Exhibit
10.15.1

     

    FIRST AMENDMENT TO CREDIT
AGREEMENT

     

    THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First
Amendment”) is executed as of the 9th day of March, 2009, by and among
AVENTINE RENEWABLE ENERGY,
INC., a Delaware corporation (“Aventine”),
AVENTINE RENEWABLE ENERGY – MT
VERNON, LLC, a Delaware limited liability company (“Mt
Vernon”), and AVENTINE
RENEWABLE ENERGY – AURORA WEST, LLC, a Delaware limited liability company
(“Aurora
West” and, collectively with Aventine and Mt Vernon, the “Borrowers”
and each individually a “Borrower”),
JPMORGAN CHASE BANK,
N.A., individually as a Lender and as the Administrative Agent (the
“Administrative
Agent”), and each of the other Lenders that is a signatory
hereto.

     

    W I T N E
S S E T H:

     

    WHEREAS,
Borrowers, the Administrative Agent and the Lenders are parties to that certain
Credit Agreement dated as of March 23, 2007 (as amended to date, the “Credit
Agreement”; unless otherwise defined herein, all capitalized terms used
herein which are defined in the Credit Agreement shall have the meaning given
such terms in the Credit Agreement, including, to the extent applicable, after
giving effect to this First Amendment), pursuant to which the Lenders provide
certain financing to Borrowers in accordance with the terms and conditions set
forth therein; and

     

    WHEREAS,
Borrowers have requested that the Lenders amend certain provisions of the Credit
Agreement as set forth herein; and

     

    WHEREAS,
subject to the terms and conditions set forth herein, the Lenders have agreed to
Borrowers’ requests.

     

    NOW
THEREFORE, for and in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, the parties hereto
hereby agree as follows:

     

    SECTION 1. Amendments.  In
reliance on the representations, warranties, covenants and agreements contained
in this First Amendment, and subject to the satisfaction of each condition
precedent contained in Section 3 hereof, the
Credit Agreement shall be amended effective as of the First Amendment Effective
Date (as hereinafter defined) in the manner provided in this Section
1.

     

    1.1 Additional
Definitions.  Section 1.01 of the Credit Agreement shall be
amended to add thereto in alphabetical order the following definitions which
shall read in full as follows:

     

    “Availability
Block” means $2,500,000.

     

    “Defaulting
Lender” means any Lender, as determined by the Administrative Agent, that
has (a) failed to fund any portion of its Loans or participations in Letters of
Credit or Swingline Loans within three 

     

    
      
        
        

      

      
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    Business
Days of the date required to be funded by it hereunder, (b) notified any
Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or
any Lender in writing that it does not intend to comply with any of its funding
obligations under this Agreement or has made a public statement to the effect
that it does not intend to comply with its funding obligations under this
Agreement or under other agreements in which it commits to extend credit, (c)
failed, within three Business Days after request by the Administrative Agent, to
confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Loans and participations in then outstanding
Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within three Business Days of the date when due, unless the subject
of a good faith dispute, or (e) (i) become or is insolvent or has a parent
company that has become or is insolvent or (ii) become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee
or custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or
appointment or has a parent company that has become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or
appointment.

     

    “Enforcement
Action” means the
commencement or prosecution of enforcement of any carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s and other like Liens imposed by law, which could
result in the foreclosure or forfeiture of rights in the Property covered by such Lien; provided that the filing of a Lien shall in and of
itself not be deemed to be an Enforcement Action.

     

    “Exchange
Offer” has the meaning assigned to such term in Section
5.19.

     

    “First
Amendment” means that certain First Amendment to Credit Agreement dated
as of March 9, 2009 among Borrowers, Administrative Agent and the Lenders party
thereto.

     

    “First
Amendment Effective Date” means the “First Amendment Effective Date” as
defined in the First Amendment.

     

    “FTI”
means FTI Consulting, Inc. in its capacity as financial advisor to the
Administrative Agent and its counsel.

     

    “Houlihan”
means Houlihan Lokey Howard & Zukin, in its capacity as financial advisor to
the Loan Parties.

     

    
      
        
        

      

      
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      “Interim
Account Report” shall mean the Interim Account Report to be delivered
pursuant to Section
5.01(n), a form of which is attached hereto as Exhibit
J.

    

     

    “Inventory
Designation Report” shall mean the Inventory Designation Report to be
delivered pursuant to Section 5.01(g)(ii),
a form of which is attached hereto as Exhibit
K.

     

    “Market
Price Reserve” means a Reserve implemented and adjusted as often as daily
at times when the current market price of ethanol, as determined by
Administrative Agent, is lower than the price of ethanol used by Borrowers in
their calculation of Eligible Inventory in the most recently submitted Borrowing
Base Certificate.

     

    “Modified
Applicable Percentage” means, with respect to any Lender, (a) with
respect to Loans, LC Exposure, Swingline Loans or Overadvances, a percentage
equal to a fraction the numerator of which is such Lender’s Revolving Commitment
and the denominator of which is the aggregate Revolving Commitment of all
Lenders, without giving effect to the Revolving Commitment of any Defaulting
Lender (provided, that if the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon such Lender’s share of
the aggregate Revolving Exposures, without giving effect to the Revolving
Exposure of any Defaulting Lender), and (b)  with respect to
Protective Advances or with respect to the Aggregate Credit Exposure, a
percentage based upon its share of the Aggregate Credit Exposure and the unused
Commitments, without giving effect to the Credit Exposure or unused Commitment
of any Defaulting Lender.

     

    “Senior
Exchange Note Documents” means the Senior Exchange Notes, the indenture
pursuant to which the Senior Exchange Notes are issued, and any and all
agreements, instruments and other documents pursuant to which the Senior
Exchange Notes will be issued, all of which shall be in form and substance
reasonably acceptable to the Administrative Agent.

     

    “Senior
Exchange Notes” means the notes to be issued by Holdings on or after the
First Amendment Effective Date but prior to May 15, 2009, in an aggregate
principal amount not to exceed $300,000,000 (exclusive of interest accrued on
the Senior Notes as of the date of the exchange described on Schedule 1.01 hereto
or interest that is thereafter deferred or “paid-in-kind”), which notes shall be
issued on terms substantially consistent with, but not more favorable to the
holders thereof than, the terms set forth in Schedule 1.01 hereto
and otherwise on terms and conditions substantially similar (but not more
favorable to the holders thereof) to the Senior Notes, and which otherwise
satisfy each of the following criteria:  (i)  a maturity date no
earlier than April 1, 2017, (ii) no 

     

    
      
        
        

      

      
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    scheduled
amortization of principal, (iii) no cash payments of interest prior to April 1,
2010 and (iii) the payment of such Indebtedness is subordinated in right of
payment to the Secured Obligations upon terms satisfactory to the Administrative
Agent.

     

    1.2   Amendment
to Definitions.  The definitions of “Adjusted
LIBO Rate”, “Alternate
Base Rate”, “Applicable
Rate”, “Availability”,
“Borrowing
Base”, “Commitment”,
“Fixed
Asset Component”, “Loan
Documents”, “Maturity
Date”, “Perfection
Certificate”, “Reserves”
and “Revolving
Commitment” contained in Section 1.02 of the Credit Agreement shall be
amended and restated to read in full as follows:

     

    “Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any
Interest Period, an interest rate per annum equal to the greater of (a) the
product (rounded upwards, if necessary, to the next 1/16 of 1%) of (i) the
LIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve
Rate and (b) three percent (3%).

     

     “Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus one-half
of one percent (0.5%) and (c) the Adjusted LIBO Rate with respect to Interest
Periods of one month on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus
two and one-quarter percent (2.25%), provided that, for the avoidance of doubt,
the Adjusted LIBO Rate for any day shall be calculated using the rate appearing
on Reuters Screen LIBOR01 (or on any successor or substitute screen of such
service, or any successor to or substitute for such service, providing rate
quotations comparable to those currently provided on such screen of such
service, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to dollar deposits
in the London interbank market) at approximately 11:00 a.m., London time on such
day.  Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate,
respectively.

     

     “Applicable
Rate” means, for any day, with respect to any ABR Loan or Eurodollar
Loan, or with respect to the commitment fees payable hereunder, as the case may
be, the rate per annum set forth below under the caption “ABR Spread”,
“Eurodollar Spread” or “Commitment Fee Rate”, as the case may be:

     

    
      	
              ABR
      Spread

            	
              Eurodollar
      Spread

            	
              Commitment
      Fee Rate

            
	
              3.
      25%

            	
              4.50%

            	
              .50%

            


    

    


    
      
        
        

      

      
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    “Availability”
means, at any time, an amount equal to (a) the lesser of the aggregate
Revolving Commitment and the Borrowing Base minus (b)
Reserves minus
(c) the aggregate Revolving Exposure of all Lenders minus
(d) the Availability Block.

     

    “Borrowing
Base” means, at any time, the sum of:

     

    (a)           85%
of the Borrowers’ Eligible Accounts at such time, plus

     

    (b)           the
sum of the following:

     

    (i)           the
lesser of (1) 70% of the Base Value of the Borrowers’ Eligible Inventory
consisting of primary finished goods and (2) the Inventory Advance Percentage of
Borrowers’ Eligible Inventory consisting of primary finished goods,
plus

     

    (ii)          the
lesser of (1) 70% of the Base Value of the Borrowers’ Eligible Inventory
consisting of raw materials and (2) the Inventory Advance Percentage of
Borrowers’ Eligible Inventory consisting of raw materials, plus

     

    (iii)         the
lesser of (1) 70% of the Base Value of the Borrowers’ Eligible In-Transit
Inventory and (2) the Inventory Advance Percentage of Borrowers’ Eligible
In-Transit Inventory, plus

     

    (c)           the
Fixed Asset Component.

     

    The
Administrative Agent may, in its Permitted Discretion, reduce the advance rates
set forth above, adjust Reserves or reduce one or more of the other elements
used in computing the Borrowing Base with any such changes to be effective
immediately upon delivery of notice thereof to the Borrower
Representative.  The Borrowing Base at any time shall be determined by
reference to the most recent Borrowing Base Certificate delivered to the
Administrative Agent pursuant to Section 5.01(f) of
the Credit Agreement.

     

    “Commitment”
means, with respect to each Lender, the sum of such Lender’s Revolving
Commitment, together with the commitment of such Lender to acquire
participations in Protective Advances hereunder as such Commitment may be
(a) reduced from time to time pursuant to Section 2.09, or (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section
9.04.  The initial amount of each Lender’s Commitment is set
forth on the Commitment Schedule, in the Assignment and Assumption or in any
joinder agreement related to any Commitment pursuant to which such Lender shall
have assumed its Commitment, as applicable.

     

    
      
        
        

      

      
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    “Fixed
Asset Component” means $10,000,000; provided that the Fixed Asset
Component shall reduce by (a) $1,000,000 on the first day of each calendar month
commencing on September 1, 2009 and continuing on the first Business Day of each
month thereafter throughout the term of the Credit Agreement and (b) an amount
determined by the Administrative Agent in its Permitted Discretion with respect
to any Fixed Asset Collateral which is the subject of a casualty event
(including, without limitation, damage, destruction or condemnation) or a
Disposition or otherwise no longer satisfies the criteria applicable to Eligible
Equipment or Eligible Real Property.

     

    “Loan
Documents” means this Agreement, the First Amendment, any promissory
notes issued pursuant to the Agreement, any Letter of Credit applications, the
Collateral Documents, the Loan Guaranty, and all other agreements, instruments,
documents and certificates identified in Section 4.01 executed
and delivered to, or in favor of, the Administrative Agent or any Lenders and
including all other pledges, powers of attorney, consents, assignments,
contracts, notices, letter of credit agreements and all other written matter
whether heretofore, now or hereafter executed by or on behalf of any Loan Party,
or any employee of any Loan Party, and delivered to the Administrative Agent or
any Lender in connection with the Agreement or the transactions contemplated
thereby.  Any reference in the Agreement or any other Loan Document to
a Loan Document shall include all appendices, exhibits or schedules thereto, and
all amendments, restatements, supplements or other modifications thereto, and
shall refer to the Agreement or such Loan Document as the same may be in effect
at any and all times such reference becomes operative.

