10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File No. 1-32913

VeraSun Energy Corporation

(Exact name of registrant as specified in its charter)

South Dakota	20-3430241
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
100 22nd Avenue Brookings, SD	57006
(Address of principal executive offices)	(Zip Code)

605-696-7200

(Registrant’s telephone number, including area code)

NONE

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨    No  x

The number of shares of Common Stock outstanding on November 5, 2007 was 92,889,902.

VERASUN ENERGY CORPORATION

SEPTEMBER 30, 2007

INDEX TO FORM 10-Q

	PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1 — Financial Statements
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	6
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3 — Quantitative and Qualitative Disclosures About Market Risk	32
Item 4 — Controls and Procedures	35
PART II. OTHER INFORMATION
Item 1A — Risk Factors	35
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 6 — Exhibits	46
SIGNATURES	49

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VERASUN ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

	September 30, 2007			December 31, 2006
	(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	320,220		$	318,049
Receivables		65,477			62,549
Inventories		71,522			39,049
Prepaid expenses		7,927			4,187
Derivative financial instruments		—			12,382
Total current assets		465,146			436,216
Restricted cash held in escrow		—			44,267
Debt issuance costs, net		22,765			5,685
Goodwill		198,585			6,129
Other long-term assets		6,976			480
		228,326			56,561
Property and equipment, net		1,083,034			301,720
	$	1,776,506		$	794,497
Liabilities and Shareholders’ Equity
Current Liabilities
Current maturities of long-term debt	$	235		$	—
Current portion of deferred revenues		95			96
Accounts payable		54,423			36,391
Accrued expenses		52,327			2,961
Derivative financial instruments		820			11,331
Deferred income taxes		1,803			1,370
Total current liabilities		109,703			52,149
Long-term debt, less current maturities		879,020			208,905
Deferred revenues, less current portion		1,543			1,613
Deferred income taxes		36,448			25,399
		917,011			235,917
Commitments and Contingencies
Shareholders’ Equity
Common stock, $0.01 par value; authorized 250,000,000 shares; 92,799,771 and 75,463,640 shares issued and outstanding as of September 30, 2007 and December 31, 2006, respectively		928			755
Additional paid-in capital		636,758			417,049
Retained earnings		112,206			89,589
Accumulated other comprehensive loss		(100	)		(962	)
		749,792			506,431
	$	1,776,506		$	794,497

See accompanying notes to condensed consolidated financial statements.

3

VERASUN ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Revenues:
Net sales	$	220,734		$	147,392		$	533,363		$	409,581
Other revenues, incentive income		1,134			857			2,571			3,076
Total revenues		221,868			148,249			535,934			412,657
Cost of goods sold		198,474			88,654			470,811			260,780
Gross profit		23,394			59,595			65,123			151,877
Startup expenses		1,675			235			3,257			541
Selling, general and administrative expenses		9,862			7,189			28,211			33,065
Operating income		11,857			52,171			33,655			118,271
Other income (expense):
Interest expense, including change in fair value of convertible put warrant in 2006		(12,016	)		(4,446	)		(19,947	)		(34,508	)
Interest income		5,523			4,981			14,430			8,951
Other income		4			2,670			36			2,691
		(6,489	)		3,205			(5,481	)		(22,866	)
Income before income taxes		5,368			55,376			28,174			95,405
Income tax provision (benefit)		(2,425	)		23,376			5,557			41,117
Net income	$	7,793		$	32,000		$	22,617		$	54,288
Per share data:
Income per common share—basic	$	0.09		$	0.43		$	0.29		$	0.81
Basic weighted average number of common shares		85,177,689			74,908,467			79,329,665			67,428,927
Income per common share—diluted	$	0.09		$	0.40		$	0.27		$	0.76
Diluted weighted average number of common and common equivalent shares		88,157,051			79,837,314			83,472,558			71,339,291

See accompanying notes to condensed consolidated financial statements.

4

VERASUN ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2007			2006
	(dollars in thousands)
Cash Flows from Operating Activities
Net income	$	22,617		$	54,288
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		11,120			7,165
Amortization of debt issuance costs and debt discount		1,357			980
Accretion of deferred revenue		(71	)		(71	)
Change in fair value of convertible put warrant		—			19,670
Change in derivative financial instruments		3,198			(3,046	)
Deferred income taxes		11,017			10,810
(Gain) loss on disposal of equipment		(82	)		30
Stock-based compensation expense		4,356			21,008
Excess tax benefits from share-based payment arrangements		(8,424	)		(17	)
Changes in current assets and liabilities, net of affects of business acquisition:
(Increase) decrease in:
Receivables		(2,928	)		2,076
Inventories		(29,193	)		3,052
Prepaid expenses		(3,335	)		2,124
Increase (decrease) in:
Accounts payable		39,476			(10,692	)
Accrued expenses		24,538			9,995
Net cash provided by operating activities		73,646			117,372
Cash Flows from Investing Activities
Investment in restricted cash		—			(1,631	)
Purchases of property and equipment		(303,241	)		(15,626	)
Payment for other long-term assets		(6,496	)		—
ASA Acquisition		(242,775	)		—
Proceeds from sale of equipment		6			838
Net cash used in investing activities		(552,506	)		(16,419	)
Cash Flows from Financing Activities
Proceeds from long-term debt		471,367			—
Proceeds from the issuance of 2,934,747 and 12,754,825 shares of common stock, respectively		12,784			233,135
Excess tax benefits from share-based payment arrangements		8,424			17
Costs of raising capital		(5	)		—
Debt issuance costs paid		(11,539	)		(1,173	)
Net cash provided by financing activities		481,031			231,979
Net increase in cash and cash equivalents		2,171			332,932
Cash and Cash Equivalents
Beginning		318,049			29,714
Ending	$	320,220		$	362,646

See accompanying notes to condensed consolidated financial statements.

5

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(dollars in thousands, except per share data)

Note 1. Unaudited Interim Condensed Consolidated Financial Statements

The accompanying condensed consolidated balance sheet as of December 31, 2006 has been derived from audited consolidated financial statements. The unaudited interim condensed consolidated financial statements of VeraSun Energy Corporation and its subsidiaries reflect all adjustments consisting only of normal recurring adjustments that are, in the opinion of our management, necessary for a fair presentation of their consolidated financial position and results of operations and cash flows. The results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for a full fiscal year. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), although the Company believes that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its annual report for the year ended December 31, 2006 filed on Form 10-K with the SEC. VeraSun Energy Corporation and its subsidiaries are collectively referred to as “VeraSun,” the “Company,” “we,” “us” and “our”.

Nature of Business

VeraSun is one of the largest ethanol producers in the United States based on production capacity, according to the Renewable Fuels Association (“RFA”). We focus primarily on the production and sale of ethanol and its co-products.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of VeraSun Energy Corporation and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

The accompanying condensed consolidated financial statements contain certain reclassifications to conform to the presentation used in the current period. The reclassifications had no impact on shareholders’ equity, working capital, gross profit or net income.

Revenue Recognition

We recognize revenue when all of the following criteria are satisfied: persuasive evidence of an arrangement exists; risk of loss and title transfer to the customer; the price is fixed and determinable; and collectability is reasonably assured. Sales and related costs of goods sold are included in income upon delivery to our customers at terminals or other locations, except sales to Cargill, Incorporated and its affiliates (“Cargill”) from our Linden, Indiana and Albion, Nebraska facilities, where sales of ethanol and co-products are recognized upon shipment from the plants. Generally, there are no formal customer acceptance requirements or further obligations relating to our products. If such requirements or obligations exist, we recognize the related revenues when the requirements are completed and the obligations are fulfilled. Shipping and handling charges to customers are included in revenue, including shipping and handling charges incurred on our behalf for product marketed by Cargill.

We receive incentives to produce ethanol from state and federal entities. In accordance with the terms of these arrangements, incentive income is recognized when we produce ethanol or blend ethanol with gasoline to produce E85.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period.

6

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

We use estimates and assumptions in accounting for the following significant matters, among others:

• Allowances for doubtful accounts

• Valuation of acquired assets

• Inventory valuation and allowances

• Fair value of derivative instruments and related hedged items

• Useful lives of property and equipment and intangible assets

• Asset retirement obligations

• Long-lived asset impairments, including goodwill

• Contingencies

• Fair value of options and restricted stock granted under our stock-based compensation plans

• Tax related items

Actual results may differ from previously estimated amounts, and such differences may be material to our condensed consolidated financial statements. We periodically review estimates and assumptions, and the effects of revisions are reflected in the period in which the revision is made. The revisions to estimates or assumptions during the periods presented in the accompanying condensed consolidated financial statements were not considered to be significant.

Startup Expenses

Costs associated with the operation of a facility prior to the production and sale of ethanol are expensed as incurred. For the three months ended September 30, 2007, we incurred startup expenses relating to the Albion, Nebraska; Hartley, Iowa; Bloomingburg, Ohio; Welcome, Minnesota; and Reynolds, Indiana facilities. For the three months ended September 30, 2006, the startup expenses pertained to the Charles City, Iowa facility. For the nine months ended September 30, 2007, we incurred startup expenses relating to the Charles City, Iowa; Albion, Nebraska; Hartley, Iowa; Bloomingburg, Ohio; Welcome, Minnesota; and Reynolds, Indiana facilities. For the nine months ended September 30, 2006, the startup expenses pertained to the Charles City, Iowa facility.

Recent Events

On October 1, 2007, the Company issued a press release announcing that it was suspending construction of its 110 million gallons per year ethanol biorefinery in Reynolds, Indiana, due to market conditions. See Note 11.

On August 17, 2007, we acquired certain facilities from ASAlliances Biofuels, LLC (“ASAlliances”). See Note 2.

On April 1, 2007, we began marketing and selling our ethanol to customers directly. In connection with this activity, we have established our own marketing, transportation and storage infrastructure. We lease tanker railcars and have contracted with storage depots near our customers and at other strategic locations for efficient delivery of our ethanol. We have also hired a marketing and sales force, as well as logistical and other operational personnel to staff our distribution activities. The termination of our relationship with Aventine Renewable Energy Holdings, Inc. (“Aventine”), which previously provided marketing and sales services, changed our customer base. For the nine months ended September 30, 2007, sales to each of Aventine and BP Products North America, Inc. exceeded 10% of net sales and on a combined basis represented 38.7% of net sales. For the three months ended September 30, 2007, sales to each of BP Products North America, Inc. and Shell Trading (US) Company, exceeded 10% of net sales and on a combined basis represented 33.5% of net sales.

Note 2. Acquisition

On August 17, 2007, we closed on a transaction with ASAlliances. Under a Unit Purchase Agreement, we purchased all of the equity interests in ASA OpCo Holdings, LLC (“ASA Holdings”) from ASAlliances for an aggregate purchase price of $675,176. Of this amount, we issued 13,801,384 shares of our common stock valued at $194,323, and paid $250,000 of cash to the seller at closing. The balance of the purchase price consisted of $230,853 of indebtedness owed by ASA Holdings and its subsidiaries, ASA Albion, LLC, ASA Bloomingburg, LLC and ASA Linden, LLC, which remained outstanding after the closing under a Credit Agreement, dated February 6, 2006 among ASA Holdings, ASA Albion, LLC, ASA Bloomingburg, LLC and ASA Linden, LLC, as borrowers, and WestLB AG, New York branch, as administrative agent for the lenders and the lenders named therein (“Senior Credit Facility”). We also agreed to register under applicable securities laws, within 180 days of the acquisition date, the shares issued in the transaction. ASA Holdings owns companies with three biorefineries and developmental rights to two sites. This transaction is referred to in this document as the “ASA Acquisition”.

7

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

The three acquired facilities are each expected to operate at 110 million gallons per year and are located in Albion, Nebraska, Bloomingburg, Ohio, and Linden, Indiana. This transaction allowed the Company to expedite its expansion in the ethanol market as the plants were near completion. The Linden facility began operations in August 2007 and the Albion facility began startup operations in October 2007. The Bloomingburg facility is expected to start up by the end of first quarter 2008.

The acquired assets of the ASA Acquisition have been included in the condensed consolidated balance sheet as of September 30, 2007 and operations of ASA Holdings are included in the Company’s condensed consolidated statement of operations beginning August 17, 2007.

The 13,801,384 shares of common stock issued in connection with the ASA Acquisition were valued at $194,323 based on the weighted average of the Company’s stock price two days before and two days after July 22, 2007, the date of the acquisition agreement and announcement of the transaction.

The following table provides unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2006 and 2007, as though the ASA Acquisition had occurred as of the beginning of the respective periods. The pro forma results include certain purchase accounting adjustments with respect to the acquired tangible and intangible assets. However, pro forma results do not include any anticipated costs savings or other effects of the planned integration of ASA Holdings. Accordingly, such amounts are not necessarily indicative of the results if the acquisition had occurred on the dates indicated or that may result in the future.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
Pro forma results:
Net sales	$	221,868	$	148,249	$	535,934	$	412,657
Net income		5,614		30,853		18,138		49,832
Diluted earnings per common share		0.06		0.33		0.19		0.59

We are in the process of finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed. The preliminary allocation of the purchase price included in the current period condensed consolidated balance sheet is based on the estimates of management. The completion of the purchase price allocation may result in adjustments to the carrying value of ASA Holdings recorded assets and liabilities, revisions of the useful lives of intangible assets and the determination of any residual amount that will be allocated to goodwill. Goodwill is expected to be fully deductible for tax purposes. The related depreciation and amortization expense from the acquired assets is also subject to revision based on the final allocation. The following table presents the preliminary allocations as of the date of the acquisition.

Current assets	$	10,840
Property and equipment		465,132
Goodwill		192,456
Intangible assets		6,678
Other noncurrent assets		70
Total assets acquired		675,176
Current liabilities		32,090
Noncurrent liabilities		198,763
Total liabilities assumed		230,853
Net assets acquired	$	444,323

8

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

As part of the ASA Acquisition, we acquired the Linden, Albion and Bloomingburg facilities subject to long-term agreements with Cargill, under which Cargill is responsible for supplying all corn and natural gas to the facilities, providing commodities risk management services, and marketing all of the ethanol and distillers grains produced at the facilities. Generally, these agreements have ten year terms, except the corn supply agreement which has a twenty year term, and provide for the purchase and sale of commodities and products between the parties at market prices, and the payment of specified fees to Cargill.

Note 3. Inventories

A summary of inventories is as follows:

	September 30, 2007		December 31, 2006
Corn	$	14,072	$	24,492
Supplies		10,449		7,084
Chemicals		3,085		1,214
Work in process		5,011		2,489
Distillers grains		2,059		431
Ethanol		36,846		3,339
	$	71,522	$	39,049

Note 4. Earnings Per Common Share

Basic earnings per common share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur, using the treasury stock method, if securities or other obligations to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the Company’s earnings.

A reconciliation of net income and common stock share amounts used in the calculation of basic and diluted EPS for the three months ended September 30, 2007 and 2006 follows:

	Net Income		Weighted Average Shares Outstanding	Per Share Amount
2007:
Basic EPS	$	7,793	85,177,689	$	0.09
Effects of dilutive securities:
Exercise of stock options, restricted stock and warrants		—	2,979,362		—
Diluted EPS	$	7,793	88,157,051	$	0.09
2006:
Basic EPS	$	32,000	74,908,467	$	0.43
Effects of dilutive securities:
Exercise of stock options, restricted stock and warrants		—	4,928,847		(0.03	)
Diluted EPS	$	32,000	79,837,314	$	0.40

9

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

A reconciliation of net income and common stock share amounts used in the calculation of basic and diluted EPS for the nine months ended September 30, 2007 and 2006 follows:

	Net Income		Weighted Average Shares Outstanding	Per Share Amount
2007:
Basic EPS	$	22,617	79,329,665	$	0.29
Effects of dilutive securities:
Exercise of stock options, restricted stock and warrants		—	4,142,893		(0.02	)
Diluted EPS	$	22,617	83,472,558	$	0.27
2006:
Basic EPS	$	54,288	67,428,927	$	0.81
Effects of dilutive securities:
Exercise of stock options, restricted stock and warrants		—	3,910,364		(0.05	)
Diluted EPS	$	54,288	71,339,291	$	0.76

Note 5. Comprehensive Income

The components of comprehensive income, net of income tax, are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
Net income	$	7,793	$	32,000	$	22,617	$	54,288
Unrealized gain from hedging activities		506		5,230		862		2,433
Comprehensive income	$	8,299	$	37,230	$	23,479	$	56,721

Note 6. Business Segment Information

Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosure about Segments of an Enterprise and Related Information” (“SFAS 131”), establishes standards for reporting information about operating segments in annual financial statements and requires selected information about operating segments in financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker or decision making group in deciding how to allocate resources and in assessing performance.

In connection with the termination of our marketing arrangement with Aventine on March 31, 2007, we re-evaluated our operating segments based on the application of SFAS 131 and have identified one reportable business segment, the manufacture and marketing of fuel-grade ethanol and the co-products of the ethanol production process as all of our operating segments meet the requirements of aggregation. Our chief operating decision maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenue and certain expenses for purposes of assessing financial performance and making operating decisions. Accordingly, we consider ourselves to be operating in a single industry segment. Previously, we had two reportable segments, ethanol production and other.

Note 7. Material Commitments

We are party to contracts with consultants, independent contractors and other service providers in which we have agreed to indemnify such parties against certain liabilities. Based on historical experience and our assessment of the likelihood that such parties will make claims against us, we believe these indemnification obligations are not material. As of the date of this report, we are not aware of any claims against us.

We believe we are in compliance with applicable environmental laws and regulations and that our environmental controls are adequate to address existing regulatory requirements.

10

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

Note 8. Income Tax

We adopted the provisions of Financial Accounting Standards Board Interpretation 48, Accounting for Uncertainty in Income Taxes (“Interpretation 48”), on January 1, 2007. Previously, we had accounted for tax contingencies in accordance with SFAS No. 5, Accounting for Contingencies. As required by Interpretation 48, which clarifies SFAS No. 109, Accounting for Income Taxes, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, we applied Interpretation 48 to all tax positions for which the statute of limitations remained open. We recognized no material adjustment in the liability for unrecognized income tax benefits as a result of implementing Interpretation 48.

There was no amount of unrecognized tax benefit as of January 1, 2007. There have been no material changes in unrecognized tax benefits since January 1, 2007.

We are subject to income taxes in the U.S. federal jurisdiction and various states jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, we are no longer subject to the U.S. federal, state or local income tax examinations by tax authorities for the years before 2004.

We are currently under examination by the Internal Revenue Service for tax year 2004 and the short tax year through September 30, 2005. The Internal Revenue Service has proposed certain adjustments to our 2004 and 2005 federal income tax returns. We are contesting those adjustments and have not recognized any effect of the proposed adjustments or any associated interest or penalties based on our assessment of the positions taken in preparing our tax returns. We may not prevail on these positions and, if so, we could recognize incremental income tax expense in future periods. We have not quantified the magnitude of any such potential income tax expense.

We recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses for all periods presented. We did not accrue any amounts for the payment of interest and penalties at January 1, 2007. Subsequent changes to accrued interest and penalties are not applicable.

The Company is calculating an effective income tax rate at September 30, 2007 of 19.7%. The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income at September 30, 2007, due to the following:

Computed “expected” tax expense	35.0	%
Increase (decrease) in income taxes resulting from:
Stock-based compensation	0.6
State taxes (net of federal tax benefit)	1.4
Tax exempt interest	(19.2	)
Prior year tax return to provision true-up	1.7
Other, net	0.2
	19.7	%

11

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

Note 9. Long-Term Debt

The following table summarizes our long-term debt at the dates indicated:

	September 30, 2007			December 31, 2006
9 7/8% senior secured notes due 2012	$	210,000		$	210,000
9 3/8% senior notes due 2017		450,000			—
Senior credit facility (a)		214,876			—
Capital lease obligation (b)		2,503			—
Tax increment revenue note (c)		5,000			—
Total		882,379			210,000
Less unamortized discount		(3,124	)		(1,095	)
Less current maturities of long-term debt		(235	)		—
Long-term debt	$	879,020		$	208,905

In May 2007, we sold $450,000 aggregate principal amount of Senior Notes due 2017 (the “2017 Notes”) at 99.5% of face value. The 2017 Notes bear interest at a fixed rate of 9.375% per annum and are recorded net of unamortized debt discount of $2,300. The 2017 Notes mature in full on June 1, 2017. They may be redeemed at any time prior to June 1, 2012 by paying a make-whole premium and may be redeemed at any time after June 1, 2012 at specified redemption prices. Interest on the 2017 Notes is paid on a semi-annual basis on June 1 and December 1 of each year beginning on December 1, 2007.

The Senior Secured Notes due 2012 (the “2012 Notes”) bear interest at 9.875% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, and mature on December 15, 2012. They may be redeemed at any time at specified redemption prices. The 2012 Notes are secured on a first priority basis by liens on substantially all of our assets and the assets of the subsidiary guarantors other than accounts receivable, inventory and commodities accounts, and the cash proceeds therefrom.

The 2012 Notes and the 2017 Notes are guaranteed by our existing subsidiaries, other than ASA Holdings and its subsidiaries, and any future restricted subsidiaries that guaranty any of our or any subsidiary guarantor’s other indebtedness. The indentures governing the 2012 Notes and the 2017 Notes contain restrictive covenants which, among other things, limit our ability (subject to exceptions) to (a) make restricted payments (which limits redemption of capital stock, voluntary debt repayments, and investments); (b) incur additional debt; (c) engage in transactions with shareholders and affiliates; (d) pay dividends and other payments restrictions affecting subsidiaries; (e) incur liens on assets; (f) sell assets; and (g) engage in unrelated businesses.

Under the registration rights agreement that was executed in connection with the offering of the 2017 Notes, we agreed to: (a) cause an exchange offer of registered notes to be completed within 365 days after the notes are initially issued and (b) file a shelf registration statement within 365 days after the notes were issued for the resale of the notes if we cannot effect an exchange offer and in some other circumstances. If we have not effected the exchange offer for the 2017 Notes or caused a shelf registration statement with respect to resale of the notes to be declared effective on or prior to such date that is 365 days after the closing date, the annual interest rate will increase by 0.25% per annum and by an additional 0.25% for each subsequent 90-day period, up to a maximum of 1% per annum, until all registration defaults have been cured.

(a) Senior Credit Facility

In connection with the ASA Acquisition, the Senior Credit Facility, as amended, remained in effect and provides for aggregate borrowings of up to $275,000 in two tranches: Tranche A for $175,000 and Tranche B for $100,000. Borrowings under the Senior Credit Facility must be used for the development, engineering, construction and operation of the Company’s Linden, Albion and Bloomingburg plants. Any amounts not utilized for a particular plant may be used at the Company’s option for either of the other two plants. ASA Holdings paid approximately $5,700 in fees at the execution of the agreement on February 6, 2006 and these amounts are included in debt issuance costs in the accompanying condensed consolidated balance sheet, net of amortization.

12

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

At September 30, 2007, the Company had borrowed $136,977 and $77,899 under the Senior Credit Facility in the form of Tranche A and Tranche B construction loans, respectively, in the form of construction loans. The construction loans are available until the earlier of the completion of the plants or March 15, 2008. Upon completion of the plants and full payment of all costs thereto and the satisfaction of certain other conditions, the construction loans may be converted into term loans. Amounts borrowed and repaid under the Senior Credit Facility may not be re-borrowed. The Company pays quarterly commitment fees of 0.5% per annum on the average daily unused amount of the construction loan commitments under the Senior Credit Facility. The Company also pays agent fees of $125 per year.

Tranche A loans bear interest, at the Company’s option, at the administrative agent’s base rate (which is the higher of the federal funds effective rate and the administrative agent’s prime rate) plus 1.5% per annum or a Eurodollar rate based on LIBOR plus 2.5% per annum. Tranche B loans bear interest, at the Company’s option, at the administrative agent base rate plus 3.5% per annum or LIBOR plus 4.5% per annum. The average interest rate for the nine months ended September 30, 2007 was 7.9% and 9.9% for Tranche A loans and Tranche B loans, respectively.

The obligations under the Senior Credit Facility are secured by the assets of ASA Holdings and its subsidiaries and a pledge of all of the equity interests in ASA Holdings.

In the event that the construction loans are not converted into term loans, they mature and are due and payable on March 15, 2008. If converted, the Tranche A term loans would be payable in equal quarterly installments of principal of $2,625 and the Tranche B term loans would be payable in equal quarterly installments of principal of $1,500, plus accrued interest in accordance with the terms of the Senior Credit Facility, and would mature on the earlier of 78 months after the term loan conversion date or June 30, 2014.

After the construction loans have converted to term loans, the Senior Credit Facility requires the Company to prepay the term loans each quarter based on a percentage of the Company’s excess cash flows as defined in the Senior Credit Facility. The interest rates for the term loans are determined in the same manner as rates for construction loans.

The Senior Credit Facility contains various covenants that, among other restrictions, limit ASA Holdings’ ability and the ability of its subsidiaries to make distributions and pay dividends; incur indebtedness and swap and hedge obligations; grant or assume liens; make certain investments; change the nature of their business; issue equity interests not pledged to the lenders; and sell, transfer, assign or convey assets, or engage in certain mergers or acquisitions.

The Senior Credit Facility contains customary events of default and also includes events of default for failure to complete the three ASA Holdings’ plants by March 15, 2008; defaults on other indebtedness by the Company or ASA Holdings and its subsidiaries (including trade debt under certain conditions); and certain changes of control. The Senior Credit Facility also may become in default based on certain actions by Fagen, the design-builder of the Linden, Albion and Bloomingburg facilities, Cargill, and other third parties that provide goods and services to the facilities, including actions that are unrelated to the construction and operation of the facilities. In particular, the material breach by any such third parties of their agreements relating to the facilities, the failure of any such third parties to pay their indebtedness, including trade payables, and the entry of material judgments or the occurrence of an insolvency event with respect to any such third party would constitute an event of default under the Senior Credit Facility.

(b) Capital lease obligation

In connection with the ASA Acquisition, a capital lease obligation for municipal water infrastructure relating to the Linden, Indiana facility remained in effect.

13

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

The schedule of capital lease payments at September 30, 2007 is as follows:

2007	$	30
2008		274
2009		274
2010		274
2011		274
2012		274
Thereafter		4,104
Total		5,504
Less amount representing interest		(3,001	)
Capital lease obligation	$	2,503

(c) Taxable tax increment revenue note

As part of the ASA Acquisition, the Company acquired a taxable tax increment revenue note (“Note”) due to the city of Albion, Nebraska (“City”) with a principal amount of $5,000.

Interest on this note accrues at an initial rate of 8.5% per annum, which shall be adjusted on December 1, 2009, December 1, 2012, and December 1, 2015, to a rate equal to the lower of (1) the Three-Year United States Treasury Constant Maturity Index (as published in The Wall Street Journal on each of such dates or the next published edition thereof containing such rate) plus 425 basis points or (2) 10%. Interest is payable annually on February 1, beginning on February 1, 2008.

The Note is subject to redemption in whole or in part prior to maturity at the option of the Company, on or after February 1, 2009, at a redemption price equal to the percentage of the principal amount being redeemed set forth below, together with accrued interest:

Date	Redemption Price
February 1, 2009 to January 31, 2010	103	%
February 1, 2010 to January 31, 2011	102	%
February 1, 2011 to January 31, 2012	101	%
February 1, 2012 and thereafter	100	%

Principal and interest on the Note are payable out of property taxes expected to be assessed on the Albion facility with minimum principal payments beginning on February 1, 2009 and each year thereafter until maturity on February 1, 2022, in the following amounts:

	Principal Amount
2009	$	199
2010		216
2011		235
2012		276
Thereafter		4,074
Total	$	5,000

Note 10. Guarantors/Non-Guarantors Condensed Consolidating Financial Statements

In accordance with the indentures governing the Company’s senior secured notes and senior unsecured notes, certain wholly owned subsidiaries of the Company have fully and unconditionally guaranteed the notes on a joint and several basis. The following tables present condensed consolidating financial information for VeraSun Energy Corporation (“VEC”), the issuer of the notes, subsidiaries that are guarantors of the notes and subsidiaries that are non-guarantors of the notes. VeraSun Aurora Corporation, VeraSun Fort Dodge, LLC, VeraSun Charles City, LLC, VeraSun Marketing, LLC, VeraSun Hartley, LLC, VeraSun Welcome, LLC, VeraSun Biodiesel, LLC, VeraSun Granite City, LLC, and VeraSun Reynolds, LLC, each 100% wholly-owned subsidiaries of VEC, are combined as guarantors.

14

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

CONDENSED CONSOLIDATING BALANCE SHEET

SEPTEMBER 30, 2007

ASSETS

	Issuer			Guarantors			Non-Guarantors		Eliminations			Consolidated
Current Assets
Cash and cash equivalents	$	323,617		$	—		$	10,298	$	(13,695	)	$	320,220
Receivables		47,438			21,421			9,499		(12,881	)		65,477
Inventories		—			65,802			5,774		(54	)		71,522
Prepaid expenses		1,235			5,891			801		—			7,927
Total current assets		372,290			93,114			26,372		(26,630	)		465,146
Other Assets
Debt issuance costs, net		15,978			—			6,787		—			22,765
Investment in subsidiaries		645,064			—			—		(645,064	)		—
Intercompany notes receivable		442,544			59,120			—		(501,664	)		—
Goodwill		6,129			—			192,456		—			198,585
Other long-term assets		1,197			5,555			224		—			6,976
		1,110,912			64,675			199,467		(1,146,728	)		228,326
Property and equipment, net		13,814			572,840			496,380		—			1,083,034
Total assets	$	1,497,016		$	730,629		$	722,219	$	(1,173,358	)	$	1,776,506
LIABILITIES AND SHAREHOLDERS’ AND MEMBERS’ EQUITY
	Issuer			Guarantors			Non-Guarantors		Eliminations			Consolidated
Current Liabilities
Outstanding checks in excess of bank balance	$	—		$	13,695		$	—	$	(13,695	)	$	—
Current maturities of long-term debt		—			373,772			235		(373,772	)		235
Current portion of deferred revenues		—			95			—		—			95
Accounts payable		2,055			39,735			13,300		(667	)		54,423
Accrued expenses		23,789			14,482			26,270		(12,214	)		52,327
Derivative financial instruments		—			820			—		—			820
Deferred income taxes		51			1,752			—		—			1,803
Total current liabilities		25,895			444,351			39,805		(400,348	)		109,703
Long-Term Liabilities
Long-term debt, less current maturities		715,996			53,132			237,784		(127,892	)		879,020
Deferred revenue, less current portion		—			1,543			—		—			1,543
Deferred income taxes		5,333			31,115			—		—			36,448
		721,329			85,790			237,784		(127,892	)		917,011
Shareholders’ and Member’s Equity
Common stock		928			—			—		—			928
Additional paid-in capital		636,758			25,263			444,323		(469,586	)		636,758
Retained earnings		112,206			96,287			—		(96,287	)		112,206
Member’s equity		—			79,038			307		(79,345	)		—
Accumulated other comprehensive loss		(100	)		(100	)		—		100			(100	)
		749,792			200,488			444,630		(645,118	)		749,792
	$	1,497,016		$	730,629		$	722,219	$	(1,173,358	)	$	1,776,506

15

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended September 30, 2007

	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues	$	1,515		$	197,378		$	22,975		$	—		$	221,868
Cost of goods sold		11			177,764			20,699			—			198,474
Gross profit		1,504			19,614			2,276			—			23,394
Startup expenses		—			367			1,308			—			1,675
Selling, general and administrative expenses		7,685			1,901			276			—			9,862
Operating income (loss)		(6,181	)		17,346			692			—			11,857
Other income (expense):
Interest expense		(17,579	)		(5,047	)		(385	)		10,995			(12,016	)
Interest income		15,281			1,237			—			(10,995	)		5,523
Equity in earnings of subsidiaries		10,082			—			—			(10,082	)		—
Other income		2			2			—			—			4
		7,786			(3,808	)		(385	)		(10,082	)		(6,489	)
Income before income taxes		1,605			13,538			307			(10,082	)		5,368
Income tax provision (benefit)		(6,188	)		3,763			—			—			(2,425	)
Net income	$	7,793		$	9,775		$	307		$	(10,082	)	$	7,793
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 2007
	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues	$	3,927		$	509,032		$	22,975		$	—		$	535,934
Cost of goods sold		31			450,081			20,699			—			470,811
Gross profit		3,896			58,951			2,276			—			65,123
Startup expenses		—			1,949			1,308			—			3,257
Selling, general and administrative expenses		23,074			4,861			276			—			28,211
Operating income (loss)		(19,178	)		52,141			692			—			33,655
Other income (expense):
Interest expense		(35,073	)		(8,825	)		(385	)		24,336			(19,947	)
Interest income		36,331			2,435			—			(24,336	)		14,430
Equity in earnings of subsidiaries		28,874			—			—			(28,874	)		—
Other income		2			34			—			—			36
		30,134			(6,356	)		(385	)		(28,874	)		(5,481	)
Income before income taxes		10,956			45,785			307			(28,874	)		28,174
Income tax provision (benefit)		(11,661	)		17,218			—			—			5,557
Net income	$	22,617		$	28,567		$	307		$	(28,874	)	$	22,617

16

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2007

	Issuer			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	(284,422	)	$	16,968		$	21,194		$	319,906		$	73,646
Cash Flows from Investing Activities
Purchases of property and equipment		31,536			(277,733	)		(57,044	)		—			(303,241	)
Payment for other long-term assets		(917	)		(5,355	)		(224	)		—			(6,496	)
ASA Acquisition		(250,000	)		—			7,225			—			(242,775	)
Proceeds from sale of equipment		5			1			—			—			6
Net cash used in investing activities		(219,376	)		(283,087	)		(50,043	)		—			(552,506	)
Cash Flows from Financing Activities
Outstanding checks in excess of bank balance		—			7,596			—			(7,596	)		—
Proceeds from long-term debt		447,750			—			23,617			—			471,367
Principal payments on long-term debt		45,746			258,521			15,639			(319,906	)		—
Proceeds from the issuance of common stock		12,784			—			—			—			12,784
Excess tax benefits from share-based payment arrangements		8,424			—			—			—			8,424
Costs of raising capital		(5	)		—			—			—			(5	)
Debt issuance costs paid		(11,430	)		—			(109	)		—			(11,539	)
Net cash provided by (used in) financing activities		503,269			266,117			39,147			(327,502	)		481,031
Net increase (decrease) in cash and cash equivalents		(529	)		(2	)		10,298			(7,596	)		2,171
Cash and cash equivalents, beginning of period		324,146			2			—			(6,099	)		318,049
Cash and cash equivalents, end of period	$	323,617		$	—		$	10,298		$	(13,695	)	$	320,220

17

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2006

ASSETS

	Issuer			Guarantors			Non-Guarantors		Eliminations			Consolidated
Current Assets
Cash and cash equivalents	$	324,146		$	2		$	—	$	(6,099	)	$	318,049
Receivables		4,326			59,309			—		(1,086	)		62,549
Inventories		—			39,103			—		(54	)		39,049
Prepaid expenses		450			3,737			—		—			4,187
Derivative financial instruments		—			12,382			—		—			12,382
Total current assets		328,922			114,533			—		(7,239	)		436,216
Other Assets
Restricted cash held in escrow		44,267			—			—		—			44,267
Debt issuance costs, net		5,685			—			—		—			5,685
Investment in subsidiaries		171,005			—			—		(171,005	)		—
Intercompany notes receivable		168,385			13,374			—		(181,759	)		—
Deposits		280			200								480
Goodwill		6,129			—			—		—			6,129
Deferred income taxes		5,716			365			—		(6,081	)		—
		401,467			13,939			—		(358,845	)		56,561
Property and equipment, net		642			301,078			—		—			301,720
Total assets	$	731,031		$	429,550		$	—	$	(366,084	)	$	794,497
LIABILITIES AND SHAREHOLDERS’ AND MEMBERS’ EQUITY
	Issuer			Guarantors			Non-Guarantors		Eliminations			Consolidated
Current Liabilities
Outstanding checks in excess of bank balance	$	—		$	6,099		$	—	$	(6,099	)	$	—
Current maturities of long-term debt		—			110,519			—		(110,519	)		—
Current portion of deferred revenue		—			96			—		—			96
Accounts payable		848			35,548			—		(5	)		36,391
Accrued expenses		1,389			2,654			—		(1,082	)		2,961
Derivative financial instruments		—			11,331			—		—			11,331
Deferred income taxes		83			1,287								1,370
Total current liabilities		2,320			167,534			—		(117,705	)		52,149
Long-Term Liabilities
Long-term debt, less current maturities		222,280			57,864			—		(71,239	)		208,905
Deferred revenue, less current portion		—			1,613			—		—			1,613
Deferred income taxes		—			31,480			—		(6,081	)		25,399
		222,280			90,957			—		(77,320	)		235,917
Shareholders’ and Member’s Equity
Common stock		755			—			—		—			755
Additional paid-in capital		417,049			25,263			—		(25,263	)		417,049
Retained earnings		89,589			84,013			—		(84,013	)		89,589
Member’s equity		—			62,745			—		(62,745	)		—
Accumulated other comprehensive loss		(962	)		(962	)		—		962			(962	)
		506,431			171,059			—		(171,059	)		506,431
	$	731,031		$	429,550		$	—	$	(366,084	)	$	794,497

18

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended September 30, 2006

	Issuer			Guarantors			Non-Guarantors		Eliminations			Consolidated
Revenues	$	—		$	148,249		$	—	$	—		$	148,249
Cost of goods sold		13			85,583			—		—			85,596
Gross profit (loss)		(13	)		62,666			—		—			62,653
Startup expenses		—			235			—		—			235
Selling, general and administrative expenses		2,522			4,667			—		—			7,189
Operating income (loss)		(2,535	)		57,764			—		—			55,229
Other income (expense):
Interest expense		(5,939	)		(1,679	)		—		3,172			(4,446	)
Interest income		7,681			472			—		(3,172	)		4,981
Equity in earnings of subsidiaries		35,255			—			—		(35,255	)		—
Other income		188			2,482			—		—			2,670
		37,185			1,275			—		(35,255	)		3,205
Income before income taxes		34,650			59,039			—		(35,255	)		58,434
Income tax provision		2,650			20,726			—		—			23,376
Net income	$	32,000		$	38,313		$	—	$	(35,255	)	$	35,058
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 2006
	Issuer			Guarantors			Non-Guarantors		Eliminations			Consolidated
Revenues	$	—		$	412,657		$	—	$	—		$	412,657
Cost of goods sold		998			259,782			—		—			260,780
Gross profit (loss)		(998	)		152,875			—		—			151,877
Startup expenses		—			541			—		—			541
Selling, general and administrative expenses		21,477			11,588			—		—			33,065
Operating income (loss)		(22,475	)		140,746			—		—			118,271
Other income (expense):
Interest expense		(37,669	)		(9,074	)		—		12,235			(34,508	)
Interest income		19,521			1,665			—		(12,235	)		8,951
Equity in earnings of subsidiaries		85,487			—			—		(85,487	)		—
Other income		188			2,503			—		—			2,691
		67,527			(4,906	)		—		(85,487	)		(22,866	)
Income before income taxes		45,052			135,840			—		(85,487	)		95,405
Income tax provision (benefit)		(9,236	)		50,353			—		—			41,117
Net income	$	54,288		$	85,487		$	—	$	(85,487	)	$	54,288

19

VERASUN ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(dollars in thousands, except per share data)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2006

	Issuer			Guarantors			Non-Guarantors		Eliminations			Consolidated
Net cash provided by operating activities	$	9,310		$	108,062		$	—	$	—		$	117,372
Cash Flows from Investing Activities
Investment in restricted cash		(1,631	)		—			—		—			(1,631	)
Purchases of property and equipment with restricted cash held in escrow		43,945			(43,945	)		—		—			—
Proceeds from sale of equipment		—			838			—		—			838
Principal payments received on notes receivable		49,981			—			—		(49,981	)		—
Purchases of property and equipment		—			(15,626	)		—		—			(15,626	)
Net cash provided by (used in) investing activities		92,295			(58,733	)		—		(49,981	)		(16,419	)
Cash Flows from Financing Activities
Outstanding checks in excess of bank balance		—			652			—		(652	)		—
Principal payments on long-term debt		—			(49,981	)		—		49,981			—
Net proceeds from issuance of common stock		233,135			—			—		—			233,135
Excess tax benefits from share-based payment arrangements		17			—			—		—			17
Debt issuance costs paid		(1,173	)		—			—		—			(1,173	)
Net cash provided by (used in) financing activities		231,979			(49,329	)		—		49,329			231,979
Net increase in cash and cash equivalents		333,584			—			—		(652	)		332,932
Cash and cash equivalents, beginning of period		32,905			—			—		(3,191	)		29,714
Cash and cash equivalents, end of period	$	366,489		$	—		$	—	$	(3,843	)	$	362,646

Note 11. Subsequent Event

On October 1, 2007, the Company issued a press release announcing that the Company is suspending construction of its 110 million gallon per year ethanol biorefinery in Reynolds, Indiana, due to market conditions. As of September 30, 2007, the Company had spent approximately $54,000 on this facility. No impairment has been recorded as the Company expects to resume construction in 2008, depending upon the return of more favorable market conditions. The estimated cost to complete the facility is approximately $130,000.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

The following information should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this quarterly report and the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2007. VeraSun Energy Corporation and its subsidiaries are collectively referred to as “Company,” “we,” “us” and “our”.

