-----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, HN1T2Oxvi+GVQTUiS3Udh5Z1xhDliEP65A8656Ao5gvJl9CKHSmJgoKkvU4ZmSCo sbQOcYbzqT6FHFcv/kMH/Q== 0001104659-09-022606.txt : 20090403 0001104659-09-022606.hdr.sgml : 20090403 20090403161514 ACCESSION NUMBER: 0001104659-09-022606 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090330 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090403 DATE AS OF CHANGE: 20090403 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 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32922 FILM NUMBER: 09732304 BUSINESS ADDRESS: STREET 1: 120 NORTH PARKWAY STREET 2: P.O. BOX 1800 CITY: PEKIN STATE: IL ZIP: 61555-1800 BUSINESS PHONE: 309-347-9200 MAIL ADDRESS: STREET 1: 120 NORTH PARKWAY STREET 2: P.O. BOX 1800 CITY: PEKIN STATE: IL ZIP: 61555-1800 8-K 1 a09-9416_18k.htm 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): March 30, 2009

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:

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 March 30, 2009, Aventine Renewable Energy Holdings, Inc. (the “Company”), Aventine Renewable Energy — Mt. Vernon, LLC and Aventine Renewable Energy — Aurora West, LLC, executed a letter agreement (the “Letter Agreement”) with the administrative agent and lenders under its Credit Agreement dated March 23, 2007 (as amended the “Credit Agreement”) to waive certain events of default relating to the Credit Agreement. On March 30, 2009, the Company notified the administrative agent for its Credit Agreement and the lenders thereunder that the Company will not have entered into, by March 31, 2009, formal written agreements with the holders of at least 80% in principal amount of its 10% senior unsecured notes due 2017 (the “Notes”) committing to binding terms of an exchange offer, as required under Section 5.19 of the Credit Agreement. Failure by the Company to receive such formal written commitments by March 31, 2009 would have constituted an immediate event of default under Article VII(d) of the Credit Agreement.

In addition, on March 30, 2009, the Company notified the administrative agent for its Credit Agreement and the lenders thereunder that the Company did not intend to make a scheduled payment of interest which was due under the Notes on April 1, 2009. Failure to make the interest payment would also have constituted an immediate event of default under Article VII(g) of the Credit Agreement.

The waiver granted by the Letter Agreement is limited solely to the events of default described above. Among other things, the Letter Agreement provides that the administrative agent and lenders will waive the specified defaults and will forbear from exercising certain rights and remedies under the Credit Agreement and applicable law, on the terms and conditions set forth in the Letter Agreement, for a period of time commencing on March 30, 2009 and ending on the earlier of April 8, 2009 or the date of any new default under the Credit Agreement or the Letter Agreement.

The foregoing summary is qualified in its entirety by the full text of the Letter Agreement attached as Exhibit 10.1 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

(d) Exhibits

Exhibit No.		Description

10.1		Letter Agreement, dated March 30, 2009, between the Company, Aventine Renewable Energy — Mt. Vernon, LLC, Aventine Renewable Energy — Aurora West, LLC, JP Morgan Chase Bank, N.A (as administrative agent and a lender), and the others lenders to its Credit Agreement, dated as of March 23, 2007 (as amended).

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: April 3, 2009

	AVENTINE RENEWABLE ENERGY HOLDINGS, INC.


	By:	/s/ William J. Brennan
	William J. Brennan
	Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.		Description

10.1		Letter Agreement, dated March 30, 2009, between the Company, Aventine Renewable Energy — Mt. Vernon, LLC, Aventine Renewable Energy — Aurora West, LLC, JP Morgan Chase Bank, N.A (as administrative agent and a lender), and the others lenders to its Credit Agreement, dated as of March 23, 2007 (as amended).

EX-9.1 2 a09-9416_1ex9d1.htm EX-9.1

Exhibit 10.1

March 30, 2009

Aventine Renewable Energy, Inc.
Aventine Renewable Energy – Mt Vernon, LLC
Aventine Renewable Energy – Aurora West, LLC
1300 South Second Street
Pekin, Illinois 61554

Attention: Mr. Ron Miller, Chief Executive Officer

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.

