DEBTOR IN POSSESSION FINANCING

Exhibit 10.1

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN JANESVILLE, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12606 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

December 15, 2008

AGSTAR FINANCIAL SERVICES, PCA, as Postpetition Lender, hereby provides VERASUN JANESVILLE, LLC, a Minnesota 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 Janesville, a Minnesota 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 Amended and Restated Credit Agreement dated February 11, 2008, and that certain Amendment No. 1 to Amended and Restated Credit Agreement dated as of 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:

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If not acted on, these terms will expire on December 15, 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,

AGSTAR FINANCIAL SERVICES, PCA

This Term Sheet is accepted this 15 ^th day

of December 2008 by:

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SIGNATURE PAGE TO

DEBTOR IN POSSESSION FINANCING

TERM SHEET

FOR

VERASUN JANESVILLE, LLC,

AS DEBTOR IN POSSESSION

IN BANKRUPTCY CASE NO. 08-12606 (BLS)

UNITED STATES BANKRUPTCY COURT, DISTRICT OF DELAWARE

BORROWER:

VERASUN JANESVILLE, LLC a Minnesota limited liability company

GUARANTOR:

US BIOENERGY CORPORATION, a South Dakota corporation

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EXHIBIT A

DIP BUDGET

Note: No Professional Fees or SG&A are allocable to Janesville

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EXHIBIT B

INTERIM ORDER

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

INTERIM ORDER (I) AUTHORIZING DEBTORS TO OBTAIN

POSTPETITION FINANCING PURSUANT TO SECTIONS 363 AND 364 OF

BANKRUPTCY CODE, (II) GRANTING LIENS AND SUPERPRIORITY CLAIMS

TO POSTPETITION LENDER PURSUANT TO SECTION 364 OF BANKRUPTCY

CODE, (III) AUTHORIZING USE OF CASH COLLATERAL PURSUANT TO

SECTION 363 OF BANKRUPTCY CODE, (IV) PROVIDING ADEQUATE

PROTECTION TO PREPETITION LENDERS PURSUANT TO SECTIONS 361, 362,

363 AND 364 OF BANKRUPTCY CODE AND (V) SCHEDULING FINAL HEARING

PURSUANT TO BANKRUPTCY RULE 4001(B)

(VERASUN JANESVILLE, LLC)

This matter having come before the Court upon the motion dated December 11, 2008 (the " Motion ") of VeraSun Janesville, LLC (the " Borrower "), US BioEnergy Corporation (the " Guarantor "), and the other debtors and debtors in possession (each individually, a " Debtor " and, collectively with the Borrower and the Guarantor, the " Debtors ") in the above captioned chapter 11 cases (collectively the " Chapter 11 Cases "), (a) for the entry of this Interim Order (the " Interim Order ") and the Final Order (as hereinafter defined) under sections 105,

361, 362, 363, and 364 of title 11 of the United States Code (the " Bankruptcy Code "), Rules 2002, 4001 and 9014 of the Federal Rules of Bankruptcy Procedure (the " Bankruptcy Rules "), and Rule 4001-2 of the Local Rules for the United States Bankruptcy Court for the District of Delaware (the " Local Rules ") authorizing the Borrower to (i) obtain postpetition loans and advances and obtain such other financial accommodations in an aggregate principal amount not to exceed $500,000.00 (the " DIP Financing ") pursuant to sections 363 and 364 of the Bankruptcy Code and for the Guarantor to guarantee the Borrower’s obligations in connection with the DIP Financing by entering into the Debtor In Possession Financing Term Sheet (as the same may be amended, supplemented or otherwise modified from time to time, the " DIP Financing Term Sheet "), the terms and conditions of which will be incorporated into a senior secured superpriority debtor in possession credit agreement on or before the Maturity Date (as the same may be amended, supplemented or otherwise modified from time to time, the " Postpetition Credit Agreement "), among the Borrower, the Guarantor and AgStar Financial Services, PCA (the " Postpetition Lender "), (ii) execute and enter into the DIP Financing Term Sheet and to perform such other and further acts as may be required in connection with the DIP Financing Term Sheet, (iii) grant Liens (as defined in the Prepetition Credit Agreement) and superpriority claims to the Postpetition Lender in all Collateral (as defined in the Prepetition Credit Agreement) (together with all prepetition and postpetition assets of the Guarantor, the " Postpetition Collateral ") in accordance with the DIP Financing Term Sheet, this Interim Order, and the Final Order to secure any and all of the Postpetition Obligations (as hereinafter defined), (iv) use Cash Collateral (as hereinafter defined), and (v) pending a final hearing on the Motion (the " Final Hearing "), obtain emergency postpetition loans under the DIP Financing Term Sheet and this Interim Order to and including the date on which the Final Order is entered (the

