Verasun Energy (VSE) 10-Q 2006 Q3 Quarterly report

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:

          1.1New 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.

          1.2Note 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