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): June 12, 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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01  Completion of Acquisition or Disposition of Assets.

On June 12, 2008, Aventine Renewable Energy, Inc, a wholly-owned second-tier subsidiary of Aventine Renewable Energy Holdings, Inc. (hereinafter together called “Aventine”) sold $105,850,000 par value of various student loan based auction rate securities to an unaffiliated party pursuant to concurrent Purchase Agreements dated June 11, 2008, between Brigade Leveraged Capital Structures Fund Ltd. and Aventine.  The net sales price of $80,474,236 was received in cash at closing.

The foregoing summary is qualified in its entirety by the full text of the Purchase Agreements attached as Exhibits 10.1 and 10.2.

Aventine also sold $21,350,000 par value of student loan based auction rate securities to an unaffiliated party on June 10, 2008.  The net sales price of $16,653,000 was received in cash at closing.

Item 2.06  Material Impairments.

As discussed in Item 2.01 above, in connection with Aventine’s sale of auction rate securities on June 10 and June 12, 2008, Aventine will record an additional loss of $8,476,000 related to the auction rate securities which it sold, bringing the total loss recognized on the sale of its auction rate securities to $31,601,000.  In its first quarter ended March 31, 2008, Aventine had recorded losses totaling $23,125,000 related to auction rate securities.  The information included in Item 2.01 is incorporated herein by reference.

Item 7.01  Regulation FD Disclosure.

On June 13, 2008, Aventine issued a press release announcing the sale of all of its auction rate securities. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired – Not Applicable
(b)	Pro forma financial information – Not Applicable

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(d)	Exhibits
	Exhibit No.	Description
	10.1	Purchase Agreement, dated June 11, 2008, by and between Brigade Leveraged Capital Structures Fund Ltd. and Aventine Renewable Energy, Inc.
	10.2	Purchase Agreement, dated June 11, 2008, by and between Brigade Leveraged Capital Structures Fund Ltd. and Aventine Renewable Energy, Inc.
	99.1	Press release, dated June 13, 2008, issued by Aventine Renewable Energy Holdings, Inc. announcing the sale of all of the student loan based auction rate securities it held.

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:  June 13, 2008

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

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Purchase Agreement, dated June 11, 2008, by and between Brigade Leveraged Capital Structures Fund Ltd. and Aventine Renewable Energy, Inc.
10.2	Purchase Agreement, dated June 11, 2008, by and between Brigade Leveraged Capital Structures Fund Ltd. and Aventine Renewable Energy, Inc.
99.1	Press release, dated June 13, 2008, issued by Aventine Renewable Energy Holdings, Inc. announcing the sale of all of the student loan based auction rate securities it held.

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EX-10.1

Exhibit 10.1

EXECUTION COPY

PURCHASE AGREEMENT

AGREEMENT (this “Agreement”) dated as of June 11, 2008 between Aventine Renewable Energy, Inc, a Delaware corporation (the “Seller”), and Brigade Leveraged Capital Structures Fund Ltd., a company incorporated under the laws of the Cayman Islands (the “Buyer”).

W  I  T  N  E  S  S  E  T  H :

WHEREAS, the Seller is the owner of (i) $18,300,000 aggregate principal amount of Auction Rate Student Loan Asset Backed Senior Notes Series 2002-2A-21, (ii) $13,300,000 aggregate principal amount of Auction Rate Student Loan Asset Backed Senior Notes Series 2002-2A-22, (iii) $9,250,000 aggregate principal amount of Auction Rate Student Loan Asset Backed Senior Notes Series 2002-2A-29, (iv) $20,000,000 aggregate principal amount of Auction Rate Student Loan Asset Backed Senior Notes Series 2003-1A-7 and (v) $20,000,000 aggregate principal amount of Auction Rate Student Loan Asset Backed Senior Notes Series 2003-1A-8, each having a final maturity date of March 1, 2042, together with any accrued but unpaid interest thereon (collectively, the “Securities”) issued by College Loan Corporation Trust I, a limited purpose statutory trust organized under the laws of the State of Delaware with a principal office located c/o Deutsche Bank Trust Company Americas, 60 Wall Street, 26th Floor, New York, NY 10005 (the “Issuer”);

WHEREAS, the Depository Trust Company (“DTC”), New York, NY, acts as securities depository for the Securities, which are held in book entry form represented by CUSIP numbers 194262AX9, 194262AY7, 194262BF7, 194262BS9 and 194262BT7, respectively;

