Exhibit 10.1.3.


 


THIRD AMENDMENT


 


TO


 


LEASE AGREEMENT


 


AND


 


REAFFIRMATION OF GUARANTY


 


 


By and Among


 


The Indiana Port
Commission,


 


Aventine Renewable
Energy-Mt Vernon, LLC


 


And


 


Aventine Renewable Energy
Holdings, Inc.


 


 


 

















THIRD
AMENDMENT TO LEASE AGREEMENT

AND REAFFIRMATION OF GUARANTY


 


THIS THIRD AMENDMENT TO LEASE AGREEMENT AND REAFFIRMATION OF GUARANTY ("Third
Amendment") is made and entered into this
         day of
              ,
2007 among the INDIANA PORT COMMISSION, a
body corporate and politic existing under the laws of the State of Indiana (the "Commission"),  AVENTINE RENEWABLE ENERGY-MT VERNON, LLC a Delaware Limited
Liability Company ("Lessee", and together the "Parties")  and AVENTINE RENEWABLE ENERGY
HOLDINGS, INC. ("Guarantor").


RECITALS:


 


                                                A.                                   The Commission is charged with the management and
operation of the Ports of Indiana, including the Port of Indiana-Mount
Vernon, in Posey County, Indiana (the "Port").


 


                                                B.                                     The
Parties entered into a certain Lease Agreement dated October 31st,
2006 wherein the Commission did lease to Lessee a tract of real estate
consisting of approximately 116 acres, more
or less, located at the Port to be used and occupied by Lessee only for the operation
of a 200 million gallon ethanol production facility, including the production,
storage and shipment (by truck, railroad, barge, pipeline and other means of
transportation) of ethanol and ethanol related product and by products, and for related offices, storage tanks, storage
facilities and other facilities incidental to such activity (the "Original Lease Agreement").


 


                                                C.                                     Lessee
and the staff of the Commission each had substantial participation in the preparation of the Lease, which was executed by the
Office of the Attorney General and the Office of the Governor on January
19, 2007 and January 24, 2007 respectively.


 


                                                D.                                    The
Parties entered into a certain First Amendment to Lease Agreement and
Reaffirmation of Guaranty dated June 14th, 2007 and a Second
Amendment to Lease Agreement and Reaffirmation of Guaranty dated October 18th,
2007, collectively with the Original Lease Agreement referred to as the "Lease".


 


                                                E.                                      The
Lease provides that Lessee shall construct a facility that will produce 220
million gallons of denatured ethanol which equals 721,600 tons of ethanol and
685,053 tons of Distillers Dried Grain (DDG) annually ("the Project").


 


                                                F.                                      The
Lease provides that the Project will be constructed in two Phases, (110 million
gallons each)  and
established certain substantial completion dates, production dates, and Minimum
Guaranteed Wharfage quantities, for each phase.


 


                                                G.                                     Lessee
advised the Commission on October 25, 2007 of certain current Adverse Economic
Conditions (as defined below) which adversely impact the January 1, 2010
substantial completion and production date of Phase II as stated in Section
4.01 (b)(ii) of the  Lease. Said Adverse
Economic Conditions are the basis for Aventine's request for this Third
Amendment and the deferral of the completion and production date for Phase II
as presently stated in the Lease.


 





















 


                                                H.                                    Notwithstanding
the deferral of the completion and production date granted herein, Lessee
reaffirms its obligations under the Lease to build a 220 million gallon
facility pursuant to the terms of the Lease, as hereafter amended.


 


                                                I.                                         Guarantor
is joining in the execution of this Third Amendment solely for purposes of
consenting to all provisions of this Amendment and ratifying, confirming and
reaffirming its obligations under that
certain Lease Guaranty dated as of October 31, 2006 (the "Lease Guaranty").


 


                                                J.                                        The Lessee, the Commission and Guarantor have each
had substantial participation in the preparation of this Third Amendment
which shall become effective upon execution by the Parties.


 


                                                K.                                    At
a properly convened public meeting, the Commission has duly approved the
execution and delivery of this Third Amendment by its duly authorized officers.


