiliates of any Credit Party which involve an
outflow of money or other Property from any Credit Party to an Affiliate of any
Credit Party other than Borrower, including, but not limited to, repayment of
Indebtedness, management fees, compensation, salaries, asset purchase payments
or any other type of fees or payments similar in nature except for those which
are in the ordinary course of business of the Credit Parties and are on fair and
reasonable terms no less favorable than would be obtained in a comparable arm’s
length transaction with a Person not an Affiliate.



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Section 7.11                   Equity.  Authorize or issue, or permit any other
Credit Party to authorize or issue any preferred stock or other Equity having a
mandatory redemption right existing with regard thereto.


Section 7.12                   Intercompany Transactions.  Create or otherwise cause or permit to exist
or become effective, except as may be expressly permitted or required by the
Financing Documents, any consensual encumbrance or restriction of any kind on
the ability of any Credit Party to (a) pay any indebtedness owed to any Credit
Party, (b) make any loan or advance to any Credit Party or any investment in
any Credit Party, or (c) sell, lease or transfer any of its Property to any
Credit Party except, in each case, for restrictions (i) contained in the
Operating Agreement of Nebraska Sub as in effect on the Closing Date or set
forth in resolutions of the membership committee of Nebraska Sub adopted on June 21,
2001, and March 10, 2003, copies of which were provided to Administrative Agent
prior to the Closing Date, (ii) arising under any Governmental Requirement,
(iii) set forth in a lease or license permitted pursuant to the terms of the
Financing Documents and entered into in the ordinary course of business that
restrict in a customary manner the subletting, assignment or transfer of any
property or asset that is subject to such lease or license, or (iv) set forth
in the terms of any document or instrument evidencing any Permitted Liens (or
the Indebtedness secured thereby) that restrict in a customary manner the
subletting, assignment or transfer of any property or asset that is subject to
such Permitted Lien.


Section 7.13                   Acquisition of Equity in Nebraska Sub.  Permit any Affiliate of any Credit Party
other than Parent,  Borrower or any
Guarantor to acquire Equity of Nebraska Sub.


Section 7.14                   Excluded Subsidiaries.  Permit, at any time, the value of the
Property (valued at the higher of cost (determined on a weighted average cost
basis) or market value as determined in accordance with GAAP consistently
applied at such time) of all Excluded Subsidiaries to exceed $15,000,000 in the
aggregate.


ARTICLE 8

EVENTS OF DEFAULT


Upon the occurrence and during the continuance of any
of the following specified events (each an “Event of Default”):


Section 8.1                     Payments.  Borrower shall fail to pay when due
(including, but not limited to, any mandatory prepayment required pursuant to Section
2.10) any principal of or interest on any Revolving Credit Loan, any
Reimbursement Obligation or any fee or any other amount payable hereunder or
under any other Financing Document;


Section 8.2                     Covenants Without Notice.  Any Credit Party shall fail to observe or
perform any covenant or agreement contained in Article 4, Section 6.1,
Section 6.5, Section 6.7, Section 6.10 or Article 7;


Section 8.3                     Other Covenants.  Any Credit Party shall fail to observe or
perform any covenant or agreement contained in this Agreement, other than those
referred to in Section 8.1 or Section 8.2 and, if capable of
being remedied, such failure shall remain unremedied for ten (10) days after
the earlier of (a) any Credit Party’s obtaining knowledge thereof, or (b)
written 



 54
 









notice thereof shall have been given to Borrower or any Guarantor by
any Lender, the Issuing Bank or the Administrative Agent;


Section 8.4                     Other Financing Document Obligations.  Default is made in the due observance or
performance by any Obligated Party of any of the covenants or agreements
contained in any Financing Document other than this Agreement, and such default
continues unremedied beyond the expiration of any applicable grace period which
may be expressly allowed under such Financing Document;


Section 8.5                     Representations.  Any representation, warranty or statement
made or deemed to be made by any Obligated Party or any of any other Obligated
Party’s officers herein or in any other Financing Document, or in any
certificate, request or other document furnished pursuant to or under this
Agreement or any other Financing Document, shall have been incorrect in any
material respect as of the date when made or deemed to be made;


Section 8.6                     Non-Payments of Other Indebtedness and Under
Hedging Agreements.  Any
Credit Party shall fail to make any payment or payments of principal of or
interest on any Indebtedness of such Credit Party (other than the Lender
Indebtedness) or under any Hedging Agreement in excess of $1,000,000 in the
aggregate when due (whether at stated maturity, by acceleration, on demand or
otherwise) after giving effect to any applicable grace period;


Section 8.7                     Defaults Under Hedging and Other Agreements.  Any Credit Party shall fail to observe or
perform any covenant or agreement contained in any Hedging Agreement or in
agreement(s) or instrument(s) relating to Indebtedness (other than Lender
Indebtedness) of any Credit Party of $1,000,000 or more in the aggregate within
any applicable grace, notice or cure period, or any other event shall occur, if
the effect of such failure or other event is to accelerate, or, with respect to
any Credit Party, to permit the holder of such Indebtedness or any other Person
to accelerate, the maturity of $1,000,000 or more in the aggregate of such
Indebtedness; or $1,000,000 or more in the aggregate of any such Indebtedness
shall be, or if as a result of such failure or other event may be, required to
be prepaid (other than prepayments resulting from excess cash flow) in whole or
in part prior to its stated maturity;


Section 8.8                     Bankruptcy.  Any Obligated Party shall commence a
voluntary case concerning itself under Title 11 of the United States Code
entitled “Bankruptcy” as now or hereafter in effect, or any successor thereto
(the “Bankruptcy Code”); or
an involuntary case is commenced against any Obligated Party and the petition
is not controverted within ten (10) days, or is not stayed or dismissed within
sixty (60) days, after commencement of the case; or a custodian (as defined in
the Bankruptcy Code) is appointed for, or takes charge of, all or any
substantial part of the property of any Obligated Party; or any Obligated Party
commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction whether now or hereafter in effect relating
to any Obligated Party or there is commenced against any Obligated Party any
such proceeding which remains unstayed or undismissed for a period of sixty
(60) days; or any Obligated Party is adjudicated insolvent or bankrupt; or any
order of relief or other order approving any such case or proceeding is
entered; or any Obligated Party makes a general assignment for the benefit of
creditors; or any Obligated Party shall fail to pay, or shall state in 



