EXHIBIT 1.1 _______________ SHARES VERASUN ENERGY CORPORATION COMMON STOCK, $0.01 PAR VALUE PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2006 • Verasun Energy Corp • Industrial organic chemicals • New York
EXHIBIT 4.4 VERASUN ENERGY CORPORATION (ORGANIZATION ID # DB050019) SHAREHOLDER AGREEMENT THIS SHAREHOLDER AGREEMENT (this "AGREEMENT") is made as of November 30, 2005, by and among VeraSun Energy Corporation, a South Dakota corporation (the...Shareholder Agreement • March 30th, 2006 • Verasun Energy Corp • South Dakota
BY AND AMONGRegistration Rights Agreement • March 30th, 2006 • Verasun Energy Corp • New York
as Issuer,Indenture • March 30th, 2006 • Verasun Energy Corp • New York
EXHIBIT A TO STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • June 20th, 2006 • Verasun Energy Corp • Industrial organic chemicals • South Dakota
ARTICLE IRevolving Credit Agreement • March 30th, 2006 • Verasun Energy Corp • Nebraska
EXHIBIT 4.6 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of May 4, 2006. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined...First Supplemental Indenture • May 23rd, 2006 • Verasun Energy Corp • Industrial organic chemicals
EXHIBIT 10.1 VERASUN ENERGY CORPORATION RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement ("Agreement"), dated as of _____________, is between VeraSun Energy Corporation, a South Dakota corporation (the "Company"), and _____________...Restricted Stock Agreement • June 20th, 2006 • Verasun Energy Corp • Industrial organic chemicals • South Dakota
EXHIBIT A TO STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 20th, 2006 • Verasun Energy Corp • Industrial organic chemicals • South Dakota
CREDIT AGREEMENT dated as of May 30, 2008, among VERASUN ENERGY CORPORATION, VERASUN FORT DODGE, LLC VERASUN HARTLEY, LLC VERASUN WELCOME, LLC VERASUN CHARLES CITY, LLC VERASUN AURORA CORPORATION VERASUN MARKETING, LLC as Borrowers, THE LENDERS PARTY...Credit Agreement • June 4th, 2008 • Verasun Energy Corp • Industrial organic chemicals • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of May 30, 2008, among VERASUN ENERGY CORPORATION, a South Dakota corporation, as Borrower Representative (“Borrower Representative”), VERASUN FORT DODGE, LLC a Delaware limited liability company (“VeraSun Fort Dodge”), VERASUN HARTLEY, LLC a Delaware limited liability company (“VeraSun Hartley”), VERASUN WELCOME, LLC a Delaware limited liability company (“VeraSun Welcome”), VERASUN CHARLES CITY, LLC a Delaware limited liability company (“VeraSun Charles City”), VERASUN AURORA CORPORATION a South Dakota corporation (“VeraSun Aurora”), VERASUN MARKETING, LLC a Delaware limited liability company (“VeraSun Marketing” and together with Borrower Representative, VeraSun Fort Dodge, VeraSun Hartley, VeraSun Welcome, VeraSun Charles City and VeraSun Aurora, “Borrowers” and each, individually, a “Borrower”), the Lenders (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), UBS SECURI
RECITALSStock Transfer Restriction Agreement • June 20th, 2006 • Verasun Energy Corp • Industrial organic chemicals • South Dakota
EXHIBIT 4.5 WARRANT AGREEMENT WARRANT AGREEMENT dated as of October 14, 2005, between (1) VERASUN ENERGY CORPORATION, a corporation duly organized and validly existing under the laws of the State of South Dakota, with an organizational identification...Warrant Agreement • March 30th, 2006 • Verasun Energy Corp • New York
SENIOR SECURED SUPERPRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT BY AND BETWEEN VERASUN JANESVILLE, LLC, AS DEBTOR IN POSSESSION IN BANKRUPTCY CASE NO. 08-12622 (BLS) UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE and AGSTAR FINANCIAL...Credit Agreement • January 22nd, 2009 • Verasun Energy Corp • Industrial organic chemicals • Minnesota
THIS SENIOR SECURED SUPERPRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT is entered into as of January 14, 2009, by and between VERASUN JANESVILLE, LLC, a Minnesota limited liability company (“Borrower”), the debtor and debtor in possession in the Borrower’s Chapter 11 Case (as defined herein), and AGSTAR FINANCIAL SERVICES, PCA (“Postpetition Lender”).
