US BioEnergy CORP Sample Contracts

US BioEnergy Corporation 9,375,000 Shares Common Stock ($0.01 par value per Share) Underwriting Agreement
Underwriting Agreement • December 11th, 2006 • US BioEnergy CORP • Industrial organic chemicals • New York

In addition, I have participated in conferences with officers and other representatives of the Company, Davenport, Evans, Hurwitz & Smith, L.L.P., special South Dakota counsel for the Company, representatives of the independent accountants of the Company and you and Sidley Austin LLP, your counsel, at which the contents of the Registration Statement and the Prospectus, the General Disclosure Package (as defined below) and related matters were discussed. I do not pass upon, or assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus or the General Disclosure Package and have made no independent check or verification thereof.

AutoNDA by SimpleDocs
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 6th, 2007 • US BioEnergy CORP • Industrial organic chemicals

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of August 31, 2006 (the “Agreement”), is executed by and between PROVISTA RENEWABLE FUELS MARKETING, LLC, a Kansas limited liability company f/k/a United Bio Energy Fuels, LLC (the “Borrower”), which has its chief executive office located at 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), whose address is 135 South LaSalle Street, Chicago, Illinois 60603.

BIG RIVER RESOURCES GRINNELL, LLC An Iowa Limited Liability Company OPERATING AGREEMENT (Contains Restrictions On Transfer Of Interests)
Operating Agreement • February 7th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Iowa

THIS OPERATING AGREEMENT is hereby adopted and entered into effective as of February 1, 2007, by and between Big River Resources, LLC, an Iowa limited liability company (“Big River”) and US BioEnergy Corporation, a South Dakota corporation (US BioEnergy), each a “Member” and collectively, the “Members,” pursuant to the provisions of the Act (as defined below), on the terms and conditions set forth herein.

AIRCRAFT LEASE AGREEMENT Effective September 20, 2007 Between CapitalineFlight Services, LLC (“Lessor”) And US BioEnergy Corporation (“Lessee”) Regarding Manufacturer’s Serial No: T20608758 FAA Registration Mark: N2451A
Aircraft Lease Agreement • October 3rd, 2007 • US BioEnergy CORP • Industrial organic chemicals • South Dakota

THIS AIRCRAFT LEASE AGREEMENT (the “Agreement”) is entered into this 2nd day of October, 2007, between, Capitaline Flight Services, LLC a South Dakota limited liability company, with its principal office in Brookings, South Dakota (“Lessor”); and US BioEnergy Corporation, a South Dakota corporation, with its principal office in Inver Grove Heights, Minnesota (“Lessee”).

US BioEnergy Subsidiary Date of Agreement Production Capacity Contract Price US Bio Dyersville, LLC September 22, 2006 100 mmgy $ 118,948,365.00 US Bio Hankinson, LLC September 22, 2006 100 mmgy $ 105,997,000.00 US Bio Janesville, LLC September 22,...
Master Agreement • October 27th, 2006 • US BioEnergy CORP • Industrial organic chemicals • Minnesota

This LUMP SUM DESIGN-BUILD CONTRACT (the “Agreement”) is made as of [Date], (the “Effective Date”) by and between [Name of Project Company], a [State] [type of entity], a (the “Owner”) and Fagen, Inc., a Minnesota corporation (the “Design-Builder”) (each a “Party” and collectively, the “Parties”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 13th, 2007 • US BioEnergy CORP • Industrial organic chemicals • South Dakota

THIS AGREEMENT, dated September 28, 2007, is made by and between US BioEnergy Corporation (the “Company”), and Gordon W. Ommen (the “Executive”).

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“*****”), AND THE OMITTED TEXT HAS BEEN FILED SEPARATELY...
Agreement Regarding Ethanol Sales and Marketing • March 17th, 2008 • US BioEnergy CORP • Industrial organic chemicals • Minnesota

THIS AGREEMENT REGARDING ETHANOL SALES AND MARKETING (this “Agreement”) is made effective as of March 31, 2006 (the “Effective Date”) by and between United Bio Energy Fuels, LLC, with offices at 5500 Cenex Drive, Inver Grove Heights, MN 55077 (“UBE”), and US BioEnergy Corporation, with offices at 111 Main Avenue, Suite 200, Brookings, SD 57006 (“Customer”). Any reference herein to a “Party” shall refer to UBE or Customer individually, and any reference herein to “Parties” shall refer to both UBE and Customer.

