FORBEARANCE AGREEMENT

Exhibit 10.2

FORBEARANCE AGREEMENT

      This Forbearance Agreement , dated as of June 1, 2009 (this “ Agreement ”), is entered into by and between Advanced BioEnergy, LLC , a Delaware limited liability company (the “ Borrower ”), and PJC Capital LLC , a Delaware limited liability company (the “ Lender ”). Capitalized terms not defined herein shall have the definitions given to them in the Secured Bridge Note (as defined below).

ARTICLE I
Financing Accommodations and Defaults

      1.1 The Borrower has entered into with, and issued to the order of, the Lender that Secured Term Loan Note dated as of October 17, 2007 (the “ Secured Bridge Note ”) evidencing a secured bridge loan advanced by the Lender to the Borrower in the original principal amount of $10,000,000.

      1.2 The Borrower failed to repay the entire outstanding principal amount of the Secured Bridge Note and all accrued interest thereon on the Maturity Date as required by Section 2 of the Secured Bridge Note, and such Event of Default (the “ Maturity Payment Event of Default ”) is continuing and has not been cured or waived. In addition, the Borrower has failed to perform or comply with certain other provisions of the Secured Bridge Note as further described on Annex A attached hereto, and as a result of such failures, additional Events of Default have occurred which also are continuing and have not been cured or waived (collectively, together with the Maturity Payment Event of Default, the “ Specified Events of Default ”).

      1.3 The entire outstanding Obligations under the Secured Bridge Note, including the principal amount thereof and all accrued and unpaid interest thereon (which continues to accrue on the outstanding Obligations at the per annum rate of interest of eighteen percent (18.0%) since the October 16, 2008 Maturity Date as provided by Section 1 of the Secured Bridge Note), is presently due and payable in full in cash, and the Lender is entitled, as set forth in that Notice of Event of Default and Reservation of Rights dated October 17, 2008 delivered by the Lender to the Borrower and in the Secured Bridge Note and the other Loan Documents, to take immediate actions to collect the outstanding Obligations and to exercise and enforce any and all remedies available under the Loan Documents, under applicable law or at equity (including to foreclose on its Collateral, including the membership interests of the Borrower in ABE Fairmont pledged pursuant to the Membership Interest Pledge Agreement dated as of October 17, 2007 (the “ Pledge Agreement ”) by and between the Borrower and the Lender) (collectively, “ Enforcement Actions ”).

      1.4 The Borrower has requested that the Lender forbear from exercising any Enforcement Action with respect to the Specified Events of Default as set forth herein.

      1.5 On and subject to the terms and conditions set forth herein, the Lender has agreed to forbear after the Forbearance Effective Date and until the Forbearance Termination Date (as such terms are defined below) from exercising any Enforcement Action with respect to the Specified Events of Defaults.

      NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE II
Acknowledgements and Reaffirmations

      2.1 The Borrower acknowledges and agrees that as of April 24, 2009, (a) the outstanding unpaid amount of principal and accrued interest (exclusive of outstanding fees, expenses, costs, indemnities and/or other similar obligations payable pursuant to the Secured Bridge Note, including Section 11(u) and Section 15 thereof) owing to the Lender, and (b) the outstanding amount of out of pocket fees, expenses and costs incurred by Lender as of such date, including attorneys’ fees, pursuant to Section 11(u) of the Secured Bridge Note, were as set forth on Schedule I attached hereto.

      2.2 The Borrower acknowledges, confirms and agrees that the obligations set forth on Schedule I attached hereto constitute Obligations and that the terms of the Secured Bridge Note and the other Loan Documents to which the Borrower is a party are the valid and binding obligations of the Borrower, enforceable in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity).

      2.3 The Borrower acknowledges, confirms and agrees that each of the Specified Events of Default identified in Section 1.2 has occurred and continues to exist as of the date of this Agreement and represents and warrants that as of such date no other Defaults or Events of Defaults have occurred and continue to exist.

      2.4 The Borrower hereby ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted and pledged pursuant to the Collateral Security Documents (including the Pledge Agreement) as collateral security for the Obligations, and acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for the Obligations, continue to be and remain collateral security for the Obligations from and after the date hereof.

ARTICLE III
Representations and Warranties

     In order to induce the Lender to enter into this Agreement, the Borrower hereby represents and warrants to the Lender as follows:

      3.1 Limited Liability Company Power and Authority. The Borrower has all requisite limited liability company power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Organizational Documents of the Borrower have not been amended since October 17, 2007.

      3.2 Authorization of this Agreement. The execution and delivery of this Agreement and the performance hereof have been duly authorized by all necessary limited liability company action on the part of the Borrower.

      3.3 No Conflict. The execution, delivery and performance by the Borrower of this Agreement do not and will not contravene (a) any law or regulation binding on or affecting the Borrower, (b) the Organizational Documents of the Borrower, (c) any order, judgment or decree of any court or other agency of government binding on the Borrower, or (d) any contractual restriction binding on or affecting the Borrower or ABE Fairmont, including, without limitation, the CoBank Loan Documents.

      3.4 Governmental Consents, Filings. The execution, delivery and performance by the Borrower of this Agreement do not and will not require any authorization or approval of, or other action by, or notice to or filing with any Governmental Authority or regulatory body or the consent of any third party which has not yet been obtained.

      3.5 Binding Obligation. This Agreement has been duly executed and delivered by the Borrower and is the binding obligation of the Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights generally.

ARTICLE IV
Release and Waiver

      4.1 The Borrower hereby acknowledges and agrees that: (a) it has no claim, right or cause of action of any kind against the Lender or any parent, subsidiary or affiliate of any Lender or any of the Lender’s officers, directors, employees, attorneys or other representatives or agents (all of which parties other than the Lender being, collectively, the “ Lender Agents ”) in connection with this Agreement, the Secured Bridge Note, the Pledge Agreement or any of the other Loan Documents or any of the other transactions contemplated therein or thereby; (b) it has no offset or defense of any kind against any of its obligations, indebtedness or contracts in favor of the Lender; and (c) it recognizes that the Lender has heretofore properly performed and satisfied in a timely manner all of its respective obligations to and contracts with the Borrower.

      4.2 Effective on the date hereof, the Borrower hereby waives, releases, remises and forever discharges the Lender and each Lender Agent (collectively, the “ Releasees ”) from any and all claims, suits, investigations, proceedings, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, which the Borrower ever had from the beginning of the world, or now has against any such Releasee which relates, directly or indirectly to the Secured Bridge Note, the Pledge Agreement, or any other Loan Document, or to any acts or omissions of any such Releasee under, in connection with, pursuant to or otherwise in respect of this Agreement, the Secured Bridge Note, the Pledge Agreement or any of the other Loan Documents, or otherwise in respect of any of its obligations, indebtedness or contracts in favour of the Lender, except for the duties and obligations set forth

in this Agreement, the Secured Bridge Note, the Pledge Agreement or any of the other Loan Documents. The Borrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein.