     

    “Maturity
Date” means March 1, 2010 or any earlier date on which the Commitments
are reduced to zero or otherwise terminated pursuant to the terms
hereof.

     

    “Perfection
Certificate” means that certain Perfection Certificate dated as of the
First Amendment Effective Date, executed by each Loan Party and addressed to the
Administrative Agent

     

    “Reserves”
means any and all reserves which the Administrative Agent deems necessary, in
its Permitted Discretion, to maintain (including, without limitation and without
duplication, reserves for accrued and unpaid interest on the Secured
Obligations, Banking Services Reserves, Rent Reserves, PACA Reserves,
Storage/Handling Reserves, Exchange Reserves, Fuels Tax Reserves, Dilution
Reserves at any time that the
Dilution Ratio is greater than 5% (and then only to the extent in excess of
5%), Market Price Reserves, reserves for Inventory shrinkage, reserves
for customs charges and shipping charges related to any Inventory in transit,
reserves for Swap Obligations, reserves for contingent liabilities of any Loan
Party, reserves for uninsured losses of any Loan 

     

    
      
        
        

      

      
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    Party,
reserves for uninsured, underinsured, un-indemnified or under-indemnified
liabilities or potential liabilities with respect to any litigation and reserves
for taxes, fees, assessments, and other governmental charges) with respect to
the Collateral or any Loan Party.

     

    “Revolving
Commitment” means, with respect to each Lender, the commitment, if any,
of such Lender to make Loans and to acquire participations in Letters of Credit,
Overadvances and Swingline Loans hereunder, expressed as an amount representing
the maximum possible aggregate amount of such Lender’s Revolving Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.09
and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section
9.04.  The amount of each Lender’s Revolving Commitment is set
forth on the Commitment Schedule,
or in the Assignment and Assumption pursuant to which such Lender shall have
assumed its Revolving Commitment, as applicable.  The aggregate amount
of the Lenders’ total Revolving Commitments as of the First Amendment Effective
Date is $75,000,000 and will be automatically reduced on a pro-rata basis to
$60,000,000 on April 1, 2009 and to $50,000,000 on May 1, 2009.

     

    1.3 Amendment
to Definition of Eligible Accounts.  The definition of “Eligible
Accounts” set forth in Section 1.01 of the Credit Agreement shall be
amended to delete clause (b) thereof and replace it with the following clause
(b) which shall read in full as follows:

     

    (b)           which
is subject to ay Lien other than (i) a Lien in favor of the Administrative
Agent, (ii) a Permitted Encumbrance which does not have priority over the Lien
in favor of the Administrative Agent, (iii) rights of vendors arising under PACA
but only to the extent no past due amounts are owned to such vendors, and (iv) a
Lien in favor of the holders of the Senior Exchange Notes which is expressly
subordinated to the Lien in favor of the Administrative Agent;

     

    1.4 Amendment
to Definition of Eligible Equipment.  The definition of “Eligible
Equipment” set forth in Section 1.01 of the Credit Agreement shall be
amended to delete clause (b) thereof and replace it with the following clause
(b) which shall read in full as follows:

     

    (b)           such
Borrower has the right to subject such equipment to a Lien in favor of the
Administrative Agent; such equipment is subject to a first priority perfected
Lien in favor of the Administrative Agent and is free and clear of all other
Liens of any nature whatsoever (except for (i) Permitted Encumbrances which do
not have priority over the Lien in favor of the Administrative Agent and (ii) a
Lien in favor of the holders of the Senior Exchange Notes which is expressly
subordinated to the Lien in favor of the Administrative Agent);

     

    
      
        
        

      

      
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    1.5 Amendment
to Definition of Eligible Inventory.  The definition of “Eligible
Inventory” set forth in Section 1.01 of the Credit Agreement shall be
amended to delete clause (b) thereof and replace it with the following clause
(b) which shall read in full as follows:

     

    (b)           which
is subject to any Lien other than (i) a Lien in favor of the Administrative
Agent, (ii) a Permitted Encumbrance which does not have priority over the
Lien in favor of the Administrative Agent and (iii) a Lien in favor of the
holders of the Senior Exchange Notes which is expressly subordinated to the Lien
in favor of the Administrative Agent;

     

    1.6 Amendment
to Definition of Eligible Real Property.  The definition of
“Eligible
Real Property” set forth in Section 1.01 of the Credit Agreement shall be
amended to delete clause (c) thereof and replace it with the following clause
(c) which shall read in full as follows:

     

    (c)           (i)
in respect of which (A) the Administrative Agent is satisfied that all actions
necessary or desirable in order to create a perfected first priority Lien on
such real property have been taken, including, the filing and recording of
Mortgages and (B) which is not subject to any Lien other than (1) a Lien in
favor of the Administrative Agent, (2) a Permitted Encumbrance which does
not have priority over the Lien in favor of the Administrative Agent and (3) a
Lien in favor of the holders of the Senior Exchange Notes which is expressly
subordinated to the Lien in favor of the Administrative Agent;

     

    1.7 Amendment
to Definition of Fixed Charge Coverage Ratio.  The definition
of “Fixed
Charge Coverage Ratio” set forth in Section 1.01 of the Credit Agreement
shall be amended to delete subclause (v) of clause (b) thereof and replace it
with the following subclause (v) of clause (b) which shall read in full as
follows:

     

    (v)           [Intentionally
Deleted];

     

    1.8 Deleted
Definitions.  Section 1.01 of the Credit Agreement shall be
amended to delete the definitions of “Activation
Period”, “Commitment
Increase Agreement”, “Commitment
Increase Notice”, “Fixed
Charge Coverage Period”, “New
Lender”, “New
Lender Agreement”, “Pro Forma
Availability Test”, “Pro Forma
Fixed Charge Test” and “Quarterly
Fixed Asset Amortization Amount” in their entirety.

     

    1.9 Amendment
to Protective Advance Provision.  Clause (a) of Section 2.04 of
the Credit Agreement is hereby amended by deleting the reference to
“$10,000,000” contained therein and inserting in lieu thereof a reference to
“$7,500,000; provided further that, the
aggregate amount of outstanding Protective Advances plus the aggregate amount of
Overadvances outstanding at any time shall not exceed $7,500,000”.

     

    1.10 Amendment
to Swingline Loans Provision.  Clause (a) of Section 2.05 of
the Credit Agreement is hereby amended by deleting the reference to
“$25,000,000” contained therein and inserting in lieu thereof a reference to
“$5,000,000”.

     

    
      
        
        

      

      
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    1.11 Amendment
to Overadvance Provision.  Clause (c) of Section 2.05 of the
Credit Agreement is hereby amended by deleting the reference to “$10,000,000”
contained therein and inserting in lieu thereof a reference to “$7,500,000;
provided further that, the
aggregate amount of outstanding Overadvances plus the aggregate amount of
Protective Advances outstanding at any time shall not exceed
$7,500,000”.

     

    1.12 Amendment
to Repayment of Loans Provision.  Clause (b) of Section 2.10 of
the Credit Agreement is hereby amended by deleting the reference to “At all
times that full cash dominion is in effect pursuant to Section 7.3 of the
Security Agreement, on” in the first sentence thereof and inserting in lieu
thereof a reference to “On”.

     

    1.13 Amendment
to Prepayment of Loans Provision.  Clause (c) of Section 2.11
of the Credit Agreement is hereby amended by deleting the reference to “either
(i) so long as full cash dominion is not in effect, no prepayment shall be
required pursuant to this paragraph in respect of the Net Proceeds specified in
such certificate or (ii) if full cash dominion is in effect,”.

     

    1.14 Amendments
to Payments Generally; Allocation of Proceeds; Sharing of Set-offs
Provision.

     

    (a)           The
last sentence of clause (a) of Section 2.18 of the Credit Agreement is hereby
amended by deleting the reference to “At all times that full cash dominion is in
effect pursuant to Section 7.3 of the Security Agreement, solely” and inserting
in lieu thereof a reference to “Solely”.

     

    (b)           Clause
(f) of Section 2.18 of the Agreement is hereby amended and restated in its
entirety to read as follows:

     

    (f)           If
any Lender shall fail to make any payment required to be made by it hereunder,
then the Administrative Agent may, in its sole discretion and notwithstanding
any contrary provision hereof, (i) apply any amounts thereafter received by the
Administrative Agent for the account of such Lender for the benefit of the
Administrative Agent, the Swingline Lender or the Issuing Bank (or, following
the payment of all amounts then due to the Administrative Agent, the Swingline
Lender and the Issuing Bank, to the extent the Lenders shall have funded
payments to the Administrative Agent, the Swingline Lender or any Issuing Bank
in respect of other such amounts, for the benefit of the other Lenders) to
satisfy such Lender’s obligations under this Agreement until all such
unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a
segregated account as cash collateral for, and application to, any future
funding obligations of such Lender under this Agreement; in the case of each of
(i) and (ii) above, in any order as determined by the Administrative Agent in
its discretion.

     

    
      
        
        

      

      
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    1.15 Deletion
of Increase of Commitments Provisions.  Section 2.21 of the
Credit Agreement is hereby deleted in its entirety.  A reference to
“[Intentionally Deleted]” shall be inserted in lieu thereof.

     

    1.16 Defaulting
Lenders.  A new Section 2.22 shall be added to the Credit
Agreement as follows:

     

    Section
2.22       Defaulting
Lenders.  Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting
Lender:

     

    (a)           if
any Swingline Loans, Protective Advances or Overadvances are outstanding or if
any LC Exposure exists at the time a Lender becomes a Defaulting Lender
then:

     

    (i)           all
or any part of such outstanding Swingline Loans, Protective Advances,
Overadvances and LC Exposure shall be reallocated among the non-Defaulting
Lenders in accordance with their respective Modified Applicable Percentages but
only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit
Exposures plus such Defaulting Lender’s Applicable Percentage of Swingline
Loans, Protective Advances, Overadvances and LC Exposure does not exceed the
total of all non-Defaulting Lenders’ Commitments and (y) the conditions set
forth in Section 4.02 are satisfied at such time; and

     

    (ii)           if
the reallocation described in clause (i) above cannot, or can only partially, be
effected, the Borrowers shall within one Business Day following notice by the
Administrative Agent (x) first, prepay such Defaulting Lender’s Applicable
Percentage of outstanding Swingline Loans and (y) second, cash collateralize
such Defaulting Lender’s LC Exposure (after giving effect to any partial
reallocation pursuant to clause (i) above) in accordance with the procedures set
forth in Section 2.06(j) for so long as such LC Exposure is outstanding;
and

     

    (b)           so long as any Lender is a Defaulting
Lender, the Swingline Lender shall not be required to fund any Swingline Loan
and the Issuing Bank shall not be required to issue, amend or increase any
Letter of Credit, unless it is satisfied that the related exposure will be 100%
covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided
by the Borrowers in accordance with Section
2.22(a), and participating interests in any
such newly issued or increased Letter of Credit or newly made Swingline Loan
shall be allocated among non-Defaulting Lenders in a manner consistent with
Section 2.22(a)(i) (and Defaulting Lenders shall not
participate therein).

     

    
      
        
        

      

      
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    In the event that the Administrative
Agent, the Issuing Bank and
the Swingline Lender each agree that a Defaulting Lender has adequately remedied
all matters that caused such Lender to be a Defaulting Lender, then the
outstanding Swingline
Loans and LC Exposure of
the Lenders shall be readjusted to reflect the inclusion of such
Lender’s Commitment and on such date such
Lender shall purchase at par such of the Loans of the other Lenders (other than
Swingline Loans) as the Administrative Agent shall determine may be necessary in
order for such Lender to hold such Loans in accordance with its Applicable
Percentage.

     

    1.17 Amendment
to Financial Statements; Borrowing Base and Other Information
Provisions.  Section 5.01 of the Credit Agreement shall be
amended as follows:

     

    (a)           Clause
(a) shall be amended by inserting “,except for the audited consolidated balance
sheet and related statements delivered with respect to the fiscal year ending
December 31, 2008, which may include such a qualification or exception,” after
the words “without a ‘going concern’ or like qualification or exception” where
they appear in such clause (a) of Section 5.01 of the Credit
Agreement.

