**EXHIBIT 10.1**                 FORM 5130 (10-2005)CTL 2:102 CTL 3:268 Customer No:141967 Note No:101 Note Date: February 13, 2006Farm Credit Services of America**PROMISSORY NOTE (OPERATING LOAN) AND LOAN AGREEMENT**For value received, the undersigned Maker(s) jointly and severally promise to pay in U.S. dollarsto Farm Credit Services of America, PCA, Lender, at its office in Omaha, Nebraska, ororder, the principal sum of ONE MILLION, $1,000,000.00, (Maximum PrincipalBalance), plus interest on the principal remaining from time to time unpaid.MAXIMUM PRINCIPAL BALANCE/ADDITIONAL ADVANCES OPTION (THIS DOES NOT CONSTITUTE A COMMITMENT BYLENDER TO MAKE ANY TYPE OF ADVANCE):Budgeted Credit: Lender, at its option, may advance sums to Maker(s) up to the MaximumPrincipal Balance until April 1, 2006 (Final Advancement Date). Each advance madehereunder will reduce the funds available for future advances by the amount of the advance.Repayments of principal will NOT be available for subsequent advances.Restrictions on Maximum Principal Balance/Additional Advances: The right to request and receivefunds is not assignable. Lender may determine whether Make(s) continues to meet Lender’s creditstandards at the time of each requested advance. Lender, in its sole discretion, may decrease thefunds available for disbursement following this review. The obligation to advance funds may beterminated prior to the First Advancement Date or before the Maximum Principal Balance is reachedif intervening liens have been filed on any collateral given or pledged to secure payment of thisloan since the date of closing, including the filing of a notice of lis pendens, or any Maker orguarantor has given written notice to Lender to terminate this provision of this Note. Lender’stermination of this provision will not alter my/our obligation to make the payments as specified inthis Note.Protective Advances: Lender may make advances to protect the collateral for this Note; suchadvances may be added to the principal sum stated above and will, at Lender’s option, beimmediately due and payable and bear interest at the default interest rate from the date advanceduntil paid.**INTEREST RATE OPTION:** Interest will accrue at the Initial Interest Rate of 8,500 percentper annum, with interest thereafter at the rate provided in the interest rate option specifiedbelow unless the Default Interest provision has been invoked on the loan.Variable Interest Rate: The Interest rate is variable until maturity. A higher or lower rateof interest may be established for any Individual Loan Pricing Classification (ILPC) Indexfor which the loan from time to time qualifies; this higher or lower rate will thereuponapply to the outstanding principal balance of the debt evidenced hereby and will remain ineffect until a different rate of interest is established. The amount of each subsequentpayment will be increased or decreased accordingly to reflect the different rate of interestwithout in any manner changing the due date of the payments. Lender may have up to 15 daysfrom any Index change to change the rate. There is no limitation on the frequency or theamount of the change in the Interest rate.The amount of the change is based on the ILPC Prime Index with a 1,000percent spread.**REPAYMENT:**Interest on the unpaid principal balance is payable annually or at such other times asmay be prescribed from time to time by Lender’s policies or by separate agreement I/we execute withLender. Any interest not paid when due will be added to the principal and the whole will bearinterest at the default interest rate. Principal and interest are due in full on April 1,2006. Payments will be made at the location identified by Lender. Any amounts submitted byme/us will, at Lender’s option, be applied first to the payment of default interest, then toprotective advances and fees, then to accrued interest, and finally to principal to the extent ofthe amount submitted.**CARRY FORWARD INTEREST:**Upon request, this note may also include accrued and unpaid interest fromprevious indebtedness to Lender. This will be the starting balance on Lender’s books for theinterest accrual on this note and is not alone cause for the note to be considered due, past due orin default.**DEFAULT INTEREST:**If any principal, interest, or advance is past due, regardless of the length oftime, or if there is any failure to comply with any covenant, condition, or agreement contained inthis Note, in any loan agreement, or in any mortgage, trust deed,
 

 
security agreement, or other document given to secure payment of this Note, than, at the electionof the holder hereof, all principal, all accrued interest thereon, and all advances will becomeimmediately due and payable without presentment or demand and the whole will bear interest at thedefault interest rate from the date of election until paid. Any attorney fees (to the extentallowed by law), costs, or expenses incurred and advanced by holder to enforce collection of thisNote will be added to the principal and bear interest at the default interest rate from the date ofadvance until paid. At Lender’s option, any condition of default may result in interest beingcharged on all principal, all accrued interest thereon, and all advances at the default ratewithout declaring the loan in default.