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.
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
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”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 14th, 2007 • Verasun Energy Corp • Industrial organic chemicals • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August 15, 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, and FIRST NATIONAL BANK OF OMAHA, as Collateral Agent.
THIRD OMNIBUS AGREEMENT (SIXTH AMENDMENT AND CONSENT)Third Omnibus Agreement • November 14th, 2007 • Verasun Energy Corp • Industrial organic chemicals • New York
This THIRD OMNIBUS AGREEMENT (SIXTH AMENDMENT AND CONSENT), dated as of , 2007 (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”).
