##### 



Exhibit 10.6
 $7,000,000
 
 LOAN AND TRUST AGREEMENT
  COUNTY OF FILLMORE
STATE OF NEBRASKA
 ADVANCED BIOENERGY, LLC
  WELLS FARGO BANK, N.A.




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    31.01. Definitions
    
    
    31.02. Use of Phrases; Rules of Construction
    
    
    16ARTICLE II ISSUANCE AND TERMS OF BONDS
    
    
    162.01 Creation of Bonds for Issuance
    
    
    162.02. Redemption of Bonds Prior to Maturity
    
    
    172.03. Purchase and Cancellation of Bonds
    
    
    202.04. Notice of Redemption
    
    
    202.05. Bonds to be Limited Obligations of the Issuer
    
    
    212.06. Source of Payment
    
    
    212.07. Form of Bonds
    
    
    212.08. Execution of Bonds
    
    
    222.09. Authentication
    
    
    222.10. Provision for Registration, Transfer and Exchange of Bonds
    
    
    222.11. Book-Entry System of Bonds
    
    
    232.12. Persons Treated as Bondowners
    
    
    242.13. Manner of Payment of Bonds
    
    
    242.14. Mutilated, Lost, Stolen or Destroyed Bonds
    
    
    242.15. Disposition of Bonds Upon Payment; Safekeeping of Bonds Surrendered for Exchange
    
    
    252.16. Nonpresentment of Bonds
    
    
    252.17. Delivery of Bonds
    
    
    252.18. Additional Bonds
    
    
    262.19. Parity
    
    
    262.20. Discharge
    
    
    26ARTICLE III FUNDS AND ACCOUNTS
    
    
    283.01. Application of Proceeds of Bonds
    
    
    283.02. Creation of Funds and Accounts
    
    
    283.03. Project Fund
    
    
    293.04. Condemnation and Awards Fund
    
    
    303.05. Payments into Bond Fund
    
    
    323.06. Application of Bond Fund Moneys
    
    
    333.07. Debt Service Reserve Fund
    
    
    343.08. Payments into Earnings Fund: Application of Earnings Fund
    
    
    363.09. Payments into Rebate Fund; Application of Rebate Fund
    
    
    363.10. Investment of Funds and Accounts
    
    
    373.11. Application of Moneys in Certain Funds for Retirement of Bonds
    
    
    403.12. Moneys to be Held in Trust
    
    
    403.13. Repayment to the Company from the Funds
    
    
    40ARTICLE IV TERMS OF LOAN
    
    
    404.01. Amount and Source of Loan
    
    
    404.02. Withdrawals from the Project Costs Account
    
    
    404.03. Establishment of Completion Date
    
    
    42




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##### 



4.04. Conditions of Final Draw
    
    
    434.05. Repayment of Loan
    
    
    444.06. Additional Payments
    
    
    444.07. Companys Obligations Unconditional
    
    
    444.08. Prepayment of Loan
    
    
    45ARTICLE V ISSUERS REPRESENTATIONS AND COVENANTS
    
    
    455.01. Payment of Principal and Interest
    
    
    455.02. Performance of and Authority for Covenants
    
    
    455.03. Right to Payments; Instruments of Further Assurance
    
    
    455.04. Title to Facility
    
    
    465.05. Cooperation of the Issuer and Trustee
    
    
    46ARTICLE VI COMPANYS REPRESENTATIONS AND COVENANTS
    
    
    466.01. Representations by the Company
    
    
    466.02. Completion of Project by the Company
    
    
    476.03. Revisions to Construction Schedules
    
    
    476.04. Payment of Project Costs by the Company
    
    
    476.05. Sums for Completion
    
    
    486.06. Final Acceptance of the Project
    
    
    486.07. Company to Repair, Replace, Rebuild or Restore
    
    
    486.08. Maintenance of Facility; Insurance
    
    
    496.09. Inspection of Facility
    
    
    496.10. Compliance with Zoning Laws
    
    
    506.11. Use of Facility and Bond Proceeds
    
    
    506.12. No Material Impairment of Value
    
    
    506.13. Facility Operation
    
    
    506.14. Licenses and Permits
    
    
    506.15. Title to Property
    
    
    506.16. Payment of Taxes
    
    
    506.17. Limitation on Liens
    
    
    506.18. Environmental Compliance
    
    