This management’s discussion and analysis of financial condition and results of operations (“MD&A”) contains forward-looking statements which are subject to risks and uncertainties. Many factors could cause actual results to differ materially from those projected in forward-looking statements, including the risks described in Part II, Item 1A of this quarterly report. These forward-looking statements include any statements related to our expectations regarding future performance or conditions, including construction of new facilities, the production volumes of those facilities, anticipated costs to construct new facilities, completion of pending or future acquisitions, development of alternative technologies, future marketing arrangements and the adequacy of anticipated sources of cash to fund our future capital requirements. Our actual results may differ materially from those discussed in the forward-looking statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “plans” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. We do not undertake any duty to update forward-looking statements after the date they are made or to conform them to actual results or to changes in circumstances or expectations.

Business Overview

VeraSun is one of the largest ethanol producers in the United States based on production capacity, according to the Renewable Fuels Association (“RFA”). We focus primarily on the production and sale of ethanol and its co-products. This focus has enabled us to significantly grow our ethanol production capacity and to work with automakers, fuel distributors, trade associations and consumers to increase the demand for ethanol. As an industry leader, we play an active role in developments within the renewable fuels industry.

Ethanol is a type of alcohol produced in the U.S. principally from corn. Ethanol is primarily used as a blend component in the U.S. gasoline fuel market, which approximated 142 billion gallons in 2006 according to the Energy Information Administration (“EIA”). Refiners and marketers have historically blended ethanol with gasoline to increase octane and reduce tailpipe emissions. The ethanol industry has grown significantly over the last few years, expanding production capacity at a compounded annual growth rate of approximately 22% from 2000 to 2006. We believe the ethanol market will continue to grow as a result of ethanol’s cleaner burning characteristics, a shortage of domestic petroleum refining capacity, geopolitical concerns, and federally mandated renewable fuel usage. We also believe that E85, a fuel blend composed of 85% ethanol, may become increasingly important as an alternative to unleaded gasoline.

We own and operate five of the largest ethanol production facilities in the U.S., with a combined ethanol production capacity of 560 million gallons per year, or “MMGY.” As of November 1, 2007, our ethanol production capacity represented approximately 8.9% of the total ethanol production capacity in the U.S., according to the RFA.

Our facilities are designed to operate on a continuous basis and use current dry-milling technology, a production process that results in increased ethanol yield and reduced capital costs compared to wet-milling facilities. In addition to producing ethanol, we produce and sell wet and dry distillers grains as ethanol co-products, which serve to partially offset our corn costs. In 2006, we produced approximately 226.3 million gallons of fuel ethanol and 492,000 tons of distillers grains.

We commenced operations at our facility in Aurora, South Dakota in December 2003, at our facility in Fort Dodge, Iowa in October 2005, at our facility in Charles City, Iowa in April 2007, at our facility in Linden, Indiana in August 2007, and at our facility in Albion, Nebraska in October 2007. Construction of our facilities in Hartley, Iowa; Welcome, Minnesota; and Bloomingburg, Ohio has commenced and we expect each of those facilities to begin production during the first six months of 2008. Upon completion of these facilities, we will have production capacity of 890 MMGY. We also broke ground for a facility in Reynolds, Indiana in April 2007. However, in October 2007 we suspended construction there because of market conditions. We expect to resume construction at Reynolds in 2008, depending on the return of more favorable market conditions, and bring our production capacity to one billion gallons per year by the end of 2009.

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Executive Summary

Financial highlights for the three months ended September 30, 2007 are as follows:

• Revenues of $221.9 million, a 49.7% percent increase over the three months ended September 30, 2006.

• Net income of $7.8 million, compared to net income of $32 million for the three months ended September 2006.

• Diluted earnings per share (EPS) of $0.09, compared to EPS of $0.40 for the three months ended September 30, 2006.

• EBITDA of $22.4 million, or 10.1% of revenues ($0.24 per gallon sold)

• Ethanol sales of 95.1 million gallons, a 71.8% increase over the three months ended September 30, 2006.

• Ethanol production of 99.4 million gallons, a 77.4% increase over the three months ended September 30, 2006.

Components of Revenues and Expenses

Total revenues. Our primary source of revenue is the sale of ethanol produced at our Aurora, Fort Dodge, Charles City and Linden facilities. Our principal sources of revenue are:

• the sale of ethanol;

• the sale of distillers grains, which are co-products of the ethanol production process; and

• the sale of ethanol blended VE85™ fuel.

The selling prices for our ethanol are largely determined by the market demand for ethanol which, in turn, is influenced by the industry factors described elsewhere in this report.

Cost of goods sold and gross profit. Our gross profit is derived from our total revenues less our cost of goods sold. Our cost of goods sold is mainly affected by the cost of corn, natural gas and transportation. Corn is our most significant raw material cost. The price of corn is influenced by weather conditions and other factors affecting crop yields, farmer planting decisions and general economic, market and regulatory factors. These factors include government policies and subsidies with respect to agriculture and international trade, and global and local demand and supply. The spot price of corn tends to rise during the spring planting season and tends to decrease during the fall harvest. We purchase natural gas to power steam generation in our ethanol production process and to dry our distillers grains. Natural gas represents our second largest cost. Cost of goods sold also includes net gain or loss from derivatives relating to corn and natural gas. Transportation expense represents the third major component of our cost of goods sold. Transportation expense includes freight and shipping of our ethanol and co-products, as well as costs incurred in storing ethanol at destination terminals.

Startup expenses. Costs associated with the operation of a facility prior to the production and sale of ethanol are expensed as incurred. For the three months ended September 30, 2007, we incurred startup expenses relating to the Albion, Nebraska; Hartley, Iowa; Bloomingburg, Ohio; Welcome, Minnesota; and Reynolds, Indiana facilities. For the three months ended September 30, 2006, the startup expenses pertained to the Charles City, Iowa facility. For the nine months ended September 30, 2007, we incurred startup expenses relating to the Charles City, Iowa; Albion, Nebraska; Hartley, Iowa; Bloomingburg, Ohio; Welcome, Minnesota; and Reynolds, Indiana facilities. For the nine months ended September 30, 2006, the startup expenses pertained to the Charles City, Iowa facility.

Selling, general and administrative expenses. Selling, general and administrative expenses consist of salaries and benefits paid to our administrative employees including stock-based compensation, taxes, expenses relating to third-party services, insurance, travel, marketing and other expenses. Other expenses include education and training, marketing, travel, corporate donations and other miscellaneous overhead costs.

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Other income (expense). Other income (expense) includes the interest on our long-term debt and notes payable, the change in fair value of a put warrant in the 2006 periods, and the amortization of the related fees to execute required financing agreements. We expect interest expense, net of interest capitalized as part of new plant construction, to increase significantly as a result of our issuance of additional debt in the three months ended June 30, 2007 and debt assumed in the three months ended September 30, 2007.

Results of Operations

The following table sets forth, for the periods presented, revenues, expenses and net income, as well as the percentage relationship to total revenues of specified items in our condensed consolidated statements of operations:

	Three Months Ended September 30,									Nine Months Ended September 30,
	2007					2006				2007					2006
	(unaudited)
	(dollars in thousands)
Total revenues	$	221,868		100.0	%	$	148,249	100.0	%	$	535,934		100.0	%	$	412,657		100.0	%
Cost of goods sold		198,474		89.5			88,654	59.6			470,811		87.8			260,780		63.1
Gross profit		23,394		10.5			59,595	40.4			65,123		12.2			151,877		36.9
Startup expenses		1,675		0.8			235	0.2			3,257		0.6			541		0.1
Selling, general and administrative expenses		9,862		4.4			7,189	4.8			28,211		5.3			33,065		8.0
Operating income		11,857		5.3			52,171	35.4			33,655		6.3			118,271		28.8
Other income (expense), net		(6,489	)	(2.9	)		3,205	2.1			(5,481	)	(1.0	)		(22,866	)	(5.6	)
Income before income taxes		5,368		2.4			55,376	37.5			28,174		5.3			95,405		23.2
Income tax provision (benefit)		(2,425	)	(1.1	)		23,376	15.8			5,557		1.0			41,117		10.0
Net income	$	7,793		3.5	%	$	32,000	21.7	%	$	22,617		4.3	%	$	54,288		13.2	%

The following table sets forth other key data for the periods presented (in thousands, except per unit data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
Operating data:
Ethanol gallons sold (1)		95,133		56,280		218,689		167,865
Average gross price of ethanol sold (dollars per gallon)	$	1.96	$	2.36	$	2.07	$	2.18
Average corn cost per bushel		3.32		2.05		3.58		2.03
Average natural gas cost per MMBTU		6.17		7.70		6.59		8.35
Average dry distillers grains gross price per ton		94		81		92		83
Other financial data:
EBITDA (2)	$	22,424	$	62,241	$	59,241	$	137,078
Net cash flows provided by operating activities		49,524		61,975		73,646		117,372

(1) Excludes ethanol sold in VE85™ sales.

(2) EBITDA is defined as earnings before interest expense, income tax provision (benefit), depreciation and amortization. Amortization of debt issuance costs and debt discount are included in interest expense.

Non-GAAP Financial Measures

We believe that earnings before interest expense, income tax provision (benefit), depreciation and amortization, or EBITDA, is useful to investors and management in evaluating our operating performance in relation to other companies in our industry because the calculation of EBITDA generally eliminates the effects of financings and income taxes, which items may vary for different companies

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for reasons unrelated to overall operating performance. EBITDA is a non-GAAP financial measure and has limitations as an analytical tool, and should not be considered in isolation or as a substitute for net income or any other measure of performance under GAAP, or to cash flows from operating, investing or financing activities as a measure of liquidity. Some of the limitations of EBITDA are:

• EBITDA does not reflect our cash used for capital expenditures;

• Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced and EBITDA does not reflect the cash requirements for replacements;

• EBITDA does not reflect changes in, or cash requirements for, our working capital requirements;

• EBITDA does not reflect the cash necessary to make payments of interest or principal on our indebtedness; and

• EBITDA includes non-recurring payments to us which are reflected in other income.

We compensate for these limitations by relying on our GAAP results, as well as on our EBITDA.

The following table reconciles our EBITDA to net income for the periods presented (dollars in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2007			2006		2007		2006
Net income	$	7,793		$	32,000	$	22,617	$	54,288
Depreciation and amortization		5,040			2,419		11,120		7,165
Interest expense		12,016			4,446		19,947		34,508
Income tax provision (benefit)		(2,425	)		23,376		5,557		41,117
EBITDA	$	22,424		$	62,241	$	59,241	$	137,078

Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006

Total revenues. Total revenues, which includes revenue from the sale of ethanol, distillers grains and VE85™, increased by $73.6 million, or 49.7%, to $221.9 million for the three months ended September 30, 2007 from $148.2 million for the three months ended September 30, 2006. The increase in total revenues was primarily the result of an 71.8% increase in ethanol volume sold, partially offset by a decrease in average ethanol prices of $0.40 per gallon, or 17.0%, compared to the three months ended September 30, 2006. Ethanol production increased by 43.4 million gallons, or 77.4%, as a result of the added capacity from bringing the Charles City, Iowa facility on-line in April 2007 and the Linden, Indiana facility on-line in August 2007.

Net sales from ethanol increased $58.0 million, or 44.4%, to $188.5 million for the three months ended September 30, 2007 from $130.5 million for the three months ended September 30, 2006. The impact of increased volume, primarily from the additional Charles City and Linden capacity, was $93.7 million, partially offset by a $35.7 million reduction due to lower prices. The average price of ethanol sold was $1.96 per gallon for the three months ended September 30, 2007 compared to $2.36 per gallon for the three months ended September 30, 2006.

The net loss from derivatives included in net sales was $0.3 million for the three months ended September 30, 2007 compared to a net gain of $0.9 million for the three months ended September 30, 2006.

Net sales from co-products increased $14.3 million, or 101.8%, to $28.4 million for the three months ended September 30, 2007 from $14.1 million for the three months ended September 30, 2006. The impact of increased volume from the additional Charles City and Linden capacity was $10.9 million and the impact of higher prices was $3.5 million.

Net sales of VE85^TM, our branded E85 product, increased $1.1 million, or 37.5%, to $3.9 million for the three months ended September 30, 2007 from $2.8 million for the three months ended September 30, 2006, primarily due to an increase in the number of retail outlets selling our product.

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Cost of goods sold and gross profit. Gross profit decreased $36.2 million to $23.4 million for the three months ended September 30, 2007 from $59.6 million for the three months ended September 30, 2006. The decrease in gross profit was primarily due to higher corn costs, partially offset by an increase in ethanol volume produced in the 2007 period compared to the 2006 period. Also included in cost of sales for the period ended September 30, 2007 were a $0.6 million lower of cost or market write down of ethanol inventory and a $0.6 million impairment relating to a cancelled biodiesel project. Results for the full year 2007 are also expected to be adversely affected by these relatively higher corn costs.

Corn costs increased $74.5 million to $115.2 million for the three months ended September 30, 2007 from $40.7 million for the three months ended September 30, 2006. Corn costs represented 58.0% of our cost of goods sold before taking into account our co-product sales and 43.7% of our cost of goods sold after taking into account co-product sales for the three months ended September 30, 2007, compared to 46.3% of our cost of goods sold before taking into account our co-product sales and 30.3% of our cost of goods sold after taking into account co-product sales for the three months ended September 30, 2006.

The increase in total corn costs for the three months ended September 30, 2007 was primarily driven by an increase in cash corn prices compared to the three months ended September 30, 2006. In addition, our corn costs in the three months ended September 30, 2007 included a mark-to-market loss of $0.7 million for derivatives relating to future deliveries of corn. We had recorded a mark-to-market gain of $1.4 million in the three months ended September 30, 2006, resulting in a $2.1 million increase in corn costs between the periods as a result of these mark-to-market adjustments.

The net gain from derivatives included in cost of goods sold was $13.7 million for the three months ended September 30, 2007 compared to a net loss of $0.1 million for the three months ended September 30, 2006. The increase was primarily due to the mark-to-market adjustment described above. We mark all exchange traded corn futures contracts to market through costs of goods sold.

Natural gas costs increased $5.0 million to $18.5 million for the three months ended September 30, 2007 from $13.5 million for the three months ended September 30, 2006, and accounted for 9.3% of our cost of goods sold for the three months ended September 30, 2007 compared to 15.4% of our cost of goods sold for the three months ended September 30, 2006. The increase in natural gas costs for the three months ended September 30, 2007 was attributable to an increase in our production compared to the three months ended September 30, 2006, partially offset by a decrease in natural gas prices per million British Thermal Units, or MMBTU, in the three months ended September 30, 2007.

Transportation expense increased $9.8 million to $24.6 million for the three months ended September 30, 2007 from $14.8 million for the three months ended September 30, 2006, primarily due to additional volume of ethanol and co-products shipped, and increased rail rates in the three months ended September 30, 2007. Transportation expense accounted for 12.4% of our cost of goods sold for the three months ended September 30, 2007 compared to 16.8% of our cost of goods sold for the three months ended September 30, 2006.

Labor and manufacturing overhead costs increased $9.6 million to $17.8 million for the three months ended September 30, 2007 from $8.1 million for the three months ended September 30, 2006. The increase was primarily due to additional production at our Charles City, Iowa and Linden, Indiana facilities. Also included in overhead was a $0.6 million impairment of assets related to a canceled biodiesel project.

Startup expenses. Startup expenses increased $1.5 million to $1.7 million for the three months ended September 30, 2007 from $0.2 million for the three months ended September 30, 2006. The increase was due to the increase in the number of plants in startup mode. In the three months ended September 30, 2006, the Charles City, Iowa plant was starting up, while in 2007, the Hartley, Iowa, Welcome, Minnesota, Reynolds, Indiana, Albion, Nebraska, and the Bloomingburg, Ohio facilities were all in startup mode.

Selling, general and administrative expenses. Selling, general and administrative expenses increased $2.7 million to $9.9 million for the three months ended September 30, 2007 from $7.2 million for the three months ended September 30, 2006. The increase was primarily the result of an increase in stock compensation expense and increased management and administrative costs in the 2007 period to support our growth and public company status.

Other income (expense). Interest expense increased $7.6 million to $12.0 million for the three months ended September 30, 2007, compared to $4.4 million for the three months ended September 30, 2006. This was primarily due to the issuance of additional debt in the second quarter of 2007 and interest expense under the Senior Credit Facility from the date of the ASA Acquisition.

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Interest income increased $0.5 million to $5.5 million for the three months ended September 30, 2007, compared to $5.0 million for the three months ended September 30, 2006. The increase was primarily attributable to an increase in the funds available to be invested in interest bearing securities.

Income taxes. The income tax benefit was $2.4 million for the three months ended September 30, 2007, versus an income tax provision of $23.4 million for the three months ended September 30, 2006. The effective tax rate for the three months ended September 30, 2007 was (45.2)%, compared to 42.2% for the three months ended September 30, 2006. The effective tax rate was higher in the 2006 period due to nondeductible expense associated with the increase in the estimated fair value of the put warrant and the accelerated vesting of incentive stock option and restricted stock awards in connection with our initial public offering, or IPO. The 2007 effective tax rate declined from our previous estimate of 35% to 19.7% due to a reduction in the full year estimated “income before income taxes” caused by current market conditions and an increase in the estimated tax exempt interest income, both in dollars and as a percent of “income before income taxes”. The tax benefit is the result of a year to date cumulative adjustment resulting in a change in the expected annual tax rate during the quarter.

The Internal Revenue Service has proposed certain adjustments to our 2004 and 2005 federal income tax returns. We are contesting those adjustments and have not recognized any effect of the proposed adjustments or any associated interest or penalties based on our assessment of the positions taken in preparing our tax returns. We may not prevail on these positions and, if so, we could recognize incremental income tax expense in future periods. We have not quantified the magnitude of any such potential income tax expense.

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Total revenues. Total revenues, which includes revenue from the sale of ethanol, distillers grains and VE85™, increased by $123.3 million, or 29.9%, to $535.9 million for the nine months ended September 30, 2007 from $412.7 million for the nine months ended September 30, 2006. The increase in total revenues was primarily the result of a 31.4% increase in ethanol volume sold, partially offset by a decrease in average ethanol prices of $0.11 per gallon, or 5.2%, compared to the nine months ended September 30, 2006. Ethanol production increased by 70.2 million gallons, or 42.1%, as a result of the added capacity from bringing the Charles City, Iowa facility on-line in April 2007 and the Linden, Indiana facility on-line in August 2007.

Net sales from ethanol increased $94.0 million, or 26.0%, to $456.2 million for the nine months ended September 30, 2007 from $362.2 million for the nine months ended September 30, 2006. The impact of increased volume, primarily from the additional Charles City and Linden capacity was $118.9 million, partially offset by the impact from lower prices of $24.8 million. The average price of ethanol sold was $2.07 per gallon for the nine months ended September 30, 2007 compared to $2.18 per gallon for the nine months ended September 30, 2006.

The net loss from derivatives included in net sales was $1.2 million for the nine months ended September 30, 2007 compared to a net loss of $0.5 million for the nine months ended September 30, 2006.

Net sales from co-products increased $25.7 million, or 61.8%, to $67.3 million for the nine months ended September 30, 2007 from $41.6 million for the nine months ended September 30, 2006. Co-product sales increased $18.9 million primarily as a result of the additional production volume from the Charles City and Linden facilities and $6.8 million due to an increase in the average price per ton in the 2007 period.

Net sales of VE85^TM, our branded E85 product, increased $4.0 million to $9.8 million for the nine months ended September 30, 2007 from $5.8 million for the nine months ended September 30, 2006, primarily due to an increase in the number of retail outlets selling our product.

Cost of goods sold and gross profit. Gross profit decreased $86.8 million to $65.1 million for the nine months ended September 30, 2007 from $151.9 million for the nine months ended September 30, 2006. The decrease in gross profit was primarily due to higher corn costs and lower ethanol prices, partially offset by an increase in ethanol volume sold in the 2007 period compared to the 2006 period. Also included in cost of goods sold for the period ended September 30, 2007 were a $0.6 million lower of cost or market write down of ethanol inventory and a $0.6 million impairment relating to a cancelled biodiesel project. Results for the full year 2007 are also expected to be adversely affected by these relatively higher corn costs.

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Corn costs increased $161.6 million to $280.9 million for the nine months ended September 30, 2007 from $119.3 million for the nine months ended September 30, 2006. Corn costs represented 59.7% of our cost of goods sold before taking into account our co-product sales and 45.4% of our cost of goods sold after taking into account co-product sales for the nine months ended September 30, 2007, compared to 46.0% of our cost of goods sold before taking into account our co-product sales and 30.0% of our cost of goods sold after taking into account co-product sales for the nine months ended September 30, 2006.

The increase in total corn costs in the 2007 period was primarily driven by an increase in cash corn prices compared to the 2006 period. In addition, our corn costs for the nine months ended September 30, 2007 included a mark-to-market loss of $0.6 million for derivatives relating to future deliveries of corn. We had a mark-to-market gain of $1.8 million in the 2006 period, resulting in a $2.4 million increase in corn costs between the periods as a result of these mark-to-market adjustments.

The net gain from derivatives included in cost of goods sold was $5.6 million for the nine months ended September 30, 2007 compared to a net loss of $5.3 million for the nine months ended September 30, 2006. The increase was primarily due to the mark-to-market adjustment described above. We mark all exchange traded corn futures contracts to market through costs of goods sold.

Natural gas costs increased $4.5 million to $47.6 million for the nine months ended September 30, 2007 from $43.1 million for the nine months ended September 30, 2006, and accounted for 10.1% of our cost of goods sold for the nine months ended September 30, 2007 compared to 16.6% of our cost of goods sold for the nine months ended September 30, 2006. The increase in natural gas costs was attributable to an increase in our production compared to the 2006 period, partially offset by a decrease in natural gas prices in the 2007 period.

Transportation expense increased $14.0 million to $54.8 million for the nine months ended September 30, 2007 from $40.8 million for the nine months ended September 30, 2006, primarily due to additional volume of ethanol and co-products shipped, and increased rail rates for the 2007 period. Transportation expense accounted for 11.6% of our cost of goods sold for the nine months ended September 30, 2007 compared to 15.7% of our cost of goods sold for the nine months ended September 30, 2006.

Labor and manufacturing overhead costs increased $13.1 million to $36.5 million for the nine months ended September 30, 2007 from $23.5 million for the nine months ended September 30, 2006. The increase was primarily due to the Charles City and Linden facilities being operational in the 2007 period as well additional staffing needed to achieve higher production rates from our operating facilities. Also included in overhead was a $0.6 million impairment of assets relating to a canceled biodiesel project.

Startup expenses. Startup expenses increased $2.7 million to $3.2 million for the nine months ended September 30, 2007 from $0.5 million for the nine months ended September 30, 2006. The increase was due to the increase in the number of plants in startup mode. In the 2006 period, the Charles City, Iowa plant was starting up, while in the 2007 period, the Charles City, Iowa, Hartley, Iowa; Welcome, Minnesota; Reynolds, Indiana; Albion, Nebraska; and the Bloomingburg, Ohio, facilities were all in startup mode.

Selling, general and administrative expenses. Selling, general and administrative expenses decreased $4.9 million to $28.2 million for the nine months ended September 30, 2007 from $33.1 million for the nine months ended September 30, 2006. The decrease was primarily the result of a charge to stock compensation expense in the 2006 period of $16.3 million in connection with our IPO, partially offset by increased management and administrative costs in the 2007 period to support our growth and public company status.

Other income (expense). Interest expense decreased $14.6 million to $19.9 million for the nine months ended September 30, 2007 compared to $34.5 million for the nine months ended September 30, 2006. Interest expense in the 2006 period included a charge of $19.7 million relating to a warrant that was fully exercised in connection with our IPO.

Interest income increased $5.4 million to $14.4 million for the nine months ended September 30, 2007 compared to $9.0 million for the nine months ended September 30, 2006. The increase was primarily attributable to an increase in the funds available to be invested in interest bearing securities.

Income taxes. The income tax provision was $5.6 million and $41.1 million for the nine months ended September 30, 2007 and 2006, respectively. The effective tax rate for the nine months ended September 30, 2007 was 19.7% compared to 43.1% for the nine months ended September 30, 2006. The effective tax rate was higher in the 2006 period due to nondeductible expense associated with the increase in the estimated fair value of the put warrant and the accelerated vesting of incentive stock option and restricted stock awards in connection with our IPO. The 2007 effective tax rate declined from our previous estimate of 35% to 19.7% due to a reduction in the full year estimated “income before income taxes” caused by current market conditions and an increase in the estimated tax exempt interest income, both in dollars and as a percent of “income before income taxes”.

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The Internal Revenue Service has proposed certain adjustments to our 2004 and 2005 federal income tax returns. We are contesting those adjustments and have not recognized any effect of the proposed adjustments or any associated interest or penalties based on our assessment of the positions taken in preparing our tax returns. We may not prevail on these positions and, if so, we could recognize incremental income tax expense in future periods. We have not quantified the magnitude of any such potential income tax expense.

Liquidity and Capital Resources

Our principal sources of liquidity consist of the issuance of common stock, cash and cash equivalents on hand, cash provided by operations and available borrowings under our credit agreements. We have also issued long-term debt as a source of funds, including $210.0 million aggregate principal amount of senior secured notes in December 2005 and $450.0 million aggregate principal amount of senior notes in May 2007. In addition to funding operations, our principal uses of cash have been, and are expected to be, the construction of new facilities, capital expenditures, acquisitions and debt service requirements.

The following table summarizes our sources and uses of cash and cash equivalents from our unaudited condensed consolidated statements of cash flows for the periods presented (in thousands):

	Nine Months Ended September 30,
	2007			2006
Net cash provided by operating activities	$	73,646		$	117,372
Net cash used in investing activities		(552,506	)		(16,419	)
Net cash provided by financing activities		481,031			231,979
Net increase in cash and cash equivalents	$	2,171		$	332,932

We believe that net cash provided by operating activities is useful to investors and management as a measure of the ability of our business to generate cash which can be used to meet business needs and obligations or to re-invest for future growth.

Cash provided by operating activities was $73.6 million for the nine months ended September 30, 2007 compared to $117.4 million provided by operating activities for the nine months ended September 30, 2006. Our inventory increased $29.2 million during the nine months ended September 30, 2007, primarily because of the termination of our marketing relationship with Aventine. Under the Aventine relationship, ethanol was transferred to Aventine at our facilities so that our inventory of ethanol was limited to work in process and ethanol that had not been loaded into railcars at the facilities. Our inventory balances now include ethanol in transit to customers. The inventory impact of terminating the Aventine relationship is partially offset by our marketing relationship with Cargill at our Linden, Albion and Bloomingburg facilities. Like the Aventine relationship, the Cargill relationship reduces our inventory requirements at those facilities as compared to our other facilities. As we add additional facilities, we expect that our total working capital requirements will increase. At September 30, 2007, we had total unrestricted cash and cash equivalents of $320.2 million compared to $362.7 million at September 30, 2006.

Cash used in investing activities was $552.5 million for the nine months ended September 30, 2007 compared to cash used of $16.4 million for the nine months ended September 30, 2006. The increase primarily resulted from construction expenditures, the cash portion of the purchase price of the ASA Acquisition, and the acquisitions of other fixed assets in the 2007 period. In addition, $44.3 million was spent from escrowed cash for the construction of our Charles City facility.

Cash provided by financing activities for the nine months ended September 30, 2007 was $481.0 million compared to $232.0 million provided by financing activities for the nine months ended September 30, 2006. The 2006 period included debt issuance costs and net proceeds from our IPO. The 2007 period included proceeds from long-term debt and debt issuance costs.

As of September 30, 2007, we had total debt of $879.3 million, net of $3.1 million of unaccreted debt discount. In addition, we had $6.5 million of letters of credit issued but not drawn under our $30.0 million credit agreement, leaving $23.5 million of borrowing capacity under that agreement at September 30, 2007. The amount undrawn on the Senior Credit Facility was $60.1 million as of September 30, 2007.

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Our financial position and liquidity are, and will be, influenced by a variety of factors, including:

• our ability to generate cash flows from operations;

• the level of our outstanding indebtedness and the interest we are obligated to pay on this indebtedness; and

• our capital expenditure requirements, which consist primarily of plant construction and the purchase of equipment.

We intend to fund our principal liquidity and capital resource requirements through cash and cash equivalents, cash provided by operations and borrowings under our credit agreements.

In addition to the construction of our planned Hartley, Welcome, Bloomingburg and Reynolds facilities and oil extraction units at our Aurora, Charles City and Fort Dodge facilities, we also may consider additional opportunities for growing our production capacity, including the development of additional sites and the expansion of one or more of our existing facilities. Acquisitions or further expansion of our operations could cause our indebtedness, and our ratio of debt to equity, to increase. The indentures governing our 2012 Notes and 2017 Notes and the terms of our credit agreements limit our ability to incur additional debt and could restrict our ability to make acquisitions and expand our facilities.

We expect to make capital expenditures of between $125 million and $150 million for the remainder of 2007. For all of 2007, we expect to spend between $425 million and $475 million for the construction of our previously announced ethanol production facilities, the purchase and installation of corn oil extraction equipment, facility maintenance, terminal infrastructure, cellulosic ethanol projects, operational improvements and further development of possible ethanol facility sites. During the nine months ended September 30, 2007, we spent $302.4 million for the purchase of property and equipment, in addition to $44.3 million spent from escrowed cash for the construction of our Charles City facility.

We have no off-balance sheet arrangements.

Critical Accounting Estimates

Our MD&A is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements requires the use of estimates and assumptions about matters that are inherently uncertain and that affect the carrying value of our assets and liabilities. We consider an accounting estimate to be critical if:

• the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made; and

• changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

Management has discussed the development and selection of critical accounting estimates with the Audit Committee of our Board of Directors and the Audit Committee has reviewed our MD&A.

Revenue recognition. Revenue from the production of ethanol and its co-products is recorded when title transfers to customers. Shipping and handling charges to customers are included in revenues. In accordance with our prior marketing agreement with Aventine, sales through March 31, 2007 were recorded when products were shipped from our production facilities, net of commissions retained by Aventine at the time payment was remitted. As of April 1, 2007, we commenced direct sales of our ethanol to customers. Our sales of ethanol are now generally recognized upon delivery to our customers at terminals or other locations, rather than upon shipment from our plants, except for sales to Cargill from our plants at Linden, Indiana and Albion, Nebraska, where sales are recognized upon shipment from the plants.

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Derivative instruments and hedging activities. Derivatives are recognized on the balance sheet at their fair value. On the date the derivative contract is entered, we may designate the derivative as a hedge of a forecasted transaction or for the variability of cash flows to be received or paid related to a recognized asset or liability, which we refer to as a “cash flow” hedge. Changes in the fair value of derivatives that are highly effective as, and that are designated and qualify as, a cash flow hedge are recorded in other comprehensive income, net of tax effect, until earnings are affected by the variability of cash flows (e.g., when periodic settlements on a variable rate asset or liability are recorded in earnings). Effectiveness is measured on a quarterly basis using the cumulative dollar offset method.

To reduce price risk caused by market fluctuations, we generally follow a policy of using exchange traded futures contracts to reduce our net position of merchandisable agricultural commodity inventories and forward cash purchase and sales contracts and use exchange traded futures contracts to reduce price risk under fixed price ethanol sales. Forward contracts, in which delivery of the related commodity has occurred, are valued at market price with changes in market price recorded in cost of goods sold. Unrealized gains and losses on forward contracts, in which delivery has not occurred, are deemed “normal purchases and normal sales” under SFAS No. 133, as amended, unless designated otherwise, and therefore are not marked to market in our financial statements. Forward contracts designated otherwise are marked to market.

When hedge accounting is discontinued because it is probable that a forecasted transaction will not occur, the derivative will continue to be carried on the balance sheet at its fair value, and gains and losses that were accumulated in other comprehensive income will be recognized immediately in earnings. In all other situations in which hedge accounting is discontinued, the derivative will be carried at its fair value on the balance sheet, with subsequent changes in its fair value recognized in current-period income.

Stock-based compensation. Effective January 1, 2006, we adopted SFAS No. 123R, utilizing the modified prospective application method. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values.

We use the Black-Scholes single option pricing model to determine the fair value for employee stock options, which can be affected by our stock price and several subjective assumptions, including:

• expected stock price volatility — since we only recently became a publicly-traded company, we base a portion of this estimate on that of a comparable publicly-traded company;

• expected forfeiture rate — we base this estimate on historic forfeiture rates, which may not be indicative of actual future forfeiture rates; and

• expected term — we base this estimate on the mid-point between the average vesting period and expiration date, which may not equal the actual option term.

If the estimates we use to calculate the fair value for employee stock options differ from actual results, we may be exposed to gains or losses that could be material.

Property and equipment: Property and equipment are stated at cost. Depreciation is computed by the straight-line method over the estimated useful lives set forth below. Changes in circumstances such as technological advances or changes to our business model could result in actual useful lives differing from these estimates.

	Years
Land improvements	10-39
Buildings and improvements	7-40
Machinery and equipment
• Railroad equipment (side track, locomotive and other)	20-39
• Facility equipment (large tanks, fermenters and other equipment)	20-39
• Other	5-7
Office furniture and equipment	3-10

Maintenance, repairs and minor replacements are charged to operations while major replacements and improvements are capitalized.

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Construction in progress will be depreciated upon the commencement of operations of the property.

