8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2008

VeraSun Energy Corporation

(Exact name of registrant as specified in its charter)

South Dakota	001-32913	20-3430241
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

110 N. Minnesota Ave.

Sioux Falls, South Dakota 57104

(Address of principal executive offices) (Zip Code)

(605) 978-7000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure under Item 2.03 of this report is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 31, 2008, VeraSun Energy Corporation, a South Dakota corporation (the “Company”), and 24 of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (collectively, the “Bankruptcy Filing”) under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the “Cases”) are being jointly administered by the Bankruptcy Court as Case No. 08-12606 (BLS).

In addition to the Company, the Debtors comprise ASA Albion, LLC, ASA Bloomingburg, LLC, ASA Linden, LLC, and ASA OpCo Holdings, LLC, each a Delaware limited liability company; US Bio Marion, LLC, a South Dakota limited liability company; VeraSun Janesville, LLC, a Minnesota limited liability company; US BioEnergy Corporation, a South Dakota corporation; VeraSun Albert City, LLC, an Iowa limited liability company, VeraSun Central City, LLC and VeraSun Ord, LLC, each a Nebraska limited liability company, VeraSun Dyersville, LLC, a Delaware limited liability company, VeraSun Hankinson, LLC, a North Dakota limited liability company, and VeraSun Woodbury, LLC, a Michigan limited liability company (the “AgStar Debtors”); and VeraSun Aurora Corporation, a South Dakota corporation, and VeraSun Charles City, LLC, VeraSun Fort Dodge, LLC, VeraSun Hartley, LLC, VeraSun Marketing, LLC, VeraSun Welcome, LLC, VeraSun Granite City, LLC, VeraSun Reynolds, LLC, VeraSun Biodiesel, LLC, VeraSun Litchfield, LLC and VeraSun Tilton, LLC, each a Delaware limited liability company (the “Other VSE Debtors”).

On November 3, 2008, the Company and each of the Other VSE Debtors (collectively, the “VSE Obligors”) executed a commitment letter (the “Bondholder Commitment Letter”) pursuant to which certain holders (“VSE Lenders”) of the Company’s 9 ⁷/ 8% Senior Secured Notes due 2012 (the “Senior Secured Notes”) have agreed to provide debtor-in-possession financing to the VSE Obligors, as borrowers, to be guaranteed by each of the other VSE Obligors. On November 3, 2008, the Bankruptcy Court entered an interim order (the “Interim Order”) approving the debtor-in-possession financing pursuant to a term sheet (the “VSE Term Sheet”) under the Bondholder Commitment Letter. The VSE Term Sheet provides for debtor-in-possession financing composed of triple-draw term loans (the “VSE Loans”) in an aggregate principal amount of not less than $160,650,000 and up to $190,000,000, subject to the fulfillment by the VSE Obligors of specified conditions precedent. Pursuant to the terms of the VSE Term Sheet, the VSE Lenders made available an initial $15,000,000 of the VSE Loans to the Company on an interim basis on November 3, 2008 (the “Interim Facility”). Trilogy Portfolio Company, LLC, Trilogy Special Situations Master Fund, Ltd., Mariner LDC, AIG Global Investment Corp, AIG SunAmerica Asset Management Corp., Wayzata Opportunities Fund II, L.P. and Wayzata Opportunities Fund Offshore II, L.P. comprise the VSE Lenders.

The VSE Loans require regular cash interest payments at a rate of 16.5% per annum. Fees payable by the Company to the VSE Lenders will be incurred upon each VSE Loan funding date in the amount of 2.00% multiplied by the principal amount of the VSE Loans made on such funding date. In addition, upon repayment at maturity the Company is obligated to pay a fee equal to 2.00% the principal amount of the VSE Loans, which fee increases to 5.00% if the VSE Loans are repaid by the Company prior to the maturity date, in each case as set forth in the Term Sheet.

The VSE Loans mature on the earliest to occur of (i) November 3, 2009, (ii) 32 days after the entry by the Bankruptcy Court of the Interim Order approving the VSE Loans if the final order approving the VSE Loans has not been entered before the expiration of these 32 days, (iii) the confirmation by the Bankruptcy Court of a plan of reorganization of the VSE Obligors in the Cases and (iv) the acceleration of the VSE Loans or the termination of the VSE Lenders’ commitments in accordance with the final loan documentation.

The commitment of the VSE Lenders to provide VSE Loans is subject to a number of conditions, including completion of final loan documentation satisfactory in form and substance to the VSE Lenders and the administrative agent for the VSE Lenders, and final approval by the Bankruptcy Court. Failure of the Company to execute and deliver satisfactory final loan documentation on or prior to November 17, 2008 will constitute an event of default and will result in the VSE Loans becoming immediately due and payable. Subject to the conditions set forth therein, the VSE Term Sheet provides for $10,000,000 of the VSE Loans (in addition to the $15,000,000 available under the Interim Facility) to be made available by the VSE Lenders upon the execution and delivery of such final loan documentation, and the remaining VSE Loans to be made available by the VSE Lenders upon receipt of final approval by the Bankruptcy Court. There can be no assurance that the Company will be able to obtain financing (other than under the Interim Facility) or retain the financing under the Interim Facility on the terms proposed in the Bondholder Commitment Letter (including the VSE Term Sheet) or at all.

The VSE Loans may be used for working capital and general corporate purposes of the VSE Obligors and for bankruptcy-related costs and expenses (subject to certain limitations) of the VSE Obligors, in each case subject to a budget acceptable to the VSE Lenders. In addition, from and after final approval by the Bankruptcy Court, not less than $84,150,000 of the VSE Loans will be used to discharge $84,150,000 aggregate principal amount of Senior Secured Notes held by the VSE Lenders.

Subject to a $1 million professional fee carve-out, the VSE Loans will be secured by a first priority, priming security interest on the property, plant and equipment of the VSE Obligors and a junior security interest on the accounts receivable and inventory of the VSE Obligors (junior to the security interests of the lenders under the Company’s $125 million revolving credit facility with UBS Securities LLC, UBS AG, Stamford Branch, and UBS Loan Finance LLC).

The VSE Loans will be subject to provisions regarding mandatory prepayments upon certain events, affirmative and negative covenants, financial covenants and budgeting requirements to be determined, events of default, and other customary terms and conditions.

The foregoing description of the Bondholder Commitment Letter, including the VSE Term Sheet, does not purport to be complete and is qualified in its entirety by reference to the Bondholder Commitment Letter, a copy of which is attached as Exhibit 10.7 to this report.

On November 3, 2008, each of the AgStar Debtors, together with the Company, executed a term sheet (each an “AgStar Term Sheet”) with AgStar Financial Services, PCA (“AgStar”), which is one of the lenders under the AgStar Debtors’ respective separate prepetition credit facilities entered into in each case with a group of lenders, including AgStar, for each of which facilities AgStar is the administrative agent.

On November 3, 2008, the Bankruptcy Court entered several interim orders (the “AgStar Interim Orders”) approving the respective AgStar Term Sheets. Each of the AgStar Term Sheets has substantially the same terms as the other AgStar Term Sheets and provides for a revolving debtor-in-possession credit facility (each, an “AgStar Facility”) consisting of an interim facility and an aggregate postpetition facility in the principal amounts shown in Chart 1 below, subject to the fulfillment by the applicable AgStar Debtor of specified conditions precedent. Pursuant to the terms of the AgStar Term Sheets and the AgStar Interim Orders, each of the AgStar Debtors borrowed the amount of its respective interim facility as shown in Chart 1 below on November 3, 2008:

Chart 1:

Aggregate amount of the interim facility and a postpetition facility for each AgStar Debtor

	Aggregate amount of the applicable interim facility		Aggregate amount of the applicable postpetition facility
VeraSun Albert City, LLC	$	3,000,000	$	5,000,000
VeraSun Central City, LLC	$	3,000,000	$	5,000,000
VeraSun Ord, LLC	$	1,500,000	$	2,500,000
VeraSun Dyersville, LLC	$	3,000,000	$	5,000,000
VeraSun Hankinson, LLC	$	3,000,000	$	5,000,000
VeraSun Woodbury, LLC	$	1,500,000	$	2,500,000

The interest rate on borrowings under each AgStar Facility, as specified in each of the AgStar Term Sheets, is the LIBOR Rate plus 7.0% per annum, which may be increased to the lesser of the maximum nonusurious interest rate and a default rate of 2.0% in addition to the LIBOR Rate plus 7.0% per annum.

The AgStar Debtors paid fees to the lenders under the AgStar Facilities on November 3, 2008 in the amount of 1.5% of the aggregate committed amount of the postpetition facilities.

Under the terms of the applicable AgStar Term Sheet, the maturity date of the (i) interim facility occurs on the earlier of the entry of the final order of the Bankruptcy Court approving the final loan documentation (the “AgStar Final Order”) or December 10, 2008 and (ii) postpetition facility occurs on November 3, 2009 or on such earlier date as provided in the AgStar Interim Order, the AgStar Final Order or the final loan documents.

Financing under each AgStar Term Sheet is subject to a number of conditions, including final loan documentation and receipt of the AgStar Final Order, each in a form acceptable to AgStar. Failure of the AgStar Debtors to receive the AgStar Final Order by December 10, 2008 will constitute an event of default and will result in the AgStar Loans becoming immediately due and payable. There can be no assurance that the AgStar Debtors will be able to obtain postpetition facility financing, or retain the interim facility financing, on the terms provided in the AgStar Term Sheets or at all.

Each AgStar Facility is guaranteed by U.S. BioEnergy Corporation. Advances under each AgStar Facility are subject to a borrowing base based on eligible accounts receivable and eligible inventory of the applicable AgStar Debtor. Each AgStar Facility may be used for working capital needs of the applicable AgStar Debtor, in each case subject to a budget.

Each AgStar Facility will be secured by a lien on all of the assets of the applicable AgStar Debtor. The AgStar Facilities will be subject to provisions regarding affirmative and negative covenants, events of default, and other customary terms and conditions.

The foregoing description of the AgStar Term Sheets does not purport to be complete and is qualified in its entirety by reference the AgStar Term Sheets, copies of which are attached as Exhibits 10.1 through 10.6 to this report.

Additional information regarding the Bankruptcy Filing, including access to court documents and other general information about the Debtors’ chapter 11 cases, is available through the Company’s web site at http://www.verasun.com by following the link to “REORGANIZATION INFORMATION” or at http://www.kccllc.net/verasun. Information contained on, or that can be accessed through, such web sites is not part of this report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 6, 2008, Jay D. Debertin resigned from the Board of Directors of the Company, effective as of such date.

Item 8.01 Other Events.

On November 6, 2008, the Bankruptcy Court entered an interim order (the “Interim Order”) granting the motion of the Debtors to (a) require beneficial owners of substantial amounts of the Company’s common stock to provide notice of their holdings and restrict, in specified circumstances and subject to specified terms and conditions, acquisitions or

dispositions of the Company’s common stock by Substantial Shareholders (as defined below) (the “Common Stock Notice and Transfer Requirements”) and (b) require, in specified circumstances and subject to specified terms and conditions, substantial holders of claims against the Debtors to sell down an amount of claims necessary to permit the Debtors to preserve the availability of the benefit of their accrued net operating losses and other tax attributes under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and implement the Debtors’ plan of reorganization (the “Claims Sell-Down Requirements”). The Bankruptcy Court also scheduled a hearing to consider approval of the final order to be held on December 2, 2008.

Under the Common Stock Notice and Transfer Requirements, all “Substantial Shareholders” must provide the Debtors, the Debtors’ counsel and the Bankruptcy Court advance notice of their intent to buy or sell common stock (including options to acquire common stock, as further specified in the Interim Order) prior to effectuating any such purchase or sale. A “Substantial Shareholder” under the Interim Order is a person or entity that beneficially owns or, as a result of a transaction, would beneficially own, at least 7,464,414 shares (including options to acquire shares, as further specified in the Interim Order) of the Company’s common stock, representing approximately 4.75% of all issued and outstanding shares of the Company’s common stock. The Common Stock Notice and Transfer Requirements were requested by the Debtors to identify and, where necessary, restrict potential trades of the Company’s common stock that could negatively impact the Debtors’ ability to preserve maximum availability of their accrued net operating losses and other tax attributes under Section 382 of the Code. Pursuant to the Interim Order, the Debtors have 30 calendar days after notification of a transfer by a Substantial Shareholder to file any objections with the Bankruptcy Court and serve notice on such Substantial Shareholder. If the Debtors file any objections, the transfer would not become effective unless approved by a final and non-appealable order of the Bankruptcy Court. In addition, a person or entity that is or becomes a Substantial Shareholder must file with the Bankruptcy Court, and provide the Debtors and their counsel with, notification of such status on or before the later of (a) 20 days after the effective date of the notice of entry of the Interim Order or (b) ten days after becoming a Substantial Shareholder.

Under the Claims Sell-Down Requirements, any holder of claims against the Debtors that would entitle such holder to more than 4.75% of the common stock and any other securities of the reorganized Debtors under a confirmed plan of reorganization utilizing the tax benefits under Section 382 of the Code may be required to sell those claims to the extent necessary to the implementation of that plan of reorganization.

The foregoing description of the Interim Order does not purport to be complete and is qualified in its entirety by reference to the Interim Order, a copy of which is attached as Exhibit 99.1 to this report and incorporated herein by reference.

Additional information regarding the Bankruptcy Filing, including access to court documents and other general information about the Debtors’ chapter 11 cases, is available through the Company’s web site at http://www.verasun.com by following the link to “REORGANIZATION INFORMATION” or at http://www.kccllc.net/verasun. Information contained on, or that can be accessed through, such web sites is not part of this report.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Hankinson, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.2	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Ord, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.3	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Woodbury, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.4	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Central City, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.5	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Albert City, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.6	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Dyersville, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.7	DIP Facility Commitment Letter, dated November 3, 2008, by and among VeraSun Energy Corporation, as borrower, VeraSun Granite City, LLC, VeraSun Reynolds, LLC, VeraSun Biodiesel, LLC, VeraSun Litchfield, LLC, VeraSun Tilton, LLC, VeraSun Aurora Corporation, VeraSun Charles City, LLC, VeraSun Marketing, LLC, VeraSun Welcome, LLC, VeraSun Fort Dodge, LLC and VeraSun Hartley, LLC, as guarantors, and Trilogy Portfolio Company, LLC, Trilogy Special Situations Master Fund, Ltd., Mariner LDC, AIG Global Investment Corp., AIG SunAmerica Asset Management Corp., Wayzata Opportunities Fund II, L.P., Wayzata Opportunities Offshore Fund II, L.P., as lenders
99.1	Interim Order entered by the United States Bankruptcy Court for the District of Delaware on November 6, 2008

* * * * *

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In particular, statements by the Company regarding future events and developments and the future performance of the Company and its subsidiaries (“VeraSun”), including statements regarding proceedings relating to the Debtors’ petitions for relief under chapter 11 of Title 11 of the United States Code and VeraSun’s operations and funding during the chapter 11 process, as well as other statements of management’s expectations, anticipations, beliefs, plans, intentions, targets, estimates, or projections and similar expressions relating to the future, are forward-looking statements within the meaning of these laws. Forward-looking statements in some cases can be identified by their being preceded by, followed by or containing words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” and other similar expressions. Forward-looking statements are based on assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements are not guarantees of VeraSun’s future performance and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by any forward-looking statements. Except as required by law, the Company undertakes no obligation to update any forward-looking statements.

Some of the factors that may cause actual results, developments and business decisions to differ materially from those contemplated by any forward-looking statements include the following: the ability of VeraSun to continue as a going concern; the ability of the Debtors to obtain additional debtor-in-possession financing on an interim or final basis and to operate pursuant to the terms of any debtor-in-possession financing; the Debtors’ ability to obtain court approval with respect to motions in the chapter 11 proceeding prosecuted by them from time to time, including approval of motions relating to the priority of the lender’s security interest under any debtor-in-possession financing; the ability of the Debtors to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the chapter 11 cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Debtors to propose and confirm one or more plans of reorganization, for the appointment of a chapter 11 trustee or to convert the cases to chapter 7 cases; the ability of VeraSun to obtain and maintain normal terms with vendors and service providers; VeraSun’s ability to maintain contracts that are critical to its operations; the potential adverse impact of the chapter 11 cases on VeraSun’s liquidity or results of operations; the ability of VeraSun to fund and execute its business plan; the ability of VeraSun to attract, motivate and/or retain key executives and employees; the ability of VeraSun to attract and retain customers; the volatility and uncertainty of corn, natural gas, ethanol, unleaded gasoline and other commodities prices; VeraSun’s ability to generate sufficient liquidity to fund its operations and capital expenditures; the results of VeraSun’s hedging transactions and other risk mitigation strategies; risk of potential goodwill and other intangible impairment; operational disruptions at VeraSun’s facilities; the effects of vigorous competition and excess capacity in the industries in which VeraSun operates; the costs and business risks associated with developing new products and entering new markets; the development of infrastructure related to the sale and distribution of ethanol; the effects of other mergers and consolidations in the biofuels industry and unexpected

announcements or developments from others in the biofuels industry; the uncertainties related to the Company’s acquisitions of US BioEnergy Corporation, ASA OpCo Holdings, LLC and other businesses, including the Company’s ability to achieve the expected benefits from these acquisitions; the impact of any new, emerging and competing technologies on VeraSun’s business; the possibility of one or more of the markets in which VeraSun competes being impacted by political, legal and regulatory changes or other external factors over which VeraSun has no control; changes in or elimination of governmental laws, credits, tariffs, trade or other controls or enforcement practices; the impact of any potential Renewable Fuel Standards waiver; VeraSun’s ability to comply with various environmental, health, and safety laws and regulations; the success of VeraSun’s marketing and sales efforts; VeraSun’s reliance on key management personnel; VeraSun’s ability to secure additional financing; the Company’s ability to implement additional financial and management controls, reporting systems and procedures and continue to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended; and the risk factors described in the Company’s filings with the Securities and Exchange Commission, including the prospectus supplement filed on September 16, 2008. Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of VeraSun’s various pre-petition liabilities and the Company’s common stock. No assurance can be given as to what values, if any, will be ascribed in the chapter 11 proceeding to each of these constituencies. Accordingly, the Company urges that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.

SIGNATURES

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

	VERASUN ENERGY CORPORATION
Date: November 7, 2008	By:	/s/ Bryan D. Meier
		Bryan D. Meier
		Vice President, Finance and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Hankinson, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.2	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Ord, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.3	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Woodbury, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.4	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Central City, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.5	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Albert City, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.6	Debtor in Possession Financing Term Sheet, dated November 3, 2008, by and between AgStar Financial Services, PCA, VeraSun Dyersville, LLC, as debtor in possession, and US BioEnergy Corporation, as guarantor
10.7	DIP Facility Commitment Letter, dated November 3, 2008, by and among VeraSun Energy Corporation, as borrower, VeraSun Granite City, LLC, VeraSun Reynolds, LLC, VeraSun Biodiesel, LLC, VeraSun Litchfield, LLC, VeraSun Tilton, LLC, VeraSun Aurora Corporation, VeraSun Charles City, LLC, VeraSun Marketing, LLC, VeraSun Welcome, LLC, VeraSun Fort Dodge, LLC and VeraSun Hartley, LLC, as guarantors, and Trilogy Portfolio Company, LLC, Trilogy Special Situations Master Fund, Ltd., Mariner LDC, AIG Global Investment Corp., AIG SunAmerica Asset Management Corp., Wayzata Opportunities Fund II, L.P., Wayzata Opportunities Offshore Fund II, L.P., as lenders
99.1	Interim Order entered by the United States Bankruptcy Court for the District of Delaware on November 6, 2008

EX-10.1

Exhibit 10.1

Execution Copy

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN HANKINSON, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12620 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

November 3, 2008

AGSTAR FINANCIAL SERVICES, PCA, as Postpetition Lender, hereby provides VERASUN HANKINSON, LLC, a North Dakota limited liability company (the “Borrower”) with the following financing proposal.

Reference is made herein to the following Prepetition Credit Agreement:

Credit Agreement dated as of February 7, 2007, by and among VeraSun Hankinson, a North Dakota limited liability company, the AgStar Financial Services, PCA, the commercial, banking or financial institutions whose signatures appear on the signature pages of the Credit Agreement (AgStar and such commercial, banking or financial institutions are sometimes hereinafter collectively the “Banks” and individually a “Bank”), as the same has been amended by that certain Amendment No. 1 to Credit Agreement dated October 19, 2007, that certain Amendment No. 2 to Credit Agreement dated July 31, 2008, and that certain Amendment No. 3 to Credit Agreement dated as of October 23, 2008 (as amended the “Prepetition Credit Agreement”).

Unless otherwise expressly defined herein, capitalized terms used herein shall have the same meaning ascribed to them in the Prepetition Credit Agreement or in the Interim Order attached hereto as Exhibit B (the “Interim Order”). Terms and conditions of the proposal are as follows:

Borrower:	VeraSun Hankinson, LLC, a North Dakota limited liability company, as Debtor in Possession in Bankruptcy Case No. 08-12620 (BLS), United States Bankruptcy Court, District of Delaware (“Borrower’s Chapter 11 Case”).
Postpetition Lender:	AgStar Financial Services, PCA
Guarantor:	U.S. BioEnergy Corporation, a Delaware corporation, as Debtor in Possession in Bankruptcy Case No. 08-12612 (BLS), District of Delaware

Postpetition Revolving Credit Facility:	A revolving credit facility (the “Postpetition Loan”) to be made available to the Borrower, pursuant to the terms of this Term Sheet and the Interim Order in an amount not to exceed $3,000,000.00 as the Interim Facility and, from and after entry of the Final Order, $5,000,000.00 as the aggregate Postpetition Loan, pursuant to the terms of this Term Sheet, the Final Order and the Postpetition Financing Documents (the “Postpetition Commitment”). Advances under the Postpetition Loan are subject to Postpetition Loan Availability until the Postpetition Loan Maturity Date. Amounts borrowed under the Postpetition Loan may be borrowed, repaid, and reborrowed by the Borrower prior to the Postpetition Loan Maturity Date.
Closing Date:	November 3, 2008
Purpose:	Upon entry of the Interim Order and acceptance of this Term Sheet, the Postpetition Lender shall make available to the Borrower the Interim Facility in an amount up to $3,000,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached hereto as Exhibit A, subject to the terms and conditions in the Interim Order, and this Term Sheet; provided, however, that nothing herein or in the Interim Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender. Upon entry of the Final Order on or before December 10, 2008 approving the Postpetition Financing Documents, each of which must be acceptable to the Postpetition Lender and satisfaction of the conditions precedent to closing set forth therein, the Postpetition Lender shall make available to the Borrower Debtor In Possession financing in an aggregate amount up to $5,000,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached to the Final Order, subject to the terms and conditions in the Final Order, this Term Sheet, and the Postpetition Financing Documents; provided, however, that nothing herein or in the Final Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender.
Maturity Date:	The Interim Facility shall mature on the earlier of the entry of the Final Order or December 10, 2008. The Postpetition Loan will mature on November 3, 2009, or on such earlier date as provided in the Interim Order, the Final Order or the Postpetition Financing Documents.

2

Security:	The Borrower hereby grants to the Postpetition Lender a first priority perfected Security Interest in all of the real and personal property of the Borrower, whether now owned or hereafter acquired (the “Collateral,” as such property is more fully described in the Prepetition Credit Agreement), without any requirement for the execution, delivery, recording or filing of any security agreement, mortgage, deed of trust, financing statement or similar document, instrument or agreement covering such Collateral; provided, however, that the liens and Security Interests granted to the Postpetition Lender under the Interim Order and the Final Order shall not extend to causes of action under Chapter 5 of the Bankruptcy Code or the proceeds thereof. During the term of the Postpetition Loan Borrower shall not grant or permit any Security Interest in the Collateral to any other Person, other than certain permitted liens agreed to by the Postpetition Lender (the “Permitted Liens”). The Borrower shall execute and deliver to the Postpetition Lender all such mortgages, security agreements, control agreements, deeds of trust or other documents and instruments as may be reasonably required by the Postpetition Lender to evidence and secure the Postpetition Loan pursuant to the terms of this Term Sheet, the Interim Order, and the Final Order, and the other Postpetition Financing Documents.
Interest Rate:	The outstanding principal amount of the Postpetition Loan shall bear interest at the LIBOR Rate (as defined in the Prepetition Credit Agreement) plus 700 basis points. A Default Rate shall apply on the Postpetition Loan as set forth in the Prepetition Credit Agreement.
Postpetition Loan Availability:	Advances under the Postpetition Loan may be made subject to availability of the Postpetition Loan under the Postpetition Credit Agreement, and will be limited to the lesser of the Postpetition Loan Commitment (stated above) and the Borrowing Base (as defined below). The Borrowers shall submit an updated Borrowing Base Certificate (substantially in the form attached to this Term Sheet as Exhibit C) on the Closing Date and may on the Closing Date request an Advance on the Postpetition Loan in an amount not to exceed the lesser of (a) $3,000,000.00 or (b) the Borrowing Base.

3

	The Borrower may submit an updated Borrowing Base Certificate on any day, but not less frequently than monthly. The Borrower shall submit an updated Borrowing Base Certificate with each Request for Advance on the Postpetition Loan and at any other time upon request of the Postpetition Lender.
Borrowing Base:	The Borrowing Base shall be an amount equal to: 100% of Eligible Accounts Receivable and 100% of Eligible Inventory, (as such terms are defined in the Prepetition Credit Agreement), as determined in the manner set forth in the Borrowing Base Certificate, attached hereto as Exhibit C. All references in the Prepetition Credit Agreement to Provista Renewable Fuels Marketing LLC shall be amended to refer to “Verasun Marketing LLC”.
Adequate Protection & Interest Payments:	Payment of Adequate Protection Payments (as defined in the Interim Order) and all accrued interest on the Postpetition Loan shall be paid by the Borrower on the first day of each month, beginning on December 1, 2008, and monthly thereafter, and on the Maturity Date, to the Postpetition Lender and to the Agent for the benefit of the Banks, under the Prepetition Credit Agreement; provided, however, the rights of all interested parties to later assert that the Adequate Protection Payments should be re-allocated to principal in accordance with Section 506 of the Bankruptcy Code are reserved. The unpaid balance of the Postpetition Loan is due in its entirety on the Maturity Date. Interest shall be calculated on the actual number of days the Postpetition Loan is outstanding on the basis of a year consisting of 365 days.
Conditions Precedent To Closing on the Interim Amount:	•        Entry of the Interim Order; and •        Execution and delivery of this Term Sheet.
Representations and Warranties:	The Postpetition Financing Documents shall contain representations and warranties of the Borrower acceptable to the Lender.
Affirmative Covenants:	The Postpetition Financing Documents shall contain affirmative covenants of the Borrower acceptable to the Lender.
Reports:	So long as Borrower’s obligations under the Postpetition Loan shall remain unpaid or the Postpetition Lender shall have any commitment under the Postpetition Loan, the Borrower shall, unless the Postpetition Lender shall otherwise consent in advance in writing: •        Provide Postpetition Lender with all reports required to be delivered by Borrower under Section 5.01(c) of the Prepetition Credit Agreement.

4

	•        Provide Postpetition Lender with all reports filed with the United States Trustee in the Borrower’s Chapter 11 Case.
Negative Covenants:	The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.
Events of Default:	The occurrence of any of the following shall constitute an Event of Default under this Term Sheet: •        Failure to comply with the terms and conditions set forth in this Term Sheet, the Interim Order, the Postpetition Financing Documents, and the Prepetition Credit Agreement (except those Events of Default set forth in Section 6.01(g) of the Prepetition Credit Agreement); and •        if, on or before December 10, 2008, a Final Order approving the Postpetition Financing Documents, acceptable to Postpetition Lender has not been entered.
Remedies:	Upon the occurrence of an Event of Default, as defined in this Term Sheet, the Postpetition Lender: •        shall be entitled to exercise all of the remedies set forth in the Interim Order; and •        the Postpetition Lender shall no longer be obligated to make further Advances to the Borrower under the Postpetition Loan.
Commitment and Administration Fees:	Borrower shall pay to Postpetition Lender on the Closing Date a fee equal to one percent (1.0%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Commitment Fee. In addition to the foregoing Commitment Fee and such other fees required or set forth in this Term Sheet or in the Interim Order, Borrower shall pay to Postpetition Lender on the Closing Date an administration fee equal to one-half of one percent (0.5%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Administration Fee.
Expenses:	The Borrower shall reimburse the Postpetition Lender for all reasonable costs and expenses, including legal fees, in connection with the negotiation, documentation, execution, syndication and delivery of the Postpetition Loan and the Borrower’s Bankruptcy. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such fees.

5

If not acted on, these terms will expire on Tuesday, November 4, 2008 at 5:00 p.m. (CST). Please return a signed copy of this letter to evidence your acceptance of the terms and conditions contained in this Term Sheet.

Sincerely,

/s/    Donald S. Farm

This Term Sheet is accepted this 3 day of

November 2008 by:

Donald S. Farm, Jr.

Senior Vice President, AgriBusiness Capital

AgStar Financial Services, PCA

6

SIGNATURE PAGE TO

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN HANKINSON, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12620 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

BORROWER:

VERASUN HANKINSON, LLC a North Dakota limited liability company

By	/s/    Danny C. Herron
Name:	Danny C. Herron
Title:	President and Chief Financial Officer

GUARANTOR:

US BIOENERGY CORPORATION, a South Dakota corporation

By:	/s/    Danny C. Herron
Name:	Danny C. Herron
Its:	President and Chief Financial Officer

7

EXHIBIT A

DIP BUDGET

8

EXHIBIT B

INTERIM ORDER

9

EXHIBIT C

BORROWING BASE CERTIFICATE

Borrowing Base Calculation

Detailed Calculation

For Month Ending	,
Date Delivered:	,
Reporting Entity     VeraSun

1	Eligible Accounts Receivable
	Intercompany Receivables: The lesser of $0.30 per gallon at 110% of the immediately preceding month’s production or actual Intercompany Receivables not to exceed $3,000,000.00
			$
2	Inventory: Corn or other input feedstock, chemicals, DGS,
	and other byproducts Inventory (lower of cost or market):
	Ending Corn Inventory	$
	Ending Other Input Feedstock and Chemicals Inventory	$
	Ending DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory		$
	(Sum of ending corn, other input feedstock, chemicals
	DGS, Inventory and other byproducts)
3	Ethanol Inventory (lower of cost or market)		$
4	Total Borrowing Base (Total from 1, 2 and 3)		$
5	Outstanding Revolving Line of Credit Loan Balance		$
6	Excess or Deficit (Line 4 minus line 5)		$

Date Prepared                     

BORROWER REPRESENTS AND WARRANTS:

1. With respect to the information in this Borrowing Base Certificate and any accompanying work papers related hereto (i) such information is true, complete and correct as of the date set forth above as the Date Prepared; (ii) no information has been omitted which would make the foregoing misleading; (iii) there has been no significant change in the value of the items set forth on this Borrowing Base Certificate (the “Borrowing Base Collateral”) since the date set forth above as the Date Prepared; and (iv) there exists no Event of Default or any event which with the giving of notice or the passing of time or both would constitute an Event of Default.

