##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED: December 31, 2007
 Commission File Number: 000-52421
 ADVANCED BIOENERGY, LLC
  10201 Wayzata Boulevard, Suite 250Minneapolis, Minnesota 55305Delaware
    
    (763) 226-2701
    
    20-2281511(State or Other Jurisdiction of
    
    (Address, including zip code, and
    
    (I.R.S. EmployerIncorporation or Organization)
    
    telephone number,including area code,
    
    Identification No.)of Principal Executive Offices)
 þ o
 o þ
  o þ




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##### 



ADVANCED BIOENERGY, LLC
FORM 10-QSB
Index
 PART I. FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Operations
    
    
    4Consolidated Statements of Changes in Members Equity
    
    
    5Consolidated Statements of Cash Flows
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis or Plan of Operation
    
    
    16Item 3.
    
    Controls and Procedures
    
    
    28PART II. OTHER INFORMATION
    
    
    28Item 1.
    
    Legal Proceedings
    
    
    28Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    28Item 3.
    
    Defaults Upon Senior Securities
    
    
    28Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    28Item 5.
    
    Other Information
    
    
    28Item 6.
    
    Exhibits
    
    
    29SIGNATURES
    
    
    30Certification of Principal Executive OfficerCertification of Principal Financial and Accounting OfficerSection 1350 Certifications
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 ADVANCED BIOENERGY, LLC & SUBSIDIARIES
 
 Consolidated Balance Sheets
(Dollars in thousands)
 December 31,
    
    
    September 30,2007
    
    
    2007(unaudited)AssetsCurrent assetsCash and cash equivalents
    
    $
    14,061
    
    
    $
    7,111Accounts receivable:Trade accounts receivable
    
    
    13,458
    
    
    
    2,997Due from broker
    
    
    1,198
    
    
    
    1,036Other
    
    
    
    
    
    
    70Inventories
    
    
    9,571
    
    
    
    7,798Prepaid expenses
    
    
    1,534
    
    
    
    1,202Current portion of restricted cash held in escrow
    
    
    1,521
    
    
    
    Total current assets
    
    
    41,343
    
    
    
    20,214Property and equipment, net
    
    
    264,000
    
    
    
    242,937Other assetsRestricted cash held in escrow
    
    
    5,460
    
    
    
    1,778Financing and deferred offering costs, net
    
    
    7,308
    
    
    
    1,559Goodwill
    
    
    29,148
    
    
    
    29,148Other assets
    
    
    1,109
    
    
    
    1,199Total assets
    
    $
    348,368
    
    
    $
    296,835Liabilities and members equityCurrent liabilities:Accounts payable
    
    $
    5,762
    
    
    $
    25,685Accrued expenses
    
    
    16,873
    
    
    
    7,042Derivative financial instruments
    
    
    995
    
    
    
    1,172Current portion of long-term debt
    
    
    47,570
    
    
    
    111,779Total current liabilities
    
    
    71,200
    
    
    
    145,678Long term liabilitiesDeferred income
    
    
    6,732
    
    
    
    6,732Other liabilities
    
    
    1,407Long-term debt
    
    
    176,589
    
    
    
    51,471Total long-term liabilities
    
    
    184,728
    
    
    
    58,203Members equityMembers capital, no par value, authorized
20,000,000, 9,980,028 and 9,848,028 units
outstanding at December 31, 2007 and September
30, 2007, respectively
    
    
    93,847
    
    
    
    92,954Other comprehensive loss
    
    
    (1,407
    )
    
    
    Total members equity
    
    
    92,440
    
    
    
    92,954Total liabilities and members equity
    
    $
    348,368
    
    
    $
    296,835
  3




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ADVANCED BIOENERGY, LLC & SUBSIDIARIES
 
 Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share data)
 Three Months EndedDecember 31,2007
    
    
    2006Net salesEthanol and related products
    
    $
    52,596
    
    
    $
    10,237Other
    
    
    166
    
    
    
    215Total net sales
    
    
    52,762
    
    
    
    10,452Cost of goods sold
    
    
    48,021
    
    
    
    2,774Gross profit
    
    
    4,741
    
    
    
    7,678Selling, general and administrative
    
    
    3,561
    
    
    