Goodwill and long-lived assets: The test for goodwill impairment is a two-step process and is performed on at least an annual basis. The first step is a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If this step reflects impairment, then the loss would be measured in the second step as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of fair value of the reporting unit over the fair value of all identified assets and liabilities. We test the recoverability of all other long-lived assets, including finite life intangible assets, whenever events or circumstances indicate that the carrying value may not be recoverable. If these other assets were determined to be impaired, the loss would be measured as the amount by which the carrying value of the asset exceeds its fair value. In assessing the recoverability of our long-lived assets, management relies on a number of assumptions including operating results and business strategy. Changes in these factors or changes in the economic environment in which we operate may result in future impairment charges.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following section discusses significant changes in market risks since our latest fiscal year end. You should read this discussion in conjunction with the disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2006 and described in Part II, Item 1A of this quarterly report.

In addition to risks inherent in our operations, as a commodity-based business we are subject to a variety of market factors, including the price relationship between ethanol and corn as shown in the following graph:

(1) Ethanol prices are based on the monthly average of the daily closing price of U.S. average ethanol rack prices quoted by Bloomberg, L.P. The corn prices are based on the monthly average of the daily closing prices of the nearby corn futures quoted by the Chicago Board of Trade (“CBOT”) and assume a conversion rate of 2.8 gallons of ethanol produced per bushel of corn. The comparison between the ethanol and corn prices presented does not reflect the costs of producing ethanol other than the cost of corn and should not be used as a measure of future results. This comparison also does not reflect the revenues received from the sale of distillers grains.

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We consider market risk to be the potential loss arising from adverse changes in market rates and prices. We are subject to significant market risk with respect to the price of ethanol, our principal product, and the price and availability of corn, the principal commodity used in our ethanol production process. In general, ethanol prices are influenced by the supply and demand for gasoline, the availability of substitutes and the effect of laws and regulations. Higher corn costs result in lower profit margins and, therefore, represent unfavorable market conditions. Historically, we have not been able to pass along increased corn costs to our ethanol customers. The availability and price of corn are subject to wide fluctuations due to unpredictable factors such as weather conditions during the corn growing season, carry-over from the previous crop year and current crop year yield, governmental policies with respect to agriculture and international supply and demand. Corn costs represented approximately 59.7% of our total cost of goods sold for the nine months ended September 30, 2007 compared to 46.0% for the nine months ended September 30, 2006. Over the ten-year period from 1997 through 2006, corn prices (based on the CBOT daily futures data) have ranged from a low of $1.75 per bushel on August 11, 2000 to a high of $3.90 per bushel on December 29, 2006 with prices averaging $2.32 per bushel during this period. At November 5, 2007, the CBOT price per bushel of corn for December delivery was $3.75.

Corn prices increased significantly in the fourth quarter of 2006 and have remained in 2007 at substantially higher levels than in 2006. In the first nine months of 2007, CBOT corn prices have ranged from a low of $3.08 per bushel to a high of $4.37 per bushel, with prices averaging $3.67 per bushel, compared to CBOT corn prices in the first nine months of 2006 that ranged from a low of $2.03 per bushel to a high of $2.67 per bushel, with prices averaging $2.34 per bushel. These higher corn prices contributed to adverse comparisons in the three-month and nine-month periods ended September 30, 2007 to the same 2006 period in our cost of goods sold, gross profit, operating income, net income and EBITDA, and we anticipate these higher corn prices will continue to adversely affect such year-over-year comparisons through 2007.

We are also subject to market risk with respect to our supply of natural gas that is consumed in the ethanol production process and has been historically subject to volatile market conditions. Natural gas prices and availability are affected by weather conditions and overall economic conditions. Natural gas costs represented 10.1% of our cost of goods sold for the nine months ended September 30, 2007 compared to 16.6% for the nine months ended September 30, 2006. The price fluctuation in natural gas prices over the seven-year period from December 31, 1999 through December 31, 2006, based on the New York Mercantile Exchange, or NYMEX, daily futures data, has ranged from a low of $1.83 per MMBTU on September 26, 2001 to a high of $15.38 per MMBTU on December 23, 2005, averaging $5.63 per MMBTU during this period. At November 5, 2007, the NYMEX price of natural gas for December delivery was $8.00 per MMBTU.

We have prepared a sensitivity analysis to estimate our exposure to market risk with respect to our corn and natural gas requirements, ethanol contracts and the related exchange-traded contracts for 2006. Market risk related to these factors is estimated as the potential change in pre-tax income, resulting from a hypothetical 10% adverse change in the fair value of our corn and natural gas requirements and ethanol contracts (based on average prices for 2006) net of the corn and natural gas forward and futures contracts used to hedge our market risk with respect to our corn and natural gas requirements. The results of this analysis are set forth in the following table. Actual results may differ from these amounts due to various factors, including significant increases in the Company’s production capacity during 2007.

	Annual Volume Requirements	Units	Hypothetical Adverse Change in Price	Change in Annual Pre-Tax Income
	(In millions)			(In millions)
Ethanol	224.5	gallons	10%	$	(48.9	)
Corn	80.4	bushels	10		(17.4	)
Natural gas	6.9	MMBTU	10		(5.8	)

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As of September 30, 2007, we had contracted forward on a fixed price basis the following quantities of corn and natural gas, which represent the indicated percentages of our estimated requirements for these inputs for the next twelve months:

	Three Months Ending December 31, 2007		Three Months Ending March 31, 2008		Three Months Ending June 30, 2008		Three Months Ending September 30, 2008		Twelve Months Ending September 30, 2008
Corn (thousands of bushels) (1)	—		—		—		—		—
Percentage of estimated requirements	—	%	—	%	—	%	—	%	—	%
Natural Gas (MMBTU)	270,000		—		—		—		270,000
Percentage of estimated requirements	11.0	%	—	%	—	%	—	%	2.7	%

(1) Represents our net corn position, which includes exchange-traded futures and forward purchase contracts. Changes in the value of these contracts are recognized as income or loss in the period in which the change occurs.

The extent to which we enter into these arrangements vary substantially from time to time based on a number of factors, including supply and demand factors affecting the needs of customers or suppliers to purchase ethanol or sell us raw materials on a fixed basis, our views as to future market trends, seasonable factors and the costs of futures contracts. For example, we would expect to purchase forward a smaller percentage of our corn requirements for the fall months when prices tend to be lower.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

We carried out an evaluation at September 30, 2007, under the supervision of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on those evaluations, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As of December 31, 2006, management identified material weaknesses in our internal controls relating to accounting for derivative financial instruments, income taxes and our financial closing process. Our management worked with our Audit Committee to identify and implement corrective actions where required to improve our internal controls, including the enhancement of our reporting systems and procedures. Specifically, we enhanced our process relating to determining the fair value of derivative financial instruments. We also hired an outside service provider to assist us with income tax provisions and increased our tax personnel. Changes made in these areas were determined with the involvement of our Audit Committee, our general counsel, our Chief Financial Officer and our Chief Executive Officer. We believe these actions have remediated our weaknesses relating to accounting for derivative financial instruments and income taxes. We also believe we have taken actions necessary to remediate the remaining weaknesses by focusing additional attention and resources on our financial closing process.

We plan to continue to monitor and improve our processes and plan to hire additional accounting personnel with specific expertise to address our financial reporting requirements. In addition to our recruiting efforts, we expect that work currently underway related to our Sarbanes Oxley Section 404 compliance project will also improve our processes.

Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

Our results of operations, financial position and business outlook are highly dependent on commodity prices, which are subject to significant volatility and uncertainty, and the availability of supplies, so our results could fluctuate substantially.

Our results are substantially dependent on commodity prices, especially prices for corn, natural gas, ethanol and unleaded gasoline. As a result of the volatility of the prices for these items, our results may fluctuate substantially and we may experience periods of declining prices for our products and increasing costs for our raw materials, which could result in operating losses. Although we may attempt to offset a portion of the effects of fluctuations in prices by entering into forward contracts to supply ethanol or purchase corn, natural gas or other items or by engaging in transactions involving exchange-traded futures contracts, the amount and duration of these hedging and other risk mitigation activities may vary substantially over time and these activities also involve substantial risks. See “We engage in hedging transactions and other risk mitigation strategies that could harm our results.”

Our business is highly sensitive to corn prices and we generally cannot pass on increases in corn prices to our customers.

The principal raw material we use to produce ethanol and co-products, including dry and wet distillers grains, is corn. As a result, changes in the price of corn can significantly affect our business. In general, rising corn prices produce lower profit margins. Because ethanol competes with non-corn-based fuels, we generally are unable to pass along increased corn costs to our customers. At certain levels, corn prices may make ethanol uneconomical to use in fuel markets. Corn costs constituted approximately 59.7% of our total cost of goods sold for the nine months ended September 30, 2007, compared to 46.0% for the nine months ended September 30, 2006. Over the ten-year period from 1997 through 2006, corn prices (based on the Chicago Board of Trade (the “CBOT”) daily futures data)

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have ranged from a low of $1.75 per bushel on August 11, 2000 to a high of $3.90 per bushel on December 29, 2006, with prices averaging $2.32 per bushel during this period. At November 5, 2007, the CBOT price per bushel of corn for December delivery was $3.75.

The industry has experienced significantly higher corn prices commencing in the fourth quarter of 2006, which have remained in 2007 at substantially higher levels than in 2006. In the nine months of 2007, CBOT corn prices have ranged from a low of $3.08 per bushel to a high of $4.37 per bushel, with prices averaging $3.67 per bushel. These higher corn prices contributed to adverse comparisons in the three-month and nine-month period ended September 30, 2007 to the same 2006 periods in our cost of goods sold, gross profit, operating income, net income and EBITDA, and we anticipate these higher corn prices will continue to adversely affect such year-over-year comparisons through 2007.

The price of corn is influenced by weather conditions and other factors affecting crop yields, farmer planting decisions and general economic, market and regulatory factors. These factors include government policies and subsidies with respect to agriculture and international trade, and global and local demand and supply. The significance and relative effect of these factors on the price of corn is difficult to predict. Any event that tends to negatively affect the supply of corn, such as adverse weather or crop disease, could increase corn prices and potentially harm our business. We may also have difficulty, from time to time, in physically sourcing corn on economical terms due to supply shortages. Such a shortage could require us to suspend operations until corn is available at economical terms, which would have a material adverse effect on our business, results of operations and financial position. In addition, the price we pay for corn at a facility could increase if an additional ethanol production facility is built in the same general vicinity.

The spread between ethanol and corn prices can vary significantly and may not return to recent high levels.

Our gross margin depends principally on the spread between ethanol and corn prices. During the five-year period from 2002 through 2006, ethanol prices (based on average U.S. ethanol rack prices from Bloomberg (“Bloomberg”)) have ranged from a low of $0.94 per gallon to a high of $3.98 per gallon, averaging $1.70 per gallon during this period. For the year ended December 31, 2006, ethanol prices averaged $2.53 per gallon, reaching a high of $3.98 per gallon and a low of $1.72 per gallon (based on the daily closing prices from Bloomberg). In early 2006, the spread between ethanol and corn prices was at historically high levels, driven in large part by oil companies removing a competitive product, MTBE, from the fuel stream and replacing it with ethanol in a relatively short time period. However, this spread has fluctuated widely and narrowed significantly during 2007. Fluctuations are likely to continue to occur. Any reduction in the spread between ethanol and corn prices, whether as a result of an increase in corn prices or natural gas prices or a reduction in ethanol prices, would adversely affect our results of operations and financial position. Further, it is possible that ethanol prices could decline below our marginal cost of production, which could cause us to suspend production of ethanol at some or all of our facilities.

The market for natural gas is subject to conditions that create uncertainty in the price and availability of the natural gas that we use in our manufacturing process.

We rely upon third parties for our supply of natural gas, which is consumed in the manufacture of ethanol. The prices for and availability of natural gas are subject to volatile market conditions. These market conditions often are affected by factors beyond our control such as higher prices resulting from colder than average weather conditions and overall economic conditions. Significant disruptions in the supply of natural gas could impair our ability to manufacture ethanol for our customers. Furthermore, increases in natural gas prices or changes in our natural gas costs relative to natural gas costs paid by competitors may adversely affect our results of operations and financial position. Natural gas costs represented approximately 10.1% of our cost of goods sold for the nine months ended September 30, 2007, compared to 16.6% for the nine months ended September 30, 2006. The price fluctuations in natural gas prices over the seven-year period from December 31, 1999 through December 31, 2006, based on the New York Mercantile Exchange, or NYMEX, daily futures data, has ranged from a low of $1.83 per MMBTU on September 26, 2001 to a high of $15.38 per MMBTU on December 13, 2005, averaging $5.63 per MMBTU during this period. At November 5, 2007, the NYMEX price of natural gas for December delivery was $8.00 per MMBTU.

Fluctuations in the selling price and production cost of gasoline may reduce our profit margins.

Ethanol is marketed both as an important gasoline component to reduce vehicle emissions from gasoline and as an octane enhancer to improve the octane rating of gasoline with which it is blended. As a result, ethanol prices are influenced by the supply and demand for gasoline and our results of operations and financial position may be materially adversely affected if gasoline demand or prices decrease.

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Historically, the price of a gallon of gasoline has been lower than the cost to produce a gallon of ethanol. In addition, some of our sales contracts provide for pricing on an indexed basis, so that the price we receive for products sold under these arrangements is adjusted as gasoline prices change.

We may not realize the expected benefits from the ethanol facilities acquired from ASAlliances Biofuels, LLC in the time frame anticipated or at all.

The expected benefits of our acquisition of three ethanol facilities from ASAlliances Biofuels, LLC will depend, in part, on the timely construction and operation of the acquired ethanol facilities, which involve the following risks, among others:

• Failure of contractors to meet construction milestones; and

• Our inability to achieve the expected production schedules of the acquired ethanol facilities.

The expected benefits of the transaction also depend on the timely and efficient integration of the operations and personnel of the acquired ethanol facilities. The risks involved in this integration include, among others:

• Disruption of our ongoing business and distraction of management;

• Loss of key employees of the acquired ethanol facilities; and

• Loss of, or disputes with, existing service providers and suppliers of the acquired ethanol facilities.

We may also encounter unforeseen obstacles or costs in the timely construction and operation of the acquired ethanol facilities and the integration of such ethanol facilities. The presence of one or more material liabilities of the acquired ethanol facilities that are unknown to us at the time of acquisition may have a material adverse effect on our business.

We are also dependent on Cargill and its subsidiaries for various services at the acquired ethanol facilities, including corn procurement, the marketing and sale of ethanol and distillers grains produced at the facilities and risk management. As a result, our results of operations and financial position may be adversely affected if Cargill does not perform these services in an effective manner.

We may be required to write down the value of our goodwill.

As of September 30, 2007, we had $192.5 million of goodwill resulting from the ASA Acquisition. Current accounting rules require that goodwill and certain intangible assets be assessed for impairment using fair value measurement techniques. If the carrying amount of a reporting unit exceeds its fair value, then a goodwill impairment test is performed to measure the amount of the impairment loss, if any. The goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as in a business combination. Determining the fair value of the implied goodwill is judgmental in nature and often involves the use of significant estimates and assumptions. These estimates and assumptions could have a significant impact on whether or not an impairment charge is recognized and also the magnitude of any such charge. Estimates of fair value are primarily determined using discounted cash flows and market comparisons. These approaches use significant estimates and assumptions, including projection and timing of future cash flows, discount rates reflecting the risk inherent in future cash flows, perpetual growth rates, determination of appropriate market comparables, and determination of whether a premium or discount should be applied to comparables. The plans and estimates used to value these assets may be incorrect. If our actual results are worse than the plans and estimates we used to assess the recoverability of ASA assets in connection with the ASA Acquisition, or our plans and estimates are otherwise incorrect, we could incur impairment charges relating to the goodwill resulting from the ASA Acquisition, including up to the full $192.5 million of goodwill.

Our business is subject to seasonal fluctuations.

Our operating results are influenced by seasonal fluctuations in the price of our primary operating inputs, corn and natural gas, and the price of our primary product, ethanol. The spot price of corn tends to rise during the spring planting season in May and June and

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tends to decrease during the fall harvest in October and November. The price for natural gas, however, tends to move opposite that of corn and tends to be lower in the spring and summer and higher in the fall and winter. In addition, our ethanol prices are substantially correlated with the price of unleaded gasoline especially in connection with any indexed, gas-plus sales contracts we may have. The price of unleaded gasoline tends to rise during each summer and winter. Given our limited history and the growth of our industry, we do not know yet how these seasonal fluctuations will affect our results over time.

We engage in hedging transactions and other risk mitigation strategies that could harm our results of operations.

In an attempt to partially offset the effects of volatility of ethanol prices and corn and natural gas costs, we enter into contracts to supply a portion of our ethanol production or purchase a portion of our corn or natural gas requirements on a forward basis and also engage in other hedging transactions involving exchange-traded futures contracts for corn, natural gas and unleaded gasoline from time to time. The price of unleaded gasoline also affects the price we receive for our ethanol under indexed contracts. The financial statement impact of these activities is dependent upon, among other things, the prices involved and our ability to sell sufficient products to use all of the corn and natural gas for which we have futures contracts. Hedging arrangements also expose us to the risk of financial loss in situations where the other party to the hedging contract defaults on its contract or, in the case of exchange-traded contracts, where there is a change in the expected differential between the underlying price in the hedging agreement and the actual prices paid or received by us. Hedging activities can themselves result in losses when a position is purchased in a declining market or a position is sold in a rising market. A hedge position is often settled in the same time frame as the physical commodity is either purchased (corn and natural gas) or sold (ethanol). Hedging losses may be offset by a decreased cash price for corn and natural gas and an increased cash price for ethanol. We also vary the amount of hedging or other risk mitigation strategies we undertake, and we may choose not to engage in hedging transactions at all. As a result, our results of operations and financial position may be adversely affected by increases in the price of corn or natural gas or decreases in the price of ethanol or unleaded gasoline.

We may become in default under the Senior Credit Facility as a result of actions of third parties that are unrelated to our business.

The Senior Credit Facility contains customary events of default and also includes events of default based on certain actions by Fagan, the design-builder of the Linden, Albion and Bloomingburg facilities, Cargill, and other third parties that provide goods and services to the facilities, including actions that are unrelated to the construction and operation of the facilities. In particular, the material breach by any such third parties of their agreements relating to the facilities, the failure of any such third parties to pay their indebtedness, including trade payables, and the entry of material judgments or the occurrence of an insolvency event with respect to any such third party would constitute an event of default under the Senior Credit Facility. We have no control over such third parties and could experience an event of default with no ability to cure the default. In that event, the lenders could demand payment of all indebtedness outstanding under the Senior Credit Facility under circumstances where alternative financing may be unavailable or available on unfavorable terms. If we were unable to obtain alternative financing to pay the Senior Credit Facility, the lenders could foreclose on the Linden, Albion, and Bloomingburg facilities and we could lose our investment in those facilities.

We may not achieve anticipated operating results and our financial position may be adversely affected if we do not successfully develop our corn oil extraction business.

Our anticipated operating results and financial position may depend in part on our ability to develop and operate our planned corn oil extraction facilities successfully. We plan to extract corn oil from distillers grains, a co-product of the ethanol production process, and to sell the oil or convert it into biodiesel. We have contracted with Crown Iron Works Company for the purchase of corn oil extraction equipment. Large scale extraction of corn oil from distillers grains, as we contemplate, is unproven, and we may not achieve planned operating results. Our operating results and financial position will be affected by events or conditions associated with the development, operation and cost of the planned corn oil extraction equipment, including:

• the outcome of negotiations with government agencies, vendors, customers or others, including, for example, our ability to negotiate favorable contracts with customers, or the development of reliable markets;

• changes in development and operating conditions and costs, including costs of services, equipment and construction;

• unforeseen technological difficulties, including problems that may delay startup or interrupt production or that may lead to unexpected downtime, or construction delays;

• corn prices and other market conditions, including competition from other producers of corn oil;

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• government regulation; and

• development of transportation, storage and distribution infrastructure supporting the facilities and the biodiesel industry generally.

We are subject to and will become subject to additional financial reporting and other requirements for which our accounting, internal audit and other management systems and resources may not be adequately prepared.

We are subject to and will become subject to additional reporting and other obligations under the Securities Exchange Act of 1934, as amended, including the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 no later than December 31, 2007. Section 404 requires annual management assessment of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments. These reporting and other obligations will increasingly place significant demands on our management, administrative, operational, internal audit, tax and accounting resources. We are implementing additional financial and management controls, reporting systems and procedures and an internal audit function and are hiring additional accounting, internal audit and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies could be impaired. In connection with the audit of our financial statements for the fiscal year ended December 31, 2006, we identified several material weaknesses in our internal controls over financial reporting relating to inadequate monitoring of accounting recognition matters and significant accounting estimates, including derivative financial instruments and income taxes, and deficiencies in our financial closing process. We have remediated these weaknesses, but we cannot assure you that we will have no future deficiencies or weaknesses in our internal controls over financial reporting.

We are substantially dependent on our production facilities, and any operational disruption could result in a reduction of our sales volumes and could cause us to incur substantial losses.

Most of our revenues are and will continue to be derived from the sale of ethanol and the related co-products that we produce at our facilities. Our operations may be subject to significant interruption if any of our facilities experiences a major accident or is damaged by severe weather or other natural disasters. In addition, our operations may be subject to labor disruptions and unscheduled downtime, or other operational hazards inherent in our industry, such as equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation accidents and natural disasters. Some of these operational hazards may cause personal injury or loss of life, severe damage to or destruction of property and equipment or environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties. Our insurance may not be adequate to fully cover the potential operational hazards described above and we may not be able to renew this insurance on commercially reasonable terms or at all.

We may not be able to implement our expansion strategy as planned or at all.

We plan to grow our business by investing in new or existing facilities and to pursue other business opportunities, such as marketing VE85^TM and other ethanol-blended fuel. We believe that there is increasing competition for suitable facility sites. We may not find suitable additional sites for construction of new facilities or other suitable expansion opportunities.

We may need additional financing to implement our expansion strategy and we may not have access to the funding required for the expansion of our business or such funding may not be available to us on acceptable terms. We may finance the expansion of our business with additional indebtedness or by issuing additional equity securities. We could face financial risks associated with incurring additional indebtedness, such as reducing our liquidity and access to financial markets and increasing the amount of cash flow required to service such indebtedness.

We must also obtain numerous regulatory approvals and permits in order to construct and operate additional or expanded facilities, including our Hartley, Welcome, Bloomingburg and Reynolds facilities. These requirements may not be satisfied in a timely manner or at all. In addition, as described below under “We may be adversely affected by environmental, health and safety laws, regulations and liabilities,” federal and state governmental requirements may substantially increase our costs, which could have a material adverse effect on our results of operations and financial position. Our expansion plans may also result in other unanticipated adverse consequences, such as the diversion of management’s attention from our existing operations.

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Our construction costs may also increase to levels that would make a new facility too expensive to complete or unprofitable to operate. Our construction contracts with respect to the construction of our facilities generally do not limit our exposure to higher costs. Contractors, engineering firms, construction firms and equipment suppliers also receive requests and orders from other ethanol companies and, therefore, we may not be able to secure their services or products on a timely basis or on acceptable financial terms. We may suffer significant delays or cost overruns as a result of a variety of factors, such as shortages of workers or materials, transportation constraints, adverse weather, unforeseen difficulties or labor issues, any of which could prevent us from commencing operations as expected at our facilities.

Our expansion strategy also depends on prevailing market conditions for the price of ethanol and the costs of corn and natural gas and our expectations of future market conditions. We recently suspended construction of our Reynolds facility due to market conditions. If market conditions do not improve as anticipated, we could lose our investment in this facility and could incur additional costs associated with terminating various construction contracts. We also may not proceed with construction at other development sites and could incur losses associated our investments in those sites.

Additionally, any expansion of our existing facilities or any installation of corn oil extraction system at one of our existing facilities would be sufficiently novel and complex that we may not be able to complete either successfully or without incurring significant cost overruns and construction delays. We have only limited experience with facility expansion and we have never installed large-scale, corn oil extraction systems at our facilities.

Accordingly, we may not be able to implement our expansion strategy as planned or at all. We may not find additional appropriate sites for new facilities and we may not be able to finance, construct, develop or operate these new or expanded facilities successfully.

Potential future acquisitions could be difficult to find and integrate, divert the attention of key personnel, disrupt our business, and adversely affect our financial results.

As part of our business strategy, we may consider acquisitions of building sites, production facilities, storage or distribution facilities and selected infrastructure. We may not find suitable acquisition opportunities.

Acquisitions involve numerous risks, any of which could harm our business, including:

• difficulties in integrating the operations, technologies, products, existing contracts, accounting processes and personnel of the target and realizing the anticipated synergies of the combined businesses;

• difficulties in building an ethanol plant on a site we purchase, including obtaining zoning and other required permits;

• risks relating to environmental hazards on sites we purchase;

• risks relating to acquiring or developing the infrastructure needed for facilities or sites we may acquire, including access to rail networks;

• difficulties in supporting and transitioning customers, if any, of the target company or assets;

• diversion of financial and management resources from existing operations;

• the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

• risks of entering new markets or areas in which we have limited or no experience or are outside our core competencies;

• potential loss of key employees, customers and strategic alliances from either our current business or the business of the target;

• assumption of unanticipated problems or latent liabilities, such as problems with the quality of the products of the target; and

• inability to generate sufficient revenue to offset acquisition costs and development costs.

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Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairments, periodic amortization, or both that could harm our financial results. As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business and financial results.

Growth in the sale and distribution of ethanol is dependent on the changes to and expansion of related infrastructure which may not occur on a timely basis, if at all, and our operations could be adversely affected by infrastructure disruptions.

Substantial development of infrastructure will be required by persons and entities outside of our control for our operations, and the ethanol industry generally, to grow. Areas requiring expansion include, but are not limited to:

• rail capacity;

• storage facilities for ethanol;

• truck fleets capable of transporting ethanol within localized markets;

• refining and blending facilities to handle ethanol;

• service stations equipped to handle ethanol fuels; and

• the fleet of Flexible Fuel Vehicles, or FFVs, capable of using E85 fuel.

Substantial investments required for these infrastructure changes and expansions may not be made or they may not be made on a timely basis. Any delay or failure in making the changes to or expansion of infrastructure could hurt the demand or prices for our products, impede our delivery of products, impose additional costs on us or otherwise have a material adverse effect on our results of operations or financial position. Our business is dependent on the continuing availability of infrastructure and any infrastructure disruptions could have a material adverse effect on our business.

We have a limited operating history and our business may not be as successful as we envision.

We began our business in 2001, and our operating facilities have less than five years of commercial operations. Accordingly, we have a limited operating history from which you can evaluate our business and prospects. In addition, our prospects must be considered in light of the risks and uncertainties encountered by a company with limited operating history in rapidly evolving markets, such as the ethanol market, where supply and demand may change significantly in a short amount of time.

Some of these risks relate to our potential inability to:

• effectively manage our business and operations;

• successfully execute our plan to sell our ethanol directly to customers;

• recruit and retain key personnel;

• successfully maintain a low-cost structure as we expand the scale of our business;

• manage rapid growth in personnel and operations;

• develop new products that complement our existing business; and

• successfully address the other risks described throughout this report.

If we cannot successfully address these risks, our business and our results of operations and financial position would suffer.

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New plants under construction or decreases in the demand for ethanol may result in excess production capacity in our industry.

According to the RFA, domestic ethanol production capacity will have increased from 1.8 BGY as of January 2001 to more than seven billion gallons by the end of 2007. The RFA estimates that, as of November 1, 2007, approximately 6.4 BGY of additional production capacity is under construction. The ethanol industry in the U.S. now consists of more than 130 production facilities. Excess capacity in the ethanol industry would have an adverse effect on our results of operations, cash flows and financial position. In a manufacturing industry with excess capacity, producers have an incentive to manufacture additional products for so long as the price exceeds the marginal cost of production (i.e., the cost of producing only the next unit, without regard for interest, overhead or fixed costs). This incentive can result in the reduction of the market price of ethanol to a level that is inadequate to generate sufficient cash flow to cover costs.

Excess capacity may also result from decreases in the demand for ethanol, which could result from a number of factors, including, but not limited to, regulatory developments and reduced U.S. gasoline consumption. Reduced gasoline consumption could occur as a result of increased prices for gasoline or crude oil, which could cause businesses and consumers to reduce driving or acquire vehicles with more favorable gasoline mileage. There is some evidence that this has occurred in the recent past as U.S. gasoline prices have increased.

We may not be able to compete effectively in our industry.

In the U.S., we compete with other corn processors, ethanol producers and refiners, including Archer Daniels Midland Company, POET, LLC, US BioEnergy Corporation, Hawkeye Renewables, LLC, Aventine Renewable Energy Holdings, Inc., and Cargill. As of November 1, 2007, the top five producers accounted for approximately 46% of the ethanol production capacity in the U.S. according to the RFA. A number of our competitors are divisions of substantially larger enterprises and have substantially greater financial resources than we do. Smaller competitors also pose a threat. Farmer-owned cooperatives and independent firms consisting of groups of individual farmers and investors have been able to compete successfully in the ethanol industry. These smaller competitors operate smaller facilities that do not affect the local price of corn grown in the proximity of the facility as much as larger facilities like ours do. In addition, many of these smaller competitors are farmer owned and often require their farmer-owners to commit to selling them a certain amount of corn as a requirement of ownership. A significant portion of production capacity in our industry consists of smaller-sized facilities. Most new ethanol plants under development across the country are individually owned. In addition, institutional investors and high net worth individuals could heavily invest in ethanol production facilities and oversupply the demand for ethanol, resulting in lower ethanol price levels that might adversely affect our results of operations and financial position.

In addition to domestic competition, we also face increasing competition from international suppliers. Currently there is a $0.54 per gallon tariff on foreign produced ethanol which is scheduled to expire January 1, 2009. If this tariff is not renewed, we would face increased competition from international suppliers. Ethanol imports equivalent up to 7% of total domestic production in any given year from various countries were exempted from this tariff under the Caribbean Basin Initiative to spur economic development in Central America and the Caribbean. Currently, international suppliers produce ethanol primarily from sugar cane and have cost structures that may be substantially lower than ours.

Any increase in domestic or foreign competition could cause us to reduce our prices and take other steps to compete effectively, which could adversely affect our results of operations and financial position.

Our operating results may suffer if our direct marketing and sales efforts are not effective.

On March 31, 2007 we terminated our agreements with Aventine regarding the marketing and sale of our ethanol and, on April 1, 2007, we commenced direct sales of our ethanol to customers. In connection with this activity, we have established our own marketing, transportation and storage infrastructure. We lease tanker railcars and have contracted with storage depots near our customers and at our strategic locations for efficient delivery of our finished ethanol product. We have also hired a marketing and sales force, as well as logistical and other operational personnel to staff our distribution activities. The marketing, sales, distribution, transportation, storage or administrative efforts we have implemented may not achieve results comparable to those achieved by marketing through Aventine. Any failure to successfully execute these efforts would have a material adverse effect on our results of operations and financial position. Our financial results in 2007 also may be adversely affected by our need to establish inventory in storage locations to facilitate this transition.

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Further, ethanol produced at our Linden, Albion and Bloomingburg facilities is or will be marketed by Cargill under agreements that remained in place after closing of the ASA Acquisition. We compete with Cargill for sales of ethanol and distillers grains. Our direct marketing and sales efforts may be less efficient as a result of the marketing relationship we have with Cargill for a portion of our production.

Operations at our new facilities and our additional planned facilities are subject to various uncertainties, which may cause them to not achieve results comparable to our Aurora and Fort Dodge facilities.

Test operations began at our Fort Dodge facility in September 2005. During this time, a failure occurred in a key piece of equipment. This failure, which has been remedied by installation of replacement equipment from a new supplier, delayed our startup process. In October 2005, we recommenced our startup activities at the plant and are now operating at full capacity. As new plants, our Charles City, Linden and Albion facilities are subject, and our additional planned facilities will be subject, to various uncertainties as to their ability to produce ethanol and co-products as planned, including the potential for additional failures of key equipment. Due to these uncertainties, the results of our new facilities or our additional planned facilities may not be comparable to those of our Aurora, Fort Dodge and Charles City facilities.

The U.S. ethanol industry is highly dependent upon federal and state legislation and regulation and any changes in legislation or regulation could materially and adversely affect our results of operations and financial position.

The elimination or significant reduction in the blenders’ credit could have a material adverse effect on our results of operations and financial position. The cost of production of ethanol is made significantly more competitive with regular gasoline by federal tax incentives. Before January 1, 2005, the federal excise tax incentive program allowed gasoline distributors who blended ethanol with gasoline to receive a federal excise tax rate reduction for each blended gallon they sold. If the fuel was blended with 10% ethanol, the refiner/marketer paid $0.052 per gallon less tax, which equated to an incentive of $0.52 per gallon of ethanol. The $0.52 per gallon incentive for ethanol was reduced to $0.51 per gallon in 2005 and is scheduled to expire in 2010. The blenders’ credits could be eliminated or reduced at any time through an act of Congress and may not be renewed in 2010 or may be renewed on different terms. In addition, the blenders’ credits, as well as other federal and state programs benefiting ethanol (such as tariffs), generally are subject to U.S. government obligations under international trade agreements, including those under the World Trade Organization Agreement on Subsidies and Countervailing Measures, and might be the subject of challenges thereunder, in whole or in part. The elimination or significant reduction in the blenders’ credit or other programs benefiting ethanol may have a material adverse effect on our results of operations and financial position.

Ethanol can be imported into the U.S. duty-free from some countries, which may undermine the ethanol industry in the U.S. Imported ethanol is generally subject to a $0.54 per gallon tariff that was designed to offset the $0.51 per gallon ethanol incentive available under the federal excise tax incentive program for refineries that blend ethanol in their fuel. A special exemption from the tariff exists for ethanol imported from 24 countries in Central America and the Caribbean Islands, which is limited to a total of 7% of U.S. production per year. Imports from the exempted countries may increase as a result of new plants under development. Since production costs for ethanol in these countries are estimated to be significantly less than what they are in the U.S., the duty-free import of ethanol through the countries exempted from the tariff may negatively affect the demand for domestic ethanol and the price at which we sell our ethanol. Although the $0.54 per gallon tariff has been extended through December 31, 2008, bills were previously introduced in both the U.S. House of Representatives and U.S. Senate to repeal the tariff. We do not know the extent to which the volume of imports would increase or the effect on U.S. prices for ethanol if the tariff is not renewed beyond its current expiration. Any changes in the tariff or exemption from the tariff could have a material adverse effect on our results of operations and financial position. In addition, the North America Free Trade Agreement, or NAFTA, which entered into force on January 1, 1994, allows Canada and Mexico to export ethanol to the United States duty-free or at a reduced rate. Canada is exempt from duty under the current NAFTA guidelines, while Mexico’s duty rate is $0.10 per gallon.

The effect of the RFS in the Energy Policy Act of 2005 is uncertain. The Acts eliminated the mandated use of oxygenates and established minimum nationwide levels of renewable fuels (ethanol, biodiesel or any other liquid fuel produced from biomass or biogas) to be included in gasoline. The elimination of the oxygenate requirement for reformulated gasoline may result in a decline in ethanol consumption, which in turn could have a material adverse effect on our results of operations and financial condition. The legislation also included provisions for trading of credits for use of renewable fuels and authorized potential reductions in the RFS minimum by action of a governmental administrator.

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The mandated minimum level of use of renewable fuels in the RFS is significantly below projected ethanol production levels. Excess production capacity in our industry would negatively affect our results of operations, financial position and cash flows. See “New plants under construction or decreases in the demand for ethanol may result in excess production capacity in our industry.”

Waivers of the RFS minimum levels of renewable fuels included in gasoline could have a material adverse affect on our results of operations. Under the Energy Policy Act of 2005, the U.S. Department of Energy, in consultation with the Secretary of Agriculture and the Secretary of Energy, may waive the renewable fuels mandate with respect to one or more states if the Administrator of the U.S. Environmental Protection Agency, or U.S. “EPA”, determines that implementing the requirements would severely harm the economy or the environment of a state, a region or the U.S., or that there is inadequate supply to meet the requirement. Any waiver of the RFS with respect to one or more states would adversely offset demand for ethanol and could have a material adverse effect on our results of operations and financial condition.

We may be adversely affected by environmental, health and safety laws, regulations and liabilities.

We are subject to various federal, state and local environmental laws and regulations, including those relating to the discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety of our employees. In addition, some of these laws and regulations require our facilities to operate under permits that are subject to renewal or modification. These laws, regulations and permits can often require expensive pollution control equipment or operational changes to limit actual or potential impacts to the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocations and/or facility shutdowns. In addition, we have made, and expect to make, significant capital expenditures on an ongoing basis to comply with increasingly stringent environmental laws, regulations and permits.

We may be liable for the investigation and cleanup of environmental contamination at each of the properties that we own or operate and at off-site locations where we arrange for the disposal of hazardous substances. If these substances have been or are disposed of or released at sites that undergo investigation and/or remediation by regulatory agencies, we may be responsible under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, or other environmental laws for all or part of the costs of investigation and/or remediation, and for damages to natural resources. We may also be subject to related claims by private parties alleging property damage and personal injury due to exposure to hazardous or other materials at or from those properties. Some of these matters may require us to expend significant amounts for investigation, cleanup or other costs.

In addition, new laws, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments could require us to make additional significant expenditures. Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at our production facilities. Present and future environmental laws and regulations (and interpretations thereof) applicable to our operations, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial expenditures that could have a material adverse effect on our results of operations and financial position.

The hazards and risks associated with producing and transporting our products (such as fires, natural disasters, explosions, and abnormal pressures and blowouts) may also result in personal injury claims or damage to property and third parties. As protection against operating hazards, we maintain insurance coverage against some, but not all, potential losses. However, we could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage. Events that result in significant personal injury or damage to our property or third parties or other losses that are not fully covered by insurance could have a material adverse effect on our results of operations and financial position.