 55
 









writing that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; or any Obligated Party shall by any act or
failure to act indicate its consent to, approval of or acquiescence in any of
the foregoing; or any corporate or other organizational action is taken by any
Obligated Party for the purpose of effecting any of the foregoing;


Section 8.9                     Money Judgment.  Final orders for the payment of money
involving in the aggregate at any time a liability (net of any insurance
proceeds or indemnity payments actually received in respect thereof prior to or
within sixty (60) days from the entry thereof, or to be received in respect
thereof in the event any appeal thereof shall be unsuccessful) of more than
$1,000,000 or that would otherwise have a Material Adverse Effect, shall be
rendered against any Credit Party and such judgment or order shall continue
unsatisfied in accordance with the terms of such judgment or order (in the case
of a money judgment) and in effect for a period of thirty (30) days during
which execution shall not be effectively stayed or deferred (whether by action
of a court, by agreement or otherwise);


Section 8.10                   Discontinuance of Business.  Any Credit Party shall cease to be
principally engaged in the businesses and operations in which such Credit Party
was principally engaged on the Closing Date;


Section 8.11                   Financing Documents.  Any Material Provision of any of the
Financing Documents after delivery thereof shall for any reason, except to the
extent permitted by the terms thereof, cease to be in full force and effect and
valid, binding and enforceable (except as enforceability may be limited as
stated in Section 5.3) in accordance with its terms, or, in the case of
any of the Security Instruments, cease to create a valid and perfected Lien of
the priority contemplated thereby on any of the collateral purported to be
covered thereby, or any Obligated Party shall so state in writing.  As used in this Section 8.11, “Material Provision” shall mean (a) with
respect to this Agreement, any material term, covenant, or agreement set forth
therein, and (b) with respect to any other Financing Document, any provision if
the validity and enforceability thereof is necessary for such Financing
Document to accomplish its stated, or clearly intended, purpose or otherwise
necessary in order for Administrative Agent or any Lender to enforce any
material right or remedy under any Financing Document; or


Section 8.12                   Material Adverse Change.  A Material Adverse Change shall occur.


ARTICLE 9

THE ADMINISTRATIVE AGENT


Section 9.1                     Appointment of Administrative Agent.  Each Lender (and each Secured Affiliate by
and through their affiliated Lenders) and the Issuing Bank hereby designates
JPMorgan Chase Bank as Administrative Agent to act as herein specified and as
specified in the other Financing Documents. 
Each Lender (and each Secured Affiliate by and through their affiliated
Lenders) and the Issuing Bank hereby irrevocably authorizes the Administrative
Agent to take such action on its behalf under the provisions of this Agreement
and the other Financing Documents and to exercise such powers and to perform
such duties hereunder and thereunder as are specifically delegated to or
required of the Administrative Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto.  The Administrative  Agent may perform any of its duties hereunder
by or through its agents or employees.



 56
 









Section 9.2                     Limitation of Duties of Administrative Agent.  The Administrative Agent shall have no duties
or responsibilities except those expressly set forth with respect to the
Administrative Agent in this Agreement and as specified in the other Financing
Documents.  Neither the Administrative
Agent nor any of the officers, directors, employees or agents of the
Administrative Agent shall be liable for any action taken or omitted by it as
such hereunder or in connection herewith, unless caused by its or their gross
negligence or willful misconduct.  The
duties of the Administrative Agent shall be mechanical and administrative in
nature; the Administrative Agent shall not have by reason of this Agreement a
fiduciary relationship in respect of any Lender; and nothing in this Agreement,
expressed or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of this Agreement except as
expressly set forth herein.


Section 9.3                     Lack of
Reliance on the Administrative Agent.


(a)           Independent
Investigation. 
Independently and without reliance upon the Administrative  Agent, each Lender, to the extent it deems
appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Credit Parties in
connection with the taking or not taking of any action in connection herewith,
and (ii) its own appraisal of the creditworthiness of the Credit Parties, and,
except as expressly provided in this Agreement, and the other Financing
Documents, the Administrative Agent shall have no  responsibility, either initially or on a
continuing basis, to provide any Lender with any credit or other information
with respect thereto, whether coming into its possession before the
consummation of the transactions contemplated herein or at any time or times
thereafter.


(b)           Administrative
Agent Not Responsible. 
The Administrative Agent shall not be responsible to any Lender or the
Issuing Bank for any recitals, statements, information, representations or
warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity,
enforceability, collectibility, priority or sufficiency of this Agreement, the
Letters of Credit or the other Financing Documents or the financial condition
of any Credit Party or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of this
Agreement or the other Financing Documents, or the financial condition of any
Credit Party, or the existence or possible existence of any Default or Event of
Default.


Section 9.4                     Certain Rights of the Administrative Agent.  If the Administrative Agent shall request
instructions from the Required Lenders with respect to any act or action (including
the failure to act) in connection with this Agreement and the other Financing
Documents, the Administrative Agent shall be entitled to refrain from such act
or taking such action unless and until the Administrative Agent shall have
received instructions from the Required Lenders; and the Administrative Agent
shall not incur liability to any Person by reason of so refraining.  Without limiting the foregoing, no Lender
shall have any right of action whatsoever against the Administrative Agent as a
result of the Administrative Agent acting or refraining from acting under this
Agreement and the other Financing Documents in accordance with the instructions
of the Required Lenders, or, to the extent required by Section 10.2, all
of the Lenders.



 57
 









Section 9.5                     Reliance by Administrative Agent.  The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, statement, certificate, telex, teletype or telecopier
message, cablegram, radiogram, order or other documentary teletransmission or
telephone message believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person. 
The Administrative Agent may consult with legal counsel (including
counsel for any Credit Party), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts.


Section 9.6                     Indemnification of Administrative Agent.  To the extent the Administrative Agent is not
reimbursed and indemnified by the Credit Parties, each Lender will reimburse
and indemnify the Administrative Agent on a pro-rata basis, for and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including reasonable counsel fees and
disbursements) or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against the Administrative Agent in
performing its duties hereunder, in any way relating to or arising out of this
Agreement and by reason of the ordinary negligence of the Administrative Agent;
provided, that, no Lender shall be liable to the Administrative
Agent  for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from, as to the
Administrative Agent, the Administrative Agent’s gross negligence or willful
misconduct.


