Exhibit
10.5.2

    


    CHANGE
ORDER NUMBER 123108AW

    TO

    ENGINEERING,
PROCUREMENT AND

    CONSTRUCTION
SERVICES

    FIXED
PRICE CONTRACT

    LOCATION:
AURORA, NEBRASKA

    


     

    THIS CHANGE ORDER (“Change
Order”) is made and entered into effective as of December 31, 2008 (the
“Effective Date”) by and between Aventine Renewable Energy - Aurora West, LLC
(“Owner”) and Kiewit Energy Company (“Kiewit”).

     

    WHEREAS,
Owner and Kiewit are parties to that certain Engineering, Procurement and
Construction Services Fixed Price Contract dated May 31, 2007 (the “Contract”);
and

     

    WHEREAS,
pursuant to Article 6 of the Contract, Owner provides the following as written
direction to Kiewit to make certain changes in the Work, and Kiewit by its
signature below accepts such direction.

     

    
      	
               
      

            	
              1.

            	
              Capitalized
      terms not defined herein shall have the meaning set forth in the
      Contract.

            


    

     

    
      	
               
      

            	
              2.

            	
              Pursuant
      to Section 9.5 of the Contract, Owner directed Kiewit to suspend the Work
      on the Plant as of November 14, 2008 (the “Date of
      Suspension”).

            


    

     

    
      	
               
      

            	
              3.

            	
              Pursuant
      to the terms of the Contract, Owner owes Kiewit $16,609,020 (subject to
      the Dispute Resolution procedures referenced below), which amount includes
      $10,528,171 not previously invoiced for the agreed progress of the Work
      completed as of the Date of Suspension, $3,824,929 previously invoiced as
      due and owing for Work performed in October 2008 for which payment was
      deferred, and $2,255,920 for sales and use tax.  Such amount is
      due and owing to Kiewit as of December 24, 2008, and may be subject to
      adjustment which may be mutually agreed upon by Kiewit and Owner or
      determined pursuant to the Dispute Resolution procedures set forth in
      Article 18 of the Contract.  Such amount shall be paid by Owner
      to Kiewit in accordance with the payment schedule set forth in Section 12
      below.  Nothing contained in the Change Order shall be deemed to
      constitute the creation of indebtedness of Owner under any of its loan
      documents and the amount owing hereunder arose in the ordinary course of
      business of Owner.

            


    

     

    
      	
               
      

            	
              4.

            	
              In
      addition to the amounts Owner owes Kiewit in Section 3, the parties agree
      that Owner shall pay Kiewit the following:  (i) Kiewit’s costs,
      with no profit or mark-up to be paid by Owner, associated with the
      directed suspension of the work in the lump sum amount of $2,936,600, and
      (ii) $2,000,000 as an allowance for the amounts invoiced by Kiewit’s
      subcontractors and material subcontractors (collectively the
      “Subcontractors”) for such Subcontractors’ suspension costs, plus a
      mark-up of twenty percent (20%) of such invoiced costs (“Subcontractors’
      Suspension Costs”), which amounts, to the extent not disputed by Owner,
      shall be paid by Owner to Kiewit in accordance with the payment schedule
      set forth in Section 12 below.  Such amount includes payment for
      the 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
               

            	
              Suspension
      Services defined below.  Kiewit will work with Owner, and shall
      allow Owner to work with Kiewit’s Subcontractors (to the extent allowed
      under the terms of such subcontracts), in an effort to reduce the
      Subcontractors’ Suspension Costs.  Disputes regarding the
      validity or amount of the Subcontractors’ Suspension Costs claims and
      Kiewit invoice(s) based thereon will be resolved pursuant to Article 18 of
      the Contract.

            


    

     

    
      	
               
      

            	
              5.

            	
              If
      the total Subcontractors’ Suspension Costs exceed the allowance provided
      for in Section 4 above, the additional amount of Subcontractors’
      Suspension Costs in excess of the allowance shall be added to the amount
      owed by Owner to Kiewit pursuant to this Change Order and shall be paid as
      an additional payment on July 31, 2009 in accordance with the provisions
      of Section 12 below.  If the total Subcontractors’ Suspension
      Costs do not exceed the allowance provided for in Section 4 above, Kiewit
      will credit the difference between the allowance and the actual
      Subcontractors’ Suspension Costs to the last amounts payable to Kiewit in
      accordance with Section 12 of this Change
Order.

