Waiver Letter, dated November 17, 2008



 Exhibit 10.8 
 November 17, 2008 
 VeraSun Energy Corporation 
 Each of the VSE Guarantors signatory hereto 
 100 22nd Avenue 
 Brookings, South Dakota 57006 
 Re:     VeraSun Energy Corporation — Waiver Letter 
 Ladies and Gentlemen: 
 This letter (this “Waiver Letter”) is delivered to you in
connection with that certain letter agreement re: VeraSun Energy Corporation – DIP Facility Commitment Letter, dated as of November 3, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the
“Commitment Letter”), among the undersigned VSE DIP Lenders (as defined therein), VeraSun Energy Corporation (the “VSE Borrower”) and the VSE Guarantors (as defined therein; and, together with the VSE Borrower, the
“VSE Obligors”). Capitalized terms used herein but not defined herein shall have the meanings provided therefor in the Commitment Letter. 
 Reference is made to that certain VeraSun Energy Corporation Priming Superpriority DIP Facility Definitive Summary of Terms and Conditions, dated as of November 3, 2008 (the “VSE DIP Term
Sheet”), which was attached as (a) Exhibit A to the Commitment Letter and (b) Exhibit A to that certain Interim Order (I) Authorizing Debtors to Obtain Post-Petition Senior Secured Super-Priority Financing
pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e), (II) Authorizing the Repayment of Certain Pre-Petition Secured Obligations, (III) Granting Adequate Protection to Pre-Petition First Lien
Secured Parties pursuant to §§ 361, 362, 363 and 364, (IV) Scheduling Final Hearing pursuant to Bankruptcy Rules 4001(b) and (c), and (V) Related Relief, entered by the United States Bankruptcy Court for the District of Delaware in
Case No. 08-12606 (BLS), in re: VeraSun Energy Corporation, et al, on November 3, 2008. 
 The VSE Obligors have
requested that the VSE DIP Lenders waive certain requirements set forth in the VSE DIP Term Sheet. In furtherance thereof, the VSE DIP Lenders hereby agree to waive (a) the requirement set forth in the “Documentation” section of the
VSE DIP Term Sheet that the VSE DIP Loan Documentation be executed and delivered by the parties thereto on or prior to November 17, 2008 (the “November 17 Delivery Requirement”) and (b) any default or requirement to repay
the VSE DIP Loans that has arisen or may arise as a result of the failure of the VSE Obligors to meet the November 17 Delivery Requirement; provided, that (x) the VSE DIP Lenders shall not have any commitment to make any additional
VSE DIP Loans prior to the date on which the VSE DIP Loan Documentation is executed and delivered by the parties thereto and (y) in the event that no such VSE DIP Loan Documentation is executed and delivered by the parties thereto on or prior
to November 21, 2008, the VSE Obligors shall be considered in default under the Commitment Letter and the VSE DIP Loans shall become immediately due and payable. 
 This Waiver Letter shall be governed by, and construed in accordance with, the laws of the State of New York. This Waiver Letter may be executed in any number of counterparts, each of which shall be an original, and
all of which, when taken together, shall constitute one agreement. This Waiver Letter shall become effective on the date that each of the VSE DIP Lenders has received this Waiver Letter executed and delivered by a duly authorized officer of each of
the VSE Obligors and each of the VSE DIP Lenders. Delivery of an executed signature page of this Waiver Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 
 By accepting this Waiver Letter, each VSE Obligor agrees to the foregoing provisions. 
 [SIGNATURE PAGES FOLLOW] 







 Please confirm that the foregoing is our mutual understanding by signing and returning to the VSE DIP
Lenders an executed counterpart of this letter. 
  

			
	Very truly yours,
	
	TRILOGY PORTFOLIO COMPANY, LLC
		
	By	 	 /s/ Paul S. Greenberg

	Name:	 	Paul S. Greenberg
	Title:	 	Principal
	
	 TRILOGY SPECIAL SITUATIONS MASTER FUND, LTD.

		
	By	 	 /s/ Paul S. Greenberg

	Name:	 	Paul S. Greenberg
	Title:	 	Principal
	
	MARINER LDC
		
	By:	 	 Mariner Investment Group, LLC
 as Investment
Manager

		
	By	 	 /s/ John C. Kelty

	Name:	 	John Kelty
	Title:	 	Authorized Signatory


 [Signature Page to Waiver Letter] 








			
	 AIG GLOBAL INVESTMENT CORP., on behalf of various of its investment advisory and sub-advisory clients

		
	 By
	 	 /s/ Tim Lindvall

	 Name:
	 	 Tim Lindvall

	 Title:
	 	 Vice President

	
	 AIG SUNAMERICA ASSET MANAGEMENT CORP.,
 as Investment Advisor

		
	 By
	 	 /s/ Tim Lindvall

	 Name:
	 	 Tim Lindvall

	 Title:
	 	 Vice President



 [Signature Page to Waiver Letter] 








			
	WAYZATA OPPORTUNITIES FUND II, L.P.
	 By: WOF II GP, L.P., its General Partner

	 By: WOF II GP LLC, its General Partner

		
	By	 	 /s/ Patrick J. Halloran

	Name:	 	Pat Halloran
	Title:	 	Authorized Signatory
	
	 WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P.

	 By: WOF Offshore II GP, LLC, its General Partner

	 By: Wayzata Investment Partners, LLC, its Manager

		
	By	 	 /s/ Patrick J. Halloran

	Name:	 	Pat Halloran
	Title:	 	Authorized Signatory


 [Signature Page to Waiver Letter] 







 ACCEPTED AND ACKNOWLEDGED 
 AS OF NOVEMBER 17, 2008 
 VERASUN ENERGY CORPORATION, as VSE Borrower 
  

			
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary
	
	VERASUN GRANITE CITY, LLC, as VSE Guarantor
		
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary
	
	VERASUN REYNOLDS, LLC, as VSE Guarantor
		
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary
	
	VERASUN BIODIESEL, LLC, as VSE Guarantor
		
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary
	
	VERASUN LITCHFIELD, LLC, as VSE Guarantor
		
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary
	
	VERASUN TILTON, as VSE Guarantor
		
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary

 [Signature Page to Waiver Letter] 







 VERASUN AURORA CORPORATION, as VSE Guarantor 
  

			
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary

 VERASUN CHARLES CITY, LLC, as VSE Guarantor 
  

			
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary
	
	VERASUN MARKETING, LLC, as VSE Guarantor
		
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary
	
	VERASUN WELCOME, LLC, as VSE Guarantor
		
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary
	
	VERASUN FORT DODGE, LLC, as VSE Guarantor
		
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary
	
	VERASUN HARTLEY, LLC, as VSE Guarantor
		
	By	 	 /s/    Mark D. Dickey

	Name:	 	Mark D. Dickey
	Title:	 	Senior Vice President, General Counsel and Corporate Secretary

 [Signature Page to Waiver Letter]