 


                        NOW, THEREFORE, in consideration of the
foregoing premises, the mutual undertakings
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby
acknowledged, the Commission, Lessee and Guarantor (solely for purposes
of its agreement to the provisions of Paragraph 9 below) hereby agree as
follows:


 


                                                1.                                       Immediately
following the signature page of this Amendment is the Addendum of State
required contract provisions previously executed by the Parties.  The Parties reaffirm the covenants and
affirmations contained in said Addendum and incorporate the same into this Third
Amendment.


 


                                                2.                                       Section
4.01 (b) of the Lease shall be deleted in its entirety and replaced by the
following:


 


(b)                               Lessee
commenced construction of Phase One of the Project on or before September 24,
2007 (the "Construction Date").  For purposes hereof, "Commence Construction" means the presence of contractors on the Leased
Premises performing excavation work
beyond clearing of the site after Lessee has obtained all required building
permits.  Lessee shall cause substantial
completion of Phase One of the Project with a capacity of 110 million
gallons of ethanol and the commencement of production
of ethanol from Phase One (other than for the purposes of testing operations) to occur on or before March 1, 2009.


 


                                                3.                                       Section
4.01(c) of the Lease shall be deleted in its entirety and replaced by the
following:


 


(c)                                  Lessee
shall cause substantial completion of Phase Two of the Project with a capacity
of an additional 110 million gallons of ethanol and the commencement of
production of ethanol from Phase Two (other than for the purposes of testing operations)
to occur on or before January 1, 2011. 
Provided, however, and conditioned upon there not being an Event of
Default by Lessee existing at the time Lessee provides the respective notice
set forth 


 


2

















 


 


below, Lessee shall have
the option to extend said date for two (2) consecutive one (1) year periods
(each, an "Extension Option") by giving
written notice to the Commission that the Adverse Economic Conditions continue
on the date of such notice. Written notice of Lessee's exercise of each
Extension Option shall be given to the Commission on or before July 20, 2010 to
exercise the first Extension Option and July 20, 2011 to exercise the second
Extension Option.  The determination of
whether Adverse Economic Conditions continue to exist on the date of such
notice shall be based on the public filings made by Aventine Renewable Energy
Holdings, Inc. ("AREH")
with the Securities and Exchange Commission ("SEC")
for the two (2) calendar quarters (i.e. a calendar quarter being the period of
January through March, April through June, July through September and October
through December of each calendar year) immediately preceding the date of such
notice.  For example, if Lessee provides
a notice on July 20, 2010 to exercise the first Extension Option, the existence
of Adverse Economic Conditions will be determined from AREH's filings with the
SEC from the first and second calendar quarters of 2010.


 


"Adverse Economic Conditions" Adverse Economic
Conditions exist when Gross Profit is less than $.30 per gallon, and such
conditions exist for two consecutive calendar quarters.


 


Definitions:


 


"Gross Profit":  Gross Profit is profit (excluding
depreciation and inventory change) from AREH's and its subsidiaries'
production business; which is determined by the Commodity Spread less Conversion
Cost less Freight.


 


"Commodity Spread":  Commodity Spread is the price of ethanol less
Net Cost of Corn.


 


"Net Cost of Corn": 
Net Cost of Corn is the price of corn used to produce a gallon of
ethanol less the revenue from the co-products and by-products in the production
of ethanol.


 


"Conversion Cost:
 Conversion Cost is the cost of
production (natural gas, enzymes, some labor, maintenance, etc.)


 


"Freight":  Freight is the cost to get ethanol and the co-products
to market.


 


"Favorable Economic
Conditions" Favorable Economic Conditions exist when
Gross Profit is $.30 per gallon, or more, and such conditions exist for two
consecutive calendar quarters, or fewer if determined by Lessee.


