Exhibit 4.3


 


REGISTRATION
RIGHTS AGREEMENT


 


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.


 


WHEREAS, this Agreement
provides for certain rights and obligations of the Corporation and the Holders
with respect to registration of the securities of the Corporation under the
Securities Act.


 


NOW, THEREFORE, in
consideration of the mutual promises made herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, agree as follows:


 


ARTICLE 1


DEFINITIONS


 


Section 1.01. Definitions. The following capitalized
terms shall have the meanings set forth below:


 


“Common Stock” means the Corporation’s Common Stock, par value
$0.001 per share.


 


“Corporation” has the meaning ascribed thereto in the preamble
to this Agreement.


 


“Corporation Securities” has the meaning ascribed thereto in Section 2.02(c).


 


“Disadvantageous Condition” has the meaning ascribed thereto in
Section 2.01(a).


 


“Executive Purchase Agreement” means the agreement pursuant to
which a Management Holder acquired the applicable Registrable Securities, as may be
amended from time to time.


 


“Holder” means each of the Investor Holders and the Management
Holders.


 


“Initial Public Offering Date” means the date of completion of
the initial sale of Common Stock in the initial Public Offering.


 

















 


“Initial Requesting Holders” means the Requesting Holders
initiating the registration pursuant to the first sentence of Section 2.01(a).


 


“Institutional Holders” has the meaning ascribed thereto in Section 2.01(h).


 


“Institutional Registration Rights Agreement” means that
certain Registration Rights Agreement between the Company and Friedman,
Billings, Ramsey & Co., Inc., as in effect on the date hereof.


 


“Investor Holders” means Aventine Renewable Energy Holdings,
LLC any Transferee that becomes an Investor Holder pursuant to Section 2.08.


 


“Majority Holders” means the Holders holding a majority in
aggregate of the Registrable Securities held by all Holders.


 


“Majority Investor Holders” means the Investor Holders holding
a majority in aggregate of the Registrable Securities held by all Investor
Holders.


 


“Management Holder” means (i) each individual listed on
the signature pages hereof under the caption “Management Holders” (ii) any
individual that becomes a Management Holder pursuant to Section 3.05 and (iii) any
Transferee that becomes a Management Holder pursuant to Section 2.08, in
each case, so long as such individual remains employed by the Corporation.


 


“Other Securities” has the meaning ascribed thereto in Section 2.02(a).


 


“Person” means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.


 


“Public Offering” means any underwritten sale of the Common
Stock pursuant to an effective registration statement under the Securities Act
filed with the Securities and Exchange Commission on Form S-1 (or a
successor form) after which sale the Common Stock is (a) listed on a
national securities exchange or authorized to be quoted on an inter-dealer
quotation system of a registered national securities association and (b) registered
under the Securities Exchange Act; provided that the following shall not be considered
a Public Offering: (i) any issuance of Common Stock as consideration or
financing for a merger or acquisition and (ii) any issuance of Common
Stock or rights to acquire Common Stock to employees of the Corporation or its
subsidiaries as part of an incentive or compensation plan.


 


“Registrable Securities” means the Common Stock and any
securities issued directly or indirectly with respect to the Common Stock by
way of a split,


 


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dividend, or other division of securities, or in
connection with a combination of securities, recapitalization, merger,
consolidation, or other reorganization. As to any particular Registrable
Securities, such Registrable Securities shall cease to be Registrable Securities
when they have been (i) effectively registered under the Securities Act
and disposed of in accordance with the registration statement covering them or (ii) repurchased
by the Corporation or otherwise cease to be outstanding.


 


“Registration Expenses” means any and all expenses incident to
performance of or compliance with any registration or marketing of securities
pursuant to Article 2, including (i) the fees, disbursements and
expenses of the Corporation’s counsel and accountants in connection with this Agreement
and the performance of the Corporation’s obligations hereunder (including the
expenses of any annual audit letters and “cold comfort” letters required or
incidental to the performance of such obligations); (ii) all expenses,
including filing fees, in connection with the preparation, printing and filing
of the registration statement, any preliminary prospectus or final prospectus,
any other offering document and amendments and supplements thereto and the
mailing and delivering of copies thereof to any underwriters and dealers; (iii) the
cost of printing or producing any agreements among underwriters, underwriting
agreements and blue sky or legal investment memoranda, any selling agreements
and any other documents in connection with the offering, sale or delivery of
the securities to be disposed of; (iv) all expenses in connection with the
qualification of the securities to be disposed of for offering and sale under
state securities laws, including the fees and disbursements of counsel for the
underwriters or the Holders of securities in connection with such qualification
and in connection with any blue sky and legal investment surveys; (v) the
filing fees incident to securing any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
securities to be disposed of and all fees and expenses relating to the
retention of a Qualified Independent Underwriter (if any), including the fees
and disbursements of any counsel thereto; (vi) transfer agents’ and
registrars’ fees and expenses and the fees and expenses of any other agent or
trustee appointed in connection with such offering; (vii) all security
engraving and security printing expenses; (viii) all fees and expenses
payable in connection with the listing of the securities on any securities
exchange or automated interdealer quotation system; (ix) any other fees
and disbursements of underwriters customarily paid by the issuers of
securities, but excluding underwriting discounts and commissions and transfer
taxes, if any; (x) the costs and expenses of the Corporation and its officers
relating to analyst or investor presentations or any “road show” undertaken in
connection with the registration and/or marketing of any Registrable Securities
and (xi) other reasonable out-of-pocket costs, fees and expenses of the
Holders, including the fees and expenses of no more than one legal counsel to
the Holders selected pursuant to Section 2.01.


 


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“Requesting Holders” means the Holders requesting the
registration of their Registrable Securities pursuant to Section 2.01(a) or
2.01(g) .


 


“Rule 144” means Rule 144 promulgated under the
Securities Act (or any similar provision then in force).


 


“Rule 415 Offering” means an offering on a delayed or
continuous basis pursuant to Rule 415 (or any successor rule to
similar effect) promulgated under the Securities Act.