DEBTOR IN POSSESSION FINANCING TERM SHEET FOR VERASUN WOODBURY, LLC, AS DEBTOR IN POSSESSION IN BANKRUPTCY CASE NO. 08-12629 (BLS) UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE November 3, 2008Debtor in Possession Financing Term Sheet • November 19th, 2008 • Verasun Energy Corp • Industrial organic chemicals
Master Loan Agreement dated as of November 15, 2005, by and between AgStar Financial Services, PCA and Verasun Woodbury, LLC, a Michigan limited liability company, as amended by that certain Amendment No.1 and Waiver to Master Loan Agreement dated as of July 31, 2006, as amended by that certain Amendment No. 2 to Master Loan Agreement dated October 19, 2007, as further amended by that certain Amendment No. 3 to Master Loan Agreement dated July 31, 2008, as further amended by that certain Amendment No. 4 to Master Loan Agreement dated October 29, 2008 (as amended, collectively the “MLA”); that certain Second Supplement to the Master Loan Agreement (Revolving Loan) dated as of November 15, 2005, as amended and restated by that certain Amended and Restated Second Supplement to the Master Loan Agreement dated November 1, 2006, as amended by that certain Amendment No. 1 to Amended and Restated Second Supplement dated October 19, 2007, as amended by that certain Amendment No. 2 to Amended an
AMENDED AND RESTATED DEBTOR IN POSSESSION FINANCING TERM SHEET FOR VERASUN WOODBURY, LLC, AS DEBTOR IN POSSESSION IN BANKRUPTCY CASE NO. 08-12629 (BLS) UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE Effective as of December 3, 2008Debtor in Possession Financing Term Sheet • December 10th, 2008 • Verasun Energy Corp • Industrial organic chemicals
Master Loan Agreement dated as of November 15, 2005, by and between AgStar Financial Services, PCA and Verasun Woodbury, LLC, a Michigan limited liability company, as amended by that certain Amendment No.1 and Waiver to Master Loan Agreement dated as of July 31, 2006, as amended by that certain Amendment No. 2 to Master Loan Agreement dated October 19, 2007, as further amended by that certain Amendment No. 3 to Master Loan Agreement dated July 31, 2008, as further amended by that certain Amendment No. 4 to Master Loan Agreement dated October 29, 2008 (as amended, collectively the “MLA”); that certain Second Supplement to the Master Loan Agreement (Revolving Loan) dated as of November 15, 2005, as amended and restated by that certain Amended and Restated Second Supplement to the Master Loan Agreement dated November 1, 2006, as amended by that certain Amendment No. 1 to Amended and Restated Second Supplement dated October 19, 2007, as amended by that certain Amendment No. 2 to Amended an
DEBTOR IN POSSESSION FINANCING TERM SHEET FOR VERASUN DYERSVILLE, LLC, AS DEBTOR IN POSSESSION IN BANKRUPTCY CASE NO. 08-12617 (BLS) UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE November 3, 2008Debtor in Possession Financing Term Sheet • November 7th, 2008 • Verasun Energy Corp • Industrial organic chemicals
Credit Agreement dated as of February 7, 2007, by and among VeraSun Dyersville, a Delaware limited liability company, AgStar Financial Services, PCA, the commercial, banking or financial institutions whose signatures appear on the signature pages thereof (AgStar and such commercial, banking or financial institutions are sometimes hereinafter collectively the “Banks” and individually a “Bank”), and AgStar Financial Services, PCA for itself and the other Banks; as the same has been amended by that certain Amendment No. 1 to Credit Agreement dated October 19, 2007, and that certain Amendment No. 2 to Credit Agreement dated November 1, 2007, and that certain Amendment No. 3 to Credit Agreement dated July 31, 2007, and that certain Amendment No. 4 to Credit Agreement dated as of October 23, 2008 (as amended the “Prepetition Credit Agreement”).