 


Using the information contained in Exhibit A, the calculation is as
follows:


 


Commodity Spread – Conversion Cost - Freight = Gross
Profit


 


3

















 


$1.09* - $0.63** - $0.19*** = $.27


 


*                                         obtained
from page 10 "Commodity Spread" 9/30/07 and note (3)


 


**                                   obtained
from page 10 "Conversion cost per gallon produced"


 


***                            obtained
from page 10 "Freight/distribution cost per gallon sold" and note (4)


 


During an Extension
Option (if exercised) and any deferral/extension period as provided below, Lessee
shall provide quarterly documentation, satisfactory to the Commission,
substantiating the Adverse or Favorable Economic Conditions.  As a minimum Lessee shall provide, by way of
example, documentation equivalent to the news release entitled Aventine Reports Third Quarter Results, which is attached
hereto and made a part hereof and marked as Exhibit
A.  For the avoidance
of doubt, if AREH publicly files with the SEC for any calendar quarter
information of its Gross Profit equivalent to the information on Gross Profit
set forth in such news release attached hereto as Exhibit
A, such publicly filed information shall be considered
documentation satisfactory to the Commission substantiating the Adverse or
Favorable Economic Conditions.  In
addition,  the Commission retains the
right to receive annual audited financial statements, and quarterly financial
statements reviewed by AREH's auditors, to verify the documentation provided.


 


If prior to the substantial completion date for Phase
Two of the Project (whether such date is January 1, 2011, January 1, 2012 or
January 1, 2013, as applicable, as established above) Favorable Economic
Conditions exist, but Lessee will be unable to meet such substantial completion
date, or if as of July 15, 2012 Adverse Economic Conditions continue to exist
and Lessee has timely exercised the prior two Extension Options, provided and
conditioned upon there not being an Event of Default by Lessee existing at the
time Lessee requests in writing (as set forth below) a deferral of the
substantial completion date, the parties agree to negotiate in good faith a
third and final extension of the substantial completion date and the related
production date which shall be the shortest possible time to complete construction
of Phase Two of the Project, but said third extension shall extend the
substantial completion and production date to no later than January 1,
2015.  Lessee shall request such
extension in writing by providing written notice to the Commission on or before
July 31, 2012.


 


4.                                     Section
3.04(b) of the Lease shall be deleted in its entirety and replaced by the
following:


 


(b)               The Minimum
Guaranteed Wharfage shall be phased in pursuant to the following schedule:


 


The Project shall
have a two-phased production build out. Phase One equals 110 million gallon
annual capacity; Phase Two equals 110 million gallon annual 


 


4

















 


 


capacity; for a total
Project annual capacity of 220 million gallons of ethanol. The Phase One 110 million-gallon annual production of ethanol shall
begin (other than for purposes of testing operations) on or before March
1, 2009. The Phase Two production shall commence (other than for purposes of
testing operations) on or before the date specified in Section 4.01(c) for
substantial completion of Phase Two of the Project, as extended, but no later
than January 1, 2013, unless such date is deferred as provided in Section
4.01(c).


 


The
Phase One Minimum Guaranteed Wharfage is 88 million gallons of ethanol per
year and the tons of DDG's generated from the production of 88 million gallons
of Ethanol, and payments shall be based on
such Minimum Guaranteed Wharfage commencing on the earlier of (i) the start of
ethanol production (other than for
purposes of testing operations) in Phase One or (ii) December 1, 2008. The Phase Two Minimum Guaranteed Wharfage is on an
additional 88 million gallons of ethanol
per year, and the tons of DDG's generated from the production of an additional
88 million gallons of Ethanol, and
payments shall be based on such additional Minimum Guaranteed Wharfage
commencing on January 1, 2010. 
Payments based on such Minimum Guaranteed Wharfage for Phase Two shall
be due and payable commencing January 1, 2010, regardless of Lessee exercising
one or both of the Extension Options or the parties mutually agreeing to any
other deferral or extension of the substantial completion date for Phase
Two.  For purposes of the foregoing, the
following conversion formula shall apply:


 


Conversion formula:


 


Ethanol:  Gallons x 6.56lbs/gallon denatured ethanol
divided by 2000lbs/ton = tons of ethanol.