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" Interim Facility "), (b) requesting the modification of the automatic stay imposed under section 362 of the Bankruptcy Code to the extent necessary to permit the Borrower and the other Debtors and the Postpetition Lender to implement the terms of this Interim Order, (c) requesting the provision of adequate protection to the Borrower’s prepetition secured lenders under or in connection with that certain Credit Agreement dated as of February 7, 2007 (as amended, restated, supplemented, or otherwise modified from time to time, the " Prepetition Credit Agreement "), by and among the Borrower, the lenders party thereto (the " Prepetition Lenders "), and AgStar Financial Services, PCA, as Administrative Agent (in such capacity, the " Prepetition Agent ") for the Prepetition Lenders (together with all guarantees, subordination agreements, intercreditor agreements, deposit account control agreements, notes, mortgages, pledges, instruments and any other agreements and documents delivered pursuant thereto or in connection therewith, including, without limitation, the Loan Documents as defined in the Prepetition Credit Agreement, collectively, and as amended, restated, supplemented or otherwise modified from time to time, the " Prepetition Financing Documents "), (d) in accordance with Rules 4001(b) and (c) of the Bankruptcy Rules, requesting that this Court (this " Court " or the " Bankruptcy Court ") schedule the Final Hearing on the Motion to be held within thirty (30) days after the entry of this Interim Order, and (e) requesting, pursuant to Rule 4001 of the Bankruptcy Rules, that an emergency interim hearing on the Motion (the " Interim Hearing ") be held for the Court to consider entry of this Interim Order, which authorizes the Borrower to borrow funds under the DIP Financing Term Sheet and this Interim Order, on an interim basis, up to an aggregate principal or face amount not to exceed $500,000.00 (the " Interim Amount "); and the Court having considered the Motion and the exhibits attached thereto, including, without limitation, the DIP Financing Term Sheet; and the Interim Hearing having been held on December 15 2008;

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and upon all of the pleadings filed with the Court, all evidence presented in support of this Interim Order, the record made at the Interim Hearing, and all of the proceedings held before the Court; and after due deliberation and consideration and good and sufficient cause appearing therefor,

THE COURT HEREBY FINDS:

A. On October 31, 2008 (the " Petition Date "), each of the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. Each Debtor is continuing in the management and possession of its business and properties as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Chapter 11 Cases of the Debtors are being jointly administered under Case No. 08—12606 (BLS).

B. This Court has jurisdiction over this proceeding and the parties and property affected hereby pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

C. The Office of the United States Trustee for the District of Delaware (the "US Trustee") has appointed a statutory committee of unsecured creditors in the Chapter 11 Cases pursuant to section 1102(a)(1) of the Bankruptcy Code (the "Committee"). No request has been made for the appointment of a trustee or examiner in the Chapter 11 Cases.

D. Notice of the relief sought by the Motion and the Interim Hearing was delivered via facsimile, electronic mail, and/or overnight delivery to the following: (i) the United States Trustee; (ii) those parties listed on the Consolidated List of Creditors Holding Largest Thirty Unsecured Claims Against the Debtors, as identified in connection with the Debtors’ chapter 11 petitions; (iii) all other parties with liens of record on assets of the Debtors

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as of the Petition Date; (iv) Gray, Plant, Mooty, Mooty & Bennett, P.A., 1010 West St. Germain, Suite 600, St. Cloud, MN 56301-3406, Attention Phillip Kunkel; Pepper Hamilton LLP, Hercules Plaza, 1313 Market Street, Suite 5100, P.O. Box 1709, Wilmington, DE 19899-1709, Attention David P. Stratton; and Latham & Watkins LLP, 233 S. Wacker Drive, Suite 5800, Chicago, IL 60606, Attention Josef Athanas, counsel to the Postpetition Lender and the Prepetition Agent. Given the nature of the relief sought in the Motion, the Court concludes that the foregoing notice was sufficient and adequate under the circumstances and complies with Bankruptcy Rule 4001 in all respects for purposes of entering this Interim Order.