Gentlemen:

Borrowers have advised Administrative Agent and the Lenders that Holdings will not have entered into formal written agreements by March 31, 2009 with the holders of at least eighty percent (80%) in principal amount of the Senior Notes pursuant to which the parties thereto shall have committed to the binding terms of the Exchange Offer as required by Section 5.19 of the Credit Agreement, which failure will result in an immediate Event of Default under Article VII(d) of the Credit Agreement on April 1, 2009 (the “5.19 Violation”). Furthermore, Borrowers have advised Administrative Agent and the Lenders that Borrowers’ failure to make the payment of interest due under the Senior Notes on April 1, 2009, will result in an addition immediate Event of Default under Article VII(g) of the Credit Agreement on April 2, 2009 (the “Indenture Violation” and collectively with the 5.19 Violation, the “Specified Defaults”). Borrowers hereby request that the Required Lenders execute this letter agreement (this “Letter Agreement”) to, inter alia, evidence Lenders’ limited waiver of the Specified Defaults until April 8, 2009.

Subject to and upon the terms and conditions set forth herein, and in reliance on the representations and warranties contained herein, the Required Lenders hereby agree to waive the Specified Defaults for the period (the “Waiver Period”) commencing on the date hereof and ending on the earlier of (a) April 8, 2009, or (b) the occurrence of a Waiver Termination Event. As used herein, “Waiver Termination Event” means the occurrence of any Default or Event of Default (other than the Specified Defaults) or the occurrence of any other event or the existence of any other condition which Administrative Agent or the Required Lenders reasonably determines has had or could reasonably be expected to have a Material Adverse Effect.

The waiver herein contained is limited solely to the Specified Defaults, solely for the Waiver Period. Nothing contained herein shall be deemed a consent to any other action or inaction of Borrowers which constitutes a violation of any provision of the Credit Agreement or any other Loan Document, or which results in a Default or Event of Default under the Credit Agreement or any other Loan Document. No Lender nor the Administrative Agent shall be obligated to grant any future waivers (including, without limitation, any future waiver of any Specified Default), consents or amendments with respect to the Credit Agreement or any other Loan Document, or grant any extension of the Waiver Period.

The Administrative Agent and Lenders hereby expressly reserve every right and remedy available to them under the Credit Agreement, the other Loan Documents and applicable law with respect to the Specified Defaults, any or all of which may be exercised by the Administrative Agent and Lenders upon the expiration of the Waiver Period without any notice to Borrowers, Holdings or any other Person liable for all or any part of the Secured Obligations.

By executing this letter in the space indicated below, Borrowers and the other Loan Parties acknowledge and agree to the terms and provisions set forth in this letter, and further acknowledge, represent, warrant, covenant and agree with the Administrative Agent and the Lenders as follows:

(a) Borrowers acknowledge that the Specified Defaults will occur, and that once occurred, Borrowers will have no defense to any Specified Default.

(b) As of the date of this Letter Agreement, (1) no Default (other than the Specified Defaults) or Event of Default has occurred which is continuing after giving effect to the limited waiver contained herein, and (2) neither Borrowers nor any other Loan Party has any defense to (A) the obligation to pay the Secured Obligations when due, or (B) the validity, enforceability or binding effect against Borrowers or any other Loan Party of the Credit Agreement or any of the other Loan Documents (to the extent a party thereto) or any Liens intended to be created thereby.

(c) Each representation and warranty of Borrowers and the other Loan Parties contained in the Credit Agreement and each of the other Loan Documents is true and correct on the date hereof after giving effect to the waiver contained herein.

(d) Borrowers hereby agree to pay on demand all reasonable fees and expenses of counsel to Administrative Agent incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Letter Agreement and all related documents.

(e) This Letter Agreement may be executed in counterparts, and all parties need not execute the same counterpart; however, no party shall be bound by this Letter Agreement until a counterpart hereof has been executed by Borrowers and Required Lenders. Facsimiles or other electronic transmissions shall be effective as originals.

(f) THIS LETTER AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

(g) This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(h) This Letter Agreement constitutes a “Loan Document” under and as defined in the Credit Agreement.

[Signature Pages to Follow]

Please evidence your agreement to each of the provisions of this Letter Agreement by executing a counterpart hereof where indicated and returning a fully executed counterpart to Bailey Pham, counsel for Administrative Agent, via facsimile number (214) 999-7798 or via electronic e-mail at bpham@velaw.com, with four (4) originals delivered to Bailey Pham via overnight delivery at: Vinson & Elkins L.L.P., 2001 Ross Avenue, Suite 3700, Dallas, Texas 75201.

	Very truly yours,

	JPMORGAN CHASE BANK, N.A., individually as a Lender and as Administrative Agent


	By:	/s/ Jeff A. Tompkins
	Name:	Jeff A. Tompkins
	Title:	Vice President