10

2. The Borrowing Base Collateral and the amounts reflected in this Borrowing Base Certificate (i) are genuine and in all respects are what they purport to be: (ii) presently are and will continue at all times to be subject to Postpetition Lender’ duly perfected, first priority security interest and no other lien; and (iii) to the best of Borrower’s knowledge comply in all material respects with the eligibility criteria for any Borrowing Base items, respectively, and to the best of Borrower’s knowledge comply in all material respects with the representations and warranties contained in the Security Agreement.

The undersigned certifies that the amounts shown are true and correct from Borrower’s accounts and records as of the Date Prepared as indicated above, and there have been no material adverse changes therein since the above date. The information provided in the Borrowing Base Certificate is consistent with the requirements of the Postpetition Credit Agreement.

Approved and Certified By:

VERASUN HANKINSON, LLC

Its:

11

EX-10.2

Exhibit 10.2

Execution Copy

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN ORD, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12625 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

November 3, 2008

AGSTAR FINANCIAL SERVICES, PCA, as Postpetition Lender, hereby provides VERASUN ORD, LLC, a Nebraska limited liability company (the “Borrower”) with the following financing proposal.

Reference is made herein to the following Prepetition Credit Agreement:

Credit Agreement dated as of February 7, 2007, by and among VeraSun Ord, a Nebraska limited liability company, AgStar Financial Services, PCA, the commercial, banking or financial institutions whose signatures appear on the signature pages thereof (AgStar and such commercial, banking or financial institutions are sometimes hereinafter collectively the “Banks” and individually a “Bank”), and AgStar Financial Services, PCA for itself and the other Banks; as the same has been amended by that certain Amendment No. 1 to Credit Agreement dated October 19, 2007, and that certain Amendment No. 2 to Credit Agreement dated July 31, 2008 (as amended the “Prepetition Credit Agreement”).

Unless otherwise expressly defined herein, capitalized terms used herein shall have the same meaning ascribed to them in the Prepetition Credit Agreement or in the Interim Order attached hereto as Exhibit B (the “Interim Order”). Terms and conditions of the proposal are as follows:

Borrower:	VeraSun Ord, LLC, a Nebraska limited liability company, as Debtor in Possession in Bankruptcy Case No. 08-12625 (BLS), United States Bankruptcy Court, District of Delaware (“Borrower’s Chapter 11 Case”).
Postpetition Lender:	AgStar Financial Services, PCA
Guarantor:	U.S. BioEnergy Corporation, a Delaware corporation, as Debtor in Possession in Bankruptcy Case No. 08-12612 (BLS), District of Delaware

Postpetition Revolving Credit Facility:	A revolving credit facility (the “Postpetition Loan”) to be made available to the Borrower, pursuant to the terms of this Term Sheet and the Interim Order in an amount not to exceed $1,500,000.00 as the Interim Facility and, from and after entry of the Final Order, $2,500,000.00 as the aggregate Postpetition Loan, pursuant to the terms of this Term Sheet, the Final Order and the Postpetition Financing Documents (the “Postpetition Commitment”). Advances under the Postpetition Loan are subject to Postpetition Loan Availability until the Postpetition Loan Maturity Date. Amounts borrowed under the Postpetition Loan may be borrowed, repaid, and reborrowed by the Borrower prior to the Postpetition Loan Maturity Date.
Closing Date:	November 3, 2008
Purpose:	Upon entry of the Interim Order and acceptance of this Term Sheet, the Postpetition Lender shall make available to the Borrower the Interim Facility in an amount up to $1,500,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached hereto as Exhibit A, subject to the terms and conditions in the Interim Order, and this Term Sheet; provided, however, that nothing herein or in the Interim Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender. Upon entry of the Final Order on or before December 10, 2008 approving the Postpetition Financing Documents, each of which must be acceptable to the Postpetition Lender and satisfaction of the conditions precedent to closing set forth therein, the Postpetition Lender shall make available to the Borrower Debtor In Possession financing in an aggregate amount up to $2,500,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached to the Final Order, subject to the terms and conditions in the Final Order, this Term Sheet, and the Postpetition Financing Documents; provided, however, that nothing herein or in the Final Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender.
Maturity Date:	The Interim Facility shall mature on the earlier of the entry of the Final Order or December 10, 2008. The Postpetition Loan will mature on November 3, 2009, or on such earlier date as provided in the Interim Order, the Final Order or the Postpetition Financing Documents.

2

Security:	The Borrower hereby grants to the Postpetition Lender a first priority perfected Security Interest in all of the real and personal property of the Borrower, whether now owned or hereafter acquired (the “Collateral,” as such property is more fully described in the Prepetition Credit Agreement), without any requirement for the execution, delivery, recording or filing of any security agreement, mortgage, deed of trust, financing statement or similar document, instrument or agreement covering such Collateral; provided, however, that the liens and Security Interests granted to the Postpetition Lender under the Interim Order and the Final Order shall not extend to causes of action under Chapter 5 of the Bankruptcy Code or the proceeds thereof. During the term of the Postpetition Loan Borrower shall not grant or permit any Security Interest in the Collateral to any other Person, other than certain permitted liens agreed to by the Postpetition Lender (the “Permitted Liens”). The Borrower shall execute and deliver to the Postpetition Lender all such mortgages, security agreements, control agreements, deeds of trust or other documents and instruments as may be reasonably required by the Postpetition Lender to evidence and secure the Postpetition Loan pursuant to the terms of this Term Sheet, the Interim Order, and the Final Order, and the other Postpetition Financing Documents.
Interest Rate:	The outstanding principal amount of the Postpetition Loan shall bear interest at the LIBOR Rate (as defined in the Prepetition Credit Agreement) plus 700 basis points. A Default Rate shall apply on the Postpetition Loan as set forth in the Prepetition Credit Agreement.
Postpetition Loan Availability:	Advances under the Postpetition Loan may be made subject to availability of the Postpetition Loan under the Postpetition Credit Agreement, and will be limited to the lesser of the Postpetition Loan Commitment (stated above) and the Borrowing Base (as defined below). The Borrowers shall submit an updated Borrowing Base Certificate (substantially in the form attached to this Term Sheet as Exhibit C) on the Closing Date and may on the Closing Date request an Advance on the Postpetition Loan in an amount not to exceed the lesser of (a) $1,500,000.00 or (b) the Borrowing Base.

3

	The Borrower may submit an updated Borrowing Base Certificate on any day, but not less frequently than monthly. The Borrower shall submit an updated Borrowing Base Certificate with each Request for Advance on the Postpetition Loan and at any other time upon request of the Postpetition Lender.
Borrowing Base:	The Borrowing Base shall be an amount equal to: 100% of Eligible Accounts Receivable and 100% of Eligible Inventory, (as such terms are defined in the Prepetition Credit Agreement), as determined in the manner set forth in the Borrowing Base Certificate, attached hereto as Exhibit C. All references in the Prepetition Credit Agreement to Provista Renewable Fuels Marketing LLC shall be amended to refer to “Verasun Marketing LLC”.
Adequate Protection & Interest Payments:	Payment of Adequate Protection Payments (as defined in the Interim Order) and all accrued interest on the Postpetition Loan shall be paid by the Borrower on the first day of each month, beginning on December 1, 2008, and monthly thereafter, and on the Maturity Date, to the Postpetition Lender and to the Agent for the benefit of the Banks, under the Prepetition Credit Agreement; provided, however, the rights of all interested parties to later assert that the Adequate Protection Payments should be re-allocated to principal in accordance with Section 506 of the Bankruptcy Code are reserved. The unpaid balance of the Postpetition Loan is due in its entirety on the Maturity Date. Interest shall be calculated on the actual number of days the Postpetition Loan is outstanding on the basis of a year consisting of 365 days.
Conditions Precedent To Closing on the Interim Amount:	•        Entry of the Interim Order; and •        Execution and delivery of this Term Sheet.
Representations and Warranties:	The Postpetition Financing Documents shall contain representations and warranties of the Borrower acceptable to the Lender.
Affirmative Covenants:	The Postpetition Financing Documents shall contain affirmative covenants of the Borrower acceptable to the Lender.
Reports:	So long as Borrower’s obligations under the Postpetition Loan shall remain unpaid or the Postpetition Lender shall have any commitment under the Postpetition Loan, the Borrower shall, unless the Postpetition Lender shall otherwise consent in advance in writing: •        Provide Postpetition Lender with all reports required to be delivered by Borrower under Section 5.01(c) of the Prepetition Credit Agreement.

4

	•        Provide Postpetition Lender with all reports filed with the United States Trustee in the Borrower’s Chapter 11 Case.
Negative Covenants:	The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.
Events of Default:	The occurrence of any of the following shall constitute an Event of Default under this Term Sheet: •        Failure to comply with the terms and conditions set forth in this Term Sheet, the Interim Order, the Postpetition Financing Documents, and the Prepetition Credit Agreement (except those Events of Default set forth in Section 6.01(g) of the Prepetition Credit Agreement); and •        if, on or before December 10, 2008, a Final Order approving the Postpetition Financing Documents, acceptable to Postpetition Lender has not been entered.
Remedies:	Upon the occurrence of an Event of Default, as defined in this Term Sheet, the Postpetition Lender: •        shall be entitled to exercise all of the remedies set forth in the Interim Order; and •        the Postpetition Lender shall no longer be obligated to make further Advances to the Borrower under the Postpetition Loan.
Commitment and Administration Fees:	Borrower shall pay to Postpetition Lender on the Closing Date a fee equal to one percent (1.0%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Commitment Fee. In addition to the foregoing Commitment Fee and such other fees required or set forth in this Term Sheet or in the Interim Order, Borrower shall pay to Postpetition Lender on the Closing Date an administration fee equal to one-half of one percent (0.5%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Administration Fee.
Expenses:	The Borrower shall reimburse the Postpetition Lender for all reasonable costs and expenses, including legal fees, in connection with the negotiation, documentation, execution, syndication and delivery of the Postpetition Loan and the Borrower’s Bankruptcy. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such fees.

5

If not acted on, these terms will expire on Tuesday, November 4, 2008 at 5:00 p.m. (CST). Please return a signed copy of this letter to evidence your acceptance of the terms and conditions contained in this Term Sheet.

Sincerely,

/s/    Donald S. Farm

This Term Sheet is accepted this 3 day of November 2008 by:

Donald S. Farm, Jr.

Senior Vice President, AgriBusiness Capital

AgStar Financial Services, PCA

6

SIGNATURE PAGE TO

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN ORD, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12625 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

BORROWER:

VERASUN ORD, LLC a Nebraska limited liability company

By	/s/    Danny C. Herron
Name:	Danny C. Herron
Title:	President and Chief Financial Officer

GUARANTOR:

US BIOENERGY CORPORATION, a South Dakota corporation

By:	/s/    Danny C. Herron
Name:	Danny C. Herron
Its:	President and Chief Financial Officer

7

EXHIBIT A

DIP BUDGET

8

EXHIBIT B

INTERIM ORDER

9

EXHIBIT C

BORROWING BASE CERTIFICATE

Borrowing Base Calculation

Detailed Calculation

For Month Ending	,
Date Delivered:	,
Reporting Entity     VeraSun

1	Eligible Accounts Receivable
	Intercompany Receivables: The lesser of $0.30 per gallon at 110% of the immediately preceding month’s production or actual Intercompany Receivables not to exceed $3,000,000.00
			$
2	Inventory: Corn or other input feedstock, chemicals, DGS,
	and other byproducts Inventory (lower of cost or market):
	Ending Corn Inventory	$
	Ending Other Input Feedstock and Chemicals Inventory	$
	Ending DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory		$
	(Sum of ending corn, other input feedstock, chemicals
	DGS, Inventory and other byproducts)
3	Ethanol Inventory (lower of cost or market)		$
4	Total Borrowing Base (Total from 1, 2 and 3)		$
5	Outstanding Revolving Line of Credit Loan Balance		$
6	Excess or Deficit (Line 4 minus line 5)		$

Date Prepared                     

BORROWER REPRESENTS AND WARRANTS:

1. With respect to the information in this Borrowing Base Certificate and any accompanying work papers related hereto (i) such information is true, complete and correct as of the date set forth above as the Date Prepared; (ii) no information has been omitted which would make the foregoing misleading; (iii) there has been no significant change in the value of the items set forth on this Borrowing Base Certificate (the “Borrowing Base Collateral”) since the date set forth above as the Date Prepared; and (iv) there exists no Event of Default or any event which with the giving of notice or the passing of time or both would constitute an Event of Default.

10

2. The Borrowing Base Collateral and the amounts reflected in this Borrowing Base Certificate (i) are genuine and in all respects are what they purport to be: (ii) presently are and will continue at all times to be subject to Postpetition Lender’ duly perfected, first priority security interest and no other lien; and (iii) to the best of Borrower’s knowledge comply in all material respects with the eligibility criteria for any Borrowing Base items, respectively, and to the best of Borrower’s knowledge comply in all material respects with the representations and warranties contained in the Security Agreement.

The undersigned certifies that the amounts shown are true and correct from Borrower’s accounts and records as of the Date Prepared as indicated above, and there have been no material adverse changes therein since the above date. The information provided in the Borrowing Base Certificate is consistent with the requirements of the Postpetition Credit Agreement.

Approved and Certified By:

VERASUN ORD, LLC

Its:

11

EX-10.3

Exhibit 10.3

Execution Copy

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN WOODBURY, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12629 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

November 3, 2008

AGSTAR FINANCIAL SERVICES, PCA, as Postpetition Lender, hereby provides VERASUN WOODBURY, LLC, a Michigan limited liability company (the “Borrower”) with the following financing proposal.

Reference is made herein to the following Prepetition Credit Agreement:

Master Loan Agreement dated as of November 15, 2005, by and between AgStar Financial Services, PCA and Verasun Woodbury, LLC, a Michigan limited liability company, as amended by that certain Amendment No.1 and Waiver to Master Loan Agreement dated as of July 31, 2006, as amended by that certain Amendment No. 2 to Master Loan Agreement dated October 19, 2007, as further amended by that certain Amendment No. 3 to Master Loan Agreement dated July 31, 2008, as further amended by that certain Amendment No. 4 to Master Loan Agreement dated October 29, 2008 (as amended, collectively the “MLA”); that certain Second Supplement to the Master Loan Agreement (Revolving Loan) dated as of November 15, 2005, as amended and restated by that certain Amended and Restated Second Supplement to the Master Loan Agreement dated November 1, 2006, as amended by that certain Amendment No. 1 to Amended and Restated Second Supplement dated October 19, 2007, as amended by that certain Amendment No. 2 to Amended and Restated Second Supplement dated November 1, 2007, as further amended by that certain Amendment No. 3 to Amended and Restated Second Supplement dated July 31, 2008, as further amended by that certain Amendment No. 4 to Amended and Restated Second Supplement dated October 29, 2008 (as amended, collectively the “Second Supplement”); that Third Supplement to the Master Loan Agreement (Term Loan) dated as of November 1, 2006, as amended by that certain Amendment No. 1 to Third Supplement dated October 19, 2007 (as amended, collectively the “Third Supplement”); and that Fourth Supplement to the Master Loan Agreement (Term Revolving Loan) dated as of November 1, 2006, as amended by that Amendment No. 1 to Fourth Supplement dated October 19, 2007 (the “MLA” and Supplements, as amended the “Prepetition Credit Agreement”).

Unless otherwise expressly defined herein, capitalized terms used herein shall have the same meaning ascribed to them in the Prepetition Credit Agreement or in the Interim Order attached hereto as Exhibit B (the “Interim Order”). Terms and conditions of the proposal are as follows:

Borrower:	VeraSun Woodbury, LLC, a Michigan limited liability company, as Debtor in Possession in Bankruptcy Case No. 08-12629 (BLS), United States Bankruptcy Court, District of Delaware (“Borrower’s Chapter 11 Case”).
Postpetition Lender:	AgStar Financial Services, PCA
Guarantor:	U.S. BioEnergy Corporation, a Delaware corporation, as Debtor in Possession in Bankruptcy Case No. 08-12612 (BLS), District of Delaware
Postpetition Revolving Credit Facility:	A revolving credit facility (the “Postpetition Loan”) to be made available to the Borrower, pursuant to the terms of this Term Sheet and the Interim Order in an amount not to exceed $1,500,000.00 as the Interim Facility and, from and after entry of the Final Order, $2,500,000.00 as the aggregate Postpetition Loan, pursuant to the terms of this Term Sheet, the Final Order and the Postpetition Financing Documents (the “Postpetition Commitment”). Advances under the Postpetition Loan are subject to Postpetition Loan Availability until the Postpetition Loan Maturity Date. Amounts borrowed under the Postpetition Loan may be borrowed, repaid, and reborrowed by the Borrower prior to the Postpetition Loan Maturity Date.
Closing Date:	November 3, 2008
Purpose:	Upon entry of the Interim Order and acceptance of this Term Sheet, the Postpetition Lender shall make available to the Borrower the Interim Facility in an amount up to $1,500,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached hereto as Exhibit A, subject to the terms and conditions in the Interim Order, and this Term Sheet; provided, however, that nothing herein or in the Interim Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender. Upon entry of the Final Order on or before December 10, 2008 approving the Postpetition Financing Documents, each of which must be acceptable to the Postpetition Lender and satisfaction of the

2

	conditions precedent to closing set forth therein, the Postpetition Lender shall make available to the Borrower Debtor In Possession financing in an aggregate amount up to $2,500,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached to the Final Order, subject to the terms and conditions in the Final Order, this Term Sheet, and the Postpetition Financing Documents; provided, however, that nothing herein or in the Final Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender.
Maturity Date:	The Interim Facility shall mature on the earlier of the entry of the Final Order or December 10, 2008. The Postpetition Loan will mature on November 3, 2009, or on such earlier date as provided in the Interim Order, the Final Order or the Postpetition Financing Documents.
Security:	The Borrower hereby grants to the Postpetition Lender a first priority perfected Security Interest in all of the real and personal property of the Borrower, whether now owned or hereafter acquired (the “Collateral,” as such property is more fully described in the Prepetition Credit Agreement), without any requirement for the execution, delivery, recording or filing of any security agreement, mortgage, deed of trust, financing statement or similar document, instrument or agreement covering such Collateral; provided, however, that the liens and Security Interests granted to the Postpetition Lender under the Interim Order and the Final Order shall not extend to causes of action under Chapter 5 of the Bankruptcy Code or the proceeds thereof. During the term of the Postpetition Loan Borrower shall not grant or permit any Security Interest in the Collateral to any other Person, other than certain permitted liens agreed to by the Postpetition Lender (the “Permitted Liens”). The Borrower shall execute and deliver to the Postpetition Lender all such mortgages, security agreements, control agreements, deeds of trust or other documents and instruments as may be reasonably required by the Postpetition Lender to evidence and secure the Postpetition Loan pursuant to the terms of this Term Sheet, the Interim Order, and the Final Order, and the other Postpetition Financing Documents.
Interest Rate:	The outstanding principal amount of the Postpetition Loan shall bear interest at the LIBOR Rate (as defined in the Prepetition Credit Agreement) plus 700 basis points. A Default Rate shall apply on the Postpetition Loan as set forth in the Prepetition Credit Agreement.

3

Postpetition Loan Availability:	Advances under the Postpetition Loan may be made subject to availability of the Postpetition Loan under the Postpetition Credit Agreement, and will be limited to the lesser of the Postpetition Loan Commitment (stated above) and the Borrowing Base (as defined below). The Borrowers shall submit an updated Borrowing Base Certificate (substantially in the form attached to this Term Sheet as Exhibit C) on the Closing Date and may on the Closing Date request an Advance on the Postpetition Loan in an amount not to exceed the lesser of (a) $1,500,000.00 or (b) the Borrowing Base. The Borrower may submit an updated Borrowing Base Certificate on any day, but not less frequently than monthly. The Borrower shall submit an updated Borrowing Base Certificate with each Request for Advance on the Postpetition Loan and at any other time upon request of the Postpetition Lender.
Borrowing Base:	The Borrowing Base shall be an amount equal to: 100% of Eligible Accounts Receivable and 100% of Eligible Inventory, (as such terms are defined in the Prepetition Credit Agreement), as determined in the manner set forth in the Borrowing Base Certificate, attached hereto as Exhibit C. All references in the Prepetition Credit Agreement to Provista Renewable Fuels Marketing LLC shall be amended to refer to “Verasun Marketing LLC”.
Adequate Protection & Interest Payments:	Payment of Adequate Protection Payments (as defined in the Interim Order) and all accrued interest on the Postpetition Loan shall be paid by the Borrower on the first day of each month, beginning on December 1, 2008, and monthly thereafter, and on the Maturity Date, to the Postpetition Lender and to the Agent for the benefit of the Banks, under the Prepetition Credit Agreement; provided, however, the rights of all interested parties to later assert that the Adequate Protection Payments should be re-allocated to principal in accordance with Section 506 of the Bankruptcy Code are reserved. The unpaid balance of the Postpetition Loan is due in its entirety on the Maturity Date. Interest shall be calculated on the actual number of days the Postpetition Loan is outstanding on the basis of a year consisting of 365 days.

4

Conditions Precedent To Closing on the Interim Amount:	•        Entry of the Interim Order; and •        Execution and delivery of this Term Sheet.
Representations and Warranties:	The Postpetition Financing Documents shall contain representations and warranties of the Borrower acceptable to the Lender.
Affirmative Covenants:	The Postpetition Financing Documents shall contain affirmative covenants of the Borrower acceptable to the Lender.
Reports:	So long as Borrower’s obligations under the Postpetition Loan shall remain unpaid or the Postpetition Lender shall have any commitment under the Postpetition Loan, the Borrower shall, unless the Postpetition Lender shall otherwise consent in advance in writing: •        Provide Postpetition Lender with all reports required to be delivered by Borrower under Section 5.01(c) of the Prepetition Credit Agreement. •        Provide Postpetition Lender with all reports filed with the United States Trustee in the Borrower’s Chapter 11 Case.
Negative Covenants:	The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.
Events of Default:	The occurrence of any of the following shall constitute an Event of Default under this Term Sheet: •        Failure to comply with the terms and conditions set forth in this Term Sheet, the Interim Order, the Postpetition Financing Documents, and the Prepetition Credit Agreement (except those Events of Default set forth in Section 6.01(g) of the Prepetition Credit Agreement); and •        if, on or before December 10, 2008, a Final Order approving the Postpetition Financing Documents, acceptable to Postpetition Lender has not been entered.
Remedies:	Upon the occurrence of an Event of Default, as defined in this Term Sheet, the Postpetition Lender: •        shall be entitled to exercise all of the remedies set forth in the Interim Order; and •        the Postpetition Lender shall no longer be obligated to make further Advances to the Borrower under the Postpetition Loan.

5

Commitment and Administration Fees:

Borrower shall pay to Postpetition Lender on the Closing Date a fee equal to one percent (1.0%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Commitment Fee. In addition to the foregoing Commitment Fee and such other fees required or set forth in this Term Sheet or in the Interim Order, Borrower shall pay to Postpetition Lender on the Closing Date an administration fee equal to one-half of one percent (0.5%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Administration Fee.

Expenses:

The Borrower shall reimburse the Postpetition Lender for all reasonable costs and expenses, including legal fees, in connection with the negotiation, documentation, execution, syndication and delivery of the Postpetition Loan and the Borrower’s Bankruptcy. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such fees.

If not acted on, these terms will expire on Tuesday, November 4, 2008 at 5:00 p.m. (CST). Please return a signed copy of this letter to evidence your acceptance of the terms and conditions contained in this Term Sheet.

Sincerely,

/s/    Donald S. Farm

This Term Sheet is accepted this 3 day of November 2008 by:

Donald S. Farm, Jr.

Senior Vice President, AgriBusiness Capital

AgStar Financial Services, PCA

6

SIGNATURE PAGE TO

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN WOODBURY, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12629 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

BORROWER:

VERASUN WOODBURY, LLC a Michigan limited liability company

By	/s/    Danny C. Herron
Name:	Danny C. Herron
Title:	President and Chief Financial Officer

GUARANTOR:

US BIOENERGY CORPORATION, a South Dakota corporation

By:	/s/    Danny C. Herron
Name:	Danny C. Herron
Its:	President and Chief Financial Officer

7

EXHIBIT A

DIP BUDGET

8

EXHIBIT B

INTERIM ORDER

9

EXHIBIT C

BORROWING BASE CERTIFICATE

Borrowing Base Calculation

Detailed Calculation

For Month Ending	,
Date Delivered:	,
Reporting Entity     VeraSun

1	Eligible Accounts Receivable
	Intercompany Receivables: The lesser of $0.30 per gallon at 110% of the immediately preceding month’s production or actual Intercompany Receivables not to exceed $3,000,000.00
			$
2	Inventory: Corn or other input feedstock, chemicals, DGS,
	and other byproducts Inventory (lower of cost or market):
	Ending Corn Inventory	$
	Ending Other Input Feedstock and Chemicals Inventory	$
	Ending DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory		$
	(Sum of ending corn, other input feedstock, chemicals
	DGS, Inventory and other byproducts)
3	Ethanol Inventory (lower of cost or market)		$
4	Total Borrowing Base (Total from 1, 2 and 3)		$
5	Outstanding Revolving Line of Credit Loan Balance		$
6	Excess or Deficit (Line 4 minus line 5)		$

Date Prepared                     

BORROWER REPRESENTS AND WARRANTS:

1. With respect to the information in this Borrowing Base Certificate and any accompanying work papers related hereto (i) such information is true, complete and correct as of the date set forth above as the Date Prepared; (ii) no information has been omitted which would make the foregoing misleading; (iii) there has been no significant change in the value of the items set forth on this Borrowing Base Certificate (the “Borrowing Base Collateral”) since the date set forth above as the Date Prepared; and (iv) there exists no Event of Default or any event which with the giving of notice or the passing of time or both would constitute an Event of Default.

10

2. The Borrowing Base Collateral and the amounts reflected in this Borrowing Base Certificate (i) are genuine and in all respects are what they purport to be: (ii) presently are and will continue at all times to be subject to Postpetition Lender’ duly perfected, first priority security interest and no other lien; and (iii) to the best of Borrower’s knowledge comply in all material respects with the eligibility criteria for any Borrowing Base items, respectively, and to the best of Borrower’s knowledge comply in all material respects with the representations and warranties contained in the Security Agreement.

The undersigned certifies that the amounts shown are true and correct from Borrower’s accounts and records as of the Date Prepared as indicated above, and there have been no material adverse changes therein since the above date. The information provided in the Borrowing Base Certificate is consistent with the requirements of the Postpetition Credit Agreement.

Approved and Certified By:

VERASUN WOODBURY, LLC

Its:

11

EX-10.4

Exhibit 10.4

Execution Copy

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN CENTRAL CITY, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12615 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

November 3, 2008

AGSTAR FINANCIAL SERVICES, PCA, as Postpetition Lender, hereby provides VERASUN CENTRAL CITY, LLC, a Nebraska limited liability company (the “Borrower”) with the following financing proposal.

Reference is made herein to the following Prepetition Credit Agreement:

Credit Agreement dated as of February 7, 2007, by and among VeraSun Central City, a Nebraska limited liability company, AgStar Financial Services, PCA, the commercial, banking or financial institutions whose signatures appear on the signature pages thereof (AgStar and such commercial, banking or financial institutions are sometimes hereinafter collectively the “Banks” and individually a “Bank”), and AgStar Financial Services, PCA for itself and the other Banks; as the same has been amended by that certain Amendment No. 1 to Credit Agreement dated October 19, 2007, and that certain Amendment No. 2 to Credit Agreement dated as of February 6, 2008, and that certain Amendment No. 3 to Credit Agreement dated July 31, 2008 (as amended the “Prepetition Credit Agreement”).

Unless otherwise expressly defined herein, capitalized terms used herein shall have the same meaning ascribed to them in the Prepetition Credit Agreement or in the Interim Order attached hereto as Exhibit B (the “Interim Order”). Terms and conditions of the proposal are as follows:

Borrower:	VeraSun Central City, LLC, a Nebraska limited liability company, as Debtor in Possession in Bankruptcy Case No. 08-12615 (BLS), United States Bankruptcy Court, District of Delaware (“Borrower’s Chapter 11 Case”).
Postpetition Lender:	AgStar Financial Services, PCA
Guarantor:	U.S. BioEnergy Corporation, a Delaware corporation, as Debtor in Possession in Bankruptcy Case No. 08-12612 (BLS), District of Delaware

Postpetition Revolving Credit Facility:	A revolving credit facility (the “Postpetition Loan”) to be made available to the Borrower, pursuant to the terms of this Term Sheet and the Interim Order in an amount not to exceed $3,000,000.00 as the Interim Facility and, from and after entry of the Final Order, $5,000,000.00 as the aggregate Postpetition Loan, pursuant to the terms of this Term Sheet, the Final Order and the Postpetition Financing Documents (the “Postpetition Commitment”). Advances under the Postpetition Loan are subject to Postpetition Loan Availability until the Postpetition Loan Maturity Date. Amounts borrowed under the Postpetition Loan may be borrowed, repaid, and reborrowed by the Borrower prior to the Postpetition Loan Maturity Date.
Closing Date:	November 3, 2008
Purpose:	Upon entry of the Interim Order and acceptance of this Term Sheet, the Postpetition Lender shall make available to the Borrower the Interim Facility in an amount up to $3,000,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached hereto as Exhibit A, subject to the terms and conditions in the Interim Order, and this Term Sheet; provided, however, that nothing herein or in the Interim Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender. Upon entry of the Final Order on or before December 10, 2008 approving the Postpetition Financing Documents, each of which must be acceptable to the Postpetition Lender and satisfaction of the conditions precedent to closing set forth therein, the Postpetition Lender shall make available to the Borrower Debtor In Possession financing in an aggregate amount up to $5,000,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached to the Final Order, subject to the terms and conditions in the Final Order, this Term Sheet, and the Postpetition Financing Documents; provided, however, that nothing herein or in the Final Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender.
Maturity Date:	The Interim Facility shall mature on the earlier of the entry of the Final Order or December 10, 2008.