E. Subject to Paragraph 42 below, the Debtors acknowledge, admit and confirm the following as of the Petition Date:

1. Pursuant to the Prepetition Credit Agreement, the Prepetition Agent and the Prepetition Lenders made certain loans, advances and other financial accommodations, and provided for the issuance of letters of credit, to the Borrower to fund, among other things, the construction of the Project (as defined in the Prepetition Credit Agreement) and the operations of the Borrower.

2. Pursuant to the Prepetition Credit Agreement and other Prepetition Financing Documents, the Borrower was, as of the Petition Date, indebted to the Prepetition Agent and the Prepetition Lenders for the aggregate principal amount of the Prepetition Indebtedness (as defined below) of approximately $95,300,000.00, including among other things, issued and outstanding letters of credit, but excluding accrued but unpaid interest, costs, fees and expenses.

3. For purposes of this Interim Order, the term " Prepetition Indebtedness " shall mean and include, without duplication, any and all amounts

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owing or outstanding by the Borrower or the Guarantor under the Prepetition Credit Agreement (including, without limitation, all Loan Obligations as defined in the Prepetition Credit Agreement) or any other Prepetition Financing Document, interest on, fees and other costs, expenses and charges owing in respect of, such amounts (including, without limitation, any reasonable attorneys’, accountants’, financial advisors’ and other fees and expenses that are chargeable or reimbursable pursuant to the Prepetition Credit Agreement or any other Prepetition Financing Document), and any and all obligations and liabilities, contingent or otherwise, owed in respect of the letters of credit or other Loan Obligations outstanding thereunder.

4. Pursuant to certain security agreements, deposit account control agreements, mortgages, deeds of trust, collateral assignments of contracts, guaranty agreements and other documents and agreements (as amended, restated, supplemented or otherwise modified from time to time, collectively, the " Prepetition Security Documents "), and the other Prepetition Financing Documents including any promissory notes, the Borrower granted first priority Liens and continuing pledges and security interests in substantially all of the Borrower’s assets (as used herein, the " Prepetition Collateral ") to and/or for the benefit of the Prepetition Agent and Prepetition Lenders to secure the Prepetition Indebtedness (collectively, the " Prepetition Liens "). For the avoidance of doubt, the term "Prepetition Collateral" shall refer to (i) collateral in or upon which a lien or other security interest has been granted in favor or for the benefit of the Prepetition Agent and the Prepetition Lenders in connection with, pursuant to or

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under the Prepetition Credit Agreement and the other Prepetition Financing Documents, and (ii) any Prepetition Collateral provided under any Prepetition Financing Documents, including that described in this subparagraph, that existed as of the Petition Date and at any time prepetition and, subject to section 552 of the Bankruptcy Code, postpetition proceeds, products, offspring, rents and profits.

5. The Prepetition Financing Documents are valid and binding agreements and obligations of the Borrower and, as applicable, the Guarantor, and the Prepetition Liens (i) constitute valid, binding, enforceable and perfected first priority security interests and liens, subject only to the Permitted Liens (as defined in the Prepetition Credit Agreement), but only to the extent such Permitted Liens are valid, enforceable, non-avoidable liens and security interests that are perfected prior to the Petition Date (or perfected after the Petition Date to the extent permitted by Section 546(b) of the Bankruptcy Code), which are not subject to avoidance, reduction, disallowance, impairment or subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law and which are senior in priority to the Prepetition Liens under applicable law and after giving effect to any applicable subordination or intercreditor agreements, and (ii) are not subject to avoidance, reduction, disallowance, impairment or subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law.

6. (i) The Prepetition Indebtedness constitutes the legal, valid and binding obligation of the Borrower and the Guarantor, enforceable in accordance with its terms; (ii) no objection, offset, defense or counterclaim of any kind or nature to the Prepetition Indebtedness exists, and the Borrower or the Guarantor

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shall not assert any claim, counterclaim, setoff or defense of any kind, nature or description that would in any way affect the validity, enforceability and non-avoidability of any of the Prepetition Indebtedness; and (iii) the Prepetition Indebtedness and any amounts previously paid to the Prepetition Agent or any Prepetition Lender on account thereof or with respect thereto, are not subject to avoidance, reduction, disallowance, impairment or subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law.