MASTER LOAN AGREEMENT by and among SUPERIOR CORN PRODUCTS, LLC and AGSTAR FINANCIAL SERVICES, PCA dated as of November 15, 2005
Master Loan Agreement • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • Minnesota

THIS MASTER LOAN AGREEMENT (this “Agreement”), dated as of November 15, 2005, between AGSTAR FINANCIAL SERVICES, PCA, an United States corporation (“Lender”) and SUPERIOR CORN PRODUCTS, LLC, a Michigan limited liability company (the “Borrower”).

ETHANOL SALES AND MARKETING AGREEMENT
Ethanol Sales and Marketing Agreement • May 14th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Iowa

THIS ETHANOL SALES AND MARKETING AGREEMENT (this “Agreement”) is made effective as of February 1, 2007 (the “Effective Date”) by and between Provista Renewable Fuels Marketing, LLC, with offices at 5500 Cenex Drive, Inver Grove Heights, MN 55077 (“Provista”), and Big River Resources Grinnell, LLC, with offices at 15210 103rd Street West Burlington, IA 52655 (“Customer”). Any reference herein to a “Party” shall refer to Provista or Customer individually, and any reference herein to “Parties” shall refer to both Provista and Customer.

Contract
Shareholders Agreement • December 5th, 2007 • US BioEnergy CORP • Industrial organic chemicals • New York

SHAREHOLDERS AGREEMENT dated as of November 29, 2007 (this “Agreement”), among US BioEnergy Corporation, a South Dakota corporation (“US BioEnergy”), and Donald L. Endres (the “Shareholder”).

AIRCRAFT LEASE AGREEMENT Effective March 1, 2006 Between Capitaline Advisors, LLC (“Lessor”) And US BioEnergy Corporation (“Lessee”) Regarding Beechcraft King Air B200 Manufacturer’s Serial No: BB-1711 FAA Registration Mark: N44KA
Aircraft Lease Agreement • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • South Dakota

THIS AIRCRAFT LEASE AGREEMENT (the “Agreement”) is made and entered into effective as of the 1st day of March, 2006, between, Capitaline Advisors, LLC a South Dakota limited liability company, with its principal office in Brookings, South Dakota (“Lessor”); and US BioEnergy Corporation, a South Dakota corporation, with its principal office in Brookings, South Dakota, (“Lessee”).

CONTINUING GUARANTY
Continuing Guaranty • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • Minnesota

THIS CONTINUING GUARANTY (this “Guaranty”) is made as of November 15, 2005, by US BIOENERGY CORPORATION, a South Dakota corporation (“Guarantor”), for the benefit of AGSTAR FINANCIAL SERVICES, PCA.

CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • Nebraska

This Construction Loan Agreement (the “AGREEMENT”) is dated as of the 10th day of December, 2003, and is by and between PLATTE VALLEY FUEL ETHANOL, LLC, a Nebraska limited liability company (“BORROWER”) and FIRST NATIONAL BANK OF OMAHA (“BANK”), a national banking association established at Omaha, Nebraska.

TERMINATION AGREEMENT (AIRCRAFT LEASE AGREEMENT)
Termination Agreement • November 6th, 2007 • US BioEnergy CORP • Industrial organic chemicals

THIS TERMINATION AGREEMENT (the “Termination Agreement”) is made and entered into effective as of the 31st day of October, 2007, between Capitaline Flight Services, LLC a South Dakota limited liability company, with its principal office in Brookings, South Dakota (“Lessor”); and US BioEnergy Corporation, a South Dakota corporation, with its principal office in Inver Grove Heights, Minnesota, (“Lessee”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER LOAN AGREEMENT
Master Loan Agreement • November 13th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Minnesota

This Amendment No. 1 to Amended and Restated Master Loan Agreement (this “Amendment”) is effective as of October 19, 2007, by and between US BIO ALBERT CITY, LLC, an Iowa limited liability company (“Borrower”), and AGSTAR FINANCIAL SERVICES, PCA (“Lender”).

AMENDED AND RESTATED LEASE
Lease • May 14th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Minnesota

This Amended and Restated Lease is effective as of November 1, 2006, by and between CHS Inc., a Minnesota cooperative corporation (“Landlord”) and US Bio Energy Corporation (“Tenant”).