WHEREAS, Seller desires to sell the Securities to Buyer, and Buyer desires to purchase the Securities from Seller, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer and Seller are entering into a purchase agreement (the “Other Purchase Agreement”) relating to the sale by Seller to Buyer of certain Student Loan Asset Backed Notes issued by NextStudent Master Trust I, including (i) $15,000,000 aggregate principal amount of Auction Rate Student Loan-Backed Notes Series 2007A-1 and (ii) $10,000,000 aggregate principal amount of Auction Rate Student Loan-Backed Notes Series 2007A-5, each having a final maturity date of September 1, 2042, together with any accrued but unpaid interest thereon.

The parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01.  Definitions.  As used herein, the following terms have the following meanings:

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable law to close.

“Code” means the Internal Revenue Code of 1986.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series 2002-2 Notes Offering Memorandum” means the offering memorandum dated June 18, 2007 relating to the issuance by CLC of Series 2002-2 Student Loan Asset Backed Notes.

“Series 2003-1 Notes Offering Memorandum” means the offering memorandum dated March 10, 2003 relating to the issuance by CLC of Series 2003-1 Student Loan Asset Backed Notes.

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.  Any singular term in this

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Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all applicable law.

ARTICLE 2
PURCHASE AND SALE

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Securities at the Closing.  The purchase price for the Securities (the “Purchase Price”) is $61,454,986.26 in cash.  The Purchase Price shall be paid as provided in Section 2.02.

Section 2.02.  Closing.  The closing (the “Closing”) of the purchase and sale of the Securities hereunder shall take place at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York, on the date of the execution and delivery of this Agreement (or as soon as practicable thereafter but in no event later than the second Business Day after the execution and delivery of this Agreement), or at such other time or place as Buyer and Seller may agree.  At the Closing, Buyer shall pay the Purchase Price by wire transfer of immediately available funds to Seller to Seller’s account set forth on Schedule 1 hereto and Seller shall deliver the Securities to Buyer to Buyer’s account set forth on Schedule 1 hereto, all by “delivery versus payment” settlement through DTC.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

Section 3.01.  Corporate Existence and Power.  Seller is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation.  The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby

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are within Seller’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller.  This Agreement constitutes a valid and binding agreement of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights generally and except that a court may exercise discretion in granting equitable remedies.

Section 3.02.  Governmental Authorization.  The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority.

Section 3.03.  Noncontravention.  The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws of Seller or (ii) violate any applicable law, require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or to a loss of any benefit to which Seller or the Company or any Subsidiary is entitled under any provision of any agreement or other instrument binding upon Seller.

Section 3.04.  Affiliate Status; Beneficial Ownership.  Seller is not an affiliate of the Issuer (for purposes of Rule 144 under the Securities Act of 1933) and does not beneficially own (as defined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and rules and regulations promulgated thereunder) any voting securities of the Issuer.

Section 3.05.  Title to Securities.  Upon payment of the Purchase Price at the Closing as provided herein, Seller will transfer and deliver to Buyer valid title to the Securities free and clear of any Lien, other than transfer restrictions disclosed in the Series 2002-2 Notes Offering Memorandum or Series 2003-1 Offering Memorandum, as applicable.  To Seller’s knowledge, there is no action, suit, investigation or proceedings pending against or threatened against of affecting Seller’s title to the Securities.

Section 3.06.  Finder’s Fees.  There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Seller who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

Section 4.01.  Corporate Existence and Power.  Buyer is a company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.  The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action on the part of Buyer.  This Agreement constitutes a valid and binding agreement of Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights generally and except that a court may exercise discretion in granting equitable remedies.

Section 4.02.  Governmental Authorization.  The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby require no material action by or in respect of, or material filing with, any governmental authority.

Section 4.03.  Noncontravention.  The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws of Buyer or (ii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under any provision of any agreement or other instrument binding upon Buyer.

Section 4.04.  Affiliate Status; Beneficial Ownership.  Buyer is not an affiliate of Aventine Renewable Energy Holdings, Inc., a Delaware corporation (“Holdings”) and does not beneficially own (as defined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and rules and regulations promulgated thereunder) 10% or more of the outstanding common stock of Holdings.