    2,516Operating income
    
    
    1,180
    
    
    
    5,162Other income
    
    
    85
    
    
    
    Interest income
    
    
    242
    
    
    
    357Interest expense
    
    
    (4,115
    )
    
    
    (476
    )Net income (loss) before minority interest
    
    
    (2,608
    )
    
    
    5,043Minority interest
    
    
    
    
    
    
    (375
    )Net income (loss)
    
    $
    (2,608
    )
    
    $
    4,668Comprehensive loss
    
    $
    (4,015
    )
    
    $
    4,668Basic weighted average units outstanding
    
    
    9,801,957
    
    
    
    7,883,038Dilutive weighted average units outstanding
    
    
    9,801,957
    
    
    
    7,933,874Income (loss) per unit  basic
    
    $
    (0.27
    )
    
    $
    0.59Income (loss) per unit  diluted
    
    $
    (0.27
    )
    
    $
    0.59
  4




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ADVANCED BIOENERGY, LLC & SUBSIDIARIES
 
 Consolidated Statements of Changes in Members Equity
For the Three Months Ended December 31, 2007
(Unaudited)
(Dollars in thousands, except member units)
 OtherMember
    
    
    Members
    
    
    Comprehensive
    
    
    Total MembersUnits
    
    
    Capital
    
    
    Loss
    
    
    EquityMEMBERS EQUITY  September 30, 2007
    
    
    9,848,028
    
    
    $
    92,954
    
    
    $
    
    
    
    $
    92,954Issuance of membership units to officers
    
    
    132,000
    
    
    
    
    
    
    
    
    
    
    
    Issued warrants in connection with debt financing
    
    
    
    
    
    
    2,260
    
    
    
    
    
    
    
    2,260Unit compensation expense
    
    
    
    
    
    
    1,241
    
    
    
    
    
    
    
    1,241Market rate change in hedged interest rate swaps
    
    
    
    
    
    
    
    
    
    
    (1,407
    )
    
    
    (1,407
    )Net loss
    
    
    
    
    
    
    (2,608
    )
    
    
    
    
    
    
    (2,608
    )MEMBERS EQUITY  December 31, 2007
    
    
    9,980,028
    
    
    $
    93,847
    
    
    $
    (1,407
    )
    
    $
    92,440
  5




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ADVANCED BIOENERGY, LLC & SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
 Three Months EndedDecember 312007
    
    
    2006Cash flows from operating activitiesNet income (loss)
    
    $
    (2,608
    )
    
    $
    4,668Adjustments to reconcile net loss to net cash used in operating activities:Depreciation
    
    
    3,420
    
    
    
    847Amortization of financing costs
    
    
    127
    
    
    
    Amortization of warrants issued in connection with debt financing
    
    
    565
    
    
    
    Services exchanged for membership units
    
    
    
    
    
    
    897Consulting services exchanged for membership units
    
    
    
    
    
    
    60Unit compensation related to IRF contingent units
    
    
    750
    
    
    
    Unit compensation expense
    
    
    491
    
    
    
    73Unrealized loss on derivative financial instruments
    
    
    (177
    )
    
    
    (1,561
    )Minority interest in net income
    
    
    
    
    
    
    375Changes in working capital componentsReceivables
    
    
    (10,553
    )
    
    
    (6,669
    )Inventories
    
    
    (1,773
    )
    
    
    (1,098
    )Prepaid expenses
    
    
    (332
    )
    
    
    (219
    )Accounts payable
    
    
    (10,550
    )
    
    
    (96
    )Accrued expenses
    
    
    9,831
    
    
    
    (569
    )Net cash used in operating activities
    
    
    (10,809
    )
    
    
    (3,292
    )Cash flows from investing activitiesPurchase of land options and deposits
    
    
    
    
    
    
    (263
    )Purchase of Heartland Grain Fuels, LP, net of cash acquired
    
    
    
    
    
    
    (6,924
    )Purchase of property and equipment
    
    
    (33,748
    )
    
    
    (28,192
    )Change in other assets
    
    
    90(Increase) decrease in cash for plant construction and cash held in escrow
    
    
    (5,203
    )
    
    
    32,446Net cash used in investing activities
    
    
    (38,861
    )
    
