Exhibit 4.1

Execution Version

AMENDED AND RESTATED SECURED TERM LOAN NOTE

$9,758,113.91		August 28, 2009 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 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 replacements of the Loan Documents and such further instruments as may be reasonably required or reasonably requested by Lender to effectuate the intention of the parties to (or to otherwise facilitate the performance of) the Loan Documents.

          (u) Costs and Expenses . Borrower shall pay or reimburse Lender for all fees and costs (including all reasonable attorneys’ fees and disbursements) that Lender may pay or incur in connection with (1) the preparation, negotiation and review of the Loan Documents, any waivers, consents and amendments in connection herewith or therewith and all other documentation related hereto or thereto, (2) the initial and continuing perfection or protection of Lender’s interest in any of the Collateral, (3) the collection or enforcement of any of the Loan Documents, (4) the periodic examination of the books, records and operations of Borrower and its Subsidiaries (including with respect to the Collateral), and (5) Lender’s release of its interests in the Collateral in accordance with the terms of the Loan Documents. Borrower shall pay any and all recordation taxes or other fees due upon the filing of the financing statements or documents of similar effect required to be filed under the Loan Documents, and shall provide Lender with a copy of any receipt or other evidence reflecting such payments. All obligations provided for in this Section 11(u) shall survive the termination of this Restated Note and the repayment of the Obligations hereunder.

          (v) Negative Pledge . Borrower shall not, and shall not permit any of its Subsidiaries to 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 Letter of Credit Cash Collateral, the GSB Deposit Account, the Blocked Account, the NAA Payments 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 Restated Note or in the other Loan Documents. Lender also understands that the State of Nebraska has certain rights under Section 22 of the NAA Agreement.

          (w) Closing Conditions . The effectiveness of this Restated Note is subject to the satisfaction or waiver, on or before the date hereof, of the following conditions:

               (i)  Note . Borrower shall have duly executed and delivered this Restated Note to Lender.

               (ii)  Other Documents . Borrower and ABE Fairmont shall have duly executed and delivered the other Loan Documents together with such other certificates, documents and agreements as Lender may reasonably request, and Borrower shall have delivered to Lender the Control Agreement, the GSB Instruction Letter and the Nebraska Instruction Letter, in each case duly executed by all parties thereto.

               (iii)  Representations and Warranties; No Default . The representations and warranties contained in Section 12 and in the other Loan Documents shall be true on and as of the date hereof, both immediately before and immediately after giving effect to the consummation of the transactions contemplated hereby and there shall exist on such day no Default or Event of Default, both immediately before and immediately after giving effect to the consummation of the transactions contemplated hereby.

               (iv)  Opinion . Lender shall have received from Faegre & Benson, counsel to Borrower and ABE Fairmont, an opinion letter regarding the Loan Documents and the financing transaction contemplated thereby, in form and substance satisfactory to Lender.

               (v)  Compliance with Laws . The advance of the funds as contemplated by this Restated Note on the terms and conditions herein provided (including the use of the proceeds thereof by Borrower) and the issuance of the Warrant and the Prior Warrant shall not violate any applicable law or governmental regulation and shall not subject Lender or the holder of the Warrant and the Prior Warrant to any tax, penalty or liability under or pursuant to any applicable law or governmental regulation.

               (vi)  Consents . Lender shall be satisfied that any and all material government, contractual and other third-party licenses, approvals and consents necessary to the funding of the advance contemplated by this Restated Note, the issuance of the Warrant and the Prior Warrant and the granting of the security interest to Lender pursuant to the Collateral Security Documents have been obtained.

               (vii)  Warrant . Borrower shall have issued the Warrant to Lender in form and substance satisfactory to Lender.

               (viii)  Other Fees and Expenses . Borrower shall have paid all fees required by Section 11(u) then due and owing.

               (ix)  Secretary’s Certificate with Attachments . Borrower shall have, and shall have caused ABE Fairmont to have, delivered to Lender certificates of the Secretary or an Assistant Secretary and one other officer of each of Borrower and ABE Fairmont (with incumbency), certifying the names and true signatures of the officers of such Person authorized to sign the Loan Documents (and the Warrant, with respect to Borrower) to which such Person is a party and the other documents to be delivered hereunder to which such Person is a party, in form and substance satisfactory to Lender, attaching (A) copies of the resolutions of the board of directors or the sole member, as applicable, of each of Borrower and ABE Fairmont, authorizing its execution and delivery of, and the performance of, its respective obligations under the Loan Documents to which such Person is a party (and the Warrant, with respect to Borrower), (B) certified copies of the certificates of formation and operating agreements of each of Borrower and ABE Fairmont; and (C) a good standing certificate for each of Borrower and ABE Fairmont from the Secretary of State of the state of formation of each such Person, each dated as of a recent date.

               (x)  Officer’s Certificate . Borrower shall have delivered a certificate of an officer of Borrower having primary responsibility for financial matters, in form and substance satisfactory to Lender, certifying as to the amount of outstanding Indebtedness of each of Borrower and ABE Fairmont on an unconsolidated basis as of the date hereof.

               (xi)  Perfection of Security Interest . All actions necessary to perfect (and to maintain perfection of) the Lien of Lender in the Collateral shall have been taken in accordance with the terms and provisions of the Collateral Security Documents. The Lien of Lender in the Collateral shall be valid and enforceable and the Collateral shall be subject to no other Liens. Lender also understands that the State of Nebraska has certain rights under Section 22 of the NAA Agreement.

               (xii)  Material Adverse Effect . No Material Adverse Effect shall have occurred.

          (x) Independence of Covenants . All covenants and defaults contained in this Restated Note and the other Loan Documents shall be given independent effect. If a particular action or condition is not permitted by any covenant in this Restated Note, then the fact that such action or condition would be permitted by an exception to (or would otherwise be within the limitations of) another covenant in this Restated Note shall not avoid the occurrence or existence of a Default or Event of Default if such action is taken or if such condition exists.

     12.  Representations and Warranties . Borrower hereby represents and warrants to and for the benefit of Lender as follows:

          (a) Organization and Good Standing . Each of Borrower and each of its Subsidiaries (1) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (2) has all requisite limited liability company power to own its properties and to conduct its business as now conducted and as currently proposed to be conducted, and (3) is duly qualified to conduct business as a foreign limited liability company and is currently in good standing in each state and jurisdiction in which it conducts business, except where failure to be duly qualified and in good standing could not reasonably be expected to have a Material Adverse Effect.

          (b) Power and Authority . Borrower has all requisite limited liability company power and authority under applicable law and under its Organizational Documents to execute, deliver and perform its obligations under the Loan Documents.

          (c) Validity and Legal Effect . This Restated Note constitutes, and the other Loan Documents to which Borrower is a party constitute (or will constitute when executed and delivered), the legal, valid and binding obligations of Borrower enforceable against it in accordance with the terms thereof, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and except as limited by general principles of equity.

          (d) No Violation of Laws or Agreements . The execution, delivery and performance by Borrower of the Loan Documents (1) will not violate or contravene any material provision of any material law, rule, regulation, administrative order or judicial decree (federal, state or local), (2) will not violate or contravene any provision of the Organizational Documents of Borrower or any of its Subsidiaries, (3) will not result in any material breach or violation of (or constitute a material default under) any material agreement or instrument by which Borrower or any of its Subsidiaries or any of their respective assets or property may be bound, and (4) will not result in or require the creation of any Lien

(other than pursuant to the Loan Documents) upon or with respect to any assets or properties of Borrower or any of its Subsidiaries, whether such assets or properties are now owned or hereafter acquired.

          (e) Accuracy of Financial Information . All financial statements previously furnished to Lender concerning the financial condition and operations of Borrower and it Subsidiaries: (1) fairly present in all material respects the financial condition of the organization covered thereby as of the dates and for the periods covered thereby, (2) disclose all material liabilities (contingent and otherwise) of Borrower and its Subsidiaries, and (3) with respect to financial statements prepared by or on behalf of Borrower and its Subsidiaries, have been prepared in accordance with GAAP consistently applied.

          (f) No Liens . Other than the Lien of GSB in the GSB Deposit Account and the GSB Letter of Credit Cash Collateral, Borrower owns the GSB Deposit Account, the GSB Letter of Credit Cash Collateral and the rights to the NAA Payments 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 the NAA Agreement.

     13.  Definitions . For purposes of this Restated Note, the following terms have the following corresponding meanings:

          (a) “ ABE Fairmont ” means ABE Fairmont, LLC, a Delaware limited liability company and wholly-owned Subsidiary of Borrower.

          (b) “ Affiliate ” of any Person means any other Person that directly or indirectly controls, is controlled by or is under direct or indirect common control with such Person. A Person shall be deemed to “control” another Person if such first Person directly or indirectly possesses the power to direct (or to cause the direction of or to materially influence) the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the generality of the foregoing, each Person who owns or controls 5% or more of any class or series of any equity interest of such Person will be deemed to be an Affiliate of a Person. Notwithstanding the foregoing, in no event shall Lender or any of its Affiliates be deemed to be an Affiliate of Borrower or any of its Subsidiaries.

          (c) “ Bankruptcy Code ” means the Federal Bankruptcy Reform Act of 1978, as codified under Title 11 of the United States Code, and the Bankruptcy Rules promulgated thereunder, as amended.

          (d) “ Borrower ” means Advanced BioEnergy, LLC, a Delaware limited liability company, having its principal and chief executive office at the address specified in Section 25 , and any successor or authorized assignee of any thereof.

          (e) “ Business Day ” means any day that is not a Saturday, a Sunday or a day on which banks under the laws of the States of Minnesota or New York are authorized or required to be closed.

          (f) “ Capital Leases ” means all leases that have been or should be recorded as capitalized leases in accordance with GAAP.

          (g) “ Change of Control ” means shall mean the occurrence of an event, or series of events, which shall lead, or has led to (a) any “person” or any syndicate or group deemed a “person” within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the

“ Exchange Act ”), has become, directly or indirectly, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), of 30% or more of the voting power of the voting stock of Borrower on a fully-diluted basis, after giving effect to the conversion and exercise of all outstanding warrants, options and other securities of Borrower (whether or not such securities are then currently convertible or exercisable), provided that with respect to ECM, a Change of Control under this clause (a) shall occur only if ECM has become, directly or indirectly, the beneficial owner (as defined above) of more than 50% of the voting power of the voting stock of Borrower on a fully-diluted basis, after giving effect to the conversion and exercise of all outstanding warrants, options and other securities of Borrower (whether or not such securities are then currently convertible or exercisable), by aggregating the voting power of Borrower held by ECM as in effect on the date of the Forbearance Agreement plus all voting power obtained by ECM subsequent to the date of the Forbearance Agreement, or (b) during any period of 2 consecutive calendar years, individuals who at the beginning of such period constituted the board of directors (or similar governing body) of Borrower cease for any reason (other than death, disability or expiration of term) to constitute a majority of the board of directors (or similar governing body) of Borrower then in office unless such new directors (or similar) were elected by the directors (or similar) of Borrower who constituted the board of directors (or similar governing body) of Borrower at the beginning of such period, or (c) the failure of Borrower to own 100% of the equity interests of each of its Subsidiaries on a fully-diluted basis.

          (h) “ CoBank Loan Documents ” means, collectively, (i) that Master Loan Agreement dated as of November 20, 2006 between Farm Credit Services of America, FLCA (“ Farm Credit ”) and ABE Fairmont as amended by an Amendment dated on or about October 5, 2007 and an amendment dated as of December 24, 2008 (the “ 11/20/06 MLA ”), as further amended and supplemented by that (1) Construction and Term Loan Supplement to the MLA dated as of November 20, 2006 between Farm Credit and ABE Fairmont with respect to a construction and term loan in an amount not to exceed $6,500,000, as amended by the Amendment to such Supplement dated on or about October 5, 2007 between Farm Credit and ABE Fairmont, (2) Construction and Revolving Term Loan Supplement to the 11/20/06 MLA dated as of November 20, 2006 and effective as of June 1, 2007 between Farm Credit and ABE Fairmont with respect to a construction and revolving term loan commitment in an amount not to exceed $4,000,000, as amended by the Amendment to such Supplement entered into on or about October 5, 2007 between Farm Credit and ABE Fairmont, (3) Disbursing Agreement dated as of November 1, 2006 among ABE Fairmont, Farm Credit, CoBank, ACB (“ CoBank ”) and Homestead Escrow and Exchange Co., (4) Administrative Agency Agreement dated as of November 20, 2006 among Farm Credit, CoBank and ABE Fairmont, and (5) Statused Revolving Credit Supplement dated as of December 24, 2008 which amended and restated the Statused Revolving Credit Supplement dated on or about October 5, 2007 between ABE Fairmont and Farm Credit; and (ii) that Master Loan Agreement dated as of February 17, 2006 between Farm Credit and Borrower (the “ 2/17/06 MLA ”), as amended and supplemented by that (1) Construction and Term Loan Supplement dated as of December 24, 2008 between Farm Credit and ABE Fairmont, with respect to a construction and term loan in an amount not to exceed $58,250,000, which amended and restated the Construction and Term Loan Supplement dated as of February 17, 2006 between Farm Credit and ABE Fairmont, (2) Construction and Revolving Loan Supplement dated as of December 24, 2008 between Farm Credit and ABE Fairmont, with respect to a construction and revolving term loan in an amount not to exceed at any one time outstanding $25,000,000 less the amounts scheduled to be repaid therein, which amended and restated the Construction and Revolving Term Loan Supplement dated as of February 17, 2006 between Farm Credit and ABE Fairmont, (3) Statused Revolving Credit Supplement dated as of February 17, 2006 between Farm Credit and ABE Fairmont with respect to a revolving credit facility in an available amount not to exceed at any one time outstanding $5,000,000 as amended by the Amendment dated on or about October 5, 2007 and

as further amended by the Revolving Credit Supplement — Letters of Credit dated as of October 24, 2008 (4) Administrative Agency Agreement dated as of February 17, 2006 among Farm Credit, CoBank and Borrower, ABE Fairmont, (5) Amendment to Master Loan Agreement dated as of April 11, 2006 between Farm Credit and Borrower, (6) that Security Agreement dated February 17, 2006 between Borrower and Farm Credit, and (7) that Deed of Trust and Assignment of Rents dated February 17, 2006 by Borrower in favor of Farm Credit, all of Borrower’s obligations and liabilities under the 2/17/06 MLA, as amended, having been assumed by ABE Fairmont pursuant to Section 25 of the 11/20/06 MLA and Borrower having been discharged from its obligations under the 2/17/06 MLA, as amended, pursuant to that letter agreement dated November 10, 2006 between Farm Credit and Borrower, as the 2/17/06 MLA has been further amended by that (x) Amendments to the Construction and Term Loan Supplement dated as of November 20, 2006 and on or about October 5, 2007 between Farm Credit and ABE Fairmont and (y) Amendments to the Construction and Revolving Term Loan Supplement dated as of November 20, 2006 and on or about October 5, 2007 between Farm Credit and ABE Fairmont, together with all amendments, supplements, agreements, documents, exhibits, schedules and certificates contemplated thereby or entered into in connection with any of the foregoing.