ARTICLE V
Forbearance

      5.1 Subject to the terms and conditions hereof, the Lender agrees to forbear from taking any Enforcement Action, including under Section 15 of the Secured Bridge Note or Section 6.2 of the Pledge Agreement or otherwise under the Loan Documents or under applicable law or at equity with respect to the Specified Events of Default, in each case, until the date (the “ Forbearance Termination Date ”) that is the earliest of:

          (a) October 1, 2009;

          (b) The Equity Offering (as defined in Section 6.5 ) does not result in net cash proceeds to the Borrower (after deduction of selling expenses, including, without limitation, underwriting fees and discounts, brokerage commissions and other similar fees and commissions) (“ Equity Offering Net Proceeds ”) of at least $3,000,000 or is not completed on or before October 1, 2009;

          (c) the date on which the Obligations are paid in full in cash;

          (d) the occurrence of a breach or default by the Borrower under this Agreement other than as specified in clause (g) below;

          (e) Borrower or any of its Subsidiaries fails to observe or perform any agreement or condition under the CoBank Loan Documents beyond the expiration of any applicable grace period, or any default or other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of the Indebtedness under the CoBank Loan Documents to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or

          (f) the occurrence of an Event of Default under clause (5) of the definition thereof in the Secured Bridge Note; or

          (g) the delivery to Borrower by Lender (at its discretion) of written notice (a “ Forbearance Termination Notice ”, which may be delivered by electronic mail) that the forbearance contemplated by this Article V is terminated as the result of the occurrence of an Event of Default (other than an Event of Default under clause (5) of the definition thereof in the Secured Bridge Note) that does not constitute a Specified Event of Default (it being understood and agreed that (i) any failure by Lender to deliver a Forbearance Termination Notice with respect to any Event of Default shall not be deemed to waive or otherwise limit or impair the rights and remedies of Lender with respect to such Event of Default (except as expressly provided in this clause (g)) and (ii) Lender may deliver its Forbearance Termination Notice with respect to an Event of Default (other than an Event of Default under clause (5) of the definition

thereof in the Secured Bridge Note) that does not constitute a Specified Event of Default at any time after the occurrence of such Event of Default so long as such Event of Default is continuing and has not been cured or waived in accordance with the Secured Bridge Note, and any delay in delivering such Forbearance Termination Notice shall not be deemed a waiver of, or to otherwise limit or impair, the right of Lender to deliver such Forbearance Termination Notice or the effect of such delivery when so made at such future time.

      5.2 The Borrower acknowledges, reaffirms and agrees that upon the occurrence of an event triggering the Forbearance Termination Date pursuant to Section 5.1 other than under clauses (a) or (c) of such Section, such Forbearance Termination Date shall be deemed to have occurred immediately prior to the applicable default and this Agreement shall terminate and the Lender shall be entitled to commence and exercise immediately all of its rights and remedies under the Loan Documents and under applicable law or at equity (including, (A) any and all Enforcement Actions and (B) the right to re-institute the per annum rate of interest of eighteen percent (18.0%) on the outstanding Obligations, calculated in the manner set forth in Section 1 of the Secured Bridge Note retroactive to the Maturity Date of the Secured Bridge Note, that was in effect immediately prior to the Forbearance Effective Date; provided , and the parties hereto acknowledge, confirm and agree, that the amount of interest that shall have been deemed paid-in-kind in accordance with Section 6.1 shall accrue and compound at the per annum rate of interest of eighteen percent (18.0%)).

      5.3 The Borrower acknowledges, reaffirms and agrees that, unless and until the Lender, in accordance with Section 17 of the Secured Bridge Note, shall have waived in writing all Events of Default then in existence, the determination to give such waiver being at the Lender’s sole and absolute discretion, the Lender reserves all rights and remedies available to it under the Loan Documents and under applicable law or at equity (i) with respect to the Specified Events of Default and (ii) with respect to any Default or Event of Default under any of the Loan Documents which upon the Borrower’s execution and delivery of this Agreement might otherwise exist or which might hereafter occur. The failure of the Lender at any time or times hereafter to require strict performance by the Borrower of any of the provisions, warranties, terms and conditions contained in this Agreement, the Secured Bridge Note, the Pledge Agreement or any other Loan Document shall not waive, affect or diminish any right of the Lender at any time or times thereafter to demand strict performance thereof. No waiver by the Lender of any of its rights shall operate as a waiver of any other of its rights or any of its rights on a future occasion at any time and from time to time. The terms, conditions and events described in this Section 5.3 are currently in full force and effect without regard to or the assent of the Borrower or any other Person.

ARTICLE VI
Modification of Secured Bridge Note; Undertakings of the Borrower; Amendment of Membership Unit
Pledge Agreement

      6.1 Notwithstanding anything to the contrary set forth in Section 1 of the Secured Bridge Note, but subject to Section 5.2 , effective upon the Forbearance Effective Date and for purposes of calculating the accrual of interest on the Obligations from and after the Forbearance Effective Date until the Forbearance Termination Date, Section 1 of the Secured Bridge Note will be modified to read as follows:

All amounts outstanding hereunder shall bear interest (computed daily until paid, prior to and after any bankruptcy or insolvency of the Borrower) at a per annum rate equal to twelve (12.0%). Interest hereunder will be calculated, accrued, imposed and payable on the basis of a 360-day year for the actual number of days elapsed. Commencing on the Forbearance Effective Date and continuing thereafter, unless prohibited by applicable law, (i) cash interest of $50,000 (or such lesser amount as shall have accrued during the applicable calendar month), pro rata for any partial month, shall be paid monthly in arrears on the first Business Day of the next succeeding calendar month; and (ii) the entire remaining amount of interest, if any, in excess of the cash interest paid pursuant to clause (i) above accrued during any calendar month shall be paid-in-kind rather than in cash, with all such paid-in-kind interest to accrue and compound monthly (by being added to the principal amount of the Obligations) on the first Business Day of the next succeeding month. The failure by the Borrower to pay the full amount of the accrued cash interest as and when the same becomes due and payable each month pursuant to this Section 1 within three (3) Business Days of the due date therefor shall constitute an immediate Event of Default, and upon the occurrence of such Event of Default such unpaid accrued cash interest shall immediately be deemed paid-in-kind and shall be added to the principal amount of the Obligations retroactive to the first Business Day of such month (in which such cash interest first became due) and the amount of interest that shall have been deemed paid-in-kind in accordance with this paragraph shall accrue and compound at the per annum rate of interest of eighteen percent (18.0%).

      6.2 The Borrower acknowledges, reaffirms and agrees that upon the Forbearance Termination Date, effective immediately and without further notice, the foregoing modification will be of no further force, and for purposes of calculating the accrual of interest on the Obligations from and after the Forbearance Termination Date, Section 1 of the Secured Bridge Note will be re-instituted as it was in effect immediately prior to the Forbearance Effective Date, with all accrued and unpaid interest on the Obligations being immediately due and payable on demand.

      6.3 The Borrower shall comply and continue to comply with all of the terms, covenants and provisions contained in the Secured Bridge Note, the Pledge Agreement and the other Loan Documents and any other instruments evidencing or creating any Obligations, including, without limitation, the delivery of all financial statements as required by Sections 11(a) and (b) of the Secured Bridge Note, except as such terms, covenants and provisions are expressly modified by this Agreement upon the terms set forth herein.

      6.4 The Borrower shall deliver to the Lender a copy of each compliance package, including financial statements, compliance certificates and other deliverables, as applicable, delivered by ABE Fairmont to CoBank as the administrative agent under the CoBank Loan Documents, in each case concurrently, but in no event later than five days after the delivery thereof CoBank.