We are dependent upon our officers for management and direction, and the loss of any of these persons could adversely affect our operations and results.

We are dependent upon our officers for implementation of our proposed expansion strategy and execution of our business plan. The loss of any of our officers could have a material adverse effect upon our results of operations and financial position. We do not have employment agreements with our officers or other key personnel. In addition, we do not maintain “key person” life insurance for any of our officers. The loss of any of our officers could delay or prevent the achievement of our business objectives.

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Our competitive position, financial position and results of operations may be adversely affected by technological advances and our efforts to anticipate and employ such technological advances may prove unsuccessful.

The development and implementation of new technologies may result in a significant reduction in the costs of ethanol production. For instance, any technological advances in the efficiency or cost to produce ethanol from inexpensive, cellulosic sources such as wheat, oat or barley straw could have an adverse effect on our business, because our facilities are designed to produce ethanol from corn, which is, by comparison, a raw material with other high value uses. We do not predict when new technologies may become available, the rate of acceptance of new technologies by our competitors or the costs associated with new technologies. In addition, advances in the development of alternatives to ethanol could significantly reduce demand for or eliminate the need for ethanol.

We plan to invest over time on projects and companies engaged in research, development and commercialization of processes for conversion of cellulosic material to ethanol. These investments will be early- and mid-stage and highly speculative. The use of cost-effective and efficient cellulosic material in the production of ethanol is unproven. There is no assurance when, if ever, commercially viable technology will be developed. Nor can there be any assurance that we can identify suitable investment opportunities, that such development will be the product of any investment we make in this technology and that we will not lose our investments in whole or in part, or that if developed by others it will be available to producers such as us on commercially reasonable terms.

Any advances in technology which require significant unanticipated capital expenditures to remain competitive or which reduce demand or prices for ethanol would have a material adverse effect on our results of operations and financial position.

Insiders control a significant portion of our common stock and their interests may differ from those of other shareholders.

As of November 5, 2007, our executive officers and directors as a group beneficially own approximately 38.7% of our outstanding common stock, including Donald L. Endres, our Chief Executive Officer, who beneficially owns approximately 35.4% of our outstanding common stock. The interests of these shareholders may not always coincide with our interests as a company or the interests of other shareholders. The sale or prospect of sale of a substantial number of the shares could have an adverse effect on the market price of our common stock.

Our debt level could negatively impact our financial condition, results of operations and business prospects.

As of September 30, 2007, our total debt was $879.3 million (net of unaccreted discount of $3.1 million). Under agreements governing our debt, we may be able to incur a significant amount of additional debt from time to time, including drawing under our credit agreement and Senior Credit Facility. If we do so, the risks related to our high level of debt could increase. Specifically, our high level of debt could have important consequences to our shareholders, including the following:

• requiring us to dedicate a substantial portion of our cash flow from operations to required payments on debt, thereby reducing the availability of cash flow for working capital, capital expenditures and other general business activities;

• limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and general corporate and other activities;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• increasing our vulnerability to both general and industry-specific adverse economic conditions; and

• placing us at a competitive disadvantage against less leveraged competitors.

Some of our debt bears interest at variable rates and exposes us to interest rate risk. If interest rates increase, our debt service obligations with respect to the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash available for servicing our indebtedness would decrease.

Our common stock price has been volatile and you may lose all or part of your investment.

The market price of our common stock has fluctuated significantly since our IPO. Future fluctuations could be based on various factors in addition to those otherwise described in this report, including:

• our operating performance and the performance of our competitors;

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• the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

• changes in earnings estimates or recommendations by research analysts who follow us or other companies in our industry;

• variations in general economic conditions;

• the registration rights granted by us with respect to shares of our common stock that were issued in connection with our acquisition from ASAlliances Biofuels, LLC;

• the number of shares that are publicly traded;

• actions of our existing shareholders, including sales of common stock by our directors and executive officers;

• the arrival or departure of key personnel; and

• other developments affecting us, our industry or our competitors.

In addition, in recent years the stock market has experienced significant price and volume fluctuations. These fluctuations may be unrelated to the operating performance of particular companies. These broad market fluctuations may cause declines in the market price of our common stock. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company or its performance, and those fluctuations could materially reduce our common stock price.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In connection with acquiring the land rights for the site for our Litchfield, Illinois facility, we issued to an affiliate of American Milling 150,000 share of our common stock in July 2007 and an additional 150,000 shares in September 2007. These issuances were made for site location and evaluation services pursuant to the site acquisition agreement we have with American Milling. We relied on the private offering exemption under Section 4(2) of the Securities Act of 1933 to complete this transaction.

In connection with the ASA Acquisition, on August 17, 2007 we issued an aggregate of 13,801,384 shares of common stock, to the security holders named in the Unit Purchase Agreement. We relied on the private offering exemption under Section 4(2) of the Securities Act of 1933 to complete this transaction.

ITEM 6. EXHIBITS

2.1	Unit Purchase Agreement among VeraSun Energy Corporation, ASA OpCo Holdings, LLC, ASAlliances Biofuels, LLC and the Securityholders named therein (incorporated by reference to Exhibit 2.1 to VeraSun Energy Corporation’s current report on Form 8-K filed on July 25, 2007).
3.1	Articles of Incorporation, as amended, of VeraSun Energy Corporation.*
3.2	Amended and Restated Bylaws of VeraSun Energy Corporation (incorporated by reference to Exhibit 3.1 to VeraSun Energy Corporation’s current report on Form 8-K filed on May 17, 2007).
4.1	Indenture, dated as of December 21, 2005, between VeraSun Energy Corporation, as Issuer, VeraSun Aurora Corporation, VeraSun Fort Dodge, LLC, VeraSun Charles City, LLC and VeraSun Marketing, LLC, as Subsidiary Guarantors, and Wells Fargo, N.A., as Trustee.*
4.2	Registration Rights Agreement, dated as of December 21, 2005, by and among VeraSun Energy Corporation, VeraSun Aurora Corporation, VeraSun Fort Dodge, LLC, VeraSun Charles City, LLC, VeraSun Marketing LLC, Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated.*
4.3	First Supplemental Indenture, dated May 4, 2006, between VeraSun Energy Corporation, as Issuer, VeraSun Aurora Corporation, VeraSun Fort Dodge, LLC, VeraSun Charles City, LLC, VeraSun Marketing, LLC and VeraSun Welcome, LLC, as Subsidiary Guarantors, and Wells Fargo, N.A., as Trustee.*
4.4	Second Supplemental Indenture, dated August 21, 2006, between VeraSun Energy Corporation, as Issuer, VeraSun Aurora Corporation, VeraSun Fort Dodge, LLC, VeraSun Charles City, LLC, VeraSun Hartley, LLC, VeraSun Marketing, LLC, and VeraSun Welcome, LLC, as Subsidiary Guarantors, and Wells Fargo, N.A., as Trustee (incorporated by reference to Exhibit 10.1 to VeraSun Energy Corporation’s quarterly report on form 10-Q for the period ending September 30, 2006).

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4.5	Third Supplemental Indenture, dated February 9, 2007, between VeraSun Energy Corporation, as Issuer, VeraSun Aurora Corporation, VeraSun Fort Dodge, LLC, VeraSun Charles City, LLC, VeraSun Hartley, LLC, VeraSun Marketing, LLC, VeraSun Welcome, LLC, VeraSun Granite City, LLC, and VeraSun Reynolds, LLC, as Subsidiary Guarantors, and Wells Fargo, N.A., as Trustee (incorporated by reference to Exhibit 10.1 to VeraSun Energy Corporation’s annual report on form 10-K for the period ending December 30, 2006).
4.6	Fourth Supplemental Indenture, dated May 17, 2007, between VeraSun Energy Corporation as Issuer, VeraSun Aurora Corporation, VeraSun Fort Dodge, LLC, VeraSun Charles City, LLC, VeraSun Hartley, LLC, VeraSun Marketing, LLC, VeraSun Welcome, LLC, VeraSun Granite City, LLC, VeraSun Reynolds, LLC, and VeraSun Biodiesel, LLC, as subsidiary Guarantors, and Wells Fargo, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to VeraSun Energy Corporation’s current report on Form 8-K filed on May 17, 2007).
4.7	Indenture, dated as of May 16, 2007, between VeraSun Energy Corporation as Issuer, VeraSun Aurora Corporation, VeraSun Fort Dodge, LLC, VeraSun Charles City, LLC, VeraSun Hartley, LLC, VeraSun Marketing, LLC, VeraSun Welcome, LLC, VeraSun Granite City, LLC, VeraSun Reynolds, LLC, and VeraSun Biodiesel, LLC, as subsidiary Guarantors, and Wells Fargo, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to VeraSun Energy Corporation’s current report on Form 8-K filed on May 17, 2007).
4.8	Registration Rights Agreement, dated as of May 16, 2007, between VeraSun Energy Corporation, VeraSun Aurora Corporation, VeraSun Fort Dodge, LLC, VeraSun Charles City, LLC, VeraSun Hartley, LLC, VeraSun Marketing, LLC, VeraSun Welcome, LLC, VeraSun Granite City, LLC, VeraSun Reynolds, LLC, VeraSun Biodiesel, LLC, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC (incorporated by reference to Exhibit 4.3 to VeraSun Energy Corporation’s current report on Form 8-K filed on May 17, 2007).
4.9	Registration Rights Agreement, dated as of August 17, 2007, among VeraSun Energy Corporation and the Holders of Registrable Securities named therein.
10.1	Credit Agreement, dated February 6, 2006, by and among ASA OpCo Holdings, LLC, ASA Albion, LLC, ASA Bloomingburg, LLC, ASA Linden, LLC, WestLB AG, New York Branch, as Administrative Agent and the Lenders named therein (incorporated by reference to Exhibit 4.2 to ASAlliances Biofuels, LLC’s Registration Statement on Form S-1, file number 333-137356, filed on September 15, 2006).
10.2	First Amendment to Credit Agreement, dated May 23, 2006, by and among ASA OpCo Holdings, LLC, ASA Albion, LLC, ASA Bloomingburg, LLC, ASA Linden, LLC, WestLB AG, New York Branch, as Administrative Agent, and the Lenders named therein.
10.3	Second Amendment to Credit Agreement, dated August 15, 2006, by and among ASA OpCo Holdings, LLC, ASA Albion, LLC, ASA Bloomingburg, LLC, ASA Linden, LLC, WestLB AG, New York Branch, as Administrative Agent, the Lenders therein, and First National Bank of Omaha, as Collateral Agent.
10.4	Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement, dated August 30, 2006, by and among ASA OpCo Holdings, LLC, ASA Albion, LLC, ASA Bloomingburg, LLC, ASA Linden, LLC, ASA Holdings, as Borrowers’ Agent, ASAlliances Biofuels, LLC, WestLB AG, New York Branch, as Administrative Agent, the Lenders therein, and First National Bank of Omaha, as Collateral Agent and Accounts Bank.
10.5	Omnibus Agreement (Consent, Fourth Amendment and Second Waiver), dated November 30, 2006, by and among ASA OpCo Holdings, LLC, ASA Albion, LLC, ASA Bloomingburg, LLC, ASA Linden, LLC, WestLB AG, New York Branch, as Administrative Agent, and the Lenders therein.
10.6	Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver), dated December 22, 2006, by and among ASA OpCo Holdings, LLC, ASA Albion, LLC, ASA Bloomingburg, LLC, ASA Linden, LLC, WestLB AG, New York Branch, as Administrative Agent, the Lenders therein, and First National Bank of Omaha, as Collateral Agent and Accounts Bank.
10.7	Third Omnibus Agreement (Sixth Amendment and Consent), dated July 21, 2007, by and among ASA OpCo Holdings, LLC, ASA Albion, LLC, ASA Bloomingburg, LLC, ASA Linden, LLC, WestLB AG, New York Branch, as Administrative Agent, and the Lenders named therein.

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31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Incorporated by reference to VeraSun Energy Corporation’s Registration Statement on Form S-1, as amended (file number 333-132861).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VeraSun Energy Corporation
Date: November 14, 2007	By:	/s/ Donald L. Endres
		Donald L. Endres
		Chief Executive Officer
	By:	/s/ Danny C. Herron
		Danny C. Herron
		Chief Financial Officer
		(principal accounting officer)

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EX-4.9

Exhibit 4.9

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”).

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

WHEREAS, the Company and the Holders desire to provide for certain arrangements with respect to the registration of the Registrable Securities under the Securities Act of 1933, as amended;

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

SECTION 1.01. Definitions. The following terms shall have the following meanings for purposes of this Agreement:

“Affiliate” means, with respect to any Person, (a) any Subsidiary of such Person or (b) any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Registration Rights Agreement, as it may be amended, supplemented, restated or modified from time to time.

“Business Day” means any day other than a Saturday, a Sunday or a U.S. Federal holiday.

“Company” is defined in the preamble hereto.

“Company Common Stock” is defined in the recitals hereto.

“Company Funded Offering” is defined in Section 1.02(b).

“Demand Request” is defined in Section 1.02(b).

“Disadvantageous Condition” is defined in Section 1.02(a).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Existing Shareholder Agreement” means the Shareholder Agreement dated as of November 30, 2005 by and among the Company and the shareholders of the Company party thereto, as amended from time to time.

“Group” has the meaning assigned to such term in Section 13(d)(3) of the Exchange Act.

“Holders” is defined in the preamble hereto.

“Inspectors” is defined in Section 1.04(a)(8).

“Minimum Demand Request Amount” means with respect to any Requesting Holder or Holders, such number of shares of Registrable Securities that have an aggregate minimum market value (based on the closing price on the NYSE on the date preceding the date of the Demand Request) of at least $50 million, before calculation of underwriting discounts and commissions.

“NASD” means the National Association of Securities Dealers, Inc.

“NYSE” means the New York Stock Exchange or any such exchange or quotation system on which the Company Common Stock are then listed for trading.

“Parent” is defined in the recitals hereto.

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivisions thereof or any Group comprised of two or more of the foregoing.

“Priority Securities” is defined in Section 1.03(a).

“Proceeding” is defined in Section 1.07(k).

“Purchase Agreement” is defined in the recitals hereto.

“Records” is defined in Section 1.04(a)(8).

“Registrable Securities” means all shares of Company Common Stock received by the Holders pursuant to the Purchase Agreement (including the shares to be held in escrow pursuant to the Purchase Agreement) and any additional shares of Company Common Stock or securities convertible into or exercisable therefore received by the Holders as a result of their ownership of the Registrable Securities; provided,

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however, that a security shall cease to be a Registrable Security if and when (i) a registration statement with respect to such security becomes effective under the Securities Act and such security is disposed of pursuant to such effective registration statement, (ii) such security is otherwise transferred (other than to an Affiliate of the Holder), if a new certificate or other evidence of ownership for such security not bearing a legend restricting further transfer and not subject to any stop transfer order or other restrictions on transfer is delivered by the Company and subsequent disposition of such security does not require registration or qualification of such security under the Securities Act, and the Company’s outside counsel provides the Holder with an unqualified opinion to such effect, or (iii) such security ceases to be outstanding.

“Registration Expenses” means all fees and expenses incident to the Company’s performance of or compliance with this Agreement, consisting of (i) all SEC, stock exchange, NASD and other registration, listing and filing fees and expenses, (ii) fees and expenses of compliance with securities or blue sky laws, (iii) rating agency fees, (iv) printing expenses, (v) messenger, telephone and delivery expenses, (vi) fees, expenses and disbursements of counsel for the Company, (vii) fees, expenses and disbursements of the Company’s independent certified public accountants, (viii) costs of Securities Act liability insurance (if the Company so desires such insurance), (ix) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement and (x) all internal expenses of the Company incurred in connection with the consummation of the transactions contemplated in this Agreement (including all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the fees and expenses incurred in listing the Registrable Securities on any securities exchange); provided, however, that “Registration Expenses” shall not include any fees, expenses or disbursements of any Holder participating in the relevant registration or those of any underwriters, selling brokers or similar professionals, including any discounts, commissions or fees of such underwriters, selling brokers or similar professionals and including any fees, expenses or disbursements of counsel to any such Holder or any such underwriter, selling broker or professional.

“Requesting Holder” is defined in Section 1.02(b).

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“Seller” is defined in Section 1.06(a).

“Shelf Registration” means a “shelf” registration statement on an appropriate form pursuant to Rule 415 under the Securities Act (or any successor rule that may be adopted by the SEC).

“Subsidiary” means, with respect to any Person (the “parent”) at any date,

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any other Person of which the parent, directly or indirectly, owns equity interests that (i) represent more than 50% of the total number of outstanding common or other residual equity interests (however denominated) of such Person, (ii) represent more than 50% of the total voting power of all outstanding equity interests of such Person which are entitled to vote in the election of directors, managers or other persons performing similar functions for and on behalf of such Person, (iii) are entitled to more than 50% of the dividends paid and other distributions made by such Person prior to liquidation or (iv) are entitled to more than 50% of the assets of such Person or proceeds from the sale thereof upon liquidation.

“Underwriter” is defined in Section 1.06(a).

SECTION 1.02. Shelf Registration Statement; Certain Demand Offering Rights. (a) Shelf Registration Statement. Within 120 days after the date hereof, the Company shall file with the Commission a Shelf Registration relating to the offer and sale of (i) all of the Registrable Securities and (ii) all shares of Company Common Stock that the Company is requested to register under the Existing Shareholder Agreement. Thereafter, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective within 180 days after the date hereof. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, subject to the other provisions of this Section 1.02(a), in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Registrable Securities, until the second anniversary of the date hereof or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto or cease to be outstanding. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein). The filing of the Shelf Registration Statement and the causing of the Shelf Registration Statement to be declared effective shall be at the Company’s own expense as provided in Section 1.02(c). Notwithstanding any other provision of this Agreement to the contrary, if there is (i) material non-public information regarding the Company which the Company’s Board of Directors reasonably determines to be significantly disadvantageous for the Company to disclose and which the Company is not otherwise required to disclose at such time, (ii) there is a significant business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, share exchange, tender offer or other similar transaction) available to the Company which the Board reasonably determines to be significantly disadvantageous for the Company to disclose or (iii) there

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is any other event or condition of similar significance to the Company that the Board reasonably determines to be significantly disadvantageous for the Company to disclose and which the Company is not otherwise required to disclose at such time (each, a “Disadvantageous Condition”), and the Company’s Board of Directors shall adopt a resolution setting forth in reasonable detail the Disadvantageous Condition (giving due regard to any confidentiality or competitive considerations), then the Company shall not be required to file any amendment or supplement required to maintain the effectiveness of the Shelf Registration until the earlier of (x) 120 days following the date such resolution was adopted and (y) the date such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders) and upon receipt of any such notice of a Disadvantageous Condition all Holders selling securities pursuant to the Shelf Registration Statement shall discontinue use of the prospectus contained in the Shelf Registration Statement and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies, then in such Holder’s possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice. The Company shall use it reasonable best efforts to cause a Disadvantageous Condition to cease to apply as soon as practicable after the Company’s Board of Directors determines that a Disadvantageous Condition applies. The Company may not suspend the effectiveness or availability of the Shelf Registration Statement pursuant to this Section 1.02(a) for more than 120 consecutive days. Within 20 days after receiving a notice of a Disadvantageous Condition, the applicable Requesting Holders may withdraw any outstanding Demand Request by giving written notice thereof to the Company, and, if withdrawn, such Demand Request shall be deemed not to have been made for purposes of this Agreement.

(b) Demand Offering. Subject to Section 1.02(a), at any time commencing on the date that is 180 days after the date hereof and while the Shelf Registration Statement is effective, upon the written request (a “Demand Request”) of a Holder or Holders (“Requesting Holders”) requesting that the Company effect an underwritten offering (a “Company Funded Offering”) of Registrable Securities of such Requesting Holders representing at least the Minimum Demand Request Amount (which request shall specify the number of shares of Registrable Securities to be offered by such Requesting Holders, subject to reduction to the extent provided herein), the Company shall promptly (but in no event more than five Business Days after receipt of the applicable Demand Request) deliver written notice of such requested registration to all other Holders of Registrable Securities and shall use its reasonable best efforts to effect, as expeditiously as possible, an underwritten offering of (i) the Registrable Securities which the Company has been so requested to register by the Requesting Holders, (ii) all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written request received by the Company within 15 days after the giving of such written notice by the Company (which request shall specify the number of shares of Registrable Securities to be offered by such Holder, subject to reduction as provided herein) and (iii) all shares of Company Common Stock that the Company may be required to allow to participate in such underwritten offering under the Existing Shareholder Agreement; provided, however, that (A) the Company shall not be required

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to effect any such underwritten offering within a period of six months after (x) the date of any other underwritten offering of Company Common Stock or (y) the effective date of any other registration or offering in which the Holders are permitted to participate pursuant to Section 1.03; and (B) the Company shall only be obligated to effect a total of two Company Funded Offerings. Each underwritten offering under this Section 1.02 shall be at the Company’s own expense as provided in Section 1.02(c). Promptly after the expiration of the 15-day period referred to in clause (ii) above, the Company shall notify all the Holders to be included in the underwritten offering of the identity of each such Holder and the number of shares of Registrable Securities requested to be included therein. The Requesting Holders may, at any time prior to the pricing of the applicable underwritten offering, revoke the applicable Demand Request, without liability (except as set forth in Section 1.02(c)) to any other Holders of Registrable Securities requested to be registered pursuant to this Section 1.02(b), by providing a written notice to the Company revoking such request.

(c) Expenses. The Company shall pay all Registration Expenses in connection with the Shelf Registration Statement and all underwritten offerings requested pursuant to Section 1.02(b) that are consummated. The Company shall not be liable for Registration Expenses in connection with an underwritten offering that shall not have been consummated due to a revocation by the Holders requesting such underwritten offering (other than pursuant to the last sentence of Section 1.02(a)) unless (i) such Holders agree that such revoked underwritten offering counts as one of the Company Funded Offerings or (ii) at the time of such revocation, the Holders shall have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information. Except as provided in the preceding sentence, the obligation to pay the Registration Expenses in connection with such revoked underwritten offering shall be due and payable by the Holders who participated in such underwritten offering or who initially requested and revoked such underwritten offering, and such expenses shall be borne by them in proportion to the number of shares of Registrable Securities requested by them to be registered.

(d) Selection of Underwriters. The Company shall have the right to select the underwriters for each Company Funded Offering; provided, however, that (i) the Holders selling a majority-in-interest of Registrable Securities to be sold in connection with the relevant registration shall have the right to select one joint lead bookrunning underwriter (but not the joint lead bookrunning underwriter that will be on the left of the cover page of any offering materials related to such registration or the stabilization agent), which joint lead bookrunning underwriter shall have participation in pricing and bookbuilding and shall be subject to the reasonable approval of the Company, and (ii) the Company shall be entitled to select no more than two additional joint lead bookrunning underwriters.

(e) Pro Rata Participation in Demand Registrations. If a majority of the joint lead bookrunning underwriters selected in accordance with Section 1.02(d) shall advise the Company that, in their good faith view (based upon prevailing market

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conditions), the number of securities requested to be included in such registration (including securities which the Company requests to be included) exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company shall include the following Company Common Stock in the following order:

(i) all Registrable Securities requested to be included in such underwritten offering pursuant to Section 1.02(b)(i) (provided, however, that if the number of Registrable Securities requested to be included in such underwritten offering pursuant to Section 1.02(b)(i) exceeds the number which the Company has been advised can be sold in such underwritten offering without having the negative effect referred to above, the number of such Registrable Securities included in such underwritten offering pursuant to this Section 1.02(e)(i) shall be that number of securities which the Company has been advised it can sell allocated pro rata among the Holders referred to in this Section 1.02(e)(i) on the basis of the shares of Registrable Securities each such Holder has requested to be included in such underwritten offering);

(ii) to the extent that the number of Registrable Securities requested to be included in such underwritten offering pursuant to Section 1.02(b)(i) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such underwritten offering without having the significant negative effect on pricing referred to above, all Registrable Securities requested to be included in such underwritten offering pursuant to Section 1.02(b)(ii) (provided, however, that if the number of Registrable Securities requested to be included in such underwritten offering pursuant to Section 1.02(b)(i), together with the Registrable Securities requested to be included in such underwritten offering pursuant to Section 1.02(b)(ii), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Registrable Securities included in such underwritten offering pursuant to this Section 1.02(e)(ii) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such underwritten offering pursuant to Section 1.02(b)(i), allocated pro rata among the other Holders referred to in this Section 1.02(e)(ii) on the basis of the shares of Registrable Securities each such other Holder has requested to be included in such underwritten offering);

(iii) to the extent that the number of Registrable Securities requested to be included in such underwritten offering pursuant to Sections 1.02(b)(i) and 1.02(b)(ii) is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such underwritten offering without having the significant negative effect

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on pricing referred to above, all Company Common Stock requested to be included in such underwritten offering pursuant to the Existing Shareholders Agreement (provided, however, that if the number of Registrable Securities requested to be included in such underwritten offering pursuant to Sections 1.02(b)(i) and 1.02(b)(ii), together with the Company Common Stock requested to be included in such underwritten offering pursuant to the Existing Shareholders Agreement, exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Company Common Stock included in such underwritten offering pursuant to the Existing Shareholders Agreement shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities being included in such underwritten offering pursuant to Sections 1.02(b)(i) and 1.02(b)(ii), allocated in accordance with the terms of the Existing Shareholders Agreement); and

(iv) to the extent that the number of Registrable Securities and Company Common Stock requested to be included in such underwritten offering pursuant to Sections 1.02(b)(i) and 1.02(b)(ii) and the Existing Shareholders Agreement is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such underwritten offering without having the significant negative effect on pricing referred to above, any equity securities proposed to be sold by the Company (provided, however, that if the number of securities proposed to be sold by the Company, together with the number of Registrable Securities and Company Common Stock to be included in such underwritten offering pursuant to Sections 1.02(b)(i) and 1.02(b)(ii) and the Existing Shareholders Agreement, exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such securities included in such underwritten offering pursuant to this Section 1.02(e)(iv) shall be that number of securities which the Company has been advised it can sell in excess of the number of Registrable Securities and Company Common Stock included in such underwritten offering pursuant to Sections 1.02(b)(i) and 1.02(b)(ii) and the Existing Shareholders Agreement).

SECTION 1.03. Certain Piggyback Registration Rights. (a) General. If, at any time on or prior to the second anniversary of the date hereof, the Company at any time proposes to register any of its equity securities (the “Priority Securities”) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms, (ii) relating to equity securities issuable upon exercise of employee stock or similar options or in connection with any employee benefit or similar plan of the Company, (iii) in connection with an acquisition by the Company of another entity or (iv) pursuant to a registration under Section 1.02), whether or not for sale for its own account

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(but not for the account of any Holder of Registrable Securities), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it shall each such time, subject to the provisions of Section 1.03(b), give written notice to all Holders of record of Registrable Securities of its intention to do so and of such Holders’ rights under this Section 1.03 at least 10 days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer all such Holders the opportunity to include in such registration statement such number of Registrable Securities as each such Holder may request. Upon the written request of any such Holder made within 10 days after the receipt of the Company’s notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, subject to reduction as provided herein, and the intended method of disposition thereof), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered; provided, however, that (A) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the original selling holders for whose account the registration has been made and (B) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 1.03(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of Holders under Section 1.02). If a registration pursuant to this Section 1.03(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 1.03 shall relieve the Company of its obligations under Section 1.02. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 1.03. Nothing contained in this Section 1.03 shall create any liability on the part of the Company to the Holders if the Company should for any reason decide not to file a registration statement for which piggyback registration rights are available or withdraw such registration statement subsequent to its filing, regardless of any action Holders may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.

(b) Priority in Piggyback Registrations. If a registration pursuant to this Section 1.03 involves an underwritten offering and a majority of the joint lead bookrunning underwriters shall advise the Company that, in their good faith view (based primarily upon prevailing market conditions), the number of securities (including all Registrable Securities) which the Company, the Holders and any other Persons intend to

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include in such registration exceeds the largest number of securities which can be sold without having a significant negative effect on the price at which such securities can be sold in such offering, the Company will include in such registration in the following order:

(i) all Registrable Securities requested to be included in such underwritten offering by the Holders pursuant to Section 1.03(a) and all Company Common Stock requested to be included in such underwritten offering pursuant to the Existing Shareholders Agreement (provided, however, that if the number of Registrable Securities requested to be included in such underwritten offering by the Holders pursuant to Section 1.03(a) and the Company Common Stock requested to be included in such underwritten offering pursuant to the Existing Shareholders Agreement exceeds the number which the Company has been advised can be sold in such underwritten offering without having the negative effect referred to above, the number of such Registrable Securities requested to be included in such underwritten offering by the Holders pursuant to Section 1.03(a) and the number of Company Common Stock requested to be included in such underwritten offering pursuant to the Existing Shareholders Agreement shall be allocated pro rata among all such requesting Holders and such requesting holders of Company Common Stock on the basis of the number of Registrable Securities and Company Common Stock each such other Holder or holder, respectively, has requested to be included in such underwritten offering); and

(ii) to the extent that the number of Registrable Securities and Company Common Stock requested to be included in such underwritten offering pursuant to Section 1.03(a) and the Existing Shareholders Agreement, respectively, is, in the aggregate, less than the number of securities which the Company has been advised can be sold in such underwritten offering without having the significant negative effect on pricing referred to above, all the Priority Securities (including any to be sold for the Company’s own account or for other holders of Priority Securities (other than for the account of any Holders)) (provided, however, that if the number of Registrable Securities and Company Common Stock requested to be included in such underwritten offering pursuant to Section 1.03(a) and the Existing Shareholders Agreement, together with the number of Priority Securities to be included in such underwritten offering pursuant to this clause (ii), exceeds the number which the Company has been advised can be sold in such offering without having the negative effect referred to above, the number of such Priority Securities to be included in such underwritten offering shall be allocated pro rata among all holders of Priority Securities on the basis of the number of Priority Securities each such holder has requested to be included in such underwritten offering).

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SECTION 1.04. Procedures. (a) If and whenever the Company is required to use its reasonable best efforts to effect or cause the registration under the Securities Act as provided in this Agreement of any Registrable Securities, the Company shall, as expeditiously as possible:

(1) notify each Holder of Registrable Securities covered by such registration statement when such registration statement or any amendment thereto has been filed or becomes effective;

(2) notify each Holder of Registrable Securities covered by such registration statement of any notice from the SEC that there will be a review of such registration statement and promptly provide such Holders with a copy of any SEC comments received by the Company in connection therewith;

(3) furnish, without charge, to each Holder and each underwriter, if any, of Registrable Securities covered by such registration statement such number of copies of such registration statement, each amendment and supplement thereto, and the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder;

(4) use its reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as any underwriter of Registrable Securities covered by such registration statement reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable each Holder and each underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (4), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction in which it is not already subject to service of process;

(5) use its reasonable best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Holder or Holders thereof to consummate the disposition of such Registrable Securities;

(6) immediately notify each of the joint lead bookrunning underwriters, if any, and each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event which comes to the Company’s attention if as a result of such event the prospectus included in

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such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company shall promptly prepare and file with the SEC such amendment or supplement to such registration statement or prospectus and furnish to such Holder a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(7) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary indemnification;

(8) make available for inspection by any underwriter participating in any underwritten offering of Registrable Securities pursuant to Section 1.02, and any attorney, accountant or other agent retained by any such underwriter (collectively, the “Inspectors”), those financial and other records, organizational documents and properties of the Company and its controlled entities (collectively, “Records”), and cause the Company’s and its controlled entities’ officers, directors and employees to supply that information and respond to those inquiries reasonably requested by any such Inspector in connection with such registration statement, in each case under this paragraph (8) only to the extent reasonably necessary, as mutually determined by the Company and the applicable underwriters, to enable such underwriters to conduct their due diligence investigation;

(9) use its reasonable best efforts to furnish to any underwriter participating in any underwritten offering pursuant to Section 1.02 a signed counterpart of a “cold comfort” letter from the Company’s independent public accountants who have audited the Company’s financial statements included or incorporated by reference in such registration statement (and prospectus included therein), in customary form and covering such matter of the type customarily covered by “cold comfort” letters delivered in connection with underwritten public offerings of securities as the underwriters reasonably request (and dated the dates such comfort letters are customarily dated);

(10) use its reasonable best efforts to furnish to each underwriter participating in any underwritten offering pursuant to Section 1.02 a signed counterpart of an opinion and negative assurance letter of counsel from the Company’s outside counsel in customary form and covering such matters of the type customarily covered in opinions and negative assurance letters of counsel delivered in connection with underwritten public offerings of securities;

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(11) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings with the NASD; and

(12) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC.

(b) It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Agreement in respect of the Registrable Securities which are to be registered or offered for the benefit of any Holder thereof that such Holder shall furnish to the Company such information regarding the Registrable Securities held by such Holder and the intended method of disposition thereof as the Company shall reasonably request and as shall be reasonably required in connection with the action taken by the Company.

(c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 1.04(a)(6), such Holder shall discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 1.04(a)(6), and, if so directed by the Company, such Holder shall deliver to the Company all copies (including any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities, current at the time of receipt of such notice.

SECTION 1.05. Holdback Agreements. (a) With respect to any underwritten public offering of Registrable Securities pursuant to this Agreement, each Holder of Registrable Securities agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144, or any successor provision, under the Securities Act, of any Registrable Securities and not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company or publicly announce an intention to do any of the foregoing (in each case, other than as part of such underwritten public offering) during the seven days prior to, and during the 90-day period which begins on the effective date of such registration statement, or, in the case of any underwritten offering under the Shelf Registration Statement, the closing date of such underwritten offering (which 90-day period shall be tolled to the extent of any blackouts upon the good faith declaration of any Disadvantageous Conditions in accordance with Section 1.02(a)) (except as part of such registration), and agrees further to enter into a customary lock-up with the underwriters of such offering; provided, however, that such Holder of Registrable Securities has received written notice of such registration at least 15 days prior to the anticipated beginning of the seven-day period referred to above.

(b) With respect to any underwritten public offering of Registrable Securities pursuant to this Agreement, the Company agrees not to effect any public sale or distribution of any of its equity securities or of any security convertible into or

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exchangeable or exercisable for any equity security of the Company (other than any such sale or distribution of such securities in connection with any merger or consolidation by the Company or any subsidiary of the Company or the acquisition by the Company or a subsidiary of the Company of the capital stock or substantially all the assets of any other Person or in connection with an employee stock ownership or other benefit plan) during the seven days prior to, and during the 90-day period which begins on, the effective date of such registration statement or, in the case of any underwritten offering under the Shelf Registration Statement, the closing date of such underwritten offering (which 90-day period shall be tolled to the extent of any blackouts upon the good faith declaration of any Disadvantageous Conditions in accordance with Section 1.02(a)) (except as part of such registration) and agrees further to enter into a customary lock-up with the underwriters of such offering.

(c) During the term of this Agreement, each certificate evidencing Registrable Securities held of record or beneficially owned by a Holder shall bear the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY UPON COMPLIANCE WITH THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT, DATED AS OF AUGUST 17, 2007, AMONG VERASUN ENERGY CORPORATION AND THE STOCKHOLDERS PARTY THERETO, AS AMENDED FROM TIME TO TIME. A COPY OF SUCH REGISTRATION RIGHTS AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF VERASUN ENERGY CORPORATION AT 100 22^ND AVENUE, BROOKINGS, SOUTH DAKOTA 57006.”

(d) Upon a Person ceasing to have rights and obligations under this Agreement pursuant to the terms hereof or upon termination of this Agreement, such Person may surrender to the Company any certificates held of record by such Person and bearing the legend set forth in Section 1.05(c), and upon surrender of such certificates, the Company shall reissue such certificates without such legend.

SECTION 1.06. Indemnification and Contribution. (a) To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Person who participates as an underwriter (any such Person being an “Underwriter”), each Holder of Registrable Securities to be sold in connection with the relevant registration (each such Holder being a “Seller”) and their respective partners, directors, officers and employees and each Person, if any, who controls any Seller or Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

(i) against any and all losses, liabilities, claims, damages, judgments and reasonable expenses whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any registration statement (or any amendment thereto)

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relating to such registration, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) relating to such registration, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all losses, liabilities, claims, damages, judgments and reasonable expenses whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, or of any other claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

(iii) against any and all reasonable expense whatsoever, as incurred (including, subject to Section 1.06(c), fees and disbursements of counsel) incurred in investigating, preparing or defending against any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not such Person is a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement does not apply to any Seller or Underwriter with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission (A) made in reliance upon and in conformity with written information furnished to the Company by such Seller or Underwriter expressly for use in a registration statement (or any amendment thereto) or any related prospectus (or any amendment or supplement thereto) or (B) if such untrue statement or omission or alleged untrue statement or omission was corrected in an amended or supplemented registration statement or prospectus and the Company had furnished copies thereof to the Underwriter or Seller from which the Person asserting such loss, liability, claim, damage, judgment or expense purchased the securities that are the subject thereof on a timely basis prior to the applicable investment decision.

(b) Each Seller shall severally indemnify and hold harmless the Company, each Underwriter and the other Sellers, and each of their respective partners, directors, officers and employees (including each director and officer of the Company who signed the relevant registration statement) and each Person, if any, who controls the

15

Company, any Underwriter or any other Seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, liabilities, claims, damages, judgments and expenses described in the indemnity contained in Section 1.06(a) (provided, however, that any settlement of the type described therein is effected with the written consent of such Seller) as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a registration statement or any related prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Seller expressly for use in such registration statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that an indemnifying Seller shall not be required to provide indemnification in any amount in excess of the amount by which (x) the total price at which the securities sold by such indemnifying Seller and its affiliated indemnifying Sellers and distributed to the public were offered to the public (net of discounts and commissions paid by the indemnifying Seller in connection with such offering) exceeds (y) the amount of any damages which such indemnifying Seller has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Company shall be entitled, to the extent customary, to receive indemnification and contribution from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any prospectus or registration statement.