 


DDG's:  Gallons divided by 2.81 gallon ethanol/bushel
corn yield x 17.5lbs DDG's/bushel corn divided by 2000lbs/ton = tons of DDG's


 


Specifically:


 


220,000,000 gallons of
Ethanol = 721,600 tons of Ethanol & 685,053 tons of  DDG's


 


110,000,000 gallons of
Ethanol = 360,800 tons of Ethanol & 342,527 tons of DDG's.


 


88,000,000 gallons of
Ethanol = 288,640 tons of Ethanol & 274,021 tons of DDG's.


 


176,000,000 gallons
of Ethanol = 577,280 tons of Ethanol & 548,043 tons of DDG's


5.                                     Section
3.04(e) of the Lease shall be deleted in its entirety and replaced by the
following:


"(e)                            In
the event the first or last Lease Year under this Lease does not commence on
January 1, or end on December 31, the Minimum Guaranteed Wharfage Tonnage shall
be prorated. For purposes of this Section 3.04(e), a 


 


5

















 


"Lease Year" (x) with respect to Phase One,
commences on the earlier of (i) the start of ethanol production (other than for
purposes of testing operations) in Phase One or (ii) December 1, 2008, and (y)
with respect to Phase Two, commences on January 1, 2010. Any amount of wharfage
paid by Lessee over and above the Minimum Guaranteed Wharfage for a calendar
year shall not be credited against the Minimum Guaranteed Wharfage for any
prior or succeeding calendar years.


 


6.                                       A
new Section 4.01(d) of the Lease is hereby added as follows:


 


"(d)                           Lessee
agrees to prosecute with due diligence all of Lessee's Work."


 


7.                                     Section
13.05(ii) of the Lease shall be deleted in its entirety and replaced by the
following:


 


"(ii) Failure to
meet the construction/operation time frames set forth in Sections 4.01(b) and
4.01(c) hereof."


 


8.                                     In
consideration of the Commission's agreements set forth herein, Lessee hereby
waives, to the extent applicable, all rights to claim a force majeure delay for
any matter occurring prior to the date hereof.


 


9.                                     Guarantor
hereby consents to the amendments to the Lease made by this Third Amendment and
agrees that such amendments shall not affect,
impair, discharge, relieve or release Guarantor of its obligations under
the terms of the Lease Guaranty, and that such Lease Guaranty shall be deemed
to reference the Lease as amended hereby. 
Guarantor hereby ratifies, confirms and reaffirms in all respects, the Lease Guaranty, and agrees that
said Lease Guaranty shall continue in full force and effect.


 


10.                               Commission and Lessee agree that the above and
foregoing Recitals are true, correct and complete and are hereby
incorporated and made a part of this Third Amendment as if completely and fully set forth herein.  The terms used in this Third Amendment shall
have the definitions set forth in the Lease as previously amended,
except that any internal references in the Lease to the word "Lease" shall mean the Lease, as hereby
amended, wherever therein the context so requires in order to give meaning to
this Third Amendment.


 


11.                               Lessee
and the Commission hereby affirm, reaffirm and confirm that as of the date
hereof the Lease is in full force and effect, that the Lease has not been
modified or amended (except as provided in
this Amendment) and that all of the Commission's and Lessee's obligations
accrued to date have been performed. 
Lessee and Commission hereby agree that there are, as of the date
hereof, regardless of the giving of notice or the passage of time, or both, no
defaults or breaches on the part of the
Commission or Lessee under the Lease, as amended by this Amendment.  Each of Lessee and the Commission hereby
ratify the provisions of the Lease on behalf of themselves and their
respective successors and assigns and agree to attorn and be bound to each
other and their respective successors and assigns as to all of the terms, covenants
and conditions of the Lease, as amended hereby. 
This Third Amendment shall be incorporated into and made a part of the Lease and all provisions thereof not expressly
modified or amended hereby shall remain in full force and effect.  Nothing contained in this Third 


 


6





















 


Amendment
(except, as applicable, for the specific amendments to the Lease set forth in
this Third Amendment) shall release or relieve Lessee or Commission from their
respective obligations or liabilities under the Lease accruing prior to the
date hereof.