    
    (2,933
    )Cash flows from financing activitiesPayments on debt
    
    
    (47,001
    )
    
    
    Proceeds from long-term debt
    
    
    103,621
    
    
    
    3,448Payment of deferred offering and financing costs
    
    
    
    
    
    
    (274
    )Net cash provided by financing activities
    
    
    56,620
    
    
    
    3,174Net increase (decrease) in cash and cash equivalents
    
    
    6,950
    
    
    
    (3,051
    )Beginning cash and cash equivalents
    
    
    7,111
    
    
    
    10,814Ending cash and cash equivalents
    
    $
    14,061
    
    
    $
    7,763Supplemental disclosure of non cash investing and financing activitiesMembership units issued for acquisition of assets
    
    $
    
    
    
    $
    28,061Accounts
payable and accrued expenses incurred for construction in process
    
    
    9,110
    
    
    
    18,483Deferred
financing costs incurred for acquisition of debt
    
    
    5,984
    
    
    
    Financing costs amortized to construction in progress
    
    
    108
    
    
    
    47Warrants issued in connection with debt
    
    
    2,260
    
    
    
    Supplemental disclosure of cash flow information:Cash paid for interest, net of capitalized of interest of $1,160 and $118
    
    $
    3,703
    
    
    $
    794
  6




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ADVANCED BIOENERGY, LLC & SUBSIDIARIES
 
 Notes to Consolidated Financial Statements (unaudited)
 1. Organization and Significant Accounting Policies
    Interest Rate Swaps
  Revenue Recognition
  Unit Based Compensation
  7




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##### Table of Contents



Loss per Unit
  Accounting Estimates
  2. Inventories and Property and Equipment
  December 31,
    
    
    September 30,2007
    
    
    2007(unaudited)Corn
    
    $
    2,331
    
    
    $
    5,500Chemicals
    
    
    260
    
    
    
    164Work in process
    
    
    2,106
    
    
    
    552Ethanol
    
    
    2,348
    
    
    
    609Distillers grain
    
    
    1,145
    
    
    
    58Supplies and critical parts
    
    
    1,381
    
    
    
    915Total
    
    $
    9,571
    
    
    $
    7,798
 December 31,
    
    
    September 30,2007
    
    
    2007(unaudited)Land
    
    $
    2,438
    
    
    $
    2,428Buildings
    
    
    18,527
    
    
    
    7,178Process equipment
    
    
    171,589
    
    
    
    51,597Office equipment
    
    
    815
    
    
    
    590Construction in process
    
    
    78,543
    
    
    
    185,636Property and equipment, gross
    
    
    271,912
    
    
    
    247,429Accumulated depreciation
    
    
    (7,912
    )
    
    
    (4,492
    )Property and equipment, net
    
    $
    264,000
    
    
    $
    242,937
  3:
Long Term Debt and Other Credit Arrangements
  8




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AdditionalFinancingAvailable atInterest
    
    
    December 31,
    
    
    September 30,
    
    
    December 31,Rate
    
    
    2007
    
    
    2007
    
    
    2007HGF senior credit facility
    
    
    8.41 - 8.68
    %
    
    $
    69,439
    
    
    $
    42,000
    
    
    $
    21,261HGF working capital
    
    
    8.47
    %
    
    
    2,000
    
    
    
    
    
    
    
    6,000HGF subordinate solid waste facilities revenue bonds
    
    
    8.25
    %
    
    
    19,000
    
    
    
    
    
    
    
    ABE Heartland note payable
    
    
    15
    %
    
    
    
    
    
    
    5,000
    
    
    
    ABE Fairmont senior credit facility
    
    
    7.75 - 8.0
    %
    
    
    89,790
    
    
    
    83,124
    
    
    
    210ABE Fairmont seasonal line
    
    
    8.75
    %
    
    
    
    
    
    
    
    
    
    
    12,089ABE Fairmont subordinate exempt facilities bonds
    
    
    6.75
    %
    
    
    7,000
    
    
    
    7,000
    
    
    
    Advanced BioEnergy convertible note
    
    
    15
    %
    
    
    25,929
    
    
    
    25,929
    
    
    