(c) Each indemnified party or parties shall give reasonably prompt notice to each indemnifying party or parties of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party or parties shall not relieve it or them from any liability which it or they may have under this indemnity agreement, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. If the indemnifying party or parties so elects within a reasonable time after receipt of such notice, the indemnifying party or parties may assume the defense of such action or proceeding at such indemnifying party’s or parties’ expense with counsel chosen by the indemnifying party or parties and approved by the indemnified party defendant in such action or proceeding, which approval shall not be unreasonably withheld; provided, however, that, if such indemnified party or parties reasonably determine that a conflict of interest exists and that therefore it is advisable for such indemnified party or parties to be represented by separate counsel or that, upon advice of counsel, there may be legal defenses available to it or them which are different from or in addition to those available to the indemnifying party, then the indemnifying party or parties shall not be entitled to assume such defense and the indemnified party or parties shall be entitled to separate counsel (limited in each jurisdiction to one counsel for all Underwriters and another counsel for all other indemnified parties under this Agreement) at the indemnifying party’s or parties’ expense. The indemnified party or parties shall have the right to engage separate counsel and participate in the defense of any action, but, except as stated above, the fees and expenses of such counsel shall be the expense of such indemnified party or parties. If

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any indemnifying party or parties are not so entitled to assume the defense of such action or do not assume such defense, after having received the notice referred to in the first sentence of this paragraph, the indemnifying party or parties will pay the reasonable fees and expenses of counsel for the indemnified party or parties (limited in each jurisdiction to one counsel for all Underwriters and another counsel for all other indemnified parties under this Agreement). In such event, however, no indemnifying party or parties will be liable for any settlement effected without the written consent of such indemnifying party or parties (which consent shall not be unreasonably withheld or delayed); provided, however, that if at any time the indemnified party or parties shall have requested the indemnifying party or parties to reimburse the indemnified party or parties for fees and expenses of counsel as contemplated by this paragraph, the indemnifying party or parties shall be liable for any settlement of any proceeding effected without the written consent of such indemnifying party or parties if (x) such settlement is entered into more than 15 business days after receipt by such indemnifying party or parties of the aforesaid request accompanied by supporting documents reasonably satisfactory to the indemnifying party or parties and (y) such indemnifying party or parties shall not have reimbursed the indemnified party or parties in accordance with such request prior to the date of such settlement. No indemnifying party or parties shall, without the prior written consent of the indemnified party or parties, effect any settlement of any action in respect of which any indemnified party or parties is a party, unless such settlement includes an unconditional release of such indemnified party or parties from all liability on claims that are the subject matter of such action. If an indemnifying party is entitled to assume, and assumes, the defense of such action or proceeding in accordance with this paragraph, such indemnifying party or parties shall not, except as otherwise provided in this subsection (c), be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action or proceeding.

(d) (i) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in this Section 1.06 is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms in respect of any losses, liabilities, claims, damages, judgments and expenses suffered by an indemnified party referred to therein, each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, liabilities, claims, damages, judgments and expenses in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the liable Sellers or Underwriters (including, in each case, that of their respective officers, directors, employees and agents), as the case may be, on the other in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages, judgments or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the liable Sellers or Underwriters (including, in each case, that of their respective officers, directors, employees and agents), as the case may be, on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand,

17

or by or on behalf of the Sellers or Underwriters, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, liabilities, claims, damages, judgments and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 1.06(c), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

(ii) The Company and each Seller agree that it would not be just and equitable if contribution pursuant to this Section 1.06 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in sub-paragraph (i) above. Notwithstanding anything in this Section 1.06(d) to the contrary, in the case of distributions to the public, an indemnifying Seller shall not be required to contribute any amount in excess of the amount by which (A) the total price at which the securities sold by such indemnifying Seller and its affiliated indemnifying Sellers and distributed to the public were offered to the public (net of discounts and commissions paid by the indemnifying Seller in connection with such offering) exceeds (B) the amount of any damages which such indemnifying Seller has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(iii) For purposes of this Section, each Person, if any, who controls a Seller or an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Seller or Underwriter; and each director of the Company, each officer of the Company who signed the relevant registration statement, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company.

SECTION 1.07. Miscellaneous.

(a) Current Public Information. The Company shall use its reasonable best efforts to make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times during the term of this Agreement.

(b) Maintenance of NYSE Listing. At all times during the term of this Agreement, the Company shall use its reasonable best efforts to maintain the Company’s listing on the NYSE; provided, that if the Company is delisted from NYSE for any reason, it will use it reasonable best efforts to secure the listing of the Company’s Common Stock for trading on the best available exchange or automated quotation system, as reasonably determined by the Company, as soon as practicable thereafter.

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(c) Listing of Registrable Securities. In compliance with the rules and requirements of the NYSE, the Company shall file an additional listing application with the NYSE covering the Registrable Securities.

(d) No Inconsistent Agreements. Neither the Company nor the Holders have, as of the date hereof, entered into, nor shall they, on or after the date hereof, enter into, any agreement with respect to the Registrable Securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

(e) Complete Agreement. This Agreement shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof and shall supercede all prior agreements and understandings, whether written or oral, between or among the parties with respect to such subject matter.

(f) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, without the prior written consent of the Company and Holders of a majority-in-interest of the Registrable Securities; provided, however, that no amendment shall affect any rights or obligations of a Holder without the consent of such Holder.

(g) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the most current address indicated for such Holder in the Company’s stock transfer records;

(ii) if to the Company, at:

VeraSun Energy Corporation

100 22^nd Avenue

Brookings, SD 57006

Attn: General Counsel

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with a copy to:

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Attention: Faiza J. Saeed, Esq.

All such notices and communications shall be deemed to have been duly given when received.

The Holders or the Company by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

(h) Successors and Assigns. This Agreement shall be binding on and inure to the benefit of and be enforceable by the parties hereto and, with respect to the Company, its successors and assigns.

(i) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(j) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(k) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to applicable principles of conflicts of laws, except to the extent the substantive laws of the State of Delaware are mandatorily applicable under Delaware law.

(l) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

(m) No Third Party Beneficiaries. Except as provided in Section 1.06, this Agreement is not intended to confer any rights or remedies hereunder upon, and shall not be enforceable by, any Person other than the parties hereto.

(n) Submission to Jurisdiction; Waivers. With respect to any suit, action or proceeding relating to this Agreement (collectively, a “Proceeding”), each party to this Agreement irrevocably (a) consents and submits to the exclusive jurisdiction of the courts of the State of New York and the State of Delaware and any court of the United States located in the Borough of Manhattan in New York City or the State of Delaware; (b) waives any objection which such party may have at any time to the laying of venue of any Proceeding brought in any such court, waives any claim that such Proceeding has

20

been brought in an inconvenient forum and further waives the right to object, with respect to such Proceeding, that such court does not have jurisdiction over such party; (c) consents to the service of process at the address set forth for notices in Section 1.07(g) herein; provided, however, that such manner of service of process shall not preclude the service of process in any other manner permitted under applicable law; and (d) waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Proceeding.

(o) Enforcement. (i) Each party hereto acknowledges that the other parties would not have an adequate remedy at law for money damages in the event that any of the covenants or agreements of any of the other parties to this Agreement were not performed in accordance with its terms, and it is therefore agreed that each party hereto, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach and enforcing specifically the terms and provisions hereof, and each party hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief.

(ii) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

[signature pages follow]

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IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.

VERASUN ENERGY CORPORATION,
by	/s/ Donald L. Endres
Name:	Donald L. Endres
Title:	CEO

[Registration Rights Agreement Signature Page]

CARGILL BIOFUELS INVESTMENTS, LLC
by	/s/ Patrick C. Bennett
Name:	Patrick C. Bennett
Title:	President

D.E. SHAW SYNOPTIC PORTFOLIOS 5, LLC
by	/s/ Robert T. Ladd
Name:	Robert T. Ladd
Title:	Authorized Signatory

ASCAB, LLC
by	/s/ Kevin W. Kuykendall
Name:	Kevin W. Kuykendall
Title:	Vice President

USRG ASA, LLC
by	/s/ Anthony Lent
Name:	Anthony Lent
Title:	Manager

FDC ETHANOL, LLC
by	/s/ Ron Fagen
Name:	Ron Fagen
Title:	President

ASALLIANCES HOLDINGS, L.P.
by:	ASAH GP, LLC
by	/s/ David N. Black
Name:	David N. Black
Title:	President

MIDWEST FIRST FINANCIAL, INC.
by	/s/ William B. Prerton
Name:	William B. Prerton
Title:	President

EX-10.2

Exhibit 10.2

EXECUTION VERSION

FIRST AMENDMENT TO

CREDIT AGREEMENT

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.

WHEREAS, pursuant to the Credit Agreement, dated as of February 6, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Borrowers’ Agent, each of the Lenders from time to time party thereto, the Administrative Agent, First National Bank of Omaha, as Collateral Agent for the Senior Secured Parties, First National Bank of Omaha, as Accounts Bank, WestLB AG, New York Branch, as Co-Syndication Agent, Lead Arranger, and Sole Lead Bookrunner, First National Bank of Omaha and Standard Chartered Bank, as Co-Syndication Agents and Lead Arrangers and CIT Capital USA INC. and ING Capital LLC, as Co-Documentation Agents and Lead Arrangers, the Lenders agreed to make a credit facility available to the Borrowers, subject to the terms and conditions set forth therein;

WHEREAS, the Borrowers have requested that the Required Lenders consent to an amendment of the definition of “Change of Control” set forth in the Credit Agreement in the manner set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Credit Agreement and herein, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not otherwise defined herein shall have the same meanings assigned to them in the Credit Agreement.

2. Amendment to the Credit Agreement. Clause (iv) of the definition of “Change of Control” set forth in Section 1.01 (Defined Terms) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“...(iv) prior to the Conversion Date, Fagen fails to own at least 2.6377% of all Equity Interests (including all classes) in ASA Biofuels.”

3. Conditions to Effectiveness. This Amendment shall become effective upon the execution of a counterpart hereof by each of the Borrowers, the Borrowers’ Agent, the Required Lenders and the Administrative Agent.

4. Ratification; No Waiver; Etc. Except as expressly amended hereby, the Credit Agreement and all documents, instruments, and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of any of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. The Credit Agreement shall, together with this Amendment, be read and construed as a single agreement. All references in the Credit Agreement, and any related documents, instruments and agreements shall hereafter refer to the Credit Agreement as amended hereby.

5. Authority; Etc. The execution and delivery by each of the Borrowers and the Borrowers’ Agent of this Amendment and the performance by each of the Borrowers and the Borrowers’ Agent of all of its agreements and obligations under the Credit Agreement as amended hereby are within the organizational authority of each of them and have been duly authorized by all necessary organizational action on the part of each Borrower and the Borrowers’ Agent.

6. Miscellaneous.

(a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

(b) Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment or the Credit Agreement for any other purpose or be given any substantive effect.

(c) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.

(d) Delivery of an executed counterpart of a signature page of this Amendment by telecopy or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Amendment.

[The remainder of this page was left blank intentionally.]

2

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be executed by their respective officers as of the day and year first above written.

ASA OPCO HOLDINGS, LLC, as Borrower
By:	/s/ Michael A. Slaney
Name:	Michael A. Slaney
Title:	Chief Operating Officer
ASA ALBION, LLC, as Borrower
By:	/s/ Michael A. Slaney
Name:	Michael A. Slaney
Title:	Chief Operating Officer
ASA BLOOMINGBURG, LLC, as Borrower
By:	/s/ Michael A. Slaney
Name:	Michael A. Slaney
Title:	Chief Operating Officer
ASA LINDEN, LLC, as Borrower
By:	/s/ Michael A. Slaney
Name:	Michael A. Slaney
Title:	Chief Operating Officer

First Amendment to Credit Agreement

ASA OPCO HOLDINGS, LLC, as Borrowers’ Agent
By:	/s/ Michael A. Slaney
Name:	Michael A. Slaney
Title:	Chief Operating Officer

First Amendment to Credit Agreement

WESTLB AG, NEW YORK BRANCH, as Lender
By:	/s/ DUNCAN ROBERTSON
Name:	DUNCAN ROBERTSON
Title:	EXECUTIVE DIRECTOR
By:	/s/ JAMES D. MCPARTLAN
Name:	JAMES D. MCPARTLAN
Title:	MANAGING DIRECTOR
Acknowledged by:
WESTLB AG, NEW YORK BRANCH, as Administrative Agent
By:	/s/ DUNCAN ROBERTSON
Name:	DUNCAN ROBERTSON
Title:	EXECUTIVE DIRECTOR
By:	/s/ JAMES D. MCPARTLAN
Name:	JAMES D. MCPARTLAN
Title:	MANAGING DIRECTOR

First Amendment to Credit Agreement

FIRST NATIONAL BANK OF OMAHA, as Lender
By:	/s/ MARK A. BARATTA
Name:	MARK A. BARATTA
Title:	VICE PRESIDENT

First Amendment to Credit Agreement

STANDARD CHARTERED BANK,
as Lender
By:	/s/ ANDREW Y. NG
Name:	ANDREW Y. NG
Title:	VICE PRESIDENT STANDARD CHARTERED BANK NY
By:	/s/ NADA ELREEDY
Name:	NADA ELREEDY
Title:	SENIOR VICE PRESIDENT PROJECT FINANCE AMERICAS

First Amendment to Credit Agreement

ING CAPITAL LLC, as Lender
By:	/s/ Daniel W. Lamprecht
Name:	Daniel W. Lamprecht
Title:	Managing Director

First Amendment to Credit Agreement

SCOTIABANC INC., as Lender
By:	/s/ William E. Zarrett
Name:	William E. Zarrett
Title:	Managing Director

First Amendment to Credit Agreement

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as Lender
By:	/s/ Ben Mahlich
Name:	Ben Mahlich
Title:	AVP/Lending Officer

First Amendment to Credit Agreement

BANK MIDWEST, N.A., as Lender
By:	/s/ DAVID L. RAMBO
Name:	DAVID L. RAMBO
Title:	SENIOR VICE PRESIDENT COMMERCIAL LENDING

First Amendment to Credit Agreement

BANCO BILBAO VIZCAYA ARGENTARIA S.A., as Lender
By:	/s/ Hector Villegas
Name:	Hector Villegas
Title:	Vice President
By:	/s/ Maite Vizan
Name:	Maite Vizan
Title:	Vice President

First Amendment to Credit Agreement

1ST FARM CREDIT SERVICES, FLCA, as Lender
By:	/s/ Dale A. Richardson
Name:	Dale A. Richardson
Title:	VP-Capital Markets

First Amendment to Credit Agreement

NATEXIS BANQUES POPULAIRES, as Lender
By:	/s/ Pierre Audrain
Name:	Pierre Audrain
Title:	Vice President
By:	/s/ Robert Park
Name:	Robert Park
Title:	Associate

First Amendment to Credit Agreement

AMARILLO NATIONAL BANK,
as Lender
By:	/s/ Craig L. Sanders
Name:	Craig L. Sanders
Title:	Executive Vice President
By:	/s/ J. Mark Fields
Name:	J. Mark Fields
Title:	Vice President

First Amendment to Credit Agreement

INVESTEC BANK (UK) LIMITED,
as Lender
By:	/s/ IAN WOHLMAN
Name:	IAN WOHLMAN
Title:	HEAD OF CREDIT, INVESTEC BANK (UK) LTD
By:	/s/ DAVID VAN DER WALT
Name:	DAVID VAN DER WALT
Title:	HEAD OF TREASURY AND SPECIALIST FINANCE, INVESTEC BANK (UK) LTD

First Amendment to Credit Agreement

EX-10.3

Exhibit 10.3

EXECUTION VERSION

SECOND AMENDMENT TO CREDIT AGREEMENT

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.

WHEREAS, pursuant to the Credit Agreement, dated as of February 6, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Borrowers’ Agent, each of the Lenders from time to time party thereto, the Administrative Agent, First National Bank of Omaha, as Collateral Agent for the Senior Secured Parties, First National Bank of Omaha, as Accounts Bank, WestLB AG, New York Branch, as Co-Syndication Agent, Lead Arranger, and Sole Lead Bookrunner, First National Bank of Omaha and Standard Chartered Bank, as Co-Syndication Agents and Lead Arrangers and CIT Capital USA INC. and ING Capital LLC, as Co-Documentation Agents and Lead Arrangers, the Lenders agreed to make a credit facility available to the Borrowers, subject to the terms and conditions set forth therein;

WHEREAS, pursuant to a First Amendment to Credit Agreement, dated as of May 23, 2006 among the Borrowers, the Borrowers’ Agent, each of the Lenders party thereto and the Administrative Agent, the parties thereto agreed to amend the Credit Agreement in the manner set forth therein;

WHEREAS, the Borrowers have requested that the Lenders amend the Credit Agreement in the manner set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Credit Agreement and herein, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not otherwise defined herein shall have the same meanings assigned to them in the Credit Agreement.

2. Amendments to the Credit Agreement. Effective as of the date when this Amendment is executed by each of the Lenders, the Administrative Agent, each of the Borrowers, the Borrowers’ Agent and the Collateral Agent, the parties hereto hereby agree to amend the following provisions of the Credit Agreement in the manner set forth as follows:

A. The numeral “(i)” will be added in the first line of the definition

of “Excess Construction Loan Commitment” in Section 1.01 (Defined Terms) between the phrases “…means,” and “after the Final Completion Date…”, and the following phrase will be added at the end of such definition:

“and (ii) on any date when amounts remain available under the Contingency Line Item for any Plant, with the prior written approval of the Independent Engineer and prior written notice thereof given to the Administrative Agent, any amounts up to (but not in excess of) such unutilized Contingency Line Item.”

B. The parenthetical “(or otherwise)” will be added on the second line of Section 2.01(h) (Commitments and Borrowing—Construction Loans), between the phrases “…Completion of any Plant” and “, there exists any…”; and the parenthetical “(or otherwise is experiencing a shortfall in availability of funds under the Contingency Line Item for such Plant)” will be added on the sixth line of such Section, between the phrases “…not yet achieved Final Completion” and “and shall be deposited…”.

C. Paragraph (ii) of Section 6.01(a) (Conditions Precedent—Conditions to First Construction Loan Borrowing) will be deleted in its entirety and replaced with the following: “(ii) [Intentionally omitted];”.

D. The following phrase will be added at the end of Section 6.01(h) (Conditions Precedent—Conditions to First Construction Loan Borrowing):

“; provided, that no such certificates will be required in connection with Consents dated as of the date of such Borrowing”.

E. Paragraph (iii) of Section 6.02(c) (Conditions to First Borrowing for Each Plant—Notices to Proceed) is hereby deleted in its entirety and replaced with the following:

“(iii) with respect to all three (3) Plants, on or before October 1, 2006.”

F. The following new clause (j) will be added at the end of Section 6.02 (Conditions Precedent—Conditions to First Borrowing for Each Plant):

“(j) Construction Notes. The Administrative Agent shall have received the original Construction Notes for the Plant with

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respect to which such Borrowing is being requested, each of which shall be duly executed and delivered by an Authorized Officer of each Borrower in favor of each Lender.”

G. The following language is hereby added at the end of paragraph (iii) of Section 6.03(a) (Conditions to All Construction Loan Borrowings—Borrowing Notice):

“; provided, that the Borrowers may request up to one million Dollars ($1,000,000) pursuant to each such Borrowing Notice for Project Costs provided for in the applicable Construction Budget with respect to which invoices are not yet available; provided, further that the application of all such amounts shall be reconciled in the immediately succeeding Borrowing Notice.”

H. The following parenthetical provision is hereby added in the introductory paragraph of Section 7.03 (Covenants—Reporting Requirements) between the phrases “The Borrowers will…” and “furnish to the Administrative Agent…”:

“(and, in the case of Sections 7.03(a)(ii) and 7.03(b)(ii), will use its commercially reasonable efforts to)”.

I. (i) In Section 7.03(a) (Covenants—Reporting Requirements), the number “forty- five (45) “is hereby deleted and replaced with the number “sixty (60)”; and (ii) in Section 7.03(b) (Covenants—Reporting Requirements), the number “ninety (90)” is hereby deleted and replaced with the number “one hundred five (105)”.

J. Sections (iv) and (xi) of Schedule 5.25 are hereby deleted in their entirety and replaced with the following:

1. “(iv) Allocating fairly and reasonably the cost of any shared office space and shared employees with the other Borrowers or any of their respective Affiliates;”; and

2. “(xi) Paying the salaries of its own employees; provided, that (A) ASA Biofuels’ employees may provide services to the Borrowers, (B) the Borrowers may share employees amongst themselves, and (C) the expenses of such shared employees shall be allocated fairly and reasonably among the Borrowers and ASA Biofuels.”

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K. The following phrase will be added in Schedule 6.01(a), underneath the heading “Project Party Consents”:

“The following Consents are required as a condition to the initial Borrowing to the extent that the Project Document to which such Consent relates has been executed and delivered on or before the initial Borrowing Date”.

L. Paragraph (ii) of Section 4 (Delivery of Additional Documents) of Exhibit A will be deleted in its entirety and replaced with the following:

“(ii) attached hereto as Exhibit B, invoices for [(i) all Project Costs that were paid with proceeds of the immediately preceding Borrowing and for which no invoices were available on the date of the Borrowing Notice with respect to such Borrowing, and (ii)] all Project Costs (other than interest and Fees on the Loans) that are not included in the Application[s] for Payment attached hereto as Exhibit A and that are proposed to be paid with proceeds of the Proposed Borrowing, each of which has been certified as true and complete by the Borrowers’ Agent[; provided, that no invoices are yet available for Project Costs in an amount of [            ] ($[            ]) provided for in the [Albion / Bloomingburg / Linden] Construction Budget with respect to which amounts are requested in this Borrowing Notice].

3. Ratification; No Waiver; Etc. Except as expressly amended hereby, the Credit Agreement and all documents, instruments, and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of any of the Lenders, the Collateral Agent or any other Senior Secured Party under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. The Credit Agreement shall, together with this Amendment, be read and construed as a single agreement. All references in the Credit Agreement and any related documents, instruments and agreements shall hereafter refer to the Credit Agreement, as amended hereby.

4. Authority; Etc. The execution and delivery by each of the Borrowers and the Borrowers’ Agent of this Amendment and the performance by each of the Borrowers and the Borrowers’ Agent of all of its agreements and obligations under the Credit Agreement as amended hereby are within the organizational authority of each of them and have been duly authorized by all necessary organizational action on the part of, and have been duly and validly executed by, each Borrower and the Borrowers’ Agent.

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5. Miscellaneous.

(a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

(b) Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment or the Credit Agreement for any other purpose or be given any substantive effect.

(c) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.

(d) Delivery of an executed counterpart of a signature page of this Amendment by telecopy or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Amendment.

[The remainder of this page was left blank intentionally.]

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IN WITNESS WHEREOF, the parties hereto have caused this second Amendment to Credit Agreement to be executed by their respective officers as of the day and year first above written.

ASA OPCO HOLDINGS, LLC.
as Borrower
By:	[Illegible]
Name:
Title:
ASA ALBION, LLC, as Borrower
By:	[Illegible]
Name:
Title:
ASA BLOOMINGBURG, LLC, as Borrower
By:	[Illegible]
Name:
Title:
ASA LINDEN, LLC, as Borrower
By:	[Illegible]
Name:
Title:

Second Amendment to Credit Agreement

ASA OPCO HOLDINGS, LLC,
as Borrower’s Agent
By:	[Illegible]
Name:
Title:

Second Amendment to Credit Agreement

WESTLB AG, NEW YORK BRANCH,
as Lender
By:	/s/ DUNCAN ROBERTSON
Name:	DUNCAN ROBERTSON
Title:	EXECUTIVE DIRECTOR
By:	/s/ THOMAS D. MURRAY
Name:	THOMAS D. MURRAY
Title:	MANAGING DIRECTOR
WESTLB AG, NEW YORK BRANCH, as Administrative Agent
By:	/s/ DUNCAN ROBERTSON
Name:	DUNCAN ROBERTSON
Title:	EXECUTIVE DIRECTOR
By:	/s/ THOMAS D. MURRAY
Name:	THOMAS D. MURRAY
Title:	MANAGING DIRECTOR

Second Amendment to Credit Agreement

FIRST NATIONAL BANK OF OMAHA,
as Lender
By:	/s/ Mark Baratta
Name:	Mark Baratta
Title:	VP
FIRST NATIONAL BANK OF OMAHA, as Collateral agent
By:	/s/ Mark Baratta
Name:	Mark Baratta
Title:	VP

Second Amendment to Credit Agreement

AGFIRST FARM CREDIT BANK, as
Lender
By:	[Illegible]
Name:
Title:	Vice-President

Second Amendment to Credit Agreement

AMARILLO NATIONAL BANK,
as Lender
By:	/s/ Mark Fields
Name:	Mark Fields
Title:	Vice President
By:
Name:
Title:

Second Amendment to Credit Agreement

BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
as Lender
By:	/s/ Anne-Maureen Sarfati
Name:	Anne-Maureen Sarfati
Title:	Vice President
	Global Corporate Banking
By:	/s/ NURYS MALEKI
Name:	NURYS MALEKI
Title:	Vice President
	Global Trade Finance

Second Amendment to Credit Agreement

BANCO SANTANDER CENTRAL HISPANO, S.A., ACTING THROUGH ITS NEW YORK BRANCH
as Lender
By:	/s/ Harry Moreno
Name:	Harry Moreno
Title:	Vice President
By:	/s/ Carlos F. de Paula
Name:	Carlos F. de Paula
Title:	Executive Director
	Grupo Santander

Second Amendment to Credit Agreement

BANK MIDWEST, N.A.,
as Lender
By:	/s/ DAVID L. RAMBO
Name:	DAVID L. RAMBO
Title:	SENIOR VICE PRESIDENT
	COMMERCIAL LENDING

Second Amendment to Credit Agreement

CIT CAPITAL USA INC.,
as Lender
By:	[ILLEGIBLE]
Name:	[ILLEGIBLE]
Title:	SVP

Second Amendment to Credit Agreement

1ST FARM CREDIT SERVICES, FLCA,
as Lender
By:	/s/ DALE A. RICHARDSON
Name:	DALE A. RICHARDSON
Title:	VP Illinois Capital Markets Group

Second Amendment to Credit Agreement

FARM CREDIT SERVICES OF AMERICA, FLCA,
as Lender
By:	[Illegible]
Name:
Title:

Second Amendment to Credit Agreement

ING CAPITAL LLC,
as Lender
By:	/s/ Daniel W. Lamprecht
Name:	Daniel W. Lamprecht
Title:	Managing Director

Second Amendment to Credit Agreement

INVESTEC BANK (UK) LIMITED,
as Lender
By:	/s/ C NELSON
Name:	C NELSON – AUTHORISED SIGNATORY
Title:
By:	/s/ M. Henderson
Name:	M. Henderson
Title:	Director

Second Amendment to Credit Agreement

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA,
as Lender
By:	[ILLEGIBLE]
Name:	[ILLEGIBLE]
Title:	AVP

Second Amendment to Credit Agreement

METROPOLITAN LIFE INSURANCE COMPANY,
as Lender
By:	/s/ Erik V. Savi
Name:	Erik V. Savi
Title:	Director

Second Amendment to Credit Agreement

NATEXIS BANQUES POPULAIRES,
as Lender
By:	/s/ ANADI JAUHARI
Name:	ANADI JAUHARI
Title:	VP and GROUP MANAGER
By:	/s/ ROBERT PARK
Name:	ROBERT PARK
Title:	ASSOCIATE

Second Amendment to Credit Agreement

SCOTIABANC INC.,
as Lender
By:	/s/ William E. Zarrett
Name:	William E. Zarrett
Title:	Managing Director

Second Amendment to Credit Agreement

STANDARD CHARTERED BANK,
as Lender
By:	/s/ NADA ELREEDY
Name:	NADA ELREEDY
Title:	SENIOR VICE PRESIDENT
	PROJECT FINANCE AMERICAS
By:	/s/ ANDREW Y. NG
Name:	ANDREW Y. NG
Title:	VICE PRESIDENT
	STANDARD CHARTERED BANK NY

Second Amendment to Credit Agreement

EX-10.4

Exhibit 10.4

EXECUTION COPY

THIRD AMENDMENT TO CREDIT AGREEMENT

AND FIRST AMENDMENT TO ASA HOLDINGS PLEDGE AGREEMENT

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.

WHEREAS, pursuant to the Credit Agreement, dated as of February 6, 2006 (as amended by the First Amendment to Credit Agreement, dated as of                          , 2006, and the Second Amendment to Credit Agreement, dated as of                          , 2006, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Borrowers’ Agent, each of the Lenders from time to time party thereto, the Administrative Agent, First National Bank of Omaha, as Collateral Agent for the Senior Secured Parties, First National Bank of Omaha, as Accounts Bank, WestLB AG, New York Branch, as Co-Syndication Agent, Lead Arranger, and Sole Lead Bookrunner, First National Bank of Omaha and Standard Chartered Bank, as Co-Syndication Agents and Lead Arrangers and CIT Capital USA INC. and ING Capital LLC, as Co-Documentation Agents and Lead Arrangers, the Lenders agreed to make a credit facility available to the Borrowers, subject to the terms and conditions set forth therein;

WHEREAS, pursuant to the Pledge and Security Agreement, dated as of February 6, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Holdings Pledge Agreement”), among ASA Biofuels, ASA Holdings and the Collateral Agent, ASA Biofuels pledged one hundred percent (100%) of the Equity Interests in ASA Holdings to the Collateral Agent.

WHEREAS, the Borrowers have requested that the Lenders amend the Credit Agreement and the Holdings Pledge Agreement in the manner set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Credit Agreement and herein, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not otherwise defined herein shall have the same meanings assigned to them in the Credit Agreement.

2. Amendments to the Credit Agreement to Become Effective Upon the ASA Biofuels Conversion Date. Effective upon the ASA Biofuels Conversion Date (as defined in Section 6A hereof), the parties hereto hereby agree to amend the following provisions of the Credit Agreement in the manner set forth as follows:

A. The definition of “ASA Biofuels” set forth in Section 1.01 (Defined Terms) will be deleted in its entirety and replaced with the following:

““ASA Biofuels” means ASAlliances Biofuels, Inc., a corporation organized and existing under the laws of the State of Delaware.”

B. (i) The definition of “ASA Biofuels LLC Agreement” set forth in Section 1.01 (Defined Terms) will be deleted in its entirety and replaced with the following:

““ASA Biofuels By-Laws” means the certificate of incorporation, by-laws, operating agreement (or the equivalent) or other organizational documents of ASA Biofuels.”; and

(ii) Every time the term “ASA Biofuels LLC Agreement” is set forth in the Credit Agreement it will be deleted and replaced with the term “ASA Biofuels By-Laws”.

C. With respect to the fifth paragraph of the definition of “Federal Tax Distribution Amount” set forth in Section 1.01 (Defined Terms): (i) The phrase “…ordinary business…” beginning on the sixteenth line will be deleted and replaced with the word “taxable”; (ii) the phrase “…Form 1065, U.S. Return of Partnership Income…” beginning on the seventeenth and twenty- fourth lines will be deleted and in each case replaced with the phrase “Form 1120, U.S. Corporation Income Tax Return”; (iii) the phrase “…ordinary business…” on the thirty-third line will be deleted and replaced with the phrase “alternative minimum taxable”; and (iv) the phrase “…Form 1065, U.S. Return of Partnership Income) of ASA Biofuels, adjusted for the alternative minimum tax (AMT) items (as would be reported on Schedule K of Form 1065, U.S Return of Partnership Income…” beginning on the thirty-third line will be deleted and replaced with the phrase “Form 4626, Alternative Minimum Tax – Corporations”.

D. The word “State” will be added on the last line of the definition of “State Tax Distribution Amount” set forth in Section 1.01 (Defined Terms), between the words “…Applicable” and “Tax…”.

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3. Further Amendments to the Credit Agreement to Become Effective Upon the Consummation of an ASA Biofuels’ IPO. Effective upon the IPO Date (as defined in Section 6B hereof), the parties hereto hereby further agree to amend the following provisions of the Credit Agreement in the manner set forth as follows:

A. The following definitions set forth in Section 1.01 (Defined Terms) will be deleted in their entirety: “Albion Required Subordinated Debt Disbursement”; “Bloomingburg Required Subordinated Debt Disbursement”; “Current Priority Subordinated Interest”; “Deferred Priority Subordinated Interest”; “Intercreditor Agreement”; “Linden Required Subordinated Debt Disbursement”; “Required Subordinated Debt Disbursements”; “Right of First Offer and Refusal Agreement”; “Subordinated Debt Agreements”; “Subordinated Debt Environmental Indemnity Agreement”; “Subordinated Debt Obligations”; “Subordinated Debt Negative Pledge Agreement”; “Subordinated Guaranty”; “Subordinated Lenders”; “Subordinated Loans”; and “Subordinated Note Purchase Agreement”.

B. The phrase “and the Albion Required Subordinated Debt Disbursement” beginning on the fifth line of the definition of “Albion Construction Budget” set forth in Section 1.01 (Defined Terms) will be deleted.

C. The amount specified beginning on the third line of the definition of “Albion Required Equity Contribution” set forth in Section 1.01 (Defined Terms) will be deleted and replaced with the following amount: “forty eight million eight hundred twenty-seven thousand seven hundred seventy-three Dollars ($48,827,773)”.

D. The phrase “and the Bloomingburg Required Subordinated Debt Disbursement” beginning on the sixth line of the definition of “Bloomingburg Construction Budget” set forth in Section 1.01 (Defined Terms) will be deleted.

E. The amount specified beginning on the third line of the definition of “Bloomingburg Required Equity Contribution” set forth in Section 1.01 (Defined Terms) will be deleted and replaced with the following amount: “fifty million one hundred forty-seven thousand one hundred fifty-one Dollars ($50,147,151)”.

F. The phrase “Required Subordinated Debt Disbursements;” on the tenth line of the definition of “Cash Flow” set forth in Section 1.01 (Defined Terms) will be deleted.

G. Paragraph (iv) of the definition of “Financing Documents” set forth in Section 1.01 (Defined Terms) will be deleted in its entirety, and replaced with the following: “(iv) [Intentionally omitted];”.

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H. The definition of “Insolvency Proceeding” set forth in Section 1.01 (Defined Terms) will be deleted in its entirety and replaced with the following:

““Insolvency Proceeding” means, with respect to any Person, (i) any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, readjustment, composition or other similar proceeding relating to such Person or any of its respective properties, whether under any bankruptcy, reorganization or insolvency law or laws, federal or state, or any law, federal or state, relating to relief of debtors, readjustment of indebtedness, reorganization, composition or extension, (ii) any proceeding for any liquidation, liquidating distribution, dissolution or other winding up of such Person, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment for the benefit of creditors of such Person, (iv) other marshalling of the assets of such Person, (v) such Person applies for, consents or acquiesces to, or permits or suffers to exist the appointment of a trustee, receiver, sequestration or other custodian for such Person or for a substantial part of its property, or (vi) such Person becomes insolvent or generally fails to pay, or admits in writing its inability or unwillingness to pay, debts as they become due.”

I. The following definition will be added in Section 1.01 (Defined Terms), immediately after the definition of “Interest Rate Protection Provider”:

““IPO Date” has the meaning set forth in the Third Amendment.”

J. The phrase “and the Linden Required Subordinated Debt Disbursement” on the sixth line of the definition of “Linden Construction Budget” set forth in Section 1.01 (Defined Terms) will be deleted.

K. The amount specified beginning on the third line of the definition of “Linden Required Equity Contribution” set forth in Section 1.01 (Defined Terms) will be deleted and replaced with the following amount: “forty eight million eight hundred twenty-nine thousand nine hundred eighty-six (48,829,986)”.

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L. The phrase “, each Subordinated Lender” in the definition of “Loan Parties” set forth in Section 1.01 (Defined Terms) will be deleted.

M. Clause (b) of the definition of “Restricted Payments” set forth in Section 1.01 (Defined Terms) will be deleted in its entirety, and the following clauses of such definition shall be renumbered accordingly.

N. The following phrase will be added at the end of the definition of “Restricted Payments” set forth in Section 1.01 (Defined Terms):

“or fees otherwise approved in the Construction Budgets or the Operating Budget”.

O. The following definition will be added in Section 1.01 (Defined Terms), immediately after the definition of “Termination Event”:

““Third Amendment” means the Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement, dated as of                          , 2006, by and among the Borrowers, the Borrowers’ Agent, ASA Biofuels, each of the Lenders party thereto, the Administrative Agent, the Collateral Agent and the Accounts Bank.”

P. The phrase “and (C) closing fees paid on the Subordinated Loans” beginning on the tenth line of paragraph (iv) of Section 2.04(g) (Commitments and Borrowing—Borrowing of Loans) will be deleted and replaced with the following: “and (C) one million two hundred fifty thousand Dollars ($1,250,000)”.

Q. The following phrase will be added at the end of Section 2.04(g)(iv) (Commitments and Borrowing—Borrowing of Loans):

“; provided, that for purposes of clause (1) above, it will be assumed that the management fees incurred and paid by the Borrowers as Project Costs under the Line Item entitled “Management Fees” under the heading “Start-up and Working Capital” of the Construction Budgets were incurred and paid as provided for in the original Construction Budgets and the Management Services Agreement through the Conversion Date (as if no prepayment of fees under the Management Services Agreement had been made)”.