ContractShareholders Agreement • December 5th, 2007 • Verasun Energy Corp • Industrial organic chemicals • New York
SHAREHOLDERS AGREEMENT dated as of November 29, 2007 (this “Agreement”), among US BioEnergy Corporation, a South Dakota corporation (“US BioEnergy”), and Donald L. Endres (the “Shareholder”).
DEBTOR IN POSSESSION FINANCING TERM SHEET FOR VERASUN ALBERT CITY, LLC, AS DEBTOR IN POSSESSION IN BANKRUPTCY CASE NO. 08-12613 (BLS) UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE November 3, 2008Debtor in Possession Financing Term Sheet • November 7th, 2008 • Verasun Energy Corp • Industrial organic chemicals
Master Loan Agreement dated as of November 15, 2005 by and among AgStar Finanical Services, PCA and Verasun Albert City, an Iowa limited liability company, as amended by that certain Amendment No.1 and Waiver to Master Loan Agreement dated as of July 31, 2006, as amended and restated by that certain Amended and Restated Master Loan Agreement dated as of February 26, 2007, as amended by that certain Amendment No. 1 to Amended and Restated Master Loan Agreement dated October 19, 2007, as amended by that certain Amendment No. 2 to Amended and Restated Master Loan Agreement dated November 1, 2007, as further amended by that certain Amendment No. 3 to Amended and Restated Master Loan Agreement dated March 1, 2008, and as further amended by that certain Amendment No. 4 to Amended and Restated Master Loan Agreement dated July 31, 2008 (as amended, the “MLA”); Second Supplement to the Master Loan Agreement (Revolving Loan) dated as of November 15, 2005, as amended by that certain Amendment No.
AGREEMENT AND PLAN OF MERGER Dated as of November 29, 2007 By and Among VERASUN ENERGY CORPORATION, HOST ACQUISITION CORPORATION, And US BIOENERGY CORPORATIONMerger Agreement • December 5th, 2007 • Verasun Energy Corp • Industrial organic chemicals • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 29, 2007, among VERASUN ENERGY CORPORATION, a South Dakota corporation (“VeraSun”), HOST ACQUISITION CORPORATION, a South Dakota corporation and a direct, wholly owned subsidiary of VeraSun (“Sub”), and US BIOENERGY CORPORATION, a South Dakota corporation (“US BioEnergy”).
EXHIBIT 10.1 ETHANOL MARKETING AGREEMENT This Ethanol Marketing Agreement ("Agreement") is made and entered into as of the 14th day of October 2002 by and between VeraSun Energy Corporation, a South Dakota corporation ("VERASUN") and Williams Ethanol...Ethanol Marketing Agreement • May 8th, 2006 • Verasun Energy Corp • Industrial organic chemicals • Illinois
VERASUN ENERGY CORPORATION $450,000,000 9 3/8% Senior Notes due 2017 PURCHASE AGREEMENTPurchase Agreement • May 17th, 2007 • Verasun Energy Corp • Industrial organic chemicals • New York
LEHMAN BROTHERS INC. MORGAN STANLEY & CO. INCORPORATED UBS SECURITIES LLC c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
VERASUN ENERGY CORPORATION Incentive Stock Option AgreementIncentive Stock Option Agreement • September 20th, 2006 • Verasun Energy Corp • Industrial organic chemicals • South Dakota
This Agreement is between VeraSun Energy Corporation, a South Dakota corporation (the “Company”), and (the “Optionee”), pursuant to the Company’s Stock Incentive Plan (the “Plan”). The Company and the Optionee agree as follows:
THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO ASA HOLDINGS PLEDGE AGREEMENTCredit Agreement • November 14th, 2007 • Verasun Energy Corp • Industrial organic chemicals • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO ASA HOLDINGS PLEDGE AGREEMENT, dated as of , 2006 (this “Amendment”), is by and among ASA OPCO HOLDINGS, LLC, a Delaware limited liability company (“ASA Holdings”), ASA ALBION, LLC, a Delaware limited liability company (“Albion”), ASA BLOOMINGBURG, LLC, a Delaware limited liability company (“Bloomingburg”), and ASA LINDEN, LLC, a Delaware limited liability company (“Linden” and, together with ASA Holdings, Albion and Bloomingburg, the “Borrowers”), ASA Holdings, as Borrowers’ Agent, ASALLIANCES BIOFUELS, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“ASA Biofuels”), each of the Lenders party hereto, WESTLB AG, New York Branch, as Administrative Agent for the Lenders, FIRST NATIONAL BANK OF OMAHA, as Collateral Agent, and FIRST NATIONAL BANK OF OMAHA, as Accounts Bank.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 6th, 2006 • Verasun Energy Corp • Industrial organic chemicals
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).