          (i) “ Collateral ” means the collateral security committed to Lender under the Collateral Security Documents executed by Borrower in favor of Lender pursuant to this Restated Note from time to time and/or pursuant to all similar or related documents and agreements from time to time, all as amended, modified, supplemented or restated and in effect from time to time.

          (j) “ Collateral Security Documents ” means, individually and collectively, (1) the Membership Interest Pledge Agreement, all financing statements filed pursuant thereto, and all other instruments (including membership interest certificates) and documents otherwise executed and/or delivered pursuant thereto and (2) any additional documents, including any deposit account control agreements, granting security to Lender pursuant to this Restated Note or required or delivered in connection with any other Loan Document, all as amended modified, supplemented or restated and in effect from time to time.

          (k) “ Default ” means any event or circumstance that with the giving of notice or the passage of time (or both) would constitute an Event of Default.

          (l) “ Dollar ” or “ $ ” means U.S. dollars.

          (m) “ ECM ” means, collectively, Tennessee Ethanol Partners, L.P., Ethanol Capital Management, LLC and Ethanol Investment Partners, LLC and their respective Affiliates.

          (n) “ Environmental Control Statutes ” means all federal, state and local laws, statutes, rules, ordinances, regulations (as implemented and as interpreted), judgments, decrees, orders, licenses, permits and rules governing the control, removal, storage, transportation, spill, release or discharge of hazardous or toxic wastes, substances and petroleum products or otherwise pertaining to the protection of human health, safety or the environment or natural resources.

          (o) “ Equity Interests ” means shares of capital stock, partnership interests, membership interests or units in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

          (p) “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

          (q) “ Event of Default ” means the occurrence of any one or more of the following events: (1) if any payment of principal, interest, fees, expenses, indemnities or other sums payable to Lender under any Loan Document is not received by Lender in immediately available funds on the date such payment is due and payable and , except with respect to principal payments, such failure to receive such payment in immediately available funds continues for 3 Business Days after the due date therefor; (2) if any representation, warranty or other statement made in any Loan Document or in any financial statement or written report provided to Lender by or on behalf of Borrower or ABE Fairmont (or otherwise furnished in connection herewith) when made was misleading or incorrect in any material respect; (3) if Borrower or ABE Fairmont defaults in the full and timely performance when due of any other covenant or agreement contained in any Loan Document, and such default remains uncured for 15 Business Days after the earlier of the date that Lender notifies Borrower thereof or the date that Borrower or ABE Fairmont otherwise acquires knowledge or should have acquired knowledge thereof; (4) if Borrower or ABE Fairmont fails or refuses to make any required payment (whether as principal, interest or otherwise) with respect to any indebtedness for borrowed money in excess of $1,000,000 (or with respect to any guaranty or reimbursement obligation of any such indebtedness) prior to the expiration of any applicable grace period with respect to such payment, or if any such indebtedness for borrowed money is accelerated prior to its express maturity as a result of any default thereunder; (5) if Borrower or any of its Subsidiaries (i) becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due; or (ii) is adjudicated insolvent or bankrupt in any Insolvency Proceeding; or (iii) admits in writing an inability to pay its debts; or (iv) comes under the authority of a custodian, receiver or trustee (or one is appointed for substantially all of its property); or (v) makes an assignment for the benefit of creditors; or (vi) has commenced against it any proceeding (including any Insolvency Proceeding) under any law related to bankruptcy, insolvency, liquidation, dissolution or the reorganization, readjustment or release of debtors that is either not contested or if contested is not dismissed or stayed within 60 calendar days after the commencement thereof; or (vii) commences or institutes any proceeding (including any Insolvency Proceeding) under any law related to bankruptcy, insolvency, liquidation, dissolution or the reorganization, readjustment or release of debtors; or (viii) calls a meeting of creditors with a view to arranging a composition or adjustment of debt; or (ix) by any act or failure to act that indicates consent to, approval of or acquiescence in any of the foregoing; (6) if (i) any judgment, writ, warrant, attachment or execution or similar process that calls for payment or presents liability in excess of $250,000 is rendered, issued or levied against Borrower or ABE Fairmont or any of their respective properties or assets or (ii) any final, non-appealable arbitration award that calls for payment or presents liability in excess of $250,000 is rendered, issued or levied against Borrower or ABE Fairmont or any of their respective properties or assets, and in either case such liability is not paid, waived, stayed, vacated, discharged, settled, satisfied or fully bonded within 60 calendar days after it is rendered, issued or levied; (7) (i) if the security interest or lien in any of the Collateral with a fair market value exceeding collectively $250,000 at any time does not constitute a legal, valid and enforceable security interest or lien in favor of Lender or shall cease to have the priority contemplated by the Collateral Security Documents otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of Lender, or (ii) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of Lender, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents shall be commenced by or on behalf of Borrower or any of its Subsidiaries or any of their respective equity holders, or any Governmental Authority shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (8) 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 (unless such default or event is waived in writing in accordance with the terms thereof), 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; (9) Borrower or any of its Subsidiaries fails to observe or perform any agreement or condition under the Wells Fargo Documents beyond the expiration of any applicable grace period, or any other default or other event occurs (unless such default or event is waived in writing in accordance with the terms thereof), the effect of which default or other event is to cause, or to permit the holder or holders of the Indebtedness under the Wells Fargo 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; (10) so long as the Warrant is held by Lender or any of its Affiliates, (i) any representation, warranty or other statement made in the Warrant when made shall be misleading or incorrect in any material respect; or (ii) Borrower defaults in the full and timely performance when due of any covenant or agreement contained in the Warrant, and such default remains uncured for 15 Business Days after the earlier of the date that Lender notifies Borrower thereof or the date that Borrower otherwise acquires knowledge or should have acquired knowledge thereof; and/or (11) if a Material Adverse Effect has occurred.

          (r) “ GAAP ” means generally accepted accounting principles from time to time in effect, including the statements and interpretations of the United States Financial Accounting Standards Board, applied on a consistent basis.

          (s) “ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          (t) “ Hazardous Materials ” includes (a) any “hazardous waste” as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq .), as amended from time to time, and regulations promulgated thereunder; or (b) any “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq .), as amended from time to time, and regulations promulgated thereunder; or (c) any pollutant or contaminant as defined by 42 U.S.C. §9601(33); or (d) any toxic substance, oil or hazardous material or other chemical or substance (including, without limitation, asbestos in any form, urea formaldehyde or polychlorinated biphenyls) the use or presence of which is similarly regulated or prohibited by any Environmental Control Statute.

          (u) “ Heartland Entities ” means, collectively, ABE Heartland, LLC, a Delaware limited liability company, Dakota Fuels, Inc., a Delaware corporation and Heartland Grain Fuels, L.P., a Delaware limited partnership.

          (v) “ Indebtedness ” of any Person means, without duplication, (1) all indebtedness of such Person for borrowed money, and (2) all obligations of such Person for the deferred purchase price of property or services (other than trade indebtedness, if and to the extent such indebtedness is incurred in the ordinary course of business for value received which would be shown as a liability on a balance sheet or are required to be set forth in the footnotes to a year-end balance sheet, each prepared in accordance with GAAP, and (3) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, and (4) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and

remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), and (5) all obligations of such Person as lessee under Capital Leases to the extent classified as a liability on a balance sheet in accordance with GAAP, and (6) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities, and (7) all obligations of such Person in respect of any interest rate or currency swap, cap or other agreement or arrangement designed to provide protection against fluctuations in interest or currency exchange rates, and (8) all Indebtedness of others referred to in clauses (1) through (7) above or clause (9) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person to assure a creditor against loss, and (9) all Indebtedness referred to in clauses (1) through (8) above of another Person secured by (or for which the holder of such debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts, contract rights or inventory) owned by such Person, even though such Person has not assumed or become liable for the payment of such debt; provided that Indebtedness of any Subsidiary of Borrower other than ABE Fairmont shall not be deemed to be Indebtedness of Borrower solely as a result of a non-recourse pledge by Borrower of its Equity Interest in such Subsidiary and/or its intercompany receivables from such Subsidiary in order to secure such Indebtedness, and (10) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product to which such Person is a party, where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, and (11) all payment obligations of such Person to former owners of businesses which were acquired by such Person which are in the nature of deferred purchase price or earn-out. For the purposes of the Agreement, the term “Indebtedness” shall exclude any effects of the application of FASB 150.

          (w) “ Insolvency Proceeding ” means (1) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (2) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each of case (1) and (2) undertaken under federal, state or foreign law, including the Bankruptcy Code.

          (x) “ Lien ” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), reversionary or reclamation interest, charge against or interest in property to secure payment of a debt or performance of an obligation or other priority or preferential arrangement of any kind or nature whatsoever.

          (y) “ Loan Documents ” means this Restated Note, the Control Agreement, the GSB Instruction Letter, the Nebraska Instruction Letter, the Collateral Security Documents and all other documents, agreements and certificates (inclusive of all schedules and exhibits thereto) from time to time entered into or delivered in connection herewith or therewith or pursuant hereto or thereto, all as may be amended, modified and supplemented from time to time.

          (z) “ Material Adverse Effect ” means, relative to any occurrence of whatever nature, a change that has, causes or could reasonably be expect to have or cause a material adverse change to or a materially adverse effect on: (1) the business, assets, revenues, financial condition, operations or prospects of Borrower, or of Borrower and its Subsidiaries, taken as a whole, (2) the ability of Borrower or any of its Subsidiaries to perform any of its payment obligations when due or to perform any other material obligations under any Loan Document or (3) any right, remedy, benefit or collateral in favor of Lender under any Loan Document.

          (aa) “ Maturity Date ” has the meaning set forth in Section 2 .

          (bb) “ Net Cash Proceeds ” means the cash proceeds or, with respect to non-cash transactions, the cash equivalent of the fair market value of any equity or debt issuance, asset disposition or asset condemned or subject to insurance proceeds in each case net of (as applicable) (1) reasonable commissions and expenses actually paid to unrelated third parties in connection with such transaction, (2) taxes actually due from Borrower as a direct result of such transaction and (3) in the case of asset dispositions, commercially reasonable reserves established in respect of post-closing purchase price adjustments and indemnification and other contingent liabilities arising in connection with such asset dispositions.

          (cc) “ Note ” means this Secured Term Loan Note as amended, modified, renewed, extended and/or restated from time to time in accordance with the terms hereof.

          (dd) “ Obligations ” means all loans, advances, debts, liabilities and obligations (including reimbursement obligations), for monetary amounts owing by Borrower to Lender, whether due or to become due, matured or unmatured, liquidated or unliquidated, contingent or non-contingent, of any kind or nature, present or future, arising under or in respect of this Restated Note or any of the other Loan Documents. This term includes all principal, interest (including all interest that accrues after the commencement against Borrower of any Insolvency Proceeding under the Bankruptcy Code), reasonable fees, including any and all arrangement fees, delivery fees, loan fees, commitment fees, agent fees and any and all other reasonable fees, expenses, costs or other sums (including reasonable attorneys fees) chargeable to Borrower under any of the Loan Documents.

          (ee) “ Organizational Documents ” means, relative to any entity, its certificate or articles of incorporation or organization or formation, its by-laws or operating agreements, and all equityholder agreements, voting agreements and similar arrangements applicable to any of its authorized shares of capital stock, its partnership interests or its member interests, and any other arrangements relating to the control or management of any such entity.

          (ff) “ Paid in Full ” and “ Payment in Full ” mean, with respect to the Obligations, all amounts owing with respect thereto (including any interest accruing thereon after the commencement of any Insolvency Proceeding against Borrower, whether or not allowed as a claim against Borrower in such Insolvency Proceeding, but excluding as yet unasserted contingent obligations), have been fully, finally and completely paid in cash.

          (gg) “ Person ” means any natural person, corporation, limited liability company, partnership, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

          (hh) “ Prior Warrant ” means the Warrant to Purchase Units of Borrower, dated October 17, 2007 and numbered No. 1 issued by Borrower to Lender.

          (ii) “ Subsidiary ” of any Person or entity means any Person as to which such other Person or entity (1) directly or indirectly owns, controls or holds 50% or more of the outstanding beneficial interest or (2) is otherwise required in accordance with GAAP to be considered as part of a consolidated organization. Notwithstanding the foregoing, the Heartland Entities shall not be “Subsidiaries” for purposes of this Restated Note or any of the other Loan Documents.

          (jj) “ Tax Distributions ” means any dividend or distribution paid in accordance with Section 11(k) to any holder of membership interests of Borrower to the extent that such funds are distributed to provide cash or other assets to such holder in order to pay such holder’s federal, state and

local income tax liabilities for such year (determined based upon a combined marginal rate of 40%) that is directly attributable to such holder as a direct result of the amount of income and gain (net of allowable deductions, losses and credits) of Borrower.

          (kk) “ Warrant ” means the Warrant to Purchase Units of Borrower, dated as of the date hereof and numbered No. 2 issued by Borrower to Lender.

          (ll) “ Wells Fargo Loan Documents ” means, collectively, (i) that Loan and Trust Agreement dated as of April 1, 2006 (the “ 4/1/06 Loan Agreement ”) among Borrower, County of Fillmore, State of Nebraska, as issuer (“ Issuer ”), and Wells Fargo Bank, N.A., as trustee (“ Trustee ”), as Borrowers obligations and liabilities under the 4/1/06 Loan Agreement have been assigned to and assumed by ABE Fairmont pursuant to that Assignment and Assumption Agreement dated as of November 14, 2006 among Borrower, ABE Fairmont, Issuer and Trustee, (ii) that Promissory Note dated April 27, 2007 among Borrower, issuer and Trustee, (iii) that Subordinate Deed of Trust and Construction Security Agreement by Borrower in favor of Trustee, (iv) that Tax Regulatory Agreement dated as of April 27, 2006 from Borrower and Issuer to Trustee and (v) that Continuing Disclosure Agreement as of dated April 1, 2006 between Borrower and Trustee, together with all amendments, supplements, agreements, documents, exhibits, schedules and certificates contemplated thereby or entered into in connection with any of the foregoing.