            


    

     

    
      	
               
      

            	
              6.

            	
              Owner
      and Kiewit agree that the Work may be suspended for up to 180 days from
      the Date of Suspension (the “Suspension Period”).  If Owner is
      not in default of the payment obligations specified in this Change Order,
      Owner may terminate the Suspension Period and direct Kiewit to resume
      construction of the Work following the delivery to Kiewit of (i) 10 days
      advance written notice to resume the Work and (ii) reasonable evidence
      reasonably satisfactory to Kiewit that Owner can satisfy the remaining
      financial obligations of this Change Order and the Contract and (iii)
      payment in full of all remaining amounts payable under this Change Order
      (without consideration of the schedule in Section 12 below); provided,
      however, that nothing in this Change Order shall be construed to limit or
      restrict Kiewit’s entitlement to an equitable adjustment to the Contract
      Sum arising from the suspension (including costs associated with
      re-mobilization and rescheduling of the Work) and the Schedule in
      connection with such suspension in accordance with Article 6 of the
      Contract.

            


    

     

    
      	
               
      

            	
              7.

            	
              If
      the Suspension Period expires without the Owner’s termination of the
      Suspension Period in accordance with the terms of the Contract and this
      Change Order, the Contract shall be deemed to have been terminated for the
      Owner’s convenience under Section 9.4 of the Contract, and Owner shall pay
      Kiewit any amounts due Kiewit under Section 9.4 of the Contract and all
      remaining payments due under this Change Order (without consideration of
      the schedule in Section 12 below);  provided there shall be no
      duplication of payments under Section 9.4 of the Contract and this Change
      Order.  Notwithstanding the provision contained in the first
      sentence of Section 9.4, Owner may enter into a contract with another
      entity to complete construction of the Plant, if Owner has made all
      payments due Kiewit under Section 9.4 of the Contract and all remaining
      payments due under this Change Order; provided there shall be no
      duplication of payments under Section 9.4 of the Contract and this Change
      Order.

            


    

     

    
      	
               
      

            	
              8.

            	
              During
      the Suspension Period, all Contract milestone dates and Schedule deadlines
      are tolled and, in the event of re-mobilization, shall be reestablished by
      change order pursuant to Article 6 of the Contract; provided, however,
      that in the event of such remobilization, Kiewit shall be excused from the
      notice requirements contained in Sections 6.2 and 6.3 of the
      Contract.  The amounts set out in Sections 3, 4 and 5 above
      

            


    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
               

            	
              and
      the rental payments or demobilization costs for the Cranes as set forth in
      Section 15 below shall be the only amounts due to Kiewit for costs
      associated with the Suspension Period; provided that nothing in this
      sentence shall preclude Kiewit from entitlement to a change order as set
      forth in Section 6 above in the event the Suspension Period is
      terminated.

            


    

     

    
      	
               
      

            	
              9.

            	
              For
      so long as Owner complies with the payment provisions of this Change
      Order, Kiewit will provide qualified personnel on the Plant Site to
      perform necessary maintenance of equipment in accordance with equipment
      manufacturer’s operation and maintenance manuals (collectively the
      “Suspension Services”) during the Suspension Period.  Other than
      the Suspension Services, Kiewit has no obligation during the Suspension
      Period to continue performance of the Work at the Plant
      Site.  During the Suspension Period, Kiewit shall have no
      obligation to comply with the requirements of 10.2 (Security), 11.1
      (Kiewit Representatives), 11.3 (Project Reviews and Approvals) and 20.11
      (Time is of the Essence) and, except to the extent that Kiewit has
      previously received payment or receives funds from the Owner in accordance
      with the payment schedule set out in Section 12, Kiewit shall be excused
      from any requirement under the Contract to keep the project lien free with
      respect to those liens filed by Subcontractors which represent amounts
      unpaid under such subcontract, or to indemnify and/or reimburse the Owner
      with respect to such liens.  During the performance of the
      Suspension Services, Owner shall have access to the Plant Site, but in no
      event shall Owner be entitled to modify the Work completed to the Date of
      Suspension nor shall Owner be entitled to operate any equipment existing
      on the Plant Site without Kiewit’s prior written
  consent.

