Exhibit 10.1


 


FOURTH 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.


 

















 


FOURTH AMENDMENT TO LEASE AGREEMENT

AND REAFFIRMATION OF GUARANTY


 


THIS FOURTH
AMENDMENT TO LEASE AGREEMENT AND REAFFIRMATION OF GUARANTY (“Fourth Amendment”) is made and entered into this 19th  day of June, 2008 by and 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 31, 2006, 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 (the “Original
Lease”), which Original Lease was amended by (i) a certain
First Amendment to Lease Agreement and Reaffirmation of Guaranty dated June 14,
2007 among the Parties and Guarantor, (ii) a certain Second Amendment to
Lease Agreement and Reaffirmation of Guaranty dated October 18, 2007 among
the Parties and Guarantor, and (iii) a certain Third Amendment to Lease
Agreement and Reaffirmation of Guaranty dated December 20, 2007 among the
Parties and Guarantor (said Original Lease as so amended is herein referred to
as the “Lease”), whereby the Commission leased
to Lessee and Lessee leased from the Commission that certain real estate described
in the Lease, located at the Port of Indiana-Mount Vernon, a port managed and
operated by the Commission in Posey County, Indiana.


 


C.            The Parties have agreed to amend the
Lease to remove from the Leased Premises  the relocated Southwind Port
Road (depicted on Exhibit A-2
hereto), to add to the Leased Premises the former Southwind Port Road (Parcel #
2A depicted on Exhibit A-2
hereto) and to make other changes in the legal descriptions of the Leased
Premises.


 


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


 


1

















 


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


 


F.             At a properly convened public
meeting, the Commission has duly approved the execution and delivery of this Fourth
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 6
below) hereby agree as follows:


 


1.             Lines 1 through and including 15 of
Section 1.01 of the Lease are hereby deleted in their entirety and
replaced by the following:


 


Section 1.01.  THE DEMISE.  The Commission does hereby demise and lease
to Lessee, and Lessee does hereby lease from the Commission, that certain real
estate consisting of approximately 118 acres, more or less, located at the Port
of Indiana – Mount Vernon, a port managed and operated by the Commission in Posey
County, Indiana; said real estate being more particularly described as Parcel #
1, Parcel # 2, Parcel # 2A, Parcel # 3, Parcel # 3A, Parcel # 4, Parcel # 4A,
easement Parcel # 5 and easement Parcel # 6 on Exhibit A
attached hereto and incorporated herein by this reference and depicted on Exhibit A-1 attached hereto
and incorporated herein by this reference (the “Real Estate”;  the buildings, structures fixtures and other
improvements now or hereafter located on the Real Estate being herein referred
to as the “Improvements”; and the Real Estate
and Improvements being herein referred to as the “Leased
Premises”).  The Real Estate
is located within the Port more particularly described on Exhibit A-2
attached hereto and incorporated herein by this reference.  The demise further grants to Lessee:


 


The remainder of Section 1.01, commencing with clause (i), is not
amended.


 


2.             Exhibit A
to the Lease is hereby deleted in its entirety and replaced by Exhibit A – DESCRIPTION OF LEASED REAL ESTATE
attached to this Fourth Amendment and incorporated herein by this reference.


 


3.             The caption of “Exhibit A-1” to the Lease is
hereby amended to be “Exhibit A-2 –
DESCRIPTION OF PORT REAL ESTATE.


 


2

















 


4.             Exhibit A-1
– PLAT OF LEASED REAL ESTATE to this Fourth Amendment is hereby
added to the Lease, immediately following Exhibit A
and preceding Exhibit A-2.


 


5.             The following paragraph is hereby
added to the end of Section 1.01 of the Lease:


 


Reference is hereby
made to a certain ALTA/ACSM Land Title Survey of the Real Estate prepared by
Morley and Associates, Inc. as Job No. 7313 dated 2/8/2007 and last revised
6/13/2008 (the “Survey”), which is the Survey
delivered by Lessee to the Commission pursuant to Section 1.01 of the
Original Lease, as so last revised. 
Within a reasonable period of time after the completion of the Project,
and at such other times prior to such completion as determined by Lessee or
reasonably requested by the Commission, Lessee shall provide to the Commission
at Lessee’s sole expense further revisions of the Survey to show the as-built
conditions and such other matters relating to the Real Estate as determined by
Lessee or reasonably requested by the Commission.  Promptly after the receipt of any such revisions,
the Parties shall enter into amendments to the Lease and the Memorandum in form
and substance reasonably satisfactory to each of them setting forth any changes
to the metes and bounds descriptions of the Real Estate, any details of any of
the easements referred to in clauses (i) through (iv) of Section 1.01
of the Lease and/or any other matter relating to the Real Estate, any such
items or any such revisions of the Survey reasonably requested by either of
them, including the satisfaction of the following notes appearing on the Survey:


 


(a)                                  Note
to east portion of Parcel #1 concerning additional railroad tracks to be
installed by the Commission to serve Consolidated Grain and Barge, to the
effect that: “Additional railroad tracks to be installed by the Indiana Port
Commission, land to be surrendered back to the Commission and deleted from the
Leased Premises by an amendment to the Lease between the Commission and Aventine
Renewable Energy – Mt Vernon, LLC.”