      6.5 Effective on the Forbearance Effective Date, the Borrower shall commence a private offering of its common units in a single transaction or series of related transactions to

corporate, institutional or other investors, with the rights and obligations of such units to be substantially the same as those of the Borrower’s issued and outstanding Units other than with respect to the price of such Units (as defined in the Third Amended and Restated Operating Agreement of the Borrower dated February 1, 2006 (the “ Operating Agreement ”)) (such offering of units the “ Equity Offering ”). Upon the consummation of the Equity Offering, the Borrower shall pay the full amount of the Equity Offering Net Proceeds received by the Borrower to the Lender, provided that the amount of such Equity Offering Net Proceeds is at least $3,000,000. Upon receipt of such Equity Offering Net Proceeds, such amount shall be applied to the Obligations as follows: (a) to the payment of any fees and charges due under the Loan Documents, then (b) to any obligations for the payment of expenses, costs and indemnities due under the Loan Documents, then (c) to the payment of all other interest due and owing under Section 6.1 other than interest under clause (ii), then (d) to payments of all paid-in-kind interest under clause (ii) of Section 6.1 accrued and not yet paid, to the extent such paid-in-kind has been added to principal, then (e) to the principal indebtedness due under the Secured Bridge Note, then (f) to any other interest accrued under the Secured Bridge Note other than as set forth in clauses (c) and (d) above, then (g) to any other indebtedness of Borrower to Lender under the Loan Documents.

      6.6 On the date of and concurrently with the consummation of the Equity Offering (the “ Restated Note Effective Date ”), provided that the Borrower has paid to the Lender the full amount of the Equity Offering Net Proceeds received by the Borrower as provided in Section 6.5 and provided further that the amount of the Equity Offering Net Proceeds is at least $3,000,000, (a) the Borrower and the Lender shall enter into an Amended and Restated Secured Term Loan Note in the form attached hereto as Annex B (the “ Restated Note ”), which shall amend and restate and replace the Secured Bridge Note and (b) the Borrower shall issue to the Lender a detachable warrant in the form attached hereto as Annex C (the “ New Warrant ”), exercisable for Units of the Borrower at an exercise price equal to the price of the Units issued in the Equity Offering , representing a percentage of the fully diluted equity interest in the Borrower after giving effect to the Equity Offering equal to (i) 5.0%, if the amount of the Equity Offering Net Proceeds is equal to or greater than $3,000,000 but less than $4,000,000; (ii) 4.5%, if the amount of the Equity Offering Net Proceeds is equal to or greater than $4,000,000 but less than $5,000,000; (iii) 4.0%, if the amount of the Equity Offering Net Proceeds is equal to or greater than $5,000,000 but less than $6,000,000; (iv) 3.5%, if the amount of the Equity Offering Net Proceeds is equal to or greater than $6,000,000 but less than $7,000,000; and (v) 3.0%, if the amount of the Equity Offering Net Proceeds is equal to or greater than $7,000,000.

      6.7 The Restated Note shall provide for principal reductions of the Secured Bridge Note when certain amounts are released or otherwise paid to the Borrower from (a) the release of approximately $2,500,000 of cash collateral (plus accrued interest thereon) (the “ GSB Funds ”) securing reimbursement obligations with respect to an irrevocable standby letter of credit issued by Geneva State Bank (“ GSB ”) for the benefit of West LB, AG and further account of the Borrower, which GSB Funds are currently carried in and credited to a deposit account maintained by the Borrower with Geneva State Bank (the “ GSB Account ”), (b) various tax and other investment and employment credits and incentives from the State of Nebraska under the Nebraska Advantage Act (the “ Nebraska Funds ”) and (c) annual distributions from ABE Fairmont made to the Borrower to the extent permitted under the CoBank Loan Documents (the “ ABE Fairmont Distributions ”), all as further set forth in the Restated Note. To effect the

foregoing, the Borrower shall open a deposit account with U.S. Bank, National Association (the “ Blocked Account ”) which will be subject to a control agreement with the Lender in the form attached hereto as Annex D (the “ Control Agreement ”). On the Restated Note Effective Date the Borrower shall (a) direct GSB to deposit all GSB Funds into the Blocked Account as and when the same are released by GSB, (b) direct the State of Nebraska to deposit the Nebraska Funds into the Blocked Account as and when the same are paid or reimbursed by the State of Nebraska under the Nebraska Advantage Act and (c) direct ABE Fairmont to pay the ABE Fairmont Distributions directly to Lender rather than to Borrower.

      6.8 The Borrower represents and warrants that as of the Forbearance Effective Date, other than the Lien of Geneva State Bank in the GSB Account and the GSB Funds, the Borrower owns the GSB Account, the GSB Funds and the rights to the Nebraska Funds and the ABE Fairmont Distributions free and clear of any Lien. Lender also understands that the State of Nebraska has certain rights under Section 22 of that Nebraska Advantage Act Project Agreement dated as of August 13, 2007 between Borrower and the State of Nebraska, by and through its Tax Commissioner. From and after the Forbearance Effective Date, the Borrower will not, and will not permit any of its Subsidiaries to (a) create, incur, permit, assume or suffer to exist, or agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise) any Lien upon the GSB Funds, the GSB Account, the Blocked Account, the Nebraska Funds or the ABE Fairmont Distributions, or any income, revenue or profits from any such property or assets, whether now owned or hereafter acquired, other than as set forth in this Agreement, and (b) give any contrary instructions to GSB or the State of Nebraska to deposit or disburse the GSB Funds or the Nebraska Funds, respectively, into any other account or to any other Person other than to the Blocked Account.

      6.9 Notwithstanding anything to the contrary set forth in Section 13(ii) of the Secured Bridge Note, effective on the Forbearance Effective Date until the Forbearance Termination Date, ABE Heartland, LLC, a Delaware limited liability company, Dakota Fuels, Inc., a Delaware corporation and Heartland Grain Fuels, L.P., a Delaware limited partnership, shall be excluded from the definition of “Subsidiary” under the Secured Bridge Note.

      6.10 Section 2.1 of the Membership Unit Pledge Agreement is hereby amended to (i) deleted the word “and” following the semi-colon at the end of clause (b), (ii) renumber clause “(c)” to be clause “(d)” and (iii) insert the following new clause (c):

     (c) the deposit account (account number 1-523-0777-2839, as the same may be renumbered from time to time) maintained by Pledgor with U.S. Bank National Association and all funds from time to time maintained in or credited to such deposit account; and

ARTICLE VII
Conditions Precedent to Effectiveness

      7.1 The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Agreement and each and every provision hereof, and this Agreement shall be effective as of the date upon which such conditions precedent shall be fully and completely satisfied (such date being the “ Forbearance Effective Date ”):

          (a) a copy of this Agreement shall have been originally executed by the Borrower and the Lender;

          (b) the Borrower shall have paid $300,000 by wire transfer of immediately available funds to the Lender to an account designated by the Lender, to be applied to pay a portion of the accrued interest outstanding under the Secured Bridge Note;

          (c) the Borrower shall have paid $95,765.91 by wire transfer of immediately available funds to the Lender to an account designated by the Lender, representing fees and expenses (including attorneys’ fees) reimbursable pursuant to Section 11(u) of the Secured Bridge Note;