Section 9.7                     Administrative Agent in its Individual Capacity.  With respect to its obligations under this
Agreement and the Revolving Credit Loans made by it, the Administrative Agent
shall have the same rights and powers hereunder as any other Lender and may
exercise the same as though it were not performing the duties, if any,
specified herein; and the terms “Lenders,” “Required Lenders,” or any similar
terms shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity.  The Administrative Agent may accept deposits
from, lend money to, and generally engage in any kind of banking, trust,
financial advisory or other business with any Credit Party or any Affiliate of
any Credit Party as if it were not performing the duties, if any, specified
herein, and may accept fees and other consideration from any Credit Party for
services in connection with this Agreement and otherwise without having to
account for the same to the Lenders.


Section 9.8                     Successor
Administrative Agent.


(a)           Administrative
Agent Resignation.  The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders, the Issuing Bank and Borrower and may be removed at any time with
or without cause by the Required Lenders. 
Upon any such resignation or removal, the Required Lenders shall have
the right, upon five days’ notice to Borrower, to appoint a successor
Administrative Agent (to act in the same capacity as the resigning or removed
Administrative Agent), subject to the approval of Borrower, such approval not
to be unreasonably withheld.  If no
successor Administrative Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within thirty (30) days
after the retiring Administrative Agent’s giving of notice of resignation or
the Required Lenders’ removal of the retiring Administrative Agent, then, upon
five days’ notice to Borrower, the



 58
 









retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent (subject to approval of
Borrower, such approval not to be unreasonably withheld), which shall be a bank
which maintains an office in the United States, or a commercial bank organized
under the laws of the United States of America or of any State thereof, or any
Affiliate of such bank, having a combined capital and surplus of at least
$250,000,000.


(b)           Rights,
Powers, etc.  Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement.  After any retiring Administrative Agent’s
resignation or removal hereunder as Administrative Agent, the provisions of
this Article 9 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was an Administrative Agent under this
Agreement.


ARTICLE 10

MISCELLANEOUS


Section 10.1                   Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including, telecopy
or similar teletransmission or writing) and shall be given to such party at its
address or telecopy number set forth on the signature pages hereof or such
other address or telecopy number as such party may hereafter specify by notice
to the Administrative Agent and Borrower. 
Each such notice, request or other communication shall be effective (a)
if given by mail, 72 hours after such communication is deposited in the mails
with first class postage prepaid, addressed as aforesaid, or (b) if given by
any other means (including, but not limited to, by air courier), when delivered
at the address specified in this Section 10.1; provided, that,
notices to the Administrative Agent shall not be effective until actually
received.  Any notice to be given to
Borrower or to all Credit Parties pursuant to this Agreement or any of the
other Financing Documents may be given to Borrower or to any other Credit
Party, and if given to Borrower or to any Credit Party in the manner set forth
in this Section 10.1, such notice shall be deemed to be effective notice
to all Credit Parties for purposes of this Agreement.


Section 10.2                   Amendments and Waivers.  Neither this Agreement nor any other
Financing Document, nor any terms hereof or thereof, may be amended,
supplemented or modified except in accordance with the provisions of this Section
10.2.  The Required Lenders may, or,
with the written consent of the Required Lenders, the Administrative Agent
shall, from time to time, (x) enter into with the Credit Parties, written
amendments, supplements or modifications hereto and to the other Financing
Documents to which they are a party for the purpose of adding any provisions to
this Agreement or to the other Financing Documents or changing in any manner
the rights or obligations of the Lenders or the Credit Parties hereunder or
thereunder or (y) waive at a Credit Party’s request, on such terms and
conditions as the Required Lenders or the Administrative Agent, as the case may
be, may specify in such instrument, any of the requirements of this Agreement
or the other Financing Documents to which such Credit Party is a party or any
Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall:



 59
 









(a)           reduce the amount or extend the
scheduled date of maturity of any Revolving Credit Loan or any Reimbursement
Obligation or of any scheduled installment thereof or reduce the stated rate of
any interest or fee payable hereunder or extend the scheduled date of any
payment thereof  or modify any provision
that provides for the ratable sharing by the Lenders of any payment or
prepayment of  Lender Indebtedness to
provide for a non-ratable sharing thereof or extend the expiration date of any
Lender’s Revolving Credit Commitment or amend, modify or waive any provision of
Section 2.19, in each case without the prior written consent of each
Lender directly affected thereby;


(b)           change the currency in which any
Revolving Credit Loan or Reimbursement Obligation is payable or amend, modify
or waive any provision of this Section 10.2 or reduce the percentage
specified in the definition of Required Lenders, or increase the amount of any
Lender’s Revolving Credit Commitment, in each case without the written consent
of all of the Lenders;


(c)           release any substantial part of the
Collateral, without the written consent of all of the Lenders, except as
expressly permitted hereby;


(d)           amend, modify or waive (i) any Letter
of Credit Liability without the written consent of the Issuing Bank or (ii) any
Letter of Credit without the consent of each Lender if such Letter of Credit,
after giving effect to such amendment, modification or waiver, would no longer
satisfy the requirements hereof if such Letter of Credit was being issued ab initio at such time, provided, that,
in all cases other than clauses (i) or (ii), only the consent of the Issuing
Bank shall be required to amend, modify or waive any Letter of Credit;


(e)           waive any default in the payment of
principal or interest hereunder without the written consent of all of the
Lenders; or


(f)            amend, modify or waive any provision
of Article 9 without the written consent of the Administrative Agent.


Any waiver and any amendment, supplement or
modification pursuant to this Section 10.2 shall apply to each of the
Lenders and shall be binding upon each Credit Party, the Lenders, and the
Administrative Agent.  In the case of any
waiver, the Credit Parties, the Lenders and the Administrative Agent shall be
restored to their former position and rights hereunder and under the other
Financing Documents, and any Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default,
or impair any right consequent thereon.


Section 10.3                   No Waiver; Remedies Cumulative.  No failure or delay on the part of any Credit
Party or the Administrative Agent or any Lender in exercising any right or
remedy under this Agreement or any other Financing Document to which it is a
party and no course of dealing between any Credit Party and the Administrative
Agent or any Lender shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy under this Agreement or any other
Financing 



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Document preclude any other or further exercise thereof or the exercise
of any other right or remedy under this Agreement or any other Financing
Document.  The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies
which any Credit Party, the Administrative Agent or any Lender would otherwise
have.  No notice to or demand on any
Credit Party not required under this Agreement or any other Financing Document
in any case shall entitle any Credit Party to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights
of the Administrative Agent or the Lenders to any other or further action in
any circumstances without notice or demand.


