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.


 


3

















 


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 


 


4

















 


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 


 


5

















 


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.


 


6

















 


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 


 


8

















 


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