exv10w6






Exhibit 10.6




Amendment No. 1 




to 



Voting Agreement



     This Amendment No. 1 to Voting Agreement (this “Amendment”) is made and
entered into as of this 7th day of April, 2010, 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 (“EIP”), Ethanol Capital Partners, Series R, LP, a Delaware limited
partnership (“Series R”), Ethanol Capital Partners, Series T, LP, a Delaware limited
partnership (“Series T”), Tennessee Ethanol Partners, LP, a Delaware limited partnership
(“TEP” and together with EIP, Series R and Series T, the “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. The Company, Hawkeye, EIP, SDWG and the Directors entered into that certain Voting
Agreement (the “Original Voting Agreement”) dated as of August 28, 2009. Capitalized
terms used herein but not otherwise defined have the meaning given to them in the Original Voting
Agreement.



     B. Prior to the date hereof, EIP acquired 2,750,000 units of membership interests
(“Units”) in the Company, TEP acquired 500,000 Units of the Company, Series R acquired
318,420 Units of the Company and Series T acquired 475,462 Units of the Company.



     C. Clean Energy Capital, LLC (“CEC”) (f/k/a Ethanol Capital Management, LLC) is the
sole manager of EIP and is the general partner and investment advisor to, and has sole voting and
dispositive power over the assets of, each limited liability company member of EIP.



     D. CEC is also the general partner and investment advisor to, and has sole voting and sole
dispositive power over the assets of, TEP, Series R and Series T.



     E. TEP, Series R and Series T are currently not parties to the Original Voting Agreement.



     F. The Parties desire to add TEP, Series R and Series T as parties to the Original Voting
Agreement and to amend the Original Voting Agreement as set forth in this Amendment.



Agreement




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


1. Additional Parties. By execution of this Amendment, TEP, Series R and Series T are
hereby added as parties to the Original Voting Agreement.








 









 







2. Amendment of Article 1. Article 1 of the Original Voting Agreement is hereby amended to
add a new Section 1.10 as follows:





1.10 Amendment to Operating Agreement. Each of the Members will, at and in
connection with the next meeting of the Company’s members held to consider proposed changes
to the Company’s Third Amended and Restated Operating Agreement (the “Operating
Agreement”), as applicable:




	 	(a)	 	if the Member is a Director, recommend to the members (or other security
holders) of the Company the proposed changes to the Operating Agreement substantially
as set forth in the proposed Fourth Amended and Restated Operating Agreement of the
Company attached to this Amendment as Exhibit A (the “Proposed Changes”);
	 
	 	(b)	 	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, in favor of adopting the Proposed Changes; and
	 
	 	(c)	 	not intentionally take any action that would result in the failure to adopt the
Proposed Changes by the members of the Company, including but not limited to granting
any proxy with respect to any Units that is consistent with his, her or its obligations
under this Amendment.




3. Governing Law. This Amendment 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.



4. Counterparts. This Amendment 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.



5. Miscellaneous. Except as specifically amended herein, the Original Voting Agreement
shall remain in full force and effect, as so amended. Any reference to this “Amendment,” shall
include the Background information set forth in the beginning of this Amendment.




*****

[Remainder of page intentionally left blank]




2









 






     In Witness Whereof, the Parties hereto have executed this Amendment No. 1 to Voting
Agreement on the date first above written.



	 	 	 	 	 
	 	Advanced BioEnergy, LLC

 	 
	 	By:  	/s/ Richard R. Peterson
 	 
	 	 	Name:  	Richard R. Peterson 	 
	 	 	Its:  CEO 	 
	 



			
	Signature Page to Amend. No. 1 to ABE Voting Agreement
	 	 






 









 






	 	 	 	 	 
	 	Ethanol Investment Partners, LLC

 	 
	 	By:  	/s/ Scott Brittenham
 	 
	 	 	Name:  	Scott Brittenham 	 
	 	 	Its:  President 	 
	 
	 	Ethanol Capital Partners, Series R, LP

By: Clean Energy Capital, LLC

Its: General Partner

 	 
	 	By:  	/s/ Scott Brittenham
 	 
	 	 	Name:  	Scott Brittenham 	 
	 	 	Its: President 	 
	 
	 	Ethanol Capital Partners, Series T, LP

By: Clean Energy Capital, LLC

Its: General Partner

 	 
	 	By:  	/s/ Scott Brittenham
 	 
	 	 	Name:  	Scott Brittenham 	 
	 	 	Its: President 	 
	 
	 	Tennessee Ethanol Partners, LP

By: Clean Energy Capital, LLC

Its: General Partner

 	 
	 	By:  	/s/ Scott Brittenham
 	 
	 	 	Name:  	Scott Brittenham 	 
	 	 	Its: President 	 
	 



			
	Signature Page to Amendment No. 1 to ABE Voting Agreement
	 	 






 









 






	 	 	 	 	 
	 	Hawkeye Energy Holdings, LLC

 	 
	 	By:  	/s/ Timothy B. Callahan
 	 
	 	 	Name:  	Timothy B. Callahan 	 
	 	 	Its:  Chief Financial Officer 	 
	 
	 	South Dakota Wheat Growers Association

 	 
	 	By:  	/s/ Dale Locken
 	 
	 	 	Name:  	Dale Locken 	 
	 	 	Its: CEO/Treasurer 	 
	 



			
	Signature Page to Amendment No. 1 to ABE Voting Agreement
	 	 






 









 






	 	 	 
	Directors:
	 	 
	 
	/s/ Richard Peterson 
 
	 	/s/ Troy Otte 
	 

	 	 
	Richard Peterson

	 	Troy Otte
	Director

	 	Director
	 
	/s/ John E. Lovegrove 


	 	/s/ Keith E. Spohn
	 

	 	 
	John E. Lovegrove
	 	Keith E. Spohn
	Director
	 	Director
	 
		 	/s/ Thomas Ravencroft
		 	 
		 	Thomas Ravencroft
		 	Director
	 





			
	Signature Page to Amendment No. 1 to ABE Voting Agreement