Section 10.4                   Payment of Expenses, Indemnities, etc.  Borrower and Parent agree to (and shall be
jointly and severally liable for):


(a)           Expenses.  Whether or not the transactions hereby contemplated
are consummated, pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent and the Issuing Bank in the administration (both before
and after the execution hereof and including advice of counsel for the
Administrative Agent as to the rights and duties of the Administrative Agent
and the Lenders with respect thereto) of, and in connection with the
preparation, execution, syndication and delivery of, recording or filing of,
any amendment, waiver or consent under, preservation of rights under,
enforcement of, and, during the continuance of a Default, renegotiation or
restructuring of this Agreement and the other Financing Documents (including,
but not limited to, the reasonable fees and disbursements of counsel for the
Administrative Agent and, after Default, for any of the Lenders, in the case of
Lenders, incurred with respect to any such preservation of rights under,
enforcement of, renegotiation or restructuring of this Agreement and the other
Financing Documents) and promptly reimburse the Administrative Agent for all
amounts expended, advanced, or incurred by the Administrative Agent or the
Lenders to satisfy any obligation of any Credit Party under this Agreement or
any other Financing Document;


(b)           INDEMNIFICATION.  INDEMNIFY THE ADMINISTRATIVE AGENT, THE
ISSUING BANK AND EACH LENDER, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, REPRESENTATIVES, AGENTS AND AFFILIATES FROM, HOLD EACH OF THEM
HARMLESS AGAINST, AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR,
ANY AND ALL ACTIONS, SUITS, PROCEEDINGS (INCLUDING ANY INVESTIGATIONS,
LITIGATION OR INQUIRIES), CLAIMS, COSTS, LOSSES, LIABILITIES, DAMAGES OR
EXPENSES OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE INCURRED BY OR ASSERTED
AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS DESIGNATED A
PARTY THERETO) AS A RESULT OF, ARISING OUT OF OR IN ANY WAY RELATED TO (i) ANY
ACTUAL OR PROPOSED USE BY BORROWER OF THE PROCEEDS OF ANY OF THE REVOLVING
CREDIT LOANS; OR (ii) ANY OTHER ASPECT OF THIS AGREEMENT AND THE FINANCING
DOCUMENTS, INCLUDING, BUT NOT LIMITED TO, THE REASONABLE FEES AND DISBURSEMENTS
OF COUNSEL (INCLUDING ALLOCATED COSTS OF INTERNAL COUNSEL) AND ALL OTHER
EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND
ANY SUCH 



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ACTION, SUIT, PROCEEDING
(INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES) OR CLAIM, AND INCLUDING
ALL ACTIONS, SUITS, PROCEEDINGS (INCLUDING ANY INVESTIGATIONS, LITIGATION OR
INQUIRIES), CLAIMS, COSTS, LOSSES, LIABILITIES, DAMAGES OR EXPENSES ARISING BY
REASON OF ORDINARY NEGLIGENCE OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND
EACH LENDER, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES, AGENTS AND AFFILIATES; PROVIDED, HOWEVER, THE
PROVISIONS OF THIS Section 10.4(b) SHALL NOT APPLY TO ANY ACTION, SUITS,
PROCEEDINGS (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES), CLAIMS,
COSTS, LOSSES, LIABILITIES, DAMAGES, OR EXPENSES TO THE EXTENT, BUT ONLY TO THE
EXTENT, CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY
SEEKING INDEMNIFICATION; AND


(c)           ENVIRONMENTAL
INDEMNIFICATION.  INDEMNIFY
AND HOLD HARMLESS FROM TIME TO TIME THE ADMINISTRATIVE AGENT, THE ISSUING BANK,
EACH LENDER, AND THE RESPECTIVE DIRECTORS, OFFICERS, COUNSEL, EMPLOYEES,
AGENTS, AFFILIATES,  SUCCESSORS AND
ASSIGNS OF EACH OF THE FOREGOING FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND
LIABILITIES (WHICH RELATE TO OR ARISE AS A RESULT OF THE REVOLVING CREDIT
LOANS, THE LETTERS OF CREDIT OR ANY FINANCING DOCUMENT) TO WHICH ANY SUCH
PERSON MAY BECOME SUBJECT AND INCLUDING ANY AND ALL LOSSES, CLAIMS, COST
RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES
(WHICH IN EACH CASE ARISE AS A RESULT OF OR IN CONNECTION WITH THE REVOLVING
CREDIT LOANS, THE LETTERS OF CREDIT OR ANY FINANCING DOCUMENT) ARISING BY
REASON OF THE ORDINARY NEGLIGENCE OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK
AND THE LENDERS, AND THE RESPECTIVE DIRECTORS, OFFICERS, COUNSEL, EMPLOYEES,
AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS OF EACH OF THE FOREGOING (i) UNDER
ANY ENVIRONMENTAL LAW APPLICABLE TO ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE
PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE TREATMENT OR DISPOSAL OF
HAZARDOUS SUBSTANCES ON ANY OF THEIR RESPECTIVE PROPERTIES, (ii) AS A RESULT OF
THE BREACH OR NON-COMPLIANCE BY ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES
WITH ANY ENVIRONMENTAL LAW APPLICABLE TO SUCH CREDIT PARTY, (iii) DUE TO PAST
OWNERSHIP BY ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES OF ANY OF THEIR
RESPECTIVE PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR RESPECTIVE PROPERTIES
WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT
LIABILITY, (iv) ARISING FROM, DUE TO, OR AS A RESULT OF, THE PRESENCE, USE,
RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS



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SUBSTANCES ON OR AT ANY OF THE
PROPERTIES OWNED OR OPERATED BY ANY CREDIT PARTY, OR (v) ARISING FROM, DUE TO,
OR AS A RESULT OF, ANY OTHER ENVIRONMENTAL CONDITION OR ANY ENVIRONMENTAL LAW
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT; PROVIDED,
HOWEVER, NO INDEMNITY OR HOLD HARMLESS SHALL BE AFFORDED UNDER THIS Section
10.4(c) (A) IN RESPECT OF ANY PROPERTY FOR ANY LOSSES, CLAIMS, COST
RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES
ARISING PRIMARILY FROM THE ACTS OR OMISSIONS OF THE ADMINISTRATIVE AGENT OR ANY
LENDER OR THEIR SUCCESSORS OR ASSIGNS DURING THE PERIOD AFTER WHICH SUCH
PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED ACTUAL PHYSICAL
POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF
FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE) AND (B) FOR ANY LOSSES,
CLAIMS, COST RECOVERY ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES
AND LIABILITIES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE PARTY SEEKING INDEMNIFICATION; AND