     

    (b)           Clause
(b) shall be amended by deleting the reference to “and
consolidating”.

     

    (c)           Clause
(c) shall be amended by (i) deleting the references to “and consolidating” and
(ii) deleting the reference to “provided, however, that such financial
statements will only be required from and after the occurrence of an Event of
Default or during an Activation Period;”.

     

    (d)           Clauses
(d) through (g) shall be amended and restated in full as follows:

     

    (d)           concurrently
with any delivery of financial statements under clauses (a), (b) and (c) above,
a certificate of a Financial Officer of the Borrower Representative in
substantially the form of Exhibit D
(i) certifying, in the case of the financial statements delivered under
clause (b), as presenting fairly in all material respects the financial
condition and results of operations of Holdings and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to year-end audit adjustments (which individually or in the
aggregate will not be material) and the absence of footnotes, (ii) certifying as
to whether a Default has occurred and, if a Default has occurred, specifying the
details thereof and any action taken or proposed to be taken with respect
thereto, (iii) setting forth reasonably detailed calculations demonstrating
compliance with Sections 6.01, 6.04, 6.05, 6.07 and 6.08, in the case of
the financial statements delivered under clauses (a) and (b),
(iv) containing or accompanied by such financial or other details, information
and material as Administrative Agent may request to evidence such compliance,
(v) 

     

    
      
        
        

      

      
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    stating
whether any change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in Section 3.04 and, if
any such change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate and (vi) stating that each
accounts receivable aging and reconciliation and accounts payable aging are
accurate and complete;

     

    (e)           (i)
as soon as available, but in any event not more than 30 days after the end of
each fiscal year of Holdings, a copy of the plan and forecast (including a
projected consolidated balance sheet, income statement and funds flow statement)
of Holdings and its consolidated Subsidiaries for each month of the upcoming
fiscal year (the “Projections”)
in form satisfactory to the Administrative Agent and (ii) as soon as available,
but in any event not more than three (3) days after the end of each calendar
week, a copy of the 13-week rolling cash flow budget and Availability
projections which include a comparison of the prior week’s budget to the actual
receipts and disbursements and a comparison of the prior week’s projected
Availability to actual Availability for such period in form satisfactory to
Administrative Agent;

     

    (f)           as
soon as available but in any event within three (3) days after the end of each
calendar week, prepared as of the last Business Day of the preceding calendar
week, (i) a Borrowing Base Certificate (including a “terminal reconciliation
report”) and supporting information in connection therewith, together with any
additional reports with respect to the Borrowing Base as the Administrative
Agent may reasonably request; and the Fixed Asset Component of the Borrowing
Base shall be updated concurrent with the sale or commitment to sell any assets
constituting Eligible Equipment or Eligible Real Property, (ii) to the extent
there has been a change in the information represented in the Perfection
Certificate, as updated by a Perfection Certificate Update, or the Perfection
Certificate, as updated by a Perfection Certificate Update, is no longer
accurate and complete, a Perfection Certificate Update, and (iii) the PACA
Reserve Report in the form of Exhibit I hereto;
provided that at any time, the
Administrative Agent, in its sole discretion, may require the delivery of a
Borrowing Base Certificate, a new Perfection Certificate or a Perfection
Certificate Update, PACA Reserve Report and supporting information more often
than weekly, including daily, in which event the Borrowing Base would be
adjusted immediately upon receipt of such reports;

     

    (g)           as
soon as available but in any event within twenty (20) days of the end of each
calendar month, prepared as of the last Business Day of the preceding calendar
month, all delivered electronically in a text formatted file acceptable to the
Administrative Agent:

     

    
      
        
        

      

      
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    (i) a
detailed aging of the Borrowers’ Accounts (A) including all invoices aged by
invoice date and due date (with an explanation of the terms offered) and
(B) reconciled to the Borrowing Base Certificate delivered as of such date
prepared in a manner reasonably acceptable to the Administrative Agent, together
with a summary specifying the name, address, and balance due for each Account
Debtor;

     

    (ii) a
worksheet of calculations prepared by the Borrowers to determine Eligible
Accounts and Eligible Inventory, such worksheets detailing the Accounts and
Inventory excluded from Eligible Accounts and Eligible Inventory and the reason
for such exclusion;

     

    (iii) a
reconciliation of the Borrowers’ Accounts and Inventory between the amounts
shown in the Borrowers’ general ledger and financial statements and the reports
delivered pursuant to clause (i) above and Section 5.01(o); and

     

    (iv) a
reconciliation of the loan balance per the Borrowers’ general ledger to the loan
balance under this Agreement;

     

    provided, that at any time, the
Administrative Agent, in its sole discretion, may require delivery of the
information required by this clause (g) more often than monthly, including
weekly or daily.

     

    (e)           New
clauses (n) through (p) shall be added at the end of such Section and shall read
in full as follows:

     

    (n)           on
each Business Day, an Interim Account Report (sales and collections) in the form
of Exhibit J
hereto, prepared as of the preceding Business Day;

     

    (o)           as
soon as available but in any event within three (3) days of the end of each
calendar week, prepared as of the last Business Day of the preceding calendar
week, delivered electronically in a text formatted file acceptable to the
Administrative Agent, a schedule detailing the Borrowers’ Inventory, in the form
of the Inventory Designation Report or such other form required by the
Administrative Agent, (A) by location (showing Inventory in transit, any
Inventory located with a third party under any consignment, bailee arrangement,
or warehouse agreement), by class (raw material, work-in-process and finished
goods), by product type, and by volume on hand, which Inventory shall be valued
at the lower of cost (determined on a first-in, first-out basis) or market and
adjusted for Reserves as the Administrative Agent has previously indicated to
the Borrower Representative are deemed by the Administrative Agent to be
appropriate, (B) including a report of any variances or other results of


     

    
      
        
        

      

      
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    Inventory
counts performed by the Borrowers since the last Inventory schedule (including
information regarding sales or other reductions, additions, returns, credits
issued by Borrowers and complaints and claims made against the Borrowers), and
(C) reconciled to the Borrowing Base Certificate delivered as of such date;
provided, that at any time, the
Administrative Agent, in its sole discretion, may require delivery of the
information required by this clause (o) more often than weekly, including
daily; and

     

    (p)           promptly
after the same becomes available, any written report, analysis, forecast,
recommendations or other information delivered from Houlihan to any Loan Party
and, upon request of Administrative Agent, any information or updates concerning
Houlihan’s activities.

     

    1.18 Amendment
to Appraisals Provision.  Section 5.11 of the Credit Agreement
shall be amended and restated to read in full as follows:

     

    Section
5.11       Appraisals.  At
any time that the Administrative Agent requests, the Borrowers and the
Subsidiaries will provide the Administrative Agent with appraisals or updates
thereof of their Inventory, Equipment and Real Property from an appraiser
selected and engaged by the Administrative Agent, and prepared on a basis
satisfactory to the Administrative Agent, such appraisals and updates to
include, without limitation, information required by applicable law and
regulations.  Any such appraisal or update thereof shall be at the
expense of the Borrowers.  Without limiting the foregoing,
Administrative Agent anticipates that it will request two such appraisals per
fiscal year.

     

    1.19 Amendment
to Field Examinations Provision.  Section 5.14 of the Credit
Agreement shall be amended and restated to read in full as follows:

     

    Section
5.14       Field
Examinations.  At any time that the Administrative Agent
requests, the Borrowers will provide the Administrative Agent, at the sole
expense of the Borrowers, reports of a collateral field examiner approved by the
Administrative Agent (which may be the Administrative Agent or an affiliate
thereof) with respect to all of the components of the Borrowing Base and such
other matters regarding the Loan Parties or the Collateral as the Administrative
Agent shall reasonably require.  Each field examination shall be at
the expense of the Borrowers.  Without limiting the foregoing,
Administrative Agent anticipates that it will request one such field examination
per fiscal quarter.

     

    1.20 Cooperation
with FTI.  A new Section 5.18 shall be added to the Credit
Agreement as follows:

     

    Section
5.18       Cooperation with
FTI.  The Loan Parties shall fully cooperate, and shall cause
Houlihan to fully cooperate, with FTI in performing its work as financial
advisor to the Administrative Agent and its counsel, which shall 

     

    
      
        
        

      

      
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    include,
without limitation, an analysis of the Loan Parties’ operations and
restructuring alternatives.  Subject to the terms and provisions of
Section 9.12, the Loan Parties shall provide FTI, and shall cause Houlihan to
provide FTI, with any information or updates requested by FTI concerning the
Loan Parties’ activities, operations and financial condition.

     

    1.21 Exchange
Offer.  A new Section 5.19 shall be added to the Credit
Agreement as follows:

     

    Section
5.19      Senior Note
Documents.  The Administrative Agent shall receive no later
than March 31, 2009 formal written agreement(s), which shall be in form and
substance reasonably satisfactory to Administrative Agent, between Holdings and
the holders of at least eighty percent (80%) in principal amount of the Senior
Notes pursuant to which the parties thereto shall have committed to the binding
terms of an exchange offer by Holdings whereby such Holders shall exchange their
Senior Notes for Senior Exchange Notes or evidence of irrevocable tender of
Senior Notes for Senior Exchange Notes by holders of at least 80% in principal
amount of the Senior Notes (the “Exchange
Offer”). The Exchange Offer shall be completed with not less than ninety
percent (90%) in principal amount of the Senior Notes participating in the
Exchange Offer no later than April 15, 2009; provided, that if, prior to April
1, 2009, 90% of the interest payment in respect of the Senior Notes that is
currently due and owing on April 1, 2009 shall have been deferred pursuant to
the Senior Note Documents to a date no earlier than May 31, 2009, the Exchange
Offer may be completed on the terms described above no later than May 15,
2009.

     

    1.22 Amendment
to Debt Covenant.  Section 6.01 of the Credit Agreement shall
be amended to delete clause (i) thereof and replace it with the following clause
(i) which shall read in full as follows:

     

    (i)           Indebtedness
evidenced by the Senior Notes and extensions, renewals and replacements of any
such Indebtedness (i) in accordance with clause (f) of this
Section 6.01 or (ii) in the form of Senior Exchange Notes; and

     

    1.23 Amendment
to Lien Covenant.  Section 6.02 of the Credit Agreement shall
be amended to add new clauses (j) and (k) at the end of such Section which shall
read in full as follows:

     

    (j)           mechanic’s
liens described on Schedule 6.02B and
other mechanic’s or other like Liens imposed by law; provided, that such Liens do
not encumber Property other than the real property commonly known as 2157 Bluff
Road, Mount Vernon, Indiana 47620 and 2103 Harvest Drive, Aurora, NE 
68818; and

     

    (k)           Liens securing the Senior Exchange
Notes; provided, that, (i) such Liens shall not secure any
Property of the Loan Parties other than Collateral, (ii) such Liens shall be
subordinated to the Liens in favor of the 

     

    
      
        
        

      

      
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    Administrative Agent on terms and
conditions set forth in an intercreditor and subordination agreement, in form
and substance acceptable to the Administrative Agent in its sole discretion,
which agreement shall (1) be entered into prior to or contemporaneously with the
granting of any such Liens securing the Senior Exchange Notes and (2) provide
for lien subordination, payment subordination, an unlimited remedies standstill,
turnover of amounts received, no opposition to or interference with the
Administrative Agent’s exercise of remedies with respect to collateral
(including the sale thereof), the automatic release of any lien against
collateral so sold concurrently with the release of the Administrative Agent’s
lien and such other terms providing for “silent” second liens as determined by
Administrative Agent in its sole and absolute discretion, and (iii) such Liens
shall not have priority over the Liens in favor of the Administrative
Agent.