    516.19. Indemnification
    
    
    516.20. Assurance of Tax Exemption
    
    
    526.21. Business of Company
    
    
    526.22. Existence; Compliance with Laws; Maintenance of Business; Taxes
    
    
    526.23. Continuing Disclosure Agreement
    
    
    53ARTICLE VII POWERS AND DUTIES OF TRUSTEE
    
    
    537.01. Trustee; Appointment and Acceptance of Duties
    
    
    537.02. Registrar and Paying Agents; Appointment and Acceptance of Duties
    
    
    547.03. Responsibilities of Fiduciaries
    
    
    547.04. Evidence on Which Fiduciaries May Act
    
    
    557.05. Compensation of Fiduciaries
    
    
    557.06. Permitted Acts and Functions
    
    
    567.07. Resignation of Trustee
    
    
    567.08. Removal of Trustee
    
    
    567.09. Appointment of Successor Trustee
    
    
    567.10. Transfer of Rights and Property to Successor
    
    
    577.11. Merger, Conversion or Consolidation
    
    
    577.12. Resignation or Removal of Registrar and Paying Agents and Appointment of Successors
    
    
    587.13. Co-Trustees
    
    
    587.14. Recordkeeping
    
    
    59




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ARTICLE VIII BOND DEFAULTS AND REMEDIES
    
    
    598.01. Bond Defaults Defined
    
    
    598.02. Acceleration
    
    
    598.03. Remedies
    
    
    598.04. Right of Bondowners to Direct Proceedings
    
    
    608.05. Waiver of Certain Rights
    
    
    608.06. Application of Moneys
    
    
    608.07. Remedies Vested in Trustee
    
    
    628.08. Rights and Remedies of Bondowners
    
    
    628.09. Termination of Proceedings
    
    
    628.10. Waivers of Bond Defaults
    
    
    62ARTICLE IX DEBT SERVICE COVERAGE RATIO
    
    
    63ARTICLE X LOAN DEFAULTS AND REMEDIES
    
    
    6310.01. Loan Defaults Defined
    
    
    6310.02. Certain Notices to Company
    
    
    6410.03. Acceleration Upon Certain Circumstances
    
    
    6410.04. Remedies
    
    
    6410.05. Disposition of Funds
    
    
    6510.06. Manner of Exercise
    
    
    6510.07. Attorneys Fees and Expenses
    
    
    6510.08. Effect of Waiver
    
    
    6510.09. Waiver of Stay or Extension Laws
    
    
    6510.10. Limitation of Actions Subordination Agreement
    
    
    65ARTICLE XI AMENDMENTS
    
    
    6511.01. Powers of Amendment
    
    
    6511.02. Consent of Bondowners
    
    
    6611.03. Modifications by Unanimous Consent
    
    
    6711.04. Mailing
    
    
    6711.05. Exclusion of Bonds
    
    
    6711.06. Notation on Bonds
    
    
    68ARTICLE XII GENERAL
    
    
    6812.01. Notices
    
    
    6812.02. Consent of Bondowners
    
    
    6812.03. Limitation of Rights
    
    
    6812.04. Captions
    
    
    6912.05. Execution Counterparts
    
    
    6912.06. Severability
    
    
    6912.07. Binding Effect
    
    
    6912.08.Governing Law
    
    
    69EXHIBITSExhibit A Form of Bond
    
    
    A-1Exhibit B Form of Borrowers Requisition
    
    
    B-1Exhibit C Project Description
    
    
    C-1




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$7,000,000
County of Fillmore,
State of Nebraska,
Subordinate Exempt Facilities Revenue Bonds, Series 2006A
(Advanced BioEnergy, LLC Ethanol Plant Project)
 LOAN AND TRUST AGREEMENT
   ,




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Exhibit A
   Granting Clauses
 Division I
  Division II
 Exhibit C
 2




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Division III
  Division IV
  Excepted Property
    ARTICLE I
  Definitions
 Act
 Affiliate of a Person
 3




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Authorized Officer of the Company
 Authorized Officer of the Issuer
 Bankruptcy Condition
 Bond Amount
 Bond Counsel
 Bond Proceeds
 Bond Register
 Bond Year
 Bondowners Owners
 Bonds
 Business Day
 Capital Expenditures
 Capitalized Lease
 Capitalized Lease Obligation
 Chairperson
 4