AGREEMENT AND PLAN OF MERGER Dated as of November 29, 2007 By and Among VERASUN ENERGY CORPORATION, HOST ACQUISITION CORPORATION, And US BIOENERGY CORPORATION
Agreement and Plan of Merger • December 5th, 2007 • US BioEnergy CORP • Industrial organic chemicals • New York

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 29, 2007, among VERASUN ENERGY CORPORATION, a South Dakota corporation (“VeraSun”), HOST ACQUISITION CORPORATION, a South Dakota corporation and a direct, wholly owned subsidiary of VeraSun (“Sub”), and US BIOENERGY CORPORATION, a South Dakota corporation (“US BioEnergy”).

US BIOENERGY CORPORATION STOCK OPTION AWARD TO Gordon W. Ommen
Agreement • December 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals

THIS AGREEMENT is between US BioEnergy Corporation, (the “Company”) and the individual named above (the “Optionee”). Pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”), the Company and the Optionee hereby agree as follows:

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • November 13th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Minnesota

This Amendment No. 1 to Credit Agreement (this “Amendment”) is effective as of October 19, 2007, by and between US BIO JANESVILLE, LLC, a Minnesota limited liability company (“Borrower”) and AGSTAR FINANCIAL SERVICES, PCA as Administrative Agent (the “Agent”) for itself and the other Banks.

Contract
Shareholders Agreement • December 5th, 2007 • US BioEnergy CORP • Industrial organic chemicals • New York

SHAREHOLDERS AGREEMENT dated as of November 29, 2007 (this “Agreement”), among VeraSun Energy Corporation, a South Dakota corporation (“VeraSun”), and the individuals and other parties listed on Schedule A attached hereto (each, a “Shareholder” and, collectively, the “Shareholders”).

US BIOENERGY CORPORATION STOCK OPTION AGREEMENT
Bioenergy Corporation Stock Option Agreement • October 27th, 2006 • US BioEnergy CORP • Industrial organic chemicals

THIS AGREEMENT dated November 17, 2005 is between US BioEnergy Corporation (the “Company”) and Capitaline Advisors, LLC. (the “Optionee”).

SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • December 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • South Dakota

This SHAREHOLDERS’ AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 20, 2006, by and between US BioEnergy Corporation, a South Dakota corporation (the “Company”), and each of the shareholders of the Company listed on the signature page hereto (together with any shareholder of the Company who subsequently becomes a party to this Agreement in accordance with the terms hereof, the “Shareholders” and each a “Shareholder”).

AutoNDA by SimpleDocs
AMENDED AND RESTATED SERVICES AGREEMENT
And Restated Services Agreement • June 29th, 2007 • US BioEnergy CORP • Industrial organic chemicals • South Dakota

THIS AMENDED AND RESTATED SERVICES AGREEMENT (the “Agreement”) is made and entered into this 1st day of May, 2007 by and between US BioEnergy Corporation, a corporation organized under the laws of the State of South Dakota with an office at 5500 Cenex Drive, Inver Grove Heights, MN 55077 (the “Company”), and Capitaline Advisors, LLC, a limited liability company organized under the laws of the State of South Dakota with an office at 111 Main Avenue, Brookings, South Dakota 57006 (“Capitaline”).

REDEVELOPMENT CONTRACT
Redevelopment Contract • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • Nebraska

This Redevelopment Contract is made and entered into as of the 31ST day of October, 2003, by and between the Community Redevelopment Authority of the City of Central City, Nebraska (“Authority”), and Platte Valley Fuel Ethanol, L.L.C., a Nebraska limited liability company (“Redeveloper”).

EXHIBIT C Lock-Up Agreement
US BioEnergy CORP • December 26th, 2006 • Industrial organic chemicals
TRANSACTION AGREEMENT between SUPERIOR CORN PRODUCTS, LLC a Michigan limited liability company and US BIOENERGY CORPORATION a South Dakota corporation Dated as of March 31, 2005
Transaction Agreement • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals

THIS TRANSACTION AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2005, by and between SUPERIOR CORN PRODUCTS, LLC, a Michigan limited liability company (“Superior Corn”), and US BIOENERGY CORPORATION, a South Dakota corporation (“US BioEnergy”)

RAILROAD CAR LEASE AGREEMENT
Railroad Car Lease Agreement • June 29th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Minnesota

This Agreement, made this 16th day of April, 2007, between Midwest Ethanol Transport, LLC, a Minnesota corporation, with its principal office at PO Box 162, Granite Falls, Minnesota, (hereinafter called “Lessor”) and US Bio Ord, LLC, a Nebraska limited liability company, with its principal office at 5500 Cenex Drive, Inver Grove Heights, Minnesota (hereinafter called “Lessee”).

