FIFTH SUPPLEMENTAL INDENTURE
Exhibit 4.7
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of December 31, 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, VeraSun Xxxxxxx, LLC, a Delaware limited liability company, VeraSun Granite City, LLC, a Delaware limited liability company, VeraSun Xxxxxxxx, LLC, a Delaware limited liability company, and VeraSun Biodiesel, 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, the Second Supplemental Indenture dated as of August 21, 2006, the Third Supplemental Indenture dated as of February 9, 2007, and the Fourth Supplemental Indenture dated as of May 16, 2007, and as may be further amended or supplemented from time to time, the “Indenture”), relating to the Company’s 9 7/8% 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 Guarantors. By executing this Fifth Supplemental Indenture and the Note Guarantees referred to in Section 1.2 hereof, VeraSun Litchfield, LLC, a Delaware limited liability company (“VeraSun Litchfield”), and VeraSun Xxxxxx, LLC, a Delaware limited liability company (“VeraSun Xxxxxx”), hereby agree 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. Each of VeraSun Litchfield and VeraSun Xxxxxx 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 Litchfield and VeraSun Xxxxxx shall be a Subsidiary Guarantor for all purposes under the Indenture and the Notes.
IN WITNESS WHEREOF, the undersigned have caused this Fifth Supplemental Indenture to be duly executed as of the date first written above.
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| VERASUN ENERGY CORPORATION, as Issuer | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
| VERASUN AURORA CORPORATION, as Guarantor | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
| VERASUN FORT DODGE, LLC, as Guarantor | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
| VERASUN XXXXXXX CITY, LLC, as Guarantor | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
| VERASUN MARKETING, LLC, as Guarantor | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
| VERASUN WELCOME, LLC, as Guarantor | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
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| VERASUN XXXXXXX, LLC, as Guarantor | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
| VERASUN GRANITE CITY, LLC, as Guarantor | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
| VERASUN XXXXXXXX, LLC, as Guarantor | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
| VERASUN BIODIESEL, LLC, as Guarantor | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
| VERASUN LITCHFIELD, LLC, as Guarantor | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
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| VERASUN XXXXXX, LLC, as Guarantor | ||
| By: | /s/ Xxxxx X Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | President | |
| XXXXX FARGO BANK, N.A., as Trustee | ||
| By: | /s/Xxxx X. Xxxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxxx | |
| Title: | Vice President | |
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