**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.

 

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**FOURTH AMENDMENT TO LEASE AGREEMENTAND REAFFIRMATION OF GUARANTY**

** **

THIS FOURTHAMENDMENT TO LEASE AGREEMENT AND REAFFIRMATION OF GUARANTY (“**Fourth Amendment**”) is made and entered into this 19th  day of June, 2008 by and among theINDIANA PORT COMMISSION, a body corporate and politic existing under the lawsof 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 themanagement and operation of the Ports of Indiana, including the Port of Indiana-MountVernon, in Posey County, Indiana (the “**Port**”).

 

B.            The Parties entered into a certainLease Agreement dated October 31, 2006, which was executed by the Officeof the Attorney General and the Office of the Governor on January 19, 2007and January 24, 2007 respectively (the “**OriginalLease**”), which Original Lease was amended by (i) a certainFirst Amendment to Lease Agreement and Reaffirmation of Guaranty dated June 14,2007 among the Parties and Guarantor, (ii) a certain Second Amendment toLease Agreement and Reaffirmation of Guaranty dated October 18, 2007 amongthe Parties and Guarantor, and (iii) a certain Third Amendment to LeaseAgreement and Reaffirmation of Guaranty dated December 20, 2007 among theParties and Guarantor (said Original Lease as so amended is herein referred toas the “**Lease**”), whereby the Commission leasedto Lessee and Lessee leased from the Commission that certain real estate describedin the Lease, located at the Port of Indiana-Mount Vernon, a port managed andoperated by the Commission in Posey County, Indiana.

 

C.            The Parties have agreed to amend theLease to remove from the Leased Premises  the relocated Southwind PortRoad (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 LeasedPremises.

 

D.            Guarantor is joining in theexecution of this Fourth Amendment solely for purposes of consenting to allprovisions of this Fourth Amendment and ratifying, confirming and reaffirmingits obligations under that certain Lease Guaranty dated as of October 31,2006 (the “**Lease Guaranty**”).

 

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E.             Lessee, the Commission andGuarantor have each had substantial participation in the preparation of this FourthAmendment which shall become effective upon execution by the Parties.

 

F.             At a properly convened publicmeeting, the Commission has duly approved the execution and delivery of this FourthAmendment by its duly authorized officers.

 

NOW,THEREFORE, in consideration of the foregoing premises, the mutual undertakingshereinafter set forth, and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, the Commission, Lessee andGuarantor (solely for purposes of its agreement to the provisions of Paragraph 6below) hereby agree as follows:

 

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

 

Section 1.01.  THE DEMISE.  The Commission does hereby demise and leaseto Lessee, and Lessee does hereby lease from the Commission, that certain realestate consisting of approximately 118 acres, more or less, located at the Portof Indiana – Mount Vernon, a port managed and operated by the Commission in PoseyCounty, 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 heretoand incorporated herein by this reference (the “**Real Estate**”;  the buildings, structures fixtures and otherimprovements now or hereafter located on the Real Estate being herein referredto as the “**Improvements**”; and the Real Estateand Improvements being herein referred to as the “**LeasedPremises**”).  The Real Estateis 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 notamended.

 

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 ishereby amended to be “**Exhibit A-2 –DESCRIPTION OF PORT REAL ESTATE**.

 

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

 

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

 

Reference is herebymade to a certain ALTA/ACSM Land Title Survey of the Real Estate prepared byMorley and Associates, Inc. as Job No. 7313 dated 2/8/2007 and last revised6/13/2008 (the “**Survey**”), which is the Surveydelivered by Lessee to the Commission pursuant to Section 1.01 of theOriginal 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 orreasonably requested by the Commission, Lessee shall provide to the Commissionat Lessee’s sole expense further revisions of the Survey to show the as-builtconditions and such other matters relating to the Real Estate as determined byLessee 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 formand substance reasonably satisfactory to each of them setting forth any changesto the metes and bounds descriptions of the Real Estate, any details of any ofthe easements referred to in clauses (i) through (iv) of Section 1.01of the Lease and/or any other matter relating to the Real Estate, any suchitems or any such revisions of the Survey reasonably requested by either ofthem, including the satisfaction of the following notes appearing on the Survey:

 

(a)                                  Noteto east portion of Parcel #1 concerning additional railroad tracks to beinstalled by the Commission to serve Consolidated Grain and Barge, to theeffect that: “Additional railroad tracks to be installed by the Indiana PortCommission, land to be surrendered back to the Commission and deleted from theLeased Premises by an amendment to the Lease between the Commission and AventineRenewable Energy – Mt Vernon, LLC.”

