Re: VeraSun Energy Corporation - DIP Facility Commitment Letter

Exhibit 10.7

November 3, 2008

VeraSun Energy Corporation

Each of the VSE Guarantors signatory hereto

100 22 ^nd Avenue

Brookings, South Dakota 57006

Re: VeraSun Energy Corporation — DIP Facility Commitment Letter

Ladies and Gentlemen:

Each of the undersigned and/or its affiliates, designees or funds managed by it (collectively, “ we ”, “ us ” or the “ VSE DIP Lenders ”) is pleased to offer a financing commitment in connection with a possible debtor-in-possession financing (the “ VSE DIP Financing ”) of VeraSun Energy Corporation (the “ VSE Borrower ”).

For the purposes described in the attached VSE DIP Term Sheet (defined below), during the pendency of the cases (the “ Cases ”) under chapter 11 of Title 11 of the United States Code of the VSE Borrower filed with the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”), we are pleased to provide our commitment for a super-priority secured debtor-in-possession credit facility (the “ VSE DIP Facility ”) to the VSE Borrower as debtor and debtor-in-possession in the Cases in an aggregate amount of not less than $160,650,000 and not more than $190,000,000, on the terms and conditions set forth in the Definitive Summary of Indicative Terms and Conditions attached hereto as Exhibit A (the “ VSE DIP Term Sheet ”). Capitalized terms used herein and not otherwise defined shall have the same meanings in this Commitment Letter as given to them by the VSE DIP Term Sheet.

Each VSE DIP Lender, severally and not jointly with any other VSE DIP Lender, is pleased to inform you of its respective commitment to provide the VSE DIP Loans in the aggregate principal amount set forth opposite its name on Exhibit A to the VSE DIP Term Sheet. As consideration for the commitments and agreements of the VSE DIP Lenders hereunder you agree to pay the nonrefundable fees set forth in the VSE DIP Term Sheet, as and when indicated therein.

The several financing commitment for the VSE DIP Facility of each VSE DIP Lender is made in reliance on, and is subject to, the following conditions precedent: (a) material compliance by the VSE Borrower and the VSE Guarantors (as defined in the VSE DIP Term Sheet, the “ VSE Obligors ”) with the terms of this Commitment Letter, (b) the entry by the Bankruptcy Court of the Interim Order no later than two (2) business days after the Petition Date, in form and substance satisfactory to the VSE DIP Lenders and our counsel, (c) such VSE DIP Lender not having discovered or otherwise become aware of any information that is inconsistent in a material and adverse manner with its current understanding, based on the information provided to it by the VSE Borrower, the VSE Guarantors or their advisors or representatives prior to the date hereof, of the business, assets, liabilities, prospects, operations, financial condition, or operating results of the VSE Borrower and the VSE Guarantors, taken as a whole and (d) such VSE DIP Lender’s determination (in its reasonable judgment) that there has not occurred since the date hereof any change, event, circumstance or development that, individually or in the aggregate, has had

or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, prospects, operations, financial condition, or operating results, of the VSE Borrower and the VSE Guarantors, taken as a whole (other than events occurring prior to the date of this Commitment Letter that have been disclosed in writing prior to the date of this Commitment Letter to such VSE DIP Lender and events that customarily occur as a result of events leading up to and following the filing of the Cases.

By executing this Commitment Letter, you agree to reimburse the VSE DIP Lenders and the VSE DIP Administrative Agent from time to time on demand for all reasonable out-of pocket fees and expenses (including, but not limited to, the reasonable fees, disbursements and other charges of Cadwalader, Wickersham & Taft LLP, as counsel to the VSE DIP Lenders and the VSE DIP Administrative Agent, and of special and local counsel to the VSE DIP Lenders) incurred in connection with the VSE DIP Facility, the preparation of the definitive documentation therefor and the other transactions contemplated hereby.