          (d) ABE Fairmont shall have entered into an amendment of the CoBank Loan Documents to amend, among other things, Sections 11(A) and 11(B), respectively, of the Master Loan Agreement dated as of November 20, 2006 between Farm Credit Services of America, FLCA and ABE Fairmont (as amended) to provide for (i) a reduction of the minimum working capital amount to $8,000,000 through February 2010, increasing to $9,000,000 effective March 2010 through August 2010, then increasing to $10,000,000 effective September 2010 and thereafter, and (ii) a minimum net worth test of not less than $48,000,000, increasing to $49,000,000 effective March 2010 and further increasing to $50,000,000 effective September 2010 and thereafter, and waiving action for anticipated violation of the current $52,000,000 requirement for April 2009, so long as net worth is not less than $48,000,000, such amendment to be in form and substance satisfactory to the Lender;

          (e) the Borrower shall have opened the Blocked Account with U.S. Bank, National Association (“ U.S. Bank ”) and the Borrower, U.S. Bank and the Lender shall have entered into the Control Agreement in form and substance reasonably satisfactory to the Lender; and

          (f) the Lender shall have received a complete copy of each compliance package, including financial statements, compliance certificates and other deliverables, as applicable, delivered by ABE Fairmont to CoBank as the administrative agent under the CoBank Loan Documents, as of and for ABE Fairmont’s fiscal year ended September 30, 2008, fiscal quarter ended December 31, 2008 and, to the extent previously delivered to CoBank, fiscal quarter ended March 31, 2009.

ARTICLE VIII
Other Matters; Entirety of Agreement

      8.1 The Borrower ratifies and affirms its reimbursement and indemnification obligations under the Secured Bridge Note and the other Loan Documents, including Sections 11(u) and 15 of the Secured Bridge Note, and including its obligation to pay all fees and expenses, including reasonable attorneys’ fees and expenses, incurred by the Lender in connection with the negotiation, implementation, execution and enforcement of this Agreement and any acts contemplated hereby. Nothing herein shall be construed to limit, affect, modify or alter the Borrower’s obligations under the Secured Bridge Note or elsewhere under the Loan Documents.

      8.2 At any time on or after the Forbearance Termination Date, the Lender shall be entitled to exercise all rights and remedies available, whether under the Loan Documents or at law or in equity, without further notice or demand.

      8.3 The Borrower and the Lender each understand that this Agreement is a legally binding agreement that may affect such Person’s rights. Each represents to the other that it has received legal advice from counsel of its choice in connection with the negotiation, drafting, meaning and legal significance of this Agreement and that it is satisfied with its legal counsel and the advice received from it. The Borrower has entered into this Agreement freely and voluntarily, without coercion, duress, distress or undue influence by the Lender or any other person or entity, affiliated with the Lender or any Lender Agent.

      8.4 Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same.

      8.5 When executed by the Borrower and the Lender, this Agreement shall be effective as to and for the benefit of the Borrower and the Lender, and thereupon shall be binding upon and inure to the benefit of each of such signatory parties and their respective heirs, successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender.

      8.6 Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

      8.7 In accordance with Section 5-1401 of the New York General Obligations Law, and except as otherwise expressly provided in any of the Loan Documents, in all respects, including all matters of construction, validity and performance, this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and performed in such state without regard to the principles thereof regarding conflict of laws, and any applicable laws of the United States of America.

      8.8 THE BORROWER HEREBY WAIVES ANY RIGHTS THAT IT MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. Except as prohibited by law, the Borrower hereby waives any right that it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Borrower hereby (a) certifies that the Lender has not represented, expressly or otherwise, that it would not, in the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that the Lender has been induced to enter into this Agreement by, among other things, the waivers and certifications herein.

      8.9 This Agreement, together with the other Loan Documents (exclusive of those provisions of that letter agreement dated August 3, 2007 between the Borrower and Piper Jaffray & Co. that survived the January 27, 2009 termination of the letter agreement), incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

      8.10 This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Each party executing this Agreement represents that such party has the full authority and legal power to do so. This Agreement is not intended to confer any rights or benefits on any parties other than the parties hereto and their respective successors and assigns. If any provision of this Agreement shall be unenforceable under applicable law, such provision shall be ineffective without invalidating the remaining provisions of this Agreement.

      IN WITNESS WHEREOF , this Forbearance Agreement is duly executed by the respective duly authorized officers of the undersigned and delivered as of the date first written above.

ANNEX A

SPECIFIED EVENTS OF DEFAULT

1. Borrower failed to deliver within 30 calendar days after the end of each month (including the last month of each fiscal quarter and of each fiscal year) (a) consolidated financial statements for Borrower and its Subsidiaries under Section 11(a) of the Secured Bridge Note and (b) a certificate executed by the chief financial officer of Borrower certifying the items set forth in Section 11(a) of the Secured Bridge Note, in each case for periods ending up through and including March 30, 2009, which failure constituted an Event of Default under Section 13(q)(3) of the Secured Bridge Note.

2. Borrower failed to deliver annual financial statements for Borrower and its Subsidiaries for the year ended September 30, 2008 required by Section 11(b) of the Secured Bridge Note which failure constituted an Event of Default under Section 13(q)(3) of the Secured Bridge Note.

3. Borrower received notice of certain violations from the NDEQ-Air Quality Division at its Fairmont plant that may be a violation of Section 11(d) of the Secured Bridge Note, which violations may constitute an Event of Default under Section 13(q)(3) of the Secured Bridge Note. Remedial action has been taken, but there is the possibility of a fine being assessed.

4. Borrower has experienced issues with its molecular sieves at its Aberdeen, South Dakota plant which may be a violation of Section 11(e) of the Secured Bridge Note and which may constitute an Event of Default under Section 13(q)(3) of the Secured Bridge Note.

5. On December 24, 2008, Borrower entered into certain amendments to the CoBank Loan Documents which impose more burdensome terms on Borrower without Lender’s consent in violation of Section 11(g)(viii) of the Secured Bridge Note, which constitutes an Event of Default under Section 13(q)(3) of the Secured Bridge Note.

6. Borrower failed to provide to Lender under Section 11(p) of the Secured Bridge Note written notice of changes in senior management personnel within 20 days after any change (including the termination of Donald Gales, suspension and termination of Revis Stephenson, the promotion of Richard Peterson to interim Chief Executive Officer, and the termination of Perry Johnston), which failure is an Event of Default under Section 13(q)(3) of the Secured Bridge Note.

7. Borrower failed to provide to Lender under Section 11(q) of the Secured Bridge Note with notice in writing of threatened claims by Ethanol Capital Management, LLC and its Affiliates (collectively, “ECM”) relating to the convertible note issued by Borrower to ECM which had a purported amount in controversy in excess of $250,000, which failure is an Event of Default under Section 13(q)(3) of the Secured Bridge Note.

8. Borrower failed to provide to Lender under Section 11(q) of the Secured Bridge Note with notice in writing of Revis Stephenson’s demand for arbitration in connection with his termination of employment which has a purported amount in controversy in excess of $250,000, which failure is an Event of Default under Section 13(q)(3) of the Secured Bridge Note.

9. With respect to Specified Events of Default as defined in the Forbearance Agreement that constitute a Default or Event of Default under the Secured Bridge Note, Borrower has not complied with its obligation under Section 11(r) of the Secured Bridge Note to notify Lender in writing promptly of such Default or Event of Default, which failure is an Event of Default under Section 13(q)(3) of the Secured Bridge Note.