(d)           ENVIRONMENTAL WAIVER.  WITHOUT LIMITING THE FOREGOING PROVISIONS,
EACH OF BORROWER AND PARENT HEREBY DOES WAIVE, RELEASE AND COVENANT NOT TO
BRING AGAINST ANY OF THE PERSONS INDEMNIFIED IN THIS SECTION 10.4 ANY
DEMAND, CLAIM, COST RECOVERY ACTION OR LAWSUIT THEY MAY NOW OR HEREAFTER HAVE
OR ACCRUE (WHICH ARISE AS A RESULT OF THE REVOLVING CREDIT LOANS, THE LETTERS
OF CREDIT OR ANY FINANCING DOCUMENT) ARISING FROM (i) ANY ENVIRONMENTAL LAW NOW
OR HEREAFTER ENACTED (INCLUDING THOSE APPLICABLE TO ANY CREDIT PARTY) UNLESS
THE ACTS OR OMISSIONS OF ANY SUCH INDEMNIFIED PERSON OR THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS ARE THE PRIMARY CAUSE OF THE CIRCUMSTANCES GIVING RISE
TO SUCH DEMAND, CLAIM, COST RECOVERY ACTION OR LAWSUIT, (ii) THE PRESENCE, USE,
RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON OR AT ANY OF
THE PROPERTIES OWNED OR OPERATED BY ANY CREDIT PARTY UNLESS THE ACTS OR
OMISSIONS OF ANY SUCH INDEMNIFIED PERSON OR THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS ARE THE PRIMARY CAUSE OF THE CIRCUMSTANCES GIVING RISE TO SUCH DEMAND,
CLAIM, COST RECOVERY ACTION OR LAWSUIT, OR (iii) THE BREACH OR NON-COMPLIANCE
BY ANY CREDIT PARTY WITH ANY ENVIRONMENTAL LAW OR ENVIRONMENTAL COVENANT
APPLICABLE TO ANY CREDIT PARTY, UNLESS THE ACTS OR OMISSIONS OF SUCH
INDEMNIFIED PERSON OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ARE THE PRIMARY
CAUSE OF THE CIRCUMSTANCES GIVING RISE TO SUCH DEMAND, CLAIM, COST RECOVERY
ACTION OR LAWSUIT.



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If and to the extent that the obligations of Borrower
and Parent under this Section 10.4 are unenforceable for any reason,
Borrower and Parent hereby agree to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under
applicable law.  Borrower’s  and Parent’s obligations under this Section
10.4 shall survive any termination of this Agreement and the payment of the
Revolving Credit Loans.


Section 10.5                   Right of Setoff.  In addition to, and not in limitation of, all
rights of offset that any Lender or the Issuing Bank may have under applicable
law, each Lender or other holder of any other Lender Indebtedness, shall, upon
the occurrence of any Event of Default and at any time during the continuance
thereof and whether or not such Lender, the Issuing Bank or such holder has
made any demand or Borrower’s obligations are matured, have the right at any
time and from time to time, without notice to any Credit Party (any such notice
being expressly waived by each Credit Party a party hereto) to set-off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by any Lender
or the Issuing Bank to or for the credit or the account of any Credit Party
against any and all of the Lender Indebtedness owing to such Lender or the
Issuing Bank then outstanding, subject to the provisions of Section 2.19.


Section 10.6                   Benefit of Agreement.  This Agreement and the other Financing
Documents shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto, provided,
that, neither Borrower nor Parent may assign or transfer any of its
interest hereunder or thereunder without the prior written consent of each
Lender.


Section 10.7                   Successors
and Assigns; Participations and Assignments.


(a)           The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit), except that no Credit Party
a party hereto may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by any such Credit Party without such consent
shall be null and void).  Except as
otherwise expressly provided herein, nothing in this Agreement shall be
construed to confer upon any Person (other than the parties hereto, and their
respective successors and assigns permitted hereby) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


(b)           Any Lender may assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Revolving Credit Commitments and the
Revolving Credit Loans at the time owing to it); provided, that,
(i) except in the case of an assignment to a Lender or a Lender Affiliate or an
assignment by a Lender in connection with the sale of all or substantially all
of the assets of such Lender, Borrower and the Administrative Agent (and, in
the case of an assignment of all or a portion of a Revolving Credit Commitment
or any Lender’s obligations in respect of its Revolving Credit Exposure, the
Issuing Bank which has outstanding a Letter of Credit) must give their prior
written consent to such assignment (which consent shall not be unreasonably
withheld), (ii) except in the case of an 



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assignment to a Lender or a Lender Affiliate or an
assignment of the entire remaining amount of the assigning Lender’s Revolving
Credit Commitment, the amount of the Revolving Credit Commitment of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of Borrower
and the Administrative Agent otherwise consent, (iii) each partial assignment
shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement, (iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500,
except in the case of an assignment to a Lender Affiliate, in which case no
processing and recordation fee shall be payable, and (v) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire in a form supplied by the Administrative Agent;
and provided  further  that any consent of Borrower
otherwise required under this Section 10.7(b) shall not be required if
an Event of Default has occurred and is continuing.  Notwithstanding the foregoing, at no time
shall the aggregate amount of the Administrative Agent’s share, as a Lender, of
the Revolving Credit Commitments be less than any other Lender’s share of the
Revolving Credit Commitments.  Subject to
acceptance and recording thereof pursuant to Section 10.7(d), from and
after the effective date specified in each Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of
a Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Section 2.17, Section
2.19, Section 2.21 and Section 10.4).  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this Section
10.7(b) shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with Section
10.7(e).


(c)           The Administrative Agent, acting for
this purpose as an agent of Borrower, shall maintain at one of its offices in
Chicago, Illinois a copy of each Assignment and Acceptance delivered to it and
a register for the recordation of the names and addresses of the Lenders, and
the Revolving Credit Commitment of, and principal amount of the Revolving
Credit Loans and Reimbursement Obligations owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and Borrower, the Administrative Agent, the Issuing Bank and the
Lenders may treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by Borrower, the Issuing
Bank and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.