 


(b)                                 Note
to east line of former Southwind Port Road (Parcel # 2A) to the effect
that:  “Underground Water Line
(unrecorded) shown on Indiana Port Commission Master Easement Drawing, to be
surrendered north of the water valve by Agreement to be agreed among the Commission,
the City of Mt Vernon and any other applicable parties.”


 


(c)                                  Note
to the area on the Commission’s land south of Parcel # 1 between the railroad
tracks and the underground water line to the effect that:  “Drainage Easement in location to be
determined to be granted by 


 


3

















 


Agreement
between the Indiana Port Commission, Grantor, and Aventine Renewable Energy –
Mt Vernon, LLC, as Grantee.”


 


(d)                                 Note
to the areas between the relocated Southwind Port Road and the railroad tracks
and Parcels # 2 and # 3:  “Drainage
Easement in location to be determined between relocated Southwind Port Road and
railroad tracks and Parcels # 2 and # 3, to be provided in an Agreement between
Aventine Renewable Energy – Mt Vernon, LLC, Grantor, and the Indiana Port
Commission, as Grantee.”


 


(e)                                  Note
to variable width utility easement to the west of former Southwind Port Road (Parcel
# 2A) to the effect that:  “Variable
Width Utility Easement (Unrecorded) shown on Indiana Port Commission Master
Easement Drawing, to be surrendered by Agreement to be agreed among the Indiana
Port Commission, the City of Mt Vernon and any other applicable parties.”


 


The Parties
agree to cooperate in good faith to cause the agreements referred to in said
notes to be executed and delivered and the actions referred to in said notes to
be taken.


 


6.             Guarantor hereby consents to the
amendments to the Lease made by this Fourth 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.


 


7.             The 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 Fourth Amendment as if completely
and fully set forth herein. Capitalized terms used in this Fourth Amendment without
definition shall have the meanings 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 previously and hereby
amended, wherever therein the context so requires in order to give meaning to
this Fourth Amendment.


 


8.             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 


 


4

















 


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


 


9.             Except as expressly amended and
modified by this Fourth Amendment, the Lease shall otherwise remain in full
force and effect, the parties hereto hereby ratifying and confirming the same.
This Fourth 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 Fourth Amendment, the terms of this Fourth
Amendment shall control.


 


10.           Immediately following the signature page of
this Fourth 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
Fourth Amendment.


 


[Signature Page Follows]


 


5

















 


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


 


	
  ATTEST:

  	
   

  	
  INDIANA PORT COMMISSION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jay K.
  Potesta

  	
   

  	
  By:

  	
  /s/ Ken
  Kaczmarek

  
	
  Secretary-Treasurer

  	
   

  	
  Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved as to form and legality 

  This 24th day of June, 2008.

  	
   

  	
  APPROVED 

  DATE: July 10, 2008

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Susan H.
  Gand

  	
   

  	
   

  	
  /s/ Mitchell
  E. Daniels, Jr.

  
	
  For Steve
  Carter 

  	
   

  	
  The
  Honorable Mitchell Daniels 

  
	
  Attorney
  General of Indiana

  	
   

  	
  Governor of
  Indiana

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  Aventine Renewable Energy - Mt 

  Vernon, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Lynn K.
  Landman

  	
   

  	
   

  	
  /s/ Ronald
  H. Miller

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
  Lynn K.
  Landman, Vice 

  President, General Counsel & 

  Secretary

  	
   

  	
   

  	
  Ronald H.
  Miller, President & CEO

  
	
  (Printed
  name and title)

  	
   

  	
  (Printed
  name and title)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  Aventine Renewable Energy Holdings, 

  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Lynn K.
  Landman

  	
   

  	
   

  	
  /s/ Ronald
  H. Miller

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lynn K.
  Landman, Vice 

  President, General Counsel & 

  Secretary

  	
   

  	
   

  	
  Ronald H.
  Miller, President & CEO

  
	
  (Printed
  name and title)

  	
   

  	
  (Printed
  name and title)

  
							



 


This instrument was prepared jointly by David W. Haniford, General
Counsel Indiana Port POI (Atty#7438-79) 150 W. Market St., Ste 100,
Indianapolis, IN 46204 (317) 232-9204 and Joseph J. Sperber, Attorney at Law,
Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY  10017 (212) 450-4375


 


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


 


6
















 


ADDENDUM OF


 


STATE
REQUIRED CONTRACT PROVISIONS


 

















 


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 11.01(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.


 


[ The balance of this page is intentionally left
blank ]


 


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:

  	
  Jay K. Potesta

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  Jay K. Potesta

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  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/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

  
																		



 

















 


EXHIBIT A


 


DESCRIPTION
OF LEASED REAL ESTATE


 

















 


EXHIBIT A-1


 


PLAT OF
LEASED REAL ESTATE


 

















 


EXHIBIT A-2


 


DESCRIPTION
OF PORT REAL ESTATE