Third Supplemental Indenture
EX-4.4 2 c13155exv4w4.htm THIRD SUPPLEMENTAL INDENTURE exv4w4
Exhibit 4.4
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this Third Supplemental Indenture), dated as of February 9, 2007.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).
WHEREAS VeraSun Energy Corporation, a South Dakota 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, VeraSun Welcome, LLC, a Delaware limited liability company, and VeraSun Hartley, LLC, a Delaware limited liability company, as Subsidiary Guarantors, and Wells Fargo Bank, N.A., as trustee, are parties to an Indenture dated as of December 21, 2005 (as supplemented by the First Supplemental Indenture dated as of May 4, 2006, and the Second Supplemental Indenture dated as of August 21, 2006, and as may be further amended or supplemented from time to time, the Indenture), relating to the Companys 97/8% 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 Third Supplemental Indenture and the Note Guarantees referred to in Section 1.2 hereof, each of VeraSun Granite City, LLC, a Delaware limited liability company (VeraSun Granite City) and VeraSun Reynolds, LLC, a Delaware limited liability company (VeraSun Reynolds), 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 Guarantees.
1.2 Note Guarantee. VeraSun Granite City has duly executed and hereby delivers to the Trustee a Note Guarantee with respect to its obligations as a Subsidiary Guarantor under the Indenture. VeraSun Reynolds 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, each of VeraSun Granite City and VeraSun Reynolds shall be a Subsidiary Guarantor for all purposes under the Indenture and the Notes.
IN WITNESS WHEREOF, the undersigned have caused this Third 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 | |||
VERASUN GRANITE 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 REYNOLDS, 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 | |||