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R. Paragraph (vii) of Section 2.04(g) (Commitments and Borrowing—Borrowing of Loans) will be deleted in its entirety and replaced with the following:

“(vii) seventh, to ASA Biofuels, as reimbursement for, or repayment of, the Required Equity Contributions, in an amount equal to thirty-five percent (35%) of any outstanding Construction Loan Commitments that remain outstanding after the disbursements described in priorities first through sixth above.”

S. The phrase “, and the Subordinated Debt Agreements” beginning on the sixth line of Section 5.11(a) (Representations and Warranties—Transaction Documents and Other Documents; Representations and Warranties in Transaction Documents) will be deleted and the word “and” will be added on the sixth line of such Section between the phrases “…the Project Documents” and “the Management Services Agreement”.

T. The phrase “and the Required Subordinated Debt Disbursements” beginning on the eighth line of Section 5.22(b) (Representations and Warranties—Accuracy of Information) will be deleted, and the word “and” will be added between the phrases “…this Agreement,” and “…the Required Equity Contributions” on the eighth line of such Section.

U. Section 6.02(b) (Conditions to First Borrowing for Each Plant—Subordinated Loans) will be deleted in its entirety, and replaced with the following: “(b) [Intentionally omitted].”

V. Paragraph (ii) of Section 7.02(a) (Negative Covenants—Restrictions on Indebtedness of the Borrowers) will be deleted in its entirety, and replaced with the following: “(ii) [Intentionally omitted];”.

W. Section 7.02(n) (Negative Covenants—Subordinated Debt Agreements) will be deleted in its entirety, and replaced with the following: “(n) [Intentionally omitted].”

X. The following phrase will be added at the end of Section 7.02(t) (Negative Covenants—Construction Budget ”):

“; provided, that the Line Items entitled “Management Fees” and “Cash Interest sub debt” set forth in the Construction Budgets shall be deemed to be completed for purposes of clause (ii) above on the IPO Date.

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Y. The phrase “or any Subordinated Debt Agreement” beginning on the third line of Section 7.03(g) (Covenants—Reporting Requirements) will be deleted, and the word “or” will be added between the phrases “…the Management Services Agreement,” and “any Additional Project Documents…” on the third line of such Section.

Z. Section 7.03(h) (Covenants—Reporting Requirements) will be deleted in its entirety, and replaced with the following: “(h) [Intentionally omitted];”.

AA. The phrase “and the Albion Required Subordinated Debt Disbursement” on the second line of Section 8.03(b) (Project Accounts—Albion Construction Account) will be deleted.

BB. The phrase “and the Bloomingburg Required Subordinated Debt Disbursement” beginning on the second line of Section 8.04(b) (Project Accounts—Bloomingburg Construction Account) will be deleted.

CC. The phrase “and the Linden Required Subordinated Debt Disbursement” on the second line of Section 8.05(b) (Project Accounts—Linden Construction Account) will be deleted.

DD. Paragraphs (x) and (xviii) of Section 8.08(b) (Revenue Account) will be deleted in their entirety, and replaced with the following: “(x) [Intentionally omitted];” and “(xviii) [Intentionally omitted];”, respectively.

EE. The phrase “, or any Loan Party defaults in the due performance and observance of any of its obligations under the Intercreditor Agreement” beginning on the fourteenth line of Section 9.01(c) (Events of Default—Non-Performance of Certain Covenants and Obligations) will be deleted.

FF. The phrase “Subject to the Right of First Offer and Refusal Agreement,” on the first line of Section 11.03(b) (Miscellaneous—Assignments) will be deleted, and the first letter of the word “any” immediately following such phrase will be capitalized.

GG. The parenthetical provision beginning on the sixth line of paragraph (iii) of Section 11.09 (Miscellaneous—Indemnification by the Borrowers) will be deleted.

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HH. The following terms will be deleted every time they are listed in Schedule 5.11-A: “Subordinated Guaranty”, “Subordinated Environmental Indemnity Agreement” and “Subordinated Negative Pledge Agreement”.

II. The following phrases set forth in Schedule 5.25 will be deleted: (a) “the Subordinated Guaranty and” on the third line of Section (vii); (b) “and the Subordinated Guaranty” on the third line of Section (xviii); and (c) “and the Subordinated Guaranty” beginning on the seventh line of Section (xx).

JJ. The phrase “and (C) closing fees paid on the Subordinated Loans” beginning on the eighth line of paragraph fourth of Section 2 (Use of Proceeds) of Exhibit A will be deleted and replaced with the following: “and (C) one million two hundred fifty thousand Dollars ($1,250,000)”.

KK. The following phrase will be added at the end of paragraph fourth of Section 2 (Use of Proceeds) of Exhibit A:

“; provided, that for purposes of clause (1) above, it has been assumed that the management fees incurred and paid by the Borrowers as Project Costs under the Line Item entitled “Management Fees” under the heading “Start-up and Working Capital” of the Construction Budgets were incurred and paid as provided for in the original Construction Budgets and the Management Services Agreement through the Conversion Date (as if no prepayment of fees under the Management Services Agreement had been made)”.

LL. Paragraph seventh of Section 2 (Use of Proceeds) of Exhibit A will be deleted in its entirety and replaced with the following:

“seventh, [            ] Dollars ($[            ]) to ASA Biofuels, as reimbursement for, or repayment of, the Required Equity Contributions, which amount is equal to thirty-five percent (35%) of any outstanding Construction Loan Commitments that remain outstanding after the disbursements described in priorities first through sixth above.”

MM. Paragraphs (x) and (xviii), and paragraphs (q) and (y), of Exhibit L will be deleted in their entirety, and replaced with the following: “(x) [Intentionally omitted];”, “(xviii) [Intentionally omitted];”, “(q) [Intentionally omitted].” and “(y) [Intentionally omitted].”, respectively.

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NN. The phrases “, the Right of First Offer and Refusal Agreement”, “or the Right of First Offer and Refusal Agreement”, and “and the Right of First Offer and Refusal Agreement” will be deleted every time they appear in Exhibit V. In addition, and also with respect to such Exhibit V, (I) the word “or” will be added on the seventh line of Section 4(a) between the phrases “…with the Credit Agreement,” and “the other Financing Documents…”; (II) the word “and” will be added on the fourth line of Section 4(b) between the phrases “…under the Credit Agreement,” and “the other Financing Documents…”; (III) the word “and” will be added on the seventh line of Section 4(b) between the phrases “…a copy of the Credit Agreement,” and “each other Financing Document…”; (IV) the word “or” will be added on the sixteenth line of Section 4(b) between the phrases “…under the Credit Agreement,” and “any other Financing Document…”; and (V) the word “and” will be added on the fourth lines of Sections 5(c)(i) and (ii), in each case between the phrases “…under the Credit Agreement,” and “the other Financing Documents”.

OO. The phrase “or Subordinated Debt Agreement” on the third line of Section 6 of Exhibit W will be deleted, and the word “or” will be added on the second line of such Section between the phrases “…any Project Document,” and “Additional Project Document”.

4. Amendments to the Holdings Pledge Agreement. Effective upon the ASA Biofuels Conversion Date, ASA Holdings, ASA Biofuels and the Collateral Agent hereto hereby further agree to amend the following provisions of the Holdings Pledge Agreement in the manner set forth as follows:

A. The phrase “limited liability company” in Sections 4.01(a) and (b) (Representations and Warranties—Organization; Power; Compliance with Law and Contractual Obligations) will be deleted and replaced with the word “corporation”.

B. The phrase “limited liability company” in Sections 4.01(c) (Representations and Warranties—Organization; Power; Compliance with Law and Contractual Obligations) and 4.02(a) (Representations and Warranties—Due Authorization; Non-Contravention) will be deleted and replaced with the word “corporate”.

C. Section 4.07 (Representations and Warranties—Name; Organizational Number) will be amended in the manner set forth in the ASA Biofuels Conversion Notice (with respect to name) and the Certificate of Conversion (with respect to the organizational number).

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D. The term “ASALLIANCES BIOFUELS, LLC” set forth in Exhibits A and B will be deleted and replaced with “ASALLIANCES BIOFUELS, INC”.

5. Obligations of the Borrowers in Connection with the ASA Biofuels’ IPO. In addition to each of their covenants, agreements and obligations set forth in the Credit Agreement, the Borrowers hereby jointly and severally agree with each Agent and each Lender that:

A. No later than three (3) Business Days prior to the IPO Date, the Borrowers shall give written notice to the Administrative Agent specifying the IPO Date and any other information reasonably requested by the Administrative Agent in connection with ASA Biofuels’ IPO.

B. On the IPO Date, the Borrowers shall provide the Administrative Agent with a certified pay-off letter executed by each Subordinated Lender (i) confirming that all the Subordinated Debt Obligations have been irrevocably and indefeasibly paid in full, (ii) confirming that each Subordinated Debt Agreement (including each Subordinated Guaranty, the Subordinated Debt Environmental Indemnity Agreement and the Subordinated Debt Negative Pledge Agreement) has been terminated, and (iii) acknowledging that, effective upon the IPO Date, the Intercreditor Agreement and the Right of First Offer and Refusal Agreement have been terminated.

C. Within three (3) Business Days after the IPO Date, the Borrowers shall file with the relevant registry/ies evidence of the termination in full of each of the Subordinated Debt Agreements or other documents and/or instruments executed pursuant thereto whose execution has been recorded in such registry/ies, and promptly thereafter shall deliver to the Administrative Agent acknowledgement copies or stamped receipt copies of the recordation of each such termination.

6. Conditions to Effectiveness. This Amendment (except as set forth in Sections 6.A. and 6.B. below) shall become effective upon the execution of a counterpart hereof by each of the Borrowers, the Borrowers’ Agent, ASA Biofuels, the Lenders, the Administrative Agent, the Collateral Agent and the Accounts Bank.

A. The provisions of Sections 2 and 4 of this Amendment shall become effective on the date on which each of the following provisions are satisfied in a manner satisfactory to the Administrative Agent (the “ASA Biofuels Conversion Date”), provided that such provisions shall not become effective and shall be deemed to be null and void if the ASA Biofuels Conversion Date does not occur by the earlier of (x) the IPO Date and (y) twelve (12) months following the execution of this Amendment:

(i) a counterpart of this Amendment shall have been executed by each of the parties hereto and delivered to the Administrative Agent;

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(ii) the Administrative Agent shall have received satisfactory evidence, including certificates of good standing from the Secretaries of State of each relevant jurisdiction, that ASA Biofuels is duly authorized as a corporation to carry on its business, and is duly organized, validly existing and in good standing in each jurisdiction in which it is required to be so authorized;

(iii) the Administrative Agent shall have received a legal opinion from Dorsey & Whitney LLP, New York and Delaware counsel to ASA Biofuels, addressed to the Senior Secured Parties and in form and substance reasonably satisfactory to the Administrative Agent, addressing such matters related to the conversion of ASA Biofuels and the Lien granted pursuant to the Holdings Pledge Agreement as the Administrative Agent may reasonably request;

(iv) the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security:

1. acknowledgment copies or stamped receipt copies of a proper amendment of the UCC financing statements relating to the Holdings Pledge Agreement, duly filed with the Secretary of State of the State of Delaware;

2. the original certificates representing all Equity Interests in ASA Holdings reflecting ASAlliances Biofuels, Inc. as the owner shall have been delivered to the Collateral Agent, in each case together with a duly executed transfer power and irrevocable proxy in the form attached to the Holdings Pledge Agreement;

3. evidence of the completion of all other actions, recordings and filings of or with respect to the Holdings Pledge Agreement that the Administrative Agent may deem necessary or desirable in order to continue to perfect and protect the first-priority Liens created under the Holdings Pledge Agreement;

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(v) the Administrative Agent shall have received from ASA Biofuels a certificate of an Authorized Officer dated as of the ASA Biofuels Conversion Date, upon which the Administrative Agent and each Lender may conclusively rely, as to:

1. resolutions of its members, managers, directors or shareholders, as the case may be, then in full force and effect authorizing the conversion of ASA Biofuels into a corporation;

2. the incumbency and signatures of those of its officers and representatives authorized to execute and otherwise act with respect to each Financing Document to which it is party; and

3.ASA Biofuel’s Organic Documents (including a Certificate of Conversion and a Certificate of Incorporation duly filed with the Secretary of State of the State of Delaware) which shall be in form and substance reasonably satisfactory to the Required Lenders, and certifying that (A) such documents are in full force and effect and no term or condition thereof has been amended from the form thereof delivered to the Administrative Agent and (B) no material breach, material default or material violation thereunder has occurred and is continuing; and

(vi) the Borrowers’ Agent and ASA Biofuels shall have provided at least three (3) Business Days prior written notice to the Administrative Agent of the anticipated ASA Biofuels Conversion Date (the “ASA Biofuels Conversion Notice”), which notice shall set forth the full legal name of ASA Biofuels to be effective on the ASA Biofuels Conversion Date, and the Lenders acknowledge and agree that such notice will satisfy the notice requirements of Section 5.09 (Covenants of Pledgor—Name; Jurisdiction of Organization) of the Holdings Pledge Agreement.

B. The provisions of Section 3 of this Amendment shall become effective on the date on which each of the following provisions are satisfied (the “IPO Date”), provided that such provisions shall not become effective and shall be deemed to be null and void if the IPO Date does not occur within twelve (12) months following the execution of this Amendment:

(i) the condition set forth in Section 6A.(i) above shall have been satisfied;

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(ii) the initial public offering of shares of ASA Biofuels shall be consummated for an amount that equals or exceeds one hundred million Dollars ($100,000,000) (the “ASA Biofuels’ IPO”); and

(iii) each of the Borrowers’ obligations set forth in Sections 5A. and 5B. of this Amendment shall be fully satisfied to the Administrative Agent’s satisfaction.

7. Termination of Certain Agreements. Upon the effectiveness of Section 3 of this Amendment as provided in Section 6B. herein, the parties hereto hereby acknowledge and agree that the Intercreditor Agreement and the Right of First Offer and Refusal Agreement are automatically terminated.

8. Ratification; No Waiver; Etc. Except as expressly amended hereby, the Credit Agreement, the Holdings Pledge Agreement and all documents, instruments, and agreements related thereto are hereby ratified and confirmed in all respects and shall continue in full force and effect. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of any of the Lenders, the Collateral Agent or any other Senior Secured Party under the Credit Agreement or the Holdings Pledge Agreement, nor constitute a waiver of any provision of the Credit Agreement or the Holdings Pledge Agreement. The Credit Agreement shall, together with this Amendment, be read and construed as a single agreement, and the Holdings Pledge Agreement shall, together with this Amendment, be read and construed as a single agreement. All references in the Credit Agreement, the Holdings Pledge Agreement, and any related documents, instruments and agreements shall hereafter refer to the Credit Agreement and/or the Holdings Pledge Agreement, as amended hereby.

9. Authority; Etc. The execution and delivery by each of the Borrowers, ASA Biofuels and the Borrowers’ Agent of this Amendment and the performance by each of the Borrowers, ASA Biofuels and the Borrowers’ Agent of all of its agreements and obligations under the Credit Agreement as amended hereby are within the organizational authority of each of them and have been duly authorized by all necessary organizational action on the part of, and have been duly and validly executed by, each Borrower, ASA Biofuels and the Borrowers’ Agent .

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10. Miscellaneous.

(a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

(b) Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment or the Credit Agreement for any other purpose or be given any substantive effect.

(c) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.

(d) Delivery of an executed counterpart of a signature page of this Amendment by telecopy or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Amendment.

[The remainder of this page was left blank intentionally.]

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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement to be executed by their respective officers as of the day and year first above written.

ASA OPCO HOLDINGS, LLC, as borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	Chief Financial Officer
ASA ALBION, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	Chief Financial Officer
ASA BLOOMINGBURG, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	Chief Financial Officer
ASA LINDEN, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	Chief Financial Officer

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

ASSALIANCES BIOFUELS, LLC
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	Chief Financial Officer

ASA OPCO HOLDINGS, LLC, as Borrower’s Agent
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	Chief Financial Officer

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

WESTLB AG, NEW YORK BRANCH, as Lender
By:	/s/ DUNCAN ROBERTSON
Name:	DUNCAN ROBERTSON
Title:	EXECUTIVE DIRECTOR
By:	/s/ JUAN KREUTZ
Name:	JUAN KREUTZ
Title:	DIRECTOR
WESTLB AG, NEW YORK BRANCH, as Administrative Agent
By:	/s/ DUNCAN ROBERTSON
Name:	DUNCAN ROBERTSON
Title:	EXECUTIVE DIRECTOR
By:	/s/ JUAN KREUTZ
Name:	JUAN KREUTZ
Title:	DIRECTOR

This Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

FIRST NATIONAL BANK OF OMAHA, as Lender
By:	/s/ Fallon Savage
Name:	Fallon Savage
Title:	Commercial Loan Officer
FIRST NATIONAL BANK OF OMAHA, as Collateral Agent
By:	/s/ Fallon Savage
Name:	Fallon Savage
Title:	Commercial Loan Officer
FIRST NATIONAL BANK OF OMAHA, as Account Bank
By:	/s/ Fallon Savage
Name:	Fallon Savage
Title:	Commercial Loan Officer

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

1ST FARM CREDIT SERVICES, FLCA, as Lender
By:	/s/ Alan Zwilling
Name:	Alan Zwilling
Title:	Credit Analyst

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

AGFIRST FARM CREDIT BANK, as Lender
By:	/s/ Bruce B. Fortner
Name:	Bruce B. Fortner
Title:	Vice President

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

AMARILLO NATIONAL BANK, as Lender
By:	/s/ Craig L Sanders
Name:	Craig L Sanders
Title:	Executive Vice President
By:	/s/ Mark Fields
Name:	Mark Fields
Title:	Vice President

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

BANCO BILBAO VIZCAYA ARGENTARIA S.A., as Lender
By:	/s/ Anne-Maureen Sarfati
Name:	Anne-Maureen Sarfati
Title:	Vice President
	Global Corporate Banking
By:	/s/ JAY LEVIT
Name:	JAY LEVIT
Title:	VICE PRESIDENT
	GLOBAL CORPORATE BANKING

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

BANCO SANTANDER CENTRAL HISPANO, S.A., as Lender
By:	[Illegible]
Name:
Title:
By:	/s/ L. RUBEN PEREZ-ROMO
Name:	L. RUBEN PEREZ-ROMO
Title:	Vice President
	Global Corporate Banking

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

BANK MIDWEST, N.A., as Lender
By:	/s/ DAVID L. RAMBO
Name:	DAVID L. RAMBO
Title:	SENIOR VICE PRESIDENT
	COMMERCIAL LENDING

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

CIT CAPITAL USA INC., as Lender
By:	/s/ Joseph Gyurindak
Name:	Joseph Gyurindak
Title:	Vice President

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

FARM CREDIT SERVICES OF AMERICA, FLCA, as Lender
By:	/s/ Kathryn J. Frahm
Name:	Kathryn J. Frahm
Title:	Vice President

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as Lender
By:	/s/ Ben Mahlich
Name:	Ben Mahlich
Title:	AVP/Lending Officer

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

ING CAPITAL LLC, as Lender
By:	/s/ Jim Latimer
Name:	Jim Latimer
Title:	Managing Director

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

INVESTEC BANK (UK) LIMITED, as Lender
By:	/s/ M. Henderson
Name:	M. Henderson
Title:
By:	/s/ C KING
Name:	C KING
Title:	Authorized Signatory

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

METROPOLITAN LIFE INSURANCE COMPANY, as Lender
By:	/s/ Erik V. Savi
Name:	Erik V. Savi
Title:	Director

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

NATEXIS BANQUES POPULAIRES, as Lender
By:	/s/ Anadi Jauhari
Name:	Anadi Jauhari
Title:	VP/Group Head
By:	/s/ ROBERT PARK
Name:	ROBERT PARK
Title:	ASSOCIATE

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

SCOTIABANC INC., as Lender
By:	/s/ William E. Zarrett
Name:	William E. Zarrett
Title:	Managing Director

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

STANDARD CHARTERED BANK, as Lender
By:	/s/ NADA ELREEDY
Name:	NADA ELREEDY
Title:	SENIOR VICE PRESIDENT
	PROJECT FINANCE AMERICAS
By:	/s/ ANDREW Y. NG
Name:	ANDREW Y. NG
Title:	VICE PRESIDENT
	STANDARD CHARTERED BANK NY

Third Amendment to Credit Agreement and First Amendment to ASA Holdings Pledge Agreement

EX-10.5

Exhibit 10.5

EXECUTION VERSION

OMNIBUS AGREEMENT

(CONSENT, FOURTH AMENDMENT AND SECOND WAIVER)

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”).

WHEREAS, pursuant to the Credit Agreement, dated as of February 6, 2006 (as amended by the First Amendment to Credit Agreement, dated as of May 23, 2006, the Second Amendment to Credit Agreement, dated as of August 15, 2006, and the Third Amendment to Credit Agreement, dated as of August 30, 2006, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Borrowers’ Agent, each of the Lenders from time to time party thereto, the Administrative Agent, First National Bank of Omaha, as Collateral Agent for the Senior Secured Parties, First National Bank of Omaha, as Accounts Bank, WestLB AG, New York Branch, as Co-Syndication Agent, Lead Arranger, and Sole Lead Bookrunner, First National Bank of Omaha and Standard Chartered Bank, as Co-Syndication Agents and Lead Arrangers and CIT Capital USA INC. and ING Capital LLC, as Co-Documentation Agents and Lead Arrangers, the Lenders agreed to make a credit facility available to the Borrowers, subject to the terms and conditions set forth therein;

WHEREAS, pursuant to a waiver agreement dated as of July 31, 2006 among the Borrowers, the Borrowers’ Agent, the Administrative Agent and the Lenders (the “First Waiver Agreement”), the Lenders granted the Borrowers’ request for certain waivers under the Credit Agreement;

WHEREAS, pursuant to a letter dated November 21, 2006 delivered by the Borrowers’ Agent to the Administrative Agent (the “Second Request Letter”), the Borrowers have requested, among other things, that the Lenders (i) extend the time period for certain temporary waivers and consents that the Lenders granted pursuant to the First Waiver Agreement, (ii) grant certain additional waivers under the Credit Agreement, (iii) grant a consent requested by the Borrowers pursuant to the Credit Agreement and (iv) agree to amend certain provisions of the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Credit Agreement and herein, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. Unless the context shall otherwise require, or unless otherwise defined herein, capitalized terms used herein shall have the respective meanings specified in the Credit Agreement.

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

Section 1. Definitions. Unless the context shall otherwise require, or unless otherwise defined herein, capitalized terms used herein shall have the respective meanings specified in the Credit Agreement.

Section 2. Extension of Existing Waivers. Pursuant to Section 11.01 (Miscellaneous Provisions – Amendments, Etc.) of the Credit Agreement and Section 7 of the First Waiver Agreement, the Lenders hereby grant to the Borrowers an extension (the “Extension”) of certain temporary waivers and consents that the Lenders granted to the Borrowers pursuant to the First Waiver Agreement in respect of the Borrowers’ non-compliance with certain provisions of the Credit Agreement as specified, and subject to the terms and conditions set forth, in Annex A hereto (the “Extended Waivers”).

Section 3. Additional Waivers. Pursuant to Section 11.01 (Miscellaneous Provisions – Amendments, Etc.) of the Credit Agreement, the Lenders hereby grant to the Borrowers a waiver and consent (the “Waiver”) of the non-compliance of the Borrowers with those provisions of the Credit Agreement for which the Borrowers have sought a waiver or a consent, as specified, and subject to the terms and conditions set forth, in Annex B hereto (the “Waived Provisions”).

Section 4. Consent. Pursuant to Section 11.01 (Miscellaneous Provisions – Amendments, Etc.) of the Credit Agreement, the Lenders hereby grant to the Borrowers a consent (the “Consent”) with respect to those provisions in the Credit Agreement for which the Borrowers have sought a consent, as specified, and subject to the terms and conditions set forth, in Annex C hereto (the “Consented Provisions”).

Section 5. Amendments to the Credit Agreement. The parties hereto hereby agree to amend (the “Amendment”) the following provisions of the Credit Agreement in the manner set forth as follows:

(a) Section 1.01(Defined Terms) of the Credit Agreement is hereby amended by inserting the following new definition in alphabetical order:

“ “ASA Biofuels’ IPO” means an initial public offering of shares of ASA Biofuels consummated for an amount equal to or exceeding one hundred million Dollars ($100,000,000).”

(b) Clauses (iii) and (iv) of the definition of “Change of Control” in Section 1.01 (Defined Terms) of the Credit Agreement are hereby deleted in their entirety and replaced with the following:

“(iii) Cargill fails to own at least 4.9237% of all Equity Interests (including all classes) in ASA Biofuels (provided that upon consummation of the

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

2

ASA Biofuels’ IPO, it will not constitute a “Change of Control” if, due solely to a dilution occurring as a result of such IPO, Cargill fails to own at least 4.9237% of all Equity Interests (including all classes) in ASA Biofuels, and no other dilution or transfer will be permitted); or (iv) prior to the Conversion Date, Fagen fails to own at least 2.6377% of all Equity Interests (including all classes) in ASA Biofuels (provided that upon consummation of the ASA Biofuels’ IPO, it will not constitute a “Change of Control” if, due solely to a dilution occurring as a result of such IPO, Fagen fails to own at least 2.6377% of all Equity Interests (including all classes) in ASA Biofuels, and no other dilution or transfer will be permitted); provided that notwithstanding the foregoing clauses (iii) and (iv), it will not constitute a “Change of Control” if, subsequent to the consummation of the ASA Biofuels’ IPO, Cargill’s and Fagen’s respective percentage ownership of all Equity Interests (including all classes) in ASA Biofuels is diluted solely through a pro rata secondary offering by all then-existing shareholders of ASA Biofuels, and no other dilution or transfer will be permitted.”

(c) Section 6.03(a)(vii) (Conditions to All Construction Loan Borrowings – Borrowing Notice) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(vii) a certification of a Financial Officer of the Borrowers’ Agent confirming that the cumulative amount of all Borrowings for such Plant, including the amount of the requested Borrowing, is in compliance with the Drawdown Schedule for such Plant, it being understood that such cumulative amount shall be in compliance if it does not exceed the corresponding amount set forth in the “Cumulative” column of the Drawdown Schedule for such Plant (or, if such cumulative amount would be in excess of the Drawdown Schedule, such deviation from the Drawdown Schedule has been approved by the Independent Engineer and the Required Lenders).”

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

3

(d) Exhibit D (Drawdown Schedule) to the Credit Agreement is hereby amended to delete the column entitled “Amount” in its entirety as it appears in all three tables: I. Albion Plant, II. Bloomingburg Plant and III. Linden Plant.

Section 6. Representations and Acknowledgements. Each of the Extensions, Waivers and Consents by the Lenders is made in reliance on each of the Borrowers’ representations and acknowledgements set forth in the Annexes hereto. In the event that any of the Borrowers’ representations and/or acknowledgements set forth in the Annexes hereto is false or inaccurate in any material respect as of the date hereof, the Extension with respect to the Extended Waiver(s), the Waiver with respect to the Waived Provision(s) or the Consent with respect to the Consented Provision(s), as applicable, in connection with which such representation and/or acknowledgement was made shall be deemed void ab initio; provided, that no such falsity or inaccuracy shall have any effect on the Extension with respect to any other Extended Waiver, the Waiver with respect to any other Waived Provision or the Consent with respect to any other Consented Provision, as applicable.

Section 7. Certification by the Borrowers. Each of the Extensions, Waivers and Consents by the Lenders is further made in reliance on the Borrowers’ certifications that (i) as of the date hereof and other than in connection with the Waived Provisions, the Extended Waivers and the Consented Provisions, no Default or Event of Default has occurred and is continuing under the Credit Agreement, and (ii) all of the information provided in the Second Request Letter is true, complete and correct in all material respects.

Section 8. Limited Purpose; Effect on Credit Agreement. Notwithstanding anything contained herein, the Extensions, Waivers and Consents contained in this Omnibus Agreement (i) are limited extensions, waivers and consents, (ii) are effective only with respect to the transactions described in this Omnibus Agreement for the specific instance and the specific purpose for which they are given, (iii) shall not be effective for any other purpose or transaction, and (iv) do not constitute an amendment or basis for a subsequent extension, waiver or consent of any of the provisions of the Credit Agreement. Except as expressly amended hereby or otherwise provided herein, (a) all of the terms and conditions of the Credit Agreement and all other Financing Documents remain in full force and effect, and none of such terms and conditions are, or shall be construed as, otherwise amended or modified, and (b) nothing in this Omnibus Agreement shall constitute a waiver by the Lenders, other than as expressly provided herein, of any Default or Event of Default, or shall constitute a waiver by the Lenders of any right, power or remedy available to the Lenders or the other Senior Secured Parties under the Credit Agreement, whether any such defaults, rights, powers or remedies presently exist or arise in the future. The Credit Agreement shall, together with the amendments set forth in this Omnibus Agreement, be read and construed as a single agreement. All references in the Credit Agreement and any related documents, instruments and agreements shall hereafter refer to the Credit Agreement, as amended hereby.

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

4

Section 9. Effective Date. Upon execution of this Omnibus Agreement by Lenders (excluding all Non-Voting Lenders) holding in excess of two-thirds (2/3) of the Construction Loan Commitments (excluding the Construction Loan Commitments of all Non-Voting Lenders), the Administrative Agent, each of the Borrowers and the Borrowers’ Agent, the Extension, the Waiver, the Consent and the Amendment shall become effective as of November 30, 2006; provided, that with respect to Sections 1(A), 2(A), 3(A), 4(A), 5(A)(i), (ii), (v) and (vi) and 6(A) of Annex A hereto, the effectiveness of the Extension with respect to the Extended Waiver specified therein shall terminate on the specific dates and/or upon the occurrence of the specific events set forth in clause (B) of each such Section (unless extended or further extended, as the case may be, in accordance with Section 10 (Extension of Waived Provisions)).

Section 10. Extension of Waived Provisions. To the extent that the Borrowers may request an extension of the Extension of any Extended Waiver beyond the time provided in Annex A, each of the Lenders hereby consents and agrees that, notwithstanding anything to the contrary in Section 11.01 (Amendments, Etc.) of the Credit Agreement, any such extension of any such Extension that would otherwise require the approval of all of the Lenders may be granted with the written consent of the Administrative Agent and of Lenders (excluding all Non-Voting Lenders) holding in excess of two-thirds (2/3) of the Construction Loan Commitments (excluding the Construction Loan Commitments of all Non-Voting Lenders).

Section 11. Financing Document. The parties hereto agree that this Omnibus Agreement is a Financing Document.

Section 12. Authority; Etc. The execution and delivery by each of the Borrowers and the Borrowers’ Agent of this Omnibus Agreement are within the organizational authority of each of them and have been duly authorized by all necessary organizational action on the part of, and have been duly and validly executed by, each Borrower and the Borrowers’ Agent.

Section 13. Miscellaneous.

(a) THIS OMNIBUS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

(b) Section headings in this Omnibus Agreement are included herein for convenience of reference only and shall not constitute a part of this Omnibus Agreement for any other purpose or be given any substantive effect.

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(c) This Omnibus Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.

(d) Delivery of an executed counterpart of a signature page of this Omnibus Agreement by telecopy or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Omnibus Agreement.

[The remainder of this page was left blank intentionally.]

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IN WITNESS WHEREOF, the parties hereto have caused this Omnibus Agreement (Consent, Fourth Amendment and Second Waiver) to be executed by their respective officers as of the day and year first above written.

ASA OPCO HOLDINGS, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO
ASA ALBION, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO
ASA BLOOMINGBURG, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO
ASA LINDEN, LLC,
as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

ASA OPCO HOLDINGS, LLC,
as Borrowers’ Agent
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

WESTLB AG, NEW YORK BRANCH, as Lender
By:	/s/ PAUL VASTOLA
Name:	PAUL VASTOLA
Title:	DIRECTOR
By:	/s/ THOMAS D. MURRAY
Name:	THOMAS D. MURRAY
Title:	MANAGING DIRECTOR
WESTLB AG, NEW YORK BRANCH, as Administrative Agent
By:	/s/ PAUL VASTOLA
Name:	PAUL VASTOLA
Title:	DIRECTOR
By:	/s/ THOMAS D. MURRAY
Name:	THOMAS D. MURRAY
Title:	MANAGING DIRECTOR

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

FIRST NATIONAL BANK OF OMAHA, As Lender
By:	/s/ FALLON SAVAGE
Name:	FALLON SAVAGE
Title:	COMMERCIAL LOAN OFFICER

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

STANDARD CHARTERED BANK, as Lender
By:	/s/ PAUL CLIFFORD
Name:	PAUL CLIFFORD
Title:	SENIOR VICE PRESIDENT HEAD OF PROJECT FINANCE AMERICAS
By:	/s/ ANDREW Y. NG
Name:	ANDREW Y. NG
Title:	DIRECTOR STANDARD CHARTERED BANK NY

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

CIT CAPITAL USA INC.,
as Lender
By:	/s/ Robert W. Sexten
Name:	Robert W. Sexten
Title:	Managing Director

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

ING CAPITAL LLC, as Lender
By:	/s/ Daniel W. Lamprecht
Name:	Daniel W. Lamprecht
Title:	Managing Director
By:	/s/ Richard Ennis
Name:	Richard Ennis
Title:	Managing Director

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

FARM CREDIT SERVICES OF AMERICA, FLCA, as Lender
By:	/s/ Gary Mazour
Name:	Gary Mazour
Title:	V.P.

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

SCOTIABANC INC., as Lender
By:	/s/ William E. Zarrett
Name:	William E. Zarrett
Title:	Managing Director

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

AGFIRST FARM CREDIT BANK, as Lender
By:	/s/ Bruce B. Fortner
Name:	Bruce B. Fortner
Title:	Vice President

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

BANCO SANTANDER CENTRAL HISPANO, S.A., NEW YORK BRANCH, as Lender
By:	[Illegible]
Name:
Title:
By:	/s/ Ignacio Campillo
Name:	Ignacio Campillo
Title:	Executive Director Grupo Santander

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, As Lender
By:	/s/ Alfred S. Compton, Jr.
Name:	Alfred S. Compton, Jr.
Title:	VP/Sr. Lending Officer

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

METROPOLITAN LIFE INSURANCE COMPANY, as Lender
By:	/s/ ERIK V. SAVI
Name:	ERIK V. SAVI
Title:	DIRECTOR

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

BANK MIDWEST, N.A., as Lender
By:	/s/ DAVID L. RAMBO
Name:	DAVID L. RAMBO
Title:	SENIOR VICE PRESIDENT COMMERCIAL LENDING

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

BANCO BILBAO VIZCAYA ARGENTARIA S.A., as Lender
By:	/s/ MARIA T. VIZAN
Name:	MARIA T. VIZAN
Title:	Vice President Global Corporate Banking
By:	/s/ HECTOR D. VILLEGAS
Name:	HECTOR D. VILLEGAS
Title:	Vice President Global Corporate Banking

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

1st FARM CREDIT SERVICES, FLCA, as Lender
By:	/s/ Dale A. Richardson
Name:	Dale A. Richardson
Title:	VP, Illinois Capital Market Group

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

NATIXIS, NEW YORK BRANCH
as Lender
By:	/s/ Pierre Audrain
Name:	Pierre Audrain
Title:	Director
By:	/s/ Robert Park
Name:	Robert Park
Title:	Associate

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

INVESTEC BANK (UK) LIMITED, as Lender
By:	/s/ Grahame McGirr
Name:	Grahame McGirr
Title:	Credit
By:	/s/ Ian Wohlman
Name:	Ian Wohlman
Title:	Head of Credit

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

AMARILLO NATIONAL BANK, as Lender
By:	/s/ Craig L. Sanders
Name:	Craig L. Sanders
Title:	Executive Vice President
By:	/s/ Mark Fields
Name:	Mark Fields
Title:	Vice President

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

GMAC COMMERCIAL FINANCE LLC
By:	/s/ PATRICK N. RILEY
Name:	PATRICK N. RILEY
Title:	VICE PRESIDENT GROUP SENIOR RISK MANAGER

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

ANNEX A

WAIVER EXTENSIONS REQUESTED

1. Bloomingburg Permits

(A) Waiver Extension Request. Pursuant to (i) Section 6.01(k)(iii) (Conditions to First Construction Loan Borrowing - Governmental Approvals) of the Credit Agreement, it is required that, as a condition to the initial Borrowing, all Necessary Project Approvals (other than the Deferred Approvals) are in full force and effect, final and Non-Appealable; (ii) Section 6.05(b)(i) (Conditions to All Borrowings - Government Approvals) of the Credit Agreement, it is required that, as a condition to each Borrowing, all Governmental Approvals required by the proposed Borrowing Date for development of the Project are in full force and effect, final and Non-Appealable; (iii) Section 6.05(b)(v) (Conditions to All Borrowings - Government Approvals) of the Credit Agreement, it is required that, as a condition to each Borrowing, there is no proceeding pending or, to the Knowledge of any Borrower, threatened that seeks to rescind, terminate, modify, condition, suspend or otherwise alter in any material respect any Governmental Approval; and (iv) Section 6.05(g)(i) (Conditions to All Borrowings – No Litigation) of the Credit Agreement, it is required that, as a condition to each Borrowing, no action, suit, proceeding or investigation shall have been instituted or, to the Knowledge of any Borrower, threatened against any Borrower, ASA Biofuels, any Plant or the Project.

