-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RQkUqjWNFWnJFj1XGPFjdU4/ALWFAgXj8O9yywNVuc3lwDvqCAVRfRHk9yIKErmL Ih622f/f9/6ORq3zRV/xXg== 0000950103-06-001777.txt : 20060718 0000950103-06-001777.hdr.sgml : 20060718 20060718144347 ACCESSION NUMBER: 0000950103-06-001777 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060618 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060718 DATE AS OF CHANGE: 20060718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVENTINE RENEWABLE ENERGY HOLDINGS INC CENTRAL INDEX KEY: 0001285043 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32922 FILM NUMBER: 06966979 BUSINESS ADDRESS: STREET 1: 1300 SOUTH 2ND ST CITY: PEKIN STATE: IL ZIP: 61554 BUSINESS PHONE: 309-347-9200 8-K 1 dp03115_8k.htm


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant To Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  June 18, 2006

AVENTINE RENEWABLE ENERGY HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-32922   05-0569368
(Commission File Number)   (IRS Employer Identification No.)
     
1300 South 2nd Street, Pekin, IL   61555
(Address of Principal Executive Offices)   (Zip Code)
     
Registrant’s telephone number, including area code: (309) 347-9200
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))









Item 1.01 Entry into a Material Definitive Agreement

     On June 14, 2006, Aventine Renewable Energy Holdings, Inc. (“Aventine”) executed a First Supplemental Indenture (“Supplemental Indenture) to the Indenture, dated as of December 17, 2004 (the “Indenture”) among Aventine, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee. The First Supplemental Indenture became effective upon Aventine’s acceptance for payment of the requisite aggregate principal amount of Aventine’s Senior Secured Floating Rate Notes due 2011 (the “Notes”) tendered pursuant to Aventine’s Offer to Purchase and Consent Solicitation for the Notes launched on June 14, 2006 (the “Offer and Consent Solicitation”). The Offer and Consent Solicitation expired at 8:00 a.m., New York City time, on July 13, 2006. On the same date, Aventine agreed to purchase all of the $155,000,000 principal amount of the Notes validly tendered for purchase and not withdrawn in the Offer and Solicitation. Aventine received the required consents to approve the proposed amendments to the Indenture under which the Notes were issued and the related existing security documents, which proposed amendments, upon their effectiveness, provide for the elimination of most of the restrictive covenants and events of default contained in the Indenture and the release of all of the collateral for the Notes under the existing security documents.

     The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.  Document
10.1 First Supplemental Indenture, dated July 14, 2006 to Indenture dated December 17, 2004 among Aventine, the guarantors party thereto and Wells Fargo Bank, N.A., as trustee
 





SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    AVENTINE RENEWABLE ENERGY HOLDINGS,
    INC.
           
Date:   July 18, 2006 By:  /s/ Ajay Sabherwal


      Name: Ajay Sabherwal
      Title: Chief Financial Officer

 




EX-10.1 2 ex-1001.htm
Exhibit 10.1

FIRST SUPPLEMENTAL INDENTURE

     FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of July 13, 2006, among Aventine Renewable Energy Holdings, Inc., a Delaware corporation (the “Company”), the guarantors party hereto (“the “Guarantors”), Wells Fargo Bank, N.A., as trustee (the “Trustee”) and Wells Fargo Bank, N.A., as collateral agent (the “Collateral Agent”).

RECITALS

     WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of December 17, 2004 (the “Indenture”), relating to the Company’s Senior Secured Floating Rate Notes due 2011 (the “Notes”);

     WHEREAS, the Company and the Guarantors propose certain amendments to the Indenture (the “Indenture Amendments”) with respect to the Notes, which Indenture Amendments must be approved with the consent of the holders (the “Holders”) of a majority of the outstanding aggregate principal amount of the Notes;

     WHEREAS, the Company and the Guarantors also propose certain additional amendments to the Indenture and the Security Documents (as defined in the Indenture) (the “Security Documents Amendments” and together with the Indenture Amendments, the “Proposed Amendments”) with respect to the release of all of the Collateral under the Notes, which Security Documents Amendments must be approved with the consent of at least two-thirds of the outstanding aggregate principal amount of the Notes;

