Exhibit 10.21


SETTLEMENT AND RELEASE AGREEMENT


 


This Settlement and Release
Agreement (“Agreement”) is made effective as of this 27th day of February, 2008
(the “Effective Date”), by and among Aventine Renewable Energy Holdings, Inc.
(“Aventine”), formerly known as CP RS
Holdings, Inc. (“CP RS Holdings”), and each of their respective
predecessors, successors, assigns, affiliates, parents and subsidiaries,
including, but not limited to, Nebraska Energy LLC (“NELLC”), (Aventine, NELLC
and such other parties collectively, “Claimant”), and The Williams Companies, Inc.
(“Williams”), Williams Energy Services, LLC (“WES”), and each of their
respective predecessors, successors, affiliates, parents and subsidiaries
(Williams, WES and such other parties collectively, the “Released
Parties”).  Claimant and Released Parties
are sometimes referenced collectively herein as the “Parties.”


 


WITNESSETH


 


In consideration of the
mutual covenants, promises and agreements contained herein, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.             Scope and
Intent


 


1.1                               The Claims.  Pursuant to that certain Purchase Agreement
dated as of February 19, 2003, among CP RS Holdings (now known as
Aventine), Williams, and WES (the “Purchase Agreement”), Aventine acquired 100%
of the then-issued and outstanding limited liability company interests of
Williams Bio-Energy, LLC (now known as Aventine Renewable Energy, LLC).  Williams Bio-Energy, LLC, on the date of the
execution of the Purchase Agreement, owned a majority interest in NELLC, which
at the time owned and operated that certain ethanol production facility located
in Aurora, Nebraska (the “Aurora Plant”). 
Pursuant to the terms of the Purchase Agreement, Williams and WES agreed
to retain certain scheduled liabilities and made certain representations and
warranties with respect to the assets of Williams Bio-Energy, LLC, including
the Aurora Plant.  On April 7, 2005,
the District Court of Hamilton County, Nebraska, entered that certain Consent
Decree in Case No. CI 05-41 (the “Aurora Consent Decree”) requiring, among
other things, the implementation of an air pollution control technology plan
with respect to the Aurora Plant. 
Claimant has asserted, under the terms of the Purchase Agreement, claims
for indemnification and demands that Williams and WES pay for certain costs and
expenses allegedly incurred by Claimant in connection with the Aurora Plant
arising from or relating to the Aurora Consent Decree, including such costs and
expenses presented in that certain Aventine’s Report on Nebraska Energy LLC
Consent Decree Project dated October 17, 2007 (such claims for
indemnification and demands collectively, the “Aurora Consent Decree Claims”).


 


1.2                               Resolution.  Subject to
the terms of this Agreement, it is the intention and desire of Claimant and
Released Parties to fully and finally settle, compromise and resolve, in good
faith, all claims Claimant may have now or in the future related to the Aurora
Consent Decree.  None of the Parties
admits any liability and both 


 

















 


are entering into this Agreement solely to avoid the cost, risk and
uncertainty of litigation or other proceedings necessary to resolve such claims
Claimant may have now or in the future related to the Aurora Consent Decree.  From the point of execution forward, Claimant
is responsible for all costs, expenses, defense of claims and any other matters
whatsoever relating to the Aurora Consent Decree and the administration
thereof, and shall not seek any further indemnity or cost contribution for any
matter related thereto, regardless of whether or not the issue was known at the
time of execution of this Agreement.


 


2.             Agreement


 


2.1                               Payment
to Claimant.  On or before
February 29, 2008, Released Parties shall pay to or for the account of
Claimant the aggregate sum of Three Million Thirty-Nine Thousand Ninety-Three
and 68/100 United States Dollars (US$3,039,093.68) (the “Settlement Amount”) by
wire transfer of such Settlement Amount to the following account:


 


	
   

  	
   

  	
  JPMorgan
  Chase Bank

  
	
   

  	
   

  	
  ABA#
  021000021

  
	
   

  	
   

  	
  55
  Water Street

  
	
   

  	
   

  	
  New
  York, NY 10041

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Account
  Name — 

  
	
   

  	
   

  	
  Account#
  

  



 


2.2                               Release.  Effective
upon timely payment in full of the Settlement Amount by Released Parties,
Claimant does hereby release, relinquish, remise and forever discharge each of
the Released Parties from and against all liability for any and all debts,
obligations, promises, covenants, agreements, contracts, controversies, suits,
actions, causes of action, judgments, damages, costs, expenses, attorneys’
fees, demands or claims of any kind or sort, whatsoever or however arising, now
or in the future, whether asserted or unasserted, arising from or in any way
relating to the Aurora Consent Decree or the Aurora Consent Decree Claims.


 


3.             Miscellaneous


 


3.1                               Governing Law.  This Agreement
and any other documents referred to herein shall be governed by, construed and
enforced in accordance with the substantive laws of the State of New York.


 


3.2                               Benefit and Burden.  This
Agreement shall be binding upon, and inure to the benefit of, the Parties
hereto and their respective representatives, successors and assigns.


