Exhibit
        10.1

    

     

    AMENDMENT

    TO
      THE

    MASTER
      LOAN AGREEMENT


    


    THIS
      AMENDMENT
      is
      entered into as of September 22, 2008, between CoBANK,
      ACB
      (“CoBank”) and SOUTH
      DAKOTA SOYBEAN PROCESSORS, LLC, Volga, South Dakota
      (the
“Company”).

    


    BACKGROUND

    


    CoBank
      and the Company are parties to a Master Loan Agreement dated October 6, 2005
      (such agreement, as previously amended, is hereinafter referred to as the
“MLA”). CoBank and the Company now desire to amend the MLA. For that reason, and
      for valuable consideration (the receipt and sufficiency of which are hereby
      acknowledged), CoBank and the Company agree as follows:

    


    I. Section
      9(E) of the MLA is hereby amended and restated to read as follows:

    


    SECTION
      9. Negative Covenants.
      Unless
      otherwise agreed to in writing by CoBank, while this agreement is in effect
      the
      Company will not:

    


    (E) Loans
      and Investments.
      Make any
      loan or advance to any person or entity, or purchase any capital stock,
      obligations or other securities of, make any capital contribution to, or
      otherwise invest in any person or entity, or form or create any partnerships
      or
      joint ventures except:

    (i)
      trade
      credit extended in the ordinary course of business; and (ii) loans or advances
      by the Company to Urethane Soy Systems Company in an aggregate principal amount
      not to exceed $8,500,000.00 at any one time outstanding.

    


    2. Except
      as
      set forth in this amendment, the MLA, including all amendments thereto, shall
      continue in fill force and effect as written,

    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this amendment to be executed by their duly authorized
      officers as of the date shown above.

    


    
      	
              CoBANK,
                ACB

            	 	
              SOUTH
                DAKOTA SOYBEAN

            
	 	 	
              PROCESSORS,
                LLC

            
	 	 	 
	 	 	 
	
              By:
                

            	
              /s/
                Tokie Akrie

            	 	
              By:
                

            	
              /s/
                Rodney Christian

            
	 	 	 	 	 
	
              Title:
                

            	
              Assistant
                Corporate Secretary

            	 	
              Title:
                

            	
              CEO

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.1

       

      NOTICE
        TO BORROWER

    

    


    THE
      FOLLOWING DISCLOSURE RELATES TO THE AT RISK NATURE OF THE EQUITY
      INVESTMENT REQUIRED AS A CONDITION TO AN EXTENSION OF CREDIT. PLEASE
      READ THESE MATERIALS CLOSELY WHEN EVALUATING THE PROPOSED CREDIT
      TERMS.

    


    You
      have
      received, or the bank has made available to you, the bank’s most recent annual
      report, the most recent quarterly report, a copy of the Bylaws, and a copy
      of
      the current Capital Plan.

    


    As
      a
      condition to the extension of credit, borrowers are required to own equity
      in
      the bank. Equity ownership requirements are established by the board of
      directors from time to time as set forth in the Capital Plan. Currently the
      Capital Plan requires each active stockholder to own a minimum investment of
      the
      bank’s capital of $1,000 or 2 percent of the loan, whichever is less. After this
      minimum level is achieved, all future capitalization requirements will be made
      through retained patronage earnings and no additional out-of-pocket equity
      purchases beyond the initial investment will be required. Equity of owners
      whose
      current investment is above target level will be available for retirement
      until the target equity level is reached. The Capital Plan may be amended from
      time to time by the board of directors. Such amendments may increase the amount
      of capital required to be invested to maintain a loan.