Section 4.05.  Investment Representations.  (a) Buyer understands and acknowledges that the Securities are being offered have not been registered under the Securities Act or any other applicable securities laws and, unless so registered, may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws, pursuant to an exemption therefrom or in a transaction not subject thereto and in each case in compliance with the conditions for transfers set forth in the Offering Memorandum.

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(b)        Buyer is a “qualified institutional buyer” (as defined in Rule 144A) and is aware that the sale to it is being made in reliance on Rule 144A and is acquiring such Securities for its own account or for the account of another “qualified institutional buyer”.

(c)        Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of auction rate securities, such as the Securities.

(d)        Buyer acknowledges that none of the Issuer or the Initial Purchaser (as defined in the Series 2002-2 Notes Offering Memorandum or Series 2003-1 Notes Offering Memorandum, as applicable) or any person representing the Issuer or the Initial Purchaser has made any representation to Buyer with respect to the Issuer or the offering or sale of any Securities, other than the information contained in the applicable Offering Memorandum, which has been delivered to it and upon which it is relying in making its investment decision with respect to the Securities. Buyer has had access to such financial and other information concerning the Issuer and the Securities as it has deemed necessary in connection with its decision to purchase the Securities, including an opportunity to ask questions of and request information from the Issuer and the Initial Purchaser.

(e)        Buyer is purchasing the Securities for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and subject to its or their ability to resell the Securities pursuant to Rule 144A or any other exemption from registration available under the Securities Act. Buyer understands that it, any investor account for which it is purchasing the Securities and each subsequent holder of the Securities by its acceptance thereof will be required, under the Offering Memorandum and the documents referenced herein, to offer, sell or otherwise transfer such Securities only (i) to the Issuer; or (ii) to a person it reasonably believes is a “qualified institutional buyer” that purchases for its own account or for the account of a “qualified institutional buyer” and with respect to (ii), to whom notice is given that the transfer is being made in reliance on Rule 144A.

(f)         Buyer understands that any certificates evidencing the Securities will bear a legend , as set forth under the heading, “Notice to Investors; Transfer Restrictions”, in the Series 2002-2 Notes Offering Memorandum or Series 2003-1 Notes Offering Memorandum, as applicable.

(g)        Buyer (i) is not itself, and is not acquiring the Securities with “plan assets” of an employee benefit or other plan subject to Title I of ERISA, or Section 4975 of the Code (each, a “Plan”), or an entity whose underlying assets

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include ‘‘plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”); or (ii)(a) is itself, or is acquiring the Securities with the assets of, an “investment fund (within the meaning of Part V(b) of PTCE 84-14) managed by a “qualified professional asset manager” (within the meaning of Part V(a) of PTCE 84-14) which has made or properly authorized the decision for such fund to purchase the Securities, under circumstances such that PTCE 84-14 is applicable to the purchase and holding of such Securities; (h) is itself, or is acquiring Securities with the assets of, a Plan managed by an “in-house asset manager” (within the meaning of Part IV(a) of PTCE 96-23) which has made or properly authorized the decision for such Plan to purchase the Securities, under circumstances such that PTCE 96-23 is applicable to the purchase and holding of such Securities; (c) is an insurance company pooled separate account purchasing Securities pursuant to Part I of PTCE 90-1 or a bank collective investment fund purchasing Securities pursuant to Part I of PTCE 91-38, and in either case, no Plan owns more than 10% of the assets of such account or collective fund (when aggregated with other Plans of the same employer (or its affiliates) or employee organization); or (d)is an insurance company using the assets of its general account to purchase the Securities pursuant to Part 1 of PTCE 95-60, in which case the reserves and liabilities for the general account contracts held by or on behalf of any Plan, together with any other Plans maintained by the same employer (or its affiliates) or employee organization, do not exceed 10% of the total reserves and liabilities of the insurance company general account (exclusive of separate account liabilities), plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of the insurer.

(h)        Buyer acknowledges that the Issuer, Initial Purchaser and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and understands that, if any of the acknowledgments, representations or warranties deemed to have been made by it by its purchase of Securities are no longer accurate, it will be required, under the Offering Memorandum and the documents referenced therein, to promptly notify the Initial Purchaser and the Issuer. If Buyer is acquiring any Securities as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.