 

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

 

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

 

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

 

(d)                                 Noteto the areas between the relocated Southwind Port Road and the railroad tracksand Parcels # 2 and # 3:  “DrainageEasement in location to be determined between relocated Southwind Port Road andrailroad tracks and Parcels # 2 and # 3, to be provided in an Agreement betweenAventine Renewable Energy – Mt Vernon, LLC, Grantor, and the Indiana PortCommission, as Grantee.”

 

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

 

The Partiesagree to cooperate in good faith to cause the agreements referred to in saidnotes to be executed and delivered and the actions referred to in said notes tobe taken.

 

6.             Guarantor hereby consents to theamendments to the Lease made by this Fourth Amendment and agrees that suchamendments shall not affect, impair, discharge, relieve or release Guarantor ofits obligations under the terms of the Lease Guaranty, and that such LeaseGuaranty shall be deemed to reference the Lease as amended hereby. Guarantorhereby 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 agreethat the above and foregoing Recitals are true, correct and complete and arehereby incorporated and made a part of this Fourth Amendment as if completelyand fully set forth herein. Capitalized terms used in this Fourth Amendment withoutdefinition shall have the meanings set forth in the Lease as previouslyamended, except that any internal references in the Lease to the word “**Lease**” shall mean the Lease, as previously and herebyamended, wherever therein the context so requires in order to give meaning tothis Fourth Amendment.

 

8.             Lessee and the Commission herebyaffirm, reaffirm and confirm that as of the date hereof the Lease is in fullforce and effect, that the Lease has not been modified or amended (except asprovided in this Amendment) and that all of the Commission’s and Lessee’sobligations accrued to date have been performed. Lessee and Commission herebyagree that there are, as of the date hereof, regardless of the giving of noticeor the passage of time, or both, no defaults or breaches on the part of 

 

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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 onbehalf of themselves and their respective successors and assigns and agree toattorn and be bound to each other and their respective successors and assignsas to all of the terms, covenants and conditions of the Lease, as amendedhereby. This Fourth Amendment shall be incorporated into and made a part of theLease and all provisions thereof not expressly modified or amended hereby shallremain in full force and effect. Nothing contained in this Fourth Amendment(except, as applicable, for the specific amendments to the Lease set forth inthis Fourth Amendment) shall release or relieve Lessee or Commission from theirrespective obligations or liabilities under the Lease accruing prior to thedate hereof.

 

9.             Except as expressly amended andmodified by this Fourth Amendment, the Lease shall otherwise remain in fullforce and effect, the parties hereto hereby ratifying and confirming the same.This Fourth Amendment, together with the Lease, is the complete understandingbetween the parties and supersedes all other prior agreements andrepresentations concerning its subject matter. To the extent of anyinconsistency between the Lease and this Fourth Amendment, the terms of this FourthAmendment shall control.

 

10.           Immediately following the signature page ofthis Fourth Amendment is the Addendum of State required contract provisionspreviously executed by the Parties. The Parties reaffirm the covenants andaffirmations contained in said Addendum and incorporate the same into thisFourth Amendment.

 

***[Signature Page Follows]***

 

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IN WITNESSWHEREOF, the parties hereto have executed this Lease as of the day, and monthand 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, GeneralCounsel 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 reasonablecare to redact each Social Security number in this document, unless required bylaw. David W. Haniford, *Attorney at Law*

 

6

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# **ADDENDUM OF**

#  

# **STATEREQUIRED CONTRACT PROVISIONS**

 

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**EXHIBIT E**

 

(IPC3.21.06)

 

**ADDENDUM**

 

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

 

**1.****            ****Authority to Bind Contractor**

 

The signatory for the Contractorrepresents that he/she has been duly authorized to execute this Contract onbehalf of the Contractor and has obtained all necessary or applicable approvalsto make this Contract fully binding upon the Contractor when his/her signatureis affixed, and certifies that this Contract is not subject to furtheracceptance by Contractor when accepted by the State of Indiana.

 

**2.****            ****Compliance with Laws.**

 

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

 

B.            The Contractor and its agents shall abide byall ethical requirements that apply to persons who have a business relationshipwith the State, as set forth in Indiana Code § 4-2-6 et seq., the regulationspromulgated thereunder, and Executive Order 04-08, dated April 27, 2004.  If the contractor is not familiar with theseethical requirements, the contractor should refer any questions to the IndianaState Ethics Commission, or visit the Indiana State Ethics Commission websiteat http://www.in.gov/ethics/.  If theContractor or its agents violate any applicable ethical standards, the Statemay, in its sole discretion, terminate this Contract subject to the notice andcure provisions of Sections 11.01(i) and 7.02 of the Agreement. Inaddition, the Contractor may be subject to penalties under Indiana Code §4-2-6-12.

 

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

 

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and/orthis Contract suspended until the Contractor is**current in its payments and has submittedproof of such payment to the State.