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Code
 Company
 Companys Address
 
 Companys Certificate
 Companys Organizational Documents
 Companys Requisition
 Completion Date
 Construction Draw Amount
 Continuing Disclosure Agreement
 Control
 5




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Counsel
 Counsels Opinion
 County
 Debt Service Coverage Ratio
 Debt Service Requirement
 Debt Service Reserve Fund
 Debt Service Reserve Fund Requirement
 Debt Service Reserve Fund Facility
 Deed of Trust
 Determination of Taxability
 6




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Environmental Law
 Environmental Liability
 Event of Default
 Facility
 7




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Fiduciary
 Fiscal Year of the Company
 GAAP
 Government Authority
 Government Obligations
 Hazardous Substance
 8




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Indebtedness
 Independent Accountant
 Inspecting Engineer
 Interest Expense
 Interest Rate Agreement
 Investment in a Person
 Issuer
 Issuers Address
 
 9




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Lien
 Loan
 Loan and Trust Agreement
 Loan Documents
 Loan Repayments
 Long-Term Indebtedness
 Mortgaged Property
 Net Income
 Net Proceeds
 Net Worth
 10




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Note
 Official Statement
 Opinion of Counsel
 Original Issue Date
 Original Purchaser
 Outstanding Bonds Outstanding
    Paying Agent
 Payment Date
 Permitted Encumbrances
 Person
 Pledged Revenues
 11




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Principal Amortization Requirements
 Principal Amount
 Principal Installment
 Principal Installment Payment Date
 Project
 Project Agreements
 Project Costs
      12




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Property
 Qualified Investments
 Record Date
 Redemption Date
 13




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Redemption Price
 Registered Bondowner
 Registrar
 Representation Letter
 Requirements of Law
 S&P
 Security Documents
 Senior Lender
 Short-Term Indebtedness
 Sinking Fund Installments
 Special Record Date
 Special Tax Counsel
 14




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State
 Stated Maturity
 Statute
 Subordination Agreement
 Subordinate Indebtedness
 Subsidiary
 Supplemental Loan and Trust Agreement
 Tax Regulatory Agreement
 Trustee
 Trustees Address Trustees Principal Office
 
 Trust Funds
 Unassigned Rights
 15




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Warranties
 Yield
 Use of Phrases; Rules of Construction
 Herein hereby hereunder hereof
     ARTICLE II
  Creation of Bonds for Issuance
 
   16




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Due
    
    Principal
    
    InterestDecember 1
    
    Amount
    
    Rate2017
    
    $
    7,000,000
    
    
    
    6.75
    %
      Redemption of Bonds Prior to Maturity
 Mandatory Sinking Fund Redemption
 17




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Sinking Fund
    
    SinkingInstallment
    
    FundPayment Date
    
    Installment2010*
    
    $
    815,0002011
    
    
    815,0002012
    
    
    815,0002013
    
    
    815,0002014
    
    
    815,0002015
    
    
    815,0002016
    
    
    815,0002017
    
    
    1,295,000
 
  Mandatory Redemption of Bonds on Completion Date
 Optional Redemption or Purchase
 Redemption or Purchase Dates(both dates inclusive)
    
    Redemption or Purchase PricesDecember 1, 2012 to November 30, 2013
    
    
    102
    %December 1, 2013 to November 30, 1014
    
    
    101
    %December 1, 2014 and thereafter
    
    
    100
    %
 Mandatory Redemption Upon Determination of Taxability
 18




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Mandatory Redemption Upon Occurrence of Certain Extraordinary Events
     Optional Redemption Upon Occurrence of Certain Extraordinary Events
    19




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Purchase and Cancellation of Bonds ipso facto
 Notice of Redemption
 20




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Bonds to be Limited Obligations of the Issuer
 Source of Payment
 Form of Bonds
 21




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Execution of Bonds
  Authentication
 Provision for Registration, Transfer and Exchange of Bonds
  22




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Book-Entry System of Bonds
     23




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Persons Treated as Bondowners
 Manner of Payment of Bonds
   Mutilated, Lost, Stolen or Destroyed Bonds
 24