10. Borrower’s failure to cure certain of the Specified Events of Default constitutes an Event of Default under Section 13(q)(3) of the Secured Bridge Note.

11. Borrower failed to pay (a) interest accrued from the Maturity Date through the Forbearance Effective Date under Section 1 of the Secured Bridge Note, and (b) fees and costs through the Forbearance Effective Date under Section 11(u) of the Secured Bridge Note, each of which constituted an Event of Default under Section 13(q)(1) of the Secured Bridge Note.

12. Borrower’s failure to pay amounts due under the Secured Bridge Notes constitutes an Event of Default under Section 13(q)(5) of the Secured Bridge Note.

13. The inability of the Heartland Entities (as defined in the Forbearance Agreement) to pay when due certain amounts and to otherwise comply with the covenants set forth in certain Indebtedness constitutes an Event of Default under Section 13(q)(5) of the Secured Bridge Note.

14. Borrower has from time to time been in violation of its minimum net working capital and minimum net worth covenants in its CoBank Loan Documents (as defined in the Forbearance Agreement) which constitutes an Event of Default under Section 13(q)(8) of the Secured Bridge Note.

15. Borrower has not provided Lender with proper notice of events occurring which caused the number and price of the Warrants to change which constitutes an Event of Default under Section 13(q)(11) of the Secured Bridge Note.

16. Borrower’s defaults under the Secured Bridge Note and the defaults of the Heartland Entities under certain Indebtedness could be deemed to be a Material Adverse Effect and an Event of Default under Section 13(q)(12) of the Secured Bridge Note.

SCHEDULE I

OUTSTANDING UNPAID AMOUNT OF PRINCIPAL AND
ACCRUED INTEREST; FEES, COSTS AND EXPENSES

as of April 24, 2009

ANNEX B

FORM OF AMENDED AND RESTATED SECURED TERM LOAN NOTE

AMENDED AND RESTATED SECURED TERM LOAN NOTE

Minneapolis, Minnesota

FOR VALUE RECEIVED , the undersigned, ADVANCED BIOENERGY, LLC , a Delaware limited liability company (as more fully defined below, “ Borrower ”), hereby unconditionally promises to pay to the order of PJC CAPITAL LLC, a Delaware limited liability company (including its successors, assigns, pledgees, transferees and participants, collectively, “ Lender ”), on or before the Maturity Date on the dates, in the manner and otherwise in accordance with the terms and conditions of this Restated Note the principal sum of [                                                                                                                           ] DOLLARS ($[                      ]), on the terms and conditions set forth in this Amended and Restated Secured Term Loan Note (this “ Restated Note ”), together with all accrued but unpaid interest thereon computed as set forth below and all unpaid fees, expenses, indemnities and other advances connected herewith. Capitalized terms used but not otherwise defined herein shall have the meaning given to them in Section 13 . This Restated Note amends and restates, and is being delivered in exchange for, that certain Secured Term Loan Note dated as of October 17, 2007, in the original principal amount of $10,000,000, made by Borrower in favor of Lender, as and to the extent modified by that Forbearance Agreement dated June 1, 2009 (the “ Forbearance Agreement ”) between Lender and Borrower (as so modified, the “ Prior Note ”). The original stated principal amount of this Restated Note is equal to the sum of the original principal amount of the Prior Note plus all accrued and capitalized interest on the Prior Note as of the date hereof, less the amount of principal reductions made pursuant to the Forbearance Agreement. All amounts obligated to be paid by Borrower pursuant to the Prior Note shall not be deemed extinguished by reason hereof but shall be carried over from the Prior Note.

     1.  Accrual and Imposition of Interest .

          (a) All amounts outstanding hereunder shall bear interest (computed daily until paid, both prior to and after the Maturity Date and prior to and after any bankruptcy or insolvency of Borrower) at a per annum rate equal to 10.0%. Upon the occurrence and during the continuation of any Event of Default hereunder, to the maximum extent not prohibited by applicable law, Lender (at Lender’s election) may increase the interest rate hereunder by 3.0% per annum in excess of the rate then otherwise applicable hereunder ( provided that, if the relevant default relates to the insolvency or bankruptcy of Borrower, then such rate increase (to the maximum extent not prohibited by applicable law) will occur automatically without any action by Lender). Interest hereunder will be calculated, accrued, imposed and payable on the basis of a 360-day year for the actual number of days elapsed.

          (b) Unless prohibited by applicable law, (i) cash interest of $50,000 (or such lesser amount as shall have accrued during the applicable calendar month), pro rata for any partial month, shall be paid monthly in arrears on the first Business Day of the next succeeding calendar month; and (ii) the entire remaining amount of interest, if any, in excess of the cash interest paid pursuant to clause (i) above accrued during any calendar month shall be paid-in-kind rather than in cash, with all such paid-in-kind interest to accrue and compound monthly (by being added to the principal amount of the Obligations) on the first Business Day of the next succeeding month.

          (c) The failure by Borrower to pay the full amount of the accrued cash interest as and when the same becomes due and payable each month pursuant to this Section 1 within three (3) Business Days of the due date therefor shall constitute an immediate Event of Default, and upon the occurrence of such Event of Default such unpaid accrued cash interest shall be immediately deemed paid-in-kind and shall be added to the principal amount of the Obligations retroactive to the first Business Day of such month (in which such cash interest first became due) and the amount of interest that shall have been deemed paid-in-kind in accordance with this paragraph shall accrue and compound at the per annum rate of interest of eighteen percent (18.0%).

     2.  Payments at Maturity . Borrower shall pay Lender the entire outstanding balance hereunder together with all accrued but unpaid interest hereunder and all fees, expenses, indemnities and other advances in connection herewith or any other Loan Document on the date of the earlier to occur of the following (the “ Maturity Date ”): (a) [                                          ], 2012 [ date that is three years from date of note to be inserted ], and (b) the occurrence of a Change of Control and (c) the date of acceleration of the maturity of the Obligations pursuant to Section 14 (whether automatically or at Lender’s election after notice to Borrower) following the occurrence of an Event of Default.

     3.  Voluntary Prepayments . At any time, upon advance written notice to Lender of at least 3 Business Days, Borrower may prepay outstanding balances hereunder in whole or in part without penalty or premium. Any voluntary partial prepayment must be in an amount of not less than $100,000 (or such lesser amount equal to the then outstanding principal balance of this Restated Note) or in multiples of $25,000 in excess thereof. Amounts prepaid pursuant to this Section 3 shall be applied to the Obligations in accordance with Section 7 .

     4.  Mandatory Prepayments .

          (a) Net Cash Proceeds . If Borrower or ABE Fairmont (i) sells, leases, licenses pursuant to an exclusive license, transfers or otherwise disposes of any assets (other than (A) inventory sold in the ordinary course of business and (B) other dispositions of assets not exceeding an aggregate fair market value of $1,000,000 during any 12 consecutive calendar month period), (ii) issues any Equity Interests (other than “Excluded Units”, as such term is defined in the Warrant as in effect on the date hereof) or (iii) issues any debt securities or notes (other than Indebtedness permitted hereunder), Borrower shall (except for Net Cash Proceeds of dispositions of assets of ABE Fairmont that are required to be applied pursuant to the applicable mandatory prepayment provisions relating to dispositions of assets of ABE Fairmont either under the CoBank Loan Documents or the Wells Fargo Loan Documents, in each case as in effect on the date funds are first advanced under this Restated Note) immediately prepay the outstanding Obligations under this Restated Note without penalty or premium in an amount equal to 100% of the resulting Net Cash Proceeds from such sale or other disposition of assets or such issuance of equity or debt securities, as the case may be. Net Cash Proceeds prepaid pursuant to this Section 4 shall be applied to the Obligations in accordance with Section 7 .