     14.  Selected Rights and Remedies Upon Event of Default . Upon the occurrence and during the continuation of any Event of Default, with notice thereof to Borrower ( unless an Event of Default described in clause (5) of the definition of “Event of Default” has occurred, in which case acceleration will occur automatically with respect to the entire indebtedness and without any notice), Lender may declare all or any portion of the indebtedness under any Loan Document to be immediately due and payable. Upon the occurrence and during the continuation of any Event of Default, Lender shall have the immediate right to enforce and realize upon any collateral security (including all or any portion of the Collateral) for the Obligations hereunder in any manner or order that Lender deems expedient without regard to any equitable principles of marshalling or otherwise. Lender shall have and be entitled to all of the rights, remedies, benefits and powers of enforcement with respect hereto that are available to a holder of a negotiable instrument under Article 3 of the Uniform Commercial Code, and any subsequent transferee of Lender shall have and be entitled to all of the rights, remedies, benefits and powers of enforcement with respect hereto that are available to a holder in due course of a negotiable instrument under Article 3 of the Uniform Commercial Code ( provided that such transferee acquired this Restated Note in good faith, for value and without actual notice of a claim or defense hereunder by Borrower). In addition to any rights granted hereunder or in any other Loan Document, Lender shall also have all other rights and remedies permissible under any applicable law (including creditor rights and the rights of a secured party under the Uniform Commercial Code), and all such rights and remedies shall be cumulative in nature.

     15.  Indemnification, Reliance and Assumption of Risk . Without limiting any other indemnification in any Loan Document, Borrower hereby agrees to defend Lender (and its directors, officers, employees, agents, representatives, counsels and Affiliates) (each an “ Indemnitee ”) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, interests, judgments, or costs (including reasonable fees and disbursements of counsel) incurred by any of them arising out of or in any way connected with any Loan Document, except for losses resulting directly from such Person’s own gross negligence or willful misconduct. Expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by an Indemnitee shall be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking from such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to indemnification.

Borrower’s obligations provided for in this Section 15 will survive any termination of this Agreement, and the repayment of the outstanding balances hereunder. Without limiting the generality of the foregoing, Borrower hereby agrees to indemnify, defend and hold harmless each Indemnitee from and against, any and all losses, liabilities, claims, damages (including, without limitation, natural resource damages), interests, judgments, fines, penalties, liens or costs (including reasonable fees and disbursements of counsel and consultants) resulting from or relating to any of the following: (1) the storage, holding, existence, migration, release (as defined by CERCLA), threat of release, disposal, treatment, generation, processing, abatement, handling or transportation of any Hazardous Materials (collectively “ Environmental Activity ”) at, on, under, from or in the vicinity of any property presently or formerly owned, leased or operated by Borrower; and (2) any violation or alleged violation of Environmental Control Statutes by Borrower at any property presently or formerly owned, leased or operated by Borrower; and (3) any investigation, inquiry, notice, order (including consent orders, agreements and decrees), hearing, action, proceeding, demand, directive, fine, penalty, lien or claim instituted, asserted or threatened by any Person in connection with any Environmental Activity or Environmental Control Statute relating to Borrower or any portion of any property presently or formerly owned, leased or operated by Borrower; and (4) any off-site transportation, treatment, storage or disposal or Hazardous Materials generated at or transported from any property presently or formerly owned, leased or operated by Borrower.

     16.  Selected Waivers and Consents by Borrower . Borrower hereby waives diligence, presentment, protest, demand for payment, notice of protest and non-payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, payment, performance, default, acceleration or enforcement of this Restated Note. Borrower, in addition, hereby consents (without the necessity of prior notice) to any extensions of time, renewals, releases of any party hereto or guarantor hereof, waivers and/or modifications in connection herewith that may be granted or consented to by Lender from time to time. Borrower also waives any defenses (other than the defense of full unconditional payment) and rights of discharge to its obligations hereunder that it may have or may hereafter acquire based upon suretyship or impairment of collateral (including lack of attachment or perfection with respect thereto).

     17.  Waivers by Lender and Severability . To be effective, any waiver by Lender must be expressed in a writing executed by Lender. If Lender waives any term, right or remedy arising hereunder or under any applicable law, then such waiver will not be deemed to be a waiver (1) upon any later occurrence or recurrence of any events giving rise to the earlier waiver or (2) as to any other Person. No failure or delay by Lender to insist upon the strict performance of any Loan Document, or to exercise any right or remedy, will constitute a waiver of compliance with any term, condition, covenant or agreement, or preclude Lender from exercising any right, power, or remedy at any later time or times. By accepting payment after the due date of any amount payable under any Loan Document, Lender will not be deemed to waive the right either to require prompt payment when due of all other amounts payable under any Loan Document or to declare an Event of Default for failure to effect such prompt payment of any such other amount. If fulfillment of any provision hereof at the time performance is due involves transcending the limit of validity prescribed by applicable law, then ( ipso facto ) the obligation to be fulfilled shall be reduced to the limit of such validity. If any clause or provision hereof operates or would prospectively operate to invalidate this Restated Note in whole or in part, then such clause or provision only shall be void (as though not contained herein), and the remainder of this Restated Note shall remain operative and in full force and effect; provided , however , if any such clause or provision pertains to the repayment of any indebtedness hereunder, then the occurrence of any such invalidity shall constitute an immediate Event of Default hereunder.

     18.  Reinstatement . To the maximum extent not prohibited by applicable law, this Restated Note (and the Obligations hereunder and Collateral therefor) will be automatically reinstated and the indebtedness correspondingly increased (as though such payments had not been made) if at any time any amount received by Lender in respect hereof is rescinded or must otherwise be restored, refunded or returned by Lender to Borrower or other Person for any reason, including (a) as a result of the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or (b) as a result of the appointment of any receiver, intervenor, conservator, trustee or similar official for any Person or for any part of the assets of any Person.

     19.  Assignability . Borrower shall not assign or delegate any of its obligations, duties, rights or benefits hereunder or under any other Loan Document without the prior written consent of Lender. Lender (and its successors or assigns), at any time and from time to time, may assign, transfer, participate, syndicate, delegate and/or pledge all or any part of its obligations, duties, rights and benefits under this Restated Note and the other Loan Documents without the consent of Borrower.

     20.  Conflicts Among Loan Documents . In the event of any irreconcilable conflict between the terms and conditions of this Restated Note and the terms and conditions of any other Loan Document, then the terms and conditions of this Restated Note shall govern.

     21.  Relationship with Prior Agreements . This Restated Note, together with the other Loan Documents and the Warrant and that side letter agreement dated August 20, 2009 between Borrower and Lender, completely and fully supersedes all oral agreements and all other and prior written agreements by and among Borrower and Lender concerning the terms and conditions of this credit arrangement.

     22.  Severability . If fulfillment of any provision of or any transaction related to any Loan Document at the time performance is due involves transcending the limit of validity prescribed by applicable law, then ipso facto , the obligation to be fulfilled shall be reduced to the limit of such validity. If any clause or provision of this Agreement operates or would prospectively operate to invalidate this Agreement or any other Loan Document in whole or in part, then such clause or provision only shall be void (as though not contained herein or therein), and the remainder of this Agreement or such other Loan Document shall remain operative and in full force and effect; provided , however , if any such clause or provision pertains to the repayment of any indebtedness hereunder, then the occurrence of any such invalidity shall constitute an immediate Event of Default hereunder.

     23.  No Fiduciary Relationship . No provision in the Loan Documents and no course of dealing between the parties shall be deemed to create any fiduciary duty owing to Borrower or any of its Affiliates by Lender and Lender shall not be deemed to be a partner, joint venturer or co-venturer with Borrower by reason of this Agreement or the transaction contemplated hereunder.

     24.  Secured Note. The full amount of this Restated Note is secured by the Collateral identified and described as security therefor in the Collateral Security Documents and the other Loan Documents.

     25.  Notices . Any notice or other communication required or permitted in connection with the Loan Documents will be deemed satisfactorily given if it is in writing and is delivered either personally to the addressee thereof, or by prepaid registered or certified U.S. mail (return receipt requested), or by a nationally recognized commercial courier service with next-day delivery charges prepaid, or by facsimile (voice confirmed), or by any other reasonable means of personal delivery to the party entitled thereto at its respective address set forth below:

Any party to a Loan Document may change its address or other contact information for notice purposes by giving notice thereof to the other parties to such Loan Document in accordance with this Section 25 , provided that such change shall not be effective until 2 calendar days after notice of such change. All such notices and other communications will be deemed given and effective (a) if by mail, then upon actual receipt or 5 calendar days after mailing as provided above (whichever is earlier), or (b) if by facsimile, then upon successful transmittal to such party’s designated number, or (c) if by nationally recognized commercial courier service, then upon actual receipt or 2 Business Days after delivery to the courier service (whichever is earlier), or (d) if otherwise delivered, then upon actual receipt.

     26.  Jurisdictional and Related Consents . Any litigation in any way related to this Restated Note, or any course of conduct, course of dealing, statements (whether verbal or written), actions or inactions of Lender or Borrower may be brought and maintained, on a non-exclusive basis, in the courts of the State of New York or in the United States District Court for the Southern District of New York; provided , however , that any suit seeking enforcement hereof against Borrower or any property may also be brought (at Lender’s option) in the courts of any other jurisdiction where such property may be found or where Borrower may be subject to personal jurisdiction. Borrower hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of New York and of the United States District Court for the Southern District of New York for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. Borrower further irrevocably consents to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside the State of New York. Borrower hereby expressly and irrevocably waives (to the fullest extent permitted by law) any objection that it at any time may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.

     27.  Jury Trial Waiver . Lender and Borrower each hereby knowingly, voluntarily and intentionally waives any rights it may have to a trial by jury in respect of any litigation (whether as claim, counter-claim, affirmative defense or otherwise) in any way related to this Restated Note or any of the Loan Documents or any course of conduct, course of dealing, statements (whether verbal or written), actions or inactions of Lender or Borrower.

     28.  Governing Law and Binding Effect . This Restated Note and the other Loan Documents are binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Restated Note and the other Loan Documents are governed as to their validity, interpretation, construction and effect by the laws of the State of New York (without giving effect to the conflicts of law rules of such state).

[ Balance of Page Intentionally Blank      Signatures on Next Page ]

      IN WITNESS WHEREOF , Borrower has executed this Amended and Restated Secured Term Loan Note on the day and year first written above.

AMENDED AND RESTATED SECURED TERM LOAN NOTE SIGNATURE PAGE

Exhibit A

GSB Instruction Letter

[ABE LETTERHEAD]

[                      ], 2009

     Reference is made to the 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 Advanced BioEnergy, LLC (“ABE”) and for the benefit of WestLB AG, New York Branch, which expires of March 31, 2010 (the “GSB Letter of Credit”).

     ABE’s reimbursement obligation under the GSB Letter of Credit is secured by cash collateral in the amount of $2,500,000 plus accrued interest (the “GSB Letter of Credit Cash Collateral”) in a deposit account with GSB (the “GSB Deposit Account”).

     ABE hereby requests and directs GSB, and by signing below hereto GSB acknowledges and agrees, GSB shall remit any and all GSB Letter of Credit Cash Collateral from time to time released by GSB from the GSB Deposit Account, whether upon expiration of the GSB Letter of Credit or otherwise, to ABE by wire transfer to ABE’s blocked account (account number 1-523-0777-2839) maintained at U.S. Bank, N.A. according to the following wire instructions:

     GSB shall not disburse the GSB Letter of Credit Cash Collateral to any account or person or entity other than to ABE at the Blocked Account in accordance with the above instructions without the prior written consent of PJC Capital LLC, as the holder of secured debt obligations of ABE and a beneficiary of these payment instructions.

Agreed and Acknowledged :

GENEVA STATE BANK

By:
		Name:
		Title:

Exhibit B

Nebraska Instruction Letter

[ABE LETTERHEAD]

[                      ], 2009

     Reference is made to the Nebraska Advantage Act Project Agreement dated as of August 13, 2007 between Advanced BioEnergy, LLC (“ABE”) and the State of Nebraska, by and through its Tax Commissioner (the “NAA Agreement”).

     Pursuant to the NAA Agreement, ABE 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”).

     ABE hereby requests and directs the Nebraska DOR to remit any and all NAA Payments made from time to time to ABE by wire transfer to ABE’s account (account number 1-523-0777-2839) maintained at U.S. Bank, N.A. according to the following wire instructions:

Exhibit C

ABE Fairmont Instruction Letter

[ABE LETTERHEAD]

[                      ], 2009

     Reference is made to the Master Loan Agreement dated as of November 20, 2006 between Farm Credit Services of America, FLCA and ABE Fairmont, LLC (“ABE Fairmont”) as amended by an Amendment dated on or about October 5, 2007 and an amendment dated as of December 24, 2008, and as further supplemented (the “11/20/06 MLA”) and to the Amended and Restated Secured Term Loan Note dated as of [                      ], 2009 in the original principal amount of $[                      ] (the “Restated Note”), made by Advanced BioEnergy, LLC (“ABE”) in favor of PJC Capital LLC (“PJC”).

     If “net profit” (as defined in Section 10(K) of the 11/20/06 MLA) is a positive number, and so long as such distribution is permitted by the CoBank Loan Documents (as defined in the Restated Note), the Restated Note provides that ABE shall cause ABE Fairmont to pay 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 (as defined in the Restated Note) directly to PJC, as the holder of the Restated Note and a beneficiary of these payment instructions.

     ABE hereby requests and directs ABE Fairmont, and by signing below hereto ABE Fairmont acknowledges and agrees, ABE Fairmont shall remit any and all ABE Fairmont Distributions from time to time to PJC by wire transfer to PJC’s account (account number 1-523-0777-2839) maintained at U.S. Bank, N.A. (the “PJC Account”) according to the following wire instructions:

     ABE Fairmont shall not disburse any ABE Fairmont Distribution to any account or person or entity other than to PJC at the PJC Account in accordance with the above instructions without the prior written consent of PJC.