You further agree to indemnify and hold harmless the VSE DIP Administrative Agent, each VSE DIP Lender and each of their affiliates and each director, officer, employee, agent and representative thereof (each, an “ indemnified person ”) against, and to reimburse each indemnified person, upon its demand, for, any and all losses, claims, damages, liabilities and other expenses (collectively, “ Losses ”) that may be incurred by or asserted or awarded against such indemnified person, in each case insofar as such Losses arise out of or in any way relate to or result from any aspect of the VSE DIP Financing or any similar transaction and any of the other transactions contemplated thereby, or any use made or proposed to be made with the proceeds thereof, including, without limitation, Losses consisting of legal or other expenses incurred in connection with investigating, defending or participating in any investigation, litigation or proceeding relating to any of the foregoing; provided that, the foregoing indemnity will not apply to any Losses to the extent they are determined in a final nonappealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such indemnified person. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the VSE Borrower or your subsidiaries, your equityholders or creditors or an indemnified person, whether or not an indemnified person is otherwise a party thereto and whether or not any aspect of the VSE DIP Financing is consummated. In addition, should any indemnified person be involved (whether as party, witness or otherwise) in any investigation, litigation or proceeding in connection with the transactions contemplated hereby, you agree to compensate such indemnified party in an amount equal to its customary and reasonable per diem charges for each day that such indemnified party is involved in preparation, discovery proceedings or testimony pertaining to any such investigation, litigation or proceedings. You also agree that no indemnified person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the VSE Borrower or your subsidiaries or affiliates or to your equityholders or creditors arising out of, related to or in connection with any aspect of the VSA DIP Financing, except for direct, as opposed to consequential, damages determined in a final nonappealable judgment by a court of competent jurisdiction to have resulted from such indemnified person’s gross negligence or willful misconduct. No indemnified person shall be liable for any damages arising from the use by unauthorized persons of Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the VSE DIP Facility.

You agree that, without our prior written consent, you will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions hereof (whether or not any other indemnified person is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (i) includes an unconditional written release in form and substance satisfactory to the indemnified person of each indemnified person from all liability arising out of such claim, action or proceeding and (ii) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified person.

Please note that this Commitment Letter (including the VSE DIP Term Sheet attached hereto) and any written or oral advice provided by any VSE DIP Lender or the VSE DIP Administrative Agent in connection with this arrangement are exclusively for the information of the VSE Borrower and may not be disclosed to any third party or circulated or referred to publicly without our prior written consent except, after providing written notice to the VSE DIP Lenders, pursuant to a subpoena or order issued by a court of competent jurisdiction or by a judicial, administrative or legislative body or committee; provided that, we hereby consent to your disclosure of: (i) this Commitment Letter and such advice to the VSE Borrower’s respective officers, directors, agents and advisors who are directly involved in the consideration of the VSE DIP Facility and who have been informed by you of the confidential nature of such advice and the Commitment Letter and who have agreed to treat such information confidentially; (ii) this Commitment Letter to the United States Trustee and the creditors committee as required by the Bankruptcy Court; and (iii) this Commitment Letter as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof). The provisions of this paragraph shall survive any termination or completion of the arrangement provided by this Commitment Letter.

The expense, indemnification and confidentiality provisions set forth in the immediately preceding four paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the VSE DIP Facility shall be executed and delivered and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of the VSE DIP Lenders hereunder. Except for such expense, indemnification and confidentiality provisions, the VSE DIP Loan Documentation shall supersede the terms of this Commitment Letter and the VSE DIP Term Sheet.

Each VSE DIP Lender and the VSE DIP Administrative Agent reserves the right to employ the services of its affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to such VSE DIP Lender in such manner as such VSE DIP Lender and such affiliates may agree in their sole discretion. In connection with the services and transactions contemplated hereby, you agree that the VSE DIP Lenders are permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives, any information concerning the VSE Borrower or any of its affiliates that is or may come into the possession of any VSE DIP Lender or any of such affiliates. The VSE DIP Lenders and their affiliates will treat confidential information relating to the VSE Borrower and its affiliates with the same degree of care as they treat their own confidential information.