(d)           Upon its receipt of a duly completed
Assignment and Acceptance executed by an assigning Lender and an assignee, the
assignee’s completed 



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Administrative Questionnaire in a form supplied by the
Administrative Agent (unless the assignee shall already be a Lender hereunder),
the processing and recordation fee referred to in Section 10.7(b) and
any written consent to such assignment required by Section 10.7(b), the
Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register. 
No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this Section 10.7(d).


(e)           Any Lender may, without the consent
of any Credit Party, the Administrative Agent or the Issuing Bank, sell
participations to one or more banks or other entities (a “Participant”) in all or a portion of
such Lender’s rights and obligations under this Agreement (including all or a
portion of its Revolving Credit Commitment and the Revolving Credit Loans and
Reimbursement Obligations owing to it); provided  that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) each Credit Party, the Administrative
Agent, the Issuing Bank and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.  Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided, that, such agreement or instrument
may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in Section 10.2(a)
or Section 10.2(b) that affects such Participant.  Subject to this Section 10.7(e), each
Credit Party a party hereto agrees that each Participant shall be entitled to
the benefits of Section 2.16, Section 2.18 and Section 2.20
to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 10.7(b). 
To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 10.5 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.19 as though it were
a Lender.


(f)            A Participant shall not be entitled
to receive any greater payment under Section 2.18 or Section 2.20
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the
participation to such Participant is made with Borrower’s prior written
consent.  A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of Section
2.20 unless Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of Borrower, to comply
with Section 2.20(f) as though it were a Lender.


(g)           Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section
10.7 shall not apply to any such pledge or assignment of a security
interest; provided, that, no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.



 66















(h)           Each Credit Party a party hereto
authorizes each Lender to disclose to any participant or assignee (each, a “Transferee”) and any prospective
Transferee any and all information in such Lender’s possession concerning such
Credit Party and their Affiliates which has been delivered to such Lender by or
on behalf of such Credit Party pursuant to this Agreement or which has been
delivered to such Lender by or on behalf of such Credit Party in connection
with such Lender’s credit evaluation of the Credit Parties and their Affiliates
prior to becoming a party to this Agreement. 
No assignment or participation made or purported to be made to any
Transferee shall be effective without the prior written consent of Borrower if
it would require it to make any filing with any Governmental Authority or
qualify any Revolving Credit Loan under the laws of any jurisdiction, and
Borrower shall be entitled to request and receive such information and
assurances as it may reasonably request from any Lender or any Transferee to
determine whether any such filing or qualification is required or whether any
assignment or participation is otherwise in accordance with applicable law.


Section 10.8                   Governing
Law; Submission to Jurisdiction; etc.


(a)           Governing
Law.  This Agreement and the
rights and obligations of the parties hereunder shall be construed in
accordance with and be governed by the laws of the State of New York and, to
the extent controlling, laws of the United States of America.


(b)           Submission
to Jurisdiction.  Any
legal action or proceeding with respect to this Agreement or the other
Financing Documents may be brought in the courts of the State of New York or of
the United States of America for the Southern District of New York, and, by
execution and delivery of this Agreement, each Credit Party a party hereto
hereby accepts for itself and in respect of its Property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts.  Each Credit Party a party hereto hereby
irrevocably waives any objection, including, but not limited to, any objection
to the laying of venue or based on the grounds of Forum Non Conveniens, which
it may now or hereafter have to the bringing of any such action or proceeding
in such respective jurisdictions.


(c)           Waiver
of Jury Trial.  To the
maximum extent allowed by applicable law, each Credit Party a party hereto, the
Administrative Agent, the Issuing Bank and the Lenders (i) irrevocably and
unconditionally waive trial by jury in any legal action or proceeding relating
to any Financing Document and for any counterclaim therein; (ii) irrevocably
waive any right it may have to claim or recover in any such litigation any
special, exemplary, punitive or consequential damages, or damages other than,
or in addition to, actual damages; (iii) certify that no party hereto nor any
representative or counsel for any party hereto has represented, expressly or
otherwise, or implied that such party would not, in the event of litigation,
seek to enforce the foregoing waivers; and (iv) acknowledge that it has been
induced to enter into this Agreement, the other Financing Documents and the
transactions contemplated hereby and thereby based upon, among other things,
the mutual waivers and certifications contained in this Section 10.8.



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(d)           Service
of Process.  Nothing
herein shall affect the right of the Administrative Agent or any Lender to
serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against any Credit Party in any other
jurisdiction.


Section 10.9                   Independent Nature of Lenders’ Rights.  The amounts payable at any time hereunder to
each Lender shall be a separate and independent debt, and each Lender shall be
entitled to protect and enforce its rights arising out of this Agreement, and
it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.


Section 10.10                 Invalidity.  In the event that any one or more of the
provisions contained in this Agreement or in any other Financing Document
shall, for any reason, be held invalid, illegal or unenforceable in any
respect, (a) each Credit Party a party hereto agrees that such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement or any other Financing Document and (b) each Credit Party a party
hereto and the Administrative Agent (acting on behalf and at the direction of
the Lenders) will negotiate in good faith to amend such provision so as to be
legal, valid, and enforceable.


Section 10.11                 Renewal, Extension or Rearrangement.  All provisions of this Agreement and of any
other Financing Documents relating to Lender Indebtedness shall apply with
equal force and effect to each and all promissory notes hereafter executed
which in whole or in part represent a renewal, extension for any period,
increase or rearrangement of any part of the Lender Indebtedness.


