THIRD SUPPLEMENTAL INDENTURE
Exhibit 4.4
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 Xxxxxxx 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 Xxxxxxx, LLC, a Delaware limited liability company,
as Subsidiary Guarantors, and Xxxxx 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 Company’s
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 Xxxxxxxx, LLC, a Delaware
limited liability company (“VeraSun Xxxxxxxx”), hereby agrees to guarantee the Issuer’s
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 Xxxxxxxx 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 Xxxxxxxx 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 |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | President | |||
VERASUN AURORA CORPORATION, as Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | President | |||
VERASUN FORT DODGE, LLC, as Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | President |
VERASUN XXXXXXX CITY, LLC, as Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | President | |||
VERASUN MARKETING, LLC, as Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | President | |||
VERASUN WELCOME, LLC, as Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | President |
VERASUN XXXXXXX, LLC, as Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | President | |||
VERASUN GRANITE CITY, LLC, as Guarantor |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | President | |||
VERASUN XXXXXXXX, LLC, as Guarantor |
||||
By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Chief Executive Officer | |||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | President |
XXXXX FARGO BANK, N.A., as Trustee |
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By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Vice President | |||