SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-50469
Date of Report: December 11, 2008
GREENSHIFT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
59-3764931
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
One Penn Plaza, Suite 1612, New York, NY 10019
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(Address of principal executive offices) (Zip Code)
(212) 994-5374
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(Registrant's telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
__ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
_ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
AMENDED CREDIT AGREEMENT
GreenShift and YA Global Investments, L.P. ("YA Global"), entered into an
Amended Credit Agreement on December 11, 2008, pursuant to which YA Global
consented to GreenShift's execution of a Membership Interest Purchase and Equity
Capital Contribution Agreement (the "ECCA Agreement") with CleanBioenergy, LLC
on December 11, 2008, and agreed to increase the availability under GreenShift's
January 2008 revolving credit facility from $10,000,000 to $13,750,000 to
facilitate GreenShift's ongoing performance under the ECCA Agreement and
construction of corn oil extraction facilities. The Amended Credit Agreement and
relevant transaction agreements require the cash reduction of debt due from
GreenShift to YA Global by about 13,500,000 by January 2010 and the cancelation
of a $2.0 million override fee previously payable by GreenShift to YA Global
pursuant to the original January 2008 Credit Agreement.
EXCHANGE AGREEMENT
GreenShift and YA Global also entered into an Exchange Agreement on December 11,
2008, pursuant to which GreenShift issued to YA Global a $1,950,000 10%
convertible debenture due December 31, 2011 (the "Exchange Debenture") in return
for YA Global's 10% equity interest and warrants to purchase additional equity
in GreenShift's GS AgriFuels subsidiary. Under the terms of the Exchange
Debenture, GreenShift shall pay $250,000 to YA Global on the first business day
of each month. If GreenShift fails to make this payment, YA Global shall be
entitled to convert $250,000 of accrued interest and principal into common stock
of GreenShift per month at a conversion price equal to the lesser of (a) $1.25
or (b) 90% of the volume weighted average price for the twenty trading days
preceding conversion. If a monthly payment is not made and YA Global does not
opt to convert, then the unpaid amount will be added to the amount due on the
first day of the following month.
Item 9.01 Financial Statements and Exhibits
Exhibits
10-a Amended Credit Agreement dated December 11, 2008 between GreenShift
Corporation and YA Global Investments, L.P.
10-b Exchange Debenture dated December 11, 2008 issued to YA Global Investments,
L.P.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 16, 2008 GREENSHIFT CORPORATION
By: /s/ Kevin Kreisler
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Kevin Kreisler
Chief Executive Officer