    


    Equity
      will be retired and patronage distributions will be made in accordance with
      theBylaws
      and Capital Plan, as may be amended from time to time. ALL EQUITY IN THE BANK:
      (1) IS RETIREABLE ONLY AT THE DISCRETION OF THE BOARD OF
      DIRECTORS AND
      THEN
      ONLY IF MINIMUM CAPITAL STANDARDS ESTABLISHED BY LAW ARE MET; AND (2) IS AN
      INVESTMENT IN THE BANK THAT IS AT RISK AND SHOULD NOT BE CONSIDERED EQUIVALENT
      TO A COMPENSATING BALANCE. AT PRESENT, THE BANK MEETS ITS MINIMUM CAPITAL
      STANDARDS AND KNOWS OF NO REASON WHY IT SHOULDNT CONTINUE TO MEET THOSE
      STANDARDS ON THE BANK’S NEXT EARNINGS DISTRIBUTION DATE.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.1

       

    

    STATUSED
      REVOLVING CREDIT SUPPLEMENT


    


    THIS
      SUPPLEMENT to
      the
Master
      Loan
      Agreement dated October 6, 2005 (the “MLA”),
      is entered
      into as of September 22, 2008 between CoBANK,
      ACB (“CoBank”)
      and
      SOUTH
      DAKOTA SOYBEAN
      PROCESSORS, LLC, Volga, South Dakota
      (the
“Company”), and amends and restates the Supplement dated July 17, 2008 and
      numbered RJBO51S01G.

    


    SECTION
      1. The Revolving Credit Facility.
      On the
      terms and conditions set forth in the MLA and this Supplement, CoBank agrees
      to
      make loans to the
      Company during the period set forth
      below in an aggregate principal amount not to exceed, at any one
      time
      outstanding, the lesser of $40,000,000.00 (the Commitment”), or the “Borrowing
      Base” (as calculated pursuant to the Borrowing Base Report attached hereto as
      Exhibit A). Within the limits of the Commitment, the Company may borrow, repay
      and reborrow.

    


    SECTION
      2. Purpose. The
      purpose of the Commitment is to finance the inventory
      and
      receivables referred
      to in the Borrowing Base Report.

    


    SECTION
      3. Term. The
      term
      of the Commitment shall
      be
      from the date hereof, up to and including
      December 1, 2008, or such later date as CoBank may, in its sole discretion,
      authorize in writing.

    


    SECTION
      4. Interest.
      The
      Company agrees to pay interest on
      the
      unpaid balance of the loan(s) in accordance with one or
      more
      of the following interest rate options, as selected by the Company:

    


    (A) CoBank
      Base Rate.
      At
      a rate
      per
      annum equal at all times to 1/2 of
      1%
      below the rate of interest established by CoBank from time to time as its CoBank
      Base Rate, which rate is intended by CoBank
      to
      be a reference rate and not its lowest rate. The CoBank Base Rate will change
      on
      the date established by CoBank as the effective date of any change
      therein and CoBank agrees to notify the Company
      of any such change.

    


    (B) Quoted
      Rate.
      At a
      fixed rate per annum to be quoted by CoBank in its sole discretion in each
      instance. Under this option, rates may be fixed on such balances and for such
      periods, as may be agreeable to CoBank in its sole discretion in each instance,
      provided that: (1) the minimum fixed period shall be 30 days; (2) amounts
may
      be
      fixed in
      increments of $500,000.00 or multiples thereof; and (3)
      the maximum
      number of fixes in place at any one time shall be ten.

    


    The
      Company shall select the applicable rate option at the time it requests a loan
      hereunder and may, subject to the limitations set forth above, elect to convert
      balances bearing interest at the variable rate option to one of the fixed rate
      options. Upon the expiration of any fixed rate period, interest shall
      automatically accrue at the variable rate option unless the amount fixed is
      repaid or fixed for an additional period in accordance with the terms hereof.
      Notwithstanding the foregoing, rates may not be fixed for periods expiring
      after
      the maturity date of the loans. All elections provided for herein shall be
      made
      telephonically or in writing and must be received by 12:00 Noon Company’s herein
      shall be made telephonically
      or in writing and must be received by 12:00 Noon Company’s local time. Interest
      shall be calculated on the actual number of days each loan is outstanding on
      the
      basis of a year consisting of 360 days and shall be payable monthly in arrears
      by the 20th day of the following month or on such other day in such month as
      CoBank shall require in a written notice to the Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.1