In the First Waiver Agreement the Borrowers acknowledged that such requirements would not be satisfied by the date of the initial Borrowing to the extent that they related to the Bloomingburg Air Permit and the Section 404 Permit (as each such term is defined in the First Waiver Agreement).

In the First Waiver Agreement the Borrowers consequently requested, and the Lenders granted, subject to the terms and conditions set forth in the First Waiver Agreement, a temporary waiver of (I) the requirement that the conditions set forth in clauses (i) and (ii) above (to the extent they relate to each of the Section 404 Permit and the Bloomingburg Air Permit) be satisfied on or before the date of the initial Borrowing and the date of any other Borrowing that occurred prior to November 30, 2006, and (II) the requirement that the conditions set forth in clauses (iii) and (iv) above (to the extent they related to the threatened appeals concerning the Bloomingburg Air Permit referred to under the heading “Temporary waiver re: “non-appealable” nature of the Issued Permit” in Section III of the Request Letter (as defined in the First Waiver Agreement) (which the Borrowers report in the Second Request Letter have been filed since the First Waiver Agreement) be satisfied on or before the date of the initial Borrowing for the Bloomingburg Construction Loans and the date of any other Borrowing that occurred prior to November 30, 2006.

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The Borrowers hereby request an extension of the temporary waivers of the requirements described above in this clause 1(A) above until March 31, 2007 with respect to the Bloomingburg Appeals (as defined in the Second Request Letter).

(B) Borrowers’ Covenants; Effectiveness. (i) Each of the Borrowers hereby covenants and agrees that the requirements set forth in clauses (i) through (iv) of clause 1(A) above (to the extent each of them relates to the Bloomingburg Appeals and the permits that are the subject of such appeals) will be satisfied on or before March 31, 2007. If such requirements are not satisfied by March 31, 2007, no Borrowing may thereafter be requested with respect to the Bloomingburg Plant.

(ii) The effectiveness of the waiver extension relating to the requirements described in clauses (i) through (iv) of clause 1(A) above shall terminate upon the earlier to occur of (i) March 31, 2007 and (ii) the date, if any, on which the Bloomingburg Appeals are determined in a manner that (1) terminates or suspends the effectiveness of any permit that is subject to the Bloomingburg Appeals, (2) has or would have an adverse impact on the financial condition or operations of Bloomingburg, or (3) could otherwise result in a Material Adverse Effect on Bloomingburg or the Bloomingburg Plant.

2. Albion Air Permit – Design-Build Emission Guarantees

(A) Waiver Extension Request. Pursuant to Section 6.02(i) (Conditions to First Borrowing for Each Plant – Air Permits) of the Credit Agreement, it is required that, prior to the initial Borrowing for the Albion Plant, the guarantee of the Design Builder with respect to air emissions set forth in the Albion Design Build Contract meet the requirements of the final air quality construction permit of the Albion Plant. In the First Waiver Agreement the Borrowers acknowledged that such requirement would not be satisfied by the date of the initial Borrowing for the Albion Plant. The Borrowers consequently requested, and the Lenders granted, subject to the terms and conditions set forth in the First Waiver Agreement, a temporary waiver of the requirement that such condition be satisfied on or before the initial Borrowing Date, and the Borrowers covenanted and agreed that the requirement would be satisfied on or before November 30, 2006.

The Borrowers hereby request an extension of the temporary waiver described in this clause 2(A) until January 31, 2007.

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Annex A 2

(B) Borrowers’ Covenant; Effectiveness. (i) Each of the Borrowers hereby covenants and agrees that the requirement that the guarantee of the Design Builder with respect to air emissions set forth in the Albion Design Build Contract meet the requirements for the final air quality construction permit for the Albion Plant will be satisfied on or before January 31, 2007. If such requirement is not satisfied by such date, no Borrowing may thereafter be requested or made with respect to the Albion Plant.

(ii) The effectiveness of the waiver requested pursuant to clause 2(A) above shall terminate on January 31, 2007.

3. Linden Air Permit – Design-Build Emission Guarantees

(A) Waiver Extension Request. Pursuant to Section 6.02(i) (Conditions to First Borrowing for Each Plant – Air Permits) of the Credit Agreement, it is required that, prior to the initial Borrowing for the Linden Plant, the guarantee of the Design Builder with respect to air emissions set forth in the Linden Design Build Contract meet the requirements of the final air quality construction permit of the Linden Plant. In the First Waiver Agreement the Borrowers acknowledged that such requirement would not be satisfied by the date of the initial Borrowing for the Linden Plant. The Borrowers consequently requested, and the Lenders granted, subject to the terms and conditions set forth in the First Waiver Agreement, a temporary waiver of the requirement that such condition be satisfied on or before the initial Borrowing Date, and the Borrowers covenanted and agreed that the requirement would be satisfied on or before November 30, 2006.

The Borrowers hereby request an extension of the temporary waiver described in this clause 3(A) until January 31, 2007.

(B) Borrowers’ Covenant; Effectiveness. (i) Each of the Borrowers hereby covenants and agrees that the requirement that the guarantee of the Design Builder with respect to air emissions set forth in the Linden Design Build Contract meet the requirements for the final air quality construction permit for the Linden Plant will be satisfied on or before January 31, 2007. If such requirement is not satisfied by such date, no Borrowing may thereafter be requested or made with respect to the Linden Plant.

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(ii) The effectiveness of the waiver requested pursuant to clause 3(A) above shall terminate on January 31, 2007.

4. Preliminary Construction Documents – Heat and Material Balance Documentation

(A) Waiver Extension Request. Pursuant to Section 6.01(s)(i)(A) (Conditions to First Construction Loan Borrowing – Schedules) of the Credit Agreement, it is required that, as a condition to the initial Borrowing, the Administrative Agent shall have received a copy of each Preliminary Construction Document (as defined in each Design Build Contract), each in form and substance reasonably satisfactory to each Lender and the Independent Engineer and certified by an Authorized Officer of the Borrowers’ Agent. In the First Waiver Agreement the Borrowers acknowledged that such Preliminary Construction Documents had not been provided to the Administrative Agent. The Borrowers consequently requested, and the Lenders granted, subject to the terms and conditions set forth in the First Waiver Agreement, a temporary waiver of the requirement set forth in Section 6.01(s)(i)(A) of the Credit Agreement until November 30, 2006.

In the First Waiver Agreement the Borrowers covenanted and agreed, among other things, that, on or before November 30, 2006, the Independent Engineer would have full access (which it was understood could be at the Plant Sites, at the offices of the Design Builder, or at the offices of ICM) to complete copies of the “On-Site Documents” (as defined in the First Waiver Agreement), which included heat and material balance documentation, and that such On-Site Documents would be in form and substance satisfactory to the Independent Engineer.

The Borrowers acknowledge that, of the On-Site Documents, only the heat and material balance documentation has not been provided to the Administrative Agent (which has recently been received by the Borrower, but has not yet been provided to or reviewed by the Independent Engineer on-site). Consequently, the Borrowers hereby request an extension of the temporary waiver described in this clause 4(A) regarding provision of the heat and material balance documentation (i) with respect to the Albion Plant and Linden Plant, until January 31, 2007, and (ii) with respect to the Bloomingburg Plant, until January 31, 2007 to the extent the initial Borrowing of the Bloomingburg Construction Loans is made prior to such date.

(B) Borrowers’ Covenants. (i) Each of the Borrowers hereby covenants and agrees that (a) with respect to the Albion Plant and Linden Plant, on or before January 31, 2007 and (b) with respect to the Bloomingburg Plant, on January 31, 2007 to the extent the initial Borrowing of the Bloomingburg Construction Loans is made on or prior to such date, the Independent Engineer will have full access

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Annex A 4

(which may be at the Plant Sites, at the offices of the Design Builder, or at the offices of ICM) to complete copies of the heat and material balance documentation for such Plant, and such documentation shall be in form and substance satisfactory to the Independent Engineer. If this condition is not satisfied (a) with respect to the Albion Plant and the Linden Plant, on or before January 31, 2007, and (b) with respect to the Bloomingburg Plant, on or before January 31, 2007 to the extent the initial Borrowing of the Bloomingburg Construction Loans is made on or prior to such date, and the Administrative Agent has not received written confirmation thereof from the Independent Engineer, no additional Borrowing with respect to any Plant for which such requirement has not been satisfied may be requested or made.

5. Linden Agreement for Water Services

(A) Waiver Extension Request. (i) Pursuant to Section 5.11(c) (Representations and Warranties - Transaction Documents and Other Documents; Representations and Warranties in Transaction Documents) of the Credit Agreement, it is required that each of the agreements set forth on Schedule 5.11-B be in full force and effect on or prior to the dates set forth for each such agreement on Schedule 5.11-B. In the First Waiver Agreement the Borrowers acknowledged that, with respect to the Linden agreement regarding water services, such requirement would not be satisfied on or prior to the relevant date specified on Schedule 5.11-B. The Borrowers consequently requested, and the Lenders agreed to grant, subject to the terms and conditions of the First Waiver Agreement, a temporary waiver of any Default or Event of Default arising out of or resulting from the failure to comply with the requirement set forth in Section 5.11(c) of the Credit Agreement, with respect to the Linden agreement regarding water services on or before November 30, 2006.

The Borrowers acknowledge that they have not yet entered into the Linden agreement regarding water services. Consequently, the Borrowers hereby request that the temporary waiver described in clause 5(A) be extended for the Linden agreement regarding water services until December 31, 2006.

(ii) As noted in clause (i) above, pursuant to Section 5.11(c) of the Credit Agreement, it is required that each of the agreements set forth on Schedule 5.11-B be in full force and effect on or prior to the dates set forth for each such agreement on Schedule 5.11-B. One of the agreements set forth in such schedule for the Linden Plant is the “Easement for well”, which is required to be executed within 240 days from the Linden Notice to Proceed. The Borrowers hereby request that the deadline for satisfying this requirement be extended for the Linden well easement until the date that is ninety (90) days from the date hereof.

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The Borrowers report in the Second Request Letter that they are in the final stages of negotiating with the Town of Linden for the supply of water to the Linden Plant and that, rather than obtain an easement for a well, ASA Linden intends to acquire three parcels of real property to use as well sites to supply water to the Linden Plant (the “Well Sites”). Upon execution of the Linden agreement for water services with the Town of Linden, ASA Linden will transfer the Well Sites to the Town of Linden for the same price that ASA Linden acquired the Well Sites. (The plan outlined above, the “Linden Well Plan”) Consequently, the Borrowers hereby request that, upon completion of the actions described in this paragraph, the requirement in Section 5.11(c) of the Credit Agreement that each of the agreements set forth on Schedule 5.11-B be in full force and effect on or prior to the dates set forth for each such agreement on Schedule 5.11-B be deemed to be satisfied to the extent such requirement relates to the “Easement for well” identified in such schedule for the Linden Plant.

(iii) Paragraph (ii) of Section 7.01(o) (Affirmative Covenants – Preservation of Title; Acquisition of Additional Property) of the Credit Agreement requires that, prior to the acquisition or lease of any additional real property interests described in Section 7.01(o)(i) of the Credit Agreement, the Borrowers must deliver to the Administrative Agent an Environmental Site Assessment Report(s) with respect to such real property (if, in the reasonable determination of the Administrative Agent, acting in consultation with the Independent Engineer, such Environmental Site Assessment Report(s) with respect to such real property interests is warranted), in each case, along with a corresponding reliance letter from the consultant issuing such report(s), and each such environmental report shall be in form and substance reasonably satisfactory to the Required Lenders.

In light of the Linden Well Plan, the Borrowers hereby request approval by the Required Lenders of the Environmental Site Assessment Reports for the Well Sites described in and attached to the Borrowers’ letter to the Administrative Agent dated October 13, 2006.

(iv) Section 7.02(f) (Negative Covenants – Asset Dispositions) of the Credit Agreement requires that, subject to certain exceptions, the Borrowers shall not sell, lease, assign, transfer or otherwise dispose of assets. The Borrowers hereby request a waiver of such requirements to the extent that they would prohibit the Borrowers from completing the transfer of the Well Sites to the Town of Linden in connection with the Linden Well Plan.

(v) Section 6.03(d) (Conditions to All Construction Loan Borrowings – Updated Survey) of the Credit Agreement requires that if any Borrower acquires any land (leasehold, fee or easement) not shown on the then-current Survey, the Administrative Agent shall have received an updated Survey of the Sites

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including such new leasehold, fee or easement areas. In light of the Linden Well Plan, the Borrowers hereby request a waiver of such requirement to the extent that it would require Linden to deliver an updated Survey of the Site for the Linden Plant to reflect the Well Sites; provided, that the Borrowers transfer the Well Sites to the Town of Linden within ninety (90) days of this Omnibus Agreement.

(vi) Section 7.01(o)(i)(i) (Affirmative Covenants – Preservation of Title; Acquisition of Additional Property) of the Credit Agreement requires, among other things, that if any Borrower shall at any time acquire any real property or leasehold or other interest in real property, such Borrower shall promptly upon such acquisition, execute, deliver and record a supplement to the relevant Mortgage.

In light of the Linden Well Plan, the Borrowers hereby request a waiver of such requirement to the extent that it would require Linden to deliver a supplement to the Mortgage for the Linden Plant to reflect the Well Sites; provided, that the Borrowers transfer the Well Sites to the Town of Linden within ninety (90) days of this Omnibus Agreement.

(B) Borrowers’ Covenant; Effectiveness. (i) Each of the Borrowers hereby covenants and agrees that the Linden agreement regarding water services will be entered into on or before December 31, 2006. Each of the Borrowers hereby further agrees to complete the Linden Well Plan on or before December 31, 2006, it being understood that upon such completion the requirement of Section 5.11(c) of the Credit Agreement will be deemed to be satisfied to the extent it regards the “Easement for well” set forth in Schedule 5.11-B for the Linden Plant. If such requirements are not satisfied by such date, no Borrowing may thereafter be requested or made with respect to the Linden Plant.

(ii) The effectiveness of the waiver requested pursuant to clause (i) of 5(A) above shall terminate on December 31, 2006. The effectiveness of the waivers requested pursuant to clauses (ii), (v) and (vi) of 5(A) above shall terminate on the date that is ninety (90) days from the date hereof.

6. Conditions to Borrowing – Representations and Warranties

(A) Waiver Extension Request. Pursuant to Sections 6.01(c)(i)(B) (Conditions to First Construction Loan Borrowing – Officer’s Certificates) and Section 6.05(a) (Conditions to All Borrowings - Borrowers’ Certifications) of the Credit Agreement, it is required that all of the representations and warranties made by the Borrowers in the Credit Agreement and Financing Documents are true and correct in all material respects on and as of the relevant Borrowing Date. The Borrowers acknowledged in the First Waiver Agreement that such

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requirements would not be satisfied on the date of the initial Borrowing for each Plant, but only to the extent that they related to the representations and warranties made in (i) Section 5.03(a) (Governmental Approvals) of the Credit Agreement that all necessary Governmental Approvals are in full force and effect, final and Non-Appealable, (ii) Section 5.09 (Litigation) of the Credit Agreement that there is no pending or, to the Knowledge of any Borrower, threatened litigation, action, proceeding or labor controversy against or affecting any Borrower, any Plant, ASA Biofuels or the Project, and (iii) Section 5.11(c) (Transaction Documents and Other Documents; Representations and Warranties in Transaction Documents) of the Credit Agreement that all of the agreements set forth in Schedule 5.11-B are in full force and effect on or prior to the relevant dates set forth for each such agreement on Schedule 5.11-B, as each of the representations and warranties referred to in clauses (i) through (iii) above may relate to, and only to the extent of, the waived provisions.

The Borrowers consequently requested, and the Lenders granted, subject to the terms and conditions set forth in the First Waiver Agreement, a temporary waiver of the requirement that such conditions be satisfied on or before the date of the initial Borrowing and the date of any other Borrowing that occurred prior to the termination of such waiver. The First Waiver Agreement provided that the temporary waiver would terminate with respect to each waived provision on the date that the First Waiver Agreement ceased to be effective with respect to such waived provision.

Consequently, the Borrowers hereby request an extension of the waiver of the requirement that such conditions be satisfied on or before the date of any other Borrowing that occurs prior to the termination of the Extension of each such Extended Waiver as provided in (B) below.

(B) Effectiveness. The waiver extension requested pursuant to clause 6(A) above shall cease to be effective with respect to each Extended Waiver on the date that the Extension of such Extended Waiver ceases to be effective.

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ANNEX B

WAIVERS REQUESTED

7. Copies of Governmental Approvals

(A) Waiver Request. Section 6.05(b)(vii) (Conditions to All Borrowings – Government Approvals) of the Credit Agreement requires as a condition to each Borrowing that the Administrative Agent must have received copies of all Governmental Approvals obtained since the last Borrowing certified by an Authorized Officer of the Borrowers’ Agent as true, correct, complete and in full force and effect.

The Borrowers acknowledge that the Governmental Approvals identified on Attachment D to the Second Request Letter had been obtained on one or more dates when an Authorized Officer of the Borrowers’ Agent delivered the certification required pursuant to Section 6.05(b)(vii) of the Credit Agreement, and that such Governmental Approvals were not included in any such certificates. Concurrently with their delivery of the Second Request Letter the Borrowers have provided copies of such Governmental Approvals to the Administrative Agent, together with the required certification by an Authorized Officer.

The Borrowers hereby request that the Lenders waive the breach of Section 6.05(b)(vii) of the Credit Agreement, and any Default or Event of Default arising therefrom, that resulted from the inaccuracy of any Authorized Officer’s certificate delivered pursuant to such Section which omitted any of the Governmental Approvals described in the paragraph immediately above on or after the date when such Governmental Approvals had been obtained.

(B) Borrowers’ Representation. Each of the Borrowers hereby represents and warrants that the copies of Governmental Approvals previously provided to the Administrative Agent and the copies of Governmental Approvals provided to the Administrative Agent concurrently with the Second Request Letter constitute all of the Governmental Approvals required to be delivered in connection with all previous Borrowings under the Credit Agreement.

8. Notice of Default or Event of Default

(A) Waiver Request. Pursuant to Section 7.03(e) (Covenants – Reporting Requirements) of the Credit Agreement, the Borrowers are required to furnish to the Administrative Agent, as soon as possible and in any event within five days after the occurrence of any Default or Event of Default, a statement of an Authorized Officer of the Borrowers’ Agent setting forth details of such Default

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Annex B 1

or Event of Default and the actions that the Borrowers have taken and propose to take with respect thereto. The Borrowers hereby request a waiver of any Default or Event of Default arising out of or resulting from the failure to provide such statements within the relevant time periods provided in the Credit Agreement in connection with the required certifications described in clause 7 above.

(B) Borrowers’ Representation. Each of the Borrowers hereby represents and warrants that, other than as described in this Omnibus Agreement, no Default or Event of Default has occurred and is continuing.

9. Default or Event of Default if Waiver Not Effective on or Before November 30, 2006

The Borrowers hereby request that to the extent this Omnibus Agreement does not take effect on or before November 30, 2006, any and all Defaults and Events of Default arising under the Credit Agreement solely as a consequence thereof, including but not limited to Defaults and Events of Default that would arise as a result of the Borrowers’ failure to comply with Section 5.11(c), 6.01(k)(iii), 6.01(s)(i)(A), 6.02(i), 6.05(b)(i), 6.05(b)(v) or 6.05(g)(i) of the Credit Agreement, shall be waived until the date this Omnibus Agreement becomes effective.

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

Annex B 2

ANNEX C

CONSENT REQUESTED

10. Albion Change Order

(A) Consent Request. Section 7.02(m)(iii) (Negative Covenants – Project Documents) of the Credit Agreement requires that, unless certain conditions are satisfied, no Borrower shall enter into or approve any Change Orders without the approval of the Required Lenders (acting in consultation with the Independent Engineer), such approval not to be unreasonably withheld or delayed.

The Borrowers hereby request the Lenders’ consent to the proposed Change Order attached to the Consent and Second Waiver Request to cover the cost of the Albion Water Treatment System Agreement, as more fully described in such Change Order.

Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)

Annex C 1

EX-10.6

Exhibit 10.6

EXECUTION VERSION

SECOND OMNIBUS AGREEMENT (SECOND CONSENT, FIFTH AMENDMENT

AND THIRD WAIVER)

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”).

WHEREAS, pursuant to the Credit Agreement, dated as of February 6, 2006 (as amended by the First Amendment to Credit Agreement, dated as of May 23, 2006, the Second Amendment to Credit Agreement, dated as of August 15, 2006, and the Third Amendment to Credit Agreement, dated as of August 30, 2006, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Borrowers’ Agent, each of the Lenders from time to time party thereto, the Administrative Agent, the Collateral Agent, the Accounts Bank, WestLB AG, New York Branch, as Co-Syndication Agent, Lead Arranger, and Sole Lead Bookrunner, First National Bank of Omaha and Standard Chartered Bank, as Co-Syndication Agents and Lead Arrangers and CIT Capital USA INC. and ING Capital LLC, as Co-Documentation Agents and Lead Arrangers, the Lenders agreed to make a credit facility available to the Borrowers, subject to the terms and conditions set forth therein;

WHEREAS, pursuant to a letter dated November 21, 2006 delivered by the Borrowers’ Agent to the Administrative Agent (the “Second Request Letter”), the Borrowers have requested, among other things, that the Lenders (i) grant a consent requested by the Borrowers pursuant to the Credit Agreement, (ii) grant a temporary waiver under the Credit Agreement and (iii) agree to amend certain provisions of the Credit Agreement for the benefit of the Borrowers.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Credit Agreement and herein, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. Unless the context shall otherwise require, or unless otherwise defined herein, capitalized terms used herein shall have the respective meanings specified in the Credit Agreement.

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

2. Waiver. Pursuant to Section 11.01 (Miscellaneous Provisions – Amendments, Etc.) of the Credit Agreement, the Lenders hereby grant to the Borrowers a waiver and consent (the “Waiver”) of the non-compliance of the Borrowers with the provision of the Credit Agreement for which the Borrowers have sought a waiver or a consent, as specified, and subject to the terms and conditions set forth, in Annex A hereto (the “Waived Provision”).

3. Consent. Pursuant to Section 11.01 (Miscellaneous Provisions – Amendments, Etc.) of the Credit Agreement, the Lenders hereby grant to the Borrowers a consent (the “Consent”) with respect to the provision in the Credit Agreement for which the Borrowers have sought a consent, as specified, and subject to the terms and conditions set forth, in Annex B hereto (the “Consented Provision”).

4. Amendments to the Credit Agreement. The parties hereto hereby agree to amend the following provisions of the Credit Agreement in the manner set forth as follows:

A. Section 1.01(Defined Terms) of the Credit Agreement is hereby amended by inserting the following new definitions in alphabetical order:

“ “Albion TIF Savings” means an amount equal to (x) the aggregate proceeds of the TIF Financing that are, from time to time, disbursed to Albion and deposited in the Albion Construction Account in accordance with Section 8.03(a)(vii) (Albion Construction Account) or the ASA Holdings Construction Account in accordance with Section 8.06(d) (ASA Holdings Construction Account) minus (y) the amounts applied as a Mandatory Prepayment of the Construction Loans pursuant to Section 8.06(e)(iv) (ASA Holdings Construction Account).

“ “Omnibus Agreement (Consent, Fourth Amendment and Second Waiver)” means the Omnibus Agreement (Consent, Fourth Amendment and Second Waiver) among the Borrowers, the Agents and the Lenders, dated as of                     , 2006.”

“ “TIF Financing” means a financing by Albion on substantially the terms set forth in the Redevelopment Agreement and Term Sheet between Albion and Community Redevelopment Authority of the City of Albion attached to the letter dated November 21, 2006 delivered by the Borrowers’ Agent to the Administrative Agent.”

“ “TIF Reimbursement Amounts” shall have the meaning provided in Section 8.06(d) (ASA Holdings Construction Account).

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

2

B. Paragraph (a) of Section 2.06 (Termination or Reduction of Commitments) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“Any unused Construction Loan Commitments shall be automatically and permanently terminated on the earlier of the Conversion Date and the Conversion Date Certain, as follows: (i) after taking into account any amounts required to be applied pursuant to Section 2.04(g)(i) (Borrowing of Loans) on such day, up to an amount equal to the Albion TIF Savings and (ii) after giving effect to all Construction Loans, if any, to be made on such day, all unused Construction Loan Commitments.”

C. Paragraph (e) of Section 2.06 (Termination or Reduction of Commitments) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“The Construction Loan Commitments for the third (3rd) Plant to deliver its Notice to Proceed shall be automatically and permanently terminated in full if the initial Borrowing of the Construction Loans for such Plant has not occurred on or before March 31, 2007.”

D. Section 3.09(a)(v) (Mandatory Prepayment) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“on the earlier to occur of the Conversion Date and the Conversion Date Certain, as required pursuant to Section 8.06(e)(iv) (ASA Holdings Construction Account).”

E. Section 6.02(c)(iii) (Conditions to First Borrowing for Each Plant – Notices to Proceed) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(iii) with respect to all three (3) Plants, on or before November 30, 2006.”

F. The following text shall be added as a new clause (y) at the end of Section 7.01 (Affirmative Covenants) of the Credit Agreement:

“(y) TIF Financing. (i) The Borrowers shall cause any proceeds of the TIF Financing that have been disbursed to Albion for payment of Albion Project Costs that are then due and payable to be applied directly to such Albion Project Costs specified in connection with such disbursement.

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

3

(ii) Promptly upon the disbursement of any proceeds of the TIF Financing to Albion, the Borrowers’ Agent shall deliver a duly executed certificate to the Administrative Agent (A) setting forth (1) the amount of such proceeds, (2) the aggregate amount of all proceeds of the TIF Financing disbursed to Albion through and including such most recent disbursement, and (3) the then-current Albion TIF Savings amount, and (B) attaching evidence that such proceeds are being disbursed to (1) reimburse Albion for Albion Project Costs incurred and paid for or (2) to pay Albion Project Costs that are then due and owing.”

G. Section 7.02(a)(v) (Negative Covenants – Permitted Indebtedness) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“subject to the conditions set forth in the Omnibus Agreement (Consent, Fourth Amendment and Second Waiver), the TIF Financing.”

H. The following text shall be added as a new clause (vii) at the end of Section 8.03(a) (Albion Construction Account) of the Credit Agreement:

“(vii) all proceeds of the TIF Financing that are disbursed to Albion for payment of Albion Project Costs then due and owing;”

I. The following text shall be inserted at the end of the first sentence of Section 8.03(c) (Albion Construction Account) of the Credit Agreement:

“(except in the case of amounts deposited into the Albion Construction Account pursuant to Section 8.03(a)(vii), in which case the application of such amounts shall be applied to the Albion Project Costs for which such TIF Financing proceeds were disbursed)”

J. The following text shall be inserted at the beginning of Section 8.06(c) (ASA Holdings Construction Account) of the Credit Agreement:

“Subject to Section 8.06(e),”

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

4

K. The following text shall be added at the end of Section 8.06 (ASA Holdings Construction Account) of the Credit Agreement:

“(d) All proceeds of the TIF Financing disbursed to Albion for reimbursement of Albion Project Costs previously paid for by Albion (the “TIF Reimbursement Proceeds”) shall be deposited into the ASA Holdings Construction Account.

(e) All TIF Reimbursement Proceeds on deposit in or standing to the credit of the ASA Holdings Construction Account shall be applied, at the written instruction of the Borrowers’ Agent or the Collateral Agent, to the following amounts:

(i) to reimburse ASA Biofuels for (A) the waiver/amendment fee paid by ASA Biofuels for the benefit of the Lenders pursuant to the Fee Letter between ASA Biofuels and the Administrative Agent and acknowledged by the Borrowers’ Agent, dated as of November 27, 2006, and (B) any costs and expenses of the Borrowers in connection with the waiver, consent and amendment requests described in such Fee Letter that were paid by ASA Biofuels on behalf of the Borrowers (provided that the Borrowers provide certified evidence documenting each such cost and expense);

(ii) up to an aggregate amount of two million Dollars ($2,000,000), to fund the ASA Linden water trust, as more fully described in the Omnibus Agreement (Consent, Fourth Amendment and Second Waiver);

(iii) at any time before the Conversion Date, for payment of Project Costs (A) pursuant to any Change Order approved pursuant to Section 7.02(m)(iii), (B) in accordance with the Construction Budgets, or (C) subject to the approval of the Independent Engineer, in each case with notice to the Administrative Agent; and

(iv) upon the earlier to occur of the Conversion Date and the Conversion Date Certain, all remaining TIF Reimbursement Proceeds shall be paid to the Administrative Agent, for the benefit of the Lenders, for application as a prepayment of the Loans in accordance with Section 3.09(a)(v) (Mandatory Prepayment).”

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

5

L. Exhibit J of the Credit Agreement shall be amended by adding the following text at the end of the first sentence of second paragraph (d):

“(or, in the case of amounts deposited into the Albion Construction Account as TIF Financing proceeds, the application of such amounts has not been accounted for in the most recent Borrowing Notice but the Borrowers hereby certify that such amounts will be applied directly to the Albion Project Costs with respect to which such TIF Financing proceeds were disbursed)”

5. Representations and Acknowledgements. Each of the Waiver and the Consent by the Lenders is made in reliance on each of the Borrowers’ representations and acknowledgements set forth in the Annexes hereto. In the event that any of the Borrowers’ representations and/or acknowledgements set forth in the Annexes hereto is false or inaccurate in any material respect as of the date hereof, the Waiver with respect to the Waived Provision or the Consent with respect to the Consented Provision, as applicable, in connection with which such representation and/or acknowledgement was made shall be deemed void ab initio; provided, that no such falsity or inaccuracy shall have any effect on the Consent with respect to the Consented Provision (in the case of a falsity or inaccuracy relied upon to grant the Waiver of the Waived Provision) or the Waiver with respect to the Waived Provision (in the case of a falsity or inaccuracy relied upon to grant the Consent with respect to the Consented Provision).

6. Certification by the Borrowers. Each of the Waiver and the Consent by the Lenders is further made in reliance on the Borrowers’ certifications that (i) as of the date hereof, no Default or Event of Default has occurred and is continuing under the Credit Agreement, and (ii) all of the information provided in the Second Request Letter is true, complete and correct in all material respects.

7. Limited Purpose; Effect on Credit Agreement. Notwithstanding anything contained herein, the Waiver and the Consent contained in this Omnibus Agreement (i) are a limited waiver and consent, (ii) are effective only with respect to the transactions described in this Omnibus Agreement for the specific instance and the specific purpose for which they are given, (iii) shall not be effective for any other purpose or transaction, and (iv) do not constitute an amendment or basis for a subsequent waiver or consent of any of the provisions of the Credit Agreement. Except as expressly amended hereby or otherwise provided herein, (a) all of the terms and conditions of the Credit Agreement and all other Financing Documents remain in full force and effect, and none of such terms and conditions are, or shall be construed as, otherwise amended or modified, and (b) nothing in this Omnibus Agreement shall constitute a waiver by the Lenders of any Default or Event of Default or a waiver by the Lenders of any right, power or remedy available to the Lenders or the other

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

6

Senior Secured Parties under the Credit Agreement, whether any such defaults, rights, powers or remedies presently exist or arise in the future. The Credit Agreement shall, together with the amendments set forth in this Omnibus Agreement, be read and construed as a single agreement. All references in the Credit Agreement and any related documents, instruments and agreements shall hereafter refer to the Credit Agreement, as amended hereby.

8. Effective Date. This Omnibus Agreement shall become effective as of the first date on which it has been executed by each of the Lenders, the Administrative Agent, each of the Borrowers and the Borrowers’ Agent, the Waiver, the Consent and the Amendment; provided, that with respect to the Waived Provision described in clause (A) of Annex A hereto, the effectiveness of the Waiver with respect to the Waived Provision specified therein shall terminate on the specific dates and/or upon the occurrence of the specific events set forth in clause (B) of such Annex (unless extended or further extended, as the case may be, in accordance with Section 9 (Extension of Waived Provisions)).

9. Extension of Waived Provision. To the extent that the Borrowers may request an extension of the Waiver of the Waived Provision beyond the time provided in Annex A, each of the Lenders hereby consents and agrees that, notwithstanding anything to the contrary in Section 11.01 (Amendments, Etc.) of the Credit Agreement, any such extension of such Waiver that would otherwise require the approval of all of the Lenders may be granted with the written consent of the Administrative Agent and of Lenders (excluding all Non-Voting Lenders) holding in excess of two-thirds (2/3) of the Construction Loan Commitments (excluding the Construction Loan Commitments of all Non-Voting Lenders).

10. Financing Document. The parties hereto agree that this Omnibus Agreement is a Financing Document.

11. Authority; Etc. The execution and delivery by each of the Borrowers and the Borrowers’ Agent of this Omnibus Agreement are within the organizational authority of each of them and have been duly authorized by all necessary organizational action on the part of, and have been duly and validly executed by, each Borrower and the Borrowers’ Agent.

12. Miscellaneous.

a) THIS OMNIBUS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

b) Section headings in this Omnibus Agreement are included herein for convenience of reference only and shall not constitute a part of this Omnibus Agreement for any other purpose or be given any substantive effect.

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

7

c) This Omnibus Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.

d) Delivery of an executed counterpart of a signature page of this Omnibus Agreement by telecopy or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Omnibus Agreement.

[The remainder of this page was left blank intentionally.]

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

8

IN WITNESS WHEREOF, the parties hereto have caused this Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver) to be executed by their respective officers as of the day and year first above written.

ASA OPCO HOLDINGS, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO
ASA ALBION, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO
ASA BLOOMINGBURG, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO
ASA LINDEN, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

ASA OPCO HOLDINGS, LLC,
as Borrowers’ Agent
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

WESTLB AG, NEW YORK BRANCH, as Lender
By:	/s/ PAUL VASTOLA
Name:	PAUL VASTOLA
Title:	DIRECTOR
By:	/s/ THOMAS D. MURRAY
Name:	THOMAS D. MURRAY
Title:	MANAGING DIRECTOR
WESTLB AG, NEW YORK BRANCH, as Administrative Agent
By:	/s/ PAUL VASTOLA
Name:	PAUL VASTOLA
Title:	DIRECTOR
By:	/s/ THOMAS D. MURRAY
Name:	THOMAS D. MURRAY
Title:	MANAGING DIRECTOR

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

FIRST NATIONAL BANK OF OMAHA, as Lender
By:	/s/ FALLON SAVAGE
Name:	FALLON SAVAGE
Title:	COMMERCIAL LOAN OFFICER
FIRST NATIONAL BANK OF OMAHA, as Collateral Agent
By:	/s/ FALLON SAVAGE
Name:	FALLON SAVAGE
Title:	COMMERCIAL LOAN OFFICER
FIRST NATIONAL BANK OF OMAHA, as Accounts Bank
By:	/s/ FALLON SAVAGE
Name:	FALLON SAVAGE
Title:	COMMERCIAL LOAN OFFICER

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

STANDARD CHARTERED BANK, as Lender
By:	/s/ PAUL CLIFFORD
Name:	PAUL CLIFFORD
Title:	Director — SVP
By:	/s/ ANDREW Y. NG
Name:	ANDREW Y. NG
Title:	DIRECTOR STANDARD CHARTERED BANK NY

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

CIT CAPITAL USA INC., as Lender
By:	/s/ Robert W. Sexten
Name:	Robert W. Sexten
Title:	Managing Director

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

ING CAPITAL LLC, as Lender
By:	/s/ Daniel W. Lamprecht
Name:	Daniel W. Lamprecht
Title:	Managing Director
By:	/s/ Richard Ennis
Name:	Richard Ennis
Title:	Managing Director

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

FARM CREDIT SERVICES OF AMERICA, FLCA, as Lender
By:	/s/ Gary Mazour
Name:	Gary Mazour
Title:	V.P.

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

SCOTIABANC INC., as Lender
By:	/s/ William E. Zarrett
Name:	William E. Zarrett
Title:	Managing Director

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

AGFIRST FARM CREDIT BANK, as Lender
By:	/s/ Bruce B. Fortner
Name:	Bruce B. Fortner
Title:	Vice President

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

BANCO SANTANDER CENTRAL HISPANO, S.A., NEW YORK BRANCH, as Lender
By:	[Illegible]
Name:
Title:
By:	/s/ Ignacio Campillo
Name:	Ignacio Campillo
Title:	Executive Director Grupo Santander

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as Lender
By:	/s/ Alfred S. Compton, Jr.
Name:	Alfred S. Compton, Jr.
Title:	VP/Sr. Lending Officer

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

METROPOLITAN LIFE INSURANCE COMPANY, as Lender
By:	/s/ ERIK V. SAVI
Name:	ERIK V. SAVI
Title:	DIRECTOR

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

BANK MIDWEST, N.A., as Lender
By:	/s/ DAVID L. RAMBO
Name:	DAVID L. RAMBO
Title:	SENIOR VICE PRESIDENT COMMERCIAL LENDING

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

BANCO BILBAO VIZCAYA ARGENTARIA S.A., as Lender
By:	/s/ MARIA T. VIZAN
Name:	MARIA T. VIZAN
Title:	Vice President Global Corporate Banking
By:	/s/ HECTOR D. VILLEGAS
Name:	HECTOR D. VILLEGAS
Title:	Vice President Global Corporate Banking

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

1ST FARM CREDIT SERVICES, FLCA, as Lender
By:	/s/ Dale A. Richardson
Name:	Dale A. Richardson
Title:	VP, Illinois Capital Markets Group

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

25

NATIXIS, NEW YORK BRANCH as Lender
By:	/s/ Pierre Audrain
Name:	Pierre Audrain
Title:	Director
By:	/s/ ROBERT PARK
Name:	ROBERT PARK
Title:	ASSOCIATE

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

INVESTEC BANK (UK) LIMITED, as Lender
By:	/s/ Grahame McGirr
Name:	Grahame McGirr
Title:	Credit
By:	/s/ Ian Wohlman
Name:	IAN WOHLMAN
Title:	HEAD OF CREDIT

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

AMARILLO NATIONAL BANK, as Lender
By:	/s/ Craig L. Sanders
Name:	Craig L. Sanders
Title:	Executive Vice President
By:	/s/ Mark Fields
Name:	Mark Fields
Title:	Vice President

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

GMAC COMMERCIAL FINANCE LLC
By:	/s/ PATRICK N. RILEY
Name:	PATRICK N. RILEY
Title:	VICE PRESIDENT GROUP SENIOR RISK MANAGER

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

ANNEX A

WAIVER REQUESTED

Bloomingburg Air Permit - Design-Build Emission Guarantees

A. Waiver Request. Pursuant to Section 6.02(i) (Conditions to First Borrowing for Each Plant – Air Permits) of the Credit Agreement, it is required that, prior to the initial Borrowing for the Bloomingburg Plant, the guarantee of the Design Builder with respect to air emissions set forth in the Bloomingburg Design Build Contract meet the requirements of the final air quality construction permit of the Bloomingburg Plant. The Borrowers acknowledge that, to the extent the Borrowers request that the initial Bloomingburg Construction Loan be made prior to March 31, 2007, such requirement will not be satisfied by the date of such initial Borrowing for the Bloomingburg Plant. Consequently, the Borrowers hereby request a temporary waiver of the requirement that such condition be satisfied on or before the initial Borrowing Date.