    Advanced BioEnergy promissory note
    
    
    12
    %
    
    
    2,500
    
    
    
    
    
    
    
    Advanced BioEnergy secured term loan
    
    
    13
    %
    
    
    8,305
    
    
    
    
    
    
    
    Other
    
    
    7.5
    %
    
    
    196
    
    
    
    197
    
    
    
    Total outstanding
    
    
    
    
    
    
    224,159
    
    
    
    163,250
    
    
    $
    39,560Less: Amounts due within one year
    
    
    
    
    
    
    (47,570
    )
    
    
    (111,779
    )Long-term debt
    
    
    
    
    
    $
    176,589
    
    
    $
    51,471
  2008
    
    $
    47,5702009
    
    
    24,9472010
    
    
    15,2632011
    
    
    15,2632012
    
    
    17,432Thereafter
    
    
    103,684Total debt
    
    $
    224,159
 Senior Credit Agreement for the South Dakota Plants
      Subordinate Solid Waste Facilities Revenue Bonds
  9




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##### Table of Contents



Senior Credit Facility for the Fairmont Plant
    Promissory Note
  Secured Term Loan Note
     10




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##### Table of Contents



4. Members Equity
 Restricted Unit Agreements
  Fairmont Development Fee
   Employment Agreements
    5. Commitments and Contingencies
 Construction Contracts
  6. Major Customers
   11




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##### Table of Contents



December 31,
    
    December 31,2007
    
    2006Aventine  HGF EthanolQuarterly revenues
    
    $
    17,436
    
    
    $
    9,530Receivable at quarter ended
    
    
    3,567
    
    
    
    2,795RPMG  Fairmont EthanolQuarterly revenues
    
    
    26,105
    
    
    
    Receivable at quarter ended
    
    
    8,362
    
    
    
    Dakotaland  HGF Distiller GrainsQuarterly revenues
    
    
    2,557
    
    
    
    1,044Receivable at quarter ended
    
    
    475
    
    
    
    398CHS  Fairmont Distiller GrainsQuarterly revenues
    
    
    3,613
    
    
    
    Receivable at quarter ended
    
    
    510
    
    
    
    
 7. Risk Management
    Accounting for Derivative
Instruments and Hedging Activities
 12




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##### Table of Contents



8. Comprehensive Income (Loss)
  Three Months EndedDecember 31,
    
    December 31,2007
    
    2006Net income (loss) as reported
    
    $
    (2,608
    )
    
    $
    4,668Unrealized losses on interest rate swaps
    
    
    (1,407
    )
    
    
    Comprehensive income (loss)
    
    $
    (4,015
    )
    
    $
    4,668
 
 ITEM 2. Managements Discussion and Analysis or Plan of Operation
 Information Regarding Forward-Looking Statements
  COMPANY OVERVIEW
     13




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COMPANY STRUCTURE
   EstimatedAnnual
    
    EstimatedEthanol
    
    AnnualProduction
    
    Distillers
    
    EstimatedNameplate
    
    Grains
    
    AnnualCapacity
    
    Production
    
    Corn(million gallons
    
    (2)
    
    Processed
    
    Production
    
    PrimaryLocation
    
    Status
    
    per year)
    
    (tons)
    
    (million bushels)
    
    Process
    
    Energy Source
    
    BuilderFairmont, NE
    
    In operation
    
    
    100
    
    
    
    321,000
    
    
    
    35.7
    
    
    Dry-Mill
    
    Natural Gas
    
    FagenAberdeen, SD
    
    In operation
    
    
    9
    
    
    
    28,750
    
    
    
    3.2
    
    
    Dry-Mill
    
    Natural Gas
    
    BroinHuron, SD
    
    In operation
    
    
    30
    
    
    
    96,000
    
    
    
    10.7
    
    
    Dry-Mill
    
    Natural Gas
    
    ICMAberdeen, SD
    
    In operation (1)
    
    
    40
    
    
    
    128,000
    
    
    
    14.3
    
    
    Dry-Mill
    
    Natural Gas
    
    ICMArgos, IN
    
    In development
    
    
    110
    
    
    
    350,000
    
    
    
    39.3
    
    
    Dry-Mill
    
    Natural Gas/Methane
    
    ICMNorthfield, MN
    
    In development
    
    
    100
    
    
    
