Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
Provista Second Amended and Restated Guaranty
We entered into a Second Amended and Restated Guaranty effective as of November 2, 2007. The
terms of the guaranty provide that we will guaranty up to the lesser of 50% or $10 million of
Provista Renewable Fuels Marketing, LLCs debt outstanding pursuant to the Amended and Restated
Loan and Security Agreement dated as of August 31, 2006, between Provista Renewable Fuels
Marketing, LLC and LaSalle Bank National Association, as subsequently amended. Prior to execution
of the guaranty by us, CHS, Inc. had guaranteed up to $20 million of Provistas indebtedness under
the loan agreement. Following the execution of the guaranty, CHS, Inc.s guaranty was reduced to
$10 million by the execution of a Guaranty substantially similar to that executed by us.
See
Exhibit 99.1 for information regarding certain relationships
between US BioEnergy, CHS, Inc. and Provista.
The descriptions of the provisions of the guaranty and loan agreement set forth above in Item
1.01 of this Current Report on Form 8-K are qualified in their entirety by reference to the full
and complete terms of such agreements, copies of which are attached to this report as exhibits
hereto.
First Amendment to the Amended and Restated Services Agreement with Capitaline Advisors
On November 1, 2007, we amended our Amended and Restated Services Agreement dated May 1, 2007,
with Capitaline Advisors, LLC. Pursuant to the terms of the agreement, we will now pay Capitaline
$3,250 per month for administrative services and $4,250 a month for office services, and Capitaline
will pay us $2,750 per month for certain defined information technology-related services.
Capitaline Advisors, LLC is 100% owned and controlled by Gordon W. Ommen, US BioEnergys chief
executive office, president and chairman of the board. Mr. Ommen beneficially owns approximately
8.06% of US BioEnergys outstanding common stock either individually or through his ownership and
control of BirdDog Capital, LLC, Mr. Ommens private investment company, and Capitaline Advisors,
LLC, which is the manager of Capitaline General Partner, LLC, the general partner of a number of
Capitaline investment funds. Steve Myers, one of US BioEnergys former directors, is the president
of Capitaline Advisors. See Exhibit 99.2 for additional information regarding certain
relationships between US BioEnergy Corporation and Capitaline Advisors, LLC and its affiliates.
Item 1.02 Termination of a Material Definitive Agreement
Aircraft Leases
On October 31, 2007, US BioEnergy and Capitaline Advisors, LLC entered into a Termination
Agreement with respect to that that certain Aircraft Lease Agreement, dated January 1, 2007,
relating to the Beechcraft King Air B200. Pursuant to the Termination Agreement, which was
effective as of October 31, 2007, all further obligations of US BioEnergy terminated as of the
dated of the Termination Agreement, with the exception of certain obligations related to payment of
any unpaid rent and certain other obligations.
On October 31, 2007, US BioEnergy and Capitaline Flight Services, LLC, an affiliate of
Capitaline Advisors, LLC entered into a Termination Agreement with respect to that that certain
Aircraft Lease Agreement, dated September 20, 2007, relating to the Cessna 206. Pursuant to the
Termination Agreement, which was effective as of October 31, 2007, all further obligations of US
BioEnergy terminated as of the dated of the Termination Agreement, with the exception of certain
obligations related to payment of any unpaid rent and certain other obligations.