 


12.                               Except
as expressly amended and modified by this Third Amendment, the Lease shall
otherwise remain in full force and effect, the parties hereto hereby ratifying
and confirming the same.  This Third
Amendment, together with the Lease, is the complete understanding between the parties and supersedes all other prior agreements
and representations concerning its subject matter.  To the extent of any inconsistency between
the Lease and this Third Amendment, the terms of this Third Amendment shall
control.


 


[ Signature Page
Follows ]


 


7





















IN WITNESS
WHEREOF, the parties hereto have executed this Lease as of the day, and month
and year first above-written.


 


	
   

  	
  INDIANA PORT COMMISSION

  
	
   

  	
  "PORTS OF INDIANA" "POI"

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jay K. Potesta

  	
   

  	
  By:

  	
   /s/ Ken Kaczmarek

  
	
   

  	
  Secretary-Treasurer

  	
   

  	
  Chairman

  
						



 


 


	
   

  	
   

  	
  Aventine Renewable Energy Mt. Vernon, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
  /s/ Lynn Landman

  	
   

  	
   

  	
  /s/ Ronald H. Miller

  
	
   

  	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ronald H. Miller

  
	
  Lynn K. Landman, VP-General Counsel

  	
   

  	
   

  	
  President & CEO

  
	
   

  	
  (Printed name and title)

  	
   

  	
   

  	
   

  	
  (Printed name and title)

  
						



 


 


	
   

  	
   

  	
  Aventine Renewable Energy Holdings, INC.

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Lynn Landman

  	
   

  	
   

  	
  /s/ Ronald H. Miller

  
	
   

  	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ronald H. Miller

  
	
  Lynn K. Landman, VP-General Counsel

  	
   

  	
   

  	
  President & CEO

  
	
   

  	
  (Printed name and title)

  	
   

  	
   

  	
   

  	
  (Printed name and title)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


	
  Approved as to form and legality

  	
   

  	
   

  
	
  This 4th day of January, 2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  APPROVED

  
	
  /s/ Elizabeth A. Brown

  	
   

  	
  DATE:  1-26-08

  
	
  For Steve Carter

  	
   

  	
   

  
	
  Attorney General of Indiana

  	
   

  	
  /s/ Mark Massa

  
	
   

  	
   

  	
   

  	
  For The Honorable Mitchell Daniels

  
	
   

  	
   

  	
   

  	
  Governor of Indiana

  
	
   

  	
   

  	
   

  



 


 


8

















 


This instrument was prepared by David W. Haniford,
General Counsel Indiana Port POI (Atty#7438-79) 150 W. Market St., Ste 100,
Indianapolis, IN  46204 (317) 232-9204;


 


I affirm, under the penalties for perjury, that I have taken reasonable
care to redact each Social Security number in this document, unless required by
law.  David W. Haniford, Attorney at Law


 


 


9






 










 


EXHIBIT E


 


(IPC3.21.06)


 


ADDENDUM


 


This
Addendum is entered into by and between the Indiana Port Commission (the “State”) and Aventine Renewable Energy-Mt Vernon, LLC (the “Contractor”), and collectively known as the “Parties”. The purpose of this Addendum is to modify, delete,
or amend certain terms and conditions set forth in the attached Lease Agreement
(“Agreement”). This Addendum and the
Agreement are incorporated into each other and, when read together, shall
constitute one integrated document. Any inconsistency, conflict, or ambiguity
between this Addendum and the Agreement shall be resolved by giving precedence
and effect to this Addendum.


 


1.                                      Authority to Bind Contractor


 


The signatory for the
Contractor represents that he/she has been duly authorized to execute this Contract
on behalf of the Contractor and has obtained all necessary or applicable
approvals to make this Contract fully binding upon the Contractor when his/her
signature is affixed, and certifies that this Contract is not subject to further
acceptance by Contractor when accepted by the State of Indiana.


 


2.                                      Compliance with Laws.


 


A.                                   The Contractor shall comply with all
applicable federal, state and local laws, rules, regulations and ordinances, and
all provisions required thereby to be included herein are hereby incorporated
by reference. The enactment of any state or federal statute or the promulgation of rules or regulations
thereunder after execution of this Contract shall be reviewed by the State and
the Contractor to determine whether the provisions of this Contract require
formal modification.