TERMINATION AGREEMENT (AIRCRAFT LEASE AGREEMENT)
Termination Agreement • October 3rd, 2007 • US BioEnergy CORP • Industrial organic chemicals

THIS TERMINATION AGREEMENT (the “Termination Agreement”) is made and entered into effective as of the 2nd day of October, 2007, between, Capitaline Advisors, LLC a South Dakota limited liability company, with its principal office in Brookings, South Dakota (“Lessor”); and US BioEnergy Corporation, a South Dakota corporation, with its principal office in Inver Grove Heights, Minnesota, (“Lessee”).

Certain Relationships between US BioEnergy Corporation, CHS, Inc. and Provista Renewable Fuels Marketing, LLC
US BioEnergy CORP • November 6th, 2007 • Industrial organic chemicals

We market our ethanol as well as ethanol produced by third-parties through Provista Renewable Fuels Marketing, LLC, a joint venture between us and CHS, Inc. On March 31, 2006, CHS acquired 50% ownership in our existing wholly-owned ethanol marketing business, Provista. Pursuant to this agreement, US BioEnergy and CHS each own 50% of the membership interest in Provista, entitling each to 50% of the financial rights and 50% of the voting rights with respect to Provista as its members. Provista is managed by CHS pursuant to a management agreement.

US BIOENERGY CORPORATION 2006 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Corporation 2006 Stock Incentive Plan Restricted Stock Award Agreement • December 11th, 2006 • US BioEnergy CORP • Industrial organic chemicals • South Dakota

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of _________, 20__ (the “Date of Grant”), is made by and between US BioEnergy Corporation, a South Dakota corporation (the “Company”), and [_________] (the “Recipient”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • November 13th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Minnesota

This Amendment No. 1 to Credit Agreement (this “Amendment”) is effective as of October 19, 2007, by and between US BIO HANKINSON, LLC, a North Dakota limited liability company (“Borrower”) and AGSTAR FINANCIAL SERVICES, PCA as Administrative Agent (the “Agent”) for itself and the other Banks.

SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • May 21st, 2007 • US BioEnergy CORP • Industrial organic chemicals • South Dakota

This SHAREHOLDERS’ AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 13, 2006, by and between US BioEnergy Corporation, a South Dakota corporation (the “Company”), and each of the shareholders of the Company listed on the signature page hereto (together with any shareholder of the Company who subsequently becomes a party to this Agreement in accordance with the terms hereof, the “Shareholders” and each a “Shareholder”).

AMENDED AND RESTATED SUBLEASE AGREEMENT
Sublease Agreement • May 14th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Kansas

This Amended and Restated Sublease Agreement is entered into this 25th day of January, 2007 by and among UBE Services, LLC, formerly known as United Bio Energy, LLC (hereinafter referred to as “Sublessor”), and Fagen Engineering, LLC (hereinafter referred to as “Sublessee”).

SECOND AMENDED AND RESTATED GUARANTY
Guaranty • November 6th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Illinois

This Second Amended and Restated Guaranty (“Amended Guaranty”), dated as of November 2, 2007, is made by US BioEnergy Corporation, a South Dakota corporation (the “Guarantor”), to and for the benefit of LaSalle Bank National Association, a national banking association (the “Bank”).

AMENDMENT NO. 1 TO SECOND SUPPLEMENT TO THE MASTER LOAN AGREEMENT (REVOLVING LOAN)
Master Loan Agreement • November 13th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Minnesota

This Amendment No. 1 to Second Supplement to the Master Loan Agreement (Revolving Loan) (this “Amendment”) is effective as of October 19, 2007, by and between US BIO ALBERT CITY, LLC, an Iowa limited liability company (“Borrower”) and AGSTAR FINANCIAL SERVICES, PCA (“Lender”).

Time is Money Join Law Insider Premium to draft better contracts faster.