2

	The Postpetition Loan will mature on November 3, 2009, or on such earlier date as provided in the Interim Order, the Final Order or the Postpetition Financing Documents.
Security:	The Borrower hereby grants to the Postpetition Lender a first priority perfected Security Interest in all of the real and personal property of the Borrower, whether now owned or hereafter acquired (the “Collateral,” as such property is more fully described in the Prepetition Credit Agreement), without any requirement for the execution, delivery, recording or filing of any security agreement, mortgage, deed of trust, financing statement or similar document, instrument or agreement covering such Collateral; provided, however, that the liens and Security Interests granted to the Postpetition Lender under the Interim Order and the Final Order shall not extend to causes of action under Chapter 5 of the Bankruptcy Code or the proceeds thereof. During the term of the Postpetition Loan Borrower shall not grant or permit any Security Interest in the Collateral to any other Person, other than certain permitted liens agreed to by the Postpetition Lender (the “Permitted Liens”). The Borrower shall execute and deliver to the Postpetition Lender all such mortgages, security agreements, control agreements, deeds of trust or other documents and instruments as may be reasonably required by the Postpetition Lender to evidence and secure the Postpetition Loan pursuant to the terms of this Term Sheet, the Interim Order, and the Final Order, and the other Postpetition Financing Documents.
Interest Rate:	The outstanding principal amount of the Postpetition Loan shall bear interest at the LIBOR Rate (as defined in the Prepetition Credit Agreement) plus 700 basis points. A Default Rate shall apply on the Postpetition Loan as set forth in the Prepetition Credit Agreement.
Postpetition Loan Availability:	Advances under the Postpetition Loan may be made subject to availability of the Postpetition Loan under the Postpetition Credit Agreement, and will be limited to the lesser of the Postpetition Loan Commitment (stated above) and the Borrowing Base (as defined below). The Borrowers shall submit an updated Borrowing Base Certificate (substantially in the form attached to this Term Sheet as Exhibit C) on the Closing Date and may on the Closing Date request an Advance on the Postpetition Loan in an amount not to exceed the lesser of (a) $3,000,000.00 or (b) the Borrowing Base.

3

	The Borrower may submit an updated Borrowing Base Certificate on any day, but not less frequently than monthly.
	The Borrower shall submit an updated Borrowing Base Certificate with each Request for Advance on the Postpetition Loan and at any other time upon request of the Postpetition Lender.
Borrowing Base:	The Borrowing Base shall be an amount equal to: 100% of Eligible Accounts Receivable and 100% of Eligible Inventory, (as such terms are defined in the Prepetition Credit Agreement), as determined in the manner set forth in the Borrowing Base Certificate, attached hereto as Exhibit C. All references in the Prepetition Credit Agreement to Provista Renewable Fuels Marketing LLC shall be amended to refer to “Verasun Marketing LLC”.
Adequate Protection & Interest Payments:	Payment of Adequate Protection Payments (as defined in the Interim Order) and all accrued interest on the Postpetition Loan shall be paid by the Borrower on the first day of each month, beginning on December 1, 2008, and monthly thereafter, and on the Maturity Date, to the Postpetition Lender and to the Agent for the benefit of the Banks, under the Prepetition Credit Agreement; provided, however, the rights of all interested parties to later assert that the Adequate Protection Payments should be re-allocated to principal in accordance with Section 506 of the Bankruptcy Code are reserved. The unpaid balance of the Postpetition Loan is due in its entirety on the Maturity Date. Interest shall be calculated on the actual number of days the Postpetition Loan is outstanding on the basis of a year consisting of 365 days.
Conditions Precedent To Closing on the Interim Amount:	•        Entry of the Interim Order; and •        Execution and delivery of this Term Sheet.
Representations and Warranties:	The Postpetition Financing Documents shall contain representations and warranties of the Borrower acceptable to the Lender.
Affirmative Covenants:	The Postpetition Financing Documents shall contain affirmative covenants of the Borrower acceptable to the Lender.
Reports:	So long as Borrower’s obligations under the Postpetition Loan shall remain unpaid or the Postpetition Lender shall have any commitment under the Postpetition Loan, the Borrower shall, unless the Postpetition Lender shall otherwise consent in advance in writing: •        Provide Postpetition Lender with all reports required to be delivered by Borrower under Section 5.01(c) of the Prepetition Credit Agreement.

4

	•        Provide Postpetition Lender with all reports filed with the United States Trustee in the Borrower’s Chapter 11 Case.
Negative Covenants:	The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.
Events of Default:	The occurrence of any of the following shall constitute an Event of Default under this Term Sheet: •        Failure to comply with the terms and conditions set forth in this Term Sheet, the Interim Order, the Postpetition Financing Documents, and the Prepetition Credit Agreement (except those Events of Default set forth in Section 6.01(g) of the Prepetition Credit Agreement); and •        if, on or before December 10, 2008, a Final Order approving the Postpetition Financing Documents, acceptable to Postpetition Lender has not been entered.
Remedies:	Upon the occurrence of an Event of Default, as defined in this Term Sheet, the Postpetition Lender: •        shall be entitled to exercise all of the remedies set forth in the Interim Order; and •        the Postpetition Lender shall no longer be obligated to make further Advances to the Borrower under the Postpetition Loan.
Commitment and Administration Fees:	Borrower shall pay to Postpetition Lender on the Closing Date a fee equal to one percent (1.0%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Commitment Fee. In addition to the foregoing Commitment Fee and such other fees required or set forth in this Term Sheet or in the Interim Order, Borrower shall pay to Postpetition Lender on the Closing Date an administration fee equal to one-half of one percent (0.5%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Administration Fee.
Expenses:	The Borrower shall reimburse the Postpetition Lender for all reasonable costs and expenses, including legal fees, in connection with the negotiation, documentation, execution, syndication and delivery of the Postpetition Loan and the Borrower’s Bankruptcy. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such fees.

5

If not acted on, these terms will expire on Tuesday, November 4, 2008 at 5:00 p.m. (CST). Please return a signed copy of this letter to evidence your acceptance of the terms and conditions contained in this Term Sheet.

Sincerely,

/s/    Donald S. Farm

This Term Sheet is accepted this 3 day of November 2008 by:

Donald S. Farm, Jr.

Senior Vice President, AgriBusiness Capital

AgStar Financial Services, PCA

6

SIGNATURE PAGE TO

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN CENTRAL CITY, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12615 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

BORROWER:

VERASUN CENTRAL CITY, LLC a Nebraska limited liability company

By	/s/    Danny C. Herron
Name:	Danny C. Herron
Title:	President and Chief Financial Officer
GUARANTOR:

US BIOENERGY CORPORATION, a South Dakota corporation

By:	/s/    Danny C. Herron
Name:	Danny C. Herron
Its:	President and Chief Financial Officer

7

EXHIBIT A

DIP BUDGET

8

EXHIBIT B

INTERIM ORDER

9

EXHIBIT C

BORROWING BASE CERTIFICATE

Borrowing Base Calculation

Detailed Calculation

For Month Ending	,
Date Delivered:	,
Reporting Entity     VeraSun

1	Eligible Accounts Receivable
	Intercompany Receivables: The lesser of $0.30 per gallon at 110% of the immediately preceding month’s production or actual Intercompany Receivables not to exceed $3,000,000.00
			$
2	Inventory: Corn or other input feedstock, chemicals, DGS,
	and other byproducts Inventory (lower of cost or market):
	Ending Corn Inventory	$
	Ending Other Input Feedstock and Chemicals Inventory	$
	Ending DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory		$
	(Sum of ending corn, other input feedstock, chemicals
	DGS, Inventory and other byproducts)
3	Ethanol Inventory (lower of cost or market)		$
4	Total Borrowing Base (Total from 1, 2 and 3)		$
5	Outstanding Revolving Line of Credit Loan Balance		$
6	Excess or Deficit (Line 4 minus line 5)		$

Date Prepared                     

BORROWER REPRESENTS AND WARRANTS:

1. With respect to the information in this Borrowing Base Certificate and any accompanying work papers related hereto (i) such information is true, complete and correct as of the date set forth above as the Date Prepared; (ii) no information has been omitted which would make the foregoing misleading; (iii) there has been no significant change in the value of the items set forth on this Borrowing Base Certificate (the “Borrowing Base Collateral”) since the date set forth above as the Date Prepared; and (iv) there exists no Event of Default or any event which with the giving of notice or the passing of time or both would constitute an Event of Default.

10

2. The Borrowing Base Collateral and the amounts reflected in this Borrowing Base Certificate (i) are genuine and in all respects are what they purport to be: (ii) presently are and will continue at all times to be subject to Postpetition Lender’ duly perfected, first priority security interest and no other lien; and (iii) to the best of Borrower’s knowledge comply in all material respects with the eligibility criteria for any Borrowing Base items, respectively, and to the best of Borrower’s knowledge comply in all material respects with the representations and warranties contained in the Security Agreement.

The undersigned certifies that the amounts shown are true and correct from Borrower’s accounts and records as of the Date Prepared as indicated above, and there have been no material adverse changes therein since the above date. The information provided in the Borrowing Base Certificate is consistent with the requirements of the Postpetition Credit Agreement.

Approved and Certified By:

VERASUN CENTRAL CITY, LLC

Its:

11

EX-10.5

Exhibit 10.5

Execution Copy

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN ALBERT CITY, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12613 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

November 3, 2008

AGSTAR FINANCIAL SERVICES, PCA, as Postpetition Lender, hereby provides VERASUN ALBERT CITY, LLC, a Iowa limited liability company (the “Borrower”) with the following financing proposal.

Reference is made herein to the following Prepetition Credit Agreement:

Master Loan Agreement dated as of November 15, 2005 by and among AgStar Finanical Services, PCA and Verasun Albert City, an Iowa limited liability company, as amended by that certain Amendment No.1 and Waiver to Master Loan Agreement dated as of July 31, 2006, as amended and restated by that certain Amended and Restated Master Loan Agreement dated as of February 26, 2007, as amended by that certain Amendment No. 1 to Amended and Restated Master Loan Agreement dated October 19, 2007, as amended by that certain Amendment No. 2 to Amended and Restated Master Loan Agreement dated November 1, 2007, as further amended by that certain Amendment No. 3 to Amended and Restated Master Loan Agreement dated March 1, 2008, and as further amended by that certain Amendment No. 4 to Amended and Restated Master Loan Agreement dated July 31, 2008 (as amended, the “MLA”); Second Supplement to the Master Loan Agreement (Revolving Loan) dated as of November 15, 2005, as amended by that certain Amendment No. 1 to Second Supplement to the Master Loan Agreement dated as of October 19, 2007, as further amended by that certain Amendment No. 2 to Second Supplement to the Master Loan Agreement dated as of March 1, 2008, and as further amended by that certain Amendment No. 3 to Second Supplement to the Master Loan Agreement dated as of July 31, 2008 (as amended, the “Second Supplement”); Third Supplement to the Master Loan Agreement (Term Loan) dated as of February 26, 2007 (as amended by that certain Amendment No. 1 to Third Supplement to the Master Loan Agreement dated October 19, 2007) (as amended, the “Third Supplement”); and Fourth Supplement to the Master Loan Agreement (“Term Revolving Loan) dated as of February 26, 2007 (as amended by that certain Amendment No. 1 to Fourth Supplement to the Master Loan Agreement dated October 19, 2007) (the “Fourth Supplement”) (the “MLA” and Supplements, as amended the “Prepetition Credit Agreement”).

Unless otherwise expressly defined herein, capitalized terms used herein shall have the same meaning ascribed to them in the Prepetition Credit Agreement or in the Interim Order attached hereto as Exhibit B (the “Interim Order”). Terms and conditions of the proposal are as follows:

Borrower:	VeraSun Albert City, LLC, a Iowa limited liability company, as Debtor in Possession in Bankruptcy Case No. 08-12613 (BLS), United States Bankruptcy Court, District of Delaware (“Borrower’s Chapter 11 Case”).
Postpetition Lender:	AgStar Financial Services, PCA
Guarantor:	U.S. BioEnergy Corporation, a Delaware corporation, as Debtor in Possession in Bankruptcy Case No. 08-12612 (BLS), District of Delaware
Postpetition Revolving Credit Facility:	A revolving credit facility (the “Postpetition Loan”) to be made available to the Borrower, pursuant to the terms of this Term Sheet and the Interim Order in an amount not to exceed $3,000,000.00 as the Interim Facility and, from and after entry of the Final Order, $5,000,000.00 as the aggregate Postpetition Loan, pursuant to the terms of this Term Sheet, the Final Order and the Postpetition Financing Documents (the “Postpetition Commitment”). Advances under the Postpetition Loan are subject to Postpetition Loan Availability until the Postpetition Loan Maturity Date. Amounts borrowed under the Postpetition Loan may be borrowed, repaid, and reborrowed by the Borrower prior to the Postpetition Loan Maturity Date.
Closing Date:	November 3, 2008
Purpose:	Upon entry of the Interim Order and acceptance of this Term Sheet, the Postpetition Lender shall make available to the Borrower the Interim Facility in an amount up to $3,000,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached hereto as Exhibit A, subject to the terms and conditions in the Interim Order, and this Term Sheet; provided, however, that nothing herein or in the Interim Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender.
	Upon entry of the Final Order on or before December 10, 2008 approving the Postpetition Financing Documents, each of which must

2

	be acceptable to the Postpetition Lender and satisfaction of the conditions precedent to closing set forth therein, the Postpetition Lender shall make available to the Borrower Debtor In Possession financing in an aggregate amount up to $5,000,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached to the Final Order, subject to the terms and conditions in the Final Order, this Term Sheet, and the Postpetition Financing Documents; provided, however, that nothing herein or in the Final Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender.
Maturity Date:	The Interim Facility shall mature on the earlier of the entry of the Final Order or December 10, 2008. The Postpetition Loan will mature on November 3, 2009, or on such earlier date as provided in the Interim Order, the Final Order or the Postpetition Financing Documents.
Security:	The Borrower hereby grants to the Postpetition Lender a first priority perfected Security Interest in all of the real and personal property of the Borrower, whether now owned or hereafter acquired (the “Collateral,” as such property is more fully described in the Prepetition Credit Agreement), without any requirement for the execution, delivery, recording or filing of any security agreement, mortgage, deed of trust, financing statement or similar document, instrument or agreement covering such Collateral; provided, however, that the liens and Security Interests granted to the Postpetition Lender under the Interim Order and the Final Order shall not extend to causes of action under Chapter 5 of the Bankruptcy Code or the proceeds thereof. During the term of the Postpetition Loan Borrower shall not grant or permit any Security Interest in the Collateral to any other Person, other than certain permitted liens agreed to by the Postpetition Lender (the “Permitted Liens”). The Borrower shall execute and deliver to the Postpetition Lender all such mortgages, security agreements, control agreements, deeds of trust or other documents and instruments as may be reasonably required by the Postpetition Lender to evidence and secure the Postpetition Loan pursuant to the terms of this Term Sheet, the Interim Order, and the Final Order, and the other Postpetition Financing Documents.
Interest Rate:	The outstanding principal amount of the Postpetition Loan shall bear interest at the LIBOR Rate (as defined in the Prepetition Credit Agreement) plus 700 basis points.

3

	A Default Rate shall apply on the Postpetition Loan as set forth in the Prepetition Credit Agreement.
Postpetition Loan Availability:	Advances under the Postpetition Loan may be made subject to availability of the Postpetition Loan under the Postpetition Credit Agreement, and will be limited to the lesser of the Postpetition Loan Commitment (stated above) and the Borrowing Base (as defined below). The Borrowers shall submit an updated Borrowing Base Certificate (substantially in the form attached to this Term Sheet as Exhibit C) on the Closing Date and may on the Closing Date request an Advance on the Postpetition Loan in an amount not to exceed the lesser of (a) $3,000,000.00 or (b) the Borrowing Base. The Borrower may submit an updated Borrowing Base Certificate on any day, but not less frequently than monthly. The Borrower shall submit an updated Borrowing Base Certificate with each Request for Advance on the Postpetition Loan and at any other time upon request of the Postpetition Lender.
Borrowing Base:	The Borrowing Base shall be an amount equal to: 100% of Eligible Accounts Receivable and 100% of Eligible Inventory, (as such terms are defined in the Prepetition Credit Agreement), as determined in the manner set forth in the Borrowing Base Certificate, attached hereto as Exhibit C. All references in the Prepetition Credit Agreement to Provista Renewable Fuels Marketing LLC shall be amended to refer to “Verasun Marketing LLC”.
Adequate Protection & Interest Payments:	Payment of Adequate Protection Payments (as defined in the Interim Order) and all accrued interest on the Postpetition Loan shall be paid by the Borrower on the first day of each month, beginning on December 1, 2008, and monthly thereafter, and on the Maturity Date, to the Postpetition Lender and to the Agent for the benefit of the Banks, under the Prepetition Credit Agreement; provided, however, the rights of all interested parties to later assert that the Adequate Protection Payments should be re-allocated to principal in accordance with Section 506 of the Bankruptcy Code are reserved. The unpaid balance of the Postpetition Loan is due in its entirety on the Maturity Date. Interest shall be calculated on the actual number of days the Postpetition Loan is outstanding on the basis of a year consisting of 365 days.

4

Conditions Precedent To Closing on the Interim Amount:	•        Entry of the Interim Order; and •        Execution and delivery of this Term Sheet.
Representations and Warranties:	The Postpetition Financing Documents shall contain representations and warranties of the Borrower acceptable to the Lender.
Affirmative Covenants:	The Postpetition Financing Documents shall contain affirmative covenants of the Borrower acceptable to the Lender.
Reports:	So long as Borrower’s obligations under the Postpetition Loan shall remain unpaid or the Postpetition Lender shall have any commitment under the Postpetition Loan, the Borrower shall, unless the Postpetition Lender shall otherwise consent in advance in writing: •        Provide Postpetition Lender with all reports required to be delivered by Borrower under Section 5.01(c) of the Prepetition Credit Agreement. •        Provide Postpetition Lender with all reports filed with the United States Trustee in the Borrower’s Chapter 11 Case.
Negative Covenants:	The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.
Events of Default:	The occurrence of any of the following shall constitute an Event of Default under this Term Sheet: •        Failure to comply with the terms and conditions set forth in this Term Sheet, the Interim Order, the Postpetition Financing Documents, and the Prepetition Credit Agreement (except those Events of Default set forth in Section 6.01(g) of the Prepetition Credit Agreement); and •        if, on or before December 10, 2008, a Final Order approving the Postpetition Financing Documents, acceptable to Postpetition Lender has not been entered.
Remedies:	Upon the occurrence of an Event of Default, as defined in this Term Sheet, the Postpetition Lender: •        shall be entitled to exercise all of the remedies set forth in the Interim Order; and •        the Postpetition Lender shall no longer be obligated to make further Advances to the Borrower under the Postpetition Loan.

5

Commitment and Administration Fees:

Borrower shall pay to Postpetition Lender on the Closing Date a fee equal to one percent (1.0%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Commitment Fee. In addition to the foregoing Commitment Fee and such other fees required or set forth in this Term Sheet or in the Interim Order, Borrower shall pay to Postpetition Lender on the Closing Date an administration fee equal to one-half of one percent (0.5%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Administration Fee.

Expenses:

The Borrower shall reimburse the Postpetition Lender for all reasonable costs and expenses, including legal fees, in connection with the negotiation, documentation, execution, syndication and delivery of the Postpetition Loan and the Borrower’s Bankruptcy. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such fees.

If not acted on, these terms will expire on Tuesday, November 4, 2008 at 5:00 p.m. (CST). Please return a signed copy of this letter to evidence your acceptance of the terms and conditions contained in this Term Sheet.

Sincerely,

/s/    Donald S. Farm

This Term Sheet is accepted this 3 day of

November 2008 by:

Donald S. Farm, Jr.

Senior Vice President, AgriBusiness Capital

AgStar Financial Services, PCA

6

SIGNATURE PAGE TO

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN ALBERT CITY, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12613 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

BORROWER:

VERASUN ALBERT CITY, LLC a Iowa limited liability company

By	/s/    Danny C. Herron
Name:	Danny C. Herron
Title:	President and Chief Financial Officer

GUARANTOR:

US BIOENERGY CORPORATION, a South Dakota corporation

By:	/s/    Danny C. Herron
Name:	Danny C. Herron
Its:	President and Chief Financial Officer

7

EXHIBIT A

DIP BUDGET

8

EXHIBIT B

INTERIM ORDER

9

EXHIBIT C

BORROWING BASE CERTIFICATE

Borrowing Base Calculation

Detailed Calculation

For Month Ending	,
Date Delivered:	,
Reporting Entity     VeraSun

1	Eligible Accounts Receivable
	Intercompany Receivables: The lesser of $0.30 per gallon at 110% of the immediately preceding month’s production or actual Intercompany Receivables not to exceed $3,000,000.00
			$
2	Inventory: Corn or other input feedstock, chemicals, DGS,
	and other byproducts Inventory (lower of cost or market):
	Ending Corn Inventory	$
	Ending Other Input Feedstock and Chemicals Inventory	$
	Ending DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory		$
	(Sum of ending corn, other input feedstock, chemicals
	DGS, Inventory and other byproducts)
3	Ethanol Inventory (lower of cost or market)		$
4	Total Borrowing Base (Total from 1, 2 and 3)		$
5	Outstanding Revolving Line of Credit Loan Balance		$
6	Excess or Deficit (Line 4 minus line 5)		$

Date Prepared                     

BORROWER REPRESENTS AND WARRANTS:

1. With respect to the information in this Borrowing Base Certificate and any accompanying work papers related hereto (i) such information is true, complete and correct as of the date set forth above as the Date Prepared; (ii) no information has been omitted which would make the foregoing misleading; (iii) there has been no significant change in the value of the items set forth on this Borrowing Base Certificate (the “Borrowing Base Collateral”) since the date set forth above as the Date Prepared; and (iv) there exists no Event of Default or any event which with the giving of notice or the passing of time or both would constitute an Event of Default.

10

2. The Borrowing Base Collateral and the amounts reflected in this Borrowing Base Certificate (i) are genuine and in all respects are what they purport to be: (ii) presently are and will continue at all times to be subject to Postpetition Lender’ duly perfected, first priority security interest and no other lien; and (iii) to the best of Borrower’s knowledge comply in all material respects with the eligibility criteria for any Borrowing Base items, respectively, and to the best of Borrower’s knowledge comply in all material respects with the representations and warranties contained in the Security Agreement.

The undersigned certifies that the amounts shown are true and correct from Borrower’s accounts and records as of the Date Prepared as indicated above, and there have been no material adverse changes therein since the above date. The information provided in the Borrowing Base Certificate is consistent with the requirements of the Postpetition Credit Agreement.

Approved and Certified By:

VERASUN ALBERT CITY, LLC

Its:

11

EX-10.6

Exhibit 10.6

Execution Copy

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN DYERSVILLE, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12617 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

November 3, 2008

AGSTAR FINANCIAL SERVICES, PCA, as Postpetition Lender, hereby provides VERASUN DYERSVILLE, LLC, a Delaware limited liability company (the “Borrower”) with the following financing proposal.

Reference is made herein to the following Prepetition Credit Agreement:

Credit Agreement dated as of February 7, 2007, by and among VeraSun Dyersville, a Delaware limited liability company, AgStar Financial Services, PCA, the commercial, banking or financial institutions whose signatures appear on the signature pages thereof (AgStar and such commercial, banking or financial institutions are sometimes hereinafter collectively the “Banks” and individually a “Bank”), and AgStar Financial Services, PCA for itself and the other Banks; as the same has been amended by that certain Amendment No. 1 to Credit Agreement dated October 19, 2007, and that certain Amendment No. 2 to Credit Agreement dated November 1, 2007, and that certain Amendment No. 3 to Credit Agreement dated July 31, 2007, and that certain Amendment No. 4 to Credit Agreement dated as of October 23, 2008 (as amended the “Prepetition Credit Agreement”).

Unless otherwise expressly defined herein, capitalized terms used herein shall have the same meaning ascribed to them in the Prepetition Credit Agreement or in the Interim Order attached hereto as Exhibit B (the “Interim Order”). Terms and conditions of the proposal are as follows:

Borrower:	VeraSun Dyersville, LLC, a Delaware limited liability company, as Debtor in Possession in Bankruptcy Case No. 08-12617 (BLS), United States Bankruptcy Court, District of Delaware (“Borrower’s Chapter 11 Case”).
Postpetition Lender:	AgStar Financial Services, PCA
Guarantor:	U.S. BioEnergy Corporation, a Delaware corporation, as Debtor in Possession in Bankruptcy Case No. 08-12612 (BLS), District of Delaware

Postpetition Revolving Credit Facility:	A revolving credit facility (the “Postpetition Loan”) to be made available to the Borrower, pursuant to the terms of this Term Sheet and the Interim Order in an amount not to exceed $3,000,000.00 as the Interim Facility and, from and after entry of the Final Order, $5,000,000.00 as the aggregate Postpetition Loan, pursuant to the terms of this Term Sheet, the Final Order and the Postpetition Financing Documents (the “Postpetition Commitment”). Advances under the Postpetition Loan are subject to Postpetition Loan Availability until the Postpetition Loan Maturity Date. Amounts borrowed under the Postpetition Loan may be borrowed, repaid, and reborrowed by the Borrower prior to the Postpetition Loan Maturity Date.
Closing Date:	November 3, 2008
Purpose:	Upon entry of the Interim Order and acceptance of this Term Sheet, the Postpetition Lender shall make available to the Borrower the Interim Facility in an amount up to $3,000,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached hereto as Exhibit A, subject to the terms and conditions in the Interim Order, and this Term Sheet; provided, however, that nothing herein or in the Interim Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender. Upon entry of the Final Order on or before December 10, 2008 approving the Postpetition Financing Documents, each of which must be acceptable to the Postpetition Lender and satisfaction of the conditions precedent to closing set forth therein, the Postpetition Lender shall make available to the Borrower Debtor In Possession financing in an aggregate amount up to $5,000,000.00 for the Borrower’s working capital needs as itemized in the DIP Budget attached to the Final Order, subject to the terms and conditions in the Final Order, this Term Sheet, and the Postpetition Financing Documents; provided, however, that nothing herein or in the Final Order shall bind the Postpetition Lender to any Plan incorporating the terms set forth in this Term Sheet or the Postpetition Financing Documents, without the prior express written consent of the Postpetition Lender.
Maturity Date:	The Interim Facility shall mature on the earlier of the entry of the Final Order or December 10, 2008.

2

	The Postpetition Loan will mature on November 3, 2009, or on such earlier date as provided in the Interim Order, the Final Order or the Postpetition Financing Documents.
Security:	The Borrower hereby grants to the Postpetition Lender a first priority perfected Security Interest in all of the real and personal property of the Borrower, whether now owned or hereafter acquired (the “Collateral,” as such property is more fully described in the Prepetition Credit Agreement), without any requirement for the execution, delivery, recording or filing of any security agreement, mortgage, deed of trust, financing statement or similar document, instrument or agreement covering such Collateral; provided, however, that the liens and Security Interests granted to the Postpetition Lender under the Interim Order and the Final Order shall not extend to causes of action under Chapter 5 of the Bankruptcy Code or the proceeds thereof. During the term of the Postpetition Loan Borrower shall not grant or permit any Security Interest in the Collateral to any other Person, other than certain permitted liens agreed to by the Postpetition Lender (the “Permitted Liens”). The Borrower shall execute and deliver to the Postpetition Lender all such mortgages, security agreements, control agreements, deeds of trust or other documents and instruments as may be reasonably required by the Postpetition Lender to evidence and secure the Postpetition Loan pursuant to the terms of this Term Sheet, the Interim Order, and the Final Order, and the other Postpetition Financing Documents.
Interest Rate:	The outstanding principal amount of the Postpetition Loan shall bear interest at the LIBOR Rate (as defined in the Prepetition Credit Agreement) plus 700 basis points. A Default Rate shall apply on the Postpetition Loan as set forth in the Prepetition Credit Agreement.
Postpetition Loan Availability:	Advances under the Postpetition Loan may be made subject to availability of the Postpetition Loan under the Postpetition Credit Agreement, and will be limited to the lesser of the Postpetition Loan Commitment (stated above) and the Borrowing Base (as defined below). The Borrowers shall submit an updated Borrowing Base Certificate (substantially in the form attached to this Term Sheet as Exhibit C) on the Closing Date and may on the Closing Date request an Advance on the Postpetition Loan in an amount not to exceed the lesser of (a) $3,000,000.00 or (b) the Borrowing Base.

3

	The Borrower may submit an updated Borrowing Base Certificate on any day, but not less frequently than monthly. The Borrower shall submit an updated Borrowing Base Certificate with each Request for Advance on the Postpetition Loan and at any other time upon request of the Postpetition Lender.
Borrowing Base:	The Borrowing Base shall be an amount equal to: 100% of Eligible Accounts Receivable and 100% of Eligible Inventory, (as such terms are defined in the Prepetition Credit Agreement), as determined in the manner set forth in the Borrowing Base Certificate, attached hereto as Exhibit C. All references in the Prepetition Credit Agreement to Provista Renewable Fuels Marketing LLC shall be amended to refer to “Verasun Marketing LLC”.
Adequate Protection & Interest Payments:	Payment of Adequate Protection Payments (as defined in the Interim Order) and all accrued interest on the Postpetition Loan shall be paid by the Borrower on the first day of each month, beginning on December 1, 2008, and monthly thereafter, and on the Maturity Date, to the Postpetition Lender and to the Agent for the benefit of the Banks, under the Prepetition Credit Agreement; provided, however, the rights of all interested parties to later assert that the Adequate Protection Payments should be re-allocated to principal in accordance with Section 506 of the Bankruptcy Code are reserved. The unpaid balance of the Postpetition Loan is due in its entirety on the Maturity Date. Interest shall be calculated on the actual number of days the Postpetition Loan is outstanding on the basis of a year consisting of 365 days.
Conditions Precedent To Closing on the Interim Amount:	•        Entry of the Interim Order; and •        Execution and delivery of this Term Sheet.
Representations and Warranties:	The Postpetition Financing Documents shall contain representations and warranties of the Borrower acceptable to the Lender.
Affirmative Covenants:	The Postpetition Financing Documents shall contain affirmative covenants of the Borrower acceptable to the Lender.
Reports:	So long as Borrower’s obligations under the Postpetition Loan shall remain unpaid or the Postpetition Lender shall have any commitment under the Postpetition Loan, the Borrower shall, unless the Postpetition Lender shall otherwise consent in advance in writing:

4

	•        Provide Postpetition Lender with all reports required to be delivered by Borrower under Section 5.01(c) of the Prepetition Credit Agreement. •        Provide Postpetition Lender with all reports filed with the United States Trustee in the Borrower’s Chapter 11 Case.
Negative Covenants:	The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.
Events of Default:	The occurrence of any of the following shall constitute an Event of Default under this Term Sheet: •        Failure to comply with the terms and conditions set forth in this Term Sheet, the Interim Order, the Postpetition Financing Documents, and the Prepetition Credit Agreement (except those Events of Default set forth in Section 6.01(g) of the Prepetition Credit Agreement); and •        if, on or before December 10, 2008, a Final Order approving the Postpetition Financing Documents, acceptable to Postpetition Lender has not been entered.
Remedies:	Upon the occurrence of an Event of Default, as defined in this Term Sheet, the Postpetition Lender: •        shall be entitled to exercise all of the remedies set forth in the Interim Order; and •        the Postpetition Lender shall no longer be obligated to make further Advances to the Borrower under the Postpetition Loan.
Commitment and Administration Fees:	Borrower shall pay to Postpetition Lender on the Closing Date a fee equal to one percent (1.0%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Commitment Fee. In addition to the foregoing Commitment Fee and such other fees required or set forth in this Term Sheet or in the Interim Order, Borrower shall pay to Postpetition Lender on the Closing Date an administration fee equal to one-half of one percent (0.5%) of the aggregate Postpetition Loan Commitment. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such Administration Fee.
Expenses:	The Borrower shall reimburse the Postpetition Lender for all reasonable costs and expenses, including legal fees, in connection with the negotiation, documentation, execution, syndication and delivery of the Postpetition Loan and the Borrower’s Bankruptcy. Postpetition Lender is authorized to advance from the Postpetition Loan an amount equal to such fees.