     WHEREAS, the Company has made an offer to purchase for cash the Notes and solicited consents (the “Offer and Solicitation”) of the Holders of the Notes to the Proposed Amendments pursuant to the Offer to Purchase and Consent Solicitation Statement dated June 14, 2006 (the “Statement”), each upon the terms and subject to the conditions set forth therein;

     WHEREAS, pursuant to the Statement, Company has received the valid consents of the Holders of at least a majority in outstanding aggregate principal amount of the Notes consenting to the substance of the Indenture Amendments set forth in this Supplemental Indenture;

     WHEREAS, pursuant to the Statement, the Company has received the valid consents of the Holders of at least two-thirds in outstanding aggregate principal amount of the Notes consenting to the substance of the Security






Documents Amendments relating to the release of all of the Collateral for the Notes under the Security Documents;

     WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with the terms of the Indenture have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized; and

     WHEREAS, pursuant to Section 9.7 of the Indenture, the Trustee is authorized to execute and delivery this Supplemental Indenture.

     NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows:

     Section 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

     Section 2. Proposed Amendments to Indenture. Effective as of the Amendment Effective Date for the Proposed Amendments (as defined below):

     (a) The following Sections of the Indenture shall no longer apply with respect to the Notes and the corresponding provisions in the Notes shall be deemed to be deleted in their entirety and replaced with the phrase “Intentionally Omitted”:

Existing Section Number   Caption
     
Section 4.3 in its entirety   Limitation on Restricted Payments
     
Section 4.4 in its entirety   Limitation on Indebtedness and Issuance of
  Preferred Stock
     
Section 4.5 in its entirety   Corporate Existence
     
Section 4.6 in its entirety   Payment of Taxes and Other Claims
     
Section 4.7 in its entirety   Maintenance of Properties and Insurance
     
Section 4.8 in its entirety   Compliance Certificate; Notice of Default
     
Section 4.9 in its entirety   Compliance with Laws
     
Section 4.10 in its entirety   Commission Reports and Reports to Holders
     
Section 4.12 in its entirety   Limitations on Transactions with
  Shareholders and Affiliates
     
Section 4.13 in its entirety   Limitation on Dividend and Other Payment
  Restrictions Affecting Subsidiaries
     
Section 4.14 in its entirety   Limitation on the Issuance and Sale of Capital
  Stock of Restricted Subsidiaries

2






Section 4.15 in its entirety Issuances of Guarantees by Restricted
Subsidiaries
   
Section 4.16 in its entirety Limitations on Liens
   
Section 4.18, clauses (a)(1) and (a)(2) Limitation on Asset Sales
   
Section 4.19 in its entirety Pledge of Capital Stock of NELLC
   
Section 4.20 in its entirety Limitation on Sale and Leaseback
Transactions
   
Section 4.21 in its entirety Limitation on Business Activities
   
Section 4.22 in its entirety Limitation of Impairment of Security Interest

     (b) Section 5.1 of the Indenture captioned “Consolidation, Merger and Sale of Assets” is hereby amended by rendering clauses (c)(i) and (c)(ii) inapplicable with respect to the Notes.

     (c) Section 6.1 of the Indenture captioned “Events of Default” is hereby amended by rendering each of the clauses (iv), (v), (vi), (vii), (viii), (ix) and (x) inapplicable with respect to the Notes.

     (d) Any definitions used exclusively in the provisions of the Indenture which no longer apply to the Notes pursuant to paragraphs (a) through (c) of this Section 2 are hereby deleted in their entirety from the Notes and in the Indenture shall no longer apply with respect to the Notes and all references to paragraphs, sections, articles or other terms or provisions of the Indenture which no longer apply to the Notes pursuant to paragraphs (a) through (c) of this Section 2 above hereby deleted in their entirety in the Notes and in the Indenture shall no longer apply to the Notes.