          (b) GSB Letter of Credit Cash Collateral . There is outstanding as of the date hereof an irrevocable standby letter of credit dated March 31, 2008 in the stated face amount of $2,500,000 issued by Geneva State Bank (“ GSB ”) for the account of Borrower and for the benefit of WestLB AG, New York Branch, which expires on March 31, 2010 (the “ GSB Letter of Credit ”). Borrower’s reimbursement obligation under the GSB Letter of Credit is secured by cash collateral deposited by Borrower with GSB in a deposit account (the “ GSB Deposit Account ”) in the amount of $2,500,000 plus accrued interest (the “ GSB Letter of Credit Cash Collateral ”). Immediately upon release by GSB of all or any portion of the GSB Letter of Credit Cash Collateral as collateral for the GSB Letter of Credit at any time or from time to time, whether such release is upon expiration of the GSB Letter of Credit or otherwise, Borrower shall immediately pay or cause to be paid to Lender the full amount of GSB Letter of

Credit Cash Collateral released by GSB until Lender has received an aggregate of $1,700,000 (the “ Lender Portion ”). To effect the foregoing, Borrower has opened a deposit account with U.S. Bank, National Association (the “ Blocked Account ”) which shall be subject to a control agreement in favor of Lender in the form attached to the Forbearance Agreement as Annex D thereto (the “ Control Agreement ”) for the purpose of depositing, among other things, the GSB Letter of Credit Cash Collateral when released by GSB. Borrower shall, effective on the date hereof, instruct GSB in writing in the form attached hereto as Exhibit A (the “ GSB Instruction Letter ”) that the GSB Letter of Credit Cash Collateral shall be disbursed by GSB to Borrower at the Blocked Account, which instructions shall contain the acknowledgment of GSB that it shall not send the GSB Letter of Credit Cash Collateral to Borrower or to any other account or Person other than to Borrower at the Blocked Account without the prior written consent of Lender. Borrower shall not give any instructions to GSB inconsistent with the GSB Instruction Letter. After the Lender Portion has been paid into the Blocked Account and such Lender Portion has been received by Lender from the Blocked Account, Lender shall (i) deliver written instructions to GSB authorizing Borrower to direct the payment of all further releases of GSB Letter of Credit Cash Collateral without need for written consent from Lender and (ii) promptly authorize the withdrawal by Borrower of all GSB Letter of Credit Cash Collateral paid into the Blocked Account in excess of the Lender Portion pursuant to instructions confirmed by Lender (as to such excess amount). Borrower shall execute and deliver such other agreements and documents and take such other actions as Lender shall reasonably request in order to effect the distribution of the GSB Letter of Credit Cash Collateral as set forth in this Section 4(b) .

          (c) Nebraska Advantage Act Payments . Borrower currently participates in a program under the State of Nebraska Advantage Act pursuant to that Nebraska Advantage Act Project Agreement dated as of August 13, 2007 between Borrower and the State of Nebraska, by and through its Tax Commissioner (the “ NAA Agreement ”). Pursuant to the NAA Agreement, Borrower expects to receive certain payments and credits for various tax and other related investment and employment credits and incentives (the “ NAA Payments ”) from the State of Nebraska Department of Revenue (the “ Nebraska DOR ”). Immediately upon receipt by Borrower of any NAA Payment from time to time from the Nebraska DOR with respect to the NAA Agreement, Borrower shall immediately pay or cause to be paid to Lender the full amount of such NAA Payment, to be applied to the Obligations in accordance with Section 7 . To effect the foregoing, Borrower shall, effective on the date hereof, instruct the Nebraska DOR in writing in the form attached hereto as Exhibit B (the “ Nebraska Instruction Letter ”) that all NAA Payments from time to time shall be disbursed by the Nebraska DOR to Borrower at the Blocked Account. Borrower shall not give any instructions to the Nebraska DOR inconsistent with the Nebraska Instruction Letter. If any payment by the Nebraska DOR is not paid to the Blocked Account pursuant to the Nebraska Instruction Letter, Borrower shall, immediately upon the making of such payment by the Nebraska DOR, cause such payment to be deposited into the Blocked Account. Borrower shall give written notice to Lender within two (2) Business Days of (i) the making of any request for NAA Payments by Borrower, and (ii) the acknowledgment of, or payment by, the State of Nebraska of any NAA Payments, in each case in reasonable detail. Borrower shall execute and deliver such other agreements and documents and take such other actions as Lender shall reasonably request in order to effect the distribution of the NAA Payments as set forth in this Section 4(c) .

          (d) ABE Fairmont Distributions . Beginning with the fiscal year of Borrower and ABE Fairmont ended September 30, 2009, Borrower shall calculate “net profit” (as defined in the Section 10(K) of the 11/20/06 MLA) of ABE Fairmont for such fiscal year, and shall provide evidence to Lender in reasonable detail of such calculation no later than 10 Business Days after the end of such fiscal year. If such net profit is a positive number, and so long as such distribution is permitted by the CoBank Loan Documents, Borrower shall cause ABE Fairmont to distribute forty percent (40.0%) of such net profit (or if less than sixty percent (60.0%) of the net profit is required by the CoBank Loan Documents to be retained by ABE Fairmont, than such greater percentage as is not required to be retained) (each such

payment, an “ ABE Fairmont Distribution ”) no later than the date that the audited financial statements of ABE Fairmont for such fiscal year are delivered to CoBank, to Lender by causing ABE Fairmont to pay the full amount of such ABE Fairmont Distribution directly to Lender, to be applied to the Obligations in accordance with Section 7 . To effect the foregoing, Borrower shall, effective on the date hereof, instruct ABE Fairmont in writing in the form attached hereto as Exhibit C (the “ ABE Fairmont Instruction Letter ”) that all ABE Fairmont Distributions from time to time shall be distributed by ABE Fairmont directly to Lender at an account set forth in such ABE Fairmont Instruction Letter, which instructions shall contain the acknowledgment of ABE Fairmont that it shall not send any ABE Fairmont Distributions to Borrower or to any other account or Person other than to Lender at the account specified in the ABE Fairmont Instruction Letter without the prior written consent of Lender. Borrower shall not give any instructions to ABE Fairmont inconsistent with the ABE Fairmont Instruction Letter. Borrower shall execute and deliver such other agreements and documents and take such other actions as Lender shall reasonably request in order to effect the distribution of the ABE Fairmont Distributions as set forth in this Section 4(d) .

          (e) Additional Principal Payments . If at any time the interest on this Restated Note accrued during any month is less than $50,000 (pro rata for any partial month), Borrower shall pay to Lender the difference between $50,000 (or such pro rata portion thereof) and the interest accruing on this Restated Note during such month, to be applied to the Obligations in accordance with Section 7 .

