FOURTH AMENDMENT TO LEASE AGREEMENT AND REAFFIRMATION OF GUARANTY

FOURTH AMENDMENT TO LEASE AGREEMENT
AND REAFFIRMATION OF GUARANTY

THIS FOURTH AMENDMENT TO LEASE AGREEMENT AND REAFFIRMATION OF GUARANTY (“ Fourth Amendment ”) is made and entered into this 19 ^th  day of June, 2008 by and among the INDIANA PORT COMMISSION, a body corporate and politic existing under the laws of the State of Indiana (the “ Commission ”), AVENTINE RENEWABLE ENERGY-MT VERNON, LLC a Delaware Limited Liability Company (“ Lessee ”, and together the “ Parties ”) and AVENTINE RENEWABLE ENERGY HOLDINGS, INC. (“ Guarantor ”).

RECITALS:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7.             The Commission and Lessee agree that the above and foregoing Recitals are true, correct and complete and are hereby incorporated and made a part of this Fourth Amendment as if completely and fully set forth herein. Capitalized terms used in this Fourth Amendment without definition shall have the meanings set forth in the Lease as previously amended, except that any internal references in the Lease to the word “ Lease ” shall mean the Lease, as previously and hereby amended, wherever therein the context so requires in order to give meaning to this Fourth Amendment.

8.             Lessee and the Commission hereby affirm, reaffirm and confirm that as of the date hereof the Lease is in full force and effect, that the Lease has not been modified or amended (except as provided in this Amendment) and that all of the Commission’s and Lessee’s obligations accrued to date have been performed. Lessee and Commission hereby agree that there are, as of the date hereof, regardless of the giving of notice or the passage of time, or both, no defaults or breaches on the part of

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the Commission or Lessee under the Lease, as amended by this Fourth Amendment. Each of Lessee and the Commission hereby ratify the provisions of the Lease on behalf of themselves and their respective successors and assigns and agree to attorn and be bound to each other and their respective successors and assigns as to all of the terms, covenants and conditions of the Lease, as amended hereby. This Fourth Amendment shall be incorporated into and made a part of the Lease and all provisions thereof not expressly modified or amended hereby shall remain in full force and effect. Nothing contained in this Fourth Amendment (except, as applicable, for the specific amendments to the Lease set forth in this Fourth Amendment) shall release or relieve Lessee or Commission from their respective obligations or liabilities under the Lease accruing prior to the date hereof.

9.             Except as expressly amended and modified by this Fourth Amendment