EXHIBIT
10.1

      


      SIXTH
AMENDMENT TO CONSTRUCTION LOAN AGREEMENT

      


      


      This
Sixth Amendment to Construction Loan Agreement is dated as of the 16th day of
April, 2009, and is by and between RED TRAIL ENERGY, LLC, a North
Dakota limited liability company (“BORROWER”), and FIRST NATIONAL BANK OF OMAHA
(“BANK”), a national banking association established at Omaha,
Nebraska.

      


      WHEREAS,
the BANK and BORROWER executed a written Construction Loan Agreement dated as of
December 16, 2005 (“AGREEMENT”).

      


      Now,
Therefore, in consideration of the AGREEMENT, and their mutual promises made
herein, BANK and BORROWER agree as follows:

      


      1.           Terms
which are typed herein as all capitalized words and are not defined herein shall
have same meanings as when described in the AGREEMENT.

      


      2.           Notwithstanding
the provisions of Section 2.5 of the AGREEMENT, BORROWER has requested that BANK
defer the April 16, 2009 and July 16, 2009 principal payments due on the FIXED
RATE NOTE, 2007 FIXED RATE NOTE, and VARIABLE RATE NOTE until the LOAN
TERMINATION DATE for the TERM NOTES (“DEFERRED AMOUNTS”).  BANK agrees
to such deferral, but does not waive its right to timely payment of any other
sums required by the AGREEMENT.  BORROWER acknowledges that the
DEFERRED AMOUNTS shall be due on or before the LOAN TERMINATION DATE for the
TERM NOTES.

      


      3.           BANK
and BORROWER have agreed to amend the interest rate of each of the TERM NOTES.
As the result, BORROWER and BANK agree that the interest rate accruing on each
of the TERM NOTES and REVOLVING NOTE shall hereafter be payable at a rate equal
to the three month LIBOR RATE plus four hundred (400) basis points from time to
time until maturity, and six hundred (600) basis points in excess of said
aggregate interest rate from time to time after maturity, whether by
acceleration or otherwise.  Interest shall be calculated on the basis
of a 360-day year, counting the actual number of days
elapsed.  Interest accruing on the principal balance outstanding on
each of the TERM NOTES shall never accrue at a rate less than six (6%) percent
per annum.

      


      4.           Effective
immediately, Section 2.8.1 of the AGREEMENT is amended to read:

      


      2.8.1                      Subject
to the terms hereof and BANK’s approval based on its sole discretion, the BANK
will lend the BORROWER, from time to time until the LOAN TERMINATION DATE, such
sums in integral multiples of $10,000.00 as the BORROWER may request by
reasonable same day notice to the BANK, received by the BANK not later than
11:00 A.M. of such day, but which shall not exceed in the aggregate principal
amount at any one time outstanding, $3,500,000.00 (the “REVOLVING
LOAN COMMITMENT”).  The BORROWER may borrow, repay without penalty or
premium and reborrow hereunder, from the date of this AGREEMENT until the LOAN
TERMINATION DATE, either the full amount of the REVOLVING LOAN COMMITMENT or any
lesser sum which is $10,000.00 or an integral multiple thereof.  It is
the intention of the parties that the outstanding balance of the REVOLVING LOAN
shall not exceed the BORROWING BASE, as required in Section 6.1.9, and if at any
time said balance exceeds the BORROWING BASE, BORROWER shall forthwith pay BANK
sufficient funds to reduce the balance of the REVOLVING LOAN until it is in
compliance with this requirement.

       

       

      
        
           

        

        
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      5.           Effective
immediately, the fourth complete sentence of Section 2.13 of the AGREEMENT is
amended to read:

      


      BORROWER agrees to pay BANK an unused
commitment fee equal to 50 basis points of the average unused portion of the
REVOLVING LOAN COMMITMENT and of LONG TERM REVOLVING NOTE, calculated and
payable on a quarterly basis in arrears.

      


      6.           Effective
immediately, Section 6.2.3 of the AGREEMENT is amended to read:

      


      6.2.3 The BORROWER shall determine,
at each fiscal year end following COMPLETION DATE, the amount of its EXCESS CASH
FLOW for said fiscal year, and at the time of delivery of the audited financial
statements required by 6.1.1 of this AGREEMENT, pay to BANK fifty percent (50%)
of such sum, to be applied to the outstanding principal amount of