Section 4.06.  No Other Representations.  Buyer acknowledges that Seller makes no representation or warranty with respect to any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Section 4.07.  Finder’s Fees.  There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on

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behalf of Buyer who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE 5
MISCELLANEOUS

Section 5.01.  Reasonable Best Efforts; Further Assurances.  Subject to the terms and conditions of this Agreement, Buyer and Seller agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable law to consummate the transactions contemplated by this Agreement.  Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

Section 5.02.  Public Announcements.  Except as may be required by applicable law, rule, regulation or any listing agreement with any national securities exchange, each of Buyer and Seller agrees that it will not issue any press release or make any public statement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld, delayed or denied).  Notwithstanding the foregoing, Seller shall be entitled to issue a press release and make any appropriate SEC filings in connection with the execution and delivery of this Agreement; provided that Seller shall to the extent practicable afford Buyer a reasonable opportunity to review and comment thereon.

Section 5.03.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Buyer, to:

Brigade Leveraged Capital Structures Fund Ltd.
c/o Brigade Capital Management, LLC
717 Fifth Avenue, Floor 12A
New York, New York 10022
Attention:	Carney Hawks
	Steve Vincent
Facsimile No.: (212) 745-9701

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with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Attention: Lawrence G. Wee
Facsimile No.: (212) 757-3990

if to Seller, to:

Aventine Renewable Energy, Inc.
120 North Parkway, P.O. Box 1800
Pekin, Illinois 61555
Attention: Lynn K. Landman, Esq.
Facsimile No.: (309) 478-1537

with a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York  10017
Attention: John H. Butler
Facsimile No.: (212) 450-3800

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.04.  Survival.  The representations and warranties of the parties hereto contained in this Agreement shall survive the Closing indefinitely or until the latest date permitted by law.

Section 5.05.  Amendments and Waivers.  (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b)   No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of

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any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 5.06.  Expenses.  Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 5.07.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.

Section 5.08.  Governing Law.  This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.

Section 5.09.  Counterparts; Effectiveness; Third Party Beneficiaries.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.  Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).  No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

Section 5.10.  Entire Agreement.  This Agreement and the Other Purchase Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and the Other Purchase Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement and the Other Purchase Agreement.

Section 5.11.  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

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acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD.
By:	/s/ Donald E Morgan III
	Name:	Donald E Morgan III
	Title:	Managing Partner
AVENTINE RENEWABLE ENERGY, INC.
By:	/s/ Ajay Sabherwal
	Name:	Ajay Sabherwal
	Title:	Chief Financial Officer

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EX-10.2

Exhibit 10.2

EXECUTION COPY

PURCHASE AGREEMENT

AGREEMENT (this “Agreement”) dated as of June 11, 2008 between Aventine Renewable Energy, Inc, a Delaware corporation (the “Seller”), and Brigade Leveraged Capital Structures Fund Ltd., a company incorporated under the laws of the Cayman Islands (the “Buyer”).

W  I  T  N  E  S  S  E  T  H :

WHEREAS, Seller is the owner of (i) $15,000,000 aggregate principal amount of Auction Rate Student Loan-Backed Notes Series 2007A-1 and (ii) $10,000,000 aggregate principal amount of Auction Rate Student Loan-Backed Notes Series 2007A-5, each having a final maturity date of September 1, 2042, together with any accrued but unpaid interest thereon (collectively, the “Securities”) issued by NextStudent Master Trust I, a limited purpose statutory trust organized under the laws of the State of Delaware with a principal office located c/o Deutsche Bank Trust Company Americas, 60 Wall Street, 26th Floor, New York, NY 10005 (the “Issuer”);

WHEREAS, the Depository Trust Company (“DTC”), New York, NY, acts as securities depository for the Securities, which are held in book entry form represented by CUSIP numbers 65337MAK4 and 65337MAP3, respectively;

WHEREAS, Seller desires to sell the Securities to Buyer, and Buyer desires to purchase the Securities from Seller, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer and Seller are entering into a purchase agreement (the “Other Purchase Agreement”) relating to the sale by Seller to Buyer of certain Student Loan Asset Backed Notes issued by College Loan Corporation Trust I, including (i) $18,300,000 aggregate principal amount of Auction Rate Student Loan Asset Backed Senior Notes Series 2002-2A-21, (ii) $13,300,000 aggregate principal amount of Auction Rate Student Loan Asset Backed Senior Notes Series 2002-2A-22, (iii) $9,250,000 aggregate principal amount of Auction Rate Student Loan Asset Backed Senior Notes Series 2002-2A-29, (iv) $20,000,000 aggregate principal amount of Auction Rate Student Loan Asset Backed Senior Notes Series 2003-1A-7 and (v) $20,000,000 aggregate principal amount of Auction Rate Student Loan Asset Backed Senior Notes Series 2003-1A-8, each having a final maturity date of March 1, 2042, together with any accrued but unpaid interest thereon.

The parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01.  Definitions.  As used herein, the following terms have the following meanings:

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable law to close.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a governmental authority.

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all applicable law.

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ARTICLE 2
PURCHASE AND SALE

Section 2.01.  Purchase and Sale.  Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Securities at the Closing.  The purchase price for the Securities (the “Purchase Price”) is $19,019,250 in cash.  The Purchase Price shall be paid as provided in Section 2.02.

Section 2.02.  Closing.  The closing (the “Closing”) of the purchase and sale of the Securities hereunder shall take place at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York, on the date of the execution and delivery of this Agreement (or as soon as practicable thereafter but in no event later than the second Business Day after the execution and delivery of this Agreement), or at such other time or place as Buyer and Seller may agree.  At the Closing:

(a)Buyer shall pay the Purchase Price by wire transfer of immediately available funds to Seller to Seller’s account set forth on Schedule 1 hereto and Seller shall deliver the Securities to Buyer to Buyer’s account set forth on Schedule 1 hereto, all by “delivery versus payment” settlement through DTC.

(b)Buyer shall deliver to Seller a duly executed and complete copy of the Investment Letter attached to the Offering Memorandum as Appendix C.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

Section 3.01.  Corporate Existence and Power.  Seller is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation.  The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller.  This Agreement constitutes a valid and binding agreement of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights generally and except that a court may exercise discretion in granting equitable remedies.

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Section 3.02.  Governmental Authorization.  The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental authority.

Section 3.03.  Noncontravention.  The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws of Seller or (ii) violate any applicable law, require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or to a loss of any benefit to which Seller or the Company or any Subsidiary is entitled under any provision of any agreement or other instrument binding upon Seller.

Section 3.04.  Affiliate Status; Beneficial Ownership.  Seller is not an affiliate of the Issuer (for purposes of Rule 144 under the Securities Act of 1933) and does not beneficially own (as defined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and rules and regulations promulgated thereunder) any voting securities of the Issuer.

Section 3.05.  Title to Securities.  Upon payment of the Purchase Price at the Closing as provided herein, Seller will transfer and deliver to Buyer valid title to the Securities free and clear of any Lien, other than transfer restrictions disclosed in the offering memorandum dated September 6, 2007 relating to the Securities (the “Offering Memorandum”).  To Seller’s knowledge, there is no action, suit, investigation or proceedings pending against or threatened against of affecting Seller’s title to the Securities.

Section 3.06.  Finder’s Fees.  There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Seller who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

Section 4.01.  Corporate Existence and Power.  Buyer is a company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.  The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action on the part of Buyer.  This Agreement constitutes a valid and

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binding agreement of Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights generally and except that a court may exercise discretion in granting equitable remedies.

Section 4.02.  Governmental Authorization.  The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby require no material action by or in respect of, or material filing with, any governmental authority.

Section 4.03.  Noncontravention.  The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws of Buyer or (ii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under any provision of any agreement or other instrument binding upon Buyer.

Section 4.04.  Affiliate Status; Beneficial Ownership.  Buyer is not an affiliate of Aventine Renewable Energy Holdings, Inc., a Delaware corporation (“Holdings”) and does not beneficially own (as defined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and rules and regulations promulgated thereunder) 10% or more of the outstanding common stock of Holdings.

Section 4.05.  Investment Representations.  (a) Buyer is a “qualified institutional buyer” (as defined in Rule 144A) and is aware that the sale to it is being made in reliance on Rule 144A and is acquiring such Securities for its own account or for the account of another “qualified institutional buyer”.

(b)Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of auction rate securities, such as the Securities.

(c)Buyer understands that the Securities have not been and will not be registered or qualified under the Securities Act or any state securities act or any other federal or state laws, that none of the initial purchasers, the issuer, the seller, the depositor, the master servicer or the indenture trustee of the Securities (such terms as defined in the Offering Memorandum) is to so register the Securities, and that the Securities may be resold only if registered pursuant to the provisions of the Securities Act and all other applicable federal and state securities laws or if an exemption from any requirement of registration is available.    Buyer understands that it may resell or otherwise transfer all or any part of its Securities only in

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compliance with transfer restrictions applicable to the Securities, as described under the heading, “Transfer Restrictions”, in the Offering Memorandum.