 

D.            The Contractor warrants that it has nocurrent or pending or outstanding criminal, civil, or enforcement actionsinitiated by the State of Indiana pending, and agrees that it will immediatelynotify the State of any such actions. During the term of such actions,Contractor agrees that the State may delay, withhold, or deny work under anySupplement or contractual device issued pursuant to this Contract and anysupplements or amendments.

 

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

 

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

 

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

 

H.            The Contractor hereby affirms that it isproperly registered and owes no outstanding reports with the Indiana Secretaryof State.

 

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

 

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

 

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

 

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terms of IC 24-4.7 for the duration of the Contract, even if IC 24-4.7is 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.             Theindividual executing this Contract;

 

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

 

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

 

**“Department”**means the Indiana Department of Administration.

 

**“Commission”**means the State Ethics Commission.

 

B.            TheDepartment may cancel this Contract without recourse by Contractor if any interestedparty is an employee of the State of Indiana.

 

C.            TheDepartment will not exercise its right of cancellation under section B, above, ifthe Contractor gives the Department an opinion by the Commission indicating thatthe existence of this Contract and the employment by the State of Indiana of theinterested party does not violate any statute or rule relating to ethicalconduct of State employees. The Department may take action, includingcancellation of this Contract, consistent with an opinion of the Commissionobtained under this section.

 

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

 

**4*.*****            ****Drug-Free WorkplaceCertification.**

 

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

 

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

 

Inaddition to the provisions of the above paragraphs, if the total contractamount set forth in this Contract is in excess of $25,000.00, Contractor herebyfurther 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 thiscertification in all contracts and grants from the State of Indiana in excessof $25,000.00. No award of a contract shall be made, and no contract, purchaseorder or agreement, the total amount of which exceeds $25,000.00, shall bevalid, unless and until this certification has been fully executed by theContractor and made a part of the contract or agreement as part of the contractdocuments.

 

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

 

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

 

B.            Establishing a drug-free awareness program toinform it’s employees of (1) the dangers of drug abuse in the workplace; (2) theContractor’s policy of maintaining a drug-free workplace; (3) anyavailable drug counseling, rehabilitation, and employee assistance programs;and (4) the penalties that may be imposed upon an employee for drug abuseviolations occurring**in theworkplace;

 

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

 

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

 

E.             Within thirty (30) days after receivingnotice under subdivision (C)(2) above of a conviction, imposing thefollowing sanctions or remedial measures on any employee who is convicted ofdrug abuse violations occurring in the workplace; (1) taking appropriatepersonnel action against the employee, up to and including termination; or (2) requiringsuch employee to satisfactorily participate in a drug abuse assistance orrehabilitation program approved for such purposes by a federal, state or localhealth, law enforcement, or other appropriate agency; and

 

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

 

E-4

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**5.****            ****Nondiscrimination.**

 

Pursuantto IC 22-9-1-10 and the Civil Rights Act of 1964, the Contractor and itssubcontractors shall not discriminate against any employee or applicant foremployment 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 orindirectly related to employment, because of race, color, religion, sex,disability, national origin or ancestry. Breach of this covenant may beregarded as a material breach of this Contract.  The Contractor’s execution of this Contract alsosignifies compliance with applicable federal laws, regulations, and executiveorders prohibiting discrimination in the provision of services based on race,color, national origin, age, sex, disability or status as a veteran. Theprovisions of this Section 5 are subject to the notice and cure provisionsof 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 thathe/she is the properly authorized representative, agent, member or officer ofthe Contractor, that he/she has not, nor has any other member, employee,representative, agent or officer of the Contractor, directly or indirectly, tothe best of his/her knowledge, entered into or offered to enter into anycombination, collusion or agreement to receive or pay, and that he/she has notreceived or paid, any sum of money or other consideration for the execution ofthis Contract other than that which appears upon the face of this Contract.

 

***[ The balance of this page is intentionally leftblank ]***

 

E-5

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**InWitness Whereof,** theParties have, through duly authorized representatives, entered into this Lease.The Parties having read and understand the foregoing terms of the contract doby 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 |
|                                       |                         |                                               |  |  |  |  |  |  |  |  |  |  |  |

 

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**In Witness Whereof,**the Partieshave, through duly authorized representatives, entered into this Lease. TheParties having read and understand the foregoing terms of the contract do bytheir 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 |
|                                       |            |                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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# **EXHIBIT A**

#  

# **DESCRIPTIONOF LEASED REAL ESTATE**

 

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#  

# **EXHIBIT A-1**

#  

# **PLAT OFLEASED REAL ESTATE**

 

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#  

# **EXHIBIT A-2**

#  

# **DESCRIPTIONOF PORT REAL ESTATE**

 

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