    321,000
    
    
    
    35.7
    
    
    Dry-Mill
    
    Natural Gas
    
    Fagen
 
 (1)
    
    The Aberdeen plant expansion commenced operations in January 2008.(2)
    
    All plants produce or will produce and sell wet and dried distiller grains. The stated
quantities are on a fully dried basis operating at nameplate capacity. PLAN OF OPERATION THROUGH DECEMBER 2008
    14




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##### Table of Contents



RESULTS OF OPERATION
 Three Months Ended December 31, 2007 compared to the Three Months Ended December 31, 2006
 Net Sales
  Three Months Ended
    
    Three Months EndedDecember 31, 2007
    
    December 31, 2006Average
    
    
    
    
    
    AverageSold
    
    Net Price
    
    Sold
    
    Net PriceEthanol (gallons)
    
    
    24,188,499
    
    
    $
    1.81
    
    
    
    4,859,794
    
    
    $
    1.94Dried distiller grains (tons)
    
    
    48,892
    
    
    
    142.78
    
    
    
    4,147
    
    
    
    72.60Wet distiller grains (tons)
    
    
    66,061
    
    
    
    26.94
    
    
    
    42,126
    
    
    
    17.24
 Gross Profit
     Selling, General, and Administrative Expenses
  15




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##### Table of Contents



Trends and Uncertainties Impacting the Ethanol Industry and our Future Operations
 Overview
    Legislation
  The Renewable Fuels Standard
  The Clean Air Act and Oxygenated Gasoline Program
  16




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##### Table of Contents



The Volumetric Ethanol Excise Tax Credit
  Small Ethanol Producer Tax Credit
  Clean-Fuel Vehicle Refueling Equipment Tax Credit
  Imported Ethanol Tariffs and Quotas
   17




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##### Table of Contents



Technology Developments
     COMPETITION
 Our Primary Competition
      18




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##### Table of Contents



Competition from Alternative Fuels
  Competition for Co-Products
  LIQUIDITY AND CAPITAL RESOURCES
 Cash Flows
 Cash Flows Used in Operating Activities.
 Cash Used in Investing Activities.
 Cash Provided by Financing Activities.
    19




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##### Table of Contents



CREDIT ARRANGEMENTS
  AdditionalFinancingAvailable atInterest
    
    December 31,
    
    September 30,
    
    December 31,Rate
    
    2007
    
    2007
    
    2007HGF senior credit facility
    
    
    8.41-8.68
    %
    
    $
    69,439
    
    
    $
    42,000
    
    
    $
    21,261HGF working capital
    
    
    8.47
    %
    
    
    2,000
    
    
    
    
    
    
    
    6,000HGF subordinate solid waste facilities revenue bonds
    
    
    8.25
    %
    
    
    19,000
    
    
    
    
    
    
    
    ABE Heartland note payable
    
    
    15
    %
    
    
    
    
    
    
    5,000
    
    
    
    ABE Fairmont senior credit facility
    
    
    7.75-8.0
    %
    
    
    89,790
    
    
    
    83,124
    
    
    
    210ABE Fairmont seasonal line
    
    
    8.75
    %
    
    
    
    
    
    
    
    
    
    
    12,089ABE Fairmont subordinate exempt facilities bonds
    
    
    6.75
    %
    
    
    7,000
    
    
    
    7,000
    
    
    
    Advanced BioEnergy convertible note
    
    
    15
    %
    
    
    25,929
    
    
    
    25,929
    
    
    
    Advanced BioEnergy promissory note
    
    
    12
    %
    
    
    2,500
    
    
    
    
    
    
    
    Advanced BioEnergy secured term loan
    
    
    13
    %
    
    
    8,305
    
    
    
    
    
    
    
    Other
    
    
    7.5
    %
    
    
    196
    
    
    
    197
    
    
    
    Total outstanding
    
    
    
    
    
    
    224,159
    
    
    
    163,250
    
    
    $
    39,560Less: Amounts due within one year
    
    
    
    
    
    
    (47,570
    )
    
    
    (111,779
    )Long-term debt
    
    
    
    
    