 


B.                                   The Contractor and its agents shall abide by
all ethical requirements that apply to persons who have a business relationship
with the State, as set forth in Indiana Code § 4-2-6 et seq., the regulations
promulgated thereunder, and Executive Order 04-08, dated April 27, 2004.
If the contractor is not familiar with these ethical requirements, the
contractor should refer any questions to the Indiana State Ethics Commission,
or visit the Indiana State Ethics Commission website at http://www.in.gov/ethics/.
If the Contractor or its agents violate any applicable  ethical standards, the State may, in its
sole discretion, terminate this Contract subject to the notice and cure
provisions of Sections 11.0l(i) and 7.02 of the Agreement. In addition,
the Contractor may be subject to penalties under Indiana Code § 4-2-6-12. 


 


C.                                   The Contractor certifies by entering into this
Contract, that neither it nor its principal(s) is presently in arrears in
payment of its taxes, permit fees or other statutory, regulatory or judicially
required payments to the State of Indiana. Further, the Contractor agrees that
any payments in arrears and currently due to the State of Indiana may be withheld from payments due to the
Contractor. Additionally, further work or payments may be withheld, delayed, or
denied


 


E-1

















 


and/or
this Contract  suspended until the Contractor is
current in its payments and has submitted proof of such payment to the State.


 


D.                                  The Contractor warrants that it has no
current or pending or outstanding criminal, civil, or enforcement actions
initiated by the State of Indiana pending, and agrees that it will immediately
notify the State of any such actions. During the term of such actions,
Contractor agrees that the State may delay, withhold, or deny work under any
Supplement or contractual device issued pursuant to this Contract and any
supplements or amendments.


 


E.                                    If a valid dispute exists as to the Contractor’s
liability or guilt in any action initiated by the State of Indiana or its
agencies, and the State decides to delay, withhold, or deny work to the
Contractor, the Contractor may request that it be allowed to continue, or
receive work, without delay. The Contractor must submit, in writing, a request
for review to the Indiana Department of Administration (IDOA) following the
procedures for disputes outlined herein. A determination by IDOA shall be
binding on the parties.


 


F.                                    Any payments that the State may delay,
withhold, deny, or apply under this section shall not be subject to penalty or
interest under IC 5-17-5.


 


G.                                   The Contractor warrants that the Contractor
and its subcontractors, if any, shall obtain and maintain all required permits,
licenses, and approvals, as well as comply with all health, safety, and
environmental statutes, rules, or regulations in the performance of work
activities for the State. Failure to do so may be deemed is a material breach of this Contract
and grounds for termination of the Agreement and denial of further work with
the State, subject to the notice and cure provisions of Sections 11.01(i) and
7.02 of the Agreement.


 


H.                                  The Contractor hereby affirms that it is
properly registered and owes no outstanding reports with the Indiana Secretary
of State.


 


I.                                       As required by IC 5-22-3-7:


 


(1)                            the Contractor and any principals of the Contractor certify that (A) the
Contractor, except for de minimis and nonsystematic violations, has not
violated the terms of (i) IC 24-4.7 [Telephone Solicitation Of Consumers],
(ii) IC 24-5-12 [Telephone Solicitations], or (iii) IC 24-5-14 [Regulation
of Automatic Dialing Machines] in the previous three hundred sixty-five (365)
days, even if IC 24-4.7 is preempted by federal law; and (B) the Contractor
will not violate the terms of IC 24-4.7 for the duration of the Contract, even
if IC 24-4.7 is preempted by federal law.


 


(2)                            The Contractor and any principals of the Contractor certify that an
affiliate or principal of the Contractor and any agent acting on behalf of the
Contractor or on behalf of an affiliate or principal of the Contractor: (A) except
for de minimis and nonsystematic violations, has not violated the terms of IC
24-4.7 in the previous three hundred sixty-five (365) days, even if IC 24-4.7
is preempted by federal law; and (B) will not violate the


 


E-2

















 


terms
of IC 24-4.7 for the duration of the Contract, even if IC 24-4.7
is preempted by federal law.