AMENDMENT NUMBER TWO TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 7th, 2009 • Verasun Energy Corp • Industrial organic chemicals
This Amendment Number Two to Asset Purchase Agreement (this “Amendment”), dated as of March 31, 2009, by and among Valero Renewable Fuels Company, LLC, a Texas limited liability company (“Buyer”), Valero Energy Corporation, a Delaware corporation (“Parent”), VeraSun Energy Corporation, a South Dakota corporation (the “Company”), and each of the following entities (such entities, together with the Company, collectively, “Sellers”): VeraSun Aurora Corporation, a South Dakota corporation; VeraSun Charles City, LLC, a Delaware limited liability company; VeraSun Fort Dodge, LLC, a Delaware limited liability company; VeraSun Hartley, LLC, a Delaware limited liability company; VeraSun Marketing, LLC, a Delaware limited liability company; VeraSun Welcome, LLC, a Delaware limited liability company; and VeraSun Reynolds, LLC, a Delaware limited liability company. Buyer, Parent and Sellers are sometimes herein referred to as the “Parties”.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 14th, 2007 • Verasun Energy Corp • Industrial organic chemicals • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 23, 2006 (this “Amendment” ), is by and among ASA OPCO HOLDINGS, LLC, a Delaware limited liability company (“ASA Holdings” ), ASA ALBION, LLC, a Delaware limited liability company (“Albion”), ASA BLOOMINGBURG, LLC, a Delaware limited liability company (“Bloomingburg”), and ASA LINDEN, LLC, a Delaware limited liability company (“Linden” and, together with ASA Holdings, Albion and Bloomingburg, the “Borrowers”), ASA Holdings, as Borrowers’ Agent, each of the Lenders party hereto and WESTLB AG, New York Branch, as Administrative Agent for the Lenders.
OMNIBUS AGREEMENT (CONSENT, FOURTH AMENDMENT AND SECOND WAIVER)Omnibus Agreement • November 14th, 2007 • Verasun Energy Corp • Industrial organic chemicals • New York
This OMNIBUS AGREEMENT (CONSENT, FOURTH AMENDMENT AND SECOND WAIVER AGREEMENT), dated as of , 2006 (this “Omnibus Agreement”), is by and among ASA OPCO HOLDINGS, LLC, a Delaware limited liability company (“ASA Holdings”), ASA ALBION, LLC, a Delaware limited liability company (“Albion”), ASA BLOOMINGBURG, LLC, a Delaware limited liability company (“Bloomingburg”), and ASA LINDEN, LLC, a Delaware limited liability company (“Linden” and, together with ASA Holdings, Albion and Bloomingburg, the “Borrowers”), ASA Holdings, as Borrowers’ Agent, each of the Lenders party hereto, and WESTLB AG, New York Branch, as Administrative Agent for the Lenders (the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENT, dated as of August 17, 2007, among VERASUN ENERGY CORPORATION, a South Dakota corporation (the “Company”) and the holders of Registrable Securities (as defined below) party hereto (collectively, the “Holders”).Registration Rights Agreement • November 14th, 2007 • Verasun Energy Corp • Industrial organic chemicals • Delaware
WHEREAS, pursuant to the Unit Purchase Agreement (the “Purchase Agreement”) dated as of July 22, 2007, among ASA Opco Holdings, LLC, ASAlliance Biofuels, LLC (“Parent”), the securityholders of Parent named therein and the Company, the Holders have received shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”); and
VERASUN ENERGY CORPORATION Restricted Stock AgreementRestricted Stock Agreement • September 20th, 2006 • Verasun Energy Corp • Industrial organic chemicals • South Dakota
This Restricted Stock Agreement (“Agreement”), dated as of , is between VeraSun Energy Corporation, a South Dakota corporation (the “Company”), and (“Shareholder”) and is made pursuant to the Company’s Stock Incentive Plan.