5

If not acted on, these terms will expire on Tuesday, November 4, 2008 at 5:00 p.m. (CST). Please return a signed copy of this letter to evidence your acceptance of the terms and conditions contained in this Term Sheet.

Sincerely,

/s/    Donald S. Farm

This Term Sheet is accepted this 3 day of November 2008 by:

Donald S. Farm, Jr.

Senior Vice President, AgriBusiness Capital

AgStar Financial Services, PCA

6

SIGNATURE PAGE TO

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN DYERSVILLE, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12617 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

BORROWER:

VERASUN DYERSVILLE, LLC a Delaware limited liability company

By	/s/    Danny C. Herron
Name:	Danny C. Herron
Title:	President and Chief Financial Officer
GUARANTOR:

US BIOENERGY CORPORATION, a South Dakota corporation

By:	/s/    Danny C. Herron
Name:	Danny C. Herron
Its:	President and Chief Financial Officer

7

EXHIBIT A

DIP BUDGET

8

EXHIBIT B

INTERIM ORDER

9

EXHIBIT C

BORROWING BASE CERTIFICATE

Borrowing Base Calculation

Detailed Calculation

For Month Ending	,
Date Delivered:	,
Reporting Entity     VeraSun

1	Eligible Accounts Receivable
	Intercompany Receivables: The lesser of $0.30 per gallon at 110% of the immediately preceding month’s production or actual Intercompany Receivables not to exceed $3,000,000.00
			$
2	Inventory: Corn or other input feedstock, chemicals, DGS,
	and other byproducts Inventory (lower of cost or market):
	Ending Corn Inventory	$
	Ending Other Input Feedstock and Chemicals Inventory	$
	Ending DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory	$
	Total Corn, Other Input Feedstock & Chemicals, DGS & other byproducts Inventory		$
	(Sum of ending corn, other input feedstock, chemicals
	DGS, Inventory and other byproducts)
3	Ethanol Inventory (lower of cost or market)		$
4	Total Borrowing Base (Total from 1, 2 and 3)		$
5	Outstanding Revolving Line of Credit Loan Balance		$
6	Excess or Deficit (Line 4 minus line 5)		$

Date Prepared                     

BORROWER REPRESENTS AND WARRANTS:

1. With respect to the information in this Borrowing Base Certificate and any accompanying work papers related hereto (i) such information is true, complete and correct as of the date set forth above as the Date Prepared; (ii) no information has been omitted which would make the foregoing misleading; (iii) there has been no significant change in the value of the items set forth on this Borrowing Base Certificate (the “Borrowing Base Collateral”) since the date set forth above as the Date Prepared; and (iv) there exists no Event of Default or any event which with the giving of notice or the passing of time or both would constitute an Event of Default.

10

2. The Borrowing Base Collateral and the amounts reflected in this Borrowing Base Certificate (i) are genuine and in all respects are what they purport to be: (ii) presently are and will continue at all times to be subject to Postpetition Lender’ duly perfected, first priority security interest and no other lien; and (iii) to the best of Borrower’s knowledge comply in all material respects with the eligibility criteria for any Borrowing Base items, respectively, and to the best of Borrower’s knowledge comply in all material respects with the representations and warranties contained in the Security Agreement.

The undersigned certifies that the amounts shown are true and correct from Borrower’s accounts and records as of the Date Prepared as indicated above, and there have been no material adverse changes therein since the above date. The information provided in the Borrowing Base Certificate is consistent with the requirements of the Postpetition Credit Agreement.

Approved and Certified By:

VERASUN DYERSVILLE, LLC

Its:

11

EX-10.7

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

VeraSun Energy Corporation -2- November 3, 2008

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.

VeraSun Energy Corporation -3- November 3, 2008

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

VeraSun Energy Corporation -4- November 3, 2008

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

VeraSun Energy Corporation -5- November 3, 2008

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

VeraSun Energy Corporation -6- November 3, 2008

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.

Very truly yours,
TRILOGY PORTFOLIO COMPANY, LLC
By:	Trilogy Capital, LLC
	as Investment Manager
By	/s/ Paul S. Greenberg
Name:	Paul S. Greenberg
Title:	Principal
TRILOGY SPECIAL SITUATIONS MASTER FUND, LTD.
By:	Trilogy Capital, LLC
	as Investment Manager
By	/s/ Paul S. Greenberg
Name:	Paul S. Greenberg
Title:	Principal
MARINER LDC
By:	Mariner Investment Group, LLC
	as Investment Manager
By	/s/ John Kelty
Name:	John Kelty
Title:	Authorized Signatory

[Signature Page to Commitment Letter]

AIG GLOBAL INVESTMENT CORP., on behalf of various of its investment advisory and sub-advisory clients
By	/s/ Tim Lindvall
Name:	Tim Lindvall
Title:	Vice President
AIG SUNAMERICA ASSET MANAGEMENT CORP., as Investment Advisor
By	/s/ Tim Lindvall
Name:	Tim Lindvall
Title:	Portfolio Manager

[Signature Page to Commitment Letter]

WAYZATA OPPORTUNITIES FUND II, L.P.
	By:	WOF II GP, L.P., its General Partner
		By:	WOF II GP LLC, its General Partner
By	/s/ Patrick J. Halloran
Name:	Patrick J. Halloran
Title:	Authorized Signatory
WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P.
	By:	WOF Offshore II GP, LLC, its General Partner
		By:	Wayzata Investment Partners, LLC, its Manager
By	/s/ Patrick J. Halloran
Name:	Patrick J. Halloran
Title:	Authorized Signatory

[Signature Page to Commitment Letter]

ACCEPTED AND AGREED TO

AS OF NOVEMBER 3, 2008

VERASUN ENERGY CORPORATION, as VSE Borrower

By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

VERASUN GRANITE CITY, LLC, as VSE Guarantor

By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

VERASUN REYNOLDS, LLC, as VSE Guarantor

By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

VERASUN BIODIESEL, LLC, as VSE Guarantor

By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

VERASUN LITCHFIELD, LLC, as VSE Guarantor

By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

[Signature Page to Commitment Letter]

VERASUN TILTON, as VSE Guarantor
By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

VERASUN AURORA CORPORATION, as VSE Guarantor

By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

VERASUN CHARLES CITY, LLC, as VSE Guarantor

By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

VERASUN MARKETING, LLC, as VSE Guarantor

By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

VERASUN WELCOME, LLC, as VSE Guarantor

By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

VERASUN FORT DODGE, LLC, as VSE Guarantor

By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

[Signature Page to Commitment Letter]

VERASUN HARTLEY, LLC, as VSE Guarantor
By	/s/ Danny C. Herron
Name:	Danny C. Herron
Title:	Chief Financial Officer

[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.

BORROWER:	VeraSun Energy Corporation (the “VSE Borrower”), a debtor-in-possession in the cases (the “Cases”) pending with respect to the VSE Borrower and its subsidiaries under chapter 11 of Title 11 of the United States Code (as amended, the “Bankruptcy Code”) filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
GUARANTORS:	Each of the subsidiaries of the VSE Borrower identified as such on Exhibit A hereto (the “VSE Guarantors” and, collectively with the VSE Borrower, the “VSE Obligors”).
DIP LENDERS:	Each of the entities identified as such, and having the commitments set forth, on Exhibit A hereto, as such schedule may be amended prior to the entry of the Final Order referred to below (collectively, the “VSE DIP Lenders”).
DIP ADMINISTRATIVE AGENT:	To be determined (the “VSE DIP Administrative Agent”).
DIP FACILITIES:	Debtor-in-possession triple-draw term loans in an aggregate principal amount, after giving effect to the Roll Up (as defined below), of not less than $160,650,000 and not more than $190,000,000 (the “VSE DIP Loans”).
CLOSING DATE:	November 3, 2008, upon the entry of the Interim Order (as defined below) (such date, the “Closing Date”), or on such later date as the Interim Order shall be entered but in no event later than 3 business days after the date of the commencement of the Cases (the “Petition Date”).

DOCUMENTATION:

Definitive financing documentation with respect to the VSE DIP Loans satisfactory in form and substance to the VSE DIP Administrative Agent and the VSE DIP Lenders and approved by the Bankruptcy Court (the “VSE DIP Loan Documentation”). Such VSE DIP Loan Documentation shall be executed and delivered by the parties thereto on or prior to November 17, 2008 (the date on which such events occur, the “Definitive Documentation Date”), and shall be approved by the Bankruptcy Court upon entry of the Final Order; provided that, in the event no such VSE DIP Loan Documentation is executed and delivered by the VSE Obligors on or prior to November 17, 2008, the VSE Obligors shall be considered in default and the VSE DIP Loans become immediately due and payable.

USE OF PROCEEDS:

VSE DIP Loans will be used for (a) (i) working capital and general corporate purposes of the VSE Obligors (specifically excluding expenses of any other subsidiaries of the VSE Borrower that are not VSE Obligors, except for such corporate overhead charges that are allocated to the VSE Obligors based on the Capacity (as defined below) of each Division (as defined below) and (ii) bankruptcy-related costs and expenses (subject to the Carve-Out (as defined below) limitations and limited to the VSE DIP Percentage (as defined below) of the aggregate amount of the VSE Obligors’ bankruptcy-related costs and expenses), in each case (other than during the period prior to the Definitive Documentation Date) in accordance with a 13-week budget, as such budget shall be updated for subsequent 13-week periods in form and substance acceptable to the VSE DIP Lenders no later than four weeks prior to the end of the period covered by the then-existing budget (as so updated and as otherwise amended from time to time with the consent of the VSE DIP Lenders, the “Approved Budget”) and (b) from and after entry of the Final Order, the discharge of a portion of the indebtedness represented by the 2012 Senior Secured Notes beneficially held by each VSE DIP Lender as of the Petition Date as described under “Roll Up” below. The initial Approved Budget shall be provided no later than the Definitive Documentation Date. In preparing an Approved Budget, corporate overhead of the Borrower shall be allocated among each of the three direct subsidiaries of the Borrower and their respective wholly-owned subsidiaries (each, a “Division”) according to the operating capacity of each of the Divisions, whether or not plants within a division are actually operating (“Capacity”), provided that the percentage so derived shall in no event exceed 34% (the percentage as so derived and capped, the “VSE DIP Percentage”). Any amendments or modifications to the Approved Budget then in effect, and each subsequent Approved Budget, must be consented to in writing by the VSE DIP Administrative Agent with the consent of the Required VSE DIP Lenders (as defined below) prior to the implementation thereof. The VSE DIP Loans shall be funded into a segregated cash collateral account subject to the control of, and a first priority lien in favor of, the VSE DIP Administrative Agent for the benefit of the VSE DIP Lenders and shall be disbursed solely in accordance with the Approved Budget (other than during the period prior

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	to the Definitive Documentation Date, during which period the other provisions applicable to use of proceeds in this paragraph and in the following paragraph shall remain applicable).
	None of the proceeds of the VSE DIP Loans shall be used in connection with (a) the investigation (including discovery proceedings), initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the VSE DIP Administrative Agent or the VSE DIP Lenders, or (b) the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the holders of any of the Securities (as defined in the 2012 Senior Secured Notes Indenture) issued pursuant to the 2012 Senior Secured Notes Indenture (the “2012 Senior Secured Noteholders”) or the 2012 Senior Secured Notes Trustee.
AVAILABILITY:	Subject to the terms and conditions of this Summary of Indicative Terms and Conditions, (i) $15,000,000 of proceeds of the VSE DIP Loans will be made available upon entry of the Interim Order (as defined below), (ii) an additional $10,000,000 of proceeds of the VSE DIP Loans will be made available on the Definitive Documentation Date, and (iii) no less than an additional $135,650,000 of proceeds of the VSE DIP Loans will be made available upon entry of the Final Order (as defined below), (x) inclusive of amounts applied to discharge the indebtedness allocable to the VSE DIP Lenders with respect to the 2012 Senior Secured Notes beneficially held by each VSE DIP Lender as of the Petition Date as described under “Roll Up” below and (y) exclusive of the amount of accrued and unpaid interest on the 2012 Senior Secured Notes that are subject to the Roll Up provisions below, which amount of interest shall be added to the principal amount of VSE DIP Loans. In addition, at the election of the VSE DIP Lenders, the amount of VSE DIP Loans may be increased prior to the entry of the Final Order so that, after giving effect to such additional VSE DIP Loans, the aggregate amount of VSE DIP Loans outstanding (including VSE DIP Loans used to discharge indebtedness allocable to the VSE DIP Lenders with respect to the 2012 Senior Secured Notes beneficially held by each VSE DIP Lender as of the Petition Date) does not exceed $190,000,000 (plus the amount of accrued and unpaid interest on the 2012 Senior Secured Notes that are subject to the Roll Up provisions below). Any increase of the VSE DIP Loans (other than by AIG Global Investment Corp. on behalf of various of its investment advisory and sub-advisory clients (“AIG Investments”, prior to the entry of the Final Order) shall require the consent of all of the VSE DIP Lenders.
ROLL UP:	Pursuant to the Final Order, the indebtedness represented by the 2012 Senior Secured Notes beneficially held by each VSE DIP Lender on the Petition Date shall be discharged with proceeds of the VSE DIP Loans as provided on Exhibit A; provided, the aggregate amount of indebtedness represented by the 2012 Senior Secured Notes so discharged shall not in the aggregate exceed the aggregate amount of VSE DIP Loans advanced by the VSE DIP Lenders as of the date of, or following entry of, the Final Order (without regard to the portion of such VSE DIP Loans

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applied to discharge of 2012 Senior Secured Notes) by more than 10% (excluding the amount of any accrued and unpaid interest on the 2012 Senior Secured Notes, which accrued and unpaid interest shall in any event be added to the amount of the VSE DIP Loans of each VSE DIP Lender on the date of the making of the final advance of the VSE DIP Loans). The VSE DIP Lenders shall, in accordance with the procedures of DTC, cause the transfer of the applicable amount of 2012 Senior Secured Notes to the VSE Borrower for surrender to the 2012 Senior Secured Notes Trustee for cancellation and discharge. The VSE Borrower shall pay directly to the transferring VSE DIP Lender all accrued and unpaid interest on the 2012 Senior Secured Notes so transferred in cash in immediately available funds. All VSE DIP Loans, whether in respect of amounts advanced for working capital purposes or in connection with the discharge of existing 2012 Senior Secured Notes, shall be of equal stature and entitled to identical treatment. Notwithstanding the foregoing, if any obligation of the VSE Obligors owing to a VSE DIP Lender in respect of the VSE DIP Loans as a result of such discharge is avoided, disallowed, set aside, or otherwise invalidated, in whole or in part, in any judicial proceeding or otherwise, the aggregate principal amount of 2012 Senior Secured Notes held by such VSE DIP Lender prior to the discharge, to the extent theretofore avoided, disallowed, set aside, or otherwise invalidated, shall be reinstated in full force and effect and all guarantees and security in respect thereof shall be restored.

PRIORITY:

All VSE DIP Loans and other liabilities and obligations of the VSE Obligors to the VSE DIP Administrative Agent and the VSE DIP Lenders under the VSE DIP Loan Documentation shall be: (i) pursuant to section 364(c)(1) of the Bankruptcy Code, entitled to superpriority administrative expense claim status in the Cases of the VSE Obligors over any and all administrative expenses (and pari passu with the superpriority claims granted in respect of use of cash collateral by the Prepetition Collateral Agent), whether heretofore or hereafter incurred, of the kind specified in sections 503(b) or 507(b) of the Bankruptcy Code (but subject to the Carve-Out); (ii) pursuant to section 364(d) of the Bankruptcy Code, secured by a first priority, priming and senior security interest and lien granted to the VSE DIP Administrative Agent, for the benefit of the VSE DIP Lenders (the “VSE Priming DIP Liens”) in and on all now existing and hereafter acquired assets of any kind or nature of the VSE Obligors (the “VSE Collateral”) except for the following assets of the Prepetition Borrower Representative and the Prepetition Borrowers (as to which the VSE DIP Administrative Agent shall be granted, for the benefit of the VSE DIP Lenders, a silent security interest and lien immediately junior to the Prepetition Collateral Agent Liens and the Collateral Agent Adequate Protection Liens (each as defined below)) (a) all accounts receivable and inventory, and all cash proceeds (including cash insurance proceeds thereof), products, accessions, rents and profits of or in respect of any

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and all of the foregoing, and (b) all deposit accounts and securities accounts into which the cash proceeds of the accounts receivable and inventory are deposited, in each case existing as of the Petition Date (the “Prepetition Credit Agreement Collateral”) and as to which the Prepetition Collateral Agent has a valid, perfected and unavoidable existing lien (the “Prepetition Collateral Agent Liens”); and (x) any of the accounts receivable and inventory, and all cash proceeds (including cash insurance proceeds thereof), products, accessions, rents and profits of or in respect of any and all of the foregoing, and (y) all deposit accounts and securities accounts into which the cash proceeds of the accounts receivable and inventory are deposited, in each case whether owned or in existence as of the Petition Date or thereafter acquired or arising, that are subject to any liens granted after the commencement of the Cases to provide adequate protection in respect of any of the Prepetition Collateral Agent Liens (the “Collateral Agent Adequate Protection Liens”). All existing liens, rights and interests granted to or for the benefit of the 2012 Senior Secured Noteholders under the 2012 Senior Secured Notes Indenture and other related documents (the “Prepetition 2012 Senior Secured Notes Liens”) shall be primed and made subject to and subordinate to the VSE Priming DIP Liens, which shall also prime any liens granted after the commencement of the Cases to provide adequate protection in respect of any of the Prepetition 2012 Senior Secured Notes Indenture Liens (the “2012 Senior Secured Notes Adequate Protection Liens” and, together with the Prepetition 2012 Senior Secured Notes Indenture Liens, the “Primed 2012 Senior Secured Notes Liens”), and the VSE Priming DIP Liens shall not be subject to subordination to any other liens or security interests (whether or not presently existing) other than the Collateral Agent Adequate Protection Liens, to which VSE Priming DIP Liens shall be junior; and

(iii) pursuant to section 364(c) of the Bankruptcy Code, secured by a silent second priority security interest and lien not subject to subordination, in and on all VSE Collateral that is subject to the Prepetition Collateral Agent Liens or the Collateral Agent Adequate Protection Liens and senior to any and all other liens presently existing or hereinafter granted on such VSE Collateral (the “Second Priority VSE DIP Liens”);

subject in each case only to permitted exceptions to be agreed upon in writing by the VSE DIP Lenders in their sole discretion, and (x) in the event of the occurrence and during the continuance of an Event of Default (as defined below), the payment of allowed and unpaid professional fees and disbursements incurred by the VSE Obligors (excluding any incurred and unpaid professional fees and expenses of the VSE DIP Administrative Agent or VSE DIP Lenders payable pursuant to the Interim Order or the Final Order) and any statutory committees appointed in the Cases in an aggregate amount not in excess of the sum of (i) $1,000,000 plus (ii) the VSE DIP Percentage multiplied by all unpaid professional fees and disbursements incurred prior to the occurrence of an Event of Default to the extent allowed by the Bankruptcy Court at any time and (y) the payment of fees pursuant to 28 U.S.C. § 1930 to the extent related to the Cases of the VSE Obligors (clauses (x) and (y), together, the “Carve-Out”).

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	In light of the Roll Up described above, notwithstanding anything herein to the contrary, the claims, liens and security interests granted to the VSE DIP Lenders shall not extend to causes of action under Chapter 5 of the Bankruptcy Code or the proceeds thereof.
CONDITIONS TO PRIMING:	The 2012 Senior Secured Noteholders under the 2012 Senior Secured Notes Indenture, whose liens are primed as described in clause (ii) of “Priority” above, shall receive, for adequate protection for such priming, current interest at the non-default rate on the 2012 Senior Secured Notes, a silent junior lien on any and all existing or hereafter acquired assets of any kind or nature of the VSE Obligors, junior to the (i) VSE Priming DIP Liens, (ii) Second Priority VSE DIP Liens, and (iii) Prepetition Collateral Agent Liens, and senior to any and all other liens presently existing or hereafter granted on VSE Collateral. In addition, the VSE Borrower will pay the reasonable costs and expenses of the ad hoc group of noteholders (including, without limitation, Trilogy, Eaton Vance, Wayzata, AIG Investments and such other holders that may join the ad hoc group, collectively, the “Ad Hoc Group”) and their advisors (limited to one New York law firm, one Delaware law firm and one financial advisory firm) in connections with the Cases, and the VSE Borrower shall consent and request that the Ad Hoc Group use the same advisors as the VSE DIP Administrative Agent and the VSE DIP Lenders.
COLLATERAL:	All now existing and hereafter acquired assets of any kind or nature of the VSE Obligors (defined above as the VSE Collateral).
COMPENSATION	As a material inducement to the VSE DIP Lenders to make the VSE DIP Loans, the VSE Borrower agrees to compensate the VSE DIP Lenders, from and after the entry of the Interim Order, as set forth below.
ORIGINATION FEE:	A fee equal to (i) 2.00% multiplied by (ii) the full aggregate principal amount of the VSE DIP Loans made on or following (without duplication) (x) the Closing Date, (y) the Definitive Documentation Date, and (z) the date of entry of the Final Order, shall be due and payable to the VSE DIP Administrative Agent for the account of the VSE DIP Lenders on such funding dates.
EXIT FEE:	Except as provided in the following sentence, the VSE Borrower shall pay, in connection with any optional, mandatory or other prepayment of VSE DIP Loans, in whole or in part, on any date when the VSE DIP Loans are so repaid, an amount equal to 5.00% of the amount so prepaid or the amount of the VSE DIP Loans then payable. If the VSE DIP Loans are repaid in full on a date specified in clause (a) or clause (c) of the Maturity Date referred to below, the amount of the fee otherwise payable pursuant to this paragraph shall equal 2.00% of the amount of the VSE DIP Loans then repaid.

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INTEREST RATE:	16.5% per annum, payable monthly in arrears on the last day of each month.
DEFAULT RATE:	At all times while a default exists, principal, interest and other amounts shall bear interest at a rate per annum equal to 2.00% in excess of the interest rate set forth in “Interest Rate” above.
MATURITY DATE:	The earliest to occur of (a) one year from the Closing Date, (b) 32 days after entry by the Bankruptcy Court of the interim order approving the VSE DIP Loans in the Cases (the “Interim Order”), if the final order approving the VSE DIP Loans (the “Final Order”) has not been entered by the Bankruptcy Court in the Cases prior to the expiration of such 32-day period (the “Prepayment Date”), (c) the effective date of a plan of reorganization of the VSE Obligors (a “Plan”) that is confirmed pursuant to an order entered by the Bankruptcy Court in the Cases for the VSE Obligors, and (d) the acceleration of the VSE DIP Loans and the termination of the commitments to make the VSE DIP Loans in accordance with the terms of the VSE DIP Loan Documentation.
AMORTIZATION:	None.
YIELD PROTECTION AND INCREASED COSTS; TAXES:	Standard yield protection and indemnification, including capital adequacy requirements, will be incorporated into the VSE DIP Loan Documentation that will satisfactorily compensate the VSE DIP Lenders in the event that any changes in law, requirement, guideline or request of relevant authorities shall increase costs, reduce payments or earnings, or increase capital requirements.
	The VSE DIP Loan Documentation will provide that all payments are to be made free and clear of any taxes (other than franchise taxes and taxes on overall net income), imposts, assessments, withholdings or other deductions whatsoever, and to the extent applicable, the VSE DIP Loan Documentation will provide for any gross-up for withholding.
OPTIONAL PREPAYMENTS:	The VSE Borrower may prepay the VSE DIP Loans in whole or in part at any time. All optional prepayments shall be applied to the VSE DIP Loans in accordance with the application of payment provisions set forth in “Mandatory Prepayments” below.
MANDATORY PREPAYMENTS:	The following amounts shall be applied to prepay the VSE DIP Loans (with additions and modifications to permit and take account of the VSE DIP Loans and others which are usual and customary for debtor-in-possession financings):
	1.      100% of the net proceeds of any sale or issuance of equity securities or incurrence of certain indebtedness after the Closing Date by the VSE Borrower or any VSE Guarantor.

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	2.      100% of the net proceeds of any sale or other disposition by the VSE Borrower or any VSE Guarantor of any material assets (except for the sale of inventory in the ordinary course of business and certain other sales to be agreed on). 3.      100% of the net proceeds of certain extraordinary receipts (including tax refunds, indemnity payments, pension reversions, acquisition purchase price adjustments and insurance proceeds not included as proceeds of asset dispositions) by the VSE Borrower or any VSE Guarantor. Notwithstanding the foregoing, no reinvestment with any proceeds of any extraordinary receipts, asset sales or other proceeds described above shall be permitted without the written consent of the VSE DIP Lenders. Prepayments will be applied (a) first, to pay accrued and unpaid interest on, and fees and expenses in respect of, the VSE DIP Loans and the other obligations under the VSE DIP Loan Documentation; and (b) second to repay any principal amounts or other obligations outstanding in respect of the VSE DIP Loans.
CONDITIONS PRECEDENT:	The several obligations of the VSE DIP Lenders to make, or cause one of their respective affiliates to make, the VSE DIP Loans will be conditioned upon satisfaction or waiver of, among other things, (i) the entry by the Bankruptcy Court of the Interim Order, with respect to the first advance of the VSE DIP Loans as set forth on Exhibit A, (ii) the occurrence of the Definitive Documentation Date, with respect to the second advance of the VSE DIP Loans as set forth on Exhibit A, (iii) the entry of the Final Order, with respect to the third advance of the VSE DIP Loans as set forth on Exhibit A, and (iv) the applicable conditions precedent listed on Schedule I hereto.
REPRESENTATIONS AND WARRANTIES:	The VSE DIP Loan Documentation shall contain representations and warranties customary for debtor-in-possession financings and other terms deemed appropriate by the VSE DIP Administrative Agent and the VSE DIP Lenders, including, without limitation:
	1.      Accuracy of financial statements and other information (including pro forma financial statements); accuracy and completeness of disclosure; absence of undisclosed liabilities; and accuracy and completeness of disclosure with respect to the “Welcome” plant, which shall be included as an exhibit to the VSE DIP Loan Documentation. 2.      No Material Adverse Change (as defined in Schedule I) subsequent to the Petition Date. 3.      Entity existence, status, power and authority.

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	4.      Due authorization, execution and delivery of the VSE DIP Loan Documentation; legality, validity, binding effect and enforceability of the VSE DIP Loan Documentation. 5.      Execution, delivery, and performance of the VSE DIP Loan Documentation do not violate law or other contractual obligations enforceable against the VSE Obligors without further action by the Bankruptcy Court. 6.      No material litigation; no government or regulatory approvals required for execution, delivery and performance of the VSE DIP Loan Documentation, other than approvals in effect. 7.      No default under the VSE DIP Loan Documentation. 8.      Ownership of properties and necessary rights to intellectual property. 9.      Liens. 10.    Use of proceeds. 11.    Labor matters. 12.    Compliance with laws and regulations, including ERISA, Patriot Act and other counter-terrorism laws and applicable environmental laws and regulations. 13.    Payment of taxes. 14.    Insurance. 15.    Compliance with Federal Reserve regulations. 16.    Inapplicability of the Investment Company Act. 17.    Ownership of the VSE Borrower and its subsidiaries. 18.    Validity, priority and perfection of security interests in the VSE Collateral.
AFFIRMATIVE COVENANTS:	The VSE DIP Loan Documentation shall contain affirmative covenants customary for debtor-in-possession financings and other terms deemed appropriate by the VSE DIP Administrative Agent and the VSE DIP Lenders, including, without limitation:
	1.      Delivery of financial statements, reports, accountants’ letters, projections, budgets, borrowing base certificates, officers’ certificates and other information requested by the VSE DIP Lenders, including without limitation (a) a quarterly compliance certificate (showing covenant calculations) certified by an authorized financial officer, to be delivered in conjunction with the quarterly and annual financial

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statements, (b) weekly updated 13-week cash flow projections, (c) weekly variance reports (i) showing comparisons of actual results for the immediately prior week against the most recent 13-week cash flow projections including such week, and (ii) showing comparisons of that portion of the most recent 13-week cash flow projections corresponding to the current calendar month against the Approved Budget with respect to such calendar month (which comparisons shall include actual results for such calendar month as of the date of such report), and (d) monthly updates to all other projections provided on or before the Closing Date.

2.      Compliance with the Approved Budget.

3.      Delivery of notices of defaults under the VSE DIP Loan Documentation, litigation and other material events.

4.      Payment of other obligations of the VSE Obligors consistent with their terms.

5.      Continuation of business and maintenance of existence and material rights and privileges of the VSE Obligors.

6.      Compliance with material contractual obligations of the VSE Obligors.

7.      Maintenance of property and insurance of the VSE Obligors.

8.      Maintenance of books and records of the VSE Obligors.

9.      Right of the VSE DIP Lenders to inspect property and books and records of the VSE Obligors.

10.    Compliance with laws (including, without limitation, ERISA and environmental laws and regulations).

11.    Further assurances (including, without limitation, with respect to security interests in after-acquired property).

12.    Use of proceeds.

13.    Payment of taxes.

14.    Maintenance of and adherence to the VSE Borrower’s existing credit and risk control policies.

15.    Cooperation with VSE DIP Lenders and their affiliates in arranging any take-out financing (including, without limitation, provision of information, marketing and preparation of any memorandum and any offering documents).

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16.    From and after the Definitive Documentation Date, holding of the VSE Borrower’s deposit accounts with respect to deposit accounts holding unused proceeds of the VSE DIP Loans at the VSE DIP Administrative Agent or at an acceptable financial institution subject to an account control agreement in favor of the VSE DIP Administrative Agent for the benefit of the VSE DIP Lenders. In addition to the foregoing, no later than the date on which the Final Order is entered, a chief restructuring officer (the “CRO”) shall be retained to support senior management in connection with the management of the VSE Obligors’ affairs and businesses on customary terms and conditions for an assignment of this type. The identity of the CRO, the scope of the CRO’s duties, and the terms and conditions of the CRO’s engagement shall be acceptable in form and substance to the VSE DIP Lenders. Jim Bonsall of AlixPartners shall be deemed acceptable. In addition, the VSE Obligors shall provide the CRO with access to their books and records and any and all information pertaining to the VSE Obligors as the CRO may request from time to time.