Agreed and Acknowledged :

ABE FAIRMONT, LLC

By:
		Name:
		Title:

Exhibit 4.2

Execution Version

THIS WARRANT HAS BEEN, AND THE UNITS WHICH MAY BE RECEIVED PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR SUCH UNITS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.

No. 2		August 28, 2009

WARRANT TO PURCHASE UNITS OF ADVANCED BIOENERGY, LLC

     This Warrant to Purchase Units (this “ Warrant ”) certifies that, for good and valuable consideration, PJC CAPITAL LLC , a Delaware limited liability company (along with its permitted assignees, the “ Holder ” ) is entitled to purchase from ADVANCED BIOENERGY, LLC , a Delaware limited liability company (the “ Company ” ), SEVEN HUNDRED FORTY-TWO THOUSAND FIVE HUNDRED NINETY-EIGHT (742,598) fully paid and nonassessable Units (as defined in the Company’s Third Amended and Restated Operating Agreement dated February 1, 2006 (the “LLC Agreement” )) (the “Units” ) of the Company, as adjusted pursuant to Section 3 hereof (the “Warrant Units ” ), at an exercise price per Unit equal to $1.50 (as adjusted pursuant to Section 3 hereof) (the “Exercise Price” ), subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant is issued in connection with the Amended and Restated Secured Term Loan Note made by the Company in favor of the initial Holder dated as of the date hereof (the “ Note ”). Unless otherwise defined in this Warrant, capitalized terms defined in the Note are used in this Warrant as defined in the Note.

     This Warrant replaces and is being delivered in exchange for the Warrant to Purchase Units of Advanced BioEnergy, LLC, dated October 17, 2007 and numbered No. 1 issued by the Company to the Holder (the “Prior Warrant” ), and as of the date hereof the Prior Warrant shall be terminated and have no further force and effect. The Holder shall surrender the Prior Warrant in exchange for this Warrant.

1. Exercise; Payment.

      (a)  Exercise Period . This Warrant may be exercised in whole or part by the Holder during the term (as set forth in Section 11 ) and in compliance with the provisions of this Warrant at any time after the date of issuance set forth above (the “Warrant Date” ), by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A (the “Notice of Exercise” ) duly executed) at the principal office of the Company. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Units, deliver to the Holder a new Warrant evidencing the rights of the

Holder to purchase the unpurchased Warrant Units, which new Warrant shall in all other respects be identical with this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.

      (b)  Cash Exercise . Upon exercise of this Warrant, the Holder shall pay the Company an amount equal to the product of (x) the Exercise Price multiplied by (y) the total number of Warrant Units purchased pursuant to the Exercise of this Warrant, by wire transfer or check payable to the order of the Company. The Holder shall be deemed to have become the holder of record of, and shall be treated for all purposes as the record holder of, the Warrant Units represented by such exercise (and such Warrant Units shall be deemed to have been issued) immediately prior to the close of business on the date upon which this Warrant is exercised.

      (c)  Net Exercise . The Exercise Price also may be paid at the Holder’s election by surrender of all or a portion of the Warrant for Units to be exercised under this Warrant ( “Net Exercise” ). If the Holder elects the Net Exercise method, the Company will issue Warrant Units in accordance with the following formula:

X = Y(A-B)

           A

          Where:

	X =		the number of Warrant Units to be issued upon exercise of the Warrant
	Y =		the number of Warrant Units requested to be exercised
	A =		the fair market value of 1 Unit on the date of exercise of this Warrant
	B =		the Exercise Price

     For purposes of the above calculation, the fair market value of a Unit shall mean:

           (i) if at any time the Units are not listed on any securities exchange or traded in the over-the-counter market, the fair market value of the Units shall be the highest price per Unit which the Company could obtain from a willing buyer (other than an employee, director or “Affiliate” of the Company, as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “ Securities Act ”) for Units sold by the Company, as determined in good faith by its Directors (as defined in the LLC Agreement);

           (ii) if the exercise is in connection with the conversion of the Units to common stock of the Company ( “Common Stock”) in order to facilitate a public offering of such Common Stock, and if the Company’s Registration Statement relating to such initial public offering has been declared effective by the SEC, then the fair market value per Unit shall be the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the

offering, giving effect to the conversion mechanism with respect to such conversion of the Units to Common Stock;

           (iii) if the exercise is not in connection with a public offering, and:

                (A)  if the Units (or the Common Stock, if the Units have been converted to Common Stock) are traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a 5 day period ending 3 days before the day the fair market value of the Units or the Common Stock, as applicable, is being determined; or

                (B)  if the Units (or the Common Stock, if the Units have been converted to Common Stock) are traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the principal market on which or through which the Units or the Common Stock, as applicable, are traded over the 5 day period ending 3 days before the day the fair market value of the Units or the Common Stock, as applicable, is being determined;

           (iv) if property or securities in addition to or in substitution for Units shall be issuable upon exercise of the Warrant, the fair market value of such property (to the extent such property does not include a security which is listed on any securities exchange or traded in the over-the-counter market, in which fair market value shall be calculated as provided in Section 1(c)(i) — (iii) above) shall be determined in good faith by the Company’s Directors (as defined in the LLC Agreement).

      (d)  Exercise Prior to Expiration . To the extent this Warrant has not been previously exercised as to any Warrant Units issuable hereunder, and if the fair market value of one Warrant Unit immediately before expiration of the Warrant is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to the Net Exercise provisions in Section 1(c) (even if not surrendered) immediately before its expiration. In such event, the fair market value of one Warrant Unit shall be determined pursuant to Section 1(c) . To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 1(d) , the Company agrees to promptly notify the Holder of the number of Units, if any, and any other property, which the Holder is entitled to receive by reason of such automatic exercise.

      (e)  Unit Certificates . In the event of the exercise of this Warrant, certificates for the Warrant Units so purchased shall be delivered to the Holder within a reasonable time after exercise, to the extent that the Units are certificated.

2. Units Fully Paid; Reservation of Units. All of the Units issuable upon the exercise of this Warrant, upon issuance and receipt by the Company of the Exercise Price therefor (or upon Net Exercise thereof, as provided in Section 1(c) ), shall be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges with respect to the issuance thereof. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance a sufficient number of Units to provide for the exercise of this Warrant.

3. Adjustment of Exercise Price and Number of Units. The number and kind of Warrant Units purchasable upon the exercise of this Warrant and the Exercise Price payable therefor shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

      (a)  Unit Distributions, Subdivisions, Combinations . If the Company shall (i) make a distribution in respect of the Units in additional Units (or securities convertible into, exchangeable for or otherwise entitling the registered holder to receive Units), (ii) subdivide the outstanding Units into a greater number of Units or (iii) combine the outstanding Units into a smaller number of Units, the number of Units purchasable upon exercise of this Warrant immediately prior to the record date applicable to such event shall be adjusted so that the Holder shall thereafter be entitled to receive that kind and number of Units or other securities of the Company that the Holder would have owned or have been entitled to receive after the happening of any of the events described above, had the Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. The Exercise Price per Warrant Unit purchasable upon exercise of any Warrant shall be subject to adjustment from time to time such that upon each adjustment of the number of Warrant Units purchasable pursuant to this Section 3(a) , the Exercise Price shall be reduced or increased, as the case may be, to a price determined by dividing the aggregate Exercise Price of all Warrant Units in effect prior to such adjustment by the total maximum number of Warrant Units purchasable upon the exercise of all Warrants immediately after such adjustment.

      (b)  Reorganization or Reclassification . In case of any capital reorganization or reclassification of the equity interests of the Company, or the conversion of the Company into a corporation (whether pursuant to a merger, consolidation, statutory conversion or otherwise), each Warrant shall thereafter be exercisable from the number of Units or other securities or property receivable upon such capital reorganization, reclassification or conversion, as the case may be, by a holder of the number of Units into which the Warrant was exercisable immediately prior to such capital reorganization, reclassification or conversion; and, in any such case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder of the Warrant to the end that the provisions set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of the Warrant.

      (c)  Issuance of Securities Under Certain Circumstances .

           (i) If the Company shall issue or sell (or, in accordance with clause (ii) below, shall be deemed to have issued or sold) any Units (other than Excluded Units, as defined below) without consideration or for a consideration per unit that is less than the Exercise Price in effect immediately prior to such issuance or sale, as adjusted for any unit splits, combinations, unit dividends or similar transactions after the date hereof, then, effective immediately upon such issuance or sale, (a) this Warrant shall immediately become exercisable for such additional Warrant Units as are necessary to maintain the percentage ownership interest in the Company’s Units (calculated on an as-converted, fully diluted basis assuming the issuance of all outstanding options and warrants other than this Warrant) held by the Holder immediately prior to such issuance and (b) the Exercise Price in effect immediately prior to such issuance or sale shall be reduced, concurrently with such issuance or sale, to the consideration per Unit received by the

Company for such issuance, sale or deemed issuance of such additional Units; provided that if such issuance, sale or deemed issuance was without consideration, then the Company shall be deemed to have received an aggregate of $0.01 of consideration for all such additional Units issued, sold or deemed to be issued. Adjustments shall be made successively whenever such an issuance or sale is made.

           (ii) For the purpose of determining the adjusted Exercise Price under Section 3(c) , the following shall be applicable:

                (A)  If the Company in any manner issues or grants any Option Rights or Convertible Securities (each as defined below) and the price per unit for which Units are issuable upon the exercise of such Option Rights or upon conversion or exchange of such Convertible Securities is less than the Exercise Price, then the total maximum number of Units issuable upon the exercise of such Option Rights or upon conversion or exchange of the total maximum amount of such Convertible Securities (or any Convertible Securities issuable upon the exercise of such Option Rights) shall be deemed to be outstanding and to have been issued and sold by the Company for such lesser price per unit. For purposes of this paragraph, the price per unit for which a Unit is issuable upon exercise of Option Rights or upon conversion or exchange of Convertible Securities (or any Convertible Securities issuable upon exercise of Option Rights) shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issuing or granting of such Option Rights or Convertible Securities, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Option Rights or the exchange or conversion of all such Convertible Securities (plus in the case of such Option Rights which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof) by (y) the total maximum number of Units issuable upon exercise of such Option Rights or Convertible Securities (or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Rights).

                (B)  If the purchase price provided for in any Option Rights, the additional consideration, if any, payable upon the issuance, conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Units decreases at any time, then the number of Warrant Units issuable upon the exercise of this Warrant and the Exercise Price (each as in effect at the time of such decrease) shall be readjusted to number of Warrant Units and the Exercise Price which would have been in effect at such time had such Option Rights or Convertible Securities still outstanding provided for such decreased purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

                (C)  If any Units, Option Rights or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, then the consideration received therefor shall be deemed to be the gross amount received by the Company therefor. If any Units, Option Rights or Convertible Securities are issued or sold for consideration other than cash, then the amount of consideration received by the Company shall be the fair value of such consideration determined in good faith by the Directors of the Company.

           (iii) For purposes of this Section 3(c) :

                (A)  “Convertible Securities” means any securities or other obligations issued or issuable by the Company or any other Person that are exchangeable for, or convertible into, (i) any Units or (ii) any securities exchangeable for, or convertible into, any Units.

                (B)  “Excluded Units” means, collectively, (i) Units or Option Rights issued in any of the transactions described in Sections 3(a) or 3(b) , (ii) Units issued or issuable to officers, directors or employees of, or consultants to, the Company pursuant to equity incentive plans or agreements on terms approved by the Directors of the Company in an amount not to exceed 742,598 Units in the aggregate during the term of this Warrant, (iii) Units issued after the date hereof upon the exercise of other Option Rights or the exchange or conversion of Convertible Securities in each case outstanding on the date hereof and (iv) the issuance of this Warrant or any Warrant Units pursuant to this Warrant.

                (C)  “Option Rights” means any warrants, options or other rights to subscribe for or purchase, or obligations to issue, any Units, or any Convertible Securities, including, without limitation, any options or similar rights issued or issuable under any employee equity incentive plan, pension plan or other employee benefit plan of the Company.

      (d)  Notice of Certain Transactions . In the event that the Company shall propose at any time to effect any action of the type described in Sections 3(a), (b) or (c) , or any right to subscribe for or purchase any evidences of its indebtedness, any units or capital stock of any class or any other securities or property, or to receive any other right, or take any similar extraordinary action affecting the Company’s Units or equity capital (including but not limited to the transfer of substantially all of the Company’s assets), then, in connection with each such event, the Company shall send notice thereof to all Holders no later than 10 days after the earlier to occur of (i) the date on which such event became effective or (ii) the record date for such event, in each case specifying in reasonable detail what the transaction or event consists of and, if applicable, the aggregate amount or value of any cash or property distributed, paid, purchased or received by the Company in connection therewith.

4. Investment Representations of Holder; Transfer of Warrant and Warrant Units.

      (a)  Holder represents and warrants to the Company that: (i) it is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act; and (ii) it has the ability to bear the economic risks of such Holder’s prospective investment, including a complete loss of Holder’s investment in the Warrants and the Warrant Units; and (iii) the Warrants and the Warrant Units are purchased for the Holder’s own account, and not with view to distribution of either the Warrants or any securities purchasable upon exercise thereof; provided however that the Holder may transfer the Warrant and any Warrant Units to any Affiliate of the Holder.

      (b)  This Warrant and the Warrant Units may only be Transferred (as defined in the LLC Agreement) in compliance with federal and state securities laws. At the time of the surrender of this Warrant in connection with any Transfer of this Warrant or the Transfer of the Warrant Units (except to an Affiliate), the Company may require, as a condition of allowing such

Transfer (i) that the Holder or transferee of this Warrant or the Warrant Units, as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such Transfer may be made without registration under the Securities Act or qualification under any state securities laws and/or (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form of Exhibit B hereto and the transfer application used by the Company, a form of which has previously been provided to the Holder. Transfer of this Warrant and all rights hereunder, in whole or in part, in accordance with the foregoing provisions, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company or the office or agency designated by the Company, together with a written assignment of this Warrant substantially in the form of Exhibit C hereto duly executed by the Holder or its attorney-in-fact. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified in such instrument of assignment, and shall issue to the Holder a new warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall be deemed cancelled.

      (c)  Subject to the requirements of Section 4(b) of this Warrant and Section 9.2 of the LLC Agreement, the Holder shall be entitled to Transfer all or any portion of the Warrant Units to any Person, whether or not such Person is an Affiliate of the Holder, provided that notwithstanding the provisions of Section 9.2(b)(i) of the LLC Agreement, a Transfer to any Person that would otherwise require the consent of the Directors in writing under such section, shall be subject to the consent of a majority of the Directors (as defined in the LLC Agreement), such consent not to be unreasonably withheld, delayed or conditioned.

