Exhibit
10.15.2


     

    March 12,
2009

    


    


    Aventine
Renewable Energy, Inc.

    Aventine
Renewable Energy – Mt Vernon, LLC

    Aventine
Renewable Energy – Aurora West, LLC

    1300
South Second Street

    Pekin,
Illinois  61554

    Attention:      Mr. Ron Miller, Chief Executive
Officer

    


    
      	
              Re:

            	
              Credit
      Agreement dated as of March 23, 2007 (as amended, the “Credit
      Agreement”), among Aventine Renewable Energy, Inc., a Delaware
      corporation, Aventine Renewable Energy, Mt. Vernon, LLC, a Delaware
      limited liability company, Aventine Renewable Energy - Aurora West, LLC, a
      Delaware limited liability company, JPMorgan Chase Bank, N.A., as
      Administrative Agent, and the financial institutions now or hereafter
      party thereto as lenders (the “Lenders”).  Unless
      otherwise indicated, all capitalized terms used herein, but not otherwise
      defined, shall have the same meanings herein as in the Credit
      Agreement.

            


    

     

    Gentlemen:

     

    Borrowers
have advised Administrative Agent and Lenders that as a result of the existence
of certain mechanic’s and other like Liens imposed by law and Borrowers’
delinquency in making payments to Kiewit Energy Company and other contractors,
in each case solely with respect to the construction projects located at 2157
Bluff Road, Mount Vernon, Indiana 47620 and 2103 Harvest Drive, Aurora, Nebraska
68818, Borrowers are in breach of Section 4.16 of the Senior Indenture, which
breach shall become an “event of default” under and as defined in the Senior
Indenture upon such breach continuing for a period of 60 consecutive days after
written notice thereof is received by Borrowers from the trustee or the holders
of 25% or more in aggregate principal amount of the Senior Notes (the “Indenture
Violation”).  The Indenture Violation is an immediate Event of
Default under Article VII(g) of the Credit Agreement (the “Specified Default”)
and Borrowers hereby request that the Required Lenders execute this letter
agreement (this “Letter Agreement”)
to, inter alia, evidence Lenders’ limited waiver of the Specified Default from
the date hereof through the earlier of (i) April 15, 2009 or (ii) the occurrence
of any Default or Event of Default (other than the Specified Default) under the
Credit Agreement (the “Specified Period”).
In reliance on the representations and warranties of Borrowers contained herein,
and subject to the limitations set forth herein, Lenders hereby waive the
Specified Default solely for the Specified Period.

    


    The
limited waiver granted pursuant to this Letter Agreement is limited solely to
the Specified Default and solely for the Specified Period, as applicable, and
nothing contained herein shall be deemed a consent to, or waiver of, any other
action or inaction of Borrowers which constitutes (or would constitute) a
violation of any provision of the Credit Agreement or any other Loan Document,
or which results (or would result) in a Default or Event of Default under the
Credit Agreement or any other Loan Document.  Neither Lenders nor
Administrative Agent shall be obligated to grant any future waivers, consents or
amendments with respect to the Credit Agreement or any other Loan
Document.

     

    By
executing this letter in the space indicated below, Borrowers and the other Loan
Parties acknowledge and agree to the terms and provisions set forth in this
letter, and further acknowledge, represent, warrant, covenant and agree with the
Administrative Agent and the Lenders as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	
              (a)  

            	
              As
      of the date of this Letter Agreement, (1) no Default or Event of
      Default has occurred which is continuing after giving effect to the
      limited waiver contained herein, and (2) neither Borrowers nor any
      other Loan Party has any defense to (A) the obligation to pay the
      Obligations when due, or (B) the validity, enforceability or binding
      effect against Borrowers or any other Loan Party of the Credit Agreement
      or any of the other Loan Documents (to the extent a party thereto) or any
      Liens intended to be created
thereby.

            


    

     

    
      	
              (b)  

            	
              Each
      representation and warranty of Borrowers and the other Loan Parties
      contained in the Credit Agreement and each of the other Loan Documents is
      true and correct on the date hereof after giving effect to the waiver
      contained herein.

            


    

     

    
      	
              (c)  

            	
              Borrowers
      hereby agree to pay on demand all reasonable fees and expenses of counsel
      to Administrative Agent incurred by Administrative Agent in connection
      with the preparation, negotiation and execution of this Letter Agreement
      and all related documents.

            


    

     

    
      	
              (d)  

            	
              This
      Letter Agreement may be executed in counterparts, and all parties need not
      execute the same counterpart; however, no party shall be bound by this
      Letter Agreement until a counterpart hereof has been executed by Borrowers
      and Required Lenders.  Facsimiles or other electronic
      transmissions shall be effective as
originals.

            


    

     

    
      	
              (e)  

            	
              THIS
      LETTER AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
      NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL
      AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL
      AGREEMENTS AMONG THE PARTIES.