            


    

     

    
      
        	
                
                

              	
                10.

              	
                Kiewit
      has provided an irrevocable letter of credit in lieu of retainage per
      Section 8.3 of the Contract.  Within three (3) business days
      after full execution of this Change Order, Owner shall return such letter
      of credit to the issuing bank, and instruct the issuing bank that Owner is
      returning the letter of credit for
cancellation.

              


      

    

     

    
      
        	
                
                

              	
                11.

              	
                The
      Owner hereby waives the requirements in the Contract for retainage or a
      letter of credit in lieu of retainage.  Notwithstanding any
      provision in the Contract to the contrary, retainage shall not be withheld
      from any amounts described in this Change Order or any amounts due under
      the Contract thereafter.

              


      

    

     

    
      
        	
                
                

              	
                12.

              	
                In
      consideration of the agreements and forbearances contained in this Change
      Order, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, and notwithstanding that all
      amounts described in this Change Order in Section 3 4 and 5 above are
      presently due and owing to Kiewit (subject to dispute resolution under the
      Contract), Kiewit agrees to forebear from exercising its remedies under
      the Contract for non-payment, other than its rights to file mechanic’s and
      materialman’s liens against the Project, for so long as Owner makes the
      following payments in strict accordance with the deadlines below by wire
      transfer of immediately available funds to a bank to be selected by
      Kiewit, as follows:

              


      

    

     

    
      	
               
      

            	
              a.

            	
              Three
      Million Five Hundred Thousand Dollars ($3,500,000) on or before December
      31, 2008;

            


    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              b.

            	
              One
      Million Nine Hundred Twenty Thousand Dollars ($1,920,000) on or before
      January 31, 2009;

            


    

     

    
      	
               
      

            	
              c.

            	
              Three
      Million Two Hundred Thousand Dollars ($3,200,000) on or before February
      27, 2009;

            


    

     

    
      	
               
      

            	
              d.

            	
              Three
      Million Two Hundred Thousand Dollars ($3,200,000) on or before March 31,
      2009;

            


    

     

    
      	
               
      

            	
              e.

            	
              Three
      Million Two Hundred Thousand Dollars ($3,200,000) on or before April 30,
      2009;

            


    

     

    
      	
               
      

            	
              f.

            	
              Three
      Million Two Hundred Thousand Dollars ($3,200,000) on or before May 29,
      2009; and

            


    

     

    
      	
               
      

            	
              g.

            	
              Remaining
      balance on June 30, 2009.

            


    

     

    Such
payments shall be first credited against the amounts due and owing for Kiewit’s
suspension costs and the Subcontractors’ Suspension Costs, and thereafter to
amounts due to Subcontractors under the terms of such subcontract, and
thereafter to the amounts described in Sections 3 and 5 of this Change
Order.  In addition to the provisions of Section 9.3 of the Contract,
in the event Owner fails to make a payment described in this Section 12 when
due, Kiewit may terminate the Contract three (3) business days after providing
written notice of such failure to Owner, unless cured within that
period.  Such termination shall be considered a termination for
Owner’s convenience under Section 9.4 of the Contract, Kiewit shall have no
obligation to exercise forbearance under this Change Order, and all remaining
amounts due under Section 9.4 of the Contract and under this Change Order shall
be immediately due and payable to Kiewit (without consideration of the schedule
in Section 12 below);  provided there shall be no duplication of
payments under Section 9.4 of the Contract and this Change
Order.  Notwithstanding the provision contained in the first sentence
of Section 9.4, Owner may enter into a contract with another entity to complete
construction of the Plant, if Owner has made all payments due Kiewit under
Section 9.4 of the Contract and all remaining payments due under this Change
Order (without consideration of the schedule in Section 12 below); provided
there shall be no duplication of payments under Section 9.4 of the Contract and
this Change Order.  Time is of the essence of this Change
Order.