     

    1.24 Amendments
to Investments, Loans, Advances, Guarantees and Acquisitions. Section
6.04 of the Credit Agreement shall be amended to delete clauses (c) and (d)
thereof and replace them with the following clauses which shall read in full as
follows:

     

    (c)           investments
by any Loan Party or any Subsidiary in Equity Interests in any other Person,
provided that
(i) any such Equity Interests held by a Loan Party shall be pledged pursuant to
the Security Agreement (subject to the limitations applicable to common stock of
a Foreign Subsidiary referred to in Section 5.13), (ii)
in the case of investments by Loan Parties or any Subsidiary in Persons that are
not Loan Parties (A) such investments were made prior to the First Amendment
Effective Date and (B) such investments were permitted under this Agreement as
in effect on the date such investments were made and (iii) such Person does not
become a Subsidiary of Holdings as a result thereof; and

     

    
      (d)           loans or
advances made by any Loan Party or any Subsidiary to any other Person, provided that (i) any
such loans and advances made by a Loan Party shall be evidenced by a promissory
note pledged pursuant to the Security Agreement and (ii) in the case of loans
and advances made by Loan Parties or any Subsidiary to Persons that are not Loan
Parties (A) such loans or advances were made prior to the First Amendment
Effective Date and (B) such loans and advances were permitted under this
Agreement as in effect on the date such loans and advances were
made;

    

     

    1.25 Amendments
to Restricted Payments Provision.

     

    (a)           Clauses
(iv) and (v) of Section 6.08(a) of the Credit Agreement shall be amended and
restated to read in full as follows:

     

    (iv) the
Loan Parties may make Restricted Payments (A) to enable the payment by Holdings
of amounts then due and payable under the Senior Notes to the extent such
payments are permitted under clause (b) of this Section 6.08 and (B)
to be used by Parent or Holdings to pay taxes, franchise fees, licensing
expenses, and other fees and expenses of the Loan Parties to maintain their
existence and other similar amounts in the ordinary course of business,
and

     

    
      
        
        

      

      
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    (v)
[Intentionally Deleted].

     

    (b)           Clauses
(ii), (iv) and (v) of Section 6.08(b) of the Credit Agreement shall be amended
and restated to read in full as follows:

     

    (ii)
[Intentionally Deleted],

     

    (iv) the
Loan Parties may make Restricted Payments to enable the payment by Holdings of
(A) amounts then due and payable under the Senior Notes (but not any extensions,
renewals and replacements thereof), provided, that, the amount of
payments permitted by this clause (iv)(A) shall in no event exceed $1,500,000 in
any period of two consecutive fiscal quarters and (B) amounts to be used by
Parent or Holdings to pay taxes, franchise fees, licensing expenses, and other
fees and expenses of the Loan Parties to maintain their existence and other
similar amounts in the ordinary course of business, and

     

    (v)
[Intentionally Deleted].

     

    1.26 Amendment
to Restrictive Agreements Provision.  Clause (i) of the proviso
set forth in Section 6.10 of the Credit Agreement shall be amended and restated
to read in full as follows:

     

    (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by
any Loan Document or any Senior Exchange Note Document,

     

    1.27 Amendment
to Material Documents Provision.  Section 6.11 of the Credit
Agreement shall be amended and restated to read in full as follows:

     

    Section
6.11       Amendment to Material
Documents.  No Loan Party will, nor will it permit any Subsidiary to,
amend, modify or waive any of its rights under (a) any agreement relating to any
Subordinated Indebtedness to the extent any such amendment, modification or
waiver would be adverse to the Lenders, (b) its certificate of incorporation,
by-laws, operating, management or partnership agreement or other organizational
documents to the extent any such amendment, modification or waiver would be
adverse to the Lenders, or (c) the Senior Note Documents or the Senior
Exchange Note Documents.

     

    1.28 Fixed
Charge Coverage Ratio. Section 6.13 of the Credit Agreement shall be
deleted in its entirety.

     

    1.29 Events of
Default.  Article VII(d), Article VII(e) and Article VII(f) of
the Credit Agreement shall be amended and restated in full as
follows:

     

    (d)           any
Loan Party shall fail to observe or perform any covenant, condition or agreement
contained in Section
5.01(e)(ii), Section 5.01(f),
Section
5.01(n), Section 5.01(o),
Section
5.02(a), Section
5.03 (with respect to a Loan Party’s existence), Section 5.08, Section 5.18, Section 5.19, or in
Article
VI;

     

    
      
        
        

      

      
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    (e)           any
Loan Party shall fail to observe or perform any covenant, condition or
agree­ment contained in this Agreement (other than those which constitute a
default under another Section of this Article), and such failure shall continue
unremedied for a period of (i) 5 days after the earlier of any Loan Party’s
knowledge of such breach or notice thereof from the Administrative Agent (which
notice will be given at the request of any Lender) if such breach relates to
terms or provisions of Section 5.01 (other
than Section
5.01(e)(ii), Section 5.01(f),
Section 5.01(n)
and Section
5.01(o)), Section 5.02 (other
than Section
5.02(a)), Section 5.03 through
Section 5.07,
Section 5.09,
Section 5.10 or
Section 5.12 of
this Agreement or (ii) 15 days after the earlier of any Loan Party’s knowledge
of such breach or notice thereof from the Administrative Agent (which notice
will be given at the request of any Lender) if such breach relates to terms or
provisions of any other Section of this Agreement;

     

    (f)           any
Loan Party or any Subsidiary shall fail to make any payment (whether of
principal or interest, and with respect to interest such failure continues
beyond any cure or grace period, and regardless of amount) in respect of any
Material Indebtedness (including any of the Senior Notes), when and as the same
shall become due and payable;

     

    1.30 Events of
Default.  Article VII of the Credit Agreement shall be amended
to add a new clause (s) thereto which shall read in full as
follows:

     

    (s)           any
Enforcement Action shall have been taken with respect to carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s and other like Liens imposed by law securing
claims in an aggregate amount in excess of $500,000;

     

    1.31 Amendment
to Agency Provisions.  Article VIII of the Credit Agreement
shall be amended to add the following sentence at the end of the first paragraph
of such Article:

     

    Without
limiting the generality of the foregoing, each of the Lenders, for itself and on
behalf of any of its Affiliates, the Issuing Bank, and the other agents hereby
irrevocably appoints the Administrative Agent to act as its agent under any
intercreditor and/or subordination agreement that constitutes a Loan Document
and authorizes the Administrative Agent to execute any intercreditor and/or
subordination agreement contemplated by the terms of this Agreement on its
behalf.

     

    1.32 Replacement
of Commitment Schedule.  The Commitment Schedule to the Credit
Agreement shall be replaced in its entirety with the Commitment Schedule to this
First Amendment and the Commitment Schedule hereto shall be deemed to be
attached as the Commitment Schedule to the Credit Agreement.

     

    1.33 Additional
Schedule.  New Schedule 6.02B shall be added to the Credit
Agreement in the form of Schedule 6.02B to
this First Amendment, and Schedule 6.02B hereto
shall be deemed to be attached as Schedule 6.02B to the Credit
Agreement.

     

    
      
        
        

      

      
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    1.34 Additional
Exhibits.  New Exhibits J and K shall be added to the Credit
Agreement in the form of Exhibits J and K to this First
Amendment, respectively, and Exhibits J and K hereto shall be
deemed to be attached as Exhibits J and K to the Credit Agreement.

     

    1.35 Replacement
of Exhibits.  Exhibit C to the Credit Agreement shall be
replaced in its entirety with Exhibit C to this
First Amendment and Exhibit C hereto
shall be deemed to be attached as Exhibit C to the Credit
Agreement.  Exhibit D to the Credit Agreement shall be replaced in its
entirety with Exhibit
D to this First Amendment and Exhibit D hereto
shall be deemed to be attached as Exhibit D to the Credit Agreement

     

    1.36 Deletion
of Exhibits.  Exhibit F and Exhibit G to the Credit Agreement,
and all references to such Exhibits contained in the Credit Agreement, are
hereby deleted in their entirety.

     

    SECTION 2. Limited
Waiver.  Borrowers hereby acknowledge that Borrowers have
(a) failed to comply with Section 5.01(d) of the Credit Agreement as a
result of Borrowers’ failure to timely deliver the Compliance Certificate for
the quarter ended December 31, 2008 which Compliance Certificate was delivered
prior to the date hereof, but after the date required in Section 5.01(d) of the
Credit Agreement, (b) failed to comply with Section 5.02(e) of the Credit
Agreement as a result of the Borrowers' failure to timely deliver copies of
notices of default from the LeMoy, MO terminal (which defaults have since been
cured), which notices were delivered prior to the date hereof, but after the
date required by Section 5.02(e) of the Credit Agreement and (c) failed to
comply with their obligations under Section 5.04 of the Credit Agreement solely
as a result of the failure to pay in full all amounts due and owing under (i)
that certain Engineering, Procurement and Construction Services
Fixed  Price Contract dated as of May 31, 2007 by and between Aurora
West and Kiewit Energy Company, as amended on October 1, 2008 by Amendment to
Engineering, Procurement and Construction Services Fixed Price Contract and as
further amended on December 31, 2008 by Change Order Number __ to Engineering,
Procurement and Construction Services Fixed  Price Contract Location:
Aurora West, and (ii) that certain Engineering, Procurement and Construction
Services Fixed Price Contract dated as of May 31, 2007 by and between Mt Vernon
and Kiewit Energy Company, as amended on December 31, 2008 by Change Order
Number __ to Engineering, Procurement and Construction Services
Fixed  Price Contract Location: Mt. Vernon (the “Specified
Defaults”).  In reliance on the representations and warranties
of Loan Parties contained herein, and subject to the limitations set forth
herein, Administrative Agent hereby waives the Specified Defaults. The limited
waiver granted under this First Amendment is limited solely to the Specified
Defaults, and nothing contained herein shall be deemed a consent to, or waiver
of, any other action or inaction of Borrowers which constitutes (or would
constitute) a violation of any provision of the Credit Agreement or any other
Loan Document, or which results (or would result) in a Default or Event of
Default under the Credit Agreement or any other Loan Document. Neither
Administrative Agent nor the Lenders shall be obligated to grant any future
waivers, consents, or amendments with respect to the Credit Agreement or any
other Loan Document.

     

    SECTION 3. Conditions
Precedent.  The effectiveness of the amendments to the Credit
Agreement contained in Section 1 hereof and
the limited waiver contained in Section 2 hereof are
subject to the satisfaction of each of the following conditions precedent (the
date on 

     

    
      
        
        

      

      
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    which
each of the following conditions precedent shall be satisfied is referred to
herein as the “First
Amendment Effective Date”):

     

    3.1 Fees and
Expenses.  Borrowers shall have paid all fees and expenses due
and owing in connection with this First Amendment, including, without
limitation, a Lender fee payable to each Lender that delivers an executed
counterpart of this First Amendment on or prior to the First Amendment Effective
Date in the amount equal to 75 basis points of such Lender’s Revolving
Commitment on the First Amendment Effective Date (after giving effect to the
amendment set forth herein).    Borrowers shall have paid to
Vinson & Elkins L.L.P. the amount of $200,000 and to FTI the amount of
$200,000 to be held as retainers for future fees and expenses to be incurred by
such Persons.

     

    3.2 Amendment
to Pledge and Security Agreement.  The Loan Parties and the
Administrative Agent shall have entered into an amendment to the Pledge and
Security Agreement in form and substance satisfactory to the Administrative
Agent, which amendment shall provide that all amounts deposited in the
Collection Account (as defined in the Security Agreement) shall at all times be
applied (and allocated) by Administrative Agent in accordance with Section
2.10(b) of the Credit Agreement (as amended hereby).

     

    3.3 Projections.  The
Administrative Agent shall have received the Projections for the fiscal year
ending December 31, 2009 in form satisfactory to the Administrative
Agent.

     

    3.4 Perfection
Certificate.  The Administrative Agent shall have received the
Perfection Certificate dated as of the First Amendment Effective Date in form
and substance satisfactory to the Administrative Agent.