    

     

    Statused
      Revolving Credit Supplement RIBO5 ISO 1H

    SOUTH
      DAKOTA SOYBEAN PROCESSORS 

    Volga,
      South Dakota           

    


    SECTION
      5. Promissory Note.
      The
      Company promises to repay the unpaid principal balance of the loans
      on
      the
      last day
      of
      the
      term of the Commitment. In addition to the above, the Company promises to pay
      interest on the unpaid principal balance of the loans
      at
      the
      times and in accordance with the provisions set forth in Section 4 hereof,
      This
      note replaces and supersedes, but does not constitute payment of the
      indebtedness evidenced by, the promissory note set forth
      in
      the
      Supplement being amended and
      restated
      hereby.

    


    SECTION
      6. Borrowing Base Reports, Etc.
      The
      Company agrees to furnish a Borrowing Base Report
      to
      CoBank
      at such times or intervals as CoBank may
      from
      time
      to time request. Until receipt of such a request, the Company agrees to furnish
      a Borrowing Base Report to CoBank within 30 days after each month end
      calculating the Borrowing Base as of the last day of the month for which the
      Report is being furnished. However, if no balance is outstanding hereunder
      on
      the last
      day
      of
      such month, then no Report need be furnished. Regardless of the frequency of
      the
      reporting, if at any time the amount outstanding under the Commitment exceeds
      the Borrowing Base, the Company shall immediately notify
      CoBank
      and repay so much of the loans as is necessary to reduce the amount outstanding
      under the Commitment to the limits of the Borrowing Base.

    


    SECTION
      7. Letters of Credit.
      If
      agreeable to CoBank in its sole discretion in each instance, in addition to
      loans, the Company may utilize the Commitment to open irrevocable letters of
      credit for its account. Each letter of credit will be issued within a reasonable
      period of time after CoBank’s receipt of a duly completed and executed copy of
      CoBank’s then current form of Application and Reimbursement Agreement or, if
      applicable, in accordance with the terms of any CoTrade Agreement between the
      parties, and shall reduce the amount available under the Commitment by the
      maximum amount capable of being drawn thereunder. Any
      draw
      under any letter of credit issued hereunder shall be deemed a loan under the
      Commitment and
      shall
      be
      repaid in accordance with this Supplement. Each letter of credit must be in
      form
      and
      content acceptable to CoBank and must expire no later than
      the
      maturity date of the Commitment. Notwithstanding the foregoing or any other
      provision hereof, the maximum amount capable of being drawn
      under
      each letter
      of
      credit
      must be statused against the Borrowing Base in the same manner as if it were
      a
      loan, and in the event that (after repaying all loans) the maximum amount
      capable of being drawn
      under
      the
      letters of credit exceeds the Borrowing Base, then the Company shall immediately
      notify CoBank and pay to CoBank (to be held as cash collateral) an amount equal
      to such excess.

    


    SECTION
      8. Security.
      The
      Company’s obligations hereunder and, to the extent related hereto, the MLA,
      shall be secured as provided in the Security
      Section
      of the MLA, including without limitation as a future
      advance
      under any existing mortgage or deed of trust.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.1

       

    

    Statused
      Revolving Credit Supplement RIBO5
      ISO
      1H

    SOUTH
      DAKOTA
      SOYBEAN PROCESSORS 

    Volga,
      South Dakota   

     

    SECTION
      9. Commitment Fee.
      In
      consideration of the Commitment, the Company agrees to pay to CoBank a
      commitment fee on the average daily unused portion of the Commitment at the
      rate
      of 1/4 of 1% per annum (calculated on a 360 day basis), payable monthly in
      arrears by the 20th day following each month. Such fee shall be payable for
      each
      month (or portion thereof) occurring during the original or any extended term
      of
      the Commitment. For purposes of calculating the commitment fee only, the
“Commitment” shall mean the dollar amount specified in Section 1 hereof,
      irrespective of the Borrowing Base.

