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.
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
D-1
6.
SCHEDULE II HERETO SETS FORTH THE COMPUTATIONS NECESSARY TO
DETERMINE THE APPLICABLE RATE COMMENCING ON THE BUSINESS DAY THIS CERTIFICATE IS
DELIVERED.
7.
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 (I) 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
,
.
, as
Borrower Representative
By:
Name:
Title:
D-2
SCHEDULE I
Compliance as of
,
with
Provisions of Sections 6.01, 6.04, 6.05, 6.07, 6.08 and 6.13 of
the Agreement
D-3
SCHEDULE II
Borrowers' Applicable Rate Calculation
D-4
EXHIBIT E
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this "Agreement"), dated as of
,
, 200
, is entered into between
, a
(the "New Subsidiary") and JPMORGAN CHASE BANK,
N.A., in its capacity as administrative agent (the "Administrative Agent") under
that certain Credit Agreement, dated as of March 23, 2007 among Aventine
Renewable Energy, Inc., Aventine Renewable Energy - Mt Vernon, LLC and Aventine
Renewable Energy - Aurora West, LLC (the "Borrowers"), the Loan Parties party
thereto, the Lenders party thereto and the Administrative Agent (as the same may
be amended, modified, extended or restated from time to time, the "Credit
Agreement").
All capitalized terms used herein and not otherwise defined shall
have the meanings set forth