Aventine Renewable Energy 8-K Entry into a Material Definitive Agreement

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