SECOND OMNIBUS AGREEMENT (SECOND CONSENT, FIFTH AMENDMENT AND THIRD WAIVER)Omnibus Agreement • November 14th, 2007 • Verasun Energy Corp • Industrial organic chemicals • New York
This SECOND OMNIBUS AGREEMENT (SECOND CONSENT, FIFTH AMENDMENT AND THIRD WAIVER) dated as of , 2006 (this “Amendment”), is by and among ASA OPCO HOLDINGS, LLC, a Delaware limited liability company (“ASA Holdings”), ASA ALBION, LLC, a Delaware limited liability company (“Albion”), ASA BLOOMINGBURG, LLC, a Delaware limited liability company (“Bloomingburg”), and ASA LINDEN, LLC, a Delaware limited liability company (“Linden” and, together with ASA Holdings, Albion and Bloomingburg, the “Borrowers”), ASA Holdings, as Borrowers’ Agent, each of the Lenders party hereto, WESTLB AG, New York Branch, as Administrative Agent for the Lenders (the “Administrative Agent”), FIRST NATIONAL BANK OF OMAHA, as Collateral Agent for the Senior Secured Parties (the “Collateral Agent”) and FIRST NATIONAL BANK OF OMAHA as Accounts Bank (the “Accounts Bank”).
Chicago Dallas Detroit New York San FranciscoInterim Management and Restructuring Services • November 6th, 2008 • Verasun Energy Corp • Industrial organic chemicals • Michigan
This letter, together with the attached Schedule(s), Exhibit and General Terms and Conditions, sets forth the agreement (“Agreement”) between AP Services, LLC, a Michigan limited liability company (“APS”), and VeraSun Energy Corporation (“VeraSun” or the “Company”) for the engagement of APS to provide certain temporary employees to the Company to assist it in its restructuring as described below.
VERASUN ENERGY CORPORATION, as Issuer, Each of the Subsidiary Guarantors named herein, and WELLS FARGO BANK, N.A., as Trustee INDENTURE Dated as of May 16, 2007 9 3/8% Senior Notes due 2017Indenture • May 17th, 2007 • Verasun Energy Corp • Industrial organic chemicals • New York
INDENTURE dated as of May 16, 2007 among VERASUN ENERGY CORPORATION, a South Dakota corporation (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 HARTLEY, LLC, a Delaware limited liability company, VERASUN BIODIESEL, LLC, a Delaware limited liability company, VERASUN WELCOME, LLC, a Delaware limited liability company, VERASUN GRANITE CITY, LLC, a Delaware limited liability company and VERASUN REYNOLDS, LLC, a Delaware limited liability company, (each of the foregoing, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”), and WELLS FARGO BANK, N.A., as Trustee (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • May 17th, 2007 • Verasun Energy Corp • Industrial organic chemicals
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).
BETWEENSite Acquisition Agreement • May 26th, 2006 • Verasun Energy Corp • Industrial organic chemicals • Delaware
Amendment to Ethanol Marketing Agreement Effective Date: June 18, 2006Ethanol Marketing Agreement • August 7th, 2006 • Verasun Energy Corp • Industrial organic chemicals
VeraSun Fort Dodge, LLC (“VeraSun Fort Dodge”) and Aventine Renewable Energy (“AREI”) are parties to that certain Ethanol Marketing Agreement dated as of February, 22, 2005 (the “Agreement”). The parties have discussed certain amendments to the Agreement as set forth below.
