RIGHTS AGREEMENT dated as of December 19, 2005 between AVENTINE RENEWABLE ENERGY HOLDINGS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights AgentRights Agreement • March 30th, 2006 • Aventine Renewable Energy Holdings Inc • New York
AGREEMENT dated as of December 19, 2005, between Aventine Renewable Energy Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2006 • Aventine Renewable Energy Holdings Inc • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2005, by and between Aventine Renewable Energy Holdings, Inc., a Delaware corporation (the “Company”), and Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation (“FBR”), for the benefit of the purchasers of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as participants (“Participants”) in the private placement by the Company of shares of its Common Stock (the “Private Placement”) and the direct and indirect transferees of FBR and each of the Participants.
REGISTRATION RIGHTS AGREEMENT Dated December 17, 2004 between AVENTINE RENEWABLE ENERGY HOLDINGS, INC. THE GUARANTORS NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATED BANC OF AMERICA SECURITIES LLC BEAR, STEARNS & CO. INC.Registration Rights Agreement • March 30th, 2006 • Aventine Renewable Energy Holdings Inc • New York
This Agreement is made pursuant to the Placement Agreement dated December 10, 2004, between the Company, the Guarantors and the Placement Agents (the “ Placement Agreement”), which provides for the sale by the Company to the Placement Agents of an aggregate of $160,000,000 principal amount of the Company’s Senior Secured Floating Rate Notes due 2011 (the “Securities”) to be jointly and severally guaranteed by the Guarantors. In order to induce the Placement Agents to enter into the Placement Agreement, the Company and the Guarantors have agreed to provide to the Placement Agents and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Placement Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2006 • Aventine Renewable Energy Holdings Inc • Delaware
This Registration Rights Agreement (the “Agreement”) is made as of December , 2005, among Aventine Renewable Energy Holdings, Inc., a Delaware corporation (the “Corporation”), the Investor Holders and the Management Holders.
SECURITY AGREEMENTSecurity Agreement • March 30th, 2006 • Aventine Renewable Energy Holdings Inc • New York
CREDIT AGREEMENT DATED AS OF MAY 30, 2003 AMONG WILLIAMS ETHANOL SERVICES, INC., (TO BE RENAMED “AVENTINE RENEWABLE ENERGY, INC.”) AS BORROWER, WILLIAMS BIO-ENERGY, LLC, (TO BE RENAMED “AVENTINE RENEWABLE ENERGY, LLC”) AS PARENT, JPMORGAN CHASE BANK,...Credit Agreement • March 30th, 2006 • Aventine Renewable Energy Holdings Inc • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 30, 2003, among WILLIAMS ETHANOL SERVICES, INC., a Delaware corporation to be renamed “Aventine Renewable Energy, Inc.” immediately after the execution and delivery of this Agreement (“Borrower”), WILLIAMS BIO-ENERGY, LLC, a Delaware limited liability company to be renamed “Aventine Renewable Energy, L.L.C.” immediately after the execution and delivery of this Agreement (“Parent”), JPMORGAN CHASE BANK, individually as a Lender (in such individual capacity, “JPMorgan Chase”), as the Issuing Bank (in such capacity the “Issuing Bank”) and as the Administrative Agent (in such capacity, the “Administrative Agent”), and each of the lenders that is a signatory hereto or which hereafter becomes a party hereto as provided in Section 10.7 (individually, a “Lender” and, collectively, the “Lenders”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • March 30th, 2006 • Aventine Renewable Energy Holdings Inc • New York
THIS GUARANTY AND SECURITY AGREEMENT, dated as of May 30, 2003, is made by WILLIAMS ETHANOL SERVICES, INC., a Delaware corporation (the “Borrower”), WILLIAMS BIO-ENERGY, LLC, a Delaware limited liability company (“Parent” and, together with any other entity that may become a party hereto or a Guarantor as provided herein, the “Guarantors” and, each individually, a “Guarantor,” and the Guarantors, together with the Borrower, the “Grantors” and, each individually, a “Grantor”), in favor of JPMORGAN CHASE BANK, as the Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of (a) the financial institutions (the “Lenders”) now or hereafter parties to the Credit Agreement dated as of May 30, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Administrative Agent, the Issuing Bank (as defined in the Credit Agreement) and the Lenders, (b) the Issuing Bank, and (c) the Secured Affiliates (
AVENTINE RENEWABLE ENERGY HOLDINGS, INC., as Issuer, AVENTINE RENEWABLE ENERGY, LLC, as Guarantor, AVENTINE RENEWABLE ENERGY, INC. as Guarantor, and WELLS FARGO BANK, N.A., as TrusteeIndenture • March 30th, 2006 • Aventine Renewable Energy Holdings Inc • New York
INDENTURE dated as of December 17, 2004 among AVENTINE RENEWABLE ENERGY HOLDINGS, INC., a Delaware corporation (the “Issuer”), AVENTINE RENEWABLE ENERGY, LLC, a Delaware limited liability company, as a Subsidiary Guarantor, AVENTINE RENEWABLE ENERGY, INC., a Delaware corporation, as a Subsidiary Guarantor, and WELLS FARGO BANK, N.A., as Trustee (the “Trustee”).
SECURITY AND ESCROW AGREEMENT dated as of December 17, 2004 among AVENTINE RENEWABLE ENERGY HOLDINGS, INC. as Pledgor, WELLS FARGO BANK, N.A., as Trustee and Collateral Agent, and JPMORGAN CHASE BANK, N.A. as Escrow Agent and as Securities IntermediarySecurity and Escrow Agreement • March 30th, 2006 • Aventine Renewable Energy Holdings Inc • New York
This SECURITY AND ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2004 by AVENTINE RENEWABLE ENERGY HOLDINGS, INC., a Delaware corporation (“Aventine”), having an office at 1300 South Second Street, P.O. Box 10, Pekin, Illinois 61555-0010, WELLS FARGO BANK, N.A., as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”) under the Indenture referred to below, and JPMORGAN CHASE BANK, N.A., a national banking association, as securities intermediary (in such capacity, the “Securities Intermediary”) and escrow agent (in such capacity, the “Escrow Agent”) with respect to the Escrow Account (as hereinafter defined).
