Exhibit 10.1

FIRST AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT

This FIRST
AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this Amendment) is made as
of March 18, 2011, by and between SOY ENERGY, LLC, an Iowa limited liability
company (the Borrower), and OSM-REO FF, LLC, a Minnesota limited liability
company (the Lender).

RECITALS

A.
      Borrower and Lender
have entered into an Amended and Restated Loan Agreement dated as of September
30, 2010 (the Loan Agreement).

B.
      Borrower and Lender
desire to amend the Loan Agreement pursuant to the terms of this Amendment.

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration the receipt and sufficiency of which is hereby acknowledged,
the Borrower and the Lender agree as follows:

1.      
Capitalized Terms. All capitalized terms used and not otherwise defined herein shall have
the same meanings given to them in the Loan Agreement.

2.       Amendments.

| |                                                                                                                                                                                                                                                                                                                                               |     |                                                                          
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | -------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                               | 2.1 | Amendments
 to Section 1.01.                                             
| |                                                                                                                                                                                                                                                                                                                                               |     |                                                                          
| |                                                                                                                                                                                                                                                                                                                                               | (A) | The
 following definition is added to Section 1.01 of the Loan Agreement:
| |                                                                                                                                                                                                                                                                                                                                               |     |                                                                          
| | Adjusted
 Member Equity  total member equity as determined by GAAP, less an amount
 equal to the reasonably estimated fair market value of the Tangible Property
 (as defined in the Security Agreement) listed on Schedule 2 to the Security
 Agreement to the extent such Tangible Property has not been incorporated into
 the Project.

| |                                                                                                                             |     |                                                                      
| | --------------------------------------------------------------------------------------------------------------------------- | --- | ---------------------------------------------------------------------
| |                                                                                                                             | (B) | The definition of Debt to Equity Ratio is amended to read as follows:
| |                                                                                                                             |     |                                                                      
| | Debt to
 Equity Ratio  with respect to any fiscal period, the ratio of (i)
 Indebtedness to (ii) Adjusted Member Equity.

| |  |                                                                                                              |                                                                                             
| |  | ------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------
| |  | 2.2                                                                                                          | Amendment
to Section 5.21. Section 5.21 of the Loan Agreement is amended to read as
follows:
| |  |                                                                                                              |                                                                                             
| |  | Section 5.21 Debt to Equity Ratio. Maintain at all times a
 Debt to Equity Ratio no greater than 1.0 to 1.0.

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3.      No
Other Amendments Intended. Except as specifically provided herein, no other
amendment of the Loan Documents is intended and all other terms and conditions
of the Loan Documents shall remain in full force and effect and shall not be
modified or released in any way by this Amendment. Borrower hereby ratifies and
reaffirms all of Borrowers obligations under the Loan Documents as amended
hereby.

4.      No
Impairment of Lien. Nothing in this Amendment shall affect the lien of the
Mortgage or any of the other Loan
Documents or the priority of such liens over any other liens, charges,
encumbrances or conveyances, nor release or change the liability of any party
who may now be or after the date of this Amendment become, liable, primarily or
secondarily, under the Loan Documents.

5.
      Representations and Warranties of
Borrower. Borrower represents and warrants to Lender as follows:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------
| | a.          Qualification
 of Undersigned. The person executing this Amendment on behalf of Borrower
 is familiar with the facts herein represented and warranted and is duly
 authorized to represent and warrant the same and to execute this Amendment.                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |               
| | b.          Representations
 and Warranties in Loan Documents. The representations and warranties of
 Borrower contained in the Loan Documents are true and correct in all material
 respects as of the date of this Amendment as if such representations and
 warranties were made effective as of such date.                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |               
| | c.          Due
 Authorization. The execution, delivery and performance by Borrower of
 this Amendment have been duly authorized by all necessary action on the part
 of Borrower. This Amendment has been duly executed and delivered by Borrower
 and, assuming the due execution and delivery of this Amendment by Lender,
 constitutes the legal, valid and binding obligations of Borrower enforceable
 against Borrower in accordance with its terms, except as such enforceability
 may be limited by applicable bankruptcy, insolvency, reorganization,
 moratorium or similar laws or equitable principles affecting the enforcement
 of creditors rights generally.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |               
| | d.          Borrowers
 Claims; Release of Lender. Borrower acknowledges that all obligations
 under the Loan Documents remain in full force and effect and that Borrower
 has no defenses, counterclaims or claims of offset with regard to its
 obligations under the Loan Documents.                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |               
| | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Miscellaneous.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |               
| | a.          Lenders
 Expenses. Borrower agrees to reimburse Lender upon demand for all
 reasonable out-of-pocket expenses incurred by Lender in connection with this
 Amendment including, but not limited to, legal expenses and attorneys fees
 sustained by Lender in connection with the preparation of this Amendment.                                                                                                                                                                                                                                                                                                                                                 

2

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | b.          Severability;
 Counterparts. If any provision of this Amendment is adjudicated to be
 invalid, illegal or enforceable, in whole or in part, it will be deemed
 omitted to that extent and all other provisions of this Amendment will remain
 in full force and effect. This Amendment may be executed in one or more
 counterparts and by the different parties hereto on separate counterparts,
 each of which, when so executed, shall be deemed to be an original; such
 counterparts, together, shall constitute one and the same agreement.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | c.           Assignment.
 This Amendment shall be binding upon and inure to the benefit of the parties
 and their respective heirs, legal representatives, successors and assigns.                                                                                                                                                                                                                                                                                                                                                                           

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blank intentionally.]

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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed as
of the day and year first above written.

| |                                                          |                   |  | 
| | -------------------------------------------------------- | ----------------- |  | 
| | BORROWER:                                               
| |                                                          |                   |  | 
| | SOY ENERGY,
 LLC, an Iowa limited liability company     
| |                                                          |                   |  | 
| | By:                                                      | /s/ Charles
 Sand | 
| |                                                          |                   | 
| | Name:                                                    | Charles Sand      | 
| |                                                          |                   | 
| | Its:                                                     | Chairman          | 
| |                                                          |                   | 
| |                                                          |                   |  | 
| | LENDER:                                                 
| |                                                          |                   |  | 
| | OSM-REO FF,
 LLC, a Minnesota limited liability
 company
| |                                                          |                   |  | 
| | By:                                                      | /s/ S. Lunde      | 
| |                                                          |                  
| | Name:                                                    | Stephanie Lunde   | 
| |                                                          |                  
| | Its:                                                     | Chief Manager     | 
| |                                                          |                  

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