     5.  Funding Advances . At the written request and expense of Borrower, Lender will wire transfer all or any portion of the advances hereunder in accordance with written instructions therefor. By executing this Restated Note, Borrower hereby requests Lender to make and fund the initial advances in accordance with the funding instructions that have been provided to Lender in writing.

     6.  Mechanics of Payment . All payments and other amounts due hereunder must be received by Lender by wire transfer in immediately available funds in Dollars (and without any deduction, offset, netting, counterclaim or reservation of rights) on or before 2:00 p.m. Central Time on the due date therefor at the principal office of Lender located at 800 Nicollet Mall, Minneapolis, MN 55402, Attention Tim Carter or Greg Meyer, or at such other location as Lender at any time or from time to time may designate to Borrower in writing. Any funds received by Lender after 2:00 p.m. Central Time on any day will be deemed to be received on the next succeeding Business Day. Whenever any payment to be made hereunder is due on a day that is not a Business Day, then such payment may be made on the next succeeding Business Day, and such extension of time will be included in the computation of interest due hereunder.

     7.  Application of Payments . All payments and other funds received by Lender hereunder will be applied in the following order: (a) to the payment of any fees and charges due under the Loan Documents, then (b) to any obligations for the payment of expenses, costs and indemnities due under the Loan Documents, then (c) to the payment of all other interest due and owing under Section 1(b) other than interest under Section 1(b)(ii) , then (d) to payments of all paid-in-kind interest under Section 1(b)(ii) accrued and not yet paid, to the extent such paid-in-kind has been added to principal, then (e) to the principal indebtedness due hereunder, then (f) to any other interest accrued hereunder other than as set forth in clauses (c) and (d) above, then (g) to any other indebtedness of Borrower to Lender under the Loan Documents.

     8.  Capital Adequacy, Taxes and Other Adjustments . If Lender determines that (a) the adoption, implementation or interpretation after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline, directive, policy or order regarding capital adequacy, reserve requirements, taxes or similar requirements, or (b) the compliance by Lender or any entity controlling or funding the operations of Lender with any request or directive regarding capital adequacy,

reserve requirements, taxes or similar requirements (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from any central bank, governmental agency, controlling entity, funding source or body, in either instance, would have the effect of increasing the amount of capital, reserves, taxes, funding costs or other funds required to be maintained or paid by Lender and thereby have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder, then Borrower must pay to Lender additional amounts sufficient to compensate Lender for such reduction. Lender will notify Borrower of any such determination and payment amount within a reasonable period of time thereafter, and (upon written request) Lender will furnish a statement setting forth the basis and the method for determining the amount of such payment. Any such determination or calculation by Lender will be conclusive absent manifest error.

     9.  Miscellaneous Additional Payment Terms, Including Ability to Re-Borrow . Principal amounts repaid or prepaid hereunder will not be available for re-borrowing under the terms hereof. To the extent Lender notes the date or amount of any payment hereunder on a schedule annexed hereto, then such notations shall constitute prima facie evidence of the information noted on such schedule, but the failure of Lender to make any such notation will not limit or otherwise affect the obligations or liabilities of Borrower hereunder.

     10.  Usury Savings Provision . Notwithstanding any provision of any Loan Document, Borrower shall not be required to pay interest at a rate or any fee or charge in an amount prohibited by applicable law. If interest or any fee or charge payable on any date would be in a prohibited amount, then such interest, fee or charge will be automatically reduced to the maximum amount that is not prohibited, and any interest, fee or charge for subsequent periods (to the extent not prohibited by applicable law) will be increased accordingly until Lender receives payment of the full amount of each such reduction. To the extent that any prohibited amount is actually received by Lender, then such amount will be automatically deemed to constitute a repayment of principal indebtedness hereunder.

     11.  Affirmative and Negative Covenants . Borrower hereby covenants and agrees that, until this Restated Note has been Paid in Full, Borrower will comply with the following covenants:

          (a) Delivery of Periodic Financial Information . Within 30 calendar days after the end of each month (including the last month of each fiscal quarter and of each fiscal year), Borrower shall deliver to Lender a set of consolidated financial statements for such immediately preceding month (in form and substance reasonably acceptable to Lender) including a balance sheet, income statement and statement of cash flows for Borrower and its Subsidiaries (with appropriate exhibits and schedules). Together with the monthly financial statements, Lender must also receive a certificate executed by the chief financial officer of Borrower as is acceptable to Lender (1) stating that the financial statements have been prepared in accordance with GAAP (except for the absence of footnotes and for customary, nonmaterial year-end adjustments) and fairly present the consolidated financial condition of Borrower and its Subsidiaries as of the date thereof and for the periods covered thereby and (2) certifying that as of the date of such certificate there is not any existing Default or Event of Default. In addition, Borrower shall deliver to Lender a copy of each compliance package, including financial statements, compliance certificates and other deliverables, as applicable, delivered by ABE Fairmont to CoBank as the administrative agent under the CoBank Loan Documents, concurrently, but in no event later than five (5) days after the delivery thereof to CoBank.

          (b) Delivery of Financial Statements . Within 90 calendar days after each fiscal year, Borrower shall deliver to Lender a complete set of annual consolidated and consolidating financial statements for Borrower and its Subsidiaries (with accompanying notes), in reasonable detail and in comparative form. Such financial statements (1) must be prepared in accordance with GAAP consistently applied, and (2) must be audited by McGladrey & Pullen, LLP or another independent certified public

accounting firm satisfactory to Lender. Together with the annual financial statements, Lender must also receive all related management letters, if any, prepared by such accountants, and such financial statements shall be accompanied by a report of such accountants, which report shall be without limitation as to the scope of the audit and shall state that such financial statements present fairly, in all material respects, the financial position of Borrower and its Subsidiaries in conformity with GAAP as of the date thereof and for the periods covered thereby.

          (c) Other Information; Access . At Borrower’s expense, upon request by Lender, Borrower will, and will cause ABE Fairmont to, during normal business hours, permit Lender and its representatives to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records (whether in the possession of Borrower or a third party) and to discuss their respective operations, affairs, finances and accounts with their respective management personnel, officers, employees and independent public accountants. In addition to the foregoing, from time to time, Borrower shall provide Lender with any other information (financial or otherwise) about Borrower or any of its Subsidiaries reasonably requested by Lender.

          (d) Compliance with Laws; Existence and Good Standing . Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all laws, rules, regulations and orders (federal, state, local and otherwise) that are applicable to Borrower, or any Subsidiary of Borrower, including all applicable Environmental Control Statutes and ERISA. Borrower shall, and shall cause each of Subsidiaries to, preserve and maintain (1) such Person’s existence as an organization in good standing under the applicable laws of such Person’s jurisdiction of organization, and (2) such Person’s qualification in good standing to conduct business in all jurisdictions where it conducts business and as to which the failure to be in good standing could reasonably be expected to have a Material Adverse Effect, and (3) the validity of all such Person’s authorizations and licenses required or otherwise appropriate in the conduct of such Person’s businesses and as to which the failure to have such valid authorization or license could reasonably be expected to have a Material Adverse Effect.

          (e) Books and Records; Maintenance of Properties . Borrower shall, and shall cause each of Subsidiaries to, keep and maintain accurate books and records of account in accordance with GAAP. Borrower shall, and shall cause each of Subsidiaries to, keep, maintain and preserve all of its material assets in good order and repair (ordinary wear and tear excepted) and fully insured by reputable and financially sound insurance companies with coverages that are customary for Borrower’s or such Subsidiary’s industry (and reasonably acceptable to Lender).

