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 


 


3

















 


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.


 


5

















 


(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 


 


6

















 


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 


 


7

















 


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 


 


9

















 


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



 


10

















 


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


 


11

















 


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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