**Variable Rate:**Default interest will be assessed at a rate which is 6.00 percent per annumhigher than the ILPC Prime Rate Index. If the loan is subsequently brought current, the ILPCmay be re-evaluated and the interest rate adjusted as provided in the Interest Rate Optionprovision of this Note.**ASSUMPTIONS:**This Note is assumable only at the sole discretion of the holder.**WAIVERS AND OTHER PROVISIONS:**The Maker(s) and any endorsers, sureties, and guarantors of thisNote hereby severally waive presentment, demand, notice of nonpayment,, protest, notice of protest,and due diligence in enforcing the payment hereof and consent that the time of payment may beextended from time to time by holder without notice. Each Maker hereby binds their separateestate, existing now or hereafter acquired, for the payment of this Note and agrees that anyrelease of any collateral or of any person liable hereon will not operate as a release of any otherMaker, endorser, surety, or guarantor.In consideration of the advances of any credit by AgriBank, FCB to Lender in reliance upon thisNote, the Makers, sureties, and guarantors of this Note hereby severally waive any and all defensesor right of offset which they may have, individually or collectively, against Lender and itssuccessors or assigns under this Note.**LOAN AGREEMENT:**This Note includes the provisions on the back hereof or attached hereto and anyaddenda or amendments thereto or replacement thereof.**LOAN AGREEMENT:**I/We further understand and agree or certify as follows:**1. Disbursement Authorization.**Any person executing this Promissory Note and Loan Agreement(Agreement) is authorized to request, accept, receive, and receipt for all or any portion of theproceeds of the loan(s) or of any refinance, conversion, extension, additional loan,reamortization, or revision of the same and to execute and approve all agreements required byLender in the disbursement of loan proceeds.Any one of those who have executed and signed this Agreement may initiate/request either by phone,in person, or in writing, disbursements or advances in the form of check, wire, or electronictransfer to an account specified by requester. Lender may also disburse or retain from the initialloan proceeds or any subsequent advance of proceeds any amount required to: (a) purchase stock asset out above; (b) pay any fees or charges assessed in connection with any loan, loan servicingaction, or other service, including optional financial services provided by or through Lender; (c)obtain any evidence of title to any property, real or personal, which secures the loan(s); (d)satisfy any loan closing or title requirements necessary to clear title or obtain a first lien onloan collateral; (e) pay any letters of credit issued for or on behalf of me/us; and (f) otherwiseclose the loan.**2. Stock Ownership/Voting Member.**Stock ownership and voting requirements are already establishedas acknowledged in other documents with Farm Credit Services of America.**3. Financial Information.**To provide Lender on request with financial information in a formatacceptable to Lender.**4. Cross Collateralization/Cross Default.**Unless otherwise specifically limited by the terms andconditions of the security instrument(s), all real or personal property given as collateral forthis loan secures all indebtedness owed to Lender now or in the future. Declaration of defaultunder any loan may, at Lender’s option, cause all loans to be in default, charged interest at thedefault rate stated in the note(s), and declare all sums loaned or advanced and all accruedinterest thereon to be immediately due and payable.The loan(s) may be declared in default for : (a) providing false, misleading, or incompleteinformation to Lender for the purpose of influencing the decision(s) of Lender; (b) selling,transferring, or disposing of property, whether or not the property is collateral for the loan(s),with the intent to defraud Lender; (c) using loan proceeds for purposes not designated and approvedin the loan application; (d) failure to comply with any term, covenant or agreement in any loanapplication, note, mortgage, trust deed, security agreement, loan agreement, or other document orinstrument executed in connection with any loan.