     

    
      
        	
                
                

              	
                13.

              	
                Nothing
      in this Change Order shall preclude Kiewit from filing a mechanic’s and
      materialman’s lien against the Plant Site for the amounts unpaid, whether
      or not due under the Contract as modified by this Change Order. In the
      event any payment under the Contract or this Change Order is determined to
      be a preferential transfer and is required to be disgorged by Kiewit, the
      parties agree that any waiver of mechanic’s lien rights provided by Kiewit
      shall be rescinded, invalid, and of no further force and
      effect.

              


      

    

     

    
      
        	
                
                

              	
                14.

              	
                (a)        
      In
      the event Owner terminates the Suspension Period as provided above, Owner
      and Kiewit will negotiate a change order pursuant to Article 6 of the
      Contract; provided, however, that Kiewit shall have no obligation to so
      remobilize or recommence the Work unless and until Owner has paid in full
      all amounts due to Kiewit under this Change


              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	Order
      (without consideration of the schedule in Section 12
      below).   In such event, Kiewit will provide to Owner both
      a cost plus and a fixed price option at a negotiated profit margin for the
      remaining work to be performed in sufficient detail to allow a meaningful
      analysis of the options.


      

    

     

    (b)           Following
any resumption of and completion of the Work, and subject to the other
provisions of the Contract, Kiewit warrants to Owner pursuant to Section 12.1 of
the Contract that the Plant will be free from defects in design, material and
workmanship (other than design, material and workmanship provided by
Subcontractors) until twelve (12) months from Substantial Completion, as such
date may be extended as the result of the suspension and that the Plant will be
free from defects in design, material and workmanship provided by the
Subcontractors until twelve (12) months from the originally scheduled
Substantial Completion Date of March 27, 2009.  Kiewit shall have no
responsibility to correct or address defects in design, materials or workmanship
provided by Subcontractors which are discovered after March 27, 2010, unless
such Subcontractor warranties already extend past such date or are extended at
Owner’s expense as provided in 14(c) below.

     

    (c)           Following
any resumption of the Work and before March 27, 2010, Kiewit will provide Owner
with the costs associated with extending Subcontractor warranties beyond March
27, 2010, to the extent such information is available.  If Owner
elects to extend any Subcontractors’ warranties beyond the existing warranty
periods, Kiewit shall cooperate with Owner in obtaining any such extensions and
Owner shall pay the costs associated with obtaining any such
extension(s).

     

    
      
        	
                
                

              	
                15.

              	
                Owner
      will retain the Tower Crane and Crawler Crane (the “Cranes”) on site and
      pay rental at a total amount of $260,000 for the 180 day Suspension Period
      (for both Cranes, which total amount is included in the calculation of
      Kiewit’s suspension costs in Section 4 of this Change
      Order.  After the initial 26 weeks the rental for the Cranes
      shall be as negotiated between Owner and Kiewit.  Owner will
      have the option, upon written notice to Kiewit, to pay an agreed
      demobilization fee in lieu of continuing to pay rent of $5,000 per Crane
      per week for said Cranes, in which event the amount of rent paid by Owner
      through the date of demobilization shall be credited against the
      demobilization fee.  However, in the event of demobilization of
      the Cranes, Owner will continue to pay the rental costs set out in this
      Section 15 for a period not to exceed six (6) weeks, or until Kiewit has
      otherwise rented the Cranes, if
earlier.

              


      

    

     

    
      
        	
                
                

              	
                16.

              	
                Notwithstanding
      its obligation to provide and maintain Builder’s Risk insurance under
      Section 14.3(c) of the Contract, effective November 14, 2008, the
      Builder’s Risk insurance policy in effect for the Plant Site was canceled
      and Owner has included the Plant Site and the Work situated thereupon in
      its permanent property insurance program.  Provided that Kiewit
      and its Subcontractors are named as additional insured under Owner’s
      permanent property insurance program with waiver of subrogation in their
      favor, and provided that such permanent property insurance program is
      reasonably acceptable to Kiewit and is maintained during the Suspension
      Period, Owner shall be deemed to be in compliance with its obligations
      under Section 14.3(c) during the Suspension Period.  Prior to
      and as an additional condition to any Kiewit remobilization
    

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	to
      the Plant Site and recommencement of Work at the Plant Site following the
      Suspension Period, Owner shall provide and maintain the Builder’s Risk
      policy as required by Section
14.3(c).