    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this
      Supplement
      to be executed by their duly
      authorized
      officers as of the date shown above.

     

    
      	
              CoBANK,
                ACB

            	 	
              SOUTH
                DAKOTA SOYBEAN

            
	 	 	
              PROCESSORS,
                LLC

            
	 	 	 
	 	 	 
	
              By:
                

            	
              /s/
                Tokie Akrie

            	 	
              By:
                

            	
              /s/
                Rodney Christian

            
	 	 	 	 	 
	
              Title:
                

            	
              Assistant
                Corporate Secretary

            	 	
              Title:
                

            	
              CEO

            


    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.1

       

    

    EXHIBIT
      A

    


    SEASONAL
      BORROWING BASE REPORT

    CoBank,
      ACB

    


    
      	
              Name
                of Borrower

            	
              City,
                State

            	
              Date
                of Period

            
	
              South
                Dakota Soybean Processors, LLC (18462590)

            	
              Volga,
                South Dakota

            	 


    

    


    PART
      A—ELIGIBLE RECEIVABLES

    


    For
      purposes hereof, ELIGIBLE RECEIVABLES shall mean rights to payment for goods
      sold and delivered or for services rendered which: (a) are not subject to any
      dispute, set-off, or counterclaim; (b) are not owing by an account debtor the
      is
      subject to a bankruptcy, reorganization, receivership or like proceeding; (c)
      are not subject to a lien in favor of any third party, other than liens
      authorized by CoBank in writing which are subordinate to CoBank’s lien; (d) are
      not owing by an account debtor that is owned or controlled by the borrower,
      (e)
      are not accounts due more than 30 days from invoice date, (f) are not accounts
      with balances past due more than 30 days, (g) are not deemed ineligible by
      CoBank. For purposes thereof, CONTRACT RECEIVABLES shall mean all Accrued Gains
      & Losses on Open Purchase and Sale Contracts far grain which (a) are not in
      dispute. (b) are legally enforceable, and (c) are not subject to a lien except
      in favor of CoBank.

     

    
      	
              ELIGIBLE
                RECEIVABLES

            	 	
              AMOUNT

            	
               

            	
               

            	
               

            	
              ADVANCE
                RATE

              

            	
               

            	
               

            	
               

            	
              
                ALLOWABLE

              

               ADVANCE

            	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
              Trade
                Receivables 0 - 30 Days

            	 	
              $

            	
              -

            	 	 	
              x

            	 	 	
              90

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	
              Trade
                Receivables 31 -50 Days

            	 	
              $

            	
              -

            	 	 	
              x

            	 	 	
              50

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	
              Trade
                Receivables 61 Days and Over

            	 	
              $

            	
              -

            	 	 	
              x

            	 	 	
              0

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	
              Other
                Receivables

            	 	
              $

            	
              -

            	 	 	
              x

            	 	 	
              0

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	
              Net
                Liquidated Value of Brokerage Accounts

            	 	
              $

            	
              -

            	 	 	
              x

            	 	 	
              90

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Net
                Contract Receivables for Old Crop Beans*

            	 	
              $

            	
              -

            	 	 	
              x

            	 	 	
              80

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	
              Net
                Contract Receivables for new Crop Beans*

            	 	
              $

            	
              -

            	 	 	
              x

            	 	 	
              70

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	
              Subtotal-Net
                Contract Receivables for Beans

            	 	
              $

            	
              -

            	 	 	
               

            	 	
               

            	
               

            	 	 	
              =

            	 	
              $

            	-	
            
	
              Old
                crop ends September 30. Net Contract

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Receivables
                are Accrued Gains & Losses on Open Purchase & Sale
                Contracts