Section 10.12                 Interest.  It is the intention of the parties hereto to
conform strictly to usury laws applicable to the Administrative Agent, the
Issuing Bank and the Lenders (collectively, the “Financing Parties”). 
Accordingly, if the transactions contemplated hereby would be usurious
as to any Financing Party under laws applicable to it, then, notwithstanding
anything to the contrary in this Agreement or in any other Financing Document
or agreement entered into in connection with the transactions contemplated
hereunder or as security for any Revolving Credit Loan, it is agreed as
follows:  (a) the aggregate of all
consideration which constitutes interest under law applicable to any Financing
Party that is contracted for, taken, reserved, charged or received by such
Financing Party under this Agreement or under any of such other Financing
Documents or agreements or otherwise in connection with the transactions
contemplated hereunder shall under no circumstances exceed the maximum amount
allowed by such applicable law, (b) in the event that the maturity of any
Revolving Credit Loans is accelerated for any reason, or in the event of any
required or permitted prepayment, then such consideration that constitutes
interest under law applicable to any Financing Party may never include more
than the maximum amount allowed by such applicable law, and (c) excess
interest, if any, provided for in this Agreement or otherwise in connection
with the transactions contemplated hereunder shall be canceled automatically by
such Financing Party and, if theretofore paid, shall be credited by such
Financing Party on the principal amount of Borrower’s Indebtedness to such
Financing Party (or, to the extent that the principal amount of Borrower’s
Indebtedness to such Financing Party shall have been or would thereby be paid
in full, refunded by such Financing Party to Borrower).  The right to accelerate the maturity of any
Revolving Credit Loans does not include the right to accelerate any interest
which has not



 68
 









otherwise accrued on the date of such acceleration, and the Financing
Parties do not intend to collect any unearned interest in the event of
acceleration.  All sums paid or agreed to
be paid to the Financing Parties for the use, forbearance or detention of sums
included in the Lender Indebtedness shall, to the extent permitted by law
applicable to such Financing Party, be amortized, prorated, allocated and
spread throughout the full term of any Revolving Credit Loans until payment in
full so that the rate or amount of interest on account of the Lender
Indebtedness does not exceed the applicable usury ceiling, if any.  As used in this Section 10.12, the
terms “applicable law” or “laws applicable to any Financing Party” shall mean
the law of any jurisdiction whose laws may be mandatorily applicable
notwithstanding other provisions of this Agreement, or law of the United States
of America applicable to any Financing Party and the transactions contemplated
hereunder which would permit such Financing Party to contract for, charge,
take, reserve or receive a greater amount of interest than under such
jurisdiction’s law.


Section 10.13                 Entire Agreement.  This Agreement and the other Financing
Documents embody the entire agreement and understanding between or among the
Administrative Agent, the Issuing Bank or the Lenders and the other respective
parties hereto and thereto and supersede all prior agreements and
understandings between or among such parties relating to the subject matter
hereof and thereof and may not be contradicted by evidence of prior,
contemporaneous agreements of the parties. 
There are no unwritten oral agreements between or among the parties.


Section 10.14                 Attachments.  The exhibits, schedules and annexes attached
to this Agreement are incorporated herein and shall be considered a part of
this Agreement for the purposes stated herein, except that in the event of any
conflict between any of the provisions of such exhibits and the provisions of
this Agreement, the provisions of this Agreement shall prevail.


Section 10.15                 Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original but all of
which shall together constitute one and the same instrument.


Section 10.16                 Survival of Indemnities.  The obligations of each Credit Party a party
hereto under Section 2.16 , Section 2.18, Section 2.20 and
Section 10.4 shall survive the payment in full of the Revolving Credit
Loans and the Letter of Credit Liabilities.


Section 10.17                 Headings Descriptive.  The headings of the several sections and
subsections of this Agreement, and the table of contents, are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.


Section 10.18                 Satisfaction Requirement.  If any agreement, certificate, instrument or
other writing, or any action taken or to be taken, is by the terms of this
Agreement required to be satisfactory to any party, the determination of such
satisfaction shall be made by such party in its sole and exclusive judgment
exercised reasonably and in good faith.


Section 10.19                 Exculpation Provisions.  Each of the parties hereto specifically
agrees that it has a duty to read this Agreement and the other Financing
Documents and agrees that it is



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charged with notice and knowledge of the terms of this Agreement and
the other Financing Documents; that it has in fact read this Agreement and is
fully informed and has full notice and knowledge of the terms, conditions and
effects of this Agreement; that it has been represented by legal counsel of its
choice throughout the negotiations preceding its execution of this Agreement
and the other Financing Documents; and has received the advice of its attorneys
in entering into this Agreement and the other Financing Documents; and that it
recognizes that certain of the terms of this Agreement and the other Financing
Documents result in one party assuming the liability inherent in some aspects
of the transactions contemplated hereunder and relieving the other party of its
responsibility for such liability.  Each
party hereto agrees and covenants that it will not contest the validity or
enforceability of any exculpatory provision of this Agreement and the other
Financing Documents on the basis that the party had no notice or knowledge of
such provision or that the provision is not “conspicuous.”


Section 10.20                 Secured Affiliate.  For purposes of this Agreement and all other
Financing Documents (other than applicable Hedging Agreements or Cash
Management Agreements), if a Secured Affiliate of a Lender has entered into one
or more Hedging Agreements or Cash Management Agreements with any Credit Party,
then to the extent that such Secured Affiliate has rights against or is owed
obligations by (or if the affiliated Lender, rather than the Secured Affiliate,
were the counter-party to the applicable Hedging Agreement or Cash Management
Agreement, such rights or obligations that such Lender has) the Credit Parties
hereunder or under any other Financing Document (other than applicable Hedging
Agreements or Cash Management Agreements), such affiliated Lender shall be the
agent and attorney-in-fact for such Secured Affiliate with regard to any such
rights and obligations, or deemed rights and obligations, as if such Lender
were the counter-party to the applicable Hedging Agreement or Cash Management
Agreement including, but not limited to, the following:  (a) all distributions or payments in respect
of Collateral owing to such Secured Affiliate shall be distributed or paid to
such Lender, (b) all representations, statements or disclaimers made herein or
in any Financing Document by or to such Lender shall be deemed to have been
made by or to such Secured Affiliate, and (c) all obligations incurred by such
Lender that would have been incurred by the Secured Affiliate if it were a
party hereto (including, but not limited to, obligations under Section 9.6)
shall be the obligations of such Lender, and such Lender, as the agent and
attorney-in-fact of its Secured Affiliate, will make any and all payments owing
to the Administrative Agent with respect to such obligations or deemed
obligations of its Secured Affiliate. 
Each such Lender represents, 
warrants and covenants to and with the Administrative Agent that such
Lender has, or at all applicable times will have, full power and authority to
act as agent and attorney-in-fact for its Secured Affiliate.  Under no circumstance shall any Secured
Affiliate have any voting rights hereunder and the voting rights of any
affiliated Lender shall not be increased by virtue of the obligations owing to
any such Secured Affiliate.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]



 70















IN WITNESS WHEREOF, the parties hereto have caused
this instrument to be duly executed as of the date first above written.