 


3.                                      Conflict of Interest.


 


A.                              As  used in this section:


 


“Immediate family” means the spouse and the unemancipated
children of an individual.


 


“Interested party” means:


 


1.                                     The individual executing this Contract;


 


2.                                     An individual who has an interest of three percent (3%) or more of Contractor,
if Contractor is not an individual; or


 


3.                                     Any member of the immediate family of an
individual specified under subdivision 1
or 2.


 


“Department” means the Indiana Department of Administration.


 


“Commission” means the State Ethics Commission.


 


B.                               The Department may cancel this Contract without recourse by Contractor if any interested party is an employee
of the State of Indiana.


 


C.                               The Department will not exercise its right of cancellation under
section B, above, if the Contractor gives the Department an opinion by the
Commission indicating that the existence of this Contract and the employment by
the State of Indiana of the interested party does not violate any statute or rule relating
to ethical conduct of State employees. The Department may take action, including
cancellation of this Contract, consistent with an opinion of the Commission
obtained under this section.


 


D.                              Contractor has an affirmative obligation under this Contract to
disclose to the Department when
an interested party is or becomes an employee of the State of Indiana. The obligation under this section extends only to those facts that Contractor knows or
reasonably could know.


 


4.                                      Drug-Free Workplace
Certification.


 


The Contractor hereby
covenants and agrees to make a good faith effort to provide and maintain a
drug-free workplace. The Contractor will give written notice to the State
within ten (10) days after receiving
actual notice that the
Contractor or an employee of the Contractor in the State of Indiana has been convicted of a
criminal drug violation occurring in the Contractor’s workplace. False
certification or violation of this certification may result in sanctions
including suspension


 


E-3

















 


of contract payments,
termination of this Contract and/or debarment of contracting opportunities with
the State for up to three (3) years, subject to the notice and cure provisions
of Sections 11.01(i) and 7.02 of the Agreement.


 


In addition to the
provisions of the above paragraphs, if the total contract amount set forth in
this Contract is in excess of $25,000.00, Contractor hereby further agrees that
this contract is expressly subject to the terms, conditions, and
representations of the following certification:


 


This certification is
required by Executive Order No. 90-5, April 12, 1990, issued by the
Governor of Indiana. Pursuant to its delegated authority, the Indiana
Department of Administration is requiring the inclusion of this certification
in all contracts and grants from the State of Indiana in excess of $25,000.00.
No award of a contract shall be made, and no contract, purchase order or
agreement, the total amount of which exceeds $25,000.00, shall be valid, unless
and until this certification has been fully executed by the Contractor and made
a part of the contract or agreement as part of the contract documents.


 


The Contractor certifies and
agrees that it will provide a drug-free workplace by:


 


A.                             Publishing and providing to all of its employees
a statement notifying them that the unlawful manufacture, distribution,
dispensing, possession or use of a controlled substance is prohibited in the
Contractor’s workplace, and specifying the actions that will be taken against
employees for violations of such prohibition;


 


B.                               Establishing a drug-free awareness program to
inform it’s employees of (1) the dangers of drug abuse in the workplace; (2) the
Contractor’s policy of maintaining a drug-free workplace; (3) any
available drug counseling, rehabilitation, and employee assistance programs;
and (4) the penalties that may be imposed upon an employee for drug abuse
violations occurring in the workplace;


 


C.                               Notifying all employees in the statement
required by subparagraph (A) above that as a condition of continued
employment, the employee will (1) abide by the terms of the statement; and
(2) notify the Contractor of any criminal drug statute conviction for a
violation occurring in the workplace no later than five (5) days after
such conviction;


 


D.                              Notifying in writing the State within ten (10) days
after receiving notice from an employee under subdivision (C)(2) above, or
otherwise receiving actual notice of such conviction;


 


E.                                Within thirty (30) days after receiving
notice under subdivision (C)(2) above of a conviction, imposing the
following sanctions or remedial measures on any employee who is convicted of
drug abuse violations occurring in the workplace: (1) taking appropriate
personnel action against the employee, up to and including termination; or (2) requiring
such employee to satisfactorily participate in a drug abuse assistance or
rehabilitation program approved for such purposes by a federal, state or local
health, law enforcement, or other appropriate agency; and


 


F.                                Making a good faith effort to maintain a
drug-free workplace through the implementation of subparagraphs (A) through (E)
above.