 


“Securities Act” means the Securities Act of 1933, as amended,
and applicable rules and regulations thereunder.


 


“Selling Holder” means a Holder of Registrable Securities
included in the relevant registration statement.


 


“Transfer” shall include any direct or indirect sale, transfer,
assignment, pledge or other disposition (whether with or without consideration
and whether voluntary or involuntary or by operation of law).


 


“Transferee” has the meaning ascribed thereto in Section 2.08.


 


ARTICLE 2


REGISTRATION RIGHTS


 


Section 2.01. Demand Registration. (a) At any
time after the date of this Agreement the Majority Investor Holders may request
in writing that the Corporation effect the registration under the Securities
Act of any or all of the Registrable Securities held by the Investor Holders,
which notice shall specify the intended method or methods of disposition of
such Registrable Securities. Except as otherwise provided herein, the
Corporation shall prepare and (within 90 days after such request has been
given) file with the Securities and Exchange Commission a registration
statement with respect to (x) all Registrable Securities included in such
request and (y) all Registrable Securities included in any request delivered by
the Requesting Holders pursuant to Section 2.01(g), and thereafter use its
reasonable best efforts to effect the registration under the Securities Act and
applicable state securities laws of such Registrable Securities for disposition
in accordance with the intended method or methods of disposition stated in such
request (which requested method of disposition may be a Rule 415
Offering); provided that the Corporation
shall not be obligated to (i) effect a registration for a Rule 415
Offering unless the aggregate amount of Registrable Securities to be registered
exceeds $10 million and (ii) send officers of the Corporation to attend
any “road show” presentations in connection with any registration pursuant to
this Section 2.01(a) unless the aggregate amount of Registrable
Securities to be


 


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registered exceeds $50 million; provided further that if the Corporation
furnishes to the Requesting Holders a certified resolution of the Board stating
that in the Board’s good faith judgment it would (because of the existence of,
or in anticipation of, any acquisition or other material event or transaction
the public disclosure of which at the time would be materially prejudicial to
the Corporation) be significantly disadvantageous (a “Disadvantageous Condition”) to the
Corporation for such a registration statement to be maintained effective, or to
be filed and become effective, and setting forth in reasonable detail the
general reasons for such judgment, the Corporation shall be entitled to cause
such registration statement to be withdrawn and the effectiveness of such
registration statement terminated, or, in the event no registration statement
has yet been filed, shall be entitled not to file any such registration
statement, until such Disadvantageous Condition no longer exists (written
notice of which the Corporation shall promptly deliver to each Requesting
Holder). Upon receipt of any certification of a Disadvantageous Condition, such
Requesting Holders shall forthwith discontinue use of the prospectus contained
in such registration statement and, if so directed by the Corporation, such
Requesting Holders shall deliver to the Corporation all copies, other than
permanent file copies, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.


 


Neither the filing nor the
effectiveness of any such registration statement may be delayed for a
period in excess of 60 days due to the occurrence of any particular
Disadvantageous Condition and the Corporation may exercise its delay
rights on only one occasion in connection with any registration request under Section 2.01
or in any one-year period. If requested by the Initial Requesting Holders, the
Corporation shall, if any registration statement shall have been withdrawn, at
such time as it is possible or, if earlier, at the end of the 90-day period
following such withdrawal, file a new registration statement covering the
Registrable Securities that were covered by such withdrawn registration and
maintain the effectiveness thereof for such time as is required under this
Agreement.


 


(b) The Investor
Holders may collectively exercise their rights under this Section 2.01
(x) on an unlimited number of occasions with respect to registration statements
on Forms S-2 or S-3 (or any successors thereto) and (y) on not more than three
occasions with respect to registration statements on Form S-1 (or any successor
thereto).


 


(c) The Holders shall
not have the right to require the filing of a registration statement pursuant
to this Section 2.01 within six months following the registration and sale
of Registrable Securities effected pursuant to a prior exercise of the
registration rights provided for in this Section 2.01.


 


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(d) The Initial
Requesting Holders may, at any time prior to the effective date of the
registration statement relating to any requested registration, revoke such
request (which request will then not count as the exercise of a request for
purposes of Section 2.01(a)), without liability to any Requesting Holder,
by providing a written notice to the Corporation revoking such request.


 


(e) Notwithstanding any
other provision of this Agreement to the contrary, a registration pursuant to
this Section 2.01 shall not be deemed to have been effected (and,
therefore, rights of a Requesting Holder shall be deemed not to have been
exercised for purposes of paragraphs (a) or (b) above) (i) unless
it has become effective, (ii) if after it has become effective such
registration is interfered with by any stop order, injunction or other order or
requirement of the Securities and Exchange Commission or other governmental
agency or court for any reason other than a misrepresentation or an omission by
such Requesting Holder and, as a result thereof, the Registrable Securities
requested to be registered cannot be completely distributed in accordance with
the plan of distribution set forth in the related registration statement or (iii) if
the conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with such registration are not satisfied
or waived other than solely by reason of some act or omission by such
Requesting Holder.


 


(f) In the event that
any registration pursuant to this Section 2.01 shall involve, in whole or
in part, an underwritten offering, the Holders of a majority of the Registrable
Securities to be registered shall select the lead underwriter, as well as
counsel for the Holders, with respect to such registration.


 


(g) Upon receipt of a
written request from the Initial Requesting Holders pursuant to the first
sentence of Section 2.01(a), the Corporation shall promptly give written
notice of such requested registration to all other Holders of Registrable
Securities. Each other Holder may, by written notice to the Corporation to be
delivered within 15 days of the delivery of the Corporation’s notice, request
the inclusion in such registration of any Registrable Securities held by such
other Holder. The Corporation shall promptly after the expiration of such
15-day period notify each Requesting Holder of (i) the identity of the
other Requesting Holders and (ii) the number of Registrable Securities
requested to be included therein by each Requesting Holder.