You agree that each VSE DIP Lender and the VSE DIP Administrative Agent will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the VSE DIP Term Sheet or otherwise will be deemed to create an advisory, fiduciary or agency

relationship or fiduciary or other implied duty between any VSE DIP Lender or the VSE DIP Administrative Agent, on the one hand, and the VSE Borrower, its stockholders or its affiliates, on the other. You acknowledge and agree that:

(i) the transactions contemplated by this Commitment Letter and the VSE DIP Term Sheet are arm’s-length commercial transactions between the VSE DIP Lenders and the VSE DIP Administrative Agent, on the one hand, and the VSE Borrower and the VSE Guarantors, on the other;

(ii) in connection therewith and with the process leading to such transaction, each VSE DIP Lender and the VSE DIP Administrative Agent is acting solely as a principal and not the agent or fiduciary of the VSE Borrower or the VSE Guarantors, their respective management, stockholders, creditors or any other person;

(iii) None of the VSE DIP Lenders or the VSE DIP Administrative Agent has assumed an advisory or fiduciary responsibility in favor of the VSE Borrower or the VSE Guarantors with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any VSE DIP Lender, the VSE DIP Administrative Agent or any of their respective affiliates have advised or is currently advising the VSE Borrower or the VSE Guarantors on other matters) or any other obligation to the VSE Borrower or the VSE Guarantors except the obligations expressly set forth in this Commitment Letter and the VSE DIP Term Sheet; and

(iv) the VSE Obligors have consulted their own legal, accounting, regulatory, tax and financial advisors to the extent it deemed appropriate.

The VSE Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The VSE Borrower agrees that it will not claim that the VSE DIP Administrative Agent or any VSE DIP Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the VSE Borrower, in connection with such transaction or the process leading thereto. In addition, each of the VSE DIP Lenders and the VSE DIP Administrative Agent may employ the services of its affiliates in providing certain services hereunder and may exchange with such affiliates information concerning the VSE Borrower, the VSE Guarantors and other companies that may be the subject of this arrangement, and such affiliates shall be entitled to the benefits afforded to the VSE DIP Lenders and the VSE DIP Administrative Agent hereunder.

In addition, please note that the VSE DIP Administrative Agent, the VSE DIP Lenders and their respective affiliates do not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, the VSE Borrower (and each employee, representative or other agent of the VSE Borrower) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the offering and all materials of any kind (including opinions or other tax analyses) that are provided to the VSE Borrower relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their and their respective affiliates’ directors and employees to

comply with applicable securities laws. For this purpose, “tax treatment” means U.S. federal or state income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transactions contemplated by this Commitment Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates.

This Commitment Letter is not assignable by you without our prior written consent and is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. This Commitment Letter may not be amended or any term or provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto, and any term or provision hereof may be amended or waived only by a written agreement executed and delivered by all parties hereto. Any attempted assignment without such consent shall be null and void.

Pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “ Patriot Act ”), the VSE DIP Administrative Agent and the VSE DIP Lenders may be required to obtain, verify and record information that identifies the VSE Borrower and the VSE Guarantors, which information includes the name, address and tax identification number and other information regarding them that will allow the VSE DIP Administrative Agent and such VSE DIP Lenders to identify them in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to the VSE DIP Administrative Agent and the VSE DIP Lenders.

This Commitment Letter may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter by telecopier shall be effective as delivery of a manually executed counterpart thereof.

The initial funding of proceeds of the VSE DIP Loans shall be made available upon entry of the Interim Order, and the VSE Borrower acknowledges and agrees that the initial account designated for such proceeds has, and shall have, no funds other than such proceeds from the VSE DIP Lenders. The wire instructions for such account are as follows:

Bank Name: First Bank and Trust

ABA: 091408446

Beneficiary: VeraSun Energy Corporation

Account Number: 1081888

The VSE Borrower further acknowledges and agrees that, upon creation of a controlled account by the VSE DIP Administrative Agent, such funds shall be transferred thereto and all further fundings shall be made to such controlled account, in accordance with the VSE DIP Loan Documentation.