      

    

     

    
      
        	
                
                

              	
                17.

              	
                Notwithstanding
      any contrary provision in the Contract, care, custody and control of, and
      risk of loss to the Work located at the Plant Site, or any part thereof,
      including the Equipment shall be with Owner as of and during the
      Suspension Period, and Owner shall be responsible for and shall pay any
      and all related insurance deductibles with respect to
      same.  Notwithstanding the foregoing sentence, Kiewit will be
      held responsible for any damage (i) to such Work, whether completed or
      ongoing, occurring during the provision of the Suspension Services or (ii)
      to the Owner’s existing structures, materials, or equipment adjacent to or
      on the Plant Site, in the case of (i) and (ii) to the extent arising from
      any gross negligence or willful misconduct of Kiewit, Kiewit’s agents or
      employees, Subcontractors or Subcontractors’ agents or
      employees.  Kiewit shall perform the repair or replacement of
      any such damaged Work, structures, materials, or equipment at Owner’s
      direction, and subject to the preceding sentence, at Owner’s sole cost and
      expense and upon advance payment for Kiewit’s services.  Owner
      shall release and hold Kiewit harmless from liability to Owner for any
      loss or damage to such Work not caused by the gross negligence or willful
      misconduct of Kiewit, Kiewit’s agents or employees, Subcontractors or
      Subcontractors’ agents or employees.  Owner will cause its
      insurers to issue a waiver of subrogation in favor of Kiewit and its
      Subcontractors of any tier consistent with the rights and obligations of
      this Article.

              


      

    

     

    
      
        	
                
                

              	
                18.

              	
                The
      parties agree that the Amendment to the Contract dated October 1, 2008
      between Kiewit and Owner shall be terminated and of no further force and
      effect.

              


      

    

     

    
      
        	
                
                

              	
                19.

              	
                Effective
      December 31, 2008, Owner will assume all responsibility and cost
      associated with the requirements of the Aurora West Subdivision Stormwater
      Pollution and Prevention Plan (SWPPP) developed by both Olsson Associates
      and Bibb and Associates, including but not limited to mandatory
      inspections and maintenance.  All available inspection and
      corrective action reports developed by Kiewit dated November 2007 through
      December 2008 shall be provided to Owner per the requirements of the
      Aurora West Subdivision SWPPP.  Upon the effective date of the
      notice to proceed with remobilization of the Work, Kiewit will resume
      responsibility for the requirements of the Aurora
  SWPPP.

              


      

    

     

    
      
        	
                
                

              	
                20.

              	
                Within
      ten (10) days of the Effective Date, Owner shall cause its parent
      guarantor, Aventine Renewable Energy Holdings, Inc., to provide a written
      consent to this Change Order, and Kiewit shall cause its parent guarantor,
      Kiewit Energy Group Inc. (formerly known as Kiewit Energy Ltd.) to provide
      a written consent to this Change
Order.

              


      

    

     

    
      	
              
              

            	
              
                21.

              

            	
              
                This
      Change Order may be executed by Kiewit and Owner in any number of
      counterparts, each of which shall be deemed an original instrument, but
      all of which together shall constitute one and the same
      instrument.  Execution can be evidenced by fax signatures with
      original signature pages to follow in due
  course.

              

            


    

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Parties have caused this Amendment to be executed effective
as of December 31, 2008.

     

    
      	
              AVENTINE
      RENEWABLE ENERGY -

            	 
      	
              KIEWIT
      ENERGY COMPANY

            	 
      
	
              AURORA
      WEST, LLC

            	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      Jeffrey A. Moery

            	 
      	
              By:

            	
              /s/
      Brad Kaufman

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Name:

            	
              Jeffrey
      A. Moery

            	 
      	
              Name:

            	
              Brad
      Kaufman

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Title:

            	
              V.P.
      Tech. Services

            	 
      	
              Title:

            	
              President

            	 
      


    

    
 

     

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