5. Legend.

      (a)  Each certificate evidencing the Warrant Units issued upon exercise of this Warrant shall be stamped or imprinted with a legend substantially in the following form:

THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY.

THE UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE REGISTRATION OR EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAW.

      (b) Removal of Legend and Transfer Restrictions. Any legend endorsed on a certificate pursuant to this Section 5 shall be removed, and the Company shall issue a certificate without such legend to the holder of such Warrant Units if (i) such Warrant Units are resold pursuant to an effective registration statement under the Securities Act, (ii) if such holder satisfies the requirements of Rule 144(k) under the Securities Act or (iii) if such holder provides the Company with an opinion of counsel for such holder of the Warrant Units, in form and substance reasonably satisfactory to the Company, to the effect that a sale, transfer or assignment of such Warrant Units may be made without registration and that upon such sale, transfer or assignment such Warrant Units will not be deemed “restricted securities,” as such term is defined in Rule 144 under the Securities Act.

6. Fractional Units. No fractional Warrant Units will be issued in connection with any exercise of this Warrant, but in lieu of such fractional Units the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect.

7. Rights as a Member. Except as set forth in Section 3 , the Holder shall not be entitled to vote, or receive dividends or distributions, or be deemed a holder of Units or a member of the Company, nor shall anything contained herein be construed to confer upon the Holder any of the rights of a member of the Company or any right to vote for the election of directors or upon any matter submitted to members at any meeting thereof, or to give or withhold consent to any action with respect to the Warrant Units, until this Warrant shall have been exercised and the Warrant Units purchasable upon the exercise of this Warrant shall have become deliverable, as provided in Section 1(b) . Upon exercise of this Warrant, the Holder shall automatically be deemed to be a Member (as defined in the LLC Agreement) of the Company with all rights of a Member, including the Membership Voting Interest (as defined in the LLC Agreement), without any further approval of the members, directors, officers or managers of the Company required; provided that the Holder shall execute such documents as are reasonably requested by the Company to document the Holder’s agreement to be bound by the terms and provisions of the LLC Agreement and evidence of the authority of the Holder to execute and deliver such agreement to be so bound.

8. Information Rights . At all times when Holder is holding this Warrant (whether or not exercised in part) or any Warrant Units, and if not already delivered pursuant to another agreement, the Company will deliver to the Holder the financial statements delivered to the Members of the Company pursuant to the LLC Agreement, including, without limitation, Section 7.3 thereof.

9. Registration Rights; Resales Under Rule 144.

      (a)  Registration Rights . If the Company at any time converts into a corporation, and the Company, as converted, proposes to register any Common Stock solely for cash pursuant to a registration statement under the Securities Act, other than a registration solely for the sale of securities to participants in a Company stock or other incentive plan or in connection with a transaction under Rule 145 promulgated under the Securities Act, the Company shall use its best efforts to cause to be registered for resale under the Securities Act all of the Common Stock that the Holder has requested to be registered on such registration statement.

      (b)  Compliance with Rule 144(c) . If the Holder proposes to sell Common Stock, the Warrant or any Warrant Units in compliance with Rule 144 under the Securities Act, then, upon Holder’s written request the Company shall furnish to the Holder, within 3 days after receipt of such request, a written statement confirming the Company’s compliance with the “Current Public Information” requirements of Rule 144(c), as such Rule may be amended from time to time.

10. Parallel Rights; No Impairment . The Holder shall be entitled, but not required, to become a signatory to and entitled to the benefits of, any investor rights agreement to the extent any such agreement is entered into on or after the Warrant Date until the consummation of a Change of Control (as defined in the Note), including any such agreement entered into in connection with a Change of Control. The Company shall not, by amendment of its certificate of formation or the LLC Agreement or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Warrant against impairment.

11. Term of Warrant; Early Termination.

      (a)  This Warrant shall become exercisable on the Warrant Date and shall no longer be exercisable as of 5:00 p.m., Central Time, on October 1, 2014 (the “ Exercise Period ”).

      (b)  Notwithstanding Section 11(a) , in the case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding securities as to which Warrants may then be exercised and other than a merger solely to change the jurisdiction of organization of the Company) or any sale, transfer or lease of all or substantially all of the assets of the Company to any Person, in each case during the Exercise Period, the Company shall provide the Holder with written notice of such proposed transaction, in reasonable detail, no less than 10 days prior to the consummation thereof, and this Warrant shall terminate upon the consummation of such transaction unless exercised prior to such consummation.

12. Registry of Warrants .

     The Company shall maintain a registry showing the name and address of the registered holder of this Warrant. Holder’s initial address, for purposes of such registry, is set forth below Holder’s signature on this Warrant. Holder may change such address by giving written notice of such changed address to the Company.

13. Miscellaneous.

      (a)  This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without giving effect to principles of conflicts of laws.

      (b)  The Company shall pay all expenses (including attorneys fees and expenses) in connection with, and all taxes and other governmental charges that may be imposed in respect of,

the issue or delivery of any Warrant Units issuable upon the exercise of any Warrant (excluding any applicable income taxes payable by the Holder); provided that the Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issue of Warrant Units in any name other than that of the Holder.

      (c)  The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.

      (d)  The terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or assigns of the Company and of the Holder and of the Warrant Units issued or issuable upon the exercise hereof.

      (e)  Any notice provided for or permitted under this Warrant shall be treated as having been given (i) upon receipt, when delivered personally, (ii) one day after sending, when sent by commercial overnight courier with written verification of receipt, (iii) upon confirmed transmission when sent via facsimile on a business day prior to 5:00 pm (Central Time) or, if sent after 5:00 pm (Central Time), the next business day after confirmed transmission, or (iv) three business days after deposit with the United States Postal Service, when mailed postage prepaid by certified or registered mail, return receipt requested, addressed at such address or facsimile number as set forth on the signature page below, or at such other place of which the other party has been notified in accordance with the provisions of this Section 13(e) .

      (f)  This Warrant, together with that side letter agreement dated August 20, 2009 between the Company and Holder, constitutes the full and entire understanding and agreement between the parties with regard to the matters contained herein.

      (g)  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company at the Holder’s expense will execute and deliver to the holder of record, in lieu thereof, a new Warrant of like date and tenor.

      (h)  This Warrant and any provision hereof may be amended, waived or terminated only by an instrument in writing signed by the Company and the Holder.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer, all as of the day and year first above written.

     COMPANY:

		ADVANCED BIOENERGY, LLC
		a Delaware limited liability company
		By:		/s/ Richard Peterson
		Name:		Richard Peterson
		Title:		President, Chief Executive Officer, Chief Financial Officer and Vice President of Accounting and Finance

		Notice Address:		10201 Wayzata Blvd., Suite 250
				Minneapolis, MN 55305
				Attn: Richard Peterson
				Facsimile: (763) 226-2728

WARRANTHOLDER:		PJC CAPITAL LLC,
		a Delaware limited liability company
		By:		/s/ Robert P. Rinek
				Robert P. Rinek
				Co-President and Co-Chief Operating Officer

WARRANT TO PURCHASE UNITS OF ADVANCED BIOENERGY, LLC SIGNATURE PAGE

EXHIBIT A

NOTICE OF EXERCISE

TO:

1. Cash Exercise . The undersigned hereby elects to purchase                      Units ( “Units” ), of ADVANCED BIOENERGY, LLC, a Delaware limited liability company (the “Company” ) pursuant to the terms of Section 1(b) of the Warrant to Purchase Units dated August 28, 2009, (the “Warrant” ), and tenders herewith payment of the Exercise Price (as such term is defined in the Warrant) therefor.

2. Net Exercise . The undersigned hereby elects to effect a Net Exercise for                      Units pursuant to Section 1(c) of the Warrant.

Please issue a certificate or certificates representing said                      Units in the name of the undersigned or in such other name as is specified below:

		Name:
		Address:

     The undersigned hereby represents and warrants that the aforesaid Units are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares.

		By:
		Name:
		Title:
		Date:

EXHIBIT B

FORM OF INVESTMENT REPRESENTATION LETTER

In connection with the acquisition of [warrants (the “ Warrants ”) to purchase                      Units of ADVANCED BIOENERGY, LLC (the “ Company ”)] [Units of ADVANCED BIOENERGY, LLC (the “ Company ”)] (the “ Units ”), by                      (the “ Holder ”) from                      , the Holder hereby represents and warrants to the Company as follows:

The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of an investment in the Warrants and the Units issuable upon the exercise thereof (collectively, the “ Securities ”); and, has the ability to bear the economic risks of such Holder’s investment, including a complete loss of the Holder’s investment in Securities.

The Holder, by acceptance of the [Warrants/Units], represents to the Company that the Warrants and all securities acquired upon any and all exercises of the Warrants are purchased for the Holder’s own account, and not with view to distribution of either the Warrants or any securities purchasable upon exercise thereof in violation of applicable securities laws.

The Holder acknowledges that (i) the Securities have not been registered under the Act, (ii) the certificate(s) representing the Securities shall bear a legend as set forth in the Warrant Agreement until such Securities shall have been registered for resale by the Holder under the Act that has been declared effective by the SEC; or (ii) in the opinion of counsel in form and substance reasonably satisfactory to the Company, such Securities may be sold without registration under the Act.

IN WITNESS WHEREOF, the Holder has caused this Investment Representation Letter to be executed in its corporate name by its duly authorized officer this [___] day of [                      ], 20[___].

[Name]

By:
		Name:
		Title:

EXHIBIT C

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned owner of this Warrant for the purchase of Units of ADVANCED BIOENERGY, LLC, a Delaware limited liability company (the “Company” ) hereby sells, assigns and transfers unto the assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of Units set forth below:

                                                                                             

                                                                                           

                                                                                          
(Name and Address of Assignee)

                                                                                          
(Number of Units)

and does hereby irrevocably constitute and appoint                                           attorney-in-fact to register such transfer on the books of the Company, maintained for the purpose, with full power of substitution in the premises.

Dated:                                                               

[Name]

By:
		Name:
		Title:

Exhibit 4.3

Voting Agreement

      This Voting Agreement (this “ Agreement ”) is made and entered into as of this 28 ^th day of August, 2009, by and among Advanced BioEnergy, LLC, a Delaware limited liability company (the “ Company ”), Hawkeye Energy Holdings, LLC, a Delaware limited liability company (“ Hawkeye ”), Ethanol Investment Partners, LLC, a Delaware limited liability company (“ Partners ” and each of Hawkeye and Partners, an “ Investor ”), South Dakota Wheat Growers Association, a South Dakota cooperative (“ SDWG ”), and each of the undersigned directors (the “ Directors ”) of the Company. The Company, Hawkeye, Partners, SDWG and Directors are collectively referred to herein as the “ Parties .” Hawkeye, Partners, SDWG and Directors are collectively referred to herein as the “ Members .”

Background

     A. On the date hereof, the Company and Hawkeye entered into that certain Subscription Agreement (the “ Subscription Agreement ”) and a related letter agreement (the “ Subscription Letter Agreement ” and together with the Subscription Agreement and the Registration Rights Agreement, the “ Subscription Documents ”) providing for the issuance and sale of membership units of the Company (“ Units ”) to Hawkeye (the 2,200,000 Units issued to Hawkeye on the date hereof, the “ Hawkeye Units ”). Capitalized terms used herein but not otherwise defined have the meaning given to them in the Subscription Documents.

     B. Prior to the date hereof, Partners, together with Tennessee Ethanol Partners, LP, its Affiliate, acquired 3,250,000 Units (the “ Partners Units ”). Partners currently has rights pursuant to that certain Voting Agreement (the “ Prior Partners Voting Agreement ”) between the Company, Partners and certain of the Directors and Officers, dated as of May 4, 2007, and the Parties desire to amend and restate the Prior Partners Voting Agreement in its entirety pursuant to this Agreement.

     C. In connection with the Subscription Documents, two representatives of Hawkeye were appointed to the board of directors of the Company (the “ Board ”), and prior to the date hereof one representative of Ethanol Capital Management, LLC designated by Partners was elected to the Board.

     D. The Parties desire to cause, in accordance with the terms of this Agreement, two representatives of Hawkeye (the “ Hawkeye Board Members ”), two representatives of Ethanol Capital Management, LLC designated by Partners (the “ Partners Board Members ”) and the Chief Executive Officer of the Company (the “ CEO Board Member ”) to be nominated and elected as members of the Board.

Agreement

     NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the Parties agree as follows:

1. VOTING AGREEMENT

     1.1 Board of Directors .

     (a) At each meeting of the Company’s members at which the Board position held by any of the Hawkeye Board Members, the Partners Board Members or the CEO Board Member is up for election, each of the Parties will, as applicable:

     (i) nominate for election to the Board each of the Hawkeye Board Members, each of the Partners Board Members and the CEO Board Member (each of such respective nominees, a “ Designee ”);

     (ii) recommend to the members (or other security holders) of the Company at any meeting of the members (or other security holders) at which directors are elected the election of each of the Designees;

     (iii) vote (or act by written consent) all Units (or other voting equity securities of the Company) they beneficially own, hold of record or otherwise control at any time, in person or by proxy, to elect each of the Designees to the Board;

     (iv) not take any action that would result in (and take any action necessary to prevent) the removal of any of the Designees from the Board or the increase in the size of the Board to more than nine members without the consent of the Hawkeye. Partners and CEO Board Members; and

     (v) not grant a proxy with respect to any Units that is inconsistent with his, her or its obligations under this Agreement.

     (b) With respect to the second Partners Board Member, who is not a member of the Board as of the date of this Agreement, each of the Parties will have the obligations set forth in Section 1.1(a) from and after the earlier of (i) such time as a vacancy exists on the Board (after the appointment of both of the Hawkeye Board Members) or (ii) the 2010 meeting of the members of the Company.

     1.2 Termination of Rights . In the event that any Investor ceases to own a number of Units (or other voting equity securities of the Company) equal to at least 10% of the then outstanding Units, such Investor shall no longer have the right to appoint two Designees and shall instead have the right to appoint one Designee. In the event that any Investor ceases to own a number of Units (or other voting equity securities of the Company) equal to at least 5% of the then outstanding Units, such Investor shall no longer have the right to appoint any Designee.