B. Borrowers’ Covenant; Effectiveness. (i) Each of the Borrowers hereby covenants and agrees that, to the extent the Borrowers request the initial Bloomingburg Construction Loan be made prior to March 31, 2007, the requirement that the guarantee of the Design Builder with respect to air emissions set forth in the Bloomingburg Design Build Contract meet the requirements for the final air quality construction permit for the Bloomingburg Plant will be satisfied on or before March 31, 2007. If such requirement is not satisfied by such date, no Borrowing may thereafter be requested or made with respect to the Bloomingburg Plant until such requirement is satisfied.

(ii) The effectiveness of the waiver requested pursuant to clause (A) above shall terminate on March 31, 2007.

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

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ANNEX B

CONSENT REQUESTED

Tax Increment Financing

A. Consent Request. Section 7.02(a)(v) (Negative Covenants – Restrictions on Indebtedness of the Borrowers) of the Credit Agreement provides that, with the prior written consent of each Lender, Albion or ASA Holdings may incur Indebtedness in the form of a guaranty with respect to tax increment financing notes or similar bond instruments to be issued by the Community Redevelopment Authority of the City of Albion; provided that (A) all of the proceeds of such notes or bond instruments (net of issuance costs) are immediately applied as a prepayment of the Loans in accordance with Section 3.09 (Mandatory Prepayment) of the Credit Agreement and (B) the Community Redevelopment Authority of the City of Albion enters into a binding agreement with Albion reasonably satisfactory to each Lender pursuant to which the Community Redevelopment Authority of the City of Albion agrees to apply the incremental proceeds of the additional ad valorem property taxes generated from development of the Albion Plant (excluding the Leased Premises) to repay such notes or bond instruments.

The Borrowers have provided a proposed Redevelopment Agreement and Term Sheet for the TIF Financing as attachments to the Second Request Letter. The Borrowers hereby request the Lenders’ consent to (i) the incurrence by Albion of Indebtedness consisting of TIF Financing in an amount not to exceed $7,000,000 on substantially the terms set forth in the Redevelopment Agreement and Term Sheet attached to the Second Request Letter, (ii) the execution by Albion of the Redevelopment Agreement in substantially the form provided and any other definitive documentation related thereto (provided that all such documentation is consistent with the terms of such Redevelopment Letter and Term Sheet and is approved prior to execution by the Administrative Agent), and (iii) the application of the proceeds of such TIF Financing as set forth below:

(A) all proceeds of the TIF Financing that are disbursed to Albion for payment of Albion Project Costs then due and owing will be deposited into the Albion Construction Account for application in accordance with Section 8.03 (Albion Construction Account) of the Credit Agreement; and

(B) all proceeds of the TIF Financing disbursed to Albion for reimbursement of Albion Project Costs previously paid for by Albion shall be deposited into the ASA Holdings Construction Account for application in accordance with Section 8.06(e) (ASA Holdings Construction Account) of the Credit Agreement.

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

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B. Borrowers’ Covenants. Each of the Borrowers hereby covenants and agrees that (i) prior to the execution by any Borrower of any definitive documentation relating to the TIF Financing, such documentation shall be subject to the approval of the Administrative Agent and (ii) the application of proceeds described in paragraph (A) above shall be subject to receipt by the Administrative Agent of satisfactory evidence required pursuant to Section 7.01(y)(ii) (Affirmative Covenants – TIF Financing) of the Credit Agreement.

Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver)

2

EX-10.7

Exhibit 10.7

EXECUTION VERSION

THIRD OMNIBUS AGREEMENT

(SIXTH AMENDMENT AND CONSENT)

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”).

WHEREAS, pursuant to the Credit Agreement, dated as of February 6, 2006 (as amended by the First Amendment to Credit Agreement, dated as of May 23, 2006, the Second Amendment to Credit Agreement, dated as of August 15, 2006, the Third Amendment to Credit Agreement, dated as of August 30, 2006, the Omnibus Agreement (Consent, Fourth Amendment and Second Waiver), dated as of                     , 2006, the Second Omnibus Agreement (Second Consent, Fifth Amendment and Third Waiver) dated as of                     , 2006, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Borrowers’ Agent, each of the Lenders from time to time party thereto, the Administrative Agent, First National Bank of Omaha, as Collateral Agent for the Senior Secured Parties, First National Bank of Omaha, as Accounts Bank, WestLB AG, New York Branch, as Co-Syndication Agent, Lead Arranger, and Sole Lead Bookrunner, First National Bank of Omaha and Standard Chartered Bank, as Co-Syndication Agents and Lead Arrangers and CIT Capital USA INC. and ING Capital LLC, as Co-Documentation Agents and Lead Arrangers, the Lenders agreed to make a credit facility available to the Borrowers, subject to the terms and conditions set forth therein;

WHEREAS, pursuant to a letter dated July 11, 2007, delivered by the Borrowers’ Agent to the Administrative Agent (the “Request Letter”), the Borrowers have requested, among other things, that the Lenders (i) consent to a Change of Control resulting from the proposed purchase of one hundred percent (100%) of the Equity Interests in ASA Holdings by VeraSun Energy Corporation (“VeraSun”), (ii) permit proposed amendments to certain of the Cargill Goods and Services Agreements and the Grain Facility Leases in connection with such transaction and (iii) agree to amend certain provisions of the Credit Agreement in connection therewith.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in the Credit Agreement and herein, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. (a) Unless the context shall otherwise require, or unless otherwise defined herein, capitalized terms used herein shall have the respective meanings specified in the Credit Agreement.

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(b) The following terms, when used in this Omnibus Agreement, have the following meanings:

“Change of Control Date” means the date on which VeraSun acquires one hundred percent (100%) of the Equity Interests in ASA Holdings, as notified in writing by the Borrowers’ Agent to the Administrative Agent.

Section 2. Amendments to the Credit Agreement to Become Effective Upon the Change of Control Date. Effective upon the Change of Control Date, the parties hereto hereby agree to amend (the “Amendment”) the following provisions of the Credit Agreement in the manner set forth as follows:

(a) The following definitions set forth in Section 1.01 (Defined Terms) will be deleted in their entirety: “Albion Required Subordinated Debt Disbursement”; “American Capital”; ASA Biofuels LLC Agreement”; “ASA Biofuels’ IPO”; “Bloomingburg Required Subordinated Debt Disbursement”; “Current Priority Subordinated Interest”; and “Deferred Priority Subordinated Interest”; “Intercreditor Agreement”; “Laminar”; “Linden Required Subordinated Debt Disbursement”; “Required Subordinated Debt Disbursements”; “Right of First Offer and Refusal Agreement”; “Subordinated Debt Agreements”; “Subordinated Debt Environmental Indemnity Agreement”; “Subordinated Debt Obligations”; “Subordinated Debt Negative Pledge Agreement”; “Subordinated Guaranty”; “Subordinated Lenders”; “Subordinated Loans”; “Subordinated Note Purchase Agreement”; and “USRG”.

(b) Each reference to “ASA Biofuels” in the following definitions set forth in Section 1.01 (Defined Terms) will be deleted and replaced with a reference to “VeraSun”: “ASAB Tax Preparer” (and such defined term shall be renamed “VeraSun Tax Preparer” and each reference to such term in the Financing Documents shall be replaced accordingly); “Federal Tax Distribution Amount”; “Knowledge”; “Loan Parties”; and “State Tax Distribution Amount”.

(c) The following definitions will be added to Section 1.01 (Defined Terms) in alphabetical order:

“Change of Control Date” means the date on which VeraSun acquires one hundred percent (100%) of the Equity Interests in ASA Holdings, as notified in writing by the Borrowers’ Agent to the Administrative Agent.

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“VeraSun” means VeraSun Energy Corporation, a corporation organized and existing under the laws of the State of South Dakota.

“VeraSun Tax Sharing Agreement” means that tax sharing agreement to which VeraSun and the Borrowers are parties, which shall be in form and substance reasonably satisfactory to the Administrative Agent.

(d) The phrase “and the Albion Required Subordinated Debt Disbursement” beginning on the fifth line of the definition of “Albion Construction Budget” set forth in Section 1.01 (Defined Terms) will be deleted.

(e) The amount specified beginning on the third line of the definition of “Albion Required Equity Contribution” set forth in Section 1.01 (Defined Terms) will be deleted and replaced with the following amount: “forty eight million eight hundred twenty-seven thousand seven hundred seventy-three Dollars ($48,827,773)”.

(f) The definition of “ASAB Tax Preparer” is hereby deleted in its entirety and replaced (in alphabetical order) with the following: ““VeraSun Tax Preparer” means such nationally-recognized independent tax preparer selected by VeraSun that is reasonably acceptable to the Administrative Agent, who is responsible for preparing the annual tax returns for VeraSun; provided, that each of McGladrey & Pullen, LLP, PricewaterhouseCoopers LLP, Deloitte & Touche USA LLP, Ernst & Young LLP or KPMG LLP are deemed to be reasonably acceptable to the Administrative Agent.”; and each reference to “ASAB Tax Preparer” in the Financing Documents is replaced with a reference to “VeraSun Tax Preparer”.

(g) The phrase “and the Bloomingburg Required Subordinated Debt Disbursement” beginning on the sixth line of the definition of “Bloomingburg Construction Budget” set forth in Section 1.01 (Defined Terms) will be deleted.

(h) The amount specified beginning on the third line of the definition of “Bloomingburg Required Equity Contribution” set forth in Section 1.01 (Defined Terms) will be deleted and replaced with the following amount: “fifty million one hundred forty-seven thousand one hundred fifty-one Dollars ($ 50,147,151)”.

(i) The phrase “Required Subordinated Debt Disbursements;” on the tenth line of the definition of “Cash Flow” set forth in Section 1.01 (Defined Terms) will be deleted.

(j) The definition of “Change of Control” in Section 1.01 (Defined Terms) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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““Change of Control” means any transaction or series of related transactions (including any merger or consolidation) the result of which is that (i) ASA Holdings fails to maintain, directly, legally or beneficially, one hundred percent (100%) of the Equity Interests of any of Albion, Bloomingburg or Linden (other than the Equity Interest held by the Independent Member) or (ii) VeraSun fails to maintain directly, legally or beneficially, at least fifty-one percent (51%) of the Equity Interests of ASA Holdings (other than the Equity Interest held by the Independent Member); provided, that as a condition to any transfer of Equity Interests in ASA Holdings by VeraSun, such Equity Interests shall continue to be pledged to the Collateral Agent, for the benefit of the Senior Secured Parties, and the Administrative Agent shall have received a satisfactory pledge agreement and satisfactory evidence of such Lien, as described in Section 6.01(i) (Conditions to First Construction Loan Borrowing — Lien Search; Perfection of Security) (other than Section 6.01(i)(iv)), together with an opinion of counsel reasonably satisfactory to the Administrative Agent addressing those matters relating to the acquisition and ownership of such Equity Interests, and the Lien thereon, as the Administrative Agent may reasonably request and a good standing certificate with respect to such transferee.”

(k) In the fifth paragraph of the definition of “Federal Tax Distribution Amount” set forth in Section 1.01 (Defined Terms): (i) The phrase “…ordinary business…” beginning on the sixteenth line will be deleted and replaced with the word “taxable”; (ii) the phrase “…Form 1065, U.S. Return of Partnership Income…” beginning on the seventeenth and twenty-fourth lines will be deleted and in each case replaced with the phrase “Form 1120, U.S. Corporation Income Tax Return”; (iii) the phrase “…ordinary business…” on the thirty-third line will be deleted and replaced with the phrase “alternative minimum taxable”; and (iv) the phrase “…Form 1065, U.S. Return of Partnership Income) of ASA Biofuels, adjusted for the alternative minimum tax (AMT) items (as would be reported on Schedule K of Form 1065, U.S. Return of Partnership Income)…” beginning on the thirty-third line will be deleted and replaced with the phrase “Form 4626, Alternative Minimum Tax – Corporations”.

(l) The definition of “Holdings Pledge Agreement” is hereby deleted in its entirety and replaced with the following: “Holdings Pledge Agreement” means the Amended and Restated Pledge and Security Agreement, in form and substance reasonably satisfactory to the Lenders and the Collateral Agent, dated as of the Change of Control Date, among VeraSun (as successor-in-interest to ASA Biofuels), ASA Holdings and the Collateral Agent, pursuant to which VeraSun pledges one hundred percent (100%) of the Equity Interests in ASA Holdings to the Collateral Agent.

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(m) The definition of “Knowledge” will be amended by deleting all references to “ASA Biofuels LLC Agreement” and replacing them with references to “(or, in the case of VeraSun any president, chief executive officer, chief financial officer or similar officer)”.

(n) The phrase “and the Linden Required Subordinated Debt Disbursement” on the sixth line of the definition of “Linden Construction Budget” set forth in Section 1.01 (Defined Terms) will be deleted.

(o) The amount specified beginning on the third line of the definition of “Linden Required Equity Contribution” set forth in Section 1.01 (Defined Terms) will be deleted and replaced with the following amount: “forty eight million eight hundred twenty-nine thousand nine hundred eighty-six (48,829,986)”.

(p) The definition of “Management Services Agreement” is hereby deleted in its entirety and replaced with the following: “Management Services Agreement” means any (one or more) management or administrative services agreement, each in form and substance reasonably satisfactory to the Administrative Agent, entered into between one or more of the Borrowers and VeraSun; provided, that each such agreement is approved by the Administrative Agent prior to its execution.

(q) The word “State” will be added in the last line of the definition of “State Tax Distribution Amount” set forth in Section 1.01 (Defined Terms), between the words “…Applicable” and “Tax…”.

(r) Paragraph (iv) of the definition of “Financing Documents” set forth in Section 1.01 (Defined Terms) will be deleted in its entirety, and replaced with the following: “(iv) [Intentionally omitted];”.

(s) The definition of “Insolvency Proceeding” set forth in Section 1.01 (Defined Terms) will be deleted in its entirety and replaced with the following:

““Insolvency Proceeding” means, with respect to any Person, (i) any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, readjustment, composition or other similar proceeding relating to such Person or any of its respective properties, whether under any bankruptcy, reorganization or insolvency law or laws, federal or state, or any law, federal or state, relating to relief of debtors, readjustment of indebtedness, reorganization, composition or extension, (ii) any proceeding for any liquidation, liquidating distribution, dissolution or other winding up of such Person, voluntary or involuntary, whether or

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not involving insolvency or bankruptcy proceedings, (iii) any assignment for the benefit of creditors of such Person, (iv) other marshalling of the assets of such Person, (v) such Person applies for, consents or acquiesces to, or permits or suffers to exist the appointment of a trustee, receiver, sequestration or other custodian for such Person or for a substantial part of its property, or (vi) such Person becomes insolvent or generally fails to pay, or admits in writing its inability or unwillingness to pay, debts as they become due.”

(t) The phrase “, each Subordinated Lender” in the definition of “Loan Parties” set forth in Section 1.01 (Defined Terms) will be deleted.

(u) Clause (b) of the definition of “Restricted Payments” set forth in Section 1.01 (Defined Terms) will be deleted in its entirety, and the following clauses of such definition shall be renumbered accordingly.

(v) Each reference to “ASA Biofuels” in the following Sections of the Credit Agreement will be deleted and replaced with a reference to “VeraSun”: Section 5.03 (Governmental Approvals); Section 5.12(b) (Collateral); Section 5.13(c) (Ownership of Properties); Section 5.14(c) (Taxes); Section 5.25 (Separateness); Section 6.04(h) (Conditions to Term Loan Borrowing — Security); Section 6.04(k) (Conditions to Term Loan Borrowing — Legal Opinions); Section 6.05(g) (Conditions to All Borrowings — No Litigation); Section 6.05(j) (Conditions to All Borrowings — Satisfactory Legal Form); Section 8.06(e)(i) (ASA Holdings Construction Account); Sections 8.08(b)(xii) and (xx) (Revenue Account); Section 9.01(f) (Events of Default — Cross Defaults); Section 9.01(g) (Events of Default — Judgments); Section 9.01(i) (Events of Default — Bankruptcy, Insolvency); Section 10.01(c) (Appointment and Authority); Section 10.10(a) (Collateral Agent May File Proof’s of Claim); and Section 10.11(b) (Collateral Matters).

(w) The phrase “and (C) closing fees paid on the Subordinated Loans” beginning on the tenth line of paragraph (iv) of Section 2.04(g) (Commitments and Borrowing — Borrowing of Loans) will be deleted and replaced with the following: “and (C) one million two hundred fifty thousand Dollars ($ 1,250,000)”.

(x) Paragraph (vii) of Section 2.04(g) (Commitments and Borrowing — Borrowing of Loans) will be deleted in its entirety and replaced with the following:

“(vii) seventh, to VeraSun, as reimbursement for, or repayment of, the Required Equity Contributions, in an amount equal to thirty-five percent (35%) of any outstanding

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Construction Loan Commitments that remain outstanding after the disbursements described in priorities first through sixth above.”

(y) Section 5.09 (Litigation) will be deleted in its entirety and replaced with the following: “There is no pending or, to the Knowledge of any Borrower, threatened material litigation, action, proceeding, or labor controversy against or, to the Knowledge of any Borrower, affecting any Borrower, any Plant or the Project. There is no pending or, to the Knowledge of any Borrower, threatened litigation, action, proceeding, or labor controversy against or, to the Knowledge of any Borrower, affecting VeraSun that has or would reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Borrowers, there is no pending or threatened litigation, action, proceeding, or labor controversy against or affecting any Project Party that has or would reasonably be expected to have a Material Adverse Effect.”

(z) Section 5.14(c) (Taxes) is hereby amended by inserting at the end of such Section: “, other than the VeraSun Tax Sharing Agreement”.

(aa) 6.05(g) (Conditions to All Borrowings — No Litigation) is hereby amended by (x) deleting “ASAB Biofuels,” from clause (i), (y) inserting a new clause (ii) as follows: “No action, suit, proceeding or investigation shall have been instituted or, to the Knowledge of each Borrower, threatened against VeraSun that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect”, and (z) clause (ii) is renumbered accordingly.

(bb) Paragraph (ii) of Section 7.02(a) (Negative Covenants — Restrictions on Indebtedness of the Borrowers) will be deleted in its entirety, and replaced with the following: “(ii) [Intentionally omitted];”.

(cc) Section 7.02(n) (Negative Covenants — Subordinated Debt Agreements) will be deleted in its entirety, and replaced with the following: “(n) [Intentionally omitted].”

(dd) The following phrase will be added at the end of Section 7.02(t) (Negative Covenants — Construction Budget”):

“; provided, that the Line Item entitled “Cash Interest sub debt” set forth in the Construction Budgets shall be deemed to be completed for purposes of clause (ii) above on the Change of Control Date.”

(ee) 7.03(f)(i) (Reporting Requirements) is hereby deleted and the following text shall be substituted in its place: “(A) any material litigation or

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governmental proceeding pending or threatened in writing against any Borrower or (B) any litigation or governmental proceeding pending or threatened in writing against VeraSun that, in the case of this clause (B) only, has or would reasonably be expected to have a Material Adverse Effect;”

(ff) The phrase “or any Subordinated Debt Agreement” beginning on the third line of Section 7.03(g) (Reporting Requirements) will be deleted, and the word “or” will be added between the phrases “…the Management Services Agreement,” and “any Additional Project Documents…” in the third line of such Section.

(gg) Section 7.03(h) (Reporting Requirements) will be deleted in its entirety, and replaced with the following: “(h) [Intentionally omitted];”.

(hh) Paragraphs (x) and (xviii) of Section 8.08(b) (Revenue Account) will be deleted in their entirety, and replaced with the following: “(x) [Intentionally omitted];” and “(xviii) [Intentionally omitted];”, respectively.

(ii) The phrase “, or any Loan Party defaults in the due performance and observance of any of its obligations under the Intercreditor Agreement” beginning on the fourteenth line of Section 9.01(c) (Events of Default — Non-Performance of Certain Covenants and Obligations) will be deleted.

(jj) Section 9.01(g) (Events of Default — Judgments) is hereby amended by deleting the words “or ASA Biofuels”.

(kk) The phrase “Subject to the Right of First Offer and Refusal Agreement,” on the first line of Section 11.03(b) (Miscellaneous — Assignments) will be deleted, and the first letter of the word “any” immediately following such phrase will be capitalized.

(ll) The following terms will be deleted every time they are listed in Schedule 5.11-A: “Subordinated Guaranty”, “Subordinated Environmental Indemnity Agreement” and “Subordinated Negative Pledge Agreement”.

(mm) The following phrases set forth in Schedule 5.25 will be deleted: (a) “the Subordinated Guaranty and” on the third line of Section (vii); (b) “and the Subordinated Guaranty” on the third line of Section (xviii); and (c) “and the Subordinated Guaranty” beginning on the seventh line of Section (xx).

(nn) The phrase “and (C) closing fees paid on the Subordinated Loans” beginning on the eighth line of paragraph fourth of Section 2 (Use of Proceeds) of Exhibit A will be deleted and replaced with the following: “and (C) one million two hundred fifty thousand Dollars ($1,250,000)”.

(oo) Paragraph seventh of Section 2 (Use of Proceeds) of Exhibit A will be deleted in its entirety and replaced with the following:

“seventh, [            ] Dollars ($[            ]) to VeraSun, as reimbursement for, or repayment of, the Required Equity Contributions, which amount is equal to thirty-five percent (35%) of any outstanding Construction Loan Commitments that remain outstanding after the disbursements described in priorities first through sixth above.”

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(pp) Exhibit L will be amended by (i) deleting paragraphs (x) and (xviii), and paragraphs (q) and (y), in their entirety, and replacing them with the following: “(x) [Intentionally omitted];”, “(xviii) [Intentionally omitted];”, “(q) [Intentionally omitted].” and “(y) [Intentionally omitted].”, respectively and (ii) deleting the references to “ASA Biofuels” in paragraphs (xii) and (s) and replacing them with references to “VeraSun”.

(qq) The phrases “, the Right of First Offer and Refusal Agreement”, “or the Right of First Offer and Refusal Agreement”, and “and the Right of First Offer and Refusal Agreement” will be deleted every time they appear in Exhibit V. In addition, and also with respect to such Exhibit V, (I) the word “or” will be added on the seventh line of Section 4(a) between the phrases “…with the Credit Agreement,” and “the other Financing Documents…”; (II) the word “and” will be added on the fourth line of Section 4(b) between the phrases “…under the Credit Agreement,” and “the other Financing Documents…”; (III) the word “and” will be added on the seventh line of Section 4(b) between the phrases “…a copy of the Credit Agreement,” and “each other Financing Document…”; (IV) the word “or” will be added on the sixteenth line of Section 4(b) between the phrases “…under the Credit Agreement,” and “any other Financing Document…”; and (V) the word “and” will be added on the fourth lines of Sections 5(c)(i) and (ii), in each case between the phrases “…under the Credit Agreement,” and “the other Financing Documents”.

(rr) The phrase “or Subordinated Debt Agreement” on the third line of Section 6 of Exhibit W will be deleted, and the word “or” will be added on the second line of such Section between the phrases “…any Project Document,” and “Additional Project Document”.

Section 3. Consent. The Lenders hereby agree (the “Consents”) that, with the prior approval of the Administrative Agent, the Borrowers may enter into amendments to the Cargill Goods and Services Agreements and Grain Facility Leases, or supplemental agreements in connection therewith, to address the matters described in the Request Letter, and other clarifications or amendments related thereto; provided, that such amendments and agreements may not be executed or delivered prior to the Change of Control Date. The parties hereto acknowledge and agree that any supplemental agreements entered into by any Borrower pursuant to this Section 3 shall be Project Documents.

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Section 4. Obligations of the Borrowers in Connection with the Change of Control Date. In addition to each of their covenants, agreements and obligations set forth in the Credit Agreement, the Borrowers hereby jointly and severally agree with each Agent and each Lender that the occurrence of the Change of Control Date will be subject to the satisfaction of the following conditions:

(a) No later than three (3) Business Days prior to the Change of Control Date, the Borrowers shall give written notice to the Administrative Agent specifying the Change of Control Date.

(b) On the Change of Control Date, the Borrowers shall provide the Administrative Agent with a certified pay-off letter executed by each Subordinated Lender (i) confirming that all the Subordinated Debt Obligations have been irrevocably and indefeasibly paid in full, (ii) confirming that each Subordinated Debt Agreement (including each Subordinated Guaranty, the Subordinated Debt Environmental Indemnity Agreement and the Subordinated Debt Negative Pledge Agreement) has been terminated, and (iii) acknowledging that, effective upon the Change of Control Date, the Intercreditor Agreement and the Right of First Offer and Refusal Agreement have been terminated.

(c) Within three (3) Business Days after the Change of Control Date (or such other period of time reasonably acceptable to the Administrative Agent), the Borrowers shall file with the relevant registry/ies evidence of the termination in full of each of the Subordinated Debt Agreements or other documents and/or instruments executed pursuant thereto whose execution has been recorded in such registry/ies, and promptly thereafter shall deliver to the Administrative Agent acknowledgement copies or stamped receipt copies of the recordation of each such termination.

(d) Prior to the Change of Control Date, the form of VeraSun Tax Sharing Agreement shall have been provided to, and approved by, the Administrative Agent.

(e) On or before the Change of Control Date, the following conditions shall be satisfied:

(i) a counterpart of this Amendment shall have been executed by each of the parties hereto and delivered to the Administrative Agent;

(ii) the Administrative Agent shall have received satisfactory evidence, including certificates of good standing from the Secretaries of State of each relevant jurisdiction, that VeraSun is duly authorized as a corporation to carry on its business, and is duly organized, validly existing and in good standing in each jurisdiction in which it is required to be so authorized;

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(iii) the Administrative Agent shall have received a legal opinion from New York and South Dakota counsel to VeraSun and the Borrowers, addressed to the Senior Secured Parties and in form and substance reasonably satisfactory to the Administrative Agent, addressing such matters related to VeraSun’s acquisition of the Equity Interest in ASA Holdings and the Lien granted pursuant to the Holdings Pledge Agreement as the Administrative Agent may reasonably request;

(iv) the Administrative Agent shall have received satisfactory copies or evidence, as the case may be, of the following actions in connection with the perfection of the Security:

(A) completed requests for information or lien search reports, dated no more than five (5) Business Days before the Change of Control Date (or such other date as reasonably acceptable to the Administrative Agent), listing all effective UCC financing statements, fixture filings or other filings evidencing a security interest filed in Nebraska, Ohio, Indiana, South Dakota and any other jurisdictions reasonably requested by the Administrative Agent that name VeraSun as a debtor, together with copies of each such UCC financing statement, fixture filing or other filings;

(B) the execution of the Holdings Pledge Agreement (as defined in the Credit Agreement after giving effect to the Amendments) by each party thereto;

(C) acknowledgment copies or stamped receipt copies of a proper of the UCC financing statement relating to the Holdings Pledge Agreement, duly filed with the Secretary of State of the State of South Dakota;

(D) the original certificates representing all Equity Interests in ASA Holdings reflecting VeraSun, Inc. as the owner shall have been delivered to the Collateral Agent, in each case together with a duly executed transfer power and irrevocable proxy in the form attached to the Holdings Pledge Agreement;

(E) evidence of the completion of all other actions, recordings and filings of or with respect to the Holdings Pledge Agreement that the Administrative Agent may deem necessary or desirable in order to continue to perfect and protect the first-priority Liens created under the Holdings Pledge Agreement;

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(v) the Administrative Agent shall have received from VeraSun a certificate of an Authorized Officer dated as of the Change of Control Date, upon which the Administrative Agent and each Lender may conclusively rely, as to:

(A) resolutions of its members, managers, directors or shareholders, as the case may be, then in full force and effect authorizing the Change of Control Closing and the execution and delivery of the Holding Pledge Agreement and the consummation of the transactions contemplate thereby;

(B) the incumbency and signatures of those of its officers and representatives authorized to execute and otherwise act with respect to each Financing Document to which it is party; and

(C) VeraSun’s Organic Documents, certifying that (1) such documents are in full force and effect and no term or condition thereof has been amended from the form thereof delivered to the Administrative Agent and (2) no material breach, material default or material violation thereunder has occurred and is continuing; and

(f) Promptly upon execution thereof, the Borrowers shall deliver to the Administrative Agent fully executed copies of the amendments and agreements described in Section 3 of this Omnibus Agreement, together with acknowledgement copies or stamped receipt copies of the recordation of a memorandum of any amendment to each Grain Facility Lease, if reasonably requested by the Administrative Agent.

Section 5. Certification by the Borrowers. This Omnibus Agreement is entered into by the Lenders in reliance on the Borrowers’ certifications that (i) as of the date hereof no Default or Event of Default has occurred and is continuing under the Credit Agreement, and (ii) all of the information provided in the Request Letter is true, complete and correct in all material respects.

Section 6. Limited Purpose; Effect on Credit Agreement. Notwithstanding anything contained herein, the Consents (i) are limited consents, (ii) are effective only with respect to the transactions described in this Omnibus Agreement for the specific instance and the specific purpose for which they are given, (iii) shall not be effective for any other purpose or transaction, and (iv) do not constitute an amendment or basis for a subsequent extension, waiver or consent of any of the provisions of the Credit Agreement. Except as expressly amended hereby or otherwise provided herein, (a) all of the terms and conditions of the Credit

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Agreement and all other Financing Documents remain in full force and effect, and none of such terms and conditions are, or shall be construed as, otherwise amended or modified, and (b) nothing in this Omnibus Agreement shall constitute a waiver by the Lenders, of any Default or Event of Default, or shall constitute a waiver by the Lenders of any right, power or remedy available to the Lenders or the other Senior Secured Parties under the Credit Agreement, whether any such defaults, rights, powers or remedies presently exist or arise in the future. The Credit Agreement shall, together with the amendments set forth in this Omnibus Agreement, be read and construed as a single agreement. All references in the Credit Agreement and any related documents, instruments and agreements shall hereafter refer to the Credit Agreement, as amended hereby.

Section 7. Effective Date. This Omnibus Agreement shall become effective upon execution by the Required Lenders, the Administrative Agent, the Accounts Bank, the Collateral Agent, each of the Borrowers and the Borrowers’ Agent.

Section 8. Financing Document. The parties hereto agree that this Omnibus Agreement is a Financing Document.

Section 9. Authority; Etc. The execution and delivery by each of the Borrowers and the Borrowers’ Agent of this Omnibus Agreement are within the organizational authority of each of them and have been duly authorized by all necessary organizational action on the part of, and have been duly and validly executed by, each Borrower and the Borrowers’ Agent.

Section 10. Miscellaneous.

(a) THIS OMNIBUS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

(b) Section headings in this Omnibus Agreement are included herein for convenience of reference only and shall not constitute a part of this Omnibus Agreement for any other purpose or be given any substantive effect.

(c) This Omnibus Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.

(d) Delivery of an executed counterpart of a signature page of this Omnibus Agreement by telecopy or portable document format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Omnibus Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Third Omnibus Agreement (Sixth Amendment and Consent) to be executed by their respective officers as of the day and year first above written.

ASA OPCO HOLDINGS, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO
ASA ALBION, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO
ASA BLOOMINGBURG, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO
ASA LINDEN, LLC, as Borrower
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO

Third Omnibus Agreement (Sixth Amendment and Consent)

14

ASA OPCO HOLDINGS, LLC, as Borrowers’ Agent
By:	/s/ George Schaefer
Name:	George Schaefer
Title:	CFO

Third Omnibus Agreement (Sixth Amendment and Consent)

WESTLB AG, NEW YORK BRANCH, as Lender
By:	/s/ DUNCAN ROBERTSON
Name:	DUNCAN ROBERTSON
Title:	EXECUTIVE DIRECTOR
By:	/s/ James R. Anderson
Name:	James R. Anderson
Title:	Director
WESTLB AG, NEW YORK BRANCH, as Administrative Agent
By:	/s/ DUNCAN ROBERTSON
Name:	DUNCAN ROBERTSON
Title:	EXECUTIVE DIRECTOR
By:	/s/ James R. Anderson
Name:	James R. Anderson
Title:	Director

Third Omnibus Agreement (Sixth Amendment and Consent)

1st FARM CREDIT SERVICES, FLCA, as Lender
By:	/s/ DALE A. RICHARDSON
Name:	DALE A. RICHARDSON
Title:	VP Illinois Capital Markets Group

Third Omnibus Agreement (Sixth Amendment and Consent)

AGFIRST FARM CREDIT BANK, as Lender
By:	/s/ Bruce B. Fortner
Name:	Bruce B. Fortner
Title:	Vice President

Third Omnibus Agreement (Sixth Amendment and Consent)

BANK MIDWEST, N.A., as Lender
By:	/s/ David L. Rambo
Name:	David L. Rambo
Title:	Sr. V.P.

Third Omnibus Agreement (Sixth Amendment and Consent)

CIT CAPITAL USA INC., as Lender
By:	/s/ Scott Carlson
Name:	Scott Carlson
Title:	Vice President

Third Omnibus Agreement (Sixth Amendment and Consent)

FARM CREDIT SERVICES OF AMERICA, FLCA, as Lender
By:	/s/ Kathryn J. Frahm
Name:	Kathryn J. Frahm
Title:	VP Credit

Third Omnibus Agreement (Sixth Amendment and Consent)

FIRST NATIONAL BANK OF OMAHA, as Lender
By:	/s/ Stephanie H. Moline
Name:	Stephanie H. Moline
Title:	Executive Vice President
FIRST NATIONAL BANK OF OMAHA, as Collateral Agent
By:	/s/ Stephanie H. Moline
Name:	Stephanie H. Moline
Title:	Executive Vice President
FIRST NATIONAL BANK OF OMAHA, as Accounts Bank
By:	/s/ Stephanie H. Moline
Name:	Stephanie H. Moline
Title:	Executive Vice President

Third Omnibus Agreement (Sixth Amendment and Consent)

GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as Lender
By:	/s/ Alfred S. Compton, Jr.
Name:	Alfred S. Compton, Jr.
Title:	ILLEGIBLE

Third Omnibus Agreement (Sixth Amendment and Consent)

NATIXIS, NEW YORK BRANCH, as Lender
By:	/s/ Pierre Audrain
Name:	Pierre Audrain
Title:	Director
By:	/s/ ROBERT PARK
Name:	ROBERT PARK
Title:	Associate

Third Omnibus Agreement (Sixth Amendment and Consent)

SCOTIABANC INC., as Lender
By:	/s/ J.F. Todd
Name:	J.F. Todd
Title:	Managing Director

Third Omnibus Agreement (Sixth Amendment and Consent)

STANDARD CHARTERED BANK, as Lender
By:	/s/ JOSWER DE LA MERCED
Name:	JOSWER DE LA MERCED
Title:	ASSOCIATE DIRECTOR PROJECT FINANCE AMERICAS
By:	/s/ Maria L. Garcia
Name:	Maria L. Garcia
Title:	Credit Documentation Officer-A2710

Third Omnibus Agreement (Sixth Amendment and Consent)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Donald L. Endres, certify that:

1. I have reviewed this quarterly report on Form 10-Q of VeraSun Energy Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [Reserved]

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting and;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2007

/s/ Donald L. Endres

Donald L. Endres

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Danny C. Herron, certify that:

1. I have reviewed this quarterly report on Form 10-Q of VeraSun Energy Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [Reserved]

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting and;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2007

/s/ Danny C. Herron

Danny C. Herron

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of VeraSun Energy Corporation (the “Corporation”) on Form 10-Q for the quarterly period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald L. Endres, Chief Executive Officer of the Corporation, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ Donald L. Endres

Donald L. Endres

Chief Executive Officer

Dated: November 14, 2007

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of VeraSun Energy Corporation (the “Corporation”) on Form 10-Q for the quarterly period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Danny C. Herron, Chief Financial Officer of the Corporation, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ Danny C. Herron

Danny C. Herron

Senior Vice President and Chief Financial Officer

Dated: November 14, 2007