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Disposition of Bonds Upon Payment; Safekeeping of Bonds Surrendered for
Exchange
 Nonpresentment of Bonds
  Delivery of Bonds
    25




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(d)
    
    Certification that the Company has contributed owners equity in the amount of
$246,000 to pay for costs of issuance, and that any excess shall be deposited with the
Trustee for deposit first into the Capitalized Interest Account, secondly into the Debt
Service Reserve Fund, and lastly into the Project Costs Account; and(e)
    
    An opinion from Bond Counsel to the effect that interest on the Bonds shall not
be included in gross income for federal or state income tax purposes.
 Additional Bonds
 Parity
 Discharge
 26




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27




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ARTICLE III
  Application of Proceeds of Bonds
     Creation of Funds and Accounts
  
   
     28




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Project Fund
 Issuance Expense Account
 Capitalized Interest
  Project Costs Account
 29




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Condemnation and Awards Fund
 30




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31




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Payments into Bond Fund
        32




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Application of Bond Fund Moneys
    33




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Debt Service Reserve Fund
  34




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35




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Payments into Earnings Fund: Application of Earnings Fund
     Payments into Rebate Fund; Application of Rebate Fund
 36




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Investment of Funds and Accounts
 37




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38




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(iii)
    
    The fair market value of a certificate of deposit is its
purchase price if it has a fixed rate of interest, a fixed payment schedule,
and a substantial penalty for early withdrawal and the yield on the certificate
of deposit is not less than (1) the yield on reasonably comparable direct
obligations of the United States, and (2) the highest yield published or posted
by the provider to be currently available on reasonably comparable certificates
of deposit offered to the public.
  39




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Application of Moneys in Certain Funds for Retirement of Bonds
 Moneys to be Held in Trust
 Repayment to the Company from the Funds
 ARTICLE IV
  Amount and Source of Loan
 Withdrawals from the Project Costs Account
  40




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41




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Establishment of Completion Date
  42




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Conditions of Final Draw
   43




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Repayment of Loan th th
 Additional Payments
   Companys Obligations Unconditional
 44




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Prepayment of Loan
   ARTICLE V
  Payment of Principal and Interest
 Performance of and Authority for Covenants
 Right to Payments; Instruments of Further Assurance
 45




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Title to Facility
 Cooperation of the Issuer and Trustee
 ARTICLE VI
  Representations by the Company
    46




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Completion of Project by the Company
 Revisions to Construction Schedules
 Payment of Project Costs by the Company
 47




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Sums for Completion
 Final Acceptance of the Project
 Company to Repair, Replace, Rebuild or Restore
     48




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Maintenance of Facility; Insurance
    Inspection of Facility
 49




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Compliance with Zoning Laws
 Use of Facility and Bond Proceeds
 No Material Impairment of Value
 Facility Operation
 Licenses and Permits
 Title to Property
 Payment of Taxes
 Limitation on Liens
 50




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Environmental Compliance
 Indemnification
        51




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Assurance of Tax Exemption
 Business of Company
 Existence; Compliance with Laws; Maintenance of Business; Taxes
        52




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Continuing Disclosure Agreement
 ARTICLE VII
  Trustee; Appointment and Acceptance of Duties
 53




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Registrar and Paying Agents; Appointment and Acceptance of Duties
        Responsibilities of Fiduciaries
 54




---



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Evidence on Which Fiduciaries May Act
      Compensation of Fiduciaries
  55




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Permitted Acts and Functions
 Resignation of Trustee
 Removal of Trustee
 Appointment of Successor Trustee
 56




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Transfer of Rights and Property to Successor
 Merger, Conversion or Consolidation
 57




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Resignation or Removal of Registrar and Paying Agents and Appointment of
Successors
  Co-Trustees
  58




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Recordkeeping
 ARTICLE VIII
  Bond Defaults Defined
    Acceleration
 Remedies
 59




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Right of Bondowners to Direct Proceedings
 Waiver of Certain Rights
 Application of Moneys
  60




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First
 Second
 Third
    61




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Remedies Vested in Trustee
 Rights and Remedies of Bondowners
 Termination of Proceedings
 Waivers of Bond Defaults
 62




