8-K

UNITED STATES

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): September 16, 2008

AVENTINE RENEWABLE ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32922	05-0569368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 North Parkway Pekin, IL	61554
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (309) 347-9200

Not Applicable

(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:

[   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] 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

Item 8.01  Other Events

On September 16, 2008 we entered into a technical amendment to our five year secured revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent and a lender (the “Credit Agreement”) to clarify certain ambiguities relating to the treatment of capital expenditures in the calculation of the fixed charge coverage ratio included therein.  Pursuant to the amendment we amended the definition of “Non-Financed Capital Expenditures” contained in Section 1.01 of the Credit Agreement, which is used in the calculation of the fixed charge coverage ratio.If availability under the Credit Agreement falls below $50 million, we must maintain a fixed charge coverage ratio of at least 1.1 to 1. Based on our current expectations regarding EBITDA and planned capital expenditures, we do not expect to satisfy the fixed charge coverage ratio before the end of 2009 at the earliest and as a result do not expect to be able to access the last $50 million of commitments under the Credit Agreement.  Failing to satisfy the fixed charge ratio does not affect our ability to borrow amounts  under the Credit Agreement other than the last $50 million of commitments.  Our total availability under the Credit Agreement at June 30, 2008 (including the $50 million we do not expect to be able to access) was $131.3 million.

Although we believe, under current industry conditions, that our existing sources of liquidity will be sufficient to enable us to complete and start-up our phase I expansions at Aurora, Nebraska and Mt. Vernon, Indiana, we do not have a meaningful amount of excess liquidity to withstand unanticipated liquidity needs.  In particular, our inventory, accounts receivable and accounts payable levels can vary materially as a result of changes in commodity prices, particularly corn and ethanol prices, as well as the number of gallons in inventory, the number of gallons of ethanol purchased in purchase resale transactions or from marketing alliance partners and days’ sales outstanding of receivables.

Accordingly, we are continuing to evaluate a number of actions designed to increase the amount of liquidity available to us, including reducing inventory levels,  seeking additional debt and equity financing, potentially delaying construction or start-up of our Aurora, Nebraska and/or Mt. Vernon, Indiana expansions and other strategic initiatives.  We cannot assure you that any of these initiatives will generate adequate additional liquidity for us on acceptable terms or at all.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
10.1	Letter Agreement dated September 4, 2008 amending the Credit Agreement, dated as of March 23, 2007, by and among Aventine Renewable Energy, Inc., Aventine Renewable Energy—Mt Vernon, LLC and Aventine Renewable Energy—Aurora West, LLC, the other Loan Parties thereto, the lenders thereto and JPMorgan Chase Bank, N.A., as administrative agent.

SIGNATURE

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 hereto duly authorized.

Dated:  September 17, 2008

AVENTINE RENEWABLE ENERGY HOLDINGS, INC.
By:	/s/ William J. Brennan
	William J. Brennan
	Principal Accounting Officer

EXHIBITINDEX

Exhibit No.	Description
10.1	Letter Agreement dated September 4, 2008 amending the Credit Agreement, dated as of March 23, 2007, by and among Aventine Renewable Energy, Inc., Aventine Renewable Energy—Mt Vernon, LLC and Aventine Renewable Energy—Aurora West, LLC, the other Loan Parties thereto, the lenders thereto and JPMorgan Chase Bank, N.A., as administrative agent.

EX-10.1

EXHIBIT 10.1

September 4, 2008

Aventine Renewable Energy, Inc.

Aventine Renewable Energy, Mt. Vernon, LLC

Aventine Renewable Energy - Aurora West, LLC

P.O. Box 1800

120 N. Parkway

Pekin, Illinois  61555

Attention:  Ajay Sabherwal

Re: Credit Agreement dated as of March 23, 2007 (as amended, the “Credit Agreement”), among Aventine Renewable Energy, Inc., a Delaware corporation, Aventine Renewable Energy, Mt. Vernon, LLC, a Delaware limited liability company, Aventine Renewable Energy - Aurora West, LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the financial institutions now or hereafter party thereto as lenders (the “Lenders”).  Unless otherwise indicated, all capitalized terms used herein, but not otherwise defined, shall have the same meanings herein as in the Credit Agreement.

Dear Ajay:

The undersigned parties hereby agree that the definition of “Non-Financed Capital Expenditures” contained in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

“Non-Financed Capital Expenditures” shall mean Capital Expenditures made by any Loan Party which are not financed (in each case to be calculated without duplication) pursuant to: (a) the incurrence of Indebtedness after the Effective Date (other than Indebtedness incurred pursuant to this Agreement), (b) any equity contribution made after the Effective Date, (c) any casualty insurance proceeds or condemnation proceeds or (d) cash and Permitted Investments on the Holding’s consolidated balance sheet as of March 31, 2007 in an amount equal to $425,870,058, which cash and Permitted Investments shall be deemed applied to any and all Capital Expenditures incurred from and after April 1, 2007 for the construction of the Borrowers’ facilities in Mt. Vernon, Indiana and Aurora, Nebraska.

This letter agreement shall be a Loan Document under and as defined in the Credit Agreement.

If you are in agreement with the foregoing, please execute this letter agreement in the space indicated below and return an executed counterpart of this letter to Vinson & Elkins L.L.P., counsel to the Administrative Agent, at 2001 Ross Ave., Suite 3700, Dallas, Texas 75201, attn: Erec R. Winandy (ph. 214-220-7756, and fax 214-999-7756).  This letter agreement will constitute a valid and binding agreement of the Borrowers and the Lenders when counterparts of this letter agreement have been executed and delivered by the Borrowers and the Required Lenders.  It is not necessary that all signatures appear on the same counterpart.  Facsimiles are effective as originals.

[Signature Pages to Follow]

Aventine Renewable Energy, Inc.

Aventine Renewable Energy, Mt. Vernon, LLC

Aventine Renewable Energy - Aurora West, LLC

September 4, 2008

Page 2

Very truly yours,
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:	/s/ Timothy J. Whitefoot
	Timothy J. Whitefoot
	Vice President
BANK OF AMERICA, N.A., as a Lender
By:	/s/ Mitchell J. Tarvid
Name:	Mitchell J. Tarvid
Title:	Vice President
UBS LOAN FINANCE LLC, as a Lender
By:
Name:
Title:
WELLS FARGO FOOTHILL, INC., as a Lender
By:	/s/ Rina Shinoda
Name:	Rina Shinoda
Title:	Vice President
BMO CAPITAL MARKETS FINANCING, INC., as a Lender
By:
Name:
Title:

Aventine Renewable Energy, Inc.

Aventine Renewable Energy, Mt. Vernon, LLC

Aventine Renewable Energy - Aurora West, LLC

September 4, 2008

Page 3 

SIEMENS FINANCIAL SERVICES, INC., as a Lender
By:
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ M. Galovic Jr.
Name:	M. Galovic Jr.
Title:	Director

Accepted and agreed to as of

the date first written above by:

AVENTINE RENEWABLE ENERGY, INC.
AVENTINE RENEWABLE ENERGY, MT. VERNON, LLC
AVENTINE RENEWABLE ENERGY – AURORA WEST, LLC
By:	/s/ Ajay Sabherwal
	Ajay Sabherwal
	Chief Financial Officer