This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Each of you, the VSE DIP Administrative Agent and the VSE DIP Lenders hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter (including, without limitation, the VSE DIP Term Sheet), the VSE DIP Financing and the other transactions contemplated hereby and thereby or the actions of the VSE DIP Administrative Agent and

the VSE DIP Lenders in the negotiation, performance or enforcement hereof. The VSE Borrower and each VSE Guarantor agrees that any suit or proceeding arising in respect to this Commitment Letter or our commitment will be tried exclusively in the Bankruptcy Court or, if that court does not have subject matter jurisdiction, in the U.S. District Court for the Southern District of New York or any state court located in the City of New York, and the VSE Borrower and each VSE Guarantor agrees to submit to the exclusive jurisdiction of, and to venue in, such court. The commitments and undertakings of the VSE DIP Lenders may be terminated by us if you fail to perform your obligations under this Commitment Letter on a timely basis.

This Commitment Letter, together with the VSE DIP Term Sheet, embodies the entire agreement and understanding among the VSE DIP Lenders, the VSE Borrower and your affiliates with respect to the VSA DIP Facility and supersedes all prior agreements and understandings relating to the specific matters hereof. However, please note that the terms and conditions of the commitment and undertaking of each VSE DIP Lender hereunder are not limited to those set forth herein or in the VSE DIP Term Sheet. Those matters that are not covered or made clear herein or in the VSE DIP Term Sheet are subject to mutual agreement of the parties. No party has been authorized by the VSE DIP Lenders to make any oral or written statements that are inconsistent with this Commitment Letter.

Please confirm that the foregoing is in accordance with your understanding by signing and returning to us an executed duplicate of this letter. Upon your acceptance hereof, this letter will constitute a binding agreement between us.

We look forward to working with you on this transaction.

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

ACCEPTED AND AGREED TO

AS OF NOVEMBER 3, 2008

VERASUN ENERGY CORPORATION, as VSE Borrower

VERASUN GRANITE CITY, LLC, as VSE Guarantor

VERASUN REYNOLDS, LLC, as VSE Guarantor

VERASUN BIODIESEL, LLC, as VSE Guarantor

VERASUN LITCHFIELD, LLC, as VSE Guarantor

[Signature Page to Commitment Letter]

VERASUN AURORA CORPORATION, as VSE Guarantor

VERASUN CHARLES CITY, LLC, as VSE Guarantor

VERASUN MARKETING, LLC, as VSE Guarantor

VERASUN WELCOME, LLC, as VSE Guarantor

VERASUN FORT DODGE, LLC, as VSE Guarantor

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

EXHIBIT A

VSA DIP Facility – Definitive Summary of Terms and Conditions

[See attached]

[Exhibit A to Commitment Letter]

VERASUN ENERGY CORPORATION

PRIMING SUPERPRIORITY DIP FACILITY

Definitive Summary of Indicative Terms and Conditions

November 3, 2008

Reference is made to (a) the 2012 Senior Secured Notes Indenture, dated as of December 21, 2005 (as amended, supplemented or otherwise modified prior to the date hereof, the “ 2012 Senior Secured Notes Indenture ”), relating to the 9-7/8% Senior Secured Notes due 2012 (the “ 2012 Senior Secured Notes ”), among VeraSun Energy Corporation (in such capacity, the “ 2012 Senior Secured Notes Issuer ”), each of the Subsidiary Guarantors named therein and Wells Fargo Bank, N.A. (in such capacity, the “ 2012 Senior Secured Notes Trustee ”), and (b) the Prepetition Credit Agreement, dated as of May 30, 2008 (as amended, supplemented or otherwise modified prior to the date hereof, the “ Prepetition Credit Agreement ”), among VeraSun Energy Corporation (in such capacity, the “ Prepetition Borrower Representative ”), the other Borrowers party thereto (together with the Prepetition Borrower Representative, the “ Prepetition Borrowers ”), the lenders party thereto (the “ Prepetition Credit Agreement Lenders ”), UBS Securities LLC, as lead arranger, documentation agent and syndication agent, UBS Loan Finance LLC, as swingline lender, and UBS AG, Stamford Branch, as issuing bank, administrative agent and co-collateral agent (the “ Prepetition Collateral Agent ”). Unless otherwise defined herein, terms defined in the 2012 Senior Secured Notes Indenture are used herein with such defined meanings.

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