 


E-4

















 


5.                                      Nondiscrimination.


 


Pursuant to IC 22-9-1-10 and
the Civil Rights Act of 1964, the Contractor and its subcontractors shall not
discriminate against any employee or applicant for employment in the
performance of this Contract.  The
Contractor shall not discriminate with respect to the hire, tenure, terms, conditions
or privileges of employment or any matter directly or indirectly related to employment,
because of race, color, religion, sex, disability, national origin or ancestry.
Breach of this covenant may be regarded as a material breach of this Contract.
The Contractor’s execution of this Contract also signifies compliance with
applicable federal laws, regulations, and executive orders prohibiting
discrimination in  the provision of services based on
race, color, national origin, age, sex, disability or status as a veteran. The
provisions of this Section 5 are subject to the notice and cure provisions
of Sections 11.01(i) and 7.02 of the Agreement.


 


NON-COLLUSION AND ACCEPTANCE


 


The undersigned attests,
subject to the penalties for perjury, that he/she is the Contractor, or that
he/she is the properly authorized representative, agent, member or officer of
the Contractor, that he/she has not, nor has any other member, employee,
representative, agent or officer of the Contractor, directly or indirectly, to
the best of his/her knowledge, entered into or offered to enter into any
combination, collusion or agreement to receive or pay, and that he/she has not
received or paid, any sum of money or other consideration for the execution of this
Contract other than that which appears upon the face of this Contract.


 


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E-5

















 


In Witness Whereof, the Parties have, through duly authorized representatives, entered into
this Lease. The Parties having read and understand the foregoing terms of the
contract do by their respective signatures dated below hereby agree to the
terms thereof.


 


	
  Indiana
  Port Commission:

  	
  Aventine
  Renewable Energy-Mt Vernon, LLC

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
  Signature:

  	
  /s/ Steven Stemler

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name:

  	
   

  
	
  Printed
  Name:

  	
  Steven Stemler

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
  Title:

  	
  Designated Commissioner

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Date:

  	
  10/30/06

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/ Jay K. Potesta

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  Jay K. Potesta

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  10/30/06 Secretary Treasurer

  	
   

  	
   

  
													



 


 


	
  Office of
  the Attorney General

  	
   

  	
  Office of
  the Governor

  
	
   

  	
   

  	
   

  
	
  /s/
  Jason Thompson/Susan H. Gand for

  	
   

  	
  /s/  Mitchell E. Daniels, Jr.

  
	
  Steve Carter, Attorney
  General

  	
   

  	
  Mitchell E.
  Daniels, Jr., Governor

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  1/19/07

  	
   

  	
  1-24-2007

  
				



 


E-6

















 


In Witness Whereof, the Parties have, through duly authorized representatives, entered into
this Lease. The Parties having read and understand the foregoing terms of the
contract do by their respective signatures dated below hereby agree to the
terms thereof.


 


	
  Indiana
  Port Commission:

  	
  Aventine
  Renewable Energy-Mt Vernon, LLC

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/ John R. Gray

  
	
  Signature: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Printed Name:

  	
  John R. Gray

  
	
  Printed
  Name:   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP Logistics & Development

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
  10/31/06

  
	
  Date:

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
													



 


 


	
  Office of
  the Attorney General

  	
   

  	
  Office of
  the Governor

  
	
   

  	
   

  	
   

  
	
  /s/
  Jason Thompson for

  	
   

  	
  /s/ Mitchell E. Daniels,
  Jr.

  
	
  Steve Carter, Attorney
  General

  	
   

  	
  Mitchell E.
  Daniels, Jr., Governor

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  1/19/07

  	
   

  	
  1-24-2007