NEGATIVE COVENANTS:

The VSE DIP Loan Documentation shall contain negative covenants customary for debtor-in-possession financings and other terms deemed appropriate by the VSE DIP Administrative Agent and the VSE DIP Lenders, including, without limitation: 1.      Limitation on indebtedness, preferred stock and contingent obligations relating thereto. 2.      Limitation on liens and further negative pledges. 3.      Limitation on guarantee obligations. 4.      Unless the VSE DIP Loans and all other amounts owing to the VSE DIP Lenders and the VSE DIP Administration shall have been paid in full in cash, limitation on mergers, consolidations, liquidations, dissolutions, acquisitions and non-ordinary course asset sales. 5.      Limitation on leases. 6.      Limitation on dividends, other payment restrictions affecting subsidiaries and other payments in respect of capital stock. 7.      Limitation on capital expenditures. 8.      Limitation on investments, acquisitions, loans and advances. 9.      Optional payments and modifications of subordinated and other debt instruments. 10.    Limitation on transactions with affiliates; limitation on sale and leasebacks.

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	11.    Limitation on change of fiscal year. 12.    Limitation on changes in business conducted. 13.    Prohibition on payment of prepetition claims (other than as approved by the Bankruptcy Court and reasonably acceptable to the VSE DIP Lenders) and payment of non-budgeted postpetition items. 14.    Prohibition on consenting to the granting of adequate protection payments or liens, superpriority administrative expense claims or liens having a priority senior or pari passu with the liens granted to the VSE DIP Lenders, the Prepetition Collateral Agent or the 2012 Senior Secured Notes Trustee, except as otherwise expressly permitted by the VSE DIP Loan Documentation.
FINANCIAL COVENANTS:	The VSE DIP Loan Documentation shall include financial covenants and longer term budgeting requirements, in each case acceptable to the VSE DIP Lenders.
EVENTS OF DEFAULT:	Customary for debtor-in-possession facilities and subject to customary grace periods, cure periods and materiality thresholds satisfactory to the VSE DIP Lenders, including, without limitation: 1.      Nonpayment of principal when due. 2.      Nonpayment of interest, fees or other amounts. 3.      Material inaccuracy of representations and warranties. 4.      Violation of covenants. 5.      Cross default. 6.      Certain ERISA events 7.      Material judgments. 8.      Actual or asserted invalidity of any guarantee or security document, subordination provisions or security interest. 9.      Change of control. 10.    A VSE Obligor files a Plan that does not provide for payment in full in cash of the VSE DIP Loans and all other amounts owing to the VSE DIP Lenders and the VSE DIP Administrative Agent on the effective date of such Plan. 11.    A trustee, or an examiner with enlarged powers relating to the operation of the business of any VSE Obligor (powers beyond those set forth in sections 1106(a)(3) and (a)(4) of the Bankruptcy Code), shall be appointed in any of the Cases.

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12.    Any other superpriority claim which is pari passu with or senior to the claims of the VSE DIP Administrative Agent and the VSE DIP Lenders shall be granted with respect to any of the VSE Collateral (other than the Carve-Out or the Collateral Agent Adequate Protection Liens).

13.    Other than payments authorized by the Bankruptcy Court in respect of (i) accrued payroll and related expenses as of the commencement of the Cases and (ii) certain creditors, in each case to the extent authorized by one or more “first day” or other orders satisfactory to the VSE DIP Lenders, the VSE Obligors shall make any payment (whether by way of adequate protection or otherwise) of principal or interest or otherwise on account of any prepetition indebtedness or payables.

14.    The Bankruptcy Court shall enter an order granting relief from the automatic stay to the holder or holders of any security interest to permit foreclosure (or the granting of a deed in lieu of foreclosure or the like) on any assets of any VSE Obligor which have an aggregate value in excess of $1,000,000.

15.    Any material provision of the VSE DIP Loan Documentation shall cease to be valid or binding on any VSE Obligor, or any VSE Obligor shall so assert in any pleading filed in any court

16.    Any order shall be entered reversing, amending, supplementing, staying for a period in excess of 5 days, vacating or otherwise modifying in any material respect the Interim Order or the Final Order without the prior written consent of the VSE DIP Lenders.

17.    A “Change of Executive Management” (the definition of which shall be agreed upon) or a change of CRO shall occur, unless such default is cured to the satisfaction of the VSE DIP Lenders within 5 business days.

18.    Failure of the Definitive Documentation Date to occur on or before November 17, 2008.

19.    The exclusive period for the VSE Obligors to file a plan of reorganization under section 1121(b) of the Bankruptcy Code expires or is terminated.

Upon the occurrence and during the continuance of any Event of Default, the VSE DIP Administrative Agent, at the direction of the VSE DIP Lenders, may take all or any of the following actions without further order of or application to the Bankruptcy Court, provided that, with respect to clause (iii) below and the enforcement of liens or other remedies with respect to the Collateral referred to in clause (iv) below, the VSE DIP Administrative Agent shall provide the VSE Borrower (with a copy to counsel to each statutory committee appointed in the Cases and to the applicable United States Trustee) with 5 business days’

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	prior written notice, and provided further that, upon receipt of any such notice, the VSE Borrower may only make disbursements in the ordinary course of business consistent with the Approved Budget and with respect to the Carve-Out, but may not disburse any other amounts; provided further that, in any hearing after the giving of the aforementioned notice, the only issue that may be raised by any party in opposition thereto shall be whether, in fact, an Event of Default has occurred and is continuing:
	(i) declare the principal of and accrued interest on the outstanding VSE DIP Loans to be immediately due and payable;
	(ii) terminate any further commitment to lend to the VSE Borrower;
	(iii) set-off any amounts held as cash collateral (including, without limitation, in any cash collateral account for the benefit of the VSE DIP Administrative Agent and the VSE DIP Lenders) or in any accounts maintained by any of the VSE DIP Lenders or their affiliates, subject to any prior liens of the Prepetition Collateral Agent; or
	(iv) take any other action or exercise any other right or remedy (including, without limitation, with respect to the liens in favor of the VSE DIP Administrative Agent and the VSE DIP Lenders) permitted under the VSE DIP Loan Documentation or by applicable law.
REQUIRED VSE DIP
LENDERS:	VSE DIP Lenders holding VSE DIP Loans (or commitments to make VSE DIP Loans) greater than 50% of the aggregate amount of VSE DIP Loans (or commitments to make VSE DIP Loans) (the “Required VSE DIP Lenders”).
OTHER BANKRUPTCY
MATTERS:	Among other things, the Final Order shall provide that, upon entry of the Final Order, (a) the VSE DIP Administrative Agent, the VSE DIP Lenders, the 2012 Senior Secured Noteholders, the 2012 Senior Secured Notes Trustee, and all of their respective counsel, advisors and consultants, shall each be entitled to the benefit of a “good faith” finding pursuant to section 364(e) of the Bankruptcy Code, and (b) the VSE DIP Administrative Agent and the VSE DIP Lenders reserve the right to credit bid (pursuant to section 363(k) of the Bankruptcy Code and/or applicable law) the VSE DIP Loans, in whole or in part, in connection with any sale or disposition of assets in the Cases.
COST AND EXPENSES;
INDEMNIFICATION:	All out-of-pocket costs and expenses of the VSE DIP Administrative Agent (including, without limitation, fees and disbursements of counsel and of third-party appraisers and consultants advising the VSE DIP Administrative Agent, expenses in connection with the appraisal and monitoring of the VSE Collateral, syndication, enforcement of rights and other miscellaneous disbursements) and the VSE DIP Lenders shall be payable by the VSE Obligors promptly upon written demand (together with summary backup documentation supporting such reimbursement request) and without the requirement for Bankruptcy Court approval whether or not the transactions contemplated hereby are consummated.

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	The VSE Borrower shall indemnify, pay and hold harmless the VSE DIP Administrative Agent and the VSE DIP Lenders (and their respective directors, officers, employees and agents) against any loss, liability, cost or expense incurred in respect of the financing contemplated hereby or the use or the proposed use of proceeds thereof (except to the extent resulting from the gross negligence or willful misconduct of the indemnified party).
ASSIGNMENT AND
PARTICIPATION:	The VSE DIP Lenders shall be permitted to assign and sell participations in the VSE DIP Loans and their commitments. In the case of partial assignments (other than assignments to another VSE DIP Lender or an affiliate or approved fund of an existing VSE DIP Lender), the minimum assignment amount shall be $500,000 in the case of the VSE DIP Loans. Participants shall have the same benefits as the VSE DIP Lenders with respect to yield protection and increased cost provisions. Voting rights of participants shall be limited to those matters with respect to which the affirmative vote of the VSE DIP Lender from which it purchased its participation would be required as provided for in the voting provisions of the VSE DIP Loan Documentation. Pledges of VSE DIP Loans in accordance with applicable law shall be permitted without restriction.
AGENCY:	Usual and customary for debtor-in-possession financings and nonetheless in form and substance satisfactory to the VSE DIP Administrative Agent.
AMENDMENTS AND
WAIVERS:	Subject to the consent of the Required VSE DIP Lenders, with certain customary amendments subject to the consent of all VSE DIP Lenders.
GOVERNING LAW AND
JURISDICTION:	The VSE DIP Loan Documentation will provide that the VSE Obligors shall submit to the exclusive jurisdiction of the Bankruptcy Court and shall waive any right to trial by jury. The laws of the State of New York (except as governed by the Bankruptcy Code) shall govern the VSE DIP Loan Documentation.
COUNSEL TO VSE DIP ADMINISTRATIVE AGENT
AND VSE DIP LENDERS:	Cadwalader, Wickersham & Taft LLP.
MISCELLANEOUS:	The foregoing is intended to summarize certain basic terms of the VSE DIP Loans. It is not intended to be a definitive list of all of the requirements of the VSE DIP Administrative Agent and the VSE DIP Lenders in connection with the VSE DIP Loans. The VSE DIP Loan Documentation shall include such other terms and provisions as are customary for debtor-in-possession facilities of this type, including, but not limited to, provisions in respect of confidentiality and sharing of information and Patriot Act notifications.

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Schedule I

SUMMARY OF CONDITIONS PRECEDENT TO THE VSE DIP LOANS

1. Corporate Structure; Organizational Documents. The corporate structure, capital structure, other debt instruments, material contracts, cash management systems, governing documents of the VSE Borrower, its parents and direct and indirect subsidiaries and any other VSE Obligors, tax effects resulting from the commencement of the Cases and the VSE DIP Loans and the transactions contemplated hereby, shall be satisfactory to the VSE DIP Lenders.

2. Interim Order And Final Order. In the case of the Interim Order and the Final Order, and all motions relating thereto, shall be in form and substance satisfactory to the VSE DIP Lenders and its counsel, shall be entered by the Bankruptcy Court no later than 3 business and 35 calendar days, respectively, after the Petition Date, and shall include, without limitation, provisions (a) modifying the automatic stay to permit the creation and perfection of the VSE DIP Administrative Agent’s liens on the VSE Collateral, (b) providing for the automatic vacation of such stay to permit the enforcement of the VSE DIP Administrative Agent’s and VSE DIP Lenders’ remedies under the VSE DIP Loans, including, without limitation, the enforcement, upon 5 days’ prior written notice, of such remedies against the VSE Collateral, requiring the VSE Borrower’s best efforts (subject to applicable law) to sell the VSE Collateral if requested by the VSE DIP Administrative Agent and directing that the VSE DIP Administrative Agent and its representatives be granted access to all locations during the continuance of an Event of Default in support of the enforcement and exercise of such remedies, (c) upon entry of the Final Order, prohibiting the assertion of claims arising under section 506(c) of the Bankruptcy Code against the VSE DIP Administrative Agent or any VSE DIP Lender or, except as expressly permitted therein, the commencement of other actions adverse to the VSE DIP Administrative Agent or any VSE DIP Lender or their respective rights and remedies under the VSE DIP Loans, the Interim Order, the Final Order, or any other order, (d) prohibiting the incurrence of debt by any of the VSE Obligors, other than permitted indebtedness to be agreed, with priority equal to or greater than the VSE DIP Loans, (e) prohibiting any granting or imposition of liens other than liens acceptable to the VSE DIP Lenders, and (f) authorizing and approving the VSE DIP Loans and the transactions contemplated thereby, including, without limitation, the granting of the super-priority status, security interests and liens, and the payment of all fees, referred to herein.

3. First Day Motions. All “first day” motions and related orders (including, without limitation, in respect of cash management) entered by the Bankruptcy Court in the Cases shall be in form and substance satisfactory to the VSE DIP Lenders and their counsel.

4. Approved Budget. No later than the Definitive Documentation Date, the VSE Borrower shall have delivered to the VSE DIP Lenders an Approved Budget in form and substance acceptable to the VSE DIP Lenders, and thereupon advances of the VSE DIP Loans shall be released from the collateral account to the VSE Obligors solely in accordance with the Approved Budget.

5. Financial Covenant Types. No later than the Definitive Documentation Date, the VSE Obligors and the VSE DIP Lenders shall have agreed to the types (but not the levels) of financial covenants to be included in the VSE DIP Loan Documentation.

6. Projections; Financial Covenant Levels. No later than the date on which the Final Order is entered, the VSE DIP Lenders shall have received final financial projections of the VSE Borrower, its parents and direct and indirect subsidiaries through December 31, 2009, consisting of monthly balance sheets, income statements and statements of cash flows. In addition, the VSE

Obligors and the VSE DIP Lenders shall have agreed to the covenant levels to be incorporated in the VSE DIP Loan Documentation (based on the final financial projections) and such covenant levels shall have been so incorporated.

7. Performance of Obligations. All costs, fees, expenses (including, without limitation, legal fees and expenses) and other compensation payable to the VSE DIP Administrative Agent and the VSE DIP Lenders shall have been paid to the extent due and payable in accordance with the terms of the Interim Order and the VSE DIP Loans.

8. Litigation, etc. Except as set forth on the Exhibit B hereto, there shall not exist any action, suit, investigation, litigation or proceeding pending (other than the Cases) or threatened in any court or before any arbitrator or governmental authority that, in the opinion of the VSE DIP Administrative Agent or any VSE DIP Lender, affects any of the transactions contemplated hereby, or that has or could be reasonably likely to have a material adverse change or material adverse condition in or affecting the businesses, assets, operations or condition (financial or otherwise) of the VSE Borrower, its parents and direct and indirect subsidiaries, taken as a whole, or any of the transactions contemplated hereby.

9. Customary Closing Documents. Except with respect to the VSE DIP Loans made on the Closing Date, all documents required to be delivered under the VSE DIP Loan Documentation, including customary legal opinions, corporate records, documents from public officials and officers’ certificates and other information (including other information and documentation required by customer identification programs pursuant to the Patriot Act), shall have been delivered and reviewed to the satisfaction of the VSE DIP Lenders.

10. Satisfactory Documentation. Except with respect to the VSE DIP Loans made on the Closing Date, the VSE DIP Loan Documentation shall be prepared by counsel to the VSE DIP Lenders and shall be in form and substance satisfactory to the VSE DIP Administrative Agent and the VSE DIP Lenders.

11. Lien Search, etc. Except with respect to the VSE DIP Loans made on the Closing Date, the VSE DIP Administrative Agent shall have received the results of a recent lien, tax and judgment search in each relevant jurisdiction with respect to the VSE Obligors, and such search shall reveal no liens on any of the assets of the VSE Obligors other than liens permitted hereby and other liens acceptable to the VSE DIP Lenders.

12. Cash Management. Except with respect to the VSE DIP Loans made on the Closing Date, Cash management arrangements satisfactory to the VSE DIP Lenders in form and substance shall be in place. The VSE DIP Lenders or their advisors shall have completed a review of the VSE Obligors’ cash management systems and determined that all cash and cash equivalents of the VSE Obligors are subject to a valid and perfected first priority security interest in favor of the VSE DIP Administrative Agent, for the benefit of the VSE DIP Lenders, pursuant to control agreements.

13. Insurance/Assets. The Interim Order shall provide that the VSE DIP Administrative Agent shall be named as loss payee (in respect of property/casualty insurance policies maintained by the VSE Obligors) and additional insured (in respect of liability insurance policies maintained by the VSE Obligors), and that the VSE DIP Administrative Agent shall be provided with 30 days’ advance notice of all non-renewal/cancellation/amendment riders in respect of such policies.

14. Material Adverse Change. There will have been, since the Petition Date, no material adverse

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change, individually or in the aggregate, (other than with respect to a plan of reorganization and the VSE DIP Loans) in the validity or enforceability of any of the VSE DIP Loan Documentation or the rights and remedies of the VSE DIP Administrative Agent and the VSE DIP Lenders under any of the VSE DIP Loan Documentation (a “Material Adverse Change”).

15. Waivers/Consents. As may be required, the VSE DIP Administrative Agent shall have received all necessary third party and governmental waivers and consents, and the VSE Borrower shall, and shall have caused the other VSE Obligors to, have complied with all applicable laws, decrees and material agreements.

16. No Default. No default that, with the passage of time or the giving of notice, or both, could result in an Event of Default, or Event of Default under the VSE DIP Loan Documentation shall exist at the time of, or after giving effect to the making of, the VSE DIP Loans with respect to the VSE DIP Loans on the Closing Date.

17. Representations and Warranties. All representations and warranties in the VSE DIP Loan Documentation shall be true and correct in all respects as of the Closing Date.

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Exhibit A

PARTIES

VSE DIP LENDERS AND MINIMUM COMMITMENTS

Name of VSE DIP Lender and Percentage of New Commitment	Commitment as of Closing Date	Additional Commitment as of Definitive Documentation Date	Minimum Additional Commitment as of Date of Final Order	Total Commitments (excluding the amount of interest on 2012 Senior Secured Notes that is added to the VSE DIP Loans but not funded by VSE DIP Lenders)
Wayzata Opportunities Fund II, L.P. Wayzata Opportunities Fund Offshore II, L.P. 16.2% of new commitments	$2,400,000	$1,652,288	$21,997,712, of which $8,347,712 is new commitment and $13,650,000 of which is applied to roll-up of 2012 Senior Secured Notes	$26,050,000, of which $12,400,000 is new commitment and $13,650,000 of which is applied to roll-up of 2012 Senior Secured Notes
Trilogy Portfolio Company, LLC Trilogy Special Situations Master Fund, Ltd. Mariner LDC 51.1% of new commitments	$7,650,000	$5,127,778	$69,322,222, of which $26,322,222 is new commitment and $43,000,000 of which is applied to roll-up of 2012 Senior Secured Notes	$82,100,000, of which $39,100,000 is new commitment and $43,000,000 of which is applied to roll-up of 2012 Senior Secured Notes

Name of VSE DIP Lender and Percentage of New Commitment	Commitment as of Closing Date	Additional Commitment as of Definitive Documentation Date	Minimum Additional Commitment as of Date of Final Order	Total Commitments (excluding the amount of interest on 2012 Senior Secured Notes that is added to the VSE DIP Loans but not funded by VSE DIP Lenders)
AIG Global Investments Corp., on behalf of various of its investment advisory and sub-advisory clients listed on Annex I hereto (“AIG Investments”) AIG SunAmerica Asset Management Corp., as Investment Advisor of the parties listed on Annex I hereto (“AIG SunAmerica”) 32.7% of new commitments	$4,950,000	$3,219,935	$44,330,065, of which $16,830,065 is new commitment and $27,500,000 of which is applied to roll-up of 2012 Senior Secured Notes	$52,500,000, of which 25,000,000 is new commitment and $27,500,000 of which is applied to roll-up of 2012 Senior Secured Notes
Total Commitments	$15,000,000	$10,000,000	$135,650,00	$160,650,000, of which $76,500,000 is new commitment and $84,150,000 is applied to roll-up of 2012 Senior Secured Notes

Annex I to Exhibit A

AIG Investments is acting on behalf of the following VSE DIP Lenders:

• AIG Annuity Insurance Company

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• American General Life Insurance Company

• The United States Life Insurance Company in the City of New York

• American International Lile Assurance Company of New York

• The Variable Annuity Life Insurance Company

• SunAmerica Income Funds—SunAmerica High Yield Bond Fund

• AIG Retirement Company II—Strategic Bond Fund

• AIG Retirement Company II—High Yield Bond Fund

• SunAmerica Income Funds—SunAmerica Strategic Bond Fund

• The Master Trust Bank of Japan, Ltd. as Trustee for AIG US High Yield Bond Mother Fund

AIG SunAmerica is acting on behalf of the following VSE DIP Lenders:

• SunAmerica Series Trust – High Yield Bond Portfolio

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VSE GUARANTORS

VeraSun Granite City, LLC, a Delaware limited liability company

VeraSun Reynolds, LLC, a Delaware limited liability company

VeraSun BioDiesel, LLC, a Delaware limited liability company

VeraSun Litchfield, LLC, a Delaware limited liability company

VeraSun Tilton, LLC, a Delaware limited liability company

VeraSun Aurora Corporation, a South Dakota corporation

VeraSun Charles City, LLC, a Delaware limited liability company

VeraSun Marketing, LLC, a Delaware limited liability company

VeraSun Welcome, LLC, a Delaware limited liability company

VeraSun Fort Dodge, LLC, a Delaware limited liability company

VeraSun Hartley, LLC, a Delaware limited liability company

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Exhibit B

MATERIAL LITIGATION

None.

EX-99.1

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:	) )	Case No. 08-12606 (BLS)
VERASUN ENERGY CORPORATION, et al.,	)	Chapter 11
	)
Debtors. 1	)	Joint Administration Pending
	)
	)

INTERIM ORDER UNDER 11 U.S.C. §§ 105, 362 AND 541 AND FED. R.

BANKR. P. 3001 AND 3002 (I) ESTABLISHING NOTIFICATION AND

HEARING PROCEDURES FOR TRADING IN EQUITY SECURITIES AND (II)

ESTABLISHING THE NOTICE AND SELL-DOWN PROCEDURES FOR

TRADING IN CLAIMS AGAINST THE DEBTORS’ ESTATES

Upon the motion (the “Motion”)² of the Debtors for an order, under Bankruptcy Code sections 105, 362 and 541 and Bankruptcy Rules 3001 and 3002 (i) establishing notification and hearing procedures for trading in equity securities and (ii) establishing the notice and sell-down procedures for trading in claims against the Debtors’ estates; and upon the Herron Declaration; and due and sufficient notice of the Motion having been given under the particular circumstances; and it appearing that no other or further notice need be provided; and it appearing that the relief requested by the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and after due deliberation thereon; and sufficient cause appearing therefor, it is hereby

¹ The Debtors consist of: VeraSun Energy Corporation (EIN: 20-3430241); ASA Albion, LLC (EIN: 55-0907221); ASA Bloomingburg, LLC (EIN: 55-0907224); ASA Linden, LLC (EIN: 55-0907228); ASA OpCo Holdings, LLC (EIN: 68-0609122) US Bio Marion, LLC (EIN: 20-34377343); US BioEnergy Corporation (EIN: 20-1811472); VeraSun Albert City, LLC (EIN: (20-2264707); VeraSun Aurora Corporation (EIN: 40-0462174); VeraSun BioDiesel, LLC (EIN: 20-3790860); VeraSun Central City, LLC (EIN: (55-0816855); VeraSun Charles City, LLC (EIN: 20-3735184); VeraSun Dyersville, LLC (20-5765890); VeraSun Fort Dodge, LLC (EIN: 42-1630527); VeraSun Granite City, LLC (EIN: 20-5909621); VeraSun Hankinson, LLC (90-0287129); VeraSun Hartley, LLC (EIN: 20-5381200); VeraSun Janesville, LLC (EIN: 20-4420290); VeraSun Litchfield, LLC (EIN: 20-8621370); VeraSun Marketing, LLC (EIN: 20-3693800); VeraSun Ord, LLC (75-3204878); VeraSun Reynolds, LLC (EIN: 20-5914827); VeraSun Tilton, LLC (EIN: 26-1539139); VeraSun Welcome, LLC (EIN: 20-4115888); VeraSun Woodbury, LLC (20-0647425).

² Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

ORDERED, ADJUDGED, AND DECREED THAT:

1. The Motion is GRANTED on an interim basis as provided herein, pending a further order by this Court.

2. Any purchase, sale, or other transfer of claims against, or equity securities in, the Debtors in violation of the procedures set forth herein (including the notice requirements set forth in paragraphs 3(a) and 4(a) and (c) below) shall be null and void ab initio as an act in violation of the automatic stay under U.S.C. §§ 362 and 105(a) of the Bankruptcy Code.

3. The following procedure shall apply to trading in equity securities of VeraSun:

(a) Any person or entity (as defined in Treasury Regulations section 1.382-3(a) for purposes of this Section 3) who currently is or becomes a Substantial Shareholder (as defined in paragraph (e) below) shall file with this Court, and serve on the Debtors and counsel to the Debtors, a notice of such status, in the form attached hereto as Exhibit 1A, on or before the later of (A) 20 days after the effective date of the notice of entry of this Order or (B) ten days after becoming a Substantial Shareholder.

(b) Prior to effectuating any transfer of equity securities (including options to acquire stock, as defined in paragraph (e) below) that would result in an increase in the amount of common stock of VeraSun beneficially owned by a Substantial Shareholder or would result in a person’s or entity’s becoming a Substantial Shareholder, such Substantial Shareholder shall file with this Court, and serve on the Debtors and counsel to the Debtors, advance written notice, in the form attached hereto as Exhibit 1B, of the intended transfer of equity securities.

(c) Prior to effectuating any transfer of equity securities (including options to acquire stock, as defined in paragraph (e) below) that would result in a decrease in the amount of common stock of VeraSun beneficially owned by a Substantial Shareholder or would result in a person or entity’s ceasing to be a Substantial Shareholder, such Substantial Shareholder shall file with this Court, and serve on the Debtors and counsel to the Debtors, advance written notice, in the form attached hereto as Exhibit 1C, of the intended transfer of equity securities (the notices required to be filed and served under paragraph (b) and this paragraph (c), each a “Notice of Proposed Transfer”).

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(d) The Debtors shall have 30 calendar days after receipt of a Notice of Proposed Transfer to file with this Court and serve on such Substantial Shareholder an objection to any proposed transfer of equity securities described in the Notice of Proposed Transfer on the grounds that such transfer may adversely affect the Debtors’ ability to utilize their Tax Attributes. If the Debtors file an objection, such transaction will not be effective unless approved by a final and nonappealable order of this Court. If the Debtors do not object within such 30-day period, such transaction may proceed solely as set forth in the Notice of Proposed Transfer. Further transactions within the scope of this paragraph must be the subject of additional notices as set forth herein, with an additional 30-day waiting period.

