AMENDED AND RESTATED SECURED TERM LOAN NOTE

Exhibit 4.1

Execution Version

AMENDED AND RESTATED SECURED TERM LOAN NOTE

      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 NINE MILLION SEVEN HUNDRED FIFTY-EIGHT THOUSAND ONE HUNDRED THIRTEEN DOLLARS AND NINETY-ONE CENTS ($9,758,113.91), 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) October 1, 2012, 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; provided that, and notwithstanding the foregoing, Borrower shall be permitted to wind up and dissolve ABE Northfield, LLC and Indiana Renewal Fuels, LLC which, as of the date of this Restated Note, are wholly owned shell Subsidiaries of Borrower.

          (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 course of business for value received and otherwise in accordance with the terms hereof that (together with all other transactions during the immediately preceding 12 consecutive calendar months) has a fair market value aggregating less than $1,000,000, provided that no Default or Event of Default is then occurring or would otherwise be caused thereby; (2) with respect to obsolete or replaced equipment no longer useful in the operation of Borrower’s or any Subsidiary’s business, pursuant to a reasonable and customary transaction with an unrelated third party and otherwise in accordance with the terms hereof; or (3) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business. Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any sale-lease back transaction with respect to any of their respective assets.

          (k) Dividends, Distributions and Redemptions . Except as permitted by Section 11(i)(9) , Borrower shall not declare or make (directly or indirectly) any payment or distribution with respect to, or incur any liability for the purchase, acquisition, redemption or retirement of, any of its equity interests (including warrants therefor) or as a dividend, return of capital or other payment or distribution of any kind to any holder of any such equity interest. Notwithstanding the foregoing, so long as no Default or Event of Default then exists under the Loan Documents or would otherwise be caused by the payment of such dividend, Borrower may declare and distribute reasonable and lawful dividends to the holders of its equity securities for the sole purpose of making Tax Distributions to such holders of its Equity Interests.

          (l) New Ventures; Mergers . Borrower shall not, and shall not permit ABE Fairmont to, (1) enter into any new business activities or ventures not directly related to its current business; (2) merge or consolidate with or into any other corporation, partnership, limited liability company or other organization; or (3) create or acquire (or cause or permit the creation or acquisition of) any Subsidiary.

          (m) Modifications to Organizational Documents . Borrower shall not, and shall not permit ABE Fairmont to, (1) amend or otherwise modify any of its Organizational Documents, or (2) change its legal or official name, its operating names or the names under which it executes contracts and conducts business, in each instance, if such amendment or change could reasonably be expected to have or cause an adverse effect (including any adverse affect on the attachment or perfection of any pledge or security interest in favor of Lender).

          (n) General Insurance Provisions . Borrower shall, and shall cause ABE Fairmont to, keep all of their respective property and assets fully covered by insurance with reputable and financially sound insurance companies (reasonably acceptable to Lender), and also maintain such protection against such hazards and liability in such amounts and with such deductibles as is customary in the industry of Borrower or ABE Fairmont and appropriate under the relevant circumstances and, on the date that is 5 Business Days from the date hereof, and at all times thereafter, shall name (with appropriate endorsements) Lender as an additional insured with respect to policies of liability insurance. Upon Lender’s request, Borrower from time to time will furnish Lender with proof of such insurance, in form and substance acceptable to Lender, and a copy of the related policy or policies.

          (o) Taxes . Borrower shall, and shall cause ABE Fairmont to, pay and discharge all material taxes, assessments or other governmental charges or levies imposed on it or any of its property or assets prior to the date upon which any penalty for non-payment or late payment is incurred, unless the same are then being contested in good faith by appropriate proceedings diligently prosecuted, adequate reserves therefor have been established in accordance with GAAP, and the consequences of such non-payment could not reasonably be expected to have a Material Adverse Effect.

          (p) Management Changes . Borrower shall notify Lender in writing within 20 days after any change (including any dismissal or change in title or status) in the senior management personnel of Borrower or ABE Fairmont.

          (q) Litigation and Administrative Proceedings . Borrower shall notify Lender in writing promptly upon the institution or commencement of any litigation, legal or administrative proceeding, any arbitration proceeding, or any labor controversy against or involving Borrower or any of its Subsidiaries (1) with a purported amount in controversy in excess of $250,000 (in excess of the amount of any insurance coverage as to which the applicable insurer has accepted tender) or (2) that could otherwise, if adversely determined, reasonably be expected to have or cause a Material Adverse Effect.

          (r) Monitoring Compliance . Borrower shall notify Lender in writing promptly, but in any event within 5 calendar days, after obtaining knowledge of the occurrence or existence of any Default or Event of Default hereunder.

          (s) Margin Stock Restrictions; Other Federal Statutes . Borrower shall not, and shall not permit ABE Fairmont to, use any of the proceeds hereunder, directly or indirectly, to purchase or carry, or to reduce or retire any indebtedness that was originally incurred to purchase or carry, any “Margin Stock” or for any other purpose that might constitute the transactions contemplated hereby as a “Purpose Credit” within the meaning of the Board of Governors of the Federal Reserve Systems’ Margin Regulations. Borrower shall not, and shall not permit ABE Fairmont to, engage as its principal business in the extension of credit for purchasing or carrying Margin Stock. Borrower shall not, and shall not permit ABE Fairmont to, cause or permit any Loan Document to violate any other regulation of the Board of Governors of the Federal Reserve System or the Securities and Exchange Commission or any provision of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 or the Small Business Investment Act of 1958, each as amended, or any rules or regulations promulgated under any of such statutes.

          (t) Further Assurances . From time to time, Borrower shall, and shall cause ABE Fairmont to, execute and deliver (or will cause to be executed and delivered) such supplements, amendments, modifications to and/or replacement