     1.3 Proxy . So long as Hawkeye has a right to appoint one or more Designees, each of the Members hereby grants to Hawkeye an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Member’s Units in accordance with such Member’s agreement to elect the Hawkeye Board Member(s) to the Board in accordance with Section 1.1 . So long as Partners has a right to appoint one or more Designees, each of the Members hereby grants to Partners an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such Member’s Units in accordance with such Member’s agreement to elect the Partners Board Member(s) to the Board in accordance with Section 1.1 . Each of the Members hereby grants to each of the Investors an irrevocable proxy

ABE Voting Agreement		Page 2

coupled with an interest to vote, including in any action by written consent, such Member’s Units in accordance with such Member’s agreement to elect the CEO Board Member in accordance with Section 1.1 .

     1.4 Observation Rights . For so long as Hawkeye owns a number of Units (or other voting equity securities of the Company) equal to at least 75% of the Hawkeye Units, Hawkeye shall be entitled to appoint at any one time one representative (the “ Observer ”) to the Board. The Observer shall (a) receive all notices and information that the Company distributes to the Board in connection with regularly scheduled meetings (but not special meetings) of the Board at the same time and manner as given to the members of the Board and (b) have the right to attend and observe in a non-voting capacity all regularly scheduled meetings (but not special meetings) of the Board; provided, however, that the Company reserves the right to exclude the Observer from access to any material or meeting or portion thereof if the Company believes on the advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege; and, provided further, that the Observer shall agree to maintain the confidentiality of all Company information and all proceedings of the Board to the same extent as he would be required to do if he were a director of the Company.

     1.5 Directors’ and Officers’ Insurance . The Company shall purchase and maintain for such periods as the Board shall in good faith determine, at its expense, insurance in an amount determined in good faith by the Board to be appropriate, on behalf of any person who after the date hereof is a director of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions. The provisions of this Section 1.5 shall survive any termination of this Agreement.

     1.6 Specific Enforcement . Each Party acknowledges and agrees that each of the Investors will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the Parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Investors shall be entitled to an injunction to prevent breaches of this Agreement and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction, in addition to any other remedy to which each of the Investors may be entitled at law or in equity. No breach by any Party of, or other failure of any Party to perform, any of the respective covenants or obligations of the Parties under this Agreement shall relieve any other Party of its obligations under this Agreement.

     1.7 Aggregation of Units. All Units held by an Investor and its Affiliates shall be aggregated together for purposes of determining the availability of any rights under this Agreement. “ Affiliate ” means, with respect to any Person, any other Person who, directly or indirectly, controls such first Person or is controlled by said Person or is under common control with said Person, where “control” means power and ability to direct, directly or indirectly, or share equally in or cause the direction of, the management and/or policies of a Person, whether through ownership of voting shares or other equivalent interests of the controlled Person, by contract (including proxy) or otherwise.

ABE Voting Agreement		Page 3

     1.8 Transferees Bound . Each of the Members agrees that any Person to whom any Member transfers any of such Member’s Units shall be bound by the provisions of this Agreement as if such transferee were originally a party hereto, provided, however that no transferee who receives a Member’s Units pursuant to a registered public offering or to the public pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, shall be bound by the provisions of this Agreement. Any attempted transfer in violation of this Section 1.8 shall be null and void.

     1.9 Conflicts of Interest . Nothing herein shall limit the ability of the Board to limit the participation of any Board Member or Observer in circumstances where the Board determines in good faith that the Board Member has a conflict of interest with any matter relating to the Company; provided, however, that the Company shall provide to the Board Member(s) or Observer whose participation is limited (a) to the extent practicable, prior notice of such limitation and (b) in as much detail as is practicable, a description of the matters discussed in his, her or their absence.

2. MISCELLANEOUS

     2.1 Assignment . This Agreement shall not be assignable by any of the Investors without the prior written consent of the Company.

     2.2 Governing Law . This Agreement shall be governed by and construed in accordance with the Limited Liability Company Act of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its principles of conflicts of laws.

     2.3 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     2.4 Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

     2.5 Notices . All notices required or permitted to be given hereunder shall be in writing and may be delivered by hand, by facsimile, by nationally recognized private courier, or by United States mail. Notices delivered by mail shall be deemed given three (3) business days after being deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. Notices delivered by hand, by facsimile, or by nationally recognized private courier shall be deemed given on the day of receipt (if such day is a business day or, if such day is not a business day, the next succeeding business day); provided, however , that a notice delivered by facsimile shall only be effective if confirmation is received of receipt of the facsimile at the number provided in this Section 2.5 or if such notice is also delivered by hand, or deposited in the United States mail, postage prepaid, registered or certified mail (return receipt requested), on or before two (2) business days following transmission by facsimile. All notices shall be addressed as follows:

If to Hawkeye:		with a copy to:
Hawkeye Energy Holdings, LLC		Thomas H. Lee Partners
224 S. Bell Ave.		100 Federal Street, 35th Floor
Ames, Iowa 50010		Boston, Massachusetts 02110
Attention: Timothy B. Callahan		Attention: Joshua M. Nelson
Fax: (515) 233-5577		Fax: (617) 227-3514
		and a copy to:
		Weil, Gotshal & Manges LLP
		100 Federal Street, 34th Floor
		Boston, Massachusetts 02110
		Attention: Steven M. Peck
		Fax: (617) 772-8333
If to Partners:		with a copy to:
Ethanol Investment Partners, LLC		Baker, Donelson, Bearman, Caldwell & Berkowitz
c/o Ethanol Capital Management, LLC		211 Commerce Street, Suite 1000
4400 East Broadway Blvd.		Nashville, Tennessee 37201
Tucson, Arizona 85711		Attn: Tonya Mitchem Grindon
Attention: Scott Brittenham		Telephone: (615) 726-5607
Telephone: (520) 628-2000		Fax: (615) 744-5607
Fax: (520) 323-9177
If to the Company:		with a copy to:
Advanced BioEnergy, LLC		Faegre & Benson LLP
10201 Wayzata Boulevard, Suite 250		2200 Wells Fargo Center
Minneapolis, Minnesota 55305		90 South Seventh Street
Attention: Richard Peterson		Minneapolis, Minnesota 55402
Fax: (763) 226-2725		Attention: Peter J. Ekberg
		Fax: (612) 766-1600
If to SDWG:		with a copy to:
South Dakota Wheat Growers Association		Husch Blackwell Sanders LLP
110 6th Avenue SE		4801 Main Street, Suite 1000
Aberdeen, South Dakota 57402		Kansas City, Missouri 64112
Attention: CEO		Attention: Jason A. Reschly
Fax: (605) 225-0859		Fax: (816) 983-8080
If to the Directors and Officers:		with a copy to:

Advanced BioEnergy, LLC		Faegre & Benson LLP
10201 Wayzata Boulevard, Suite 250		2200 Wells Fargo Center
Minneapolis, Minnesota 55305		90 South Seventh Street
Attention: Donald Gales		Minneapolis, Minnesota 55402
Fax: (763) 226-2725		Attention: Peter J. Ekberg
		Fax: (612) 766-1600

and/or to such other respective addresses and/or addressees as may be designated by notice given in accordance with the provisions of this Section 2.5.

     2.6 Future Parties to the Agreement . If any person becomes a member of the Board after the date hereof and is or becomes a direct holder of Units, the Company agrees to use good faith efforts to cause each such person to become a party to, and be bound by the terms of, this Agreement as a Director. If a person who is a Director ceases to be a member of the Board, without any further action of any other Party, such person shall cease to be a Party to this Agreement as of the day such person ceases to be a member of the Board; provided, however, for the avoidance of doubt, such cessation of a Director to be a Party to this Agreement shall not release any entity that may be affiliated with or otherwise related to such Director from the obligations of this Agreement.

     2.7 Amendment; Waiver . This Agreement may be amended or modified and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by the Company, each of the Investors and SDWG; provided, however, that any amendment, modification or waiver that materially and adversely affects a Member disproportionately as compared to all other Members shall require the prior written consent of a majority-in-interest of such Members so adversely affected.

     2.8 Entire Agreement . This Agreement, together with the Subscription Documents, constitutes the full and entire understanding and agreement between the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly terminated. The Prior Partners Voting Agreement is hereby amended and restated in its entirety pursuant to this Agreement.

*****

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ABE Voting Agreement		Page 6

     In Witness Whereof, the Parties hereto have executed this Voting Agreement on the date first above written.

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Signature Page to ABE Voting Agreement

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Signature Page to ABE Voting Agreement

Directors:
/s/ Revis L. Stephenson III		/s/ Troy Otte
Revis L. Stephenson III		Troy Otte
Director		Director
/s/ Scott Brittenham		/s/ Keith E. Spohn
Scott Brittenham		Keith E. Spohn
Director		Director
/s/ Richard Peterson		/s/ Thomas Ravencroft
Richard Peterson		Thomas Ravencroft
Director		Director
/s/ Larry L. Cerny
Larry L. Cerny
Director
/s/ John E. Lovegrove
John E. Lovegrove
Director

*****

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Exhibit 4.4

REGISTRATION RIGHTS AGREEMENT
BETWEEN
ADVANCED BIOENERGY, LLC
AND
HAWKEYE ENERGY HOLDINGS, LLC

August 28, 2009

TABLE OF CONTENTS

						Page
1.		Definitions					1
2.		Registration Rights					4
		2.1		Demand Registration			4
		2.2		Company Registration			6
		2.3		Underwriting Requirements			6
		2.4		Obligations of the Company			7
		2.5		Furnish Information			9
		2.6		Expenses of Registration			9
		2.7		Indemnification			9
		2.8		Reports Under Exchange Act			12
		2.9		Limitations on Subsequent Registration Rights			12
		2.10		“Market Stand-off” Agreement			13
		2.11		Restrictions on Transfer			13
		2.12		Termination of Registration Rights			15
3.		Miscellaneous					15
		3.1		Successors and Assigns			15
		3.2		Governing Law			15
		3.3		Counterparts; Facsimile			15
		3.4		Titles and Subtitles			15
		3.5		Notices			15
		3.6		Amendments and Waivers			16
		3.7		Severability			17
		3.8		Aggregation of Securities			17
		3.9		Entire Agreement			17
		3.10		Delays or Omissions			17

Advanced BioEnergy, LLC
Registration Rights Agreement

          This Registration Rights Agreement (this “ Agreement ”) is made as of the 28 ^th day of August, 2009, between Advanced BioEnergy, LLC, a Delaware limited liability company (the “ Company ”), and Hawkeye Energy Holdings, LLC, a Delaware limited liability company (“ Hawkeye ”).

Background

          A. On the date hereof, the Company and Hawkeye entered into that certain Subscription Agreement (the “ Subscription Agreement ”) and letter agreement (the “ Subscription Letter Agreement ” and together with the Subscription Agreement, the “ Subscription Documents ”) providing for the issuance and sale of Units to Hawkeye.

          B. In connection with the Subscription Documents the Parties desire to provide Hawkeye with the right, among other rights, to demand the registration of Registrable Securities (as defined below) held by Hawkeye in accordance with the terms of this Agreement. Capitalized terms used herein but not otherwise defined have the meaning given to them in the Subscription Documents.

Agreement

          NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the Parties agree as follows:

     1.  Definitions . For purposes of this Agreement:

          1.1 “ Affiliate ” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including without limitation any general partner, officer, director, or manager of such Person.

          1.2 “ Damages ” means any loss, damage, or liability to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the

Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

          1.3 “ Derivative Securities ” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Units, including options and warrants.

          1.4 “ EIP ” means Ethanol Investment Partners, LLC.

          1.5 “ EIP Holder ” means any “Holder” as that term is defined under the EIP Registration Rights Agreement.

          1.6 “ EIP Registration Rights Agreement ” means that certain Registration Rights Agreement dated as of June 2, 2007 between the Company and EIP.

          1.7 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

          1.8 “ Excluded Registration ” means (a) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan or (b) a registration relating to an SEC Rule 145 transaction.

          1.9 “ Form S-1 ” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

          1.10 “ Form S-2 ” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

          1.11 “ Form S-3 ” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

          1.12 “ GAAP ” means generally accepted accounting principles in the United States.

          1.13 “ Holder ” means any holder of Registrable Securities who is a party to this Agreement, including permitted transferees that agree in writing to be bound by and subject to the terms and conditions of this Agreement.

          1.14 “ Initiating Holders ” means, collectively, Holders who properly initiate a registration request under this Agreement.

Advanced BioEnergy LLC — Hawkeye Registration Rights Agreement		Page 2

          1.15 “ IPO ” means the Company’s first underwritten public offering of its Units or other equity securities under the Securities Act after the date of this Agreement.

          1.16 “ Operating Agreement ” means that certain Third Amended and Restated Operating Agreement of the Company dated as of February 1, 2006, as may be amended from time to time.

          1.17 “ Person ” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

          1.18 “ Registrable Securities ” means (a) the Units beneficially owned by Hawkeye from time to time; and (b) any Units issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the Units referenced in clause (a) above, including without limitation any Units which are issued to Hawkeye subsequent to the conversion resulting from any stock split or merger, and excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 3.1, and excluding for purposes of Section 2 any Units for which registration rights have terminated pursuant to Section 2.12 of this Agreement.

          1.19 “ Restricted Securities ” means the securities of the Company required to bear the legend set forth in Section 2.11(b) hereof.

          1.20 “ SDWG ” means South Dakota Wheat Growers Association, a South Dakota cooperative.

          1.21 “ SDWG Holder ” means any “Holder” as that term is defined under the SDWG Investor Rights Agreement.

          1.22 “ SDWG Investor Rights Agreement ” means that certain Investor Rights Agreement dated as of November 8, 2006 between the Company and SDWG, as amended.

          1.23 “ SEC ” means the Securities and Exchange Commission.

          1.24 “ SEC Rule 144 ” means Rule 144 promulgated by the SEC under the Securities Act.

          1.25 “ SEC Rule 145 ” means Rule 145 promulgated by the SEC under the Securities Act.

          1.26 “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Advanced BioEnergy LLC — Hawkeye Registration Rights Agreement		Page 3

          1.27 “ Selling Expenses ” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section 2.6 .

          1.28 “ Units ” means units of membership interests in the Company, or shares or other equity interests of the Company issued in exchange for or otherwise in connection with any transaction as described in Section 2.1.

