exv4w5



 





Exhibit 4.5




SECOND SUPPLEMENTAL INDENTURE




          SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of
August 21, 2006.




          Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Indenture (as defined below).




          WHEREAS VeraSun Energy 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, and VeraSun Welcome, LLC, a Delaware limited liability company,
as Subsidiary Guarantors, and Wells Fargo Bank, N.A., as trustee, are parties to an Indenture (as
it may be amended or supplemented from time to time, the “Indenture”), dated as of December
21, 2005, relating to the Company’s 9?% 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 Second Supplemental Indenture and
the Note Guarantee referred to in Section 1.2 hereof, VeraSun Hartley, LLC, a Delaware limited
liability company (“VeraSun Hartley”), 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 Guarantee.




          1.2 Note Guarantee. VeraSun Hartley 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, VeraSun Hartley shall be a Subsidiary Guarantor for all
purposes under the Indenture and the Notes.




          IN WITNESS WHEREOF, the undersigned have caused this Second 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	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy P. Mowdy	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Timothy P. Mowdy	 	 
	 	 	Title: Vice President