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ARTICLE IX
   ARTICLE X
  Loan Defaults Defined
    63




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Certain Notices to Company
 Acceleration Upon Certain Circumstances
 Remedies
 64




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Disposition of Funds
 Manner of Exercise
 Attorneys Fees and Expenses
 Effect of Waiver
 Waiver of Stay or Extension Laws
 Limitation of Actions; Subordination Agreement
 ARTICLE XI
  Powers of Amendment
 65




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Consent of Bondowners
 66




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Modifications by Unanimous Consent
 Mailing
 Exclusion of Bonds
 67




---



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Notation on Bonds
 ARTICLE XII
  Notices
   Consent of Bondowners
 Limitation of Rights
 68




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Captions
 Execution Counterparts
 Severability
 Binding Effect
 Governing Law
  69




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COUNTY OF FILLMORE, STATE OF NEBRASKAATTEST:By:
    
    /s/ Robert W. MuellerChairperson/s/ Amy NelsonSecretaryADVANCED BIOENERGY, LLCBy:
    
    /s/ Revis L. Stephenson III, Chairman[Name], [Title]By:
    
    /s/ Larry L. Cerny, Sec.[Name], [Title]WELLS FARGO BANK, N.A.,
as TrusteeBy:
    
    /s/ Chad W. ShirkName:
    
    Chad W. ShirkTitle:
    
    Vice PresidentBy:
    
    /s/ Richard K. DeBuse IIName:
    
    Richard K. DeBuse IITitle:
    
    Vice President
 70




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EXHIBIT A
 FORM OF BOND
  
 
 Original IssueNumber
    
    Rate
    
    Maturity Date
    
    Date
    
    Amount
    
    CUSIP No.REGISTERED OWNER:
    
    CEDE & CO.PRINCIPAL AMOUNT:
  A-1




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Authority
  Maturity; Repayment of Principal; Interest
   A-2




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Optional Redemption or Purchase of Bonds
 Redemption or Purchase Dates(both dates inclusive)
    
    Redemption or Purchase PricesDecember 1, 2012 to November 30, 2013
    
    
    102
    %December 1, 2013 to November 30, 1014
    
    
    101
    %December 1, 2014 and thereafter
    
    
    100
    %
 Mandatory Sinking Fund Redemption
 Sinking Fund
    
    SinkingInstallment
    
    FundPayment Date
    
    Installment2010
    
    $
    815,000.002011
    
    
    815,000.002012
    
    
    815,000.002013
    
    
    815,000.002014
    
    
    815,000.002015
    
    
    815,000.002016
    
    
    815,000.002017 (maturity)
    
    
    1,295,000.00
 Mandatory Redemption Upon Occurrence of Certain Extraordinary Events
   A-3




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Optional Redemption Upon Occurrence of Certain Extraordinary Events
     A-4




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Mandatory Redemption of Bonds on Completion Date
 Redemption Upon Determination of Taxability
 Prepayment of Bonds
 Notice and Effect of Redemption
 A-5




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Other Provisions
  A-6




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A-7




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COUNTY OF FILLMORE, IN THE STATE OF NEBRASKABy:Chairperson, Board of SupervisorsATTEST:County Clerk
 CERTIFICATE OF AUTHENTICATION
  WELLS FARGO BANK, N.A.,
as TrusteeDate of Authentication:By:Authorized Signatory
 A-8




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ASSIGNMENT
 
  
   
   Dated:NOTICE: Signature(s) must be guaranteed
by a commercial bank, broker, dealer,
municipal or government securities broker or
dealer, credit union, national securities
exchange, registered securities association, Clearing agency or savings association.
    
    NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within Bond in every
particular, without alteration or enlargement
or any change whatsoever.
 A-9




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EXHIBIT B
 FORM OF COMPANYS REQUISITION
(Series 2006A Bonds)
  
 Re:
    
    $7,000,000 County of Fillmore, State of Nebraska, Subordinate Exempt Facilities Revenue
Bonds, Series 2006A (Advanced BioEnergy, LLC Ethanol Plant Project)
  
  Schedule A
  Schedule
 B-1




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Schedule C
 Schedule C
    Schedule D
 
 
   B-2




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ADVANCED BIOENERGY, LLCBy:
    , Member B-3




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EXHIBIT C
 C-1