(d)Buyer (i) has sufficient knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Securities, and it and any accounts for which it is acting are each able to bear the economic risks of its or their investment; (ii) is not acquiring the Securities with a view towards any distribution of the Securities in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction; provided that the disposition of its property and the property of any accounts for which it is acting as fiduciary shall remain at all times within its control; and (iii) acknowledges that neither the Issuer nor the initial purchasers, nor any person representing the Issuer or the initial purchasers, has made any representation to it with respect to us or the offering of the Securities, other than the information contained in the Offering Memorandum, which have been delivered to it and upon which it is relying in making its investment decision with respect to the Securities and that it has had access to such financial and other information concerning the foregoing persons and the Securities as it has deemed necessary in connection with its decision to purchase the Securities, including an opportunity to ask questions of and request information from the foregoing persons and the initial purchasers referred to in  the Offering Memorandum.

(e)Buyer understands that any certificates evidencing the Securities will bear a legend , as set forth under the heading, “Transfer Restrictions”, in the Offering Memorandum.

(f)Buyer either (i) is not a Benefit Plan (as defined in the Offering Memorandum) or (ii) is a Benefit Plan and its acquisition and holding of such note satisfy the requirements for exemptive relief under PTCE 96-23, PTCE 95-60, PTCE 91-38, PTCE 90-1, PTCE 84-14, or another administrative or statutory exemption, or, in the case of a Benefit Plan subject to Similar Law (as defined in the Offering Memorandum), will not result in a non-exempt violation of Similar Law, and to further represent, warrant and covenant that it will not transfer such note in violation of the foregoing.

Section 4.06.  No Other Representations.  Buyer acknowledges that Seller makes no representation or warranty with respect to any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or the Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Section 4.07.  Finder’s Fees.  There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Buyer who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

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ARTICLE 5
MISCELLANEOUS

Section 5.01.  Reasonable Best Efforts; Further Assurances.  Subject to the terms and conditions of this Agreement, Buyer and Seller agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable law to consummate the transactions contemplated by this Agreement.  Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

Section 5.02.  Public Announcements.  Except as may be required by applicable law, rule, regulation or any listing agreement with any national securities exchange, each of Buyer and Seller agrees that it will not issue any press release or make any public statement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld, delayed or denied).  Notwithstanding the foregoing, Seller shall be entitled to issue a press release and make any appropriate SEC filings in connection with the execution and delivery of this Agreement; provided that Seller shall to the extent practicable afford Buyer a reasonable opportunity to review and comment thereon.

Section 5.03.  Notices.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Buyer, to:

Brigade Leveraged Capital Structures Fund Ltd.
c/o Brigade Capital Management, LLC
717 Fifth Avenue, Floor 12A
New York, New York 10022
Attention: Carney Hawks
                 Steve Vincent
Facsimile No.:  (212) 745-9701

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Attention: Lawrence G. Wee
Facsimile No.: (212) 757-3990

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if to Seller, to:

Aventine Renewable Energy, Inc.
120 North Parkway, P.O. Box 1800
Pekin, Illinois 61555
Attention: Lynn K. Landman, Esq.
Facsimile No.: (309) 478-1537

with a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York  10017
Attention: John H. Butler
Facsimile No.: (212) 450-3800

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.04.  Survival.  The representations and warranties of the parties hereto contained in this Agreement shall survive the Closing indefinitely or until the latest date permitted by law.

Section 5.05.  Amendments and Waivers.  (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b)No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 5.06.  Expenses.  Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 5.07.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their

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respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.

Section 5.08.  Governing Law.  This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.

Section 5.09.  Counterparts; Effectiveness; Third Party Beneficiaries.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.  Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).  No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

Section 5.10.  Entire Agreement.  This Agreement and the Other Purchase Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and the Other Purchase Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement and the Other Purchase Agreement.

Section 5.11.  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD.
By:	/s/ Donald E Morgan III
	Name:	Donald E Morgan III
	Title:	Managing Partner

	AVENTINE RENEWABLE ENERGY, INC.
By:		/s/ Ajay Sabherwal
		Name:	Ajay Sabherwal
		Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

	Contact: Les Nelson Director – Investor Relations
	(309) 347-9709

Aventine Raises $97.1 Million from the Sale of Auction Rate Securities

PEKIN, IL, (June 13, 2008) - Aventine Renewable Energy Holdings, Inc. (NYSE: AVR), a leading producer, marketer and end-to-end provider of clean renewable energy, today announced that it has sold all of the auction rate securities it previously held.