     2.  Registration Rights . The Company covenants and agrees as follows:

          2.1 Demand Registration .

          (a) Form S-1 Demand . If at any time after the earlier of (i) one year after the date of this Agreement or (ii) ninety (90) days after the effective date of the registration statement for the IPO or such longer period after the IPO if the Holders cannot sell their securities as a result of executing a “market stand-off” agreement contemplated by Section 2.10 hereof, the Company receives a request from Holders of at least seventy-five percent (75%) of the Registrable Securities that the Company file a Form S-1 registration statement with respect to at least seventy-five percent (75%) of the Registrable Securities (or any lesser percentage if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “ Demand Notice ”) to all Holders other than the Initiating Holders (including for purposes of this Section 2.1(a), solely for purposes of this clause (x), any EIP Holder and any SDWG Holder); and (y) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders (including for purposes of this Section 2.1(a), solely for purposes of this clause (y), any EIP Holder and any SDWG Holder), as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

          (b) Form S-3 Demand . If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least fifty percent (50%) of the Registrable Securities that the Company file a Form S-3 registration statement with respect to at least fifty percent (50%) of the Registrable Securities (or any lesser percentage if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15 million), then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders (including for purposes of this Section 2.1(b), solely for purposes of this clause (i), any EIP Holder and any SDWG Holder); and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders (including for purposes of this Section 2.1(b), solely for purposes of this clause (ii), any EIP Holder and any SDWG Holder), as specified by notice given by each such Holder to the

Advanced BioEnergy LLC — Hawkeye Registration Rights Agreement		Page 4

Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

          (c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to Section 2.1(a) or Section 2.1(b) a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its members for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; or (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than thirty (30) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other member during such thirty (30) day period other than an Excluded Registration.

          (d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a): (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b): (x) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (y) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Company has performed its obligations hereunder in all material respects, the Initiating Holders withdraw their request for such registration, the Initiating Holders elect not to pay the registration expenses therefor, and the Initiating Holders forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d).

          2.2 Company Registration . If the Company proposes to register (including, for this purpose, a registration effected by the Company for equity holders other than the Holders, including, without limitation, pursuant to the EIP Registration Rights Agreement or the

Advanced BioEnergy LLC — Hawkeye Registration Rights Agreement		Page 5

SDWG Investor Rights Agreement) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.6.

          2.3 Underwriting Requirements .

          (a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of equity securities to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of equity securities that may be included in the underwriting shall be allocated as follows: (1) as between the Holders of Registrable Securities that are party to this Agreement (the “ Hawkeye Holders ”), the EIP Holders and the SDWG Holders in proportion (as nearly as practicable) to the number of equity securities that each group requested to be included in the underwriting, and then (2) as between the persons that comprise the Hawkeye Holders, the EIP Holders and the SDWG Holders in proportion (as nearly as practicable) to the number of equity securities owned by each holder or in such other proportion as shall mutually be agreed to by all such holders; provided, however, that the number of Registrable Securities held by the Hawkeye Holders to be included in such underwriting shall not be reduced unless all other securities, except the equity securities requested to be included in the underwriting by the EIP Holders and the SDWG Holders which shall be reduced as contemplated in the prior sentence, are first entirely excluded from the underwriting.

          (b) In connection with any offering involving an underwriting of the Company’s securities pursuant to Section 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting agreement as agreed upon between the Company and its underwriters (which underwriting agreement shall contain customary terms and conditions), and then only in such

Advanced BioEnergy LLC — Hawkeye Registration Rights Agreement		Page 6

quantity as the underwriters in their reasonable discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by security holders of the Company to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters in their reasonable discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders; provided, however, in no event shall any securities held by any SDWG Holder be eliminated unless all Registrable Securities held by all EIP Holders and all Hawkeye Holders are completely eliminated. For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder” as defined in this sentence.

          (c) For purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3, fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

          2.4 Obligations of the Company . Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

          (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred eighty (180) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred eighty (180) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of the Company or an underwriter of Units (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred eighty (180) day period shall be extended for up to two hundred forty (240) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

Advanced BioEnergy LLC — Hawkeye Registration Rights Agreement		Page 7

          (b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

          (c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

          (d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

          (e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

          (f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

          (g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

          (h) promptly make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

          (i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

Advanced BioEnergy LLC — Hawkeye Registration Rights Agreement		Page 8

          (j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

          2.5 Furnish Information . It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

          2.6 Expenses of Registration . All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders (“ Selling Holder Counsel ”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1(a) or Section 2.1(b) if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders, including the EIP Holders and the SDWG Holders, shall bear such expenses pro rata based upon the number of Registrable Securities that were actually to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

          2.7 Indemnification . If any Registrable Securities are included in a registration statement under this Section 2:

          (a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, employees, agents and stockholders of each such Holder; legal counsel, accountants and other advisors for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.7(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of

Advanced BioEnergy LLC — Hawkeye Registration Rights Agreement		Page 9

the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in strict conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in such registration statement.

          (b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel, accountants and other advisors for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in strict conformity with written information furnished by or on behalf of such selling Holder expressly for use in such registration statement; and each such selling Holder will pay, severally and not jointly, to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which such indemnifiable Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds from the offering received by such Holder, except in the case of common law fraud or willful misconduct by such Holder.

          (c) Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, unless such failure actually and materially prejudices the indemnifying party’s ability to defend such action.

          (d) Notwithstanding anything else herein to the contrary, the foregoing indemnity agreements of the Company and the selling Holders are subject to the condition that,

Advanced BioEnergy LLC — Hawkeye Registration Rights Agreement		Page 10

insofar as they relate to any Damages arising from any untrue statement or alleged untrue statement of a material fact contained in, or omission or alleged omission of a material fact from, a preliminary prospectus (or necessary to make the statements therein not misleading) that has been corrected in the form of prospectus included in the registration statement at the time it becomes effective, or any amendment or supplement thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act (the “ Final Prospectus ”), such indemnity agreement shall not inure to the benefit of any Person if a copy of the Final Prospectus was furnished to the indemnified party and such indemnified party failed to deliver, at or before the confirmation of the sale of the shares registered in such offering, a copy of the Final Prospectus to the Person asserting the loss, liability, claim, or damage in any case in which such delivery was required by the Securities Act.

          (e) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.7 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.7, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.7(e), when combined with the amounts paid or payable by such Holder pursuant to Section 2.7(b), exceed the net proceeds from the offering received by such Holder (net of any Selling Expenses) paid by such Holder), except in the case of willful misconduct or common law fraud by such Holder.

          (f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided, however, that the provisions on indemnification and contribution contained in the underwriting agreement shall not

Advanced BioEnergy LLC — Hawkeye Registration Rights Agreement		Page 11

contain provisions which expose the Holders to greater liability (including greater liability resulting from reduced indemnification rights) than the terms contained herein.

          (g) The obligations of the Company and Holders under this Section 2.7 shall survive the completion of any offering of Registrable Securities in a registration under Section 2 and shall survive the termination of this Agreement.

          2.8 Reports Under Exchange Act . With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

          (a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times;

          (b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act ; and

          (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act, and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

          2.9 Limitations on Subsequent Registration Rights . From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include such securities in any Company registration or demand registration of any securities held by such holder or prospective holder unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only on a pari passu basis to the number of the Registrable Securities of the Holders that are included. The Company shall not amend the EIP Registration Rights Agreement or the SDWG Investor Rights Agreement in a manner adverse to the Holders without the prior written consent of a majority in interest of the Holders.

          2.10 “Market Stand-off” Agreement . Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO or other registration by the Company for its own behalf of Units or any other equity securities under the Securities Act on a registration statement on Form S-1, Form S-2, or Form S-3, and ending on the date specified by

Advanced BioEnergy LLC — Hawkeye Registration Rights Agreement		Page 12

the Company and the managing underwriter (such period not to exceed (a) one hundred eighty (180) days in the case of the IPO, which period may be extended upon the request of the managing underwriter for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period, or (b) ninety (90) days in the case of any registration other than the IPO, which period may be extended upon the request of the managing underwriter for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 90-day lockup period), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Units or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Units held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Units or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.10 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Holders only if all officers, directors, and members individually owning more than five percent (5%) of the Company’s outstanding Units (or other voting equity securities) are subject to the same restrictions. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.10 or that are necessary to give further effect thereto.

          2.11 Restrictions on Transfer .

          (a) The Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize any such sale, pledge, or transfer, except upon the conditions specified in this Agreement and Section 9 of the Operating Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement and the Operating Agreement.

          (b) In addition to any legend requirements set forth in the Operating Agreement, each certificate or instrument representing the Registrable Securities shall (unless otherwise permitted by the provisions of Section 2.11(c)) be stamped or otherwise imprinted with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

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THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF ITS SECURITIES, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

          The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.11

          (c) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder (which for the purposes of this sentence shall include any member, partner or stockholder of such Holder) for no consideration; provided that in the case of a transfer to an Affiliate each transferee agrees in writing to be subject to the terms of this Section 2.11. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.11(b), except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

          2.12 Termination of Registration Rights . The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.1 or Section 2.2 shall terminate upon the earliest to occur of (a) the closing of a transaction resulting in a “Dissolution Event” as such term is defined in the Operating Agreement and (b) the date on which such Holder is entitled to sell all of the Units owned by it pursuant to Rule 144 without compliance with any of the Rule 144 availability of adequate current public information about the issuer, volume limitations, manner of sale requirements, filing of a Form 144 or other conditions.

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     3.  Miscellaneous .

          3.1 Successors and Assigns . Except as set forth in this Section 3.1, this Agreement shall not be assignable by Hawkeye without the prior written consent of the Company. Prior written consent will not be required for any assignment of this Agreement by Hawkeye to an Affiliate assignee or an assignee acquiring at least fifty percent (50%) of the Registrable Securities prior to such assignment, provided that (i) the Company is, within a reasonable period of time after such transfer, furnished with written notice of the name and address of such assignee and (ii) such assignee agrees in a written instrument satisfactory to the Company, to be bound by and subject to the terms and conditions of this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

          3.2 Governing Law . This Agreement shall be governed by and construed in accordance with the Limited Liability Company Act of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its principles of conflicts of laws. In any action between the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably waives the right to trial by jury; and (b) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 3.5 .

          3.3 Counterparts; Facsimile . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

          3.4 Titles and Subtitles . The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

          3.5 Notices .

          All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed), one business day after being deposited with a nationally recognized overnight courier, or two business days after being mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Hawkeye:		with a copy to:
Hawkeye Energy Holdings, LLC		Thomas H. Lee Partners, LLP
224 S. Bell Ave.		100 Federal Street, 35th Floor
Ames, Iowa 50010		Boston, Massachusetts 02110
Attention: Timothy B. Callahan		Attention: Joshua M. Nelson
Fax: (515) 233-5577		Fax: (617) 227-3514
		and a copy to:
		Weil, Gotshal & Manges LLP
		100 Federal Street, 34th Floor
		Boston, Massachusetts 02110
		Attention: Steven M. Peck
		Fax: (617) 772-8333
If to the Company:		with a copy to:
Advanced BioEnergy, LLC		Faegre & Benson LLP
10201 Wayzata Boulevard, Suite 250		2200 Wells Fargo Center
Minneapolis, Minnesota 55305		90 South Seventh Street
Attention: President Donald Gales		Minneapolis, Minnesota 55402
Fax: (763) 226-2725		Attention: Peter J. Ekberg
		Fax: (612) 766-1600

          (a) If, during the period of time from and after any permissible assignment under Section 3.1 until the time the Company receives written notice of the name and address of the Affiliate assignee, the Company provides notice to Hawkeye under this Agreement and in accordance with this Section 3.5, the notice given to Hawkeye will be deemed to have been given to the Affiliate assignee.

          3.6 Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Holders of a majority of the Registrable Securities; provided , that the Company may in its sole discretion waive compliance with Section 2.11(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Section 2.11(c) shall be deemed to be a waiver); and provided further , that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party; provided further , however, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Holder without the written consent of such Holder, unless such amendment, termination, or waiver applies to all Holders in the same fashion. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 3.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term,

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condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

          3.7 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law or regulation, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

          3.8 Aggregation of Securities . All shares of Registrable Securities held or acquired by Affiliates of a Holder shall be aggregated together for the purpose of determining the availability of any rights under this Agreement of such Holder.

          3.9 Entire Agreement . This Agreement, together with the Subscription Documents (including any Schedules and Exhibits hereto and thereto), constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

          3.10 Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

*****

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     The Parties hereto have executed this Agreement on the date first above written.

[Signature Page to Registration Rights Agreement]

Exhibit 4.5

Second Amendment to Investor Rights Agreement

     This Second Amendment (the “ Amendment ”) is entered into as of August 28, 2009, by and among Advanced BioEnergy, LLC, a Delaware limited liability company (the “ Company ”), and South Dakota Wheat Growers Association, a South Dakota cooperative (“ SDWG ”).

Background

     A. On November 8, 2006, the Company and SDWG entered into an investor rights agreement (as amended, the “ SDWG Investor Rights Agreement ”) in connection with the purchase by the Company of SDWG’s limited partnership interest in Heartland Grain Fuels, L.P. (“ HGF ”).

     B. On August 21, 2009, the Company entered into a subscription agreement with Hawkeye Energy Holdings, LLC (“ Hawkeye ”) pursuant to which the Company agreed to enter into a registration rights agreement with Hawkeye (the “ Hawkeye Registration Rights Agreement ”), provided the Company first obtained, among other third party consents, SDWG’s consent to grant such rights.

     C. In connection with the execution of the Hawkeye Registration Rights Agreement, ABE and SDWG desire to amend the SDWG Investor Rights Agreement as follows:

Agreement

      1.  Amendment to Article 1. Article 1 of the SDWG Investor Rights Agreement is hereby amended and restated in its entirety as set forth in the attached Exhibit A .

      2.  Amendment to Section 2.3(a) . Section 2.3(a) of the SDWG Investor Rights Agreement is hereby amended and restated in its entirety as set forth in the attached Exhibit B .

      3.  Amendment to Section 2.7 . Section 2.7 of the SDWG Investor Rights Agreement is hereby amended and restated in its entirety as set forth in Exhibit C .

      4.  Amendment to Section 2.9 . Section 2.9 of the SDWG Investor Rights Agreement is hereby amended by adding the following sentence to the end of that provision:

“The Company shall not amend the Hawkeye Registration Rights Agreement or the EIP Registration Rights Agreement in a manner adverse to the Holders without the prior written consent of a majority in interest of the Holders.”

