US BioEnergy Corporation 9,375,000 Shares Common Stock ($0.01 par value per Share) Underwriting AgreementUnderwriting Agreement • December 11th, 2006 • US BioEnergy CORP • Industrial organic chemicals • New York
Contract Type FiledDecember 11th, 2006 Company Industry JurisdictionIn 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.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 6th, 2007 • US BioEnergy CORP • Industrial organic chemicals
Contract Type FiledNovember 6th, 2007 Company IndustryThis 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
Contract Type FiledFebruary 7th, 2007 Company Industry JurisdictionTHIS 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: N2451AAircraft Lease Agreement • October 3rd, 2007 • US BioEnergy CORP • Industrial organic chemicals • South Dakota
Contract Type FiledOctober 3rd, 2007 Company Industry JurisdictionTHIS 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
Contract Type FiledOctober 27th, 2006 Company Industry JurisdictionThis 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 AGREEMENTChange in Control Agreement • November 13th, 2007 • US BioEnergy CORP • Industrial organic chemicals • South Dakota
Contract Type FiledNovember 13th, 2007 Company Industry JurisdictionTHIS 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
Contract Type FiledMarch 17th, 2008 Company Industry JurisdictionTHIS 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, 2005Master Loan Agreement • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • Minnesota
Contract Type FiledSeptember 26th, 2006 Company Industry JurisdictionTHIS 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 AGREEMENTEthanol Sales and Marketing Agreement • May 14th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Iowa
Contract Type FiledMay 14th, 2007 Company Industry JurisdictionTHIS 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.
ContractShareholders Agreement • December 5th, 2007 • US BioEnergy CORP • Industrial organic chemicals • New York
Contract Type FiledDecember 5th, 2007 Company Industry JurisdictionSHAREHOLDERS 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: N44KAAircraft Lease Agreement • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • South Dakota
Contract Type FiledSeptember 26th, 2006 Company Industry JurisdictionTHIS 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 GUARANTYContinuing Guaranty • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • Minnesota
Contract Type FiledSeptember 26th, 2006 Company Industry JurisdictionTHIS 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 AGREEMENTConstruction Loan Agreement • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • Nebraska
Contract Type FiledSeptember 26th, 2006 Company Industry JurisdictionThis 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
Contract Type FiledNovember 6th, 2007 Company IndustryTHIS 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 AGREEMENTMaster Loan Agreement • November 13th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Minnesota
Contract Type FiledNovember 13th, 2007 Company Industry JurisdictionThis 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 LEASELease • May 14th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Minnesota
Contract Type FiledMay 14th, 2007 Company Industry JurisdictionThis 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 CORPORATIONAgreement and Plan of Merger • December 5th, 2007 • US BioEnergy CORP • Industrial organic chemicals • New York
Contract Type FiledDecember 5th, 2007 Company Industry JurisdictionAGREEMENT 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. OmmenAgreement • December 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals
Contract Type FiledDecember 26th, 2006 Company IndustryTHIS 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 AGREEMENTCredit Agreement • November 13th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Minnesota
Contract Type FiledNovember 13th, 2007 Company Industry JurisdictionThis 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.
ContractShareholders Agreement • December 5th, 2007 • US BioEnergy CORP • Industrial organic chemicals • New York
Contract Type FiledDecember 5th, 2007 Company Industry JurisdictionSHAREHOLDERS 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 AGREEMENTBioenergy Corporation Stock Option Agreement • October 27th, 2006 • US BioEnergy CORP • Industrial organic chemicals
Contract Type FiledOctober 27th, 2006 Company IndustryTHIS AGREEMENT dated November 17, 2005 is between US BioEnergy Corporation (the “Company”) and Capitaline Advisors, LLC. (the “Optionee”).
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • December 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • South Dakota
Contract Type FiledDecember 26th, 2006 Company Industry JurisdictionThis 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”).
AMENDED AND RESTATED SERVICES AGREEMENTAnd Restated Services Agreement • June 29th, 2007 • US BioEnergy CORP • Industrial organic chemicals • South Dakota
Contract Type FiledJune 29th, 2007 Company Industry JurisdictionTHIS 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 CONTRACTRedevelopment Contract • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals • Nebraska
Contract Type FiledSeptember 26th, 2006 Company Industry JurisdictionThis 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 AgreementUS BioEnergy CORP • December 26th, 2006 • Industrial organic chemicals
Company FiledDecember 26th, 2006 Industry
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, 2005Transaction Agreement • September 26th, 2006 • US BioEnergy CORP • Industrial organic chemicals
Contract Type FiledSeptember 26th, 2006 Company IndustryTHIS 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 AGREEMENTRailroad Car Lease Agreement • June 29th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Minnesota
Contract Type FiledJune 29th, 2007 Company Industry JurisdictionThis 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
Contract Type FiledOctober 3rd, 2007 Company IndustryTHIS 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, LLCUS BioEnergy CORP • November 6th, 2007 • Industrial organic chemicals
Company FiledNovember 6th, 2007 IndustryWe 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 AGREEMENTCorporation 2006 Stock Incentive Plan Restricted Stock Award Agreement • December 11th, 2006 • US BioEnergy CORP • Industrial organic chemicals • South Dakota
Contract Type FiledDecember 11th, 2006 Company Industry JurisdictionTHIS 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 AGREEMENTCredit Agreement • November 13th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Minnesota
Contract Type FiledNovember 13th, 2007 Company Industry JurisdictionThis 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’ AGREEMENTShareholders’ Agreement • May 21st, 2007 • US BioEnergy CORP • Industrial organic chemicals • South Dakota
Contract Type FiledMay 21st, 2007 Company Industry JurisdictionThis 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 AGREEMENTSublease Agreement • May 14th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Kansas
Contract Type FiledMay 14th, 2007 Company Industry JurisdictionThis 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 GUARANTYGuaranty • November 6th, 2007 • US BioEnergy CORP • Industrial organic chemicals • Illinois
Contract Type FiledNovember 6th, 2007 Company Industry JurisdictionThis 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
Contract Type FiledNovember 13th, 2007 Company Industry JurisdictionThis 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”).