The Company sold $127.2 million par value of student loan based auction rate securities to various parties for cash totaling approximately $97.1 million.  In its first quarter ended March 31, 2008, the Company had recorded an impairment charge of $21.6 million related to the remaining auction rate securities it held at March 31, 2008.  As a result of the recent sales, the Company will now record an additional loss on the sale of these securities of $8.5 million in the second quarter of 2008.

Ronald H. Miller, Aventine’s President and Chief Executive Officer said, “The funds received from the sale of the auction rate securities will be used to fund plant construction, which remains an integral part of our growth strategy.  We expect to begin ethanol and DDGS production at our new Aurora, Nebraska and Mt. Vernon, Indiana plants currently under construction in the first quarter of 2009 as scheduled.”

With the cash raised from the sale of the auction rate securities, and including both cash on hand and borrowing availability under its liquidity facility as of March 31, 2008, the Company would have had liquidity available to it in excess of $300 million.  As of March 31, 2008, the Company needed approximately $250 million to complete its two new production facilities.  In addition, the Company is continuing discussions with banks to increase the amount of liquidity available to it under a revolving asset based loan facility.  Existing debt agreements permit the Company to increase its senior credit facilities by another $75 million, potentially further strengthening the Company’s liquidity position.

About Aventine

Aventine is a leading producer, marketer and end-to-end distributor of ethanol to many leading energy companies in the United States.  Aventine is also a marketer and distributor of biodiesel.  In addition to ethanol, Aventine also produces distillers grains, corn gluten feed, corn germ and brewers’ yeast.  Our internet address is www.aventinerei.com.

Forward Looking Statements

Certain information included in this press release may be deemed to be “forward looking statements” within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  All statements, other than statements of historical facts, included in this press release, are forward looking statements.  Any forward looking statements are not guarantees of Aventine’s future performance and are subject to risks and uncertainties that

could cause actual results, developments and business decisions to differ materially from those contemplated by such forward looking statements.  Aventine disclaims any duty to update any forward looking statements.  Some of the factors that may cause Aventine’s actual results, developments and business decisions to differ materially from those contemplated by such forward looking statements include the following:

·Changes in or elimination of laws, tariffs, trade or other controls or enforcement practices such as:

·National, state or local energy policy;

·Federal ethanol and biodiesel tax incentives;

·Regulation currently proposed and/or under consideration which may increase the existing renewable fuel standard and other legislation mandating the usage of ethanol or biodiesel;

·State and federal regulation restricting or banning the use of Methyl Tertiary Butyl Ether;

·Environmental laws and regulations applicable to Aventine’s operations and the enforcement thereof;

·Changes in weather and general economic conditions;

·Overcapacity within the ethanol, biodiesel and petroleum refining industries;

·Total United States consumption of gasoline;

·Availability and costs of products and raw materials, particularly corn, coal and natural gas;

·Labor relations;

·Fluctuations in petroleum prices;

·The impact on margins from a change in the relationship between prices received from the sale of co-products and the price paid for corn;

·Aventine’s or its employees’ failure to comply with applicable laws and regulations;

·Aventine’s ability to generate free cash flow to invest in its business and service any indebtedness;

·Limitations and restrictions contained in the instruments and agreements governing Aventine’s indebtedness;

·Aventine’s ability to raise additional capital and secure additional financing, and our ability to service such debt, if obtained;

·Aventine’s ability to retain key employees;

·Liability resulting from actual or potential future litigation;

·Competition;

·Plant shutdowns or disruptions at our plant or plants whose products we market;

·Availability of rail cars and barges;

·Potential decreases in marketing alliance volumes resulting from the acquisition of marketing alliance partners by our competitors, the reduction of production capacity or abandonment of announced projects by marketing alliance partners for economic reasons, the creation of similar marketing alliances by our competitors and other failures to renew marketing alliance contracts;

·Our ability to receive and/or renew permits to construct and/or commence operations of our proposed capacity additions in a timely manner, or at all; and

·Fluctuations in earnings resulting from increases or decreases in the value of ethanol or biodiesel inventory

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