    $
    176,589
    
    
    $
    51,471
  2008
    
    $
    47,5702009
    
    
    24,9472010
    
    
    15,2632011
    
    
    15,2632012
    
    
    17,432Thereafter
    
    
    103,684Total debt
    
    $
    224,159
 Senior Credit Agreement for the South Dakota Plants
      Subordinate Solid Waste Facilities Revenue Bonds
  20




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Senior Credit Facility for the Fairmont Plant
    Fillmore County Subordinate Exempt Facilities Revenue Bonds for the Fairmont plant
  Subordinated Convertible Debt Financing
   Promissory Note
  Secured Term Loan Note
     21




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ABERDEEN PLANT EXPANSION
  Costs for Aberdeen Plant Expansion
    
    AmountPlant construction, land and site development
    
    $
    62,044Natural gas pipeline infrastructure
    
    
    2,350Railroad infrastructure
    
    
    7,285Fire protection/water supply
    
    
    6,526Construction other
    
    
    387Working capital
    
    
    700Total
    
    $
    79,292
  Summary of Critical Accounting Policies and Estimates
  Revenue Recognition
  Quantitative and Qualitative Disclosures about Market Risk for Our Current Operations
    22




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EstimatedAt Risk
    
    
    
    
    
    Hypothetical
    
    
    
    
    
    Change in AnnualVolume(1)
    
    
    
    
    
    Change in
    
    Spot
    
    Operating Income(in millions)
    
    Units
    
    Price
    
    Price(2)
    
    (in millions)Corn
    
    
    54.4
    
    
    bushels
    
    
    10.0
    %
    
    $
    4.55
    
    
    $
    24.8Natural gas
    
    
    5.2
    
    
    btus
    
    
    10.0
    %
    
    $
    7.48
    
    
    $
    3.9Ethanol
    
    
    179.0
    
    
    gallons
    
    
    10.0
    %
    
    $
    2.37
    
    
    $
    42.4
 
 (1)
    
    The volume of corn is based on the assumption that we will enter into forward contracts for
15% of our estimated current 63.9 million bushel annual requirement. The volume of natural gas
is based on the assumption that we will enter into forward contracts for 8.8% of our estimated
5,728,000 MMBtu annual requirement. We expect that as our production capacity increases, we
will be exposed to additional market risk with respect to corn, natural gas and ethanol
prices.(2)
    
    Current spot prices include the CBOT price per gallon of ethanol and the price per bushel of
corn and the NYMEX price per MMBtu of natural gas as of December 31, 2007. Interest Rate
  Impact of Inflation
  Off-Balance Sheet Arrangements
  Government Programs, Tax Credits And Tax Increment Financing
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##### Table of Contents



ITEM 3. Controls and Procedures
  
 PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
   
 ITEM 2. Unregistered Sales of Equity Securities And Use Of Proceeds
  
 ITEM 3. Defaults Upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  
 ITEM 5. Other Information
  
 ITEM 6. Exhibits
 The exhibits filed herewith are set forth on the Exhibit Index filed as a part of this report
beginning immediately following the signatures.
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##### Table of Contents



SIGNATURES
  ADVANCED BIOENERGY, LLCDate: February 14, 2008
    
    By:
    
    /s/ Revis L Stephenson IIIRevis L. Stephenson IIIChairman and Chief Executive Officer(Principal Executive Officer)Date: February 14, 2008
    
    By:
    
    /s/ Dean C. RederDean C. RederDirector of Finance & Compliance(Acting Principal Financial and Accounting Officer)




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description
    
    Method of Filing3.1
    
    Certificate of Formation
    
    Incorporated by reference
to Exhibit 2.1 to the
Registrants Current
Report on Form 8-K, filed
on November 8, 2006 (File
No. 000-52421).3.2
    
    Third Amended and Restated
Operating Agreement of the
Registrant
    
    Incorporated herein by
reference to Exhibit 2.2
to the Registrants
Current Report on Form
8-K, filed on November 8,
2006 (File No. 000-52421).31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification by Principal
Executive Officer
    
    Filed Electronically31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification by Principal
Financial and Accounting Officer
    
    Filed Electronically32
    
    Section 1350 Certifications
    
    Filed Electronically
 36