(e) For purposes of this Order, (A) a “Substantial Shareholder” is any person or entity which beneficially owns at least 7,464,414 shares (representing approximately 4.75% of all issued and outstanding shares) of the common stock of VeraSun, (B) “beneficial ownership” shall be determined in accordance with applicable rules under I.R.C. § 382, Treasury Regulations promulgated thereunder, and rulings issued by the Internal Revenue Service, and thus, to the extent provided therein, from time to time shall include, without limitation, direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holder’s family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership of shares which such holder has an option to acquire, and (C) an “option” to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

4. The following procedure shall apply to trading in claims against the Debtors:

a) Notice of 382(l)(5) Plan and Disclosure Statement. The Debtors shall, upon filing a Disclosure Statement with respect to such plan, simultaneously file with the Court and further publish and serve in the manner specified in Paragraph (j) below a separate notice (“Disclosure Statement Notice”) in substantially the form attached as Exhibit 2A. The Disclosure Statement Notice shall (i) state that a 382(l)(5) Plan has been filed with the Court, (ii) disclose the most current estimate of the Threshold Amount and (iii) set a record date, which shall be 5:00 p.m., New York Time, on the date set by the Court that is ten (10) business days prior to the date set for the hearing on the Disclosure Statement (the “Disclosure Statement Notice Record Date”). Each Beneficial Claimholder who holds more than the Threshold Amount (each, a “Substantial Claimholder”) as of the Disclosure Statement Notice Record Date is hereby ordered and directed to email and fax to counsel to the Debtors a report in the form attached hereto as Exhibit 2B (the “Initial Holdings Report”) identifying: (I) the

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nature and amount of Claims held by such Beneficial Claimholder as of the Disclosure Statement Notice Record Date (the “Initial Holdings”); and (II) the Protected Amount that is in excess of the Threshold Amount. The Initial Holdings Report shall be subject to the confidentiality provisions set forth in Paragraph (i) below and shall be served in accordance with the preceding sentence no later than three business days prior to the first date set by the Court for the hearing to consider the Disclosure Statement to the email addresses and fax numbers identified on the attached Exhibit 2B. In the event that the hearing to consider the Disclosure Statement is adjourned or continued, Substantial Claimholders shall not be required to amend or update their Initial Holdings Reports unless, in the event of an adjournment or continuance, the Debtors establish a new Disclosure Statement Notice Record Date and provides notice thereof, in which case the process above will re-commence.

b) Disclosure Statement. The Disclosure Statement shall contain information adequate to permit a party entitled to vote on a 382(l)(5) Plan to determine whether a 382(l)(5) Plan provides greater value than possible alternatives and shall include, without limitation, the following disclosures: (i) the net present value of the projected tax savings of the 382(l)(5) Plan as compared to a 382(l)(6) Plan based on the financial projections included in the Disclosure Statement; (ii) a description of the restrictions on trading with respect to the common stock and any other securities of the reorganized Debtors (the “Affected Securities”) that will be required or imposed under the 382(l)(5) Plan after the Effective Date to preserve such tax savings; (iii) the projected value of the Affected Securities in the aggregate; and (iv) the projected tax savings of the 382(l)(5) Plan as a percentage of the aggregate value of the Affected Securities. In addition, the Debtors shall promptly (and in any event before the end of the hearing on the Disclosure Statement) disclose on a separate filing with the SEC on Form 8-K (i) the aggregate amount of Initial Holdings (the “Total Initial Holdings”) and (ii) the estimated maximum amount and percentage of the Total Initial Holdings in each class that may be required to be sold down as provided below. Such disclosures shall be included in the final Disclosure Statement. The foregoing does not limit in any way the right of any party in interest to object to the adequacy of the information in the Disclosure Statement.

c) Notice of Claimholder Acceptance of 382(l)(5) Plan. The Debtor shall file with the Court and further publish and serve in the manner specified in Paragraph (j) below, not less than ten days prior to the commencement of the Confirmation Hearing, a notice (the “Pre-Confirmation Notice”) substantially in the form attached hereto as Exhibit 2C, setting forth: (i) a record date, which shall be 5:00 p.m., New York Time, on a date that is ten days prior to the first date set by the Court for the Confirmation Hearing (the “Pre-Confirmation Notice Record Date”); and (ii) identifying the most current estimate of the Threshold Amount (determined as of the Pre-Confirmation Notice Record Date). Each Beneficial Claimholder who is a Substantial Claimholder (as determined by the

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Threshold Amount identified in the Pre-Confirmation Notice) as of the Pre-Confirmation Notice Record Date is hereby ordered and directed to deliver, via e-mail and fax, a report in the form attached hereto as Exhibit 2D (the “Final Holdings Report”) identifying the nature and amount of claims held by such Beneficial Claimholder as of the Pre-Confirmation Notice Record Date (the “Final Holdings”). The Final Holdings Report shall be subject to the confidentiality provisions set forth in Paragraph (i) below and shall be served on counsel to the Debtors no later than the date that is three business days prior to the first date set by the Court for the Confirmation Hearing to the e-mail addresses and fax numbers identified on the attached Exhibit 2B. For any Substantial Claimholder who did not serve an Initial Holdings Report, the Final Holdings Report shall also contain such Substantial Claimholder’s Protected Amount that is in excess of the Threshold Amount. In the event that the Confirmation Hearing is adjourned or continued, Substantial Claimholders shall not be required to amend or update their Final Holdings Reports unless, in the event of an adjournment or continuance, the Debtors establish a new Pre-Confirmation Notice Record Date and provides notice thereof, in which case the process above will re-commence.

d) Sell-Down Notice. If the Court confirms the 382(l)(5) Plan, the Debtors shall serve a notice substantially in the form attached hereto as Exhibit 2E (the “Sell-Down Notice”) by overnight delivery service within the United States upon counsel to the Debtors and each Substantial Claimholder (as of the Pre-Confirmation Notice Record Date) within five business days after the entry of the order confirming the 382(l)(5) Plan. The Sell-Down Notice shall (i) state that the 382(l)(5) Plan has been confirmed; (ii) contain the results of the calculations described in Paragraph (f)(1) below, including the calculation of the Maximum Amount and the information used to perform all such calculations to the extent that the Debtors are not required by this Order or other confidentiality restrictions to keep such information confidential; and (iii) provide notice that, pursuant to this Order, each Substantial Claimholder is ordered and directed to comply with the Sell-Down Procedures (set forth in Paragraph (f) below) before the Effective Date.

e) Effective Date. The Effective Date of any 382(l)(5) Plan shall not be earlier than 30 calendar days after the Confirmation Date.

f) Sell-Down Procedures. If and only to the extent that a 382(l)(5) Plan is confirmed by this Court, then, to the extent necessary to effectuate the 382(l)(5) Plan, each Beneficial Claimholder who is, as of the Pre-Confirmation Notice Record Date, a Substantial Claimholder (other than a Permitted Substantial Claimholder whose Claims shall not be required to be sold as part of the Sell-Down pursuant to Paragraph (f)(2) below), is hereby ordered and directed to comply with the following sell-down procedures (the “Sell-Down Procedures”):

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1. The Maximum Amount. The Debtors shall calculate the maximum amount of claims that may be held, as of the Effective Date of the 382(l)(5) Plan, by a Substantial Claimholder that was a Substantial Claimholder as of the Pre-Confirmation Notice Record Date (the “Maximum Amount”) as follows:

i. Based upon the information provided by the Substantial Claimholders in the Final Holdings Reports, the Debtors shall calculate the total amount of claims that all Substantial Claimholders must sell to effectuate the 382(l)(5) Plan assuming that all Incremental Holdings will be sold prior to any Sell-Down of claims held by the Substantial Claimholders prior to the Disclosure Statement Notice Record Date and taking into account in its determination the portion of claims held by Substantial Claimholders that the Debtors reasonably conclude (based on evidence furnished by the Substantial Claimholders) have not existed since a date that was 18 months before the Petition Date and that are not “ordinary course” claims, within the meaning of Treasury Regulations section 1.382- 9(d)(2)(iv) (the “Sell-Down Amount”).

ii. If the Sell-Down Amount is less than or equal to the Total Incremental Holdings, the Debtors shall calculate the amount of each Substantial Claimholder’s pro rata share of the Sell-Down Amount (i.e., the Sell-Down Amount multiplied by a fraction, the numerator of which is the Substantial Claimholder’s Incremental Holdings and the denominator of which is the Total Incremental Holdings);

iii. If the Sell-Down Amount exceeds Total Incremental Holdings, the Debtors shall calculate for each Substantial Claimholder the amount of such Substantial Claimholder’s pro rata share of such excess (i.e., the total amount of such excess multiplied by a fraction, the numerator of which is such Substantial Claimholder’s Initial Holdings minus the Threshold Amount and the denominator of which is the Total Initial Holdings in excess of the Threshold Amount of all Substantial Claimholders) and add to that the amount of such Substantial Claimholder’s Incremental Holdings; and

iv. For each Substantial Claimholder, the Debtors shall subtract from the total claims held by such Substantial Claimholder (as reported in the Final Holdings Report) such Substantial Claimholder’s share of the Sell-Down Amount calculated in accordance with clauses (ii) or (iii) above, as applicable. The difference shall be the Maximum Amount.

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2. Sell-Down. Prior to the Effective Date, each Substantial Claimholder shall sell an amount of claims equal to its share of the Sell-Down Amount or such other amount necessary so that no Substantial Claimholder shall, as of the Effective Date, hold claims in excess of the Maximum Amount for such claimholder (the “Sell-Down”); provided, however, that notwithstanding anything to the contrary in this Order, no Beneficial Claimholder shall be required to sell any claims if such sale would result in such Beneficial Claimholder having Beneficial Ownership of an aggregate amount of Claims that is less than such Beneficial Claimholder’s Protected Amount. Each Substantial Claimholder shall sell or otherwise transfer its claims subject to the Sell-Down to unrelated persons or entities; provided further that the Substantial Claimholder shall not have a reasonable basis to believe that such person or entity would own, immediately after the contemplated consummation of such transfer, an amount of claims in excess of the Maximum Amount for such claimholder.

3. Objections to Sell-Down Notices. A Substantial Claimholder who has complied with the notice procedures contained in this Section 4 may, no later than 10 calendar days from service of the Sell-Down Notice, object to the manner in which the Maximum Amount or the Sell-Down Amount specified in a Sell-Down Notice were calculated or on the grounds that such notice contained a mathematical error that would result in requiring the Substantial Claimholder to reduce its ownership below the Maximum Amount or the Protected Amount for such Substantial Claimholder. In connection with any such objection, the Substantial Claimholder shall disclose its holdings to counsel to the Debtors as of the time of the filing of the objection and as of the time of any hearing on such objection. The Debtors may serve a new Sell-Down Notice by overnight delivery service within the United States correcting such errors; any Substantial Claimholder required to sell additional claims as a result of such correction shall have 20 calendar days from service of any new Sell-Down Notice to effect the additional Sell-Down.

4. Notice of Compliance. A Substantial Claimholder subject to the Sell-Down shall, before the Effective Date and as a condition to receiving Affected Securities, deliver to counsel to the Debtors a written statement substantially in the form of Exhibit 2F hereto that such Substantial Claimholder has complied with the terms and conditions set forth in Paragraph (f)(2) and that such Substantial Claimholder will not hold claims, as of the Effective Date, in an amount in excess of the Maximum Amount for such Substantial Claimholder (the “Notice of Compliance”). Any Substantial Claimholder who fails to comply with this provision shall not receive Affected Securities with respect to any claims in excess of the greater of such claimholder’s Protected Amount or the then current Threshold Amount.

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5. Applicable Authority. For the avoidance of doubt, section 382 of the I.R.C., the Treasury Regulations promulgated thereunder and all relevant Internal Revenue Service and judicial authority shall apply in determining whether the claims of several persons and/or Entities must be aggregated when testing for Substantial Claimholder status. For these purposes and except as specifically provided with respect to claims ownership in the Treasury Regulations, the rules and authority identified in the preceding sentence shall be treated as if they applied to claims in the same manner as they apply to stock.

6. Subsequent Substantial Claimholders. To the extent that any person or Entity becomes a Substantial Claimholder after the date in which Final Holdings Reports are due, the Court shall retain jurisdiction so that the Debtors may seek equitable relief similar to the relief described in this Order in order to protect the Debtors’ ability to apply Section 382(l)(5) of the I.R.C.

g) Claimholder Participation. To permit reliance by the Debtors on Treasury Regulation section 1.382-9(d)(3), any Beneficial Claimholder that participates in formulating any chapter 11 plan of reorganization of or on behalf of the Debtors (which shall include, without limitation, making any suggestions or proposals to the Debtors or their advisors with regard to such a plan), shall not, and shall not be asked to, disclose (or otherwise make evident unless compelled to do so by an order of a court of competent jurisdiction or some other applicable legal requirement) to the Debtors that any claims in which such Beneficial Claimholder has a beneficial ownership are Newly Traded Claims (the “Participation Restriction”). For this purpose, the Debtors acknowledge and agree that the following activities shall not, where in pursuing such activities the relevant Beneficial Claimholder does not disclose (or otherwise make evident) to the Debtors that such Beneficial Claimholder has beneficial ownership of Newly Traded Claims, constitute a violation of the Participation Restriction: (a) filing an objection to a proposed disclosure statement or to confirmation of a proposed plan of reorganization; (b) negotiating the terms of, or voting to accept or reject, a proposed plan of reorganization; (c) reviewing or commenting on a proposed business plan; (d) membership on the Creditors’ Committee or other official or ad hoc committee; (e) providing information other than with respect to its claims to the Debtors on a confidential basis; or (f) taking any action required by this Order. Any claimholder found by the Court to have violated the Participation Restriction, and who, as a result, would prevent the Debtors from implementing a 382(l)(5) Plan, shall be required to dispose of Newly Traded Claims of which such Entity has Beneficial Ownership in the manner specified in Paragraph (f)(2) above and shall be subject to the Forfeiture Remedy described in Paragraph (h) below.

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h) Sanctions for Noncompliance. If any Substantial Claimholder fails to comply with the Sell-Down applicable to it, such Substantial Claimholder shall not be entitled to receive Beneficial Ownership of any Affected Securities in connection with the implementation of the 382(l)(5) Plan with respect to any claims required to be sold pursuant to a Sell-Down Notice. Any Substantial Claimholder that violates this Order shall be required to forfeit the Affected Securities (the “Forfeiture Remedy”). The Debtors may seek to enforce the Forfeiture Remedy, on notice to the Entity upon whom such sanctions are sought to be imposed, on an expedited basis. The Debtors also reserve the right to seek from this Court, on an expedited basis, other sanctions or damages for a willful violation of this Order, on notice to the Entity upon whom such sanctions are sought to be imposed, including, but not limited to damages for loss of any tax benefits caused by such violation and any injunction or other relief necessary or appropriate to remedy such violation. Any distribution of Affected Securities pursuant to the implementation of the 382(l)(5) Plan that is precluded by an order enforcing the Forfeiture Remedy (the “Forfeited Equity”) shall be void ab initio. Any Entity that receives Forfeited Equity shall, immediately upon becoming aware of such fact, return the Forfeited Equity to the reorganized Debtors or, if all of the shares properly issued to such Entity and all or any portion of such Forfeited Equity have been sold prior to the time such Entity becomes aware of such fact, such Entity shall return to the reorganized Debtors (a) any Forfeited Equity still held by such Entity and (b) the proceeds attributable to the sale of Forfeited Equity. Any Entity that receives Forfeited Equity and fails to comply with the preceding sentence shall be subject to such additional sanctions as the Court may determine. The reorganized Debtors shall distribute any Forfeited Equity in accordance with the 382(l)(5) Plan.

i) Confidentiality. The Initial Holdings Report, the Final Holdings Report, the Sell-Down Notices and the Notice of Compliance, and the information contained therein, shall be treated as confidential information and shall be available only to the Debtors and counsel and financial or tax advisors to the Debtors. Each recipient of any Initial Holdings Report, Final Holdings Report, Sell-Down Notice and the Notice of Compliance (or similar notices provided under the Order) shall keep the information contained therein confidential and shall not disclose such information to any person or entity (including, without limitation, any member of the Creditors’ Committee) unless required to produce it in a legal proceeding or subject to further Court order.

j) Notice. Any notices required to be published under Section 4 of this Order shall be published in The Wall Street Journal and the Financial Times. All notices required to be served shall be served on the following parties via electronic mail if an e-mail address is known, or by overnight mail if an e-mail address is not known: (a) the Office of the United States Trustee for the District of Delaware (which shall be sent by overnight mail only); (b) the Securities and Exchange Commission; (c) the Internal Revenue Service; (d) the United States Attorney

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Office for District of Delaware; (e) counsel to the Prepetition Lenders; (f) counsel to the DIP Lenders, (g) counsel to the Indenture Trustee; (h) the parties included on the Debtors’ list of thirty (30) largest unsecured creditors; (i) any statutory committee appointed under section 1102 of the Bankruptcy Code; and (j) the indenture trustees for any bonds or debentures of the Debtors.

k) The requirements set forth in this Order are in addition to the requirements of Bankruptcy Rule 3001(e) and applicable securities, corporate and other laws, and do not excuse compliance therewith.

l) The Court shall retain jurisdiction to interpret, enforce, aid in the enforcement of and resolve any disputes or matters related to any of the provisions of this Order.

m) For purposes of Section 4 of this Order, the following definitions shall apply:

a) “382(l)(5) Plan” means a plan of reorganization for the Debtors under chapter 11 of the Bankruptcy Code that provides for or contemplates the use of net operating loss carryforwards and other tax attributes under Section 382(l)(5) of the I.R.C. and that restricts transfers of Beneficial Ownership of Affected Securities for not less than two years after the reorganization in order to avoid an “ownership change,” as such term is defined in the I.R.C. and regulations promulgated thereunder.

b) “382(l)(6) Plan” means a plan of reorganization for the Debtors under chapter 11 of the Bankruptcy Code that provides for or contemplates the use of net operating loss carryforwards and other tax attributes under, and subject to the limitations of, Section 382(l)(6) of the I.R.C.

c) “Applicable Percentage “ means, if only one class of Affected Securities is to be issued pursuant to the terms of a 382(l)(5) Plan, 4.75% of the number of such shares that the Debtors reasonably estimate will be issued at the effective date of such 382(l)(5) Plan. If more than one class of Affected Securities is to be distributed pursuant to the terms of a 382(l)(5) Plan, the Applicable Percentage shall be determined by the Debtors in their reasonable judgment in a manner consistent with the estimated range of values for the equity to be distributed reflected in the valuation analysis set forth in the Disclosure Statement, and shall be expressed in a manner that makes clear how many shares of common equity would constitute the Applicable Percentage.

d) “Beneficial Ownership” of claims shall be determined in accordance with applicable rules under Section 382 of the I.R.C. and regulations promulgated thereunder, as if such rules applied to claims in the same manner as they apply to equity except to the extent inconsistent with rules and regulations specifically applicable to the ownership of claims.

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e) “Beneficial Claimholders” means those Entities that have Beneficial Ownership of claims.

f) “claim” shall have the meaning ascribed to that term in section 101(5) of the Bankruptcy Code and includes, without limitation, a lessor’s right to any current or future payment under or arising out of any lease with respect to which any Debtor is a lessee.

g) “Confirmation Date” means the date on which the Court enters an order confirming a 382(l)(5) Plan.

h) “Confirmation Hearing” means a hearing held before this Court on the confirmation of the 382(l)(5) Plan pursuant to section 1129 of the Bankruptcy Code.

i) “Disclosure Statement” means a disclosure statement filed with the Court relating to a 382(l)(5) Plan.

j) “Effective Date” means the date on which the 382(l)(5) Plan becomes effective, but in no event less than 30 calendar days from the Confirmation Date.

k) “Entity” means a person or entity for purposes of the rules under Section 382 of the I.R.C.

l) “Incremental Holdings” means the amount, if any, of Claims identified in each Substantial Claimholders’ Final Holdings Report in excess of the greater of (i) the amount contained in each respective Substantial Claimholder’s Initial Holdings Report and (ii) the Threshold Amount as of the Disclosure Statement Notice Record Date.

m) “Newly Traded Claims” means claims (i) with respect to which an Entity acquired beneficial ownership after the date that was 18 months before the Petition Date; and (b) that are not “ordinary course” claims, within the meaning of Treasury Regulations section 1.382-9(d)(2)(iv), of which the same Entity has always had beneficial ownership.

n) “Permitted Substantial Claimholder” means a Substantial Claimholder whom the Debtors reasonably conclude acquired its claim in the ordinary course of the Debtors’ trade or business (within the meaning of Treasury Regulations section 1.382-9(d)(2)(iv)) and has at all times since the creation of such claim held the Beneficial Ownership in that claim.

o) “Petition Date” means October 31, 2008.

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p) “Protected Amount” means the amount of claims of which a Beneficial Claimholder had Beneficial Ownership on the Petition Date, increased by the amount of claims of which such Beneficial Claimholder acquires Beneficial Ownership pursuant to trades entered into before the Petition Date that had not yet closed as of the Petition Date minus the amount of claims that such Beneficial Claimholder sells pursuant to trades entered into before the Petition Date that had not yet closed as of the Petition Date.

q) “Substantial Claimholder” means a Beneficial Claimholder who holds more than the Threshold Amount as of the applicable record date and time, as described in Paragraphs 4(a) and 4(c) above.

r) “Threshold Amount” means the amount of claims that are projected by the Debtors to entitle the Beneficial Claimholder thereof to become the Beneficial Claimholder of the Applicable Percentage of Affected Securities.

s) “Total Incremental Holdings” means the aggregate amount of all of each Substantial Claimholders’ Incremental Holdings.

5. Any notice required by the Order to be served by Substantial Claimholders, if effected prior to the filing of a proof of claim by a Substantial Claimholder, will not limit the right of a creditor to assert any and all claims, whether or not such claims are in addition to or differ from those listed on the notice, in a proof of claim filed in accordance with any future orders of this Court.

6. The Debtors may waive, in writing and in their sole and absolute discretion, any and all restrictions, stays, and notification procedures contained in this Order.

7. The Debtors shall serve the Notice of Order setting forth the procedures authorized herein substantially in the form annexed hereto as Exhibit 3 on (a) the Office of the United States Trustee for the District of Delaware; (b) the Securities and Exchange Commission; (c) the Internal Revenue Service; (d) the United States Attorney Office for District of Delaware; (e) counsel to the Prepetition Lenders; (f) counsel to the

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DIP Lenders, (g) counsel to the Indenture Trustee; (h) the parties included on the Debtors’ list of thirty (30) largest unsecured creditors; (i) any statutory committee appointed under section 1102 of the Bankruptcy Code; and (j) the indenture trustees, transfer agents, or brokerage firms for any class of common stock of VeraSun or any bonds or debentures of the Debtors. Notice served pursuant to the preceding sentence shall be via first class mail, postage prepaid. The Debtors shall also file a copy of this Order as an exhibit to a report on Form 8-K filed with the Securities and Exchange Commission. Additionally, the Debtors shall publish the Notice of Order in The Wall Street Journal and The Financial Times (U.S. edition). No further notice of entry of this Order need be served by the Debtors.

8. Any indenture trustee(s) or transfer agent(s) or brokerage firm(s), whether holding on its own account or on the account of any customer, for any bonds or debentures of the Debtors or any stock of VeraSun having notice hereof shall provide such Notice of Order to all holders of such bonds or debentures in excess of $10 million or stock in excess of 3,700,000 shares registered with such indenture trustee or transfer agent or brokerage firm; provided that, if any indenture trustee or transfer agent or brokerage firm provides the Debtors with the name and addresses of all holders of such bonds, debentures, or stock, the Debtors shall deliver the Notice of Order to such holders. Any such registered holder must, in turn, provide such Notice of Order to any holder for whose account such registered holder holds such bonds or debentures in excess of $10 million or stock in excess of 3,700,000 shares, and so on down the chain of ownership. Any person or entity or broker or agent acting on their behalf which sells claims against the Debtors in the aggregate principal amount of at least $2 million to another person or

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entity shall provide notification of the existence of this Order or its contents to such purchaser of such claims or to any broker or agent acting on such purchaser’s behalf, to the extent reasonably feasible. The Debtors are authorized, but not directed, to reimburse the indenture trustees, transfer agents and brokerage firms, and any registered holders required to provide the Notice of Order to a holder of bonds, debentures or stock, for any reasonable costs and expenses incurred by them in providing the Notice of Order to a holder of bonds, debentures or stock pursuant to this Section 8.

9. Any person or entity or broker or agent acting on such person or entity’s behalf who sells an aggregate amount of at least 2,000,000 shares of stock of VeraSun, or an option with respect thereto, to another person or entity shall provide a copy of the Notice of Order to such purchaser of such stock or to any broker or agent acting on such purchaser’s behalf.

10. Final relief with respect to the Order shall be heard at the next omnibus hearing, which is currently scheduled for December 2, 2008. Any objections with respect to this Order must be filed with the Court no later than November 24, 2008. This Order shall be effective until the Court issues a final order.

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11. The requirements set forth in this Order are in addition to the requirements of Bankruptcy Rule 3001 and all applicable securities, corporate and other laws, and do not excuse compliance therewith.

12. This Court shall retain jurisdiction with respect to all matters relating to the interpretation or implementation of this Order.

Dated: Wilmington, Delaware

            November 6, 2008

/s/    Brendan L. Shannon

UNITED STATES BANKRUPTCY JUDGE

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Exhibit 1A

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VERASUN ENERGY CORPORATION, et al.,	:
	:	Chapter 11
Debtors.	:
	:	Jointly Administered
	:
	x

NOTICE OF STATUS AS A SUBSTANTIAL SHAREHOLDER¹

PLEASE TAKE NOTICE that [Name of Shareholder] is/has become a Substantial Shareholder with respect to the common stock (including any options with respect thereto) (the “Common Stock”) of VeraSun Energy Corporation (“VeraSun”), a debtor and debtor-in-possession in Case No. 12606 (BLS) pending in the United States Bankruptcy Court for the District of Delaware.

PLEASE TAKE FURTHER NOTICE that, as of [Date], [Name of Shareholder] beneficially owns [                            ] shares of the Common Stock of VeraSun. The following table sets forth the date(s) on which [Name of Shareholder] acquired or otherwise became the beneficial owner of such Common Stock:

Number Of Shares	Date Acquired
(Attach additional page if necessary)

¹ For purposes of this Order, (A) a “Substantial Shareholder” is any person or entity which beneficially owns at least 7,464,414 shares (representing approximately 4.75% of all issued and outstanding shares) of the common stock of VeraSun, (B) “beneficial ownership” shall be determined in accordance with applicable rules under I.R.C. § 382, Treasury Regulations promulgated thereunder, and rulings issued by the Internal Revenue Service, and thus, to the extent provided therein, from time to time shall include, without limitation, direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holder’s family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership of shares which such holder has an option to acquire, and (C) an “option” to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

PLEASE TAKE FURTHER NOTICE that the taxpayer identification number of [Name of Shareholder] is [                            ].

PLEASE TAKE FURTHER NOTICE that, under penalties of perjury, [Name of Shareholder] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice are true, correct, and complete.

PLEASE TAKE FURTHER NOTICE that, pursuant to that certain Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [_]), this Notice is being (a) filed with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3^rd Floor, Wilmington, Delaware 19801, and (b) served upon counsel to the Debtors, Skadden, Arps, Slate, Meagher & Flom LLP, 333 W. Wacker Drive, Suite 2100, Chicago, IL 60606 (Attn: Peter E. Krebs).

	Respectfully submitted,
	(Name of Shareholder)
By:
Name:
Title:
Address:
Telephone:
Facsimile:

Date:                     

2

Exhibit 1B

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VERASUN ENERGY CORPORATION, et al.,	:
	:	Chapter 11
Debtors.	:
	:	Jointly Administered
	:
	x

NOTICE OF INTENT TO PURCHASE, ACQUIRE, OR OTHERWISE

ACCUMULATE AN EQUITY INTEREST

PLEASE TAKE NOTICE THAT [Name of Prospective Acquirer] hereby provides notice of its intention to purchase, acquire, or otherwise accumulate one or more shares of the common stock (the “Common Stock”) of VeraSun Energy Corporation (“VeraSun”) or an option with respect thereto (the “Proposed Transfer”).

PLEASE TAKE FURTHER NOTICE THAT, if applicable, on [Prior Date(s)], [Name of Prospective Acquirer] filed a Notice of Status as a Substantial Shareholder¹ with the United States Bankruptcy Court for the District of Delaware (the “Court”) and served copies thereof on the Debtors’ counsel.

¹ For purposes of this Order, (A) a “Substantial Shareholder” is any person or entity which beneficially owns at least 7,464,414 shares (representing approximately 4.75% of all issued and outstanding shares) of the common stock of VeraSun, (B) “beneficial ownership” shall be determined in accordance with applicable rules under I.R.C. § 382, Treasury Regulations promulgated thereunder, and rulings issued by the Internal Revenue Service, and thus, to the extent provided therein, from time to time shall include, without limitation, direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holder’s family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership of shares which such holder has an option to acquire, and (C) an “option” to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

PLEASE TAKE FURTHER NOTICE THAT [Name of Prospective Acquirer] currently beneficially owns [                            ] shares of the Common Stock of VeraSun.

PLEASE TAKE FURTHER NOTICE THAT, pursuant to the Proposed Transfer, [Name of Prospective Acquirer] proposes to purchase, acquire, or otherwise accumulate [                            ] shares of Common Stock or an option with respect to [                            ] shares of Common Stock. If the Proposed Transfer is permitted to occur, [Name of Prospective Acquirer] will beneficially own [                            ] shares of Common Stock after the transfer (including any options with respect to any Common Stock).

PLEASE TAKE FURTHER NOTICE THAT the taxpayer identification number of [Name of Prospective Acquirer] is [                            ].

PLEASE TAKE FURTHER NOTICE that, under penalties of perjury, [Name of Prospective Acquirer] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice are true, correct, and complete.

PLEASE TAKE FURTHER NOTICE that, pursuant to that certain Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [_]), this Notice is being (a) filed with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3^rd Floor, Wilmington, Delaware 19801, and (b) served upon counsel to the Debtors, Skadden, Arps, Slate, Meagher & Flom LLP, 333 W. Wacker Drive, Suite 2100, Chicago, IL 60606 (Attn: Peter E. Krebs).

PLEASE TAKE FURTHER NOTICE that the Debtors have 30 calendar days after receipt of this Notice to object to the Proposed Transfer described herein. If the Debtors file an objection, such Proposed Transfer will not be effective unless approved by a final and nonappealable order of the Court. If the Debtors do not object within such 30-day period, then after expiration of such period the Proposed Transfer may proceed solely as set forth in the Notice.

2

PLEASE TAKE FURTHER NOTICE that any further transactions contemplated by [Name of Prospective Acquirer] that may result in [Name of Prospective Acquirer] purchasing, acquiring or otherwise accumulating additional shares of Common Stock (or an option with respect thereto) will each require an additional notice filed with the Court to be served in the same manner as this Notice.

	Respectfully submitted,
	(Name of Prospective Acquirer)
By:
Name:
Title:
Address:
Telephone:
Facsimile:

Date:                     

3

Exhibit 1C

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VERASUN ENERGY CORPORATION, et al.,	:
	:	Chapter 11
Debtors.	:
	:	Jointly Administered
	:
	x

NOTICE OF INTENT TO SELL, TRADE OR OTHERWISE

TRANSFER AN EQUITY INTEREST

PLEASE TAKE NOTICE THAT [Name of Prospective Seller] hereby provides notice of its intention to sell, trade, or otherwise transfer one or more shares of the common stock (the “Common Stock”) of VeraSun Energy Corporation (“VeraSun”) or an option with respect thereto (the “Proposed Transfer”).

PLEASE TAKE FURTHER NOTICE THAT, if applicable, on [Prior Date(s)], [Name of Prospective Seller] filed a Notice of Status as a Substantial Shareholder³ with the United States Bankruptcy Court for the District of Delaware (the “Court”) and served copies thereof on the Debtors’ counsel.

³ For purposes of this Order, (A) a “Substantial Shareholder” is any person or entity which beneficially owns at least 7,464,414 shares (representing approximately 4.75% of all issued and outstanding shares) of the common stock of VeraSun, (B) “beneficial ownership” shall be determined in accordance with applicable rules under I.R.C. § 382, Treasury Regulations promulgated thereunder, and rulings issued by the Internal Revenue Service, and thus, to the extent provided therein, from time to time shall include, without limitation, direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holder’s family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership of shares which such holder has an option to acquire, and (C) an “option” to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

PLEASE TAKE FURTHER NOTICE THAT [Name of Prospective Seller] currently beneficially owns [                            ] shares of the Common Stock of VeraSun (including any options with respect to any Common Stock).

PLEASE TAKE FURTHER NOTICE THAT, pursuant to the Proposed Transfer, [Name of Prospective Seller] proposes to sell, trade, or otherwise transfer [                            ] shares of Common Stock or an option with respect to [                            ] shares of Common Stock. If the Proposed Transfer is permitted to occur, [Name of Prospective Seller] will beneficially own [                            ] shares of Common Stock after the transfer.

PLEASE TAKE FURTHER NOTICE THAT the taxpayer identification number of [Name of Prospective Seller] is [                            ].

PLEASE TAKE FURTHER NOTICE that, under penalties of perjury, [Name of Prospective Seller] hereby declares that it has examined this Notice and accompanying attachments (if any), and, to the best of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice are true, correct, and complete.

PLEASE TAKE FURTHER NOTICE that, pursuant to that certain Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [    ]), this Notice is being (a) filed with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3^rd Floor, Wilmington, Delaware 19801, and (b) served upon counsel to the Debtors, Skadden, Arps, Slate, Meagher & Flom LLP, 333 W. Wacker Drive, Suite 2100, Chicago, IL 60606 (Attn: Peter E. Krebs).

PLEASE TAKE FURTHER NOTICE that the Debtors have 30 calendar days after receipt of this Notice to object to the Proposed Transfer described herein. If the Debtors file an objection, such Proposed Transfer will not be effective unless approved by a final and nonappealable order of the Court. If the Debtors do not object within such 30-day period, then after expiration of such period the Proposed Transfer may proceed solely as set forth in the Notice.

PLEASE TAKE FURTHER NOTICE that any further transactions contemplated by [Name of Prospective Seller] that may result in [Name of Prospective Seller] selling, trading or otherwise transferring shares of Common Stock (or an option with respect thereto) will each require an additional notice filed with the Court to be served in the same manner as this Notice.