 

 
**5. Environmental Declaration.**All known sources of existing or potential environmentalcontamination on or near any property owned or operated by me/us have been fully disclosed toLender; to comply fully with applicable environmental laws and promptly inform Lender of anyenvironmental contamination discovered on or near any property I/we own or operate; to promptlynotify Lender if I/we or property owned or operated by me/us is or may be subject to investigationby any governmental agency for a violation of environmental laws, or is or may be subject to a lienfor cleanup of environmental hazards. Further, to hold Lender harmless from any liability forenvironmental waste or contamination on any property owned or operated by me/us or liabilityimposed as a consequence of my/our activities and will indemnify Lender against all claims, losses,liabilities, and expenses incurred by Lender as a result thereof. This covenant will survivecancellation or termination of this Agreement.**6. Set Off.**Any voluntary advance conditional payments made by me/us to Lender or any funds heldby Lender in any account are subject to applicable policies and procedures as may be adopted fromtime to time. Lender is granted a security interest in all of the above funds and may exercise theright to apply these funds against any loans or other obligations I/we may owe Lender.**7. Legal Authority/Compliance with Laws.**That I/we are, and shall continue to be, duly organizedvalidly existing and/or legally qualified to do business under the laws of the states in which I/weoperate, in compliance with federal, state and local laws or regulations, and have legal authorityin such states to conduct my/our business operations and to won agricultural real estate. Nochange has been made in the name, ownership, control, legal status or organizational documents ofany undersigned legal entity since the time any such information was last provided to Lender.**8. Rights In Third Parties.**No loan approved hereunder confers an contractual rights or benefitson any third party.**9. No Commitment.**Nothing contained in this or any other document or instrument executed inconnection with the loan(s) will be construed to obligate Lender to make any loan, refinance,advance, revision, or disbursement for any purpose. All advances and disbursements are at theoption of Lender based on Lender’s standards existing at the time of the requested advance ordisbursement.**10. Disclosure.**I/we certify that: (1) I/we have received a copy of the “Customer Information andDisclosure Handbook” and (2) ALL the information provided at any time by me/us or on my/our behalfto Lender is true, accurate, and correct. I/We may designate in writing to Lender the person toreceive future effective interest rate disclosures. Unless so designated, Lender may provide suchdisclosures to any party liable on this note.**11. Construction.**The term “I/we” shall be construed to include the neuter gender and legalentities as required by context. Paragraph headings are illustration only.**12. Designation of Payer of Record.**Revis L. Stephenson is identified as the primarycustomer/payer of record on this loan on behalf of all liable parties to accept and receive taxnotices and any dividends, patronage or other distributions declared under the Bylaws of Lender.This designation will remain in effect until Lender is notified in writing by all liable parties ofany change.**LENDER ENDORSEMENT — FARM CREDIT SERVICES USE ONLY:**Pay to the order of AgriBank, FCB. For valuereceived, we guarantee the payment of the within Note with interest according to is terms, or anyrenewal or extension thereof, and agree in pay all expenses of collection thereof, or in theenforcement of this guarantee, including reasonable attorney fees; and we waive demand for payment,notice of default or nonpayment, protest and notice of protest, presentment, notice of extension,notice of substitution of other collateral, or other indulgence and we agree that the rights of theholder will remain undisturbed notwithstanding any extensions of time of payment, release an/orsubstitution of collateral security or other indulgence granted by such holder.The within Note is hereby endorsed by Lender named in the body of said notes as if the name ofLender were atucally printed under the endorsement.       /s/ Revis L. Stephenson     Revis L. Stephenson  
 

 
   /s/ Robert Holmes    RobertHolmes       /s/ John Porter    JohnPorter       /s/ Richard W. Hughes    RichardW. Hughes       /s/ John E. Lovegrove    JohnE. Lovegrove       /s/ Larry L. Cerny    LarryL. Cerny     Advanced BioEnergy LLC, A Limited Liability Company   By /s/ Revis L. Stephenson       RevisStephenson, [Handwritten: Chairman]                                      [Initialed: RLS]     /s/ Robert E. Bettger    RobertE. Bettger     /s/ Keith E. Spohn    KeithE. Spohn     /s/ Troy L. Otte    TroyL. Otte