     

    3.5 Accuracy
of Information.   All information provided by the Loan
Parties to Administrative Agent and the Lenders in connection with this First
Amendment including, without limitation, information concerning financial
status, assets, liabilities or business plans, whether communicated orally or in
writing, shall be true and correct in all material respects; provided that, with
respect to projected financial information, the Loan Parties represent only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time delivered.

     

    3.6 Documentation.  The
Administrative Agent shall have received such other documents, instruments and
agreements as it or any Lender may reasonably request, all in form and substance
reasonably satisfactory to the Administrative Agent and the
Lenders.

     

    3.7 No
Defaults.  After giving effect to the limited waiver contained
in Section 2
hereof, no Default or Event of Default shall exist.

     

    SECTION 4. Representations
and Warranties.  In order to induce the Administrative Agent
and each Lender to enter into this First Amendment, each Loan Party hereby
jointly and severally represents and warrants to the Administrative Agent and
each Lender, as of the First Amendment Effective Date, that:

     

    
      
        
        

      

      
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    4.1 Accuracy
of Representations and Warranties.  Each of the representations
and warranties of each Loan Party contained in the Loan Documents (as modified
hereby) is true and correct in all material respects as of the First Amendment
Effective Date (except to the extent that such representations and warranties
are expressly made as of a particular date, in which event such representations
and warranties were true and correct as of such date).

     

    4.2 Due
Authorization, No Conflicts.  The execution, delivery and
performance by each Loan Party of this First Amendment and all other documents,
instruments or agreements executed by any Loan Party in connection with this
First Amendment, are within each such Loan Party’s organizational powers, as
applicable, have been duly authorized by all necessary organizational action, as
applicable, require no action by or in respect of, or filing with, any
governmental body, agency or official and do not violate or constitute a default
under any provision of applicable law or any material agreement binding upon any
Loan Party or result in the creation or imposition of any Lien upon any of the
assets of any Loan Party except for Permitted Encumbrances.

     

    4.3 Validity
and Binding Effect.  This First Amendment and all other
documents, instruments or agreements executed by any Loan Party in connection
with this First Amendment each constitute the valid and binding obligations of
each such Loan Party enforceable in accordance with their respective terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors’ rights generally, and the availability of
equitable remedies may be limited by equitable principles of general
application.

     

    4.4 Absence
of Defaults.  After giving effect to the limited waiver
contained in Section
2 hereof, neither a Default nor an Event of Default has occurred which is
continuing.  Each Loan Party has complied with all of its obligations
under the Loan Documents in all material respects.

     

    4.5 No
Defense.  No Loan Party has any defense to payment,
counterclaim or right of set-off with respect to any of the Obligations on the
date hereof.

     

    4.6 Amounts
Outstanding.  As of March 4, 2009, the amounts of principal and
accrued interest outstanding under the Credit Agreement are as
follows:

     

    
      	Principal	 	
              $22,450,000.00

            	 
	Interest 	 	
               $102,258.76

            	 
	Total 	 	
               $22,552,258.76

            	 


    

                                                        

    4.7 Valid
Liens.  The Lenders have and will continue to possess valid and
perfected security interests in, and Liens upon, all of the Collateral as set
forth in the Loan Documents.

     

    4.8 Accuracy
of Information.  All information provided by the Loan Parties
to Administrative Agent and the Lenders in connection with this First Amendment
including, without limitation, information concerning financial status, assets,
liabilities or business plans, whether communicated orally or in writing, shall
be true and correct in all material respects.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    SECTION 5. Miscellaneous.

     

    5.1 Reaffirmation
of Loan Documents; Extension of Liens.  Any and all of the
terms and provisions of the Credit Agreement and the Loan Documents are hereby
acknowledged and affirmed and shall, except as amended and modified hereby,
remain in full force and effect.  Except as expressly provided herein,
the execution and delivery of this First Amendment shall not: (a) constitute an
extension, modification, or waiver of any aspect of the Loan Documents or any
right or remedy thereunder; (b) extend the terms of the Loan Documents or the
due date of any of the loans set forth therein; (c) establish a course of
dealing between the Administrative Agent, the Lenders and the Loan Parties or
give rise to any obligation on the part of Administrative Agent or any Lender to
extend, modify or waive any term or condition of the Loan Documents; or (d) give
rise to any defenses or counterclaims to Administrative Agent’s and the Lenders’
right to compel payment of any Obligation or to otherwise enforce its rights and
remedies under the Loan Documents. Each Loan Party hereby extends each Lien
granted by such Loan Party to secure the Obligations until the Obligations have
been paid in full, and agree that the amendments and modifications herein
contained shall in no manner affect or impair the Obligations or the Liens
securing payment and performance thereof, all of which are ratified and
confirmed.

     

    5.2 Parties
in Interest.  All of the terms and provisions of this First
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.

     

    5.3 Counterparts,
Effectiveness of First Amendment.  This First Amendment may be
executed in counterparts, and all parties need not execute the same counterpart;
however, no party shall be bound by this First Amendment until this First
Amendment has been executed by each Loan Party, the Administrative Agent and
Supermajority Lenders.  Facsimiles shall be effective as
originals.

     

    5.4 COMPLETE
AGREEMENT.  THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

     

    5.5 Headings.  The
headings, captions and arrangements used in this First Amendment are, unless
specified otherwise, for convenience only and shall not be deemed to limit,
amplify or modify the terms of this First Amendment, nor affect the meaning
thereof.

     

    5.6 Expenses.  Borrowers
hereby agree to pay on demand all fees and expenses of Vinson & Elkins
L.L.P., counsel to the Administrative Agent, and FTI incurred in connection with
the Loan Documents and the transactions contemplated
thereby.  Borrowers acknowledge that they will receive a summary
invoice reflecting only the total amount due and that such summary invoice will
not contain any narrative description of the services provided by Vinson &
Elkins L.L.P. or FTI.   Borrower agrees that delivery of such
summary invoices shall 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    not in
any way constitute a waiver of any right or privilege of the Administrative
Agent and Lenders associated with such invoices.

     

    5.7 No
Implied Waivers.  No failure or delay on the part of the
Lenders or the Administrative Agent in exercising, and no course of dealing with
respect to, any right, power or privilege under this First Amendment, the Credit
Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege under this
First Amendment, the Credit Agreement or any other Loan Document preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.

     

    5.8 Review
and Construction of Documents.  Each Loan Party hereby
acknowledges, and represents and warrants to the Lenders, that (a) such
Loan Party has had the opportunity to consult with legal counsel of its own
choice and has been afforded an opportunity to review this First Amendment with
its legal counsel, (b) such Loan Party has reviewed this First Amendment
and fully understands the effects thereof and all terms and provisions contained
herein, (c) such Loan Party has executed this First Amendment of its own
free will and volition, and (d) this First Amendment shall be construed as
if jointly drafted by the Loan Parties and the Lenders.  The recitals
contained in this First Amendment shall be construed to be part of the operative
terms and provisions of this First Amendment.

     

    5.9 Arms-Length/Good
Faith.  This First Amendment has been negotiated at arms-length
and in good faith by the parties hereto.

     

    5.10 Interpretation.  Wherever
the context hereof shall so require, the singular shall include the plural, the
masculine gender shall include the feminine gender and the neuter and vice
versa.  The headings, captions and arrangements used in this First
Amendment are for convenience only and shall not affect the interpretation of
this First Amendment.

     

    5.11 Severability.  In
case any one or more of the provisions contained in this First Amendment shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other
provision hereof, and this First Amendment shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained
herein.

     

    5.12 Further
Assurances.  Each Loan Party agrees to execute, acknowledge,
deliver, file and record such further certificates, instruments and documents,
and to do all other acts and things, as may be requested by the Lenders or the
Administrative Agent as necessary or advisable to carry out the intents and
purposes of this First Amendment.

     

    5.13 Release.  EACH
LOAN PARTY ACKNOWLEDGES AND AGREES THAT: (a) THE AMOUNTS SET FORTH IN SECTION 4.6 ABOVE ARE
OUTSTANDING OBLIGATIONS WITHOUT CLAIM, OFFSET, COUNTERCLAIM, DEFENSE OR
AFFIRMATIVE DEFENSE OF ANY KIND AND THE OBLIGATIONS REMAIN THE CONTINUING AND
INDIVIDUAL OBLIGATIONS OF THE LOAN PARTIES, UNTIL ALL AMOUNTS DUE THEREUNDER,
INCLUDING ATTORNEYS’ FEES AND COSTS INCURRED BY ADMINISTRATIVE AGENT AND THE
LENDERS IN CONNECTION 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    WITH THIS
FIRST AMENDMENT OR ENFORCEMENT OF THE LOAN DOCUMENTS, ARE PAID IN FULL; (b) THE
LIENS AND SECURITY INTERESTS GRANTED TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT
OF THE LENDERS BY EACH OF THE LOAN PARTIES ARE AND REMAIN VALID AND PERFECTED
SECURITY INTERESTS IN THE ASSETS OF THOSE PARTIES; AND (c) AS OF THE DATE
HEREOF, EACH LOAN PARTY HEREBY RELEASES, DISCHARGES, AGREES TO HOLD HARMLESS AND
COVENANTS NOT TO SUE THE ADMINISTRATIVE AGENT, THE LENDERS AND THEIR RESPECTIVE
REPRESENTATIVES, AGENTS, EMPLOYEES, ATTORNEYS, DIRECTORS, OFFICERS, PARENTS,
AFFILIATES, ASSIGNS, INSURERS, SUBSIDIARIES, AND THEIR SUCCESSORS AND ASSIGNS
(COLLECTIVELY, THE “RELEASED
PARTIES”) FROM AND ON ACCOUNT OF ANY AND ALL CLAIMS, DEFENSES,
AFFIRMATIVE DEFENSES, SETOFFS, COUNTERCLAIMS, ACTIONS, CAUSES OF ACTION, SUITS,
CONTROVERSIES, AGREEMENTS, PROVISIONS, LIABILITIES AND DEMANDS IN LAW OR IN
EQUITY, WHETHER KNOWN OR UNKNOWN (COLLECTIVELY, THE “CLAIMS”)
WHICH ANY LOAN PARTY EVER HAD, NOW HAS, OR MAY HEREAFTER HAVE AGAINST OR RELATED
TO THE RELEASED PARTIES THROUGH THE DATE OF THIS AGREEMENT, TO THE EXTENT SUCH
CLAIMS RELATE TO OR ARISE OUT OF THE LOAN DOCUMENTS OR THE TRANSACTIONS
DESCRIBED THEREIN, THE OBLIGATIONS,  OR THE ADMINISTRATION OF THE LOAN
DOCUMENTS.  Notwithstanding
the foregoing or any other provision of this First Amendment, all of the parties
hereto acknowledge the dispute that forms the basis for the claims now pending
before the Circuit Court for the Tenth Judicial Circuit, Tazewell County,
Illinois in Aventine
Renewable Energy, Inc. v. JP Morgan Securities, Inc. and JP Morgan Chase Bank,
N.A., case
number 08 L 142.  Neither the foregoing release nor any other provision of
this First Amendment shall be deemed to release, prejudice, or affect in any way
the claims that are currently alleged in that proceeding or any claims that in
the future may be alleged in that proceeding, in an
arbitration proceeding, or in a proceeding in any other forum, related to
or based in
whole or part on the claims that are currently alleged in that
proceeding.

     

    5.14 Guarantees.  (a)
Each of the Loan Guarantors hereby acknowledges and agrees to the continuing
authenticity and enforceability of each of the Guarantees notwithstanding the
agreements set forth herein.  Each of the Loan Guarantors hereby
ratify and reaffirm each of the Guarantees in their entirety, confirm the
continuing validity of each of the Guarantees and agree that each of the
Guarantees shall remain in full force and effect until the Obligations have been
paid in full in cash to the Lenders and all remaining obligations of the Loan
Parties to the Administrative Agent and the Lenders under the Loan Documents and
this First Amendment have been performed to the Administrative Agent’s and the
Lenders’ satisfaction.  The Guarantees are incorporated herein by
reference.