	Respectfully submitted,
	(Name of Prospective Seller)
By:
Name:
Title:
Address:
Telephone:
Facsimile:

Date:                     

EXHIBIT 2A

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VeraSun Energy Corporation, et al.,	:
	:	Chapter 11
Debtors.1	:
	:	Joint Administration Pending
	:
	x

NOTICE OF (A) FILING OF DISCLOSURE STATEMENT WITH RESPECT TO

382(l)(5) PLAN OF REORGANIZATION, (B) THRESHOLD AMOUNT,

(C) DISCLOSURE STATEMENT NOTICE RECORD DATE AND

(D) OBLIGATIONS OF BENEFICIAL CLAIMHOLDERS

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. Entry of Order. On [                    ], 2008, the United States Bankruptcy Court for the District of Delaware entered the Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [    ]) (the “Trading Order”). Unless otherwise defined in this Notice, capitalized terms and phrases used herein have the meanings given to them in the Trading Order.

¹ The Debtors consist of: VeraSun Energy Corporation (EIN: 20-3430241); ASA Albion, LLC (EIN: 55-0907221); ASA Bloomingburg, LLC (EIN: 55-0907224); ASA Linden, LLC (EIN: 55-0907228); ASA OpCo Holdings, LLC (EIN: 68-0609122) US Bio Marion, LLC (EIN: 20-34377343); US BioEnergy Corporation (EIN: 20-1811472); VeraSun Albert City, LLC (EIN: (20-2264707); VeraSun Aurora Corporation (EIN: 40-0462174); VeraSun BioDiesel, LLC (EIN: 20-3790860); VeraSun Central City, LLC (EIN: (55-0816855); VeraSun Charles City, LLC (EIN: 20-3735184); VeraSun Dyersville, LLC (20-5765890); VeraSun Fort Dodge, LLC (EIN: 42-1630527); VeraSun Granite City, LLC (EIN: 20-5909621); VeraSun Hankinson, LLC (90-0287129); VeraSun Hartley, LLC (EIN: 20-5381200); VeraSun Janesville, LLC (EIN: 20-4420290); VeraSun Litchfield, LLC (EIN: 20-8621370); VeraSun Marketing, LLC (EIN: 20-3693800); VeraSun Ord, LLC (75-3204878); VeraSun Reynolds, LLC (EIN: 20-5914827); VeraSun Tilton, LLC (EIN: 26-1539139); VeraSun Welcome, LLC (EIN: 20-4115888); VeraSun Woodbury, LLC (20-0647425).

2. Notice of Filing of Disclosure Statement with Respect to 382(l)(5) Plan of Reorganization. On [Date], the Debtors filed a disclosure statement (Docket No. [    ]) with respect to the [caption of plan] (Docket No. [    ]) (the “Plan”). The Plan is a 382(l)(5) Plan, as defined in the Trading Order and has been filed with the Court.

3. Threshold Amount. The Debtors’ most current estimate of the Threshold Amount² of Claims is [            ].

4. Disclosure Statement Notice Record Date. The Disclosure Statement Notice Record Date is 5:00 p.m., New York Time, on [insert date that is ten business days prior to the date set for the hearing on the Disclosure Statement].

5. Obligation of Beneficial Claimholders. Each Beneficial Claimholder who holds more than the Threshold Amount of Claims as of the Disclosure Statement Notice Record Date must, in order to comply with the Trading Order, e-mail and fax to counsel to the Debtors a report in the form attached hereto as Annex 1 (the “Initial Holdings Report”) identifying (a) the nature and amount of Claims held by such Beneficial Holder as of the Disclosure Statement Notice Record Date and (b) the Protected Amount of Claims that is in excess of the Threshold Amount of Claims.³

6. Deadline for Serving Initial Holdings Report. The Initial Holdings Report shall be served in accordance with the preceding sentence to the e-mail addresses and fax numbers identified on the attached Annex 1 no later than 5:00 p.m., New York Time, on [date that is three business days prior to the first date set by the Court for the hearing to consider the Disclosure Statement].

Dated:	Wilmington, Delaware	BY ORDER OF THE COURT
	[Date]

² The term “Threshold Amount” is defined in the Trading Order as: “the amount of Claims that are projected by the Debtors to entitle the Beneficial Claimholder thereof to become the Beneficial Claimholder of the Applicable Percentage of Affected Securities.”

³ The term “Protected Amount” is defined in the Trading Order as: “the amount of Claims of which a Beneficial Claimholder had Beneficial Ownership on the Petition Date, increased by the amount of Claims of which such Beneficial Claimholder acquires Beneficial Ownership pursuant to trades entered into before the Petition Date that had not yet closed as of the Petition Date minus the amount of Claims that such Beneficial Claimholder sells pursuant to trades entered into before the Petition Date that had not yet closed as of the Petition Date.”

2

ANNEX 1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VeraSun Energy Corporation, et al.,	:
	:	Chapter 11
Debtors.1	:
	:	Joint Administration Pending
	:
	x

INITIAL HOLDINGS REPORT

This Initial Holdings Report is being submitted as required by the Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [    ]) (the “Trading Order”). Unless otherwise defined in this Report, capitalized terms and phrases used herein have the meanings given to them in the Trading Order.

¹ The Debtors consist of: VeraSun Energy Corporation (EIN: 20-3430241); ASA Albion, LLC (EIN: 55-0907221); ASA Bloomingburg, LLC (EIN: 55-0907224); ASA Linden, LLC (EIN: 55-0907228); ASA OpCo Holdings, LLC (EIN: 68-0609122) US Bio Marion, LLC (EIN: 20-34377343); US BioEnergy Corporation (EIN: 20-1811472); VeraSun Albert City, LLC (EIN: (20-2264707); VeraSun Aurora Corporation (EIN: 40-0462174); VeraSun BioDiesel, LLC (EIN: 20-3790860); VeraSun Central City, LLC (EIN: (55-0816855); VeraSun Charles City, LLC (EIN: 20-3735184); VeraSun Dyersville, LLC (20-5765890); VeraSun Fort Dodge, LLC (EIN: 42-1630527); VeraSun Granite City, LLC (EIN: 20-5909621); VeraSun Hankinson, LLC (90-0287129); VeraSun Hartley, LLC (EIN: 20-5381200); VeraSun Janesville, LLC (EIN: 20-4420290); VeraSun Litchfield, LLC (EIN: 20-8621370); VeraSun Marketing, LLC (EIN: 20-3693800); VeraSun Ord, LLC (75-3204878); VeraSun Reynolds, LLC (EIN: 20-5914827); VeraSun Tilton, LLC (EIN: 26-1539139); VeraSun Welcome, LLC (EIN: 20-4115888); VeraSun Woodbury, LLC (20-0647425).

1. As of the Disclosure Statement Notice Record Date, the undersigned is the Beneficial Owner of the following Claims:

Nature of Claim(s) (e.g., trade claim, rejection damage claim, bond claim, indemnity claim, etc.)	Dollar Amount of Claim(s)
Total

2. As of the Petition Date, the undersigned’s Protected Amount of Claims in excess of the Threshold Amount of Claims was $            .

3. In accordance with the Trading Order, a copy of this Initial Holdings Report was served by the undersigned by fax and e-mail on:

a. Counsel for the Debtors:

Peter E. Krebs, Esq.

SKADDEN, ARPS, SLATE, MEAGHER AND FLOM

333 West Wacker Drive

Chicago, Illinois 60606-1285

Facsimile: (312) 827-9369

E-mail: Peter.Krebs@skadden.com

- 2 -

Name

Social Security or Federal Tax I.D. No. (optional)

Signature

If by Authorized Agent, Name and Title

Street Address

City, State, Zip Code

Telephone Number

Date

- 3 -

EXHIBIT 2B

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VeraSun Energy Corporation, et al.,	:
	:	Chapter 11
Debtors.1	:
	:	Joint Administration Pending
	:
	x

INITIAL HOLDINGS REPORT

This Initial Holdings Report is being submitted as required by the Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [    ]) (the “Trading Order”). Unless otherwise defined in this Report, capitalized terms and phrases used herein have the meanings given to them in the Trading Order.

¹ The Debtors consist of: VeraSun Energy Corporation (EIN: 20-3430241); ASA Albion, LLC (EIN: 55-0907221); ASA Bloomingburg, LLC (EIN: 55-0907224); ASA Linden, LLC (EIN: 55-0907228); ASA OpCo Holdings, LLC (EIN: 68-0609122) US Bio Marion, LLC (EIN: 20-34377343); US BioEnergy Corporation (EIN: 20-1811472); VeraSun Albert City, LLC (EIN: (20-2264707); VeraSun Aurora Corporation (EIN: 40-0462174); VeraSun BioDiesel, LLC (EIN: 20-3790860); VeraSun Central City, LLC (EIN: (55-0816855); VeraSun Charles City, LLC (EIN: 20-3735184); VeraSun Dyersville, LLC (20-5765890); VeraSun Fort Dodge, LLC (EIN: 42-1630527); VeraSun Granite City, LLC (EIN: 20-5909621); VeraSun Hankinson, LLC (90-0287129); VeraSun Hartley, LLC (EIN: 20-5381200); VeraSun Janesville, LLC (EIN: 20-4420290); VeraSun Litchfield, LLC (EIN: 20-8621370); VeraSun Marketing, LLC (EIN: 20-3693800); VeraSun Ord, LLC (75-3204878); VeraSun Reynolds, LLC (EIN: 20-5914827); VeraSun Tilton, LLC (EIN: 26-1539139); VeraSun Welcome, LLC (EIN: 20-4115888); VeraSun Woodbury, LLC (20-0647425).

1. As of the Disclosure Statement Notice Record Date, the undersigned is the Beneficial Owner of the following Claims:

Nature of Claim(s) (e.g., trade claim, rejection damage claim, bond claim, indemnity claim, etc.)	Dollar Amount of Claim(s)
Total

2. As of the Petition Date, the undersigned’s Protected Amount of Claims in excess of the Threshold Amount of Claims was $            .

3. In accordance with the Trading Order, a copy of this Initial Holdings Report was served by the undersigned by fax and e-mail on:

a. Counsel for the Debtors:

Peter E. Krebs, Esq.

SKADDEN, ARPS, SLATE, MEAGHER AND FLOM

333 West Wacker Drive

Chicago, Illinois 60606-1285

Facsimile: (312) 827-9369

E-mail: Peter.Krebs@skadden.com

- 2 -

Name

Social Security or Federal Tax I.D. No. (optional)

Signature

If by Authorized Agent, Name and Title

Street Address

City, State, Zip Code

Telephone Number

Date

- 3 -

EXHIBIT 2C

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VeraSun Energy Corporation, et al.,	:
	:	Chapter 11
Debtors.1	:
	:	Joint Administration Pending
	:
	x

NOTICE OF (A) THRESHOLD AMOUNT,

(B) PRE-CONFIRMATION NOTICE RECORD DATE AND

(C) OBLIGATIONS OF BENEFICIAL CLAIMHOLDERS

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. Entry of Order. On[                    ], 2008, the United States Bankruptcy Court for the District of Delaware entered the Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [    ]) (the “ Trading Order”). Unless otherwise defined in this Notice, capitalized terms and phrases used herein have the meanings given to them in the Trading Order.

2. Threshold Amount. The Debtor’s current estimate of the Threshold Amount² of Claims is [            ].

¹ The Debtors consist of: VeraSun Energy Corporation (EIN: 20-3430241); ASA Albion, LLC (EIN: 55-0907221); ASA Bloomingburg, LLC (EIN: 55-0907224); ASA Linden, LLC (EIN: 55-0907228); ASA OpCo Holdings, LLC (EIN: 68-0609122) US Bio Marion, LLC (EIN: 20-34377343); US BioEnergy Corporation (EIN: 20-1811472); VeraSun Albert City, LLC (EIN: (20-2264707); VeraSun Aurora Corporation (EIN: 40-0462174); VeraSun BioDiesel, LLC (EIN: 20-3790860); VeraSun Central City, LLC (EIN: (55-0816855); VeraSun Charles City, LLC (EIN: 20-3735184); VeraSun Dyersville, LLC (20-5765890); VeraSun Fort Dodge, LLC (EIN: 42-1630527); VeraSun Granite City, LLC (EIN: 20-5909621); VeraSun Hankinson, LLC (90-0287129); VeraSun Hartley, LLC (EIN: 20-5381200); VeraSun Janesville, LLC (EIN: 20-4420290); VeraSun Litchfield, LLC (EIN: 20-8621370); VeraSun Marketing, LLC (EIN: 20-3693800); VeraSun Ord, LLC (75-3204878); VeraSun Reynolds, LLC (EIN: 20-5914827); VeraSun Tilton, LLC (EIN: 26-1539139); VeraSun Welcome, LLC (EIN: 20-4115888); VeraSun Woodbury, LLC (20-0647425).

² The term “Threshold Amount” is defined in the Trading Order as: “the amount of Claims that are projected by the Debtors to entitle the Beneficial Claimholder thereof to become the Beneficial Claimholder of the Applicable Percentage of Affected Securities.”

(cont’d)

3. Pre-Confirmation Notice Record Date. The Pre-Confirmation Notice Record Date is 5:00 p.m., New York Time, on [the service date, which shall not be less than ten days prior to the first date set by the Court for the commencement of the Confirmation Hearing].

4. Obligation of Beneficial Claimholders. Each Beneficial Claimholder who holds more than the Threshold Amount of Claims as of the Pre-Confirmation Notice Record Date (each, a “Substantial Claimholder”) must, in order to comply with the Trading Order, e-mail and fax to counsel to the Debtors a report in the form attached hereto as Annex 1 (the “Final Holdings Report”) identifying the nature and amount of Claims held by such Beneficial Holder as of the Pre-Confirmation Notice Record Date. To the extent any Substantial Claimholder did not file an Initial Holdings Report (as defined in the Trading Order), such Substantial Claimholder must also complete paragraph 2 of the Final Holdings Report identifying the Protected Amount of Claims that is in excess of the Threshold Amount of Claims.³

5. Deadline for Serving Final Holdings Report. The Final Holdings Report shall be served in accordance with the preceding sentence to the e-mail addresses and fax numbers identified on the attached Annex 1 no later than 5:00 p.m., New York Time, on [date that is three days prior to the first date set by the Court for the commencement of the Confirmation Hearing].

Dated:	Wilmington, Delaware	BY ORDER OF THE COURT
	[Insert Date]

(cont’d from previous page)

³ The term “Protected Amount” is defined in the Trading Order as: “the amount of Claims of which a Beneficial Claimholder had Beneficial Ownership on the Petition Date, increased by the amount of Claims of which such Beneficial Claimholder acquires Beneficial Ownership pursuant to trades entered into before the Petition Date that had not yet closed as of the Petition Date minus the amount of Claims that such Beneficial Claimholder sells pursuant to trades entered into before the Petition Date that had not yet closed as of the Petition Date.”

- 2 -

ANNEX 1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VeraSun Energy Corporation, et al.,	:
	:	Chapter 11
Debtors.1	:
	:	(Jointly Administered)
	:
	x

FINAL HOLDINGS REPORT

This Final Holdings Report is being submitted as required by the Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [    ]) (the “Trading Order”). Unless otherwise defined in this Report, capitalized terms and phrases used herein have the meanings given to them in the Trading Order.

¹ The Debtors consist of: VeraSun Energy Corporation (EIN: 20-3430241); ASA Albion, LLC (EIN: 55-0907221); ASA Bloomingburg, LLC (EIN: 55-0907224); ASA Linden, LLC (EIN: 55-0907228); ASA OpCo Holdings, LLC (EIN: 68-0609122) US Bio Marion, LLC (EIN: 20-34377343); US BioEnergy Corporation (EIN: 20-1811472); VeraSun Albert City, LLC (EIN: (20-2264707); VeraSun Aurora Corporation (EIN: 40-0462174); VeraSun BioDiesel, LLC (EIN: 20-3790860); VeraSun Central City, LLC (EIN: (55-0816855); VeraSun Charles City, LLC (EIN: 20-3735184); VeraSun Dyersville, LLC (20-5765890); VeraSun Fort Dodge, LLC (EIN: 42-1630527); VeraSun Granite City, LLC (EIN: 20-5909621); VeraSun Hankinson, LLC (90-0287129); VeraSun Hartley, LLC (EIN: 20-5381200); VeraSun Janesville, LLC (EIN: 20-4420290); VeraSun Litchfield, LLC (EIN: 20-8621370); VeraSun Marketing, LLC (EIN: 20-3693800); VeraSun Ord, LLC (75-3204878); VeraSun Reynolds, LLC (EIN: 20-5914827); VeraSun Tilton, LLC (EIN: 26-1539139); VeraSun Welcome, LLC (EIN: 20-4115888); VeraSun Woodbury, LLC (20-0647425).

1. As of the Pre-Confirmation Notice Record Date, the undersigned is the Beneficial Owner of the following Claims:

Nature of Claim(s) (e.g., trade claim, rejection damage claim, bond claim, indemnity claim, etc.)	Dollar Amount of Claim(s)
Total

2. As of the Petition Date, the undersigned’s Protected Amount of Claims in excess of the Threshold Amount of Claims was $            .

3. In accordance with the Trading Order, a copy of this Final Holdings Report was served by the undersigned by e-mail and fax on:

a. Counsel for the Debtors:

Peter E. Krebs, Esq.

SKADDEN, ARPS, SLATE, MEAGHER AND FLOM

333 West Wacker Drive

Chicago, Illinois 60606-1285

Facsimile: (312) 827-9369

E-mail: Peter.Krebs@skadden.com

- 2 -

Name

Social Security or Federal Tax I.D. No. (optional)

Signature

If by Authorized Agent, Name and Title

Street Address

City, State, Zip Code

Telephone Number

Date

- 3 -

EXHIBIT 2D

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VeraSun Energy Corporation, et al.,	:
	:	Chapter 11
Debtors.1	:
	:	Joint Administration Pending
	:
	x

FINAL HOLDINGS REPORT

This Final Holdings Report is being submitted as required by the Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [    ]) (the “Trading Order”). Unless otherwise defined in this Report, capitalized terms and phrases used herein have the meanings given to them in the Trading Order.

¹ The Debtors consist of: VeraSun Energy Corporation (EIN: 20-3430241); ASA Albion, LLC (EIN: 55-0907221); ASA Bloomingburg, LLC (EIN: 55-0907224); ASA Linden, LLC (EIN: 55-0907228); ASA OpCo Holdings, LLC (EIN: 68-0609122) US Bio Marion, LLC (EIN: 20-34377343); US BioEnergy Corporation (EIN: 20-1811472); VeraSun Albert City, LLC (EIN: (20-2264707); VeraSun Aurora Corporation (EIN: 40-0462174); VeraSun BioDiesel, LLC (EIN: 20-3790860); VeraSun Central City, LLC (EIN: (55-0816855); VeraSun Charles City, LLC (EIN: 20-3735184); VeraSun Dyersville, LLC (20-5765890); VeraSun Fort Dodge, LLC (EIN: 42-1630527); VeraSun Granite City, LLC (EIN: 20-5909621); VeraSun Hankinson, LLC (90-0287129); VeraSun Hartley, LLC (EIN: 20-5381200); VeraSun Janesville, LLC (EIN: 20-4420290); VeraSun Litchfield, LLC (EIN: 20-8621370); VeraSun Marketing, LLC (EIN: 20-3693800); VeraSun Ord, LLC (75-3204878); VeraSun Reynolds, LLC (EIN: 20-5914827); VeraSun Tilton, LLC (EIN: 26-1539139); VeraSun Welcome, LLC (EIN: 20-4115888); VeraSun Woodbury, LLC (20-0647425).

1. As of the Pre-Confirmation Notice Record Date, the undersigned is the Beneficial Owner of the following Claims:

Nature of Claim(s) (e.g., trade claim, rejection damage claim, bond claim, indemnity claim, etc.)	Dollar Amount of Claim(s)
Total

2. As of the Petition Date, the undersigned’s Protected Amount of Claims in excess of the Threshold Amount of Claims was $            .

3. In accordance with the Trading Order, a copy of this Final Holdings Report was served by the undersigned by e-mail and fax on:

a. Counsel for the Debtors:

Peter E. Krebs, Esq.

SKADDEN, ARPS, SLATE, MEAGHER AND FLOM

333 West Wacker Drive

Chicago, Illinois 60606-1285

Facsimile: (312) 827-9369

E-mail: Peter.Krebs@skadden.com

- 2 -

Name

Social Security or Federal Tax I.D. No. (optional)

Signature

If by Authorized Agent, Name and Title

Street Address

City, State, Zip Code

Telephone Number

Date

- 3 -

EXHIBIT 2E

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VeraSun Energy Corporation, et al.,	:
	:	Chapter 11
Debtors.1	:
	:	Joint Administration Pending
	:
	x

NOTICE OF (A) CONFIRMATION OF 382(l)(5) PLAN OF

REORGANIZATION, (B) MAXIMUM AMOUNT AND

(C) OBLIGATIONS OF SUBSTANTIAL CLAIMHOLDERS

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. Entry of Order. In [            ], 2008, the United States Bankruptcy Court for the District of Delaware entered the Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [    ]) (the “Trading Order”). Unless otherwise defined in this Notice, capitalized terms and phrases used herein have the meanings given to them in the Trading Order.

2. Notice of Confirmation of 382(l)(5) Plan of Reorganization. On [Date], the United States Bankruptcy Court for the District of Delaware confirmed the Plan. The Plan is a 382(l)(5) Plan as defined in the Trading Order.

3. Maximum Amount of Claims that May Be Held by a Substantial Claimholder. In accordance with Section 4 of the Trading Order, the Debtor has

¹ The Debtors consist of: VeraSun Energy Corporation (EIN: 20-3430241); ASA Albion, LLC (EIN: 55-0907221); ASA Bloomingburg, LLC (EIN: 55-0907224); ASA Linden, LLC (EIN: 55-0907228); ASA OpCo Holdings, LLC (EIN: 68-0609122) US Bio Marion, LLC (EIN: 20-34377343); US BioEnergy Corporation (EIN: 20-1811472); VeraSun Albert City, LLC (EIN: (20-2264707); VeraSun Aurora Corporation (EIN: 40-0462174); VeraSun BioDiesel, LLC (EIN: 20-3790860); VeraSun Central City, LLC (EIN: (55-0816855); VeraSun Charles City, LLC (EIN: 20-3735184); VeraSun Dyersville, LLC (20-5765890); VeraSun Fort Dodge, LLC (EIN: 42-1630527); VeraSun Granite City, LLC (EIN: 20-5909621); VeraSun Hankinson, LLC (90-0287129); VeraSun Hartley, LLC (EIN: 20-5381200); VeraSun Janesville, LLC (EIN: 20-4420290); VeraSun Litchfield, LLC (EIN: 20-8621370); VeraSun Marketing, LLC (EIN: 20-3693800); VeraSun Ord, LLC (75-3204878); VeraSun Reynolds, LLC (EIN: 20-5914827); VeraSun Tilton, LLC (EIN: 26-1539139); VeraSun Welcome, LLC (EIN: 20-4115888); VeraSun Woodbury, LLC (20-0647425).

calculated the Maximum Amount of Claims that may be held by [name of Substantial Claimholder], as of the Effective Date of the 382(l)(5) Plan, to be $[            ]. Such Amount was determined as follows:

[Insert Calculation]

4. Sell Down Amount. The total amount of Claims that all Substantial Claimholders must sell (to parties other than Substantial Claimholders or parties that would become Substantial Claimholders by reason of such sales to them) to effectuate the 382(l)(5) Plan is $[            ].

[Insert Calculation]

5. Objection to Maximum Amount or Sell Down Amount. A Substantial Claimholder who has complied with the notice procedures contained in Section 4 of the Trading Order may, no later than 10 calendar days from service of this Sell-Down Notice, object to the manner in which the Maximum Amount or the Sell-Down Amount specified in this Sell-Down Notice were calculated or on the grounds that this Sell-Down Notice contains a mathematical error that would result in requiring the Substantial Claimholder to reduce its ownership below the Maximum Amount or the Protected Amount for such Substantial Claimholder. Any such objection must be e-mailed and faxed to counsel to the Debtors at the e-mail addresses and fax numbers identified on the attached Annex 1. In connection with any such objection, the Substantial Claimholder shall disclose its holdings to counsel to the Debtors as of the time of the filing of the objection and as of the time of any hearing on such objection. The Debtors may serve a new Sell-Down Notice by overnight delivery service within the United States correcting such errors; any Substantial Claimholder required to sell additional Claims as a result of such correction shall have 20 calendar days from service of any new Sell-Down Notice to effect the additional Sell-Down.

6. Obligations of Substantial Claimholders. As ordered and directed in the Trading Order, prior to the Effective Date, each Substantial Claimholder shall sell an amount of Claims equal to its share of the Sell-Down Amount or such other amount necessary so that no Substantial Claimholder shall, as of the Effective Date, hold Claims in excess of the Maximum Amount for such claimholder (the “Sell-Down”). Each Substantial Claimholder shall sell or otherwise transfer its Claims subject to the Sell-Down to unrelated persons or entities; provided further that the Substantial Claimholder shall not have a reasonable basis to believe that such persons or entities, would own, immediately after the contemplated consummation of such transfer, an amount of Claims in excess of the Maximum Amount for such claimholder.

7. Notice of Compliance. A Substantial Claimholder subject to the Sell-Down shall, before the Effective Date and as a condition to receiving Affected Securities, e-mail and fax to counsel to the Debtors at the e-mail address and fax number identified on the attached Annex 1, a written statement in the form attached hereto as Annex 1 that such Substantial Claimholder has complied with the terms and conditions set

- 2 -

forth in this Notice and Paragraph 4 of the Trading Order and that such Substantial Claimholder does not hold Claims, as of the Effective Date, in an amount in excess of the Maximum Amount.

Dated:	Wilmington, Delaware	BY ORDER OF THE COURT
	[Insert Date]

- 3 -

ANNEX 1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VeraSun Energy Corporation, et al.,	:
	:	Chapter 11
Debtors.1	:
	:	Joint Administration Pending
	:
	x

Notice of Compliance

This Notice of Compliance is being submitted as required by the Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [_]) (the “Trading Order”). Unless otherwise defined in this Notice, capitalized terms and phrases used herein have the meanings given to them in the Trading Order.

¹ The Debtors consist of: VeraSun Energy Corporation (EIN: 20-3430241); ASA Albion, LLC (EIN: 55-0907221); ASA Bloomingburg, LLC (EIN: 55-0907224); ASA Linden, LLC (EIN: 55-0907228); ASA OpCo Holdings, LLC (EIN: 68-0609122) US Bio Marion, LLC (EIN: 20-34377343); US BioEnergy Corporation (EIN: 20-1811472); VeraSun Albert City, LLC (EIN: (20-2264707); VeraSun Aurora Corporation (EIN: 40-0462174); VeraSun BioDiesel, LLC (EIN: 20-3790860); VeraSun Central City, LLC (EIN: (55-0816855); VeraSun Charles City, LLC (EIN: 20-3735184); VeraSun Dyersville, LLC (20-5765890); VeraSun Fort Dodge, LLC (EIN: 42-1630527); VeraSun Granite City, LLC (EIN: 20-5909621); VeraSun Hankinson, LLC (90-0287129); VeraSun Hartley, LLC (EIN: 20-5381200); VeraSun Janesville, LLC (EIN: 20-4420290); VeraSun Litchfield, LLC (EIN: 20-8621370); VeraSun Marketing, LLC (EIN: 20-3693800); VeraSun Ord, LLC (75-3204878); VeraSun Reynolds, LLC (EIN: 20-5914827); VeraSun Tilton, LLC (EIN: 26-1539139); VeraSun Welcome, LLC (EIN: 20-4115888); VeraSun Woodbury, LLC (20-0647425).

1. The undersigned has complied in full with the Sell-Down Procedures set forth in Section 4 of the Trading Order and does not hold Claims, as of the Effective Date, in an amount in excess of $             , the Maximum Amount.

2. In accordance with the Trading Order, the undersigned served a copy of this Notice on counsel for the Debtors at the e-mail address(es) and fax number(s) identified below.

3. Service Information.

a.	Counsel for the Debtors:
	Peter E. Krebs, Esq.
	SKADDEN, ARPS, SLATE, MEAGHER AND FLOM
	333 West Wacker Drive
	Chicago, Illinois 60606-1285
	Facsimile: (312) 827-9369
	E-mail: Peter.Krebs@skadden.com

- 2 -

Name

Social Security or Federal Tax I.D. No. (optional)

Signature

If by Authorized Agent, Name and Title

Street Address

City, State, Zip Code

Telephone Number

Date

- 3 -

EXHIBIT 2F

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VeraSun Energy Corporation, et al.,	:
	:	Chapter 11
Debtors.1	:
	:	Joint Administration Pending
	:
	x

Notice of Compliance

This Notice of Compliance is being submitted as required by the Interim Order Under 11 U.S.C. §§ 105, 362 and 541 and Fed. R. Bankr. P. 3001 and 3002 (I) Establishing Notification and Hearing Procedures for Trading in Equity Securities and (II) Establishing the Notice and Sell-Down Procedures for Trading in Claims Against the Debtors’ Estates (Docket No. [    ]) (the “Trading Order”). Unless otherwise defined in this Notice, capitalized terms and phrases used herein have the meanings given to them in the Trading Order.

¹ The Debtors consist of: VeraSun Energy Corporation (EIN: 20-3430241); ASA Albion, LLC (EIN: 55-0907221); ASA Bloomingburg, LLC (EIN: 55-0907224); ASA Linden, LLC (EIN: 55-0907228); ASA OpCo Holdings, LLC (EIN: 68-0609122) US Bio Marion, LLC (EIN: 20-34377343); US BioEnergy Corporation (EIN: 20-1811472); VeraSun Albert City, LLC (EIN: (20-2264707); VeraSun Aurora Corporation (EIN: 40-0462174); VeraSun BioDiesel, LLC (EIN: 20-3790860); VeraSun Central City, LLC (EIN: (55-0816855); VeraSun Charles City, LLC (EIN: 20-3735184); VeraSun Dyersville, LLC (20-5765890); VeraSun Fort Dodge, LLC (EIN: 42-1630527); VeraSun Granite City, LLC (EIN: 20-5909621); VeraSun Hankinson, LLC (90-0287129); VeraSun Hartley, LLC (EIN: 20-5381200); VeraSun Janesville, LLC (EIN: 20-4420290); VeraSun Litchfield, LLC (EIN: 20-8621370); VeraSun Marketing, LLC (EIN: 20-3693800); VeraSun Ord, LLC (75-3204878); VeraSun Reynolds, LLC (EIN: 20-5914827); VeraSun Tilton, LLC (EIN: 26-1539139); VeraSun Welcome, LLC (EIN: 20-4115888); VeraSun Woodbury, LLC (20-0647425).

1. The undersigned has complied in full with the Sell-Down Procedures set forth in Section 4 of the Trading Order and does not hold Claims, as of the Effective Date, in an amount in excess of $             , the Maximum Amount.

2. In accordance with the Trading Order, the undersigned served a copy of this Notice on counsel for the Debtors at the e-mail address(es) and fax number(s) identified below.