	
  BORROWER:

  	
   

  	
  AVENTINE RENEWABLE ENERGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ David A. Riber

  
	
   

  	
   

  	
  Name: David A. Riber

  
	
   

  	
   

  	
  Title: Director of Finance

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  1300 South Second Street

  
	
   

  	
   

  	
   

  	
   

  	
  Pekin, Illinois 61554

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: _______________________________

  
	
   

  	
   

  	
   

  	
   

  	
  Telephone: 309-347-9385

  
	
   

  	
   

  	
   

  	
   

  	
  Telecopy: _______________________________

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PARENT:

  	
   

  	
  AVENTINE RENEWABLE ENERGY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ David A. Riber

  
	
   

  	
   

  	
  Name: David A. Riber

  
	
   

  	
   

  	
  Title: Director of Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  1300 South Second Street

  
	
   

  	
   

  	
   

  	
   

  	
  Pekin, Illinois 61554

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: _______________________________

  
	
   

  	
   

  	
   

  	
   

  	
  Telephone: 309-347-9385

  
	
   

  	
   

  	
   

  	
   

  	
  Telecopy: _______________________________

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ADMINISTRATIVE
  AGENT, ISSUING

  	
   

  	
   

  	
   

  	
   

  
	
  BANK
  AND THE LENDERS:

  	
   

  	
  JPMORGAN
  CHASE BANK, N.A., individually as a Lender, as the Issuing
  Bank and as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Nathan L. Bloch

  
	
   

  	
   

  	
  Name: Nathan L. Bloch

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  10 South Dearborn, Suite IL1-0173

  
	
   

  	
   

  	
   

  	
   

  	
  Chicago, Illinois 60670

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: Nathan Bloch

  
	
   

  	
   

  	
   

  	
   

  	
  Telephone: (312) 325-3094

  
	
   

  	
   

  	
   

  	
   

  	
  Telecopy: (312) 325-3077

  



 


 



 67















ANNEX
I


 




	
  Lender

  	
   

  	
  Revolving
  Credit

  Commitment

  	
   

  	
  Revolving
  Credit Percentage

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $30,000,000

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $30,000,000

  	
   

  	
  100%

  






 


 



 Annex I-1















EXHIBIT A

FORM OF BORROWING REQUEST


 



 A-1















EXHIBIT B

FORM OF REQUEST FOR LETTERS OF CREDIT


 



 B-1















EXHIBIT C

FORM OF ASSIGNMENT AND ACCEPTANCE


 



 C-1















EXHIBIT D


FORM OF
GUARANTY AND SECURITY AGREEMENT


 



 D-1















SCHEDULE
5.7


INVESTMENTS
AND GUARANTIES


	
  Investments as of the Closing
  Date

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Money Market Funds

  	
   

  	
   

  	
   

  
	
  JP Morgan Chase
  Prime Money Market Fund

  	
   

  	
  $

  	
  61,016,589

  	
   

  
	
  JP Morgan Chase
  Tax Free Money Market Fund

  	
   

  	
  $

  	
  4,547,056

  	
   

  
	
  Total Book Value
  of Money Market Investments

  	
   

  	
  $

  	
  65,563,645

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Municipal Bonds

  	
   

  	
   

  	
   

  
	
  Jefferson
  County, Alabama

  	
   

  	
  $

  	
  8,825,000

  	
   

  
	
  Arizona Student
  Loan Assn

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  Ohio Air Quality
  Development Assn

  	
   

  	
  $

  	
  1,775,000

  	
   

  
	
  Jefferson
  County, Alabama Sewer Bonds

  	
   

  	
  $

  	
  4,650,000

  	
   

  
	
  All Student Loan
  Corp

  	
   

  	
  $

  	
  14,200,000

  	
   

  
	
  Arizona Student
  Loan Assn

  	
   

  	
  $

  	
  6,700,000

  	
   

  
	
  Pennsylvania
  Higher Education

  	
   

  	
  $

  	
  12,100,000

  	
   

  
	
  Louisville Gas
  & Electric Bonds

  	
   

  	
  $

  	
  6,800,000

  	
   

  
	
  Educational
  Funding of the South

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Educational
  Funding of the South

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  New York
  Consolidated Edison

  	
   

  	
  $

  	
  7,000,000

  	
   

  
	
  Florida Power
  Corp.

  	
   

  	
  $

  	
  7,000,000

  	
   

  
	
  Methodist
  Healthcare Bonds

  	
   

  	
  $

  	
  7,000,000

  	
   

  
	
  Total Book Value
  of Municipal Bond Investments

  	
   

  	
  $

  	
  97,050,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Investments in Ethanol
  Marketing Alliance Partners

  	
   

  	
   

  	
   

  
	
  Heartland Grain
  Fuels

  	
   

  	
  $

  	
  0

  	
   

  
	
  Ace Ethanol, LLC

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Granite Falls
  Ethanol

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Total Book Value of
  Investments in Alliance Partners

  	
   

  	
  $

  	
  1,000,000

  	
   

  



 


Other Investments


Fluid Technologies                                                                                 This
investment has been written down to $0.


Guaranties of Indebtedness of
other Persons


Both Aventine Renewable Energy, Inc. and Aventine
Renewable Energy, LLC are guarantors of the outstanding Senior Secured Floating
Rate Notes due 2011 issued by Aventine Renewable Energy Holdings, Inc.  The outstanding balance of these notes totaled
$5,000,000 as of the Closing Date.


 



 Schedule 5.7-1















SCHEDULE
5.22


EMPLOYEE
MATTERS


Aventine Renewable Energy, Inc. is party to a
collective bargaining agreement with its ethanol plant employees in Pekin,
Illinois who are represented by the Paper Allied/Industrial Chemical and Energy
Workers International Union Local 6-662. 
The current bargaining agreement expires in June 2009.


 



 Schedule 5.22-1















SCHEDULE
7.2


EXISTING
INDEBTEDNESS


Guaranties


Both Aventine Renewable Energy, Inc. and Aventine
Renewable Energy, LLC are guarantors of the outstanding Senior Secured Floating
Rate Notes due 2011 issued by Aventine Renewable Energy Holdings, Inc.  The outstanding balance of these notes
totaled $5,000,000 as of the Closing Date.


 



 Schedule 7.2-1















SCHEDULE
7.3


LIENS


None.


 



 Schedule 7.31















SCHEDULE
7.10


AFFILIATE
DOCUMENTS


None.


 



 Schedule 7.10-1