 


3.3                               Survival of Provisions of Agreement. 
Wherever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable
law.  If any provision of this Agreement
shall be held invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and 


 


 


2

















 


enforceability of the remaining provisions of this Agreement shall not
be affected or impaired thereby and every effort shall be made to obtain
judicial revision of such provision held invalid, illegal or unenforceable to
the fullest extent permitted by applicable law and consistent with the intent
expressed by the Parties to this Agreement.


 


3.4                               Entire Agreement.  All
agreements, covenants, representations and warranties, express and implied,
oral and written, of the Parties hereto concerning the Aurora Consent Decree
and the Aurora Consent Decree Claims are contained herein.  No other agreements, covenants,
representations or warranties, express or implied, oral or written, have been
made by any Party hereto to any other party concerning the Aurora Consent Decree
and the Aurora Consent Decree Claims. 
All prior and contemporaneous conversations, negotiations, possible and
alleged agreements, representations, covenants and warranties concerning the
Aurora Consent Decree and the Aurora Consent Decree Claims are merged
herein.  This is an integrated agreement.  Except as expressly provided herein, nothing
in this Agreement shall change, modify, alter, amend, release, supersede or
otherwise affect in any way the Purchase Agreement.


 


3.5                               Independent Advice of Counsel; No Reliance.  All Parties represent and declare that in
executing this Agreement they relied solely upon their own judgment, belief and
knowledge, and the advice and recommendations of their own independently
selected counsel, concerning the nature, extent and duration of their rights
and claims, and that they have not been influenced to any extent whatsoever in
executing the same by any representations or statements governing any matter
made by any other Parties hereto or by any person representing any of such
other Parties hereto except as shall have been expressly made in this
Agreement.


 


3.6                               Tax Liability.  The Parties agree that they shall not have any
responsibility whatsoever to any other Party to this Agreement for the tax
liability or consequences, if any, arising from this Agreement.


 


3.7                               No
Other Claimant.  Claimant
hereby represents and warrants that, as of the Effective Date, it has not
assigned or transferred to any other person or entity any part of the rights
and obligations of CP RS Holdings under the Purchase Agreement and that no
other person or entity has any right to bring or pursue against the Released
Parties any claims under such Purchase Agreement relating to the Aurora Consent
Decree or the Aurora Consent Decree Claims. 
To the extent that any person or entity not a party to this Agreement
shall bring a claim or assert a demand under, by or through Claimant against a
Released Party with respect to any liability of a Released Party under the
Purchase Agreement for the Aurora Consent Decree and the Aurora Consent Decree
Claims (a “Third Party Claim”), Claimant shall defend and indemnify such
Released Party from and against all liability, losses and expenses incurred in
connection with such Third Party Claim.


 


 


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3.8                               Authorization.  The Parties
represent and warrant that they are duly and lawfully authorized to enter into
this Agreement.  The signatories hereto
represent and warrant that they have all requisite authority to bind their
respective companies to the terms of this Agreement.


 


3.9                               Voluntary Agreement.  All Parties further represent and declare
that they have carefully read this Agreement and know the contents thereof and
that they sign the same freely and voluntarily.


 


3.10                        Captions.  Paragraph
titles or captions contained in this Agreement are used for convenience or
reference only and are not intended to and shall not in any way enlarge,
define, limit, extend or describe the rights or obligations of the Parties or
affect the meaning or construction of this Agreement, or any provision hereof.


 


3.11                        Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original.  Such counterparts, when taken
together, shall constitute but one agreement.


 


3.12                        Execution By Facsimile or Electronic Mail.  Execution of this Agreement via facsimile or
by electronic mail shall be effective, and signatures received via facsimile or
by electronic mail shall be binding upon the Parties hereto and shall be
effective as originals.


 


3.13                        No Construction Against Any Party.  Each Party is cooperating in the drafting and
preparation of this Agreement.  Hence, in
any construction being made of this Agreement, the same shall not be construed
either for or against any Party.


 


3.14                        Settlement is Final.  Subject to the terms of this Agreement, each
Party is aware that it may hereafter discover claims or facts in addition to or
different from those it now knows or believes to be true with respect to the
Aurora Consent Decree and the Aurora Consent Decree Claims.  Nevertheless, it is the intention of the
Parties hereto to fully, finally and forever settle all such matters and all
claims relative thereto, which now exist or may exist.  In furtherance of such intention, the release
set forth in paragraph 2.2 above shall be given and remain in effect as a full
release of all such matters set forth in paragraph 2.2 notwithstanding the
discovery or existence of any additional or different claims or facts relative
thereto.


 


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                In witness whereof, this Agreement has been executed
by and on behalf of each of the Parties by their duly authorized
representatives effective as of the date first written above.


 


	
   

  	
  AVENTINE

  	
  RENEWABLE

  	
  ENERGY

  
	
   

  	
  HOLDINGS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lynn K. Landman

  
	
   

  	
  Name:

  	
  Lynn
  K. Landman

  
	
   

  	
  Title:

  	
  VP,
  General Counsel & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  WILLIAMS COMPANIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James J. Bender

  
	
   

  	
  Name:

  	
  James
  J. Bender

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILLIAMS
  ENERGY SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Craig Rainey

  
	
   

  	
  Name:

  	
  Craig
  Rainey

  
	
   

  	
  Title:

  	
  Asst.
  Secretary

  
					



 


 


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