Second Supplemental Indenture
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EX-4.5 2 c09467exv4w5.htm SECOND SUPPLEMENTAL INDENTURE exv4w5
Exhibit 4.5
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture), dated as of August 21, 2006.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).
WHEREAS VeraSun Energy Corporation, as issuer (the Issuer), VeraSun Aurora Corporation, a South Dakota corporation, VeraSun Fort Dodge, LLC, a Delaware limited liability company, VeraSun Charles City, LLC, a Delaware limited liability company, VeraSun Marketing, LLC, a Delaware limited liability company, and VeraSun Welcome, LLC, a Delaware limited liability company, as Subsidiary Guarantors, and Wells Fargo Bank, N.A., as trustee, are parties to an Indenture (as it may be amended or supplemented from time to time, the Indenture), dated as of December 21, 2005, relating to the Companys 9?% Senior Secured Notes due 2012 (the Notes);
WHEREAS Section 9.1(5) of the Indenture allows the Issuer to add a Subsidiary Guarantor without notice or consent of any Holder.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged, the parties hereto agree as follows:
1.1 New Subsidiary Guarantor. By executing this Second Supplemental Indenture and the Note Guarantee referred to in Section 1.2 hereof, VeraSun Hartley, LLC, a Delaware limited liability company (VeraSun Hartley), hereby agrees to guarantee the Issuers obligations under the Notes on the terms and subject to the conditions set forth in Article XII of the Indenture and the Note Guarantee.
1.2 Note Guarantee. VeraSun Hartley has duly executed and hereby delivers to the Trustee a Note Guarantee with respect to its obligations as a Subsidiary Guarantor under the Indenture. From and after the date hereof, VeraSun Hartley shall be a Subsidiary Guarantor for all purposes under the Indenture and the Notes.
IN WITNESS WHEREOF, the undersigned have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
VERASUN ENERGY CORPORATION, | ||||||
as Issuer | ||||||
By: | /s/ Donald L. Endres | |||||
Name: Donald L. Endres | ||||||
Title: Chief Executive Officer |
By: | /s/ Bruce A. Jamerson | |||||
Name: Bruce A. Jamerson | ||||||
Title: President | ||||||
VERASUN AURORA CORPORATION, | ||||||
as Guarantor | ||||||
By: | /s/ Donald L. Endres | |||||
Name: Donald L. Endres | ||||||
Title: Chief Executive Officer | ||||||
By: | /s/ Bruce A. Jamerson | |||||
Name: Bruce A. Jamerson | ||||||
Title: President | ||||||
VERASUN FORT DODGE, LLC, | ||||||
as Guarantor | ||||||
By: | /s/ Donald L. Endres | |||||
Name: Donald L. Endres | ||||||
Title: Chief Executive Officer | ||||||
By: | /s/ Bruce A. Jamerson | |||||
Name: Bruce A. Jamerson | ||||||
Title: President | ||||||
VERASUN CHARLES CITY, LLC, | ||||||
as Guarantor | ||||||
By: | /s/ Donald L. Endres | |||||
Name: Donald L. Endres | ||||||
Title: Chief Executive Officer |
By: | /s/ Bruce A. Jamerson | |||||
Name: Bruce A. Jamerson | ||||||
Title: President | ||||||
VERASUN MARKETING, LLC, | ||||||
as Guarantor | ||||||
By: | /s/ Donald L. Endres | |||||
Name: Donald L. Endres | ||||||
Title: Chief Executive Officer | ||||||
By: | /s/ Bruce A. Jamerson | |||||
Name: Bruce A. Jamerson | ||||||
Title: President | ||||||
VERASUN WELCOME, LLC, | ||||||
as Guarantor | ||||||
By: | /s/ Donald L. Endres | |||||
Name: Donald L. Endres | ||||||
Title: Chief Executive Officer | ||||||
By: | /s/ Bruce A. Jamerson | |||||
Name: Bruce A. Jamerson | ||||||
Title: President | ||||||
VERASUN HARTLEY, LLC, | ||||||
as Guarantor | ||||||
By: | /s/ Donald L. Endres | |||||
Name: Donald L. Endres | ||||||
Title: Chief Executive Officer |
By: | /s/ Bruce A. Jamerson | |||||
Name: Bruce A. Jamerson | ||||||
Title: President | ||||||
WELLS FARGO BANK, N.A., | ||||||
as Trustee | ||||||
By: | /s/ Timothy P. Mowdy | |||||
Name: Timothy P. Mowdy | ||||||
Title: Vice President |