     

    (b)           Each
of the Loan Guarantors agrees that, as of the date hereof, it has no claims or
defenses of any kind by way of offset or otherwise to the payment and
satisfaction in full of the Obligations to the Administrative Agent or the
Lenders pursuant to each of the Guarantees.  To the extent that any
such claim or defense may presently exist or may arise in the future, each of
the Loan Guarantors expressly waive any and all claims or defenses against any
of the Released Parties that now or hereafter exist by reason of, among other
things, and without limitation: (a) any and all amendments or modifications of
any document or instrument; (b) any and all 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    alterations,
accelerations, extensions or other changes in the time or manner of payment or
performance of the Obligations; (c) any and all increases or decreases in the
rate of interest or other charges; (d) the release, substitution or addition of
any collateral or any shareholder of the corporation; (e) any failure of
Administrative Agent to give notice of default to the Loan Parties; (f) any
failure of the Administrative Agent or the Lenders to pursue the Loan Parties or
any of the Loan Parties’ property with due diligence; or (g) any failure of the
Administrative Agent or the Lenders to resort to the Collateral or to remedies
which may be available to it.

     

    5.15 WAIVER OF
JURY TRIAL.  EACH LOAN PARTY HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
FIRST AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH
LOAN PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREE­MENT BY, AMONG OTHER THINGS, THE WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

     

    5.16 WAIVER OF
CONSEQUENTIAL DAMAGES.  EACH LOAN PARTY HEREBY WAIVES ANY RIGHT
ANY OF THEM MAY NOW OR HEREAFTER HAVE TO CLAIM OR RECOVER FROM ADMINISTRATIVE
AGENT OR ANY LENDER ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS
OPPOSED TO DIRECT OR ACTUAL DAMAGES).

     

    5.17 Governing
Law.  The First Amendment shall be governed by and construed in
accordance with the laws of the State of New York, but giving effect to federal
laws applicable to national banks.

     

    [Signature
Pages Follow]

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the
day and year first above written.

     

    
      BORROWERS:

    

    


    
      	
               
      

            	
              AVENTINE
      RENEWABLE ENERGY, INC.

            


    

    


    
      	
               
      

            	
              By:

            	
              /s/ Ronald H.
      Miller

            	 


    

    
      	
               
      

            	
              Name:
      Ron Miller

            


    

    
      	
               
      

            	
              Title:
      President & CEO

            


    

    


    


    
      	
               
      

            	
              AVENTINE
      RENEWABLE ENERGY – MT VERNON, LLC

            


    

    


    
      	
               
      

            	
              By:

            	
              /s/ Ronald H.
      Miller

            	 


    

    
      	
               
      

            	
              Name:
      Ron Miller

            


    

    
      	
               
      

            	
              Title:
      President & CEO

            


    

    


    


    
      	
               
      

            	
              AVENTINE
      RENEWABLE ENERGY – AURORA WEST, LLC

            


    

    


    
      	
               
      

            	
              By:

            	
              /s/ Ronald H.
      Miller

            	 


    

    
      	
               
      

            	
              Name:
      Ron Miller

            


    

    
      	
               
      

            	
              Title:
      President & CEO

            


    

    


    OTHER
LOAN PARTIES:

    


    
      	
               
      

            	
              AVENTINE
      RENEWABLE ENERGY HOLDINGS, INC.

            


    

    


    
      	
               
      

            	
              By:

            	
              /s/ Ronald H.
      Miller

            	 


    

    
      	
               
      

            	
              Name:
      Ron Miller

            


    

    
      	
               
      

            	
              Title:
      President & CEO

            


    

     

    
      	
               
      

            	
              AVENTINE
      RENEWABLE ENERGY, LLC

            


    

    


    
      	
               
      

            	
              By:

            	
              /s/ Ronald H.
      Miller

            	 


    

    
      	
               
      

            	
              Name:
      Ron Miller

            


    

    
      	
               
      

            	
              Title:
      President & CEO

            


    

    
       

      Signature
Page to First Amendment to Credit Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              AVENTINE
      POWER, LLC

            


    

     

    
      	
               
      

            	
              By:

            	
              /s/ Ronald H.
      Miller

            	 


    

    
      	
               
      

            	
              Name:
      Ron Miller

            


    

    
      	
               
      

            	
              Title:
      President & CEO

            


    

    


    


    
      	
               
      

            	
              NEBRASKA
      ENERGY, L.L.C.

            


    

     

    
      	
               
      

            	
              By:

            	
              /s/ Daniel R. Trunfio,
      Jr.

            	 


    

    
      	
               
      

            	
              Name:
      Daniel Trunfio

            


    

    
      	
               
      

            	
              Title:
      President

            


    

    


    
      Signature
Page to First Amendment to Credit Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              
                ADMINISTRATIVE
      AGENT

              

            	
               

            


    

    
      	
              AND THE
      LENDERS:

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

            


    

    
       

      
        	
                 
      

              	
                By:

              	
                /s/ Jeff A.
      Tompkins

              	 


      

      
        	
                 
      

              	
                Name:
      Jeff A. Tompkins

              


      

      
        	
                 
      

              	
                Title:
      Vice President

              


      

      

        Signature
Page to First Amendment to Credit Agreement

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    BANK OF AMERICA, N.A.,
individually as a Lender

     

    
      
        	
                 
      

              	
                By:

              	
                /s/ Marina
      Khrylik

              	 


      

      
        	
                 
      

              	
                Name:
      Marina Khrylik

              


      

      
        	
                 
      

              	
                Title:
      AVP, Client Manager

              


      

      

        Signature
Page to First Amendment to Credit Agreement

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                UBS
      LOAN FINANCE LLC, individually as a
Lender

              


      

       

      
        	
                 
      

              	
                By:

              	
                /s/ Mary E.
      Evans

              	 


      

      
        	
                 
      

              	
                Name:
      Mary E. Evans

              


      

      
        	
                 
      

              	
                Title:
      Associate Director

              


      

       

      
      

       

      
        	
                 
      

              	
                By:

              	
                /s/ Irja R.
      Otsa

              	 


      

      
        	
                 
      

              	
                Name:
      Irja R. Otsa

              


      

      
        	
                 
      

              	
                Title:
      Associate Director

              


      

      
         

        Signature
Page to First Amendment to Credit Agreement

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
       

      
        
          	
                   
      

                	
                  WELLS
      FARGO FOOTHILL, LLC, individually as a
      Lender

                


        

         

        
          	
                   
      

                	
                  By:

                	
                  /s/ Rina
      Shinoda

                	 


        

        
          	
                   
      

                	
                  Name:
      Rina Shinoda

                


        

        
          	
                   
      

                	
                  Title:
      Vice President

                


        

         

      

    

    
      Signature
Page to First Amendment to Credit Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
         

        
          
            	
                     
      

                  	
                    BMO
      CAPITAL MARKETS FINANCING, INC., individually as a
  Lender

                  


          

           

          
            	
                     
      

                  	
                    By:

                  	
                    /s/ Jason M.
      Clary

                  	 


          

          
            	
                     
      

                  	
                    Name:
      Jason M. Clary

                  


          

          
            	
                     
      

                  	
                    Title:
      Vice President

                  


          

           

        

      

    

    
      Signature
Page to First Amendment to Credit Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
         

        
          
            	
                     
      

                  	
                    SIEMENS
      FINANCIAL SERVICES, INC., individually
      as a Lender

                  


          

           

          
            	
                     
      

                  	
                    By:

                  	
                     

                  	 


          

          
            	
                     
      

                  	
                    Name:
      

                  


          

          
            	
                     
      

                  	
                    Title:
      

                  


          

           

        

      

    

    
      Signature
Page to First Amendment to Credit Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                                               

     

    
      
         

        
          
            	
                     
      

                  	
                    
                      WACHOVIA BANK, NATIONAL
      ASSOCIATION, individually as a
      Lender

                    

                  


          

           

          
            	
                     
      

                  	
                    By:

                  	
                    /s/ M.
      Galovican

                  	 


          

          
            	
                     
      

                  	
                    Name:
      Name: M. Galovican

                  


          

          
            	
                     
      

                  	
                    Title:
      Director

                  


          

           

        

      

    

     

    
      Signature
Page to First Amendment to Credit Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    COMMITMENT
SCHEDULE

     

    


    
      	
              Lender

               

            	
              Revolving
      

              Commitment1

            
	
              JPMorgan
      Chase Bank, N.A.

            	
              $14,250,000

            
	
              Bank
      of America, N.A.

            	
              $12,000,000

            
	
              UBS
      Loan Finance LLC

            	
              $12,000,000

            
	
              Wells
      Fargo Foothill, LLC

            	
              $12,000,000

            
	
              BMO
      Capital Markets Financing, Inc.

            	
              $8,250,000

            
	
              Siemens
      Financial Services, Inc.

            	
              $8,250,000

            
	
              Wachovia
      Bank, National Association

            	
              $8,250,000

            
	
              Total

            	
              $75,000,000

            


    

     

    

      

    

    
      1 The
aggregate amount of the Lender’s total Revolving Commitment as of the First
Amendment Effective Date is $75,000,000
and will be automatically reduced on a pro-rata basis to $60,000,000 on April 1,
2009 and to $50,000,000
on May 1, 2009.

       

      
        Commitment
Schedule

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    SCHEDULE
1.01

     

    Summary of Note Exchange
Terms

     

    
      	
              The
      Company

            	 	
              Aventine
      Renewable Energy Holdings, Inc.

            
	 	 	 
	
              The
      Offer

            	 	
              The
      Company is offering to exchange for each $1,000 aggregate principal amount
      of its outstanding 10% Senior Notes due 2017 (the “Existing Notes”) (i) an
      aggregate principal amount of new secured notes of the Company (the “New
      Notes”) equal to $1,000 plus an amount equal to the accrued and unpaid
      interest to, but not including, the settlement date, on $1,000 aggregate
      principal amount of Existing Notes and (ii) shares of common stock, par
      value $.01 per share, of the Company which will not result in a Change of
      Control.

            
	 	 	 
	
              Conditions
      to the Offer

            	 	
              The
      Offer is conditioned upon at least $270 million of Existing Notes being
      exchanged in the Offer and the satisfaction or waiver of customary
      conditions.

            
	 	 	 
	
              Existing
      Notes Not Exchanged

            	 	
              Existing
      Notes not exchanged pursuant to the Offer will remain
      outstanding.

            
	 	 	 
	
              Terms
      of the New Notes

            	 	
              The
      terms of the New Notes will be identical to the terms of the Existing
      Notes except that:

            


    

     

    
      	 	 	· 	
               interest
      rate will increase from 10% to 12%

            
	 	 	 	 
	 	 	· 	
              interest
      payable on at least  the next two interest payment dates
      commencing April 1, 2009 may, at the issuer’s option, be payable in cash
      or be deferred or be payable-in-kind through the issuance of additional
      New Notes

            
	 	 	 	 
	 	 	· 	
              New
      Notes will be secured by a second priority lien on substantially all of
      the Company’s assets (but shall not secure any Property other than the
      Collateral)

            


    

    


    
      Schedule
1.01

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
6.02B

     

    Mechanic’s
Liens

     

    
      	
              1.  

            	
              Securing
      amounts allegedly owed to Kiewit Energy Company under (a) that
      certain Engineering, Procurement and Construction Services
      Fixed  Price Contract dated as of May 31, 2007 by and between
      Aurora West and Kiewit Energy Company, as amended on October 1, 2008 by
      Amendment to Engineering, Procurement and Construction Services Fixed
      Price Contract and as further amended on December 31, 2008 by Change Order
      Number __ to Engineering, Procurement and Construction Services
      Fixed  Price Contract Location: Aurora West, and (b) that
      certain Engineering, Procurement and Construction Services Fixed Price
      Contract dated as of May 31, 2007 by and between Mt Vernon and Kiewit
      Energy Company, as amended on December 31, 2008 by Change Order Number __
      to Engineering, Procurement and Construction Services
      Fixed  Price Contract Location: Mt. Vernon but not
      enforcement.

            


    

     

    
      	
              2.  

            	
              Securing
      amounts allegedly owed to Val-Fab, Inc. in connection with work done at
      2157 Bluff Road, Mount Vernon, Indiana
47620.