3. Service Information.

a.	Counsel for the Debtors:
	Peter E. Krebs, Esq.
	SKADDEN, ARPS, SLATE, MEAGHER AND FLOM
	333 West Wacker Drive
	Chicago, Illinois 60606-1285
	Facsimile: (312) 827-9369
	E-mail: Peter.Krebs@skadden.com

- 2 -

Name

Social Security or Federal Tax I.D. No. (optional)

Signature

If by Authorized Agent, Name and Title

Street Address

City, State, Zip Code

Telephone Number

Date

- 3 -

Exhibit 3

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

	x
	:
In re	:
	:	Case No. 08-12606 (BLS)
VERASUN ENERGY CORPORATION, et al.,	:
	:	Chapter 11
Debtors.	:
	:	Jointly Administered
	:
	x

NOTICE OF INTERIM ORDER UNDER 11 U.S.C. §§ 105, 362 AND 541 AND

FED.R. BANKR. P. 3001 AND 3002 (I) ESTABLISHING NOTIFICATION AND

HEARING PROCEDURES FOR TRADING IN EQUITY SECURITIES AND (II)

ESTABLISHING THE NOTICE AND SELL-DOWN PROCEDURES

FOR TRADING IN CLAIMS AGAINST THE DEBTORS’ ESTATES

TO ALL PERSONS OR ENTITIES WITH CLAIMS AGAINST OR EQUITY INTERESTS IN THE DEBTORS¹:

PLEASE TAKE NOTICE that on October 31, 2008 (“Petition Date”), VeraSun Energy Corporation (“VeraSun”) and certain of its subsidiaries and affiliates (the “Affiliate Debtors,” and together with VeraSun, the “Debtors”), commenced cases under chapter 11 of title 11 of the United States Code 11 U.S.C. §§ 101-1330, as amended (the “Bankruptcy Code”). Subject to certain exceptions, section 362 of the Bankruptcy Code operates as a stay of any act to obtain possession of property of the Debtors’ estates or of property from the Debtors’ estates or to exercise control over property of the Debtors’ estates.

PLEASE TAKE FURTHER NOTICE that on October 31, 2008, the Debtors filed a motion seeking entry of an order pursuant to sections 105, 362, and 541 of

¹ The Debtors are the following entities: VeraSun Energy Corporation; ASA Albion, LLC; ASA Bloomingburg, LLC; ASA Linden, LLC; ASA OpCo Holdings, LLC; Clean Tec Aviation Fuels, LLC; US Bio Grain CPI, LLC; US Bio Ingredit, LLC; US Bio Marion, LLC; US Bio Marshall, LLC; US BioEnergy Corporation; VeraSun Albert City, LLC; VeraSun Aurora Corporation; VeraSun BioDiesel, LLC; VeraSun Central City, LLC; VeraSun Charles City, LLC; VeraSun Dyersville, LLC; VeraSun Fort Dodge, LLC; VeraSun Granite City, LLC; VeraSun Hankinson, LLC; VeraSun Hartley, LLC; VeraSun Janesville, LLC; VeraSun Litchfield, LLC; VeraSun Marketing, LLC; VeraSun Ord, LLC; VeraSun Reynolds, LLC; VeraSun Tilton, LLC; VeraSun Welcome, LLC; VeraSun Woodbury, LLC.

the Bankruptcy Code establishing notification and hearing procedures for trading in equity securities and (II) establishing the notice and sell-down procedures for trading in claims against the Debtors’ estates (the “Motion”).

PLEASE TAKE FURTHER NOTICE THAT on November 6, 2008, the United States Bankruptcy Court for the District of Delaware (the “Court”) entered an order approving the procedures set forth below on an interim basis in order to preserve the Debtors’ net operating losses and certain other tax attributes (“Tax Attributes”) pursuant to sections 105, 362, and 541 of the Bankruptcy Code (the “Order”). Except as otherwise provided in the Order, any sale or other transfer of claims against or equity securities in the Debtors in violation of the procedures set forth below shall be null and void ab initio as an act in violation of the automatic stay under section 362 of the Bankruptcy Code.

PLEASE TAKE FURTHER NOTICE that final relief with respect to the Order shall be heard at the next omnibus hearing, which is currently scheduled for December 2, 2008. Any objections with respect to the Order must be filed with the Court no later than November 24, 2008. The Order shall be effective until the Court issues a final order.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Order, the following procedures shall apply to holding and trading in EQUITY SECURITIES OF VERASUN:

(a) Any person or entity (as defined in Treasury Regulations section 1.382-3(a) for purposes of this Section 3) who currently is or becomes a Substantial Shareholder (as defined in paragraph (e) below) shall file with this Court, and serve on the Debtors and counsel to the Debtors, a notice of such status, in the form attached hereto as Exhibit 1A, on or before the later of (A) 20 days after the effective date of the notice of entry of this Order or (B) ten days after becoming a Substantial Shareholder.

(b) Prior to effectuating any transfer of equity securities (including options to acquire stock, as defined in paragraph (e) below) that would result in an increase in the amount of common stock of VeraSun beneficially owned by a Substantial Shareholder or would result in a person’s or entity’s becoming a Substantial Shareholder, such Substantial Shareholder shall file with this Court, and serve on the Debtors and counsel to the Debtors, advance written notice, in the form attached hereto as Exhibit 1B, of the intended transfer of equity securities.

(c) Prior to effectuating any transfer of equity securities (including options to acquire stock, as defined in paragraph (e) below) that would result in a decrease in the amount of common stock of VeraSun beneficially owned by a Substantial Shareholder or would result in a person or entity’s ceasing to be a Substantial Shareholder, such Substantial Shareholder shall file with this Court, and serve on the Debtors and counsel to the Debtors, advance written notice, in the form attached hereto as Exhibit 1C, of the intended transfer of equity securities (the notices required to be filed and served under paragraph (b) and this paragraph (c), each a “Notice of Proposed Transfer”).

2

(d) The Debtors shall have 30 calendar days after receipt of a Notice of Proposed Transfer to file with this Court and serve on such Substantial Shareholder an objection to any proposed transfer of equity securities described in the Notice of Proposed Transfer on the grounds that such transfer may adversely affect the Debtors’ ability to utilize their Tax Attributes. If the Debtors file an objection, such transaction will not be effective unless approved by a final and nonappealable order of this Court. If the Debtors do not object within such 30-day period, such transaction may proceed solely as set forth in the Notice of Proposed Transfer. Further transactions within the scope of this paragraph must be the subject of additional notices as set forth herein, with an additional 30-day waiting period.

(e) For purposes of this Order, (A) a “Substantial Shareholder” is any person or entity which beneficially owns at least 7,464,414 shares (representing approximately 4.75% of all issued and outstanding shares) of the common stock of VeraSun, (B) “beneficial ownership” shall be determined in accordance with applicable rules under I.R.C. § 382, Treasury Regulations promulgated thereunder, and rulings issued by the Internal Revenue Service, and thus, to the extent provided therein, from time to time shall include, without limitation, direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries), ownership by such holder’s family members and persons acting in concert with such holder to make a coordinated acquisition of stock, and ownership of shares which such holder has an option to acquire, and (C) an “option” to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

PLEASE TAKE FURTHER NOTICE that, pursuant to the Order, except as otherwise provided therein, the following procedures shall apply to holding and trading in CLAIMS AGAINST ANY OF THE DEBTORS:

a) Notice of 382(l)(5) Plan and Disclosure Statement. The Debtors shall, upon filing a Disclosure Statement with respect to such plan, simultaneously file with the Court and further publish and serve in the manner specified in Paragraph (j) below a separate notice (“Disclosure Statement Notice”) in substantially the form attached as Exhibit 2A. The Disclosure Statement Notice shall (i) state that a 382(l)(5) Plan has been filed with the Court, (ii) disclose the most current estimate of the Threshold Amount and (iii) set a record date, which shall be 5:00 p.m., New York Time, on the date set by the Court that is ten (10) business days prior to the date set for the hearing on the Disclosure Statement (the “Disclosure Statement Notice Record Date”). Each Beneficial Claimholder who holds more than the Threshold Amount (each, a “Substantial Claimholder”) as of the Disclosure Statement Notice Record Date is hereby ordered and directed

3

to email and fax to counsel to the Debtors a report in the form attached hereto as Exhibit 2B (the “Initial Holdings Report”) identifying: (I) the nature and amount of Claims held by such Beneficial Claimholder as of the Disclosure Statement Notice Record Date (the “Initial Holdings”); and (II) the Protected Amount that is in excess of the Threshold Amount. The Initial Holdings Report shall be subject to the confidentiality provisions set forth in Paragraph (i) below and shall be served in accordance with the preceding sentence no later than three business days prior to the first date set by the Court for the hearing to consider the Disclosure Statement to the email addresses and fax numbers identified on the attached Exhibit 2B. In the event that the hearing to consider the Disclosure Statement is adjourned or continued, Substantial Claimholders shall not be required to amend or update their Initial Holdings Reports unless, in the event of an adjournment or continuance, the Debtors establish a new Disclosure Statement Notice Record Date and provides notice thereof, in which case the process above will re-commence.

b) Disclosure Statement. The Disclosure Statement shall contain information adequate to permit a party entitled to vote on a 382(l)(5) Plan to determine whether a 382(l)(5) Plan provides greater value than possible alternatives and shall include, without limitation, the following disclosures: (i) the net present value of the projected tax savings of the 382(l)(5) Plan as compared to a 382(l)(6) Plan based on the financial projections included in the Disclosure Statement; (ii) a description of the restrictions on trading with respect to the common stock and any other securities of the reorganized Debtors (the “Affected Securities”) that will be required or imposed under the 382(l)(5) Plan after the Effective Date to preserve such tax savings; (iii) the projected value of the Affected Securities in the aggregate; and (iv) the projected tax savings of the 382(l)(5) Plan as a percentage of the aggregate value of the Affected Securities. In addition, the Debtors shall promptly (and in any event before the end of the hearing on the Disclosure Statement) disclose on a separate filing with the SEC on Form 8-K (i) the aggregate amount of Initial Holdings (the “Total Initial Holdings”) and (ii) the estimated maximum amount and percentage of the Total Initial Holdings in each class that may be required to be sold down as provided below. Such disclosures shall be included in the final Disclosure Statement. The foregoing does not limit in any way the right of any party in interest to object to the adequacy of the information in the Disclosure Statement.

c) Notice of Claimholder Acceptance of 382(l)(5) Plan. The Debtor shall file with the Court and further publish and serve in the manner specified in Paragraph (j) below, not less than ten days prior to the commencement of the Confirmation Hearing, a notice (the “Pre-Confirmation Notice”) substantially in the form attached hereto as Exhibit 2C, setting forth: (i) a record date, which shall be 5:00 p.m., New York Time, on a date that is ten days prior to the first date set by the Court for the Confirmation Hearing (the “Pre-Confirmation Notice Record Date”); and (ii) identifying the most current estimate of the Threshold Amount

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(determined as of the Pre-Confirmation Notice Record Date). Each Beneficial Claimholder who is a Substantial Claimholder (as determined by the Threshold Amount identified in the Pre-Confirmation Notice) as of the Pre-Confirmation Notice Record Date is hereby ordered and directed to deliver, via e-mail and fax, a report in the form attached hereto as Exhibit 2D (the “Final Holdings Report”) identifying the nature and amount of claims held by such Beneficial Claimholder as of the Pre-Confirmation Notice Record Date (the “Final Holdings”). The Final Holdings Report shall be subject to the confidentiality provisions set forth in Paragraph (i) below and shall be served on counsel to the Debtors no later than the date that is three business days prior to the first date set by the Court for the Confirmation Hearing to the e-mail addresses and fax numbers identified on the attached Exhibit 2B. For any Substantial Claimholder who did not serve an Initial Holdings Report, the Final Holdings Report shall also contain such Substantial Claimholder’s Protected Amount that is in excess of the Threshold Amount. In the event that the Confirmation Hearing is adjourned or continued, Substantial Claimholders shall not be required to amend or update their Final Holdings Reports unless, in the event of an adjournment or continuance, the Debtors establish a new Pre-Confirmation Notice Record Date and provides notice thereof, in which case the process above will re-commence.

d) Sell-Down Notice. If the Court confirms the 382(l)(5) Plan, the Debtors shall serve a notice substantially in the form attached hereto as Exhibit 2E (the “Sell-Down Notice”) by overnight delivery service within the United States upon counsel to the Debtors and each Substantial Claimholder (as of the Pre-Confirmation Notice Record Date) within five business days after the entry of the order confirming the 382(l)(5) Plan. The Sell-Down Notice shall (i) state that the 382(l)(5) Plan has been confirmed; (ii) contain the results of the calculations described in Paragraph (f)(1) below, including the calculation of the Maximum Amount and the information used to perform all such calculations to the extent that the Debtors are not required by this Order or other confidentiality restrictions to keep such information confidential; and (iii) provide notice that, pursuant to this Order, each Substantial Claimholder is ordered and directed to comply with the Sell-Down Procedures (set forth in Paragraph (f) below) before the Effective Date.

e) Effective Date. The Effective Date of any 382(l)(5) Plan shall not be earlier than 30 calendar days after the Confirmation Date.

f) Sell-Down Procedures. If and only to the extent that a 382(l)(5) Plan is confirmed by this Court, then, to the extent necessary to effectuate the 382(l)(5) Plan, each Beneficial Claimholder who is, as of the Pre-Confirmation Notice Record Date, a Substantial Claimholder (other than a Permitted Substantial Claimholder whose Claims shall not be required to be sold as part of the Sell-Down pursuant to Paragraph (f)(2) below), is hereby ordered and directed to comply with the following sell-down procedures (the “Sell-Down Procedures”):

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1. The Maximum Amount. The Debtors shall calculate the maximum amount of claims that may be held, as of the Effective Date of the 382(l)(5) Plan, by a Substantial Claimholder that was a Substantial Claimholder as of the Pre-Confirmation Notice Record Date (the “Maximum Amount”) as follows:

i. Based upon the information provided by the Substantial Claimholders in the Final Holdings Reports, the Debtors shall calculate the total amount of claims that all Substantial Claimholders must sell to effectuate the 382(l)(5) Plan assuming that all Incremental Holdings will be sold prior to any Sell-Down of claims held by the Substantial Claimholders prior to the Disclosure Statement Notice Record Date and taking into account in its determination the portion of claims held by Substantial Claimholders that the Debtors reasonably conclude (based on evidence furnished by the Substantial Claimholders) have not existed since a date that was 18 months before the Petition Date and that are not “ordinary course” claims, within the meaning of Treasury Regulations section 1.382- 9(d)(2)(iv) (the “Sell-Down Amount”).

ii. If the Sell-Down Amount is less than or equal to the Total Incremental Holdings, the Debtors shall calculate the amount of each Substantial Claimholder’s pro rata share of the Sell-Down Amount (i.e., the Sell-Down Amount multiplied by a fraction, the numerator of which is the Substantial Claimholder’s Incremental Holdings and the denominator of which is the Total Incremental Holdings);

iii. If the Sell-Down Amount exceeds Total Incremental Holdings, the Debtors shall calculate for each Substantial Claimholder the amount of such Substantial Claimholder’s pro rata share of such excess (i.e., the total amount of such excess multiplied by a fraction, the numerator of which is such Substantial Claimholder’s Initial Holdings minus the Threshold Amount and the denominator of which is the Total Initial Holdings in excess of the Threshold Amount of all Substantial Claimholders) and add to that the amount of such Substantial Claimholder’s Incremental Holdings; and

iv. For each Substantial Claimholder, the Debtors shall subtract from the total claims held by such Substantial Claimholder (as reported in the Final Holdings Report) such Substantial

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Claimholder’s share of the Sell-Down Amount calculated in accordance with clauses (ii) or (iii) above, as applicable. The difference shall be the Maximum Amount.

2. Sell-Down. Prior to the Effective Date, each Substantial Claimholder shall sell an amount of claims equal to its share of the Sell-Down Amount or such other amount necessary so that no Substantial Claimholder shall, as of the Effective Date, hold claims in excess of the Maximum Amount for such claimholder (the “Sell-Down”); provided, however, that notwithstanding anything to the contrary in this Order, no Beneficial Claimholder shall be required to sell any claims if such sale would result in such Beneficial Claimholder having Beneficial Ownership of an aggregate amount of Claims that is less than such Beneficial Claimholder’s Protected Amount. Each Substantial Claimholder shall sell or otherwise transfer its claims subject to the Sell-Down to unrelated persons or entities; provided further that the Substantial Claimholder shall not have a reasonable basis to believe that such person or entity would own, immediately after the contemplated consummation of such transfer, an amount of claims in excess of the Maximum Amount for such claimholder.

3. Objections to Sell-Down Notices. A Substantial Claimholder who has complied with the notice procedures contained in this Section 4 may, no later than 10 calendar days from service of the Sell-Down Notice, object to the manner in which the Maximum Amount or the Sell-Down Amount specified in a Sell-Down Notice were calculated or on the grounds that such notice contained a mathematical error that would result in requiring the Substantial Claimholder to reduce its ownership below the Maximum Amount or the Protected Amount for such Substantial Claimholder. In connection with any such objection, the Substantial Claimholder shall disclose its holdings to counsel to the Debtors as of the time of the filing of the objection and as of the time of any hearing on such objection. The Debtors may serve a new Sell-Down Notice by overnight delivery service within the United States correcting such errors; any Substantial Claimholder required to sell additional claims as a result of such correction shall have 20 calendar days from service of any new Sell-Down Notice to effect the additional Sell-Down.

4. Notice of Compliance. A Substantial Claimholder subject to the Sell-Down shall, before the Effective Date and as a condition to receiving Affected Securities, deliver to counsel to the Debtors a written statement substantially in the form of Exhibit 2F hereto that such Substantial Claimholder has complied with the terms and conditions set forth in Paragraph (f)(2) and that such Substantial Claimholder will not hold claims, as of the Effective Date, in an amount in excess of the Maximum Amount for such Substantial Claimholder (the “Notice of Compliance”).

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Any Substantial Claimholder who fails to comply with this provision shall not receive Affected Securities with respect to any claims in excess of the greater of such claimholder’s Protected Amount or the then current Threshold Amount.

5. Applicable Authority. For the avoidance of doubt, section 382 of the I.R.C., the Treasury Regulations promulgated thereunder and all relevant Internal Revenue Service and judicial authority shall apply in determining whether the claims of several persons and/or Entities must be aggregated when testing for Substantial Claimholder status. For these purposes and except as specifically provided with respect to claims ownership in the Treasury Regulations, the rules and authority identified in the preceding sentence shall be treated as if they applied to claims in the same manner as they apply to stock.

6. Subsequent Substantial Claimholders. To the extent that any person or Entity becomes a Substantial Claimholder after the date in which Final Holdings Reports are due, the Court shall retain jurisdiction so that the Debtors may seek equitable relief similar to the relief described in this Order in order to protect the Debtors’ ability to apply Section 382(l)(5) of the I.R.C.

g) Claimholder Participation. To permit reliance by the Debtors on Treasury Regulation section 1.382-9(d)(3), any Beneficial Claimholder that participates in formulating any chapter 11 plan of reorganization of or on behalf of the Debtors (which shall include, without limitation, making any suggestions or proposals to the Debtors or their advisors with regard to such a plan), shall not, and shall not be asked to, disclose (or otherwise make evident unless compelled to do so by an order of a court of competent jurisdiction or some other applicable legal requirement) to the Debtors that any claims in which such Beneficial Claimholder has a beneficial ownership are Newly Traded Claims (the “Participation Restriction”). For this purpose, the Debtors acknowledge and agree that the following activities shall not, where in pursuing such activities the relevant Beneficial Claimholder does not disclose (or otherwise make evident) to the Debtors that such Beneficial Claimholder has beneficial ownership of Newly Traded Claims, constitute a violation of the Participation Restriction: (a) filing an objection to a proposed disclosure statement or to confirmation of a proposed plan of reorganization; (b) negotiating the terms of, or voting to accept or reject, a proposed plan of reorganization; (c) reviewing or commenting on a proposed business plan; (d) membership on the Creditors’ Committee or other official or ad hoc committee; (e) providing information other than with respect to its claims to the Debtors on a confidential basis; or (f) taking any action required by this Order. Any claimholder found by the Court to have violated the Participation Restriction, and who, as a result, would prevent the Debtors from implementing a 382(l)(5) Plan, shall be required to dispose of Newly Traded Claims of which such Entity has Beneficial Ownership in the manner specified in Paragraph (f)(2) above and shall be subject to the Forfeiture Remedy described in Paragraph (h) below.

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h) Sanctions for Noncompliance. If any Substantial Claimholder fails to comply with the Sell-Down applicable to it, such Substantial Claimholder shall not be entitled to receive Beneficial Ownership of any Affected Securities in connection with the implementation of the 382(l)(5) Plan with respect to any claims required to be sold pursuant to a Sell-Down Notice. Any Substantial Claimholder that violates this Order shall be required to forfeit the Affected Securities (the “Forfeiture Remedy”). The Debtors may seek to enforce the Forfeiture Remedy, on notice to the Entity upon whom such sanctions are sought to be imposed, on an expedited basis. The Debtors also reserve the right to seek from this Court, on an expedited basis, other sanctions or damages for a willful violation of this Order, on notice to the Entity upon whom such sanctions are sought to be imposed, including, but not limited to damages for loss of any tax benefits caused by such violation and any injunction or other relief necessary or appropriate to remedy such violation. Any distribution of Affected Securities pursuant to the implementation of the 382(l)(5) Plan that is precluded by an order enforcing the Forfeiture Remedy (the “Forfeited Equity”) shall be void ab initio. Any Entity that receives Forfeited Equity shall, immediately upon becoming aware of such fact, return the Forfeited Equity to the reorganized Debtors or, if all of the shares properly issued to such Entity and all or any portion of such Forfeited Equity have been sold prior to the time such Entity becomes aware of such fact, such Entity shall return to the reorganized Debtors (a) any Forfeited Equity still held by such Entity and (b) the proceeds attributable to the sale of Forfeited Equity. Any Entity that receives Forfeited Equity and fails to comply with the preceding sentence shall be subject to such additional sanctions as the Court may determine. The reorganized Debtors shall distribute any Forfeited Equity in accordance with the 382(l)(5) Plan.

i) Confidentiality. The Initial Holdings Report, the Final Holdings Report, the Sell-Down Notices and the Notice of Compliance, and the information contained therein, shall be treated as confidential information and shall be available only to the Debtors and counsel and financial or tax advisors to the Debtors. Each recipient of any Initial Holdings Report, Final Holdings Report, Sell-Down Notice and the Notice of Compliance (or similar notices provided under the Order) shall keep the information contained therein confidential and shall not disclose such information to any person or entity (including, without limitation, any member of the Creditors’ Committee) unless required to produce it in a legal proceeding or subject to further Court order.

j) Notice. Any notices required to be published under Section 4 of this Order shall be published in The Wall Street Journal and the Financial Times. All notices required to be served shall be served on the following parties via electronic mail if an e-mail address is known, or by overnight mail if an e-mail address is not known: (a) the Office of the United States Trustee for the District of Delaware

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(which shall be sent by overnight mail only); (b) the Securities and Exchange Commission; (c) the Internal Revenue Service; (d) the United States Attorney Office for District of Delaware; (e) counsel to the Prepetition Lenders; (f) counsel to the DIP Lenders, (g) counsel to the Indenture Trustee; (h) the parties included on the Debtors’ list of thirty (30) largest unsecured creditors; (i) any statutory committee appointed under section 1102 of the Bankruptcy Code; and (j) the indenture trustees for any bonds or debentures of the Debtors.

k) The requirements set forth in this Order are in addition to the requirements of Bankruptcy Rule 3001(e) and applicable securities, corporate and other laws, and do not excuse compliance therewith.

l) The Court shall retain jurisdiction to interpret, enforce, aid in the enforcement of and resolve any disputes or matters related to any of the provisions of this Order.

m) For purposes of Section 4 of this Order, the following definitions shall apply:

a) “382(l)(5) Plan” means a plan of reorganization for the Debtors under chapter 11 of the Bankruptcy Code that provides for or contemplates the use of net operating loss carryforwards and other tax attributes under Section 382(l)(5) of the I.R.C. and that restricts transfers of Beneficial Ownership of Affected Securities for not less than two years after the reorganization in order to avoid an “ownership change,” as such term is defined in the I.R.C. and regulations promulgated thereunder.

b) “382(l)(6) Plan” means a plan of reorganization for the Debtors under chapter 11 of the Bankruptcy Code that provides for or contemplates the use of net operating loss carryforwards and other tax attributes under, and subject to the limitations of, Section 382(l)(6) of the I.R.C.

c) “Applicable Percentage “ means, if only one class of Affected Securities is to be issued pursuant to the terms of a 382(l)(5) Plan, 4.75% of the number of such shares that the Debtors reasonably estimate will be issued at the effective date of such 382(l)(5) Plan. If more than one class of Affected Securities is to be distributed pursuant to the terms of a 382(l)(5) Plan, the Applicable Percentage shall be determined by the Debtors in their reasonable judgment in a manner consistent with the estimated range of values for the equity to be distributed reflected in the valuation analysis set forth in the Disclosure Statement, and shall be expressed in a manner that makes clear how many shares of common equity would constitute the Applicable Percentage.

d) “Beneficial Ownership” of claims shall be determined in accordance with applicable rules under Section 382 of the I.R.C. and regulations promulgated thereunder, as if such rules applied to claims in the same manner as they apply to equity except to the extent inconsistent with rules and regulations specifically applicable to the ownership of claims.

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e) “Beneficial Claimholders” means those Entities that have Beneficial Ownership of claims.

f) “claim” shall have the meaning ascribed to that term in section 101(5) of the Bankruptcy Code and includes, without limitation, a lessor’s right to any current or future payment under or arising out of any lease with respect to which any Debtor is a lessee.

g) “Confirmation Date” means the date on which the Court enters an order confirming a 382(l)(5) Plan.

h) “Confirmation Hearing” means a hearing held before this Court on the confirmation of the 382(l)(5) Plan pursuant to section 1129 of the Bankruptcy Code.

i) “Disclosure Statement” means a disclosure statement filed with the Court relating to a 382(l)(5) Plan.

j) “Effective Date” means the date on which the 382(l)(5) Plan becomes effective, but in no event less than 30 calendar days from the Confirmation Date.

k) “Entity” means a person or entity for purposes of the rules under Section 382 of the I.R.C.

l) “Incremental Holdings” means the amount, if any, of Claims identified in each Substantial Claimholders’ Final Holdings Report in excess of the greater of (i) the amount contained in each respective Substantial Claimholder’s Initial Holdings Report and (ii) the Threshold Amount as of the Disclosure Statement Notice Record Date.

m) “Newly Traded Claims” means claims (i) with respect to which an Entity acquired beneficial ownership after the date that was 18 months before the Petition Date; and (b) that are not “ordinary course” claims, within the meaning of Treasury Regulations section 1.382-9(d)(2)(iv), of which the same Entity has always had beneficial ownership.

n) “Permitted Substantial Claimholder” means a Substantial Claimholder whom the Debtors reasonably conclude acquired its claim in the ordinary course of the Debtors’ trade or business (within the meaning of Treasury Regulations section 1.382-9(d)(2)(iv)) and has at all times since the creation of such claim held the Beneficial Ownership in that claim.

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o) “Petition Date” means October 31, 2008.

p) “Protected Amount” means the amount of claims of which a Beneficial Claimholder had Beneficial Ownership on the Petition Date, increased by the amount of claims of which such Beneficial Claimholder acquires Beneficial Ownership pursuant to trades entered into before the Petition Date that had not yet closed as of the Petition Date minus the amount of claims that such Beneficial Claimholder sells pursuant to trades entered into before the Petition Date that had not yet closed as of the Petition Date.

q) “Substantial Claimholder” means a Beneficial Claimholder who holds more than the Threshold Amount as of the applicable record date and time, as described in Paragraphs 4(a) and 4(c) above.

r) “Threshold Amount” means the amount of claims that are projected by the Debtors to entitle the Beneficial Claimholder thereof to become the Beneficial Claimholder of the Applicable Percentage of Affected Securities.

s) “Total Incremental Holdings” means the aggregate amount of all of each Substantial Claimholders’ Incremental Holdings.

PLEASE TAKE FURTHER NOTICE that, upon the request of any person, counsel to the Debtors, Skadden, Arps, Slate, Meagher & Flom LLP, 333 West Wacker Drive, Suite 2100, Chicago, Illinois 60606, Att’n Peter E. Krebs, will provide a form of each of the required notices described above.

PLEASE TAKE FURTHER NOTICE that, upon the request of any person, Kurtzman Carson Consultants LLC (“KCC”), shall supply a copy of the Order. KCC shall supply a copy of the Order at a cost to be paid by the person requesting it at the prevailing fee being charged by KCC. KCC shall accommodate document requests during normal business hours, Monday to Friday (excluding recognized holidays). In addition, copies may be downloaded from the website of KCC at www.kccllc.net/verasun or can be requested by calling (866) 381-9100.

FAILURE TO FOLLOW THE PROCEDURES SET FORTH IN THIS NOTICE SHALL CONSTITUTE A VIOLATION OF THE AUTOMATIC STAY PRESCRIBED BY SECTION 362 OF THE BANKRUPTCY CODE.

ANY PROHIBITED PURCHASE, SALE, TRADE, OR OTHER TRANSFER OF CLAIMS AGAINST, OR EQUITY SECURITIES IN, THE DEBTORS IN VIOLATION OF THE ORDER SHALL BE NULL AND VOID AB INITIO AND MAY BE PUNISHED BY CONTEMPT OR OTHER SANCTIONS IMPOSED BY THE BANKRUPTCY COURT.

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THE DEBTORS PLAN OF REORGANIZATION MAY PROVIDE FOR THE DISALLOWANCE OF CLAIMS AGAINST OR INTERESTS IN THE DEBTORS TO THE EXTENT THAT THEY WOULD ENTITLE THE HOLDERS THEREOF TO A DISTRIBUTION OF 4.75% OR MORE OF THE VALUE OF THE REORGANIZED DEBTORS.

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PLEASE TAKE FURTHER NOTICE that the requirements set forth in this Notice are in addition to the requirements of Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and applicable securities, corporate, and other laws, and do not excuse compliance therewith.

Dated:	Wilmington, Delaware
	November 6, 2008

/s/ Mark S. Chehi

Mark S. Chehi (I.D. No. 2855)

Megan E. Cleghorn (I.D. No. 4080)

Davis Lee Wright (I.D. No. 4324)

Skadden, Arps, Slate, Meagher & Flom LLP

One Rodney Square

P.O. Box 636

Wilmington, DE 19899

(302) 651-3000

- and -

Timothy R. Pohl

Felicia Gerber Perlman

John K. Lyons

Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive

Chicago, Illinois 60606

(312) 407-0700

Proposed Counsel for Debtors and

Debtors in Possession

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