 


(h) Subject to Section 2.10,
the Corporation shall have the right to cause the registration of additional
equity securities for sale for the account of any Person that is not a Holder
(including the Corporation and any directors, officers or employees of the
Corporation) in any registration of Registrable Securities requested by the
Requesting Holders; provided that
if such Requesting Holders are advised in writing (with a copy to the
Corporation) by a nationally recognized investment banking firm selected
pursuant to paragraph (f) above that, in such firm’s good faith view, all
or a part of such additional equity securities cannot be


 


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sold and the inclusion of such additional equity
securities or part thereof in such registration would be likely to have an
adverse effect on the price, timing or distribution of the offering and sale of
the Registrable Securities then contemplated by any Requesting Holder, the
registration of such additional equity securities or part thereof shall
not be permitted (unless such registration is the initial Public Offering and
such other Persons (the “Institutional
Holders”) are exercising their registration rights under the
Institutional Registration Rights Agreement, in which case the number of equity
securities to be included in such registration statement shall be allocated pro
rata among all of the Requesting Holders and Institutional Holders pro rata on
the basis of the relative number of Registrable Securities and other equity
securities of the Corporation then held by each such Requesting Holder and each
such Institutional Holder (with any number in excess of a Requesting Holder’s
or Institutional Holder’s request reallocated among the remaining Requesting
Holders and Institutional Holders in a like manner)). In the event that the
number of Registrable Securities requested to be included in a registration
statement by the Requesting Holders exceeds the number which, in the good faith
view of such investment banking firm, can be sold without adversely affecting
the price, timing, distribution or sale of securities in the offering, the
number shall be allocated pro rata among all of the Requesting Holders on the
basis of the relative number of Registrable Securities then held by each such
Requesting Holder (with any number in excess of a Requesting Holder’s request
reallocated among the remaining Requesting Holders in a like manner).


 


Section 2.02 . Piggyback Registration. (a) In the
event that the Corporation proposes to register any of its Common Stock, any
other of its equity securities or securities convertible into or exchangeable
for its equity securities (collectively, including Common Stock, “Other Securities”) under the Securities
Act, whether or not for sale for its own account (provided that any registration or sale of Other Securities
for the account of any Person (other than the Corporation) shall be subject to Section 2.10),
in a manner that would permit registration of Registrable Securities for sale
for cash to the public under the Securities Act, it shall give prompt written
notice to each Holder of its intention to do so and of the rights of such
Holder under this Section 2.02. Subject to the terms and conditions
hereof, such notice shall offer each such Holder the opportunity to include in
such registration statement such number of Registrable Securities as such
Holder may request. Upon the written request of any such Holder made
within 15 days after the receipt of the Corporation’s notice (which request
shall specify the number of Registrable Securities intended to be disposed of
and the intended method of disposition thereof), the Corporation shall use its
best efforts to effect, in connection with the registration of the Other
Securities, the registration under the Securities Act of all Registrable
Securities which the Corporation has been so requested to register, to the
extent required to permit the disposition (in accordance with such intended
methods thereof) of the Registrable Securities so requested to be registered.


 


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(b) If, at any time
after giving a written notice of its intention to register any Other Securities
and prior to the effective date of the registration statement filed in
connection with such registration, the Corporation shall determine for any
reason not to register the Other Securities, the Corporation may, at its
election, give written notice of such determination to such Holders and
thereupon the Corporation shall be relieved of its obligation to register such
Registrable Securities in connection with the registration of such Other
Securities, without prejudice, however, to the rights of the Holders
immediately to request that such registration be effected as a registration
under Section 2.01 to the extent permitted thereunder.


 


(c) If the registration
referred to in the first sentence of Section 2.02(a) is to be an
underwritten registration on behalf of the Corporation, and a nationally
recognized investment banking firm selected by the Corporation advises the
Corporation in writing that, in such firm’s good faith view, the inclusion of
all or a part of such Registrable Securities in such registration would be
likely to have an adverse effect upon the price, timing or distribution of the
offering and sale of the Other Securities then contemplated, the Corporation
shall include in such registration: (i) first,
all Other Securities the Corporation proposes to sell for its own account (“Corporation Securities”), (ii) second, up to the full number of (A) Registrable
Securities held by Holders of Registrable Securities that are requested to be
included in such registration and (B) if such registration is the initial
Public Offering, Other Securities proposed to be sold in such registration by
Institutional Holders pursuant to the exercise of registration rights under the
Institutional Rights Agreement in excess of the number of Corporation Securities
to be sold in such offering which, in the good faith view of such investment
banking firm, can be so sold without so adversely affecting such offering in
the manner described above; provided
that if such number is less than the full number of such Registrable Securities
and if such registration is the initial Public Offering, such Other Securities,
such number shall be allocated pro rata among such Holders and such
Institutional Holders on the basis of the relative number of Registrable
Securities then held by each such Holder and the number of Other Securities
held by each such Institutional Holder (with any number in excess of a Holder’s
or Institutional Holder’s, as applicable request reallocated among the
requesting Holders and, if such registration is the initial Public Offering,
the requesting Institutional Holders in a like manner); and provided further that if such investment
banking firm advises the Corporation in writing that less than all of such
Registrable Securities should be included in such offering, such Holders may withdraw
their request for registration of their Registrable Securities under Section 2.02(a) and
request that 90 days subsequent to the effective date of the registration
statement for the registration of such Other Securities such registration of
their Registrable Securities be effected under Section 2.01 and (iii) third, up to the full number of the Other
Securities (other than Corporation Securities), if any, in excess of the number
of Corporation Securities and Registrable Securities to be sold in such
offering which, in the good faith view of


 


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such investment banking firm, can be so sold without
so adversely affecting such offering.


 


(d) The Corporation
shall not be required to effect any registration of Registrable Securities
under this Section 2.02 incidental to the registration of any of its
securities in connection with mergers, acquisitions, exchange offers,
subscription offers, dividend reinvestment plans or stock option or other
executive or employee benefit or compensation plans.


 


(e) No registration of
Registrable Securities effected under this Section 2.02 shall relieve the
Corporation of its obligation to effect a registration of Registrable
Securities pursuant to Section 2.01.