      5.  Governing Law . The parties to this Amendment intend for the laws of the State of Minnesota to govern the validity of this Amendment, the construction of its terms and the interpretation of the rights and duties of the parties, without regard to the conflict of law provisions of such state.

      6.  Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.

      7.  Miscellaneous . Except as specifically amended herein, the SDWG Investor Rights Agreement shall remain in full force and effect, as so amended. Any reference to this “Amendment,” shall include the Recitals set forth in the beginning of this Amendment.

[Remainder of the page intentionally left blank.]

     This Amendment has been executed by the parties hereto as of the date first set forth above.

		ADVANCED BIOENERGY LLC
		By:		/s/ Richard Peterson
				Richard Peterson
				President, Chief Executive Officer and Chief Financial Officer
		SOUTH DAKOTA WHEAT GROWERS ASSOCIATION
		By:		/s/ Dale Locken
				Dale Locken
				Chief Executive Officer and Treasurer

EXHIBIT A

AMENDED AND RESTATED ARTICLE 1

     1.  Definitions . For purposes of this Agreement:

          1.1 “ Additional Financing ” means the sale by the Company of additional Units as contemplated by the registration statement on Form SB-2 filed by the Company with the SEC on September 13, 2006, as amended from time to time thereafter.

          1.2 “ Affiliate ” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including without limitation any general partner, officer, director, or manager of such Person.

          1.3 “ Damages ” means any loss, damage, or liability to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

          1.4 “ Derivative Securities ” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Units, including options and warrants.

          1.5 “ EIP ” means Ethanol Investment Partners, LLC, a Delaware limited liability company.

          1.6 “ EIP Holder ” means any “Holder” as that term is defined under the Registration Rights Agreement.

          1.7 “ EIP Registration Rights Agreement ” means that certain Registration Rights Agreement dated as of June 25, 2007, between the Company and EIP, as amended.

          1.8 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

          1.9 “ Excluded Registration ” means (a) a registration of Units in connection with the Additional Financing so long as such registration is declared effective by the SEC no later than February 28, 2007; (b) a registration relating to the sale of securities to employees of

the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; or (c) a registration relating to an SEC Rule 145 transaction.

          1.10 “ Form S-1 ” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

          1.11 “ Form S-2 ” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

          1.12 “ Form S-3 ” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

          1.13 “ GAAP ” means generally accepted accounting principles in the United States.

          1.14 “ Hawkeye ” means Hawkeye Energy Holdings, LLC, a Delaware limited liability company.

          1.15 “ Hawkeye Holders ” means any “Holder” as that term is defined under the Hawkeye Registration Rights Agreement.

          1.16 “ Hawkeye Registration Rights Agreement ” means that certain Registration Rights Agreement dated as of August 28, 2009, between the Company and Hawkeye.

          1.17 “ Holder ” means any holder of Registrable Securities who is a party to this Agreement, including permitted transferees that agree in writing to be bound by and subject to the terms and conditions of this Agreement.

          1.18 “ Initiating Holders ” means, collectively, Holders who properly initiate a registration request under this Agreement.

          1.19 “ IPO ” means the Company’s first underwritten public offering of its Units or other equity securities under the Securities Act.

          1.20 “ Operating Agreement ” means that certain Third Amended and Restated Operating Agreement of the Company dated as of February 1, 2006, as amended from time to time.

          1.21 “ Person ” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

          1.22 “ Registrable Securities ” means (a) the Units issued to SDWG, and any Units acquired by SDWG after the date hereof; and (b) any Units issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the Units referenced in clause (a) above, excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 3.1 , and excluding for purposes of Section 2 any Units for which registration rights have terminated pursuant to Section 2.12 of this Agreement.

          1.23 “ Restricted Securities ” means the securities of the Company required to bear the legend set forth in Section 2.11(b) hereof.

          1.24 “ SEC ” means the Securities and Exchange Commission.

          1.25 “ SEC Rule 144 ” means Rule 144 promulgated by the SEC under the Securities Act.

          1.26 “ SEC Rule 144(k) ” means Rule 144(k) promulgated by the SEC under the Securities Act.

          1.27 “ SEC Rule 145 ” means Rule 145 promulgated by the SEC under the Securities Act.

          1.28 “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          1.29 “ Selling Expenses ” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section 2.6.

          1.30 “ Units ” means units of membership interests in the Company, or shares or other equity interests of the Company issued in exchange for or otherwise in connection with any transaction as described in Section 2.1 .

EXHIBIT B

AMENDED AND RESTATED SECTION 2.3(a)

          2.3 Underwriting Requirements .

               (a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of equity securities to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of equity securities that may be included in the underwriting shall be allocated as follows: (1) as between Holders, the Hawkeye Holders and the EIP Holders, in proportion (as nearly as practicable) to the number of equity securities that each group requested to be included in the underwriting, and then (2) as between the persons that comprise the Holders, the Hawkeye Holders, and the EIP Holders in proportion (as nearly as practicable) to the number of equity securities owned by each such holder or in such other proportion as shall mutually be agreed to by all such holders; provided, however, the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities, except the equity securities requested to be included in the underwriting by the Hawkeye Holders and the EIP Holders which shall be reduced as contemplated in the prior sentence, are first entirely excluded from the underwriting.

EXHIBIT C

AMENDED AND RESTATED SECTION 2.7

          2.7 Indemnification . If any Registrable Securities are included in a registration statement under this Section 2:

          (a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, employees, agents and stockholders of each such Holder; legal counsel, accountants and other advisors for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.7(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in strict conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in such registration statement.

          (b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel, accountants and other advisors for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in strict conformity with written information furnished by or on behalf of such selling Holder expressly for use in such registration statement; and each such selling Holder will pay, severally and not jointly, to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which such indemnifiable Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall any indemnity under this Section 2.7(b) exceed the net proceeds from the offering received by such Holder, except in the case of common law fraud or willful misconduct by such Holder.

          (c) Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect

thereof is to be made against any indemnifying party under this Section 2.7, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, unless such failure actually and materially prejudices the indemnifying party’s ability to defend such action.

          (d) Notwithstanding anything else herein to the contrary, the foregoing indemnity agreements of the Company and the selling Holders are subject to the condition that, insofar as they relate to any Damages arising from any untrue statement or alleged untrue statement of a material fact contained in, or omission or alleged omission of a material fact from, a preliminary prospectus (or necessary to make the statements therein not misleading) that has been corrected in the form of prospectus included in the registration statement at the time it becomes effective, or any amendment or supplement thereto filed with the SEC pursuant to Rule 424(b) under the Securities Act (the “ Final Prospectus ”), such indemnity agreement shall not inure to the benefit of any Person if a copy of the Final Prospectus was furnished to the indemnified party and such indemnified party failed to deliver, at or before the confirmation of the sale of the shares registered in such offering, a copy of the Final Prospectus to the Person asserting the loss, liability, claim, or damage in any case in which such delivery was required by the Securities Act.

          (e) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.7 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.7, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or

omission; provided, however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.7(e), when combined with the amounts paid or payable by such Holder pursuant to Section 2.7(b), exceed the net proceeds from the offering received by such Holder (net of any Selling Expenses) paid by such Holder), except in the case of willful misconduct or common law fraud by such Holder.

          (f) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided, however, that the provisions on indemnification and contribution contained in the underwriting agreement shall not contain provisions which expose the Holders to greater liability (including greater liability resulting from reduced indemnification rights) than the terms contained herein.

          (g) The obligations of the Company and Holders under this Section 2.7 shall survive the completion of any offering of Registrable Securities in a registration under Section 2 and shall survive the termination of this Agreement.

Exhibit 4.6

First Amendment to Registration Rights Agreement

     This First Amendment (the “ Amendment ”) is entered into as of August 28, 2009, by and among Advanced BioEnergy, LLC, a Delaware limited liability company (the “ Company ”), and Ethanol Investment Partners, LLC, a Delaware limited liability company (“ EIP ”).

Background

     A. On June 25, 2007, the Company and EIP entered into a registration rights agreement (the “ EIP Registration Rights Agreement ”) in connection with the issuance and sale by the Company of 15% Subordinated Convertible Promissory Notes to EIP.

     B. On August 21, 2009, the Company entered into a subscription agreement with Hawkeye Energy Holdings, LLC (“ Hawkeye ”) pursuant to which the Company agreed to enter into a registration rights agreement with Hawkeye (the “ Hawkeye Registration Rights Agreement ”), provided the Company first obtained, among other third party consents, EIP’s consent to grant such rights.

     C. In connection with the execution of the Hawkeye Registration Rights Agreement, ABE and EIP desire to amend the EIP Registration Rights Agreement as follows:

Agreement

      1.  Amendment to Article 1. Article 1 of the EIP Registration Rights Agreement is hereby amended and restated in its entirety as set forth in the attached Exhibit A .

      2.  Amendment to Section 2.3(a) . Section 2.3(a) of the EIP Registration Rights Agreement is hereby amended and restated in its entirety as set forth in the attached Exhibit B .

      3.  Amendment to Section 2.9 . Section 2.9 of the EIP Registration Rights Agreement is hereby amended by adding the following sentence to the end of that provision:

“The Company shall not amend the Hawkeye Registration Rights Agreement or the SDWG Investor Rights Agreement in a manner adverse to the Holders without the prior written consent of a majority in interest of the Holders.”

      4.  Governing Law . The parties to this Amendment intend for the laws of the State of Minnesota to govern the validity of this Amendment, the construction of its terms and the interpretation of the rights and duties of the parties, without regard to the conflict of law provisions of such state.

      5.  Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.

      6.  Miscellaneous . Except as specifically amended herein, the EIP Registration Rights Agreement shall remain in full force and effect, as so amended. Any reference to this “Amendment,” shall include the Recitals set forth in the beginning of this Amendment.

[Remainder of the page intentionally left blank.]

     This Amendment has been executed by the parties hereto as of the date first set forth above.

		ADVANCED BIOENERGY LLC
		By:		/s/ Richard Peterson
				Richard Peterson
				President, Chief Executive Officer and Chief Financial Officer
		ETHANOL INVESTMENT PARTNERS, LLC
		By:		/s/ Scott Brittenham
				Scott Brittenham
				President

EXHIBIT A

AMENDED AND RESTATED ARTICLE 1

     1.  Definitions . For purposes of this Agreement:

          1.1 “ Additional Financing ” means the sale by the Company of additional Units as contemplated by the registration statement on Form SB-2 filed by the Company with the SEC on September 13, 2006, as amended from time to time thereafter.

          1.2 “ Affiliate ” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including without limitation any general partner, officer, director, or manager of such Person.

          1.3 “ Damages ” means any loss, damage, or liability to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

          1.4 “ Derivative Securities ” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Units, including options and warrants.

          1.5 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

          1.6 “ Excluded Registration ” means (a) a registration of Units in connection with the Additional Financing so long as such registration is declared effective by the SEC no later than June 30, 2007; (b) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; or (c) a registration relating to an SEC Rule 145 transaction.

          1.7 “ Form S-1 ” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

          1.8 “ Form S-2 ” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

          1.9 “ Form S-3 ” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

          1.10 “ GAAP ” means generally accepted accounting principles in the United States.

          1.11 “ Hawkeye ” means Hawkeye Energy Holdings, LLC, a Delaware limited liability company.

          1.12 “Hawkeye Holders” means any “Holder” as that term is defined under the Hawkeye Registration Rights Agreement.

          1.13 “ Hawkeye Registration Rights Agreement ” means that certain Registration Rights Agreement dated as of August 28, 2009, between the Company and Hawkeye.

          1.14 “ Holder ” means any holder of Registrable Securities who is a party to this Agreement, including permitted transferees that agree in writing to be bound by and subject to the terms and conditions of this Agreement.

          1.15 “ Initiating Holders ” means, collectively, Holders who properly initiate a registration request under this Agreement.

          1.16 “ Investor Rights Agreement ” means that certain Investor Rights Agreement dated as of November 8, 2006 between the Company and SDWG, as amended.

          1.17 “ IPO ” means the Company’s first underwritten public offering of its Units or other equity securities under the Securities Act.

          1.18 “ Operating Agreement ” means that certain Third Amended and Restated Operating Agreement of the Company dated as of February 1, 2006, as amended from time to time.

          1.19 “ Person ” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

          1.20 “ Registrable Securities ” means (a) the Units issued to EIP upon conversion of the promissory notes issued to EIP under the Note Purchase Agreement; and (b) any Units issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the Units referenced in clause (a) above, including without limitation any

Units which are issued to EIP subsequent to the conversion resulting from any stock split or merger, and excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 3.1 , and excluding for purposes of Section 2 any Units for which registration rights have terminated pursuant to Section 2.12 of this Agreement.

          1.21 “ Restricted Securities ” means the securities of the Company required to bear the legend set forth in Section 2.11(b) hereof.

          1.22 “ SDWG ” means South Dakota Wheat Growers Association, a South Dakota cooperative.

          1.23 “ SDWG Holder ” means any “Holder” as that term is defined under the Investor Rights Agreement.

          1.24 “ SEC ” means the Securities and Exchange Commission.

          1.25 “ SEC Rule 144 ” means Rule 144 promulgated by the SEC under the Securities Act.

          1.26 “ SEC Rule 144(k) ” means Rule 144(k) promulgated by the SEC under the Securities Act.

          1.27 “ SEC Rule 145 ” means Rule 145 promulgated by the SEC under the Securities Act.

          1.28 “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          1.29 “ Selling Expenses ” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section 2.6.

          1.30 “ Units ” means units of membership interests in the Company, or shares or other equity interests of the Company issued in exchange for or otherwise in connection with any transaction as described in Section 2.1 .

EXHIBIT B

AMENDED AND RESTATED SECTION 2.3(a)

          2.3 Underwriting Requirements .

               (a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of equity securities to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of equity securities that may be included in the underwriting shall be allocated as follows: (1) as between Holders of Registrable Securities that are party to this Agreement (the “ EIP Holders ”), the Hawkeye Holders and the SDWG Holders, in proportion (as nearly as practicable) to the number of equity securities that each group requested to be included in the underwriting, and then (2) as between the persons that comprise the EIP Holders, the Hawkeye Holders, and the SDWG Holders in proportion (as nearly as practicable) to the number of equity securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such Holders; provided, however, the number of Registrable Securities held by the EIP Holders to be included in such underwriting shall not be reduced unless all other securities, except the equity securities requested to be included in the underwriting by the Hawkeye Holders and the SDWG Holders which shall be reduced as contemplated in the prior sentence, are first entirely excluded from the underwriting.