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              TOTAL
                PART A

            	 	
              $

            	
              -

            	 	
               

            	
               

            	 	 	 	 	 	 	 	
              $

            	
              -

            	 


    

     

    


    PART
      B—ELIGIBLE INVENTORY

    


    For
      purposes hereof, ELIGIBLE FARM SUPPLY INVENTORY shall mean inventory which:
      (a)
      is of a type shown below; (b) is owned by the borrower and not held by the
      borrower on consignment or similar basis; (c) is not subject to a lien except
      in
      favor of CoBank.

    


    
      	
               

            	 	
               

            	
               

            	
               

            	
               

            	
              
                ADVANCE

              

            	
               

            	
               

            	
               

            	
              
                ALLOWABLE

              

            	
               

            
	
              Types
                of Eligible Inventory

            	
               

            	
              AMOUNT

            	
               

            	
              Deduction

            	
               

            	
              RATE

            	
               

            	
               

            	 	
              ADVANCE

            	 
	
              Soybeans*

            	 	
              $

            	
              -

            	 	
               

            	
               

            	 	x	
              90

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	
              Less:
                Grain Payables

            	 	
               

            	
               

            	 	
              $ 

            	
              
                -

              

            	 	
              x 

            	
              90

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Soybean
                Meal**

            	 	
              $

            	
              -

            	 	 	
               

            	 	
              x

            	
              90

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	
              Soybean
                Oil**

            	 	
              $

            	
              -

            	 	 	
               

            	 	
              x

            	
              90

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	
              Soybean
                Hulls**

            	 	
              $

            	
              -

            	 	 	
               

            	 	
              x

            	
              80

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	
              Other
                Inventory

            	 	
              $

            	
              -

            	 	 	
               

            	 	
              x

            	
              0

            	
              %

            	 	
              =

            	 	
              $

            	
              -

            	 
	
              TOTAL
                PART B

            	 	
              $

            	
              -

            	 	
               

            	
               

            	 	
               

            	 	 	 	 	 	
              $

            	
              -

            	 


    

    


    *Valued
      at Bid Price FOB Volga, SD

    **Valued
      at market FOB Volga, SD

    ***Valued
      at the Lower of Cost or Market FOB Volga, SD

    


    PART
      C – OBLIGATIONS

     

    
      	
              Less:

            	 	
              OBLIGATIONS

            	 
	
              Book
                overdraft (Bank overdraft net of cash available.)

            	 	
              $

            	
              -

            	 
	
              Demand
                Patron Notes / Deposits

            	 	
              $

            	
              -

            	 
	
              Accts
                Payable Owed to Suppliers with PMSI Filings

            	 	
              $

            	
              -

            	 
	
              Outstanding
                Balance of CoBank Loan(s), (as of date of this report):
                (#RIB051S01)

            	 	
              $

            	
              -

            	 
	
              CoBank
                Letters of Credit Issued

            	 	
              $

            	
              -

            	 
	
              TOTAL
                PART C (NET OBLIGATIONS SUMMARY)

            	 	
              $

            	
              -

            	 


    

     

    *EXCESS/OVERADVANCE
      (AS OF END OF PERIOD): Total A + B - C

    


    *
      IF AN OVERADVANCE IS REPORTED ABOVE, PLEASE CONTACT YOUR RELATIONSHIP MANAGER
      IMMEDIATELY WITH: 1) AN UPDATED BORROWING BASE REPORT, AND 2) SPECIFICS OF
      ALL
      PAYMENTS REMITTED SINCE END OF PERIOD (CHECK NUMBERS, WIRE ROUTING NUMBERS,
      ETC.).

    


    I
      HEREBY CERTIFY THAT THIS INFORMATION IS CORRECT.

    
      	
              AUTHORIZED
                SIGNATURE

              (or
                Electronic Signature)

            	
              TITLE

            	
              DATE