          (f) Transactions with Affiliates . Borrower shall not, and shall not permit any of its Subsidiaries to, engage in any transaction (including employment, management and/or other compensation arrangements) with any Person who is an Affiliate of Borrower or any of its Subsidiaries other than (a) reasonable and customary compensation arrangements in the ordinary course of business with its officers and directors, to the extent permitted hereunder and (b) transactions on a basis no more favorable to such Affiliate then would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of Borrower or any of its Subsidiaries and disclosed to Lender in writing prior to entering into any such transaction.

          (g) Indebtedness and Guaranties . Borrower shall not, and shall not permit ABE Fairmont to, (1) create, incur, assume or permit to exist any additional Indebtedness or liabilities or (2) guarantee, assume or otherwise be or agree to become directly or indirectly liable in any way for any additional indebtedness or liability of any other Person, except (i) Indebtedness and guarantees in favor of Lender; (ii) trade debt and customary operating expenses incurred and paid by such Person in the normal and ordinary course of business; (iii) Indebtedness incurred to purchase fixed or capital assets and Capital Leases, consistent with the restrictions and conditions in Section 11(h)(2) , provided that the aggregate

amount of such Indebtedness outstanding under this clause (iii) at any time may not exceed $3,000,000; (iv) Indebtedness under the CoBank Loan Documents in an amount not to exceed $93,650,000 in the aggregate outstanding at any time; (v) the Indebtedness listed on Schedule 11(g) attached to this Restated Note; (vi) Indebtedness under the Wells Fargo Documents in an amount not to exceed $7,000,000 in the aggregate outstanding at any time; and (vii) extensions, refinancings and renewals of any of the Indebtedness permitted by the foregoing clauses, provided that the principal amount of such Indebtedness shall not be increased or the terms of such Indebtedness modified to impose more burdensome terms upon Borrower or any of its Subsidiaries.

          (h) Liens . Borrower shall not, and shall not permit ABE Fairmont to, create, permit or suffer the creation or existence of any Liens on any of its property or assets (real or personal, tangible or intangible), except (1) Liens in favor of Lender; (2) Liens arising in favor of sellers, lessors or other financial institutions for indebtedness and obligations incurred to purchase or lease fixed or capital assets as permitted under Section 11(g)(iii) , provided that such Liens secure only the indebtedness and obligations created thereunder (but not any related monetary obligations under non-compete and consulting arrangements) and are limited to the assets purchased or leased pursuant thereto and the proceeds thereof; (3) Liens for taxes, assessments or other governmental charges (federal, state or local) that are not yet delinquent or that are then being currently contested in good faith by appropriate proceedings diligently prosecuted, provided that (i) adequate reserves therefor in accordance with GAAP have been established, and (ii) such Liens could not reasonably be expected to have or cause a Material Adverse Effect, (4) deposits or pledges made in the ordinary course of business to secure obligations which are not overdue in respect of under workmen’s compensation, unemployment insurance or social security laws or similar legislation; (5) deposits to secure performance or payment bonds, bids, tenders, contracts, leases, franchises or public and statutory obligations required in the ordinary course of business; (6) statutory or common law liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen, and landlords incurred in the ordinary course of business and in existence less than 120 days from the date of creation thereof in respect of obligations not past due or sums being currently contested in good faith by appropriate proceedings diligently prosecuted, provided that (A) adequate reserves therefor in accordance with GAAP must have been established, and (B) such Liens could not reasonably be expected to have or cause a Material Adverse Effect; (7) easements, rights-of-way, restrictions and other similar encumbrances on real property owned or leased by Borrower and encumbrances evidencing the ownership interest or title of any owner or lessor with respect to real property leased by Borrower, provided that such Liens do not in the aggregate materially interfere with the occupation, use or enjoyment by Borrower of the property or assets encumbered thereby in the normal course of business or materially impair the value of the property subject thereto; (8) Liens securing Indebtedness permitted by Section 11(g)(iv) or Section 11(g)(vi) ; (9) the Liens listed on Schedule 11(h) attached to this Restated Note; (10) Liens arising from judgments, decrees or attachments that do not constitute an Event of Default; (11) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (12) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (13) Liens in favor of a depository bank or a securities intermediary pursuant to such depository bank’s or securities intermediary’s customary customer account agreement; provided that any such Liens shall at no time secure any indebtedness or obligations other than customary fees and charges payable to such depository bank or securities intermediary; and (14) Liens incurred in connection with the extension, renewal or refinancing of indebtedness secured by Liens permitted under the preceding clauses, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase. Lender also understands that the State of Nebraska has certain rights under Section 22 of the NAA Agreement.

          (i) Investments, Acquisitions and Loans . Borrower shall not, and shall not permit ABE Fairmont to, purchase or otherwise acquire (including by way of share exchange) any part or share of the Equity Interests or equity ownership of, or acquire all or substantially all of the assets or any division or similar operating unit of, guaranty any Indebtedness of, or make any loan, advance or extension of credit to, or contribute to the capital of, or make or permit to exist any contribution, investment in or other interest in, any other Person (collectively, “ Investments ”), except for: (1) government and agency securities backed by the full faith and credit of the U.S. federal government; (2) commercial paper of a U.S. domestic issuer rated at least A-1+ or A-1 by Standard & Poor’s Ratings Group or at least P-1 by Moody’s Investor Services, Inc. and maturing not more than 90 calendar days from the date of acquisition thereof; (3) certificates of deposit (maturing within 12 calendar months after the date of issuance), time deposits, other deposits and bankers’ acceptances issued by or established with U.S. federally insured commercial banks rated as “well capitalized” by their primary federal regulators, and having unimpaired capital and unimpaired surplus (collectively) of at least $250,000,000, and whose commercial paper (or commercial paper that is supported by such bank’s letter of credit or commitment to lend) is rated at least A-1+ or A-1 by Standard & Poor’s Ratings Group or at least P-1 by Moody’s Investor Services, Inc.; (4) loans and advances to employees of Borrower or any of its Subsidiaries in the ordinary course of business not to exceed an aggregate principal amount of $100,000 at any time outstanding; (5) Investments set forth on Schedule 11(i) attached to this Restated Note; (6) Investments in Subsidiaries and in the Heartland Entities existing as of the date of this Restated Note; and (7) repurchases of Equity Interests from former employees or managers of Borrower under the terms of applicable repurchase agreements, including repurchases effected by the cancellation of indebtedness owed to such former employees of Borrower, in an aggregate amount not to exceed $100,000 during the term of this Restated Note, provided that no Event of Default has occurred, is continuing or would exist after giving effect to such repurchases or cancellation of indebtedness.

          (j) Transfer of Assets . Borrower shall not, and shall not permit ABE Fairmont to, sell, lease, license pursuant to an exclusive license (whether or not fully paid up front), transfer or otherwise dispose of all or a substantial part of its assets or any asset the loss of which could reasonably be expected to have or cause a Material Adverse Effect. In addition, Borrower shall not, and shall not permit any of its Subsidiaries to, sell, lease, license, transfer or otherwise dispose of any asset other than (1) pursuant to a transaction with an unrelated third party in the normal and ordinary cou