            


    

     

    
      	
              3.  

            	
              Securing
      amounts allegedly owed to J.E. Shekell, Inc. in connection with work done
      at 2157 Bluff Road, Mount Vernon, Indiana
47620.

            


    

     

    
      	
              4.  

            	
              Securing
      amounts allegedly owed to Mel-Kay Electric Co., Inc. in connection with
      work done at 2157 Bluff Road, Mount Vernon, Indiana
  47620.

            


    

     

    
      	
              5.  

            	
              Securing
      amounts allegedly owed to DCR Construction, Inc. in connection with work
      done at 2103 Harvest Drive, Aurora, NE
68818.

            


    

     

    


     

    
      Schedule
6.02B

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
C

       

      

    

     

    

     

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
D

     

    COMPLIANCE
CERTIFICATE

     

    To:          The
Lenders parties to the

    Credit
Agreement Described Below

     

    This
Compliance Certificate is furnished pursuant to that certain Credit Agreement
dated as of March 23, 2007, among Aventine Renewable Energy, Inc., a
Delaware corporation (“Aventine”), Aventine
Renewable Energy – Aurora West, LLC, a Delaware limited liability company
(“Aurora
West”), and Aventine Renewable Energy – Mt Vernon, LLC, a Delaware
limited liability company (“Mt Vernon” and,
collectively with Aventine and Aurora West, the “Borrowers” and each
individually a “Borrower”), the
financial institutions or other parties thereto from time to time (collectively,
the “Lenders”)
and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent
thereunder (the “Administrative
Agent”) (said Credit Agreement, as amended, supplemented, waived or
otherwise modified from time to time, the “Agreement”)  Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate
have the meanings ascribed thereto in the Agreement.

     

    THE
UNDERSIGNED HEREBY CERTIFIES, ON ITS BEHALF AND ON BEHALF OF THE BORROWERS,
THAT:

     

    1.           I
am the duly elected ______________ of the Borrower Representative;

     

    2.           I
have reviewed the terms of the Agreement and I have made, or have caused to be
made under my supervision, a detailed review of the transactions and conditions
of Holdings and its Subsidiaries during the accounting period covered by the
attached financial statements [for quarterly or monthly financial
statements add:  and such financial statements present fairly
in all material respects the financial condition and results of operations of
the Borrowers and their consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes];

     

    3.           The
examinations described in paragraph 2 did not disclose, except as set forth
below, and I have no knowledge of (a) the existence of any condition or event
which constitutes a Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate or (b) any change in GAAP or in the application thereof that has
occurred since the date of the audited financial statements referred to in
Section 3.04 of the Agreement;

     

    4.           I
hereby certify that no Loan Party has changed (a) its name, (b) its chief
executive office, (c) principal place of business, (d) the type of entity it is
or (e) its state of incorporation or organization without having given the Agent
the notice required by Section 4.15 of the Security Agreement;

     

    5.           I
hereby certify that each accounts receivable aging and reconciliation and
accounts payable aging are accurate and complete.

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    6.           Schedule I attached
hereto sets forth financial data and computations evidencing the Borrowers’
compliance with certain covenants of the Agreement, all of which data and
computations are true, complete and correct; and

     

    7.           Schedule II hereto
sets forth the computations necessary to determine the Applicable Rate
commencing on the Business Day this certificate is delivered.

     

    8.           Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the
(i) nature of the condition or event, the period during which it has existed and
the action which the Borrowers have taken, are taking, or propose to take with
respect to each such condition or event or (ii) the change in GAAP or the
application thereof and the effect of such change on the attached financial
statements:

     

    The
foregoing certifications, together with the computations set forth in Schedule I
and Schedule II hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this __________ day of
_______________, __________.

     

    
    

     

    
      	 	
              AVENTINE RENEWABLE ENERGY
      

              HOLDINGS, INC., as
      Borrower Representative

            
	 	 	 
	 	By:    	 
	 	Name:  	 
	 	Title:    	 
	 	 	 
	 	
              [Signatory must be a Financial
      Officer]

            


    

     

     

                                                                             

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
I

     

    Compliance
as of _____________, _____ with

    Provisions
of Sections 6.01, 6.04, 6.05, 6.07 and 6.08 of the Agreement

     

     

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
II

     

    Borrowers’
Applicable Rate Calculation

     

    


    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
J

     

    FORM OF INTERIM ACCOUNT
REPORT

     

    JPMORGAN
CHASE BANK, N.A., ADMINISTRATIVE AGENT

    ASSET
BASED OPERATIONS

    2200 Ross
Avenue, 9th Floor

    Dallas,
Texas 75201

    ATTN:  Jeff
Tompkins

    


    
      	
              RE:

            	
              Credit
      Agreement dated as of March 23, 2007, among Aventine Renewable
      Energy, Inc., a Delaware corporation (“Aventine”),
      Aventine Renewable Energy – Aurora West, LLC, a Delaware limited liability
      company (“Aurora
      West”), and Aventine Renewable Energy – Mt Vernon, LLC, a Delaware
      limited liability company (“Mt Vernon” and,
      collectively with Aventine and Aurora West, the “Borrowers” and
      each individually a “Borrower”), the
      financial institutions or other parties thereto from time to time
      (collectively, the “Lenders”) and
      JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent
      thereunder (the “Administrative
      Agent”) (said Credit Agreement, as amended, supplemented, waived or
      otherwise modified from time to time, the “Credit
      Agreement”)

            


    

     

    Ladies
and Gentlemen:

     

    Reference
is hereby made to the Credit Agreement for all purposes.  Any
capitalized terms which are used herein and are not otherwise defined in this
certificate and agreement shall have the meaning ascribed to such terms in the
Credit Agreement.

     

    Each
Person who executes this Interim Account Report on behalf of Borrower
Representative hereby certifies that (a) he/she is a Financial Officer of
Borrower Representative and in that capacity, such Person is authorized to
execute this Interim Account Report on behalf of Borrower, and (b) the following
information is accurate, complete and correct as of ____________ ____,
20___.  Each Person who executes this report does so in his/her
capacity as a Financial Officer of Borrower Representative and not in his/her
individual capacity.

     

    1.           [Aventine’s
/ Aurora West’s / Mt Vernon’s] Account
Information:

     

    
      	
              Total
      accounts as of _________ ___, 200__ [Insert date of preceding
      Business Day]

            	 	
              $__________________                                  

            
	
              Plus
      gross sales

            	 	
              $__________________                                  

            
	
              Less
      gross collections on accounts

            	 	
              $__________________                                  

            
	
              Deposit
      date:__________________

            	 	
              $__________________

            
	
              Less
      credits to accounts

            	 	
              $__________________                                  

            
	
              Reverse
      adjustment to Accounts – prior report

            	 	
              $__________________

            
	
              Plus/minus
      adjustments to accounts

            	 	
              $__________________                                  

            


    

     

    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Plus
      non-accounts receivable cash

            	 	
              $__________________                                  

            
	
              Accounts
      as of _________ ___, 20___

            	 	
              $__________________                                  

            
	
              Gross
      collections on Accounts

            	 	
              $__________________

            
	
              Deposit
      date:_________________

            	 	
              $__________________

            
	
              Less
      deductions

            	 	
              $__________________

            
	
              Plus
      non-accounts receivable cash

            	 	
              $__________________

            
	
              Plus/minus
      adjustments to accounts

            	 	
              $__________________

            
	
              Net
      Collections on Accounts

            	 	
              $__________________

            


    

     

    [Insert breakdown for each
Borrower]

     

    2.           Unbilled
Accounts:

     

    
      	
              Prior
      Business Day unbilled accounts

            	 	
              $__________________                                  

            
	
              Less
      billed accounts included in the previous line

            	 	
              $__________________                                  

            
	
              Plus
      estimated gross unbilled accounts for such Business Day

            	 	
              $__________________                                  

            
	
              Less
      Ineligible Unbilled Accounts

            	 	
              $__________________

            
	
              Eligible
      Unbilled Accounts as of _________ ___, 20___

            	 	
              $__________________                                  

            


    

     

    [Insert breakdown for each
Borrower]

     

    3.           Information.  Such
figures are taken from the Borrowers’ account records, kept in accordance with
GAAP and used in the Borrowers’ business.  In determining eligible
accounts for purposes hereof, the standards set forth in the Credit Agreement
for Eligible Accounts were utilized correctly and consistently
applied.  This certificate and agreement is delivered to the
Administrative Agent upon the understanding that the Administrative Agent and
the Lenders will rely upon it in making or continuing Loans to the Borrowers
under the Credit Agreement.

     

    4.           Representations and
Warranties.  The undersigned on behalf of the Borrower
Representative hereby confirms that the agreements, warranties and
representations contained in the Credit Agreement apply to all such
accounts.  The Borrowers ratify and confirm the continuing general and
first priority Lien against all accounts of the Borrowers and confirm any
Collateral Documents in favor of the Administrative Agent and the
Lenders.

     

    [Signature
Page to Follow]

     

    
      
        
        

      

      
        J-2

        
          

        

      

      
        
        

      

    

    

       

      
        	 	
                
                  AVENTINE RENEWABLE ENERGY
      

                  HOLDINGS, INC., as
      Borrower Representative

                

              
	 	 	 
	 	By:    	 
	 	Name:  	 
	 	Title:    	 
	 	 	 
	 	
                [Signatory must be a Financial
      Officer]

              


      

       
 

     

    
      
        
        

      

      
        J-3

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
K

     

    FORM OF INVENTORY
DESIGNATION REPORT

     

    JPMORGAN
CHASE BANK, N.A., ADMINISTRATIVE AGENT

    ASSET
BASED OPERATIONS

    2200 Ross
Avenue, 9th Floor

    Dallas,
Texas 75201

    ATTN:  Jeff
Tompkins

    


    
      	
              RE:

            	
              Credit
      Agreement dated as of March 23, 2007, among Aventine Renewable
      Energy, Inc., a Delaware corporation (“Aventine”),
      Aventine Renewable Energy – Aurora West, LLC, a Delaware limited liability
      company (“Aurora
      West”), and Aventine Renewable Energy – Mt Vernon, LLC, a Delaware
      limited liability company (“Mt Vernon” and,
      collectively with Aventine and Aurora West, the “Borrowers” and
      each individually a “Borrower”), the
      financial institutions or other parties thereto from time to time
      (collectively, the “Lenders”) and
      JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent
      thereunder (the “Administrative
      Agent”) (said Credit Agreement, as amended, supplemented, waived or
      otherwise modified from time to time, the “Credit
      Agreement”)

            


    

     

    Ladies
and Gentlemen:

     

    Reference
is hereby made to the Credit Agreement for all purposes.  Any
capitalized terms which are used herein and are not otherwise defined in this
certificate and agreement shall have the meaning ascribed to such terms in the
Credit Agreement.

     

    Each
Person who executes this Inventory Designation Report on behalf of Borrower
Representative hereby certifies that (a) he/she is a Financial Officer of
Borrower Representative and in that capacity, such Person is authorized to
execute this Inventory Designation Report on behalf of Borrower Representative,
and (b) the following information is accurate, complete and correct as of
____________ ____, 20__ (the “Calculation
Date”).  Each Person who executes this report does so in
his/her capacity as a Financial Officer of Borrower and not in his/her
individual capacity.

     

    
      	
              1.

            	
              Borrowers’
      Inventory:

            


    

     

    
      	
               
      

            	
              a.

            	
              Schedule I
      attached hereto sets forth computations related to Borrowers’ inventory
      recap.

            


    

    


    
      	
               
      

            	
              b.

            	
              Schedule II
      attached hereto sets forth computations relating to Borrowers’ denatured
      and undenatured ethanol.

            


    

    


    
      	
               
      

            	
              c.

            	
              Schedule III
      attached hereto sets forth computations relating to Borrowers’ in-transit
      ethanol inventory.

            


    

    


    
      	
               
      

            	
              d.

            	
              Schedule IV
      attached hereto sets forth computations relating to Borrowers’ co-products
      inventory.

            


    

     

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              e.