            


    

     

    
      	
              (f)  

            	
              This
      Letter Agreement shall be governed by, and construed in accordance with,
      the laws of the State of New York.

            


    

     

    
      	
              (g)  

            	
              This
      Letter Agreement constitutes a “Loan Document” under and as defined in the
      Credit Agreement.

            


    

     

    [Signature
Pages to Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Please
evidence your agreement to each of the provisions of this Letter Agreement by
executing a counterpart hereof where indicated and returning a fully executed
counterpart to Bailey Pham, counsel for Administrative Agent, via facsimile
number (214) 999-7798 or via electronic e-mail at bpham@velaw.com, with
four (4) originals delivered to Bailey Pham via overnight delivery at: Vinson
& Elkins L.L.P., 2001 Ross Avenue, Suite 3700, Dallas, Texas
75201.

    
Very
truly yours,

    


    
    

     

    
      
        	
                JPMORGAN CHASE BANK,
      N.A., individually as a Lender and as Administrative
      Agent

              	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Jeff A.
      Tompkins	 
	Name:  
    	Jeff A.
      Tompkins 	 
	Title:	Vice
    President	 


      



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

     

                                                                               

    
       

      
        
          	
                  BANK OF AMERICA, N.A.,
      individually as a Lender

                	 
	 	 	 	 
	 	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 


        



    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        
          	
                  
                    UBS LOAN FINANCE LLC,
      individually as a
      Lender

                  

                	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Mary E.
      Evans	 
	Name:  
      	Mary E.
    Evans	 
	Title:	Associate
      Director	 


        

         

      

      
        	By:	/s/ Marie
      Haddad	 
	Name:  
      	Marie
    Haddad	 
	Title:	Associate
      Director	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        
          	
                  
                    
                      WELLS FARGO FOOTHILL,
      LLC, individually as a Lender

                    

                  

                	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Rina
      Shinoda	 
	Name:  
      	Rina
    Shinoda	 
	Title:	Vice
    President	 


        



    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
       

      
        
          	
                  
                    
                      BMO CAPITAL MARKETS FINANCING,
      INC., individually as a Lender

                    

                  

                	 
	 	 	 	 
	 	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 


        



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
       

      
        
          	
                  
                    
                      SIEMENS FINANCIAL SERVICES,
      INC., individually as a Lender

                    

                  

                	 
	 	 	 	 
	 	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 


        



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
       

      
        
          	
                  
                    
                      WACHOVIA BANK, NATIONAL
      ASSOCIATION, individually as a Lender

                    

                  

                	 
	 	 	 	 
	 	 	 	 
	By:	/s/ M.
      Galovican 	 
	Name:  
      	M.
    Galovican	 
	Title:	Director	 


        



    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Acknowledged
and Agreed

    as of the
12th day of March, 2009 by:

     

    
      
        
          	
                  
                    
                      AVENTINE
      RENEWABLE ENERGY, INC.

                    

                  

                
	 	 	 	 
	 	 	 	 
	By:	/s/ Ronald
      Miller	 
	 	
                  Ronald
      Miller, Chief Executive Officer

                	 


        


         

        
          
            
              	
                      
                        
                          
                            AVENTINE
      RENEWABLE ENERGY – MT VERNON, LLC

                          

                        

                      

                    
	 	 	 	 
	 	 	 	 
	By:	/s/ Ronald
      Miller	 
	 	
                      Ronald
      Miller, Chief Executive Officer

                    	 


            


             

            
              
                
                  	
                          
                            
                              
                                AVENTINE
      RENEWABLE ENERGY – AURORA WEST, LLC

                              

                            

                          

                        
	 	 	 	 
	 	 	 	 
	By:	/s/ Ronald
      Miller	 
	 	
                          Ronald
      Miller, Chief Executive Officer

                        	 


                

                 

                
                   

                  
                    
                      
                        	
                                
                                  
                                    
                                      AVENTINE
      RENEWABLE ENERGY H OLDINGS, INC.

                                    

                                  

                                

                              	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Ronald
      Miller	 
	 	
                                Ronald
      Miller, Chief Executive Officer

                              	 


                      


                       

                      
                        
                          
                            	
                                    
                                      
                                        
                                          AVENTINE
      RENEWABLE ENERGY, LLC

                                        

                                      

                                    

                                  	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Ronald
      Miller	 
	 	
                                    Ronald
      Miller, Chief Executive Officer

                                  	 


                          


                           

                          
                            
                              
                                	
                                        
                                          
                                            
                                              AVENTINE
      POWER, LLC

                                            

                                          

                                        

                                      	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Ronald
      Miller	 
	 	
                                        Ronald
      Miller, Chief Executive Officer

                                      	 


                              


                               

                              
                                
                                  
                                    	
                                            
                                              
                                                
                                                  NEBRASKA
      ENERGY, L.L.C.

                                                

                                              

                                            

                                          	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Daniel
      Trunfio	 
	 	
                                            
                                              Daniel
      Trunfio, President