7. The Prepetition Agent (on its behalf and on behalf of the Prepetition Lenders) holds properly perfected security interests and Liens in and on the Prepetition Collateral by the filing of UCC-1 financing statements, mortgages and other required documents against the Borrower and such Prepetition Collateral with the proper state and county offices for the perfection of such security interests and Liens.

Subject to the time limitations specified in Paragraph 42 below, none of the foregoing acknowledgments or agreements by the Debtors contained in this Paragraph shall be binding on the Debtors’ estates, the Committee or any other party (other than the Debtors) and shall not affect or limit the rights of the Committee or any other party (other than the Debtors) with respect to their rights to assert, pursue or otherwise allege any of the Claims and Defenses (as hereinafter defined) against the Prepetition Agent and the Prepetition Lenders in accordance with and subject to the terms of this Interim Order.

F. An immediate and critical need exists for the Borrower to obtain funds and use cash collateral to continue the operation of its business. However, the use of "cash collateral," as defined by section 363(a) of the Bankruptcy Code and including any and all

prepetition and, subject to section 552 of the Bankruptcy Code, postpetition proceeds of the Prepetition Collateral (" Cash Collateral "), alone would be insufficient to meet the Borrower’s immediate postpetition liquidity needs. The Borrower is unable to obtain the required funds (i) in the forms of (w) unsecured credit or debt allowable under section 503(b)(1) of the Bankruptcy Code, (x) an administrative expense pursuant to section 364(a) or (b) of the Bankruptcy Code, (y) unsecured debt having the priority afforded by section 364(c)(l) of the Bankruptcy Code or (z) debt secured only as described in section 364(c)(2) or (3) of the Bankruptcy Code or (ii) on terms more favorable than those offered by the Postpetition Lender under the DIP Financing Term Sheet, this Interim Order, the Final Order and all other agreements, documents, notes or instruments delivered pursuant hereto or thereto or in connection herewith or therewith, including, without limitation, the DIP Budget (as defined in the DIP Financing Term Sheet) and the collateral documents described in the DIP Financing Term Sheet (collectively with this Interim Order and the Final Order, the " Postpetition Financing Documents ").

G. The Debtors have requested that, pursuant to the terms of the Postpetition Financing Documents, the Postpetition Lender make loans and advances and provide other financial accommodations to the Borrower, and that the Prepetition Lenders consent to the use of their Cash Collateral, to be used by the Borrower solely in accordance with the terms of the Postpetition Financing Documents. The ability of the Borrower to maintain and preserve the value of its assets depends upon the Borrower obtaining such financing and using such Cash Collateral. The Borrower will suffer immediate and irreparable harm if the requested postpetition financing is not available on an interim or final basis. The Postpetition Lender is willing to extend the DIP Financing on a superpriority and first priority secured basis, as more

particularly described herein, pursuant to the terms and conditions of the Postpetition Financing Documents. The Borrower’s and the Guarantor’s entry into the Postpetition Financing Documents is fair and reasonable and is a sound, prudent exercise of their respective business judgment consistent with their fiduciary duties. The Postpetition Financing Documents were negotiated at arm’s length and in good faith between the Borrower and the other Debtors and the Postpetition Lender and the loans and advances provided for in the Postpetition Financing Documents constitute reasonably equivalent value and fair consideration. Accordingly, the relief requested in the Motion is necessary, essential and appropriate for the maintenance and preservation of Borrower’s assets and properties, and the avoidance of irreparable harm to the Borrower and the Borrower’s estate and is in the best interests of the Borrower and the Guarantor, their estates and creditors.

H. In addition, the Postpetition Financing Documents provide, among other things, that (i) granting Liens in the Postpetition Collateral or Prepetition Collateral or any portion thereof to any other party pursuant to section 364 of the Bankruptcy Code or otherwise, (ii) using the Postpetition Collateral, Prepetition Collateral or Lender Funds except pursuant to the terms and conditions of the Postpetition Financing Documents, including this Interim Order, and, when entered, the Final Order, and (iii) incurring additional obligations having priority claims or Liens equal to or senior in priority to the Adequate Protection Liens (as defined herein), are Events of Default thereunder.

I. Based on the record before the Court, (i) the terms of the use of the Prepetition Lenders’ Cash Collateral as provided in this Interim Order and (ii) the terms o