     Section 3. Release Of Collateral. (a) The Note Liens are hereby released in their entirety, effective as of the Amendment Effective Date. The Trustee hereby instructs the Collateral Agent to execute and deliver, and the Collateral Agent will promptly execute and deliver, such instruments effectuating or confirming such release or termination of the Note Liens created in favor of the Secured Parties under the Security Documents, effective on the Amendment Effective Date. The Trustee will, at the sole cost and expense of the Company and the Guarantors, execute and deliver to the Company and the Guarantors such documents as the Company and the Guarantors may reasonably request.

     (b) Trustee and the Collateral Agent each further authorize the Company and the Guarantors to file financing statement releases or terminations, as appropriate, for the benefit of the Company and the Guarantors in appropriate form to evidence the matters referred to in Section 3(a) above and for filing in the offices and jurisdictions that the Company or the Guarantors reasonably deems necessary or appropriate for or to give effect to the foregoing.

3




     Section 4. Indenture Ratified. Except as hereby otherwise expressly provided, the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

     Section 5. Counterparts. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

     Section 6. Supplemental Indenture Is a Supplement To Indenture. This Supplemental Indenture is an amendment supplemental to the Indenture and this Supplemental Indenture will henceforth be read together.

     Section 7. Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

     Section 8. References to Supplemental Indenture. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Supplemental Indenture may refer to the Indenture without making specific reference to this Supplemental Indenture, but nevertheless all such references to the Indenture shall include this Supplemental Indenture unless the context otherwise requires.

     Section 9. Effect of this Supplemental Indenture. From and after the Amendment Effective Date, the Indenture shall be deemed to be modified as herein provided but except as modified hereby, the Indenture shall continue in full force and effect. The Indenture as modified hereby shall be read, taken and construed as one and the same instrument.

     Section 10. Severability. In the event that any provisions of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 11. Trust Indenture Act. If any provisions hereof limit, qualify or conflict with any provisions of the Trust Indenture Act of 1939 required under the Trust Indenture Act of 1939 to be a part of and govern this Supplemental Indenture, the provisions of the Trust Indenture Act of 1939 shall control. If any provision hereof modifies or excludes any provision of the Trust Indenture Act of 1939 that pursuant to the Trust Indenture Act of 1939 may be so modified or excluded, the provisions of the Trust Indenture Act of 1939 as modified or excluded hereby shall apply.

     Section 12. Trustee Makes No Representation. The Trustee makes no representation as to the validity or adequacy of this Supplemental Indenture or the recitals contained herein.

     Section 13. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction thereof.

4




     Section 14. Effectiveness. This Supplemental Indenture shall become effective upon execution by the Company, the Guarantors and the Trustee. As used herein, the “Amendment Effective Date” shall mean (i) with respect to the Indenture Amendments, the date that the Company delivers written notice to the Trustee that valid consents have been received from Holders of at least a majority of the then outstanding aggregate principal amount of Notes and the related Notes have been accepted for purchase in the Offer and Solicitation and (ii) with respect to the Security Documents Amendments and the release of the Note Liens thereunder, the date that the Company delivers written notice to the Trustee that consents have been received from Holders of at least two-thirds of the then outstanding aggregate principal amount of the Notes and the relating Notes have been accepted for purchase in the Offer and Solicitation.

[Signature Page Follows]

5




     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

AVENTINE RENEWABLE ENERGY
         HOLDINGS, INC.
     
By: /s/ William J. Brennan
 
  Name: William J. Brennan
  Title: Chief Accounting &
Compliance Officer

AVENTINE RENEWABLE ENERGY,
         LLC, as Guarantor
     
By: /s/ Ronald H. Miller
 
  Name: Ronald H. Miller
  Title: President & CEO

AVENTINE RENEWABLE ENERGY,
         INC., as Guarantor
     
By: /s/ Ronald H. Miller
 
  Name: Ronald H. Miller
  Title: President & CEO

WELLS FARGO BANK, N.A., as
         Trustee
     
By: /s/ Jane Y. Schweiger
 
  Name: Jane Y. Schweiger
  Title: Vice President

WELLS FARGO BANK, N.A., as
         Collateral Agent
     
By: /s/ Jane Y. Schweiger
 
  Name: Jane Y. Schweiger
  Title: Vice President





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