 


(f) If the registration
referred to in the first sentence of Section 2.02(a) is to be an
underwritten registration on behalf of a Person other than the Corporation, and
a nationally recognized investment banking firm with respect to such offering
advises the Corporation in writing that, in such firm’s good faith view, the
inclusion of all or a part of such Registrable Securities in such
registration would be likely to have an adverse effect upon the price, timing
or distribution of the offering and sale of the Other Securities then
contemplated, the Corporation shall (subject to the right of the Investor
Holders to request a registration under Section 2.01 which request shall
take priority over the registration referred to in the first sentence of Section 2.02(a)),
include in such registration: (i) first,
all Other Securities such other Person proposes to sell for its own account, (ii) second, all Corporation Securities the
Corporation proposes to sell and (iii) third,
up to the full number of Registrable Securities held by Holders of
Registrable Securities that are requested to be included in such registration
in excess of the number of securities to be sold under clause (i) and
Corporation Securities to be sold in such offering which, in the good faith
view of such investment banking firm, can be so sold without so adversely
affecting such offering in the manner described above; provided that if such number is less than
the full number of such Registrable Securities, such Registrable Securities shall
be allocated pro rata among such Holders on the basis of the relative number of
Registrable Securities then held by each such Holder (with any number in excess
of a Holder’s request reallocated among the requesting Holders in a like
manner).


 


Section 2.03 . Expenses. Except as provided herein, the
Corporation shall pay all Registration Expenses (exclusive of underwriting
discounts and commissions, if any) with respect to a particular offering (or
proposed offering). Each Selling Holder shall bear the fees and expenses of its
own counsel, except that fees and expenses of one counsel representing all
Selling Holders (if applicable, selected pursuant to Section 2.01(f)) will
constitute Registration Expenses.


 


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Section 2.04. Registration And Qualification. If the
Corporation is required to effect the registration of any Registrable
Securities under the Securities Act as provided in Section 2.01 or 2.02,
the Corporation shall as promptly as practicable:


 


(a) prepare, file and
use its reasonable best efforts to cause to become effective a registration
statement under the Securities Act relating to the Registrable Securities to be
offered in accordance with the intended method of disposition thereof;


 


(b) prepare and file
with the Securities and Exchange Commission such amendments and supplements to
such registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and to comply with the
provisions of the Securities Act with respect to the disposition of all such
Registrable Securities until such time as all of such Registrable Securities
have been disposed of in accordance with the intended methods of disposition
set forth in such registration statement; provided
that the Corporation will, at least 5 business days prior to filing
a registration statement or prospectus or any amendment or supplement thereto,
furnish to each Selling Holder copies of such registration statement or
prospectus (or amendment or supplement) as proposed to be filed (including,
upon the request of such Holder, documents to be incorporated by reference
therein) which documents will be subject to the reasonable review and comments
of such Holder (and its attorneys) during such 5 business-day period and the
Corporation will not file any registration statement, any prospectus or any
amendment or supplement thereto (or any such documents incorporated by
reference) containing any statements with respect to such Holder to which such
Holder shall reasonably object in writing;


 


(c) furnish to the
Selling Holders and to any underwriter of such Registrable Securities such
number of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus included in such registration statement
(including each preliminary prospectus and any summary prospectus), in
conformity with the requirements of the Securities Act, such documents
incorporated by reference in such registration statement or prospectus, and
such other documents as the Selling Holders or such underwriter may reasonably
request, and a copy of any and all transmittal letters or other correspondence
to or received from, the Securities and Exchange Commission or any other
governmental agency or self-regulatory body or other body having jurisdiction
(including any domestic or foreign securities exchange) relating to such
offering;


 


(d) after the filing of
the registration statement, promptly notify each Selling Holder in writing of
the effectiveness thereof and of any stop order issued


 


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or threatened by the Securities and Exchange
Commission and take all reasonable actions required to prevent the entry of
such stop order or to promptly remove it if entered and promptly notify each
Selling Holder of such lifting or withdrawal of such order;


 


(e) use its reasonable
best efforts to cause all Registrable Securities covered by such registration
statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the Selling Holders to
consummate the disposition of such Registrable Securities;


 


(f) use its reasonable
best efforts to register or qualify all Registrable Securities covered by such
registration statement under the securities or blue sky laws of such
jurisdictions as the Selling Holders or any underwriter of such Registrable
Securities shall request, and use its reasonable best efforts to obtain all
appropriate registrations, permits and consents in connection therewith, and do
any and all other acts and things which may be necessary or advisable to
enable the Selling Holders or any such underwriter to consummate the
disposition in such jurisdictions of the Registrable Securities covered by such
registration statement; provided
that the Corporation shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any such jurisdiction
wherein it is not so qualified or to consent to general service of process in
any such jurisdiction;


 


(g) use its best
efforts to furnish to each Selling Holder and to any underwriter of such
Registrable Securities (i) an opinion of counsel for the Corporation
addressed to each Selling Holder and dated the date of the closing under the
underwriting agreement (if any) (or if such offering is not underwritten, dated
the effective date of the registration statement) and (ii) a “cold comfort”
letter addressed to each Selling Holder and signed by the independent public
accountants who have audited the financial statements of the Corporation
included in such registration statement, in each such case covering
substantially the same matters with respect to such registration statement (and
the prospectus included therein) as are customarily covered in opinions of
issuer’s counsel and in accountants’ letters delivered to underwriters in
connection with the consummation of underwritten public offerings of securities
and such other matters as the Selling Holders may reasonably request and,
in the case of such accountants’ letter, with respect to events subsequent to
the date of such financial statements;


 


(h) as promptly as
practicable, notify the Selling Holders in writing (i) at any time when a
prospectus relating to a registration pursuant to Section 2.01 or 2.02 is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements


 


