EX 10.1  Amendment to Award Agreement



 EXHIBIT 10.1 
 ADVANCED BIOENERGY, LLC 
 AMENDMENT TO AWARD AGREEMENT FOR UNIT
APPRECIATION RIGHT 
 WITH TANDEM NONQUALIFIED UNIT OPTION 

This amendment to Award Agreement for Unit Appreciation Right with Tandem Nonqualified Unit Option (the “Amendment”) is made,
by and between Richard Peterson (the “Grantee”) and Advanced BioEnergy, LLC (the “Company”). 
 W I T N E
S S E T H: 
 WHEREAS, the Company previously granted the Grantee a Unit Appreciation Right (the “UAR”) with a
tandem option (the “Option”) to acquire Units set forth on Appendix A attached hereto (the tandem award of the UAR and the Option, the “Award”); 
 WHEREAS, the Award was memorialized in that certain Award Agreement for Unit Appreciation Right With Tandem Nonqualified Unit Option between the Company and the Grantee (the “Agreement”);

 WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement; 

WHEREAS, Section 20(d) of the Agreement authorizes the Company’s Compensation Committee of the Board of Directors or two or
more non-employee directors of the Company designated by the Board of Directors to administer the Agreement (the “Committee”) to amend the terms of the Agreement, except that no amendment to the Agreement may materially impair the
Grantee’s rights with respect to the Award without the Grantee’s prior written consent, unless such amendment is necessary to comply with applicable law; 
 WHEREAS, on December 13, 2012, the Company’s Board of Directors authorized and declared a special distribution to the Company’s unit holders in the amount of $4.15 per Unit, from the
proceeds of the sale of the Company’s Fairmont, Nebraska ethanol plant (the “Special Distribution”); 
 WHEREAS,
on December 13, 2012, the Board of Directors of the Company approved the amendment of the Agreement to provide that (i) any unvested Units under the Award held by the Grantee on December 13, 2012 be accelerated and vested and
exercisable in full as of that date, (ii) with respect to the exercise of the Option, the Grantee may use the proceeds from the Special Distribution applicable to the Units subject to the Award in exercising the Option, such that the amount
payable by the Grantee to exercise the Option is reduced by the aggregate exercise price of the Special Distribution applicable to the Units so exercised, provided that the Options are exercised on or before the record date for the Special
Distribution and if not exercised prior to December 31, 2012, shall expire, and (iii) the Exercise Price of the Grantee’s Tranche C Units shall be decreased to $4.15 per Unit; and 

WHEREAS, pursuant to the Agreement, including Section 20(d) thereof, this Amendment will automatically apply to all Units effective
as of December 13, 2012, without the need for the Grantee to execute this Amendment because this Amendment does not materially impair the Grantee’s rights with respect to the Award. 







 NOW, THEREFORE, for good and valuable consideration, the Grantee and the Company agree that
the Agreement related to the Award be amended as follows: 
 1. Vesting of Award. The Vesting Schedule is amended as of
December 13, 2012 as follows: 
 Vesting Schedule: 
  

			
	 Dates
	 	 Number of Units as to

Which Award Becomes Vested

	 May 11, 2012
	 	30,000
	 December 13, 2012
	 	120,000

 2. Exercisability of Award as a UAR. Section 3 of the Agreement is hereby amended to provide
as follows: 
 “3. Exercisability of Award as a UAR. To the extent the Award has vested and has not yet expired or
been terminated, you may exercise the Award as a UAR at any time.” 
 3. Exercisability of Award as an Option.
Section 4 of the Agreement is hereby amended to provide as follows: 
 “4. Exercisability of Award as an
Option. To the extent the Award has vested and has not yet expired or been terminated, you may exercise the Award as an Option at any time.” 
 4. Exercise of Award. Section 9 of the Agreement is hereby amended to add at the end the following: 
 “The Grantee may use the proceeds from the Special Distribution (as defined in that certain amendment to the Agreement dated December 13, 2012 payable with respect to all of the Units of Tranche
A, B and C (if such Units were then outstanding) in exercising the Option, such that the aggregate exercise price payable by the Grantee to exercise the Option is reduced by the Special Distribution payable with respect to the Units so exercised and
all such Units so exercised shall be deemed outstanding for purposes of the payment of the Special Dividend in excess of the aggregate exercise price. The notice to exercise must be given to the Company no later than the record date for the payment
of the Special Dividend, and if not exercised by December 31, 2012, this Option for all of the Units of Tranche A, B and C shall thereafter expire. 
 5. Exercise Price of Tranche C Units. Pursuant to the authority granted to the Committee pursuant to Section 20(d) of the Agreement, the exercise price per Unit of the Grantee’s Tranche C
Units set forth in the Agreement is amended to $4.15, such exercise price to be effective as of the record date set forth in paragraph 5. In all other respects, the terms of the Agreement with respect to the Award shall remain in full force and
effect. 







 6. Agreement. All references to the “Agreement” set forth in the Agreement
shall be deemed to be references to the Agreement as amended by this Amendment. 
 7. Headings. The headings set forth in
this Amendment are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Amendment or any term or provision hereof. 

8. Confirmation of the Agreement. Other than as expressly modified pursuant to this Amendment, all provisions of the Agreement
remain unmodified and in full force and effect. 
  

			
	ADVANCED BIOENERGY, LLC
		
	 By:
	 	/s/ Scott Brittenham
		 	 Scott Brittenham
 Chairman
of the Board










 Appendix A 

Summary of Richard Peterson Award 
 No. of Units Subject to Award: 150,000 
 Date of Grant: May 11, 2011 

Expiration Date: May 10, 2021 
 Exercise
Price Schedule: 
  

					
	 Tranche
	 	 Number of Units in Tranche
	 	 Exercise Price Per Unit in Tranche

	 Tranche A
	 	50,000	 	$1.50
	 Tranche B
	 	50,000	 	$3.00
	 Tranche C
	 	50,000	 	$4.50

 Vesting Schedule: 
  

			
	 Dates
	 	 Number of Units as to Which Award Becomes Vested(1)

	 May 11, 2012
	 	30,000
	 May 11, 2013
	 	30,000
	 May 11, 2014
	 	30,000
	 May 11, 2015
	 	30,000
	 May 11, 2016
	 	30,000

 (1) Of the 30,000 Units as to which the Award vests on each Scheduled Vesting Date, 10,000 Units come from each Exercise
Price Tranche.