            	
              Schedule V
      attached hereto sets forth computations relating to Borrowers’ raw
      materials inventory.

            


    

    


    2.           Information.  Such
figures are taken from the Borrowers’ inventory records, kept in accordance with
GAAP and used in the Borrowers’ business or, if so indicated, taken from a
physical inventory.  Unless otherwise indicated, such figures are at
the lower of cost (determined on a weighted average basis) or market value as
determined in accordance with GAAP consistently applied.  This
certificate and agreement is delivered to the Administrative Agent upon the
understanding that the Administrative Agent and the Lenders will rely upon it in
making or continuing Loans to the Borrowers under the Credit
Agreement.

     

    3.           Representations and
Warranties.  The undersigned on behalf of the Borrower
Representative hereby confirms that the agreements, warranties and
representations contained in the Credit Agreement apply to all such
inventories.  The Borrowers ratify and confirm the continuing general
and first priority Lien against all inventories of the Borrowers and confirm any
Collateral Documents in favor of the Administrative Agent and the
Lenders.

     

    4.           Inventory Locations.
Except as described in Annex I hereto, all
Inventory of the Borrowers is kept at the locations specified in the Perfection
Certificate, as updated by the Perfection Certificate Update(s) (if any),
previously delivered to Administrative Agent.

     

    
       

      
        	 	
                
                  AVENTINE RENEWABLE ENERGY
      

                  HOLDINGS, INC., as
      Borrower Representative

                

              
	 	 	 
	 	By:    	 
	 	Name:  	 
	 	Title:    	 
	 	 	 
	 	
                [Signatory must be a Financial
      Officer]

              


      

       

      


      
        
          
          

        

        
          K-2

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
I

     

    INVENTORY
RECAP

     

    
      Aventine
Renewable Energy, Inc.

      Completed
for Inventory Designation Report

      Inventory
Recap

      Dated
[Date]

      


      
        	
                Borrower's
      Inventory

              	 
      	 
      	 
      	 	 
	 
      	
                A.

              	
                Gross
      Finished Goods Inventory

              	 
      	 	 
	 
      	 
      	
                Ethanol
      (Note)

              	
                 

              	
                $

              	 
	 
      	 
      	
                Co-Products

              	 
      	
                -

              	 
	 
      	 
      	 
      	
                Total

              	-	 
	 
      	
                B.

              	
                Gross
      In-Transit Inventory

              	
                 

              	
                $

              	 
	 
      	
                C.

              	
                Gross
      Raw Materials Inventory

              	 
      	 	 
	 
      	 
      	
                Corn

              	
                 

              	
                $

              	 
	 
      	 
      	
                Denaturant

              	
                 

              	
                $

              	 
	 
      	 
      	 
      	
                Total

              	
                -

              	 
	 
      	 
      	
                Total
      Gross Inventory

              	
                 

              	
                #VALUE!

              	 


      

      


      Note: The
ethanol valuation reported in A. does not include any in-transit
ethanol

    

     

    
      
        
        

      

      
        K-3

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
II

     

    DENATURED AND UNDENATURED
ETHANOL

     

    
      Aventine
Renewable Energy, Inc.

      Ethanol
Inventory

      Completed
for Inventory Designation Report

      [Insert
Date]

      
        	 
      	 
      	 
      	
                GALLONS

              
	
                Denatured
      Ethanol

              	 
      	 
      
	 
      	
                Beginning
      inventory @
      [Insert Date]

              	 
      	 
      
	 
      	
                In
      Pekin, Illinois

              	 
      	 
      
	 
      	
                At
      terminal locations

              	 
      	 
      
	 
      	
                Total

              	 
      	 
      
	 	 	 	 
	 
      	
                Plus:

              	 
      	 
      
	 
      	
                Purchased
      Ethanol [___]
      to [___]:

              	 
      	 
      
	 
      	
                Marketing
      alliances

              	 
      	 
      
	 
      	
                Non-alliance
      purchases

              	 
      	 
      
	 
      	
                Total

              	 
      	 
      
	 	 	 	 
	 
      	
                Plus:

              	 
      	 
      
	 
      	
                Produced
      denatured ethanol

              	 
      	 
      
	 	 	 	 
	 
      	
                Plus:

              	 
      	 
      
	 
      	
                Transfers
      from in-transit inventory

              	 
      	 
      
	 	 	 	 
	 
      	
                Less:

              	 
      	 
      
	 
      	
                Sales
      01 ethanol (fuel grade & E85)

              	 
      	 
      
	 
      	
                Gain/(Loss)
      in inventory

              	 
      	 
      
	 
      	
                Adjust
      for ethanol in-transit

              	 
      	 
      
	 
      	
                Ending
      denatured ethanol Inventory @ _____,
      20__

              	 
      	 
      
	 
      	 
      	 
      
	
                Undenatured
      Ethanol

              	 
      	 
      
	 
      	
                Beginning
      inventory @
      ____, 20__

              	 
      	 
      
	 
      	
                In
      Pekin, Illinois only

              	 
      	 
      
	 	 	 	 
	 
      	
                Plus:

              	 
      	 
      
	 
      	
                Purchases
      of Industrial grade ethanol

              	 
      	 
      
	 	 	 	 
	 
      	
                Plus:

              	 
      	 
      
	 
      	
                Produced
      undenatured ethanol

              	 
      	 
      
	 	 	 	 
	 
      	
                Less:

              	 
      	 
      
	 
      	
                Transfer
      to production to make fuel-grade ethanol

              	 
      	 
      
	 	 	 	 
	 
      	
                Less:

              	 
      	 
      
	 
      	
                E85
      sales

              	 
      	 
      
	 
      	
                Gain/(Loss)
      in inventory

              	 
      	 
      
	 
      	
                Ending
      undenatured ethanol inventory @ ____, 20__

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Pricing:

              	 
      	 
      	 
      
	 
      	
                Gross
      ethanol price through _____, 20__
      billings

              	
                $

              	 
      
	 
      	
                Less:
      prior month average freight cost per gallon

              	 
      	 
      
	 
      	
                Average
      net market price per gallon from end of prior month

              	
                $

              	 
      
	 
      	
                Weighted
      average cost per gallon from end of prior month

              	
                $

              	 
      
	
                Denatured
      gallons ethanol not in-transit

              	 
      	 
      
	
                Undenatured
      gallons of ethanol located in Pekin

              	 
      	 
      
	 
      	
                Total
      ethanol not in-transit

              	 
      	 
      
	 
      	
                Multiply
      times lower of cost or market (LCM) price

              	
                $

              	 
      
	 
      	
                Ending
      not in-transit ethanol inventory value

              	
                $

              	 
      


      

      


    

     

    
      
        
        

      

      
        K-4

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
III

     

    IN-TRANSIT ETHANOL
INVENTORY

     

    
      Aventine
Renewable Energy, Inc.

      Completed
for Inventory Designation Report

      In-Transit
Ethanol Inventory

      [Insert
Date]

      


      
        	 
      	
                GALLONS

              
	
                Beginning
      in-transit ethanol inventory gallons @ [Insert Date]

              	 
      
	 	 
	
                Plus:

              	 
      
	
                New
      in-transit ethanol inventory gallons

              	 
      
	
                Loads
      billed, not yet off-loaded (title not passed yet)

              	 
      
	 	 
	
                Less:

              	 
      
	
                Transfers
      to finished goods ethanol inventory

              	 
      
	
                Loads
      billed, not off-loaded (from prior report)

              	 
      
	
                Ending
      in-transit inventory gallons @ 11/18/05

              	
                -

              
	
                Multiply
      by price obtained from ethanol tab

              	
                $

              
	
                Ending
      in-transit ethanol inventory value

              	
                $

              
	 	 
	 	 
	 	 
	
                Railcars
      in-transit, [___] @ [___] gals each

              	 
      
	
                Barges
      in-transit - [___] @ [___]

              	
                -

              
	
                Ships
      in-transit· [___] @ [___]

              	
                -

              
	
                Railcars
      billed, not off-loaded, [___] @ [___] gals each

              	 
      
	
                Barges
      billed, not off-loaded, [___] @ [___]

              	
                -

              
	 	
                -

              


      

      


    

     

    
      
        
        

      

      
        K-5

        
          

        

      

      
        
        

      

    

     

    
      SCHEDULE
IV

      


      CO-PRODUCTS
INVENTORY

      
 

      Aventine
Renewable Energy, Inc.

      Completed
for Inventory Designation Report

      Co-Products
Inventory

      [Insert
Date]

      


      
        	 
      	 
      	
                FEED

              	 
      	
                WET
      FEED

              	 
      	
                MEAL

              	 
      	
                GERM

              	 
      	
                CCDS

              	 
      	
                YEAST

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Beginning
      inventory @ _____, 20__ in lbs.

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Plus:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Production
      in lbs.

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Less:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Sales
      in lbs.

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Ending
      inventory @ ______, 20__ in lbs.

              	 
      	
                -

              	 
      	
                -

              	 
      	
                -

              	 
      	 
      	 
      	 
      	 
      	
                -

              
	
                Divide
      by 2000 lbs to arrive @ tonnage

              	 
      	
                -

              	 
      	
                -

              	 
      	
                -

              	 
      	 
      	 
      	
                -

              	 
      	
                -

              
	
                Market
      price per ton as of ______, 20__ (yeast is valued at cost)

              	 
      	
                $

              	 
      	
                $

              	 
      	
                $

              	 
      	
                $

              	 
      	
                $

              	 
      	
                $

              
	
                Total
      Co-Product Inventory Valuation

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                $-

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      


      


      
        
          
          

        

        
          K-6

          
            

          

        

        
          
          

        

      

      


      


      SCHEDULE
V

      


      RAW MATERIALS
INVENTORY

      


      Aventine
Renewable Energy, Inc.

      Completed
for Inventory Designation Report

      Raw
Materials Inventory

      [Insert
Date]

       

      
        	 
      	 
      	
                (bushels)

                CORN

              	 
	
                Beginning
      inventory @ ________, 20__ in large & small silos

              	 
      	 
      	 
	 	 	 	 
	
                Plus:

              	 
      	 
      	 
	
                Purchase
      per daily corn sheet

              	 
      	 
      	 
	 	 	 	 
	
                Less:

              	 
      	 
      	 
	
                Estimated
      Usage of product into production

              	 
      	 
      	 
	
                Gain/(Loss)
      to agree to physical

              	 
      	
                -

              	 
	
                Ending
      inventory @ __________, 20__

              	 
      	
                -

              	 
	
                Market
      price per bushel as of __________, 20__

              	 
      	
                $

              	 
	 
      	 
      	 
      	 
	
                Total
      corn valuation

              	 
      	
                $

              	 
	 	 	 	 
	 
      	 
      	 
      	 
	 
      	 
      	
                (gallons)

                DENATURANT

              	 
	
                Beginning
      inventory @ ________, 20__

              	 
      	 
      	 
	 	 	 	 
	
                Plus:

              	 
      	 
      	 
	
                Purchases

              	 
      	
                -

              	 
	 	 	 	 
	
                Less:

              	 
      	 
      	 
	
                Usage
      of product into production

              	 
      	 
      	 
	
                Gain/(Loss)

              	 
      	 
      	 
	
                Ending
      inventory @ __________, 20__

              	 
      	
                -

              	 
	
                Market
      price per bushel as of __________, 20__

              	 
      	
                $

              	 
	 
      	 
      	 
      	 
	
                Total
      denaturant valuation

              	 
      	
                $

              	 
	 
      	 
      	 
      	 


      

       

      
        
          
          

        

        
          K-7

          
            

          

        

        
          
          

        

      

      
 

      ANNEX I

      


      NEW INVENTORY
LOCATIONS

       

      
        	 
      	 
      	
                Total

                Gallons/Bushels

              	 	
                Price/Cost
      Per

                Gallon/Bushel

              	 
      	 
      	 
      	
                Bailee
      Letter?

              
	
                New
      Location

              	 
      	
                (as
      applicable)

              	 	
                (as
      applicable)

              	 	
                Total

              	 	
                (Yes/No)

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      


       

      K-8