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therein, in light of the circumstances under which
they were made, not misleading, and (ii) of any request by the Securities
and Exchange Commission or any other regulatory body or other body having
jurisdiction for any amendment of or supplement to any registration statement
or other document relating to such offering, and in either such case, at the
request of the Selling Holders prepare and furnish to the Selling Holders a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they are made, not misleading;


 


(i) if requested by the
lead or managing underwriters, use its best efforts to list all such
Registrable Securities covered by such registration on each securities exchange
and automated inter-dealer quotation system on which a class of common
equity securities of the Corporation is then listed;


 


(j) send appropriate
officers of the Corporation to attend any “road shows” and analyst and investor
presentations scheduled in connection with any such registration and use its
reasonable best efforts to cooperate as reasonably requested by the Selling
Holders in the marketing of the Registrable Securities, and all reasonable
out-of-pocket costs and expenses incurred by the Corporation or such officers
in connection with such attendance or cooperation shall be paid by the
Corporation; and


 


(k) furnish for delivery in
connection with the closing of any offering of Registrable Securities pursuant
to a registration effected pursuant to Section 2.01 or 2.02 unlegended
certificates representing ownership of the Registrable Securities being sold in
such denominations as shall be requested by the Selling Holders or the
underwriters.


 


Section 2.05. Underwriting; Due Diligence. (a) If
requested by the underwriters for any underwritten offering of Registrable
Securities pursuant to a registration requested under this Article 2, the
Corporation shall enter into an underwriting agreement with such underwriters
for such offering, which agreement will contain such representations and
warranties and covenants by the Corporation and such other terms and provisions
as are customarily contained in underwriting agreements with respect to
secondary distributions, including indemnification and contribution provisions
substantially to the effect and to the extent provided in Section 2.06,
and agreements as to the provision of opinions of counsel and accountants’
letters to the effect and to the extent provided in Section 2.04(g) .
The Selling Holders on whose behalf the Registrable Securities are to be
distributed by such underwriters shall be parties to any such underwriting
agreement and the representations and warranties by, and the other agreements
on the part of, the Corporation to and for the benefit of such underwriters,
shall also


 


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be made to and for the benefit of such Selling
Holders. Such underwriting agreement shall also contain such representations
and warranties by such Selling Holders and such other terms and provisions as
are customarily contained in underwriting agreements with respect to secondary
distributions on the part of selling shareholders, including
indemnification and contribution provisions substantially to the effect and to
the extent provided in Section 2.06.


 


(b) In connection with
the preparation and filing of each registration statement registering
Registrable Securities under the Securities Act pursuant to this Article 2,
the Corporation shall give the Selling Holders and the underwriters, if any,
and their respective counsel and accountants, such reasonable and customary
access to its books, records and properties and such opportunities to discuss
the business and affairs of the Corporation with its officers and the
independent public accountants who have certified the financial statements of
the Corporation as shall be necessary, in the opinion of such Holders and such
underwriters or their respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act; provided
that such Holders and the underwriters and their respective counsel and
accountants shall use their reasonable best efforts to coordinate any such
investigation of the books, records and properties of the Corporation and any
such discussions with the Corporation’s officers and accountants so that all
such investigations occur at the same time and all such discussions occur at
the same time.


 


Section 2.06. Indemnification And Contribution. (a) The
Corporation agrees to indemnify and hold harmless each Selling Holder and each
person, if any, who controls each Selling Holder within the meaning of either Section 15
of the Securities Act or Section 20 of the Securities Exchange Act from
and against any and all losses, claims, damages and liabilities (including any
legal or other costs, fees and expenses reasonably incurred in connection with
defending or investigating any such action or claim) insofar as such losses,
claims, damages or liabilities are caused by any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or
any amendment thereof, any preliminary prospectus or prospectus (as amended or
supplemented if the Corporation shall have furnished any amendments or
supplements thereto) relating to the Registrable Securities, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission which
is based upon information relating to a Selling Holder which is furnished to
the Corporation in writing by a Selling Holder expressly for use therein. The Corporation
also agrees to indemnify any underwriter of the Registrable Securities so
offered and each person, if any, who controls such underwriter on substantially
the same basis as that of the indemnification by the Corporation of each
Selling Holder provided in this Section 2.06(a) .


 


13

















 


(b) Each Selling Holder
agrees to indemnify and hold harmless the Corporation, its directors, the
officers who sign the Registration Statement and each person, if any, who
controls the Corporation within the meaning of either Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act, from and
against any and all losses, claims, damages and liabilities (including any
legal or other costs, fees and expenses reasonably incurred in connection with
defending or investigating any such action or claim) insofar as such losses,
claims, damages or liabilities are caused by any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or
any amendment thereof, any preliminary prospectus or prospectus (as amended or
supplemented if the Corporation shall have furnished any amendments or
supplements thereto) relating to the Registrable Securities, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only with reference to information relating to a Selling Holder furnished in
writing by or on behalf of a Selling Holder expressly for use in a registration
statement, any preliminary prospectus, prospectus or any amendments or
supplements thereto. Each Selling Holder also agrees to indemnify any
underwriter of the Registrable Securities so offered and each person, if any,
who controls such underwriter on substantially the same basis as that of the
indemnification by such Selling Holder of the Corporation provided in this Section 2.06(b) .
Notwithstanding any other provision of this Section 2.06, no Selling
Holder’s obligations to indemnify pursuant to this Section 2.06 shall
exceed the amount of net proceeds received by such Selling Holder in connection
with any offering of its Registrable Securities. Each Selling Holder’s
obligations to indemnify pursuant to this Section are several in the
proportion that the net proceeds of the offering received by such Selling
Holder bear to the total net proceeds of the offering received by all Selling
Holders and not joint.


 


(c) Each party
indemnified under paragraph (a) or (b) above shall, promptly after
receipt of notice of a claim or action against such indemnified party in
respect of which indemnity may be sought hereunder, notify the
indemnifying party in writing of the claim or action and the indemnifying party
shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to such indemnified party, and shall assume the payment
of all fees and expenses; provided
that the failure of any indemnified party so to notify the indemnifying party
shall not relieve the indemnifying party of its obligations hereunder except to
the extent that the indemnifying party is materially prejudiced by such failure
to notify. In any such action, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the sole expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) in the reasonable judgment of such indemnified party
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them, in which case the fees
and


 


14

















 


expenses of such counsel shall be at the sole
expense of the indemnifying party. It is understood that the indemnifying party
shall not, in connection with any claim or action or related proceeding in the
same jurisdiction, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) at any time
for all such indemnified parties, and that all such fees and expenses shall be
reimbursed as they are incurred. In the case of any such separate firm for the
Holders as indemnified parties, such firm shall be designated in writing by the
indemnified party that had the largest number of Registrable Securities
included in such registration. The indemnifying party shall not be liable for
any settlement of any claim or action effected without its written consent, but
if settled with such consent, or if there be a final judgment for the
plaintiff, the indemnifying party shall indemnify and hold harmless such
indemnified parties from and against any loss or liability (to the extent
stated above) by reason of such settlement or judgment. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened claim or action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability arising out
of such proceeding.


 


(d) If the indemnification
provided for in this Section 2.06 shall for any reason be unavailable
(other than in accordance with its terms) to an indemnified party in respect of
any loss, liability, cost, claim or damage referred to therein, then each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, liability, cost, claim or damage (A) as between the
Corporation and the underwriters, (i) in such proportion as is appropriate
to reflect the relative benefits received by the Corporation on the one hand
and the underwriters on the other hand from the offering of the Registrable
Securities or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the indemnifying party or parties on the one hand
and of the indemnified party or parties on the other hand in connection with
the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations, and (B) as
between (x) the Corporation and the Selling Holders or (y) the Selling Holders
and the underwriters, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Corporation on the one hand and the
underwriters on the other hand in connection with the offering of the
Registrable Securities shall be deemed to be in the same respective proportions
as the net proceeds from the offering of the Registrable


 


15

















 


Securities (before deducting expenses) (as if, for
purposes of this clause (d), the Corporation had received the proceeds of any
secondary offering) and the total underwriting discounts and commissions
received by the underwriters, in each case as set forth in the table on the
cover of a prospectus, bear to the aggregate public offering price of the
Registrable Securities. The relative fault of the Corporation, the Selling
Holders and the underwriters shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Corporation, by a Selling Holder or by the
underwriters and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by an indemnified party as a result of the loss, cost, claim,
damage or liability, or action in respect thereof, referred to above in this
paragraph (d) shall be deemed to include, for purposes of this paragraph
(d), any legal or other costs, fees and expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. The Corporation and the Selling Holders agree that it would not be
just and equitable if contribution pursuant to this Section 2.06 were
determined by pro rata allocation (even if the underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this paragraph.
Notwithstanding any other provision of this Section 2.06, no Selling
Holder shall be required to contribute any amount in excess of the amount by
which the net proceeds of the offering received by such Selling Holder exceed
the amount of any damages which such Selling Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. Each Selling Holder’s obligations to contribute pursuant to
this Section are several in the proportion that the net proceeds of the
offering received by such Selling Holder bears to the total net proceeds of the
offering received by all the Selling Holders and not joint. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.


 


(e) Indemnification and
contribution similar to that specified in the preceding paragraphs of this Section 2.06
(with appropriate modifications) shall be given by the Corporation, the Selling
Holders and the underwriters with respect to any required registration or other
qualification of securities under any state law or regulation or governmental
authority.


 


(f) The obligations of
the parties under this Section 2.06 shall be in addition to any liability
which any party may otherwise have to any other party.


 


Section 2.07. Rule 144 and Form S-3. Commencing
as soon as practicable after the Initial Public Offering Date, the Corporation
shall use its best efforts to ensure that the conditions to the availability of
Rule 144 set forth in


 


16

















 


paragraph (c) thereof shall be satisfied. Upon the request of any
Holder, the Corporation will deliver to such Holder a written statement as to
whether it has complied with such requirements. The Corporation further agrees
to use its reasonable best efforts to cause all conditions to the availability
of Form S-3 (or any successor form) under the Securities Act for the
filing of registration statements under this Agreement to be met as soon as
practicable after the Initial Public Offering Date.


 


Section 2.08. Rights of Transferee of Registrable Securities. So
long as a Person to whom Registrable Securities have been Transferred (a “Transferee”) satisfies the requirements set
forth in the following sentence, such Transferee will be deemed a Holder
hereunder as soon as the Corporation receives (i) written notice stating
the name and address of the Transferee and identifying the number of
Registrable Securities Transferred and (ii) a written agreement, in form and
substance acceptable to the Majority Holders, from such Transferee whereby such
Transferee agrees to be bound by the terms of this Agreement. No Transferee
will be deemed a Holder hereunder unless (i) such Holder status is
approved by the Board prior to the transfer to such Transferee, (ii) in
the case of a Management Holders, such Transferee is a “Permitted Transferee”
under the applicable Executive Purchase Agreement or (iii) in the case of
an Investor Holder, to any Person to whom such Investor Holder Transfers
Registrable Securities; provided that
with respect to this clause (iii), (x) no Transferee that is a recipient in a
Distribution-In-Kind shall be deemed an Investor Holder unless such Transferee
is the general partner or manager (or an Affiliate thereof) of an Investor
Holder that is a private equity investment fund and (y) a Transferee that is a
recipient in a Distribution-In-Kind (other than a Transferee deemed an Investor
Holder under clause (x) above) shall no longer be deemed a Holder hereunder
when the Board has been advised by counsel acceptable to it that the
Registrable Securities held by such Transferee are eligible for sale pursuant
to Rule 144(k). Any Transferee advised by the Corporation in accordance
with clause (y) above that its securities are eligible for sale pursuant to Rule 144(k)
shall have the right to require the Corporation to remove restrictive legends
required by the federal securities laws from such securities. Upon becoming a
Holder, a Transferee from an Investor Holder will be immediately deemed an
Investor Holder, and a Transferee from a Management Holder will be immediately
deemed a Management Holder.


 


Section 2.09. Holdback Agreement. If any registration
pursuant to this Article 2 shall be in connection with an underwritten
public offering of Registrable Securities, each Holder agrees not to effect any
sale or distribution, including any sale under Rule 144, of any equity
security of the Corporation (other than through the registered public offering
then being made) within 7 days prior to or 90 days (or such lesser period as
the lead or managing underwriters may permit; provided that the foregoing shall not apply to a Holder that
together with its Affiliates, beneficially owns (within the meaning of Rule 13d-3
and Rule 13d-5 promulgated under the Securities Exchange Act) in the
aggregate less than


 


17

















 


5% of the aggregate amount of outstanding Common
Stock; provided further that the
terms of any such restrictions applicable to Holders of Registrable Securities
shall be at least as favorable to such Holders as the terms on which any other
Person (other than the Company) is permitted to participate in such
registration) after the effective date of the registration statement (or the
commencement of the offering to the public of such Registrable Securities in
the case of a Rule 415 Offering). The Corporation hereby also so agrees
and agrees to use its reasonable best efforts to cause each other holder of
equity securities or securities convertible into or exchangeable or exercisable
for such securities (other than in the case of equity securities issued under
dividend reinvestment plans or employee stock plans) purchased from the
Corporation otherwise than in a public offering to so agree.


 


Section 2.10. Restrictions on Other Registration Rights;
Inconsistent Agreements. (a) Notwithstanding anything else
contained in this Agreement, the Corporation shall not, without the prior
written consent of the Majority Investor Holders, grant or issue to any Person
any right, or enter into any agreement with any Person entitling such Person,
to request or require that the Corporation effect, prior to the date on which
all Investor Holders in the aggregate beneficially own Registrable Securities
representing less than 5% of the outstanding Common Stock, the registration
under the Securities Act of any security of the Corporation for the account of
any Person (other than (i) the rights granted to the Holders hereunder, (ii) the
rights granted to the Institutional Holders under the Institutional
Registration Rights Agreement and (iii) rights granted to third parties
with respect to registrations referred to in Section 2.02, provided that such registration rights do
not allow the parties thereto to participate in offerings pursuant to which the
Holders elect to register securities under Section 2.02 unless such
Holders have been able to register all Registrable Securities they desire to
register in such offering first); provided
that the terms of any such right granted or issued shall not be more favorable
to such Persons than the terms of this Agreement.


 


(b) The Corporation
shall not hereafter enter into any agreement with respect to its securities
which is inconsistent with or violates the rights granted to the holders of
Registrable Securities in this Agreement.


 


ARTICLE 3


MISCELLANEOUS


 


Section 3.01. Remedies. Each Holder and each party
hereto shall have all rights and remedies set forth in this Agreement and all
rights and remedies which such parties have been granted at any time under any
other agreement or contract and all of the rights which such parties have under
any law or at equity. Any Person having rights under any provision of this
Agreement shall be entitled to


 


18

















 


enforce such rights specifically (without posting a
bond or other security), to recover damages caused by reason of any breach of
any provision of this Agreement and to exercise all other rights granted by
law. The parties hereto agree and acknowledge that money damages may not
be an adequate remedy for any breach of the provisions of this Agreement and
that any party may in its sole discretion apply to any court of law or
equity of competent jurisdiction (without posting any bond or other security)
for specific performance and for other injunctive relief in order to enforce or
prevent violation of the provisions of this Agreement.


 


Section 3.02 . Consents To Amendments. The provisions
of this Agreement may be amended, modified or waived only upon the prior
written consent of the holders of a majority of the Registrable Securities held
by all Holders. No course of dealing between the Corporation and any Holder or
any delay by such Holder in exercising any rights hereunder shall operate as a
waiver of any rights of such Holder.


 


Section 3.03 . Successors and Assigns. All covenants
and agreements contained in this Agreement by or on behalf of any of the
parties hereto shall bind and inure to the benefit of the respective successors
and permitted assigns of the parties hereto whether so expressed or not.


 


Section 3.04 . Severability. Whenever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.


 


Section 3.05 . Counterparts. This Agreement may be
executed simultaneously in two or more counterparts, any one of which need not
contain the signatures of more than one party, but all such counterparts taken
together shall constitute one and the same Agreement. Any Person who becomes an
officer of the Corporation at any time after the date hereof, with the prior
written approval of the Board and the Majority Investor Holders, become a party
to this Agreement as a Management Holder by executing a counterpart to
this Agreement agreeing to be bound by the provisions hereof as if such Person
were an original signatory hereto.


 


Section 3.06 . Descriptive Headings; Interpretation. The
descriptive headings of this Agreement are inserted for convenience only and do
not constitute a substantive part of this Agreement. The use of the words “include”
or “including” in this Agreement shall be by way of example rather than by
limitation. Reference to any agreement, document or instrument means such


 


19

















 


agreement, document or instrument as amended or
otherwise modified from time to time in accordance with its terms.


 


Section 3.07 . Governing Law. This Agreement shall be
governed by, and construed under, the laws of the State of Delaware, and all
rights and remedies shall be governed by said laws, without regard to conflict
of laws principles.


 


Section 3.08 . Submission to Jurisdiction and Forum; Service of
Process. The parties hereby agree that any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Agreement or the transactions contemplated
hereby shall be brought in the courts of the State of Delaware or a federal
court sitting in the State of Delaware, so long as one of such courts shall
have subject matter jurisdiction over such suit, action or proceeding, and that
any case of action arising out of this Agreement shall be deemed to have arisen
from a transaction of business in the State of Delaware, and each of the
parties hereby irrevocably consents to the jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of the venue of
any such suit, action or proceeding in any such court or that any such suit,
action or proceeding which is brought in any such court has been brought in an
inconvenient form. Process in any such suit, action or proceeding may be
served on any party anywhere in the world, whether within or without the
jurisdiction of any such court. Without limiting the foregoing, each party
agrees that service of process on such party as provided in shall be deemed
effective service of process on such party.


 


Section 3.09 . WAIVER OF JURY TRIAL. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 3.10 . Specific Enforcement. Each party hereto
acknowledges that the remedies at law of the other parties for a breach or
threatened breach of this Agreement would be inadequate and, in recognition of
this fact, any party to this Agreement, without posting any bond, and in
addition to all other remedies that may be available, shall be entitled to
obtain equitable relief in the form of specific performance, a temporary
restraining order, a temporary or permanent injunction or any other equitable
remedy that may then be available.


 


Section 3.11 . Addresses and Notices. All notices,
requests or other communications to any party hereunder shall be in writing
(including facsimile transmission) and shall be given,


 


20

















 


	
   

  	
  if to the Corporation, to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Aventine Renewable Energy Holdings, Inc.

  	
   

  	
   

  
	
   

  	
  1300 South Second Street

  	
   

  	
   

  
	
   

  	
  Pekin, IL 61554

  	
   

  	
   

  
	
   

  	
  Attention: President

  	
   

  	
   

  
	
   

  	
  Fax: (309) 346-0742

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Davis Polk & Wardwell

  	
   

  	
   

  
	
   

  	
   

  	
  450 Lexington Avenue

  	
   

  	
   

  
	
   

  	
   

  	
  New York, New York 10017

  
	
   

  	
   

  	
  Attention:

  	
  Richard D. Truesdell, Jr.

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 450-4800

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  if to the Investor Holders, to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Aventine Renewable Energy Holdings LLC

  	
   

  
	
   

  	
  c/o Metalmark Management LLC

  	
   

  
	
   

  	
  1177 Avenue of the Americas

  	
   

  
	
   

  	
  40th Floor

  	
   

  
	
   

  	
  New York, NY 10036

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
  Leigh Abramson

  	
   

  
	
   

  	
  Facsimile:

  	
   

  	
  (212) 823-1901

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Davis Polk & Wardwell

  	
   

  
	
   

  	
   

  	
  450 Lexington Avenue

  	
   

  
	
   

  	
   

  	
  New York, New York 10017

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  John H. Butler

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 450-4800

  	
   

  
						



 


and if to any other Holder, to the address or
facsimile set forth on the books of the Corporation or any other address or
facsimile number as a party may hereafter specify for such purpose to the
Corporation.


 


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.


 


21

















 


Section 3.12. Business Days. If any time period for
giving notice or taking action hereunder expires on a day which is a Saturday,
Sunday or legal holiday in the state in which the Corporation’s chief executive
office is located, the time period shall automatically be extended to the
business day immediately following such Saturday, Sunday or legal holiday.


 


*      
*       *


 


22

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
  AVENTINE RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AVENTINE
  RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MORGAN STANLEY DEAN WITTER
  

  CAPITAL PARTNERS IV, L.P., its

  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  LLC, as General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Metalmark Subadvisor LLC,
  as attorney-in-

  fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
								



 

















 


MANAGEMENT
HOLDERS


 


	
   

  	
   

  	
   

  
	
   

  	
  Name

  



 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
  AVENTINE RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AVENTINE RENEWABLE
  ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MORGAN STANLEY DEAN WITTER

  CAPITAL PARTNERS IV, L.P., its

  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  LLC, as General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Metalmark Subadvisor LLC,
  as attorney-in-

  fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MANAGEMENT HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  William J. Brennan

  
									



 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
  AVENTINE RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AVENTINE
  RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MORGAN STANLEY DEAN WITTER

  CAPITAL PARTNERS IV, L.P., its

  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  LLC, as General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Metalmark Subadvisor LLC,
  as attorney-in-

  fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MANAGEMENT HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Scott
  W. Dawson

  
										



 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
  AVENTINE RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AVENTINE
  RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MORGAN STANLEY DEAN WITTER

  CAPITAL PARTNERS IV, L.P., its

  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  LLC, as General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Metalmark Subadvisor LLC,
  as attorney-in-

  fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MANAGEMENT HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Jerry L. Weiland  

  
										



 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
  AVENTINE RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AVENTINE
  RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MORGAN STANLEY DEAN WITTER

  CAPITAL PARTNERS IV, L.P., its

  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  LLC, as General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Metalmark Subadvisor LLC,
  as attorney-in-

  fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MANAGEMENT HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  James R. Redding  

  
									



 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
  AVENTINE RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AVENTINE
  RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MORGAN STANLEY DEAN WITTER

  CAPITAL PARTNERS IV, L.P., its

  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  LLC, as General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Metalmark Subadvisor LLC,
  as attorney-in-

  fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MANAGEMENT HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Roger E. Bushue

  
										



 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
  AVENTINE RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AVENTINE
  RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MORGAN STANLEY DEAN WITTER

  CAPITAL PARTNERS IV, L.P., its

  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  LLC, as General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Metalmark Subadvisor LLC,
  as attorney-in-

  fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MANAGEMENT HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Ronald H. Miller

  
										



 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
  AVENTINE RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AVENTINE
  RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MORGAN STANLEY DEAN WITTER

  CAPITAL PARTNERS IV, L.P., its

  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  LLC, as General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Metalmark Subadvisor LLC,
  as attorney-in-

  fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MANAGEMENT HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Stephen P. Schmidt

  	
   

  
										



 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
  AVENTINE RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AVENTINE
  RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MORGAN STANLEY DEAN WITTER

  CAPITAL PARTNERS IV, L.P., its

  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  LLC, as General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Metalmark Subadvisor LLC,
  as attorney-in-

  fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MANAGEMENT HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Kenneth R. Eckhardt

  	
   

  
										



 

















 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
  AVENTINE RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AVENTINE
  RENEWABLE ENERGY

  
	
   

  	
   

  	
   

  	
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MORGAN STANLEY DEAN WITTER

  CAPITAL PARTNERS IV, L.P., its

  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MSDW Capital Partners IV,
  LLC, as General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Metalmark Subadvisor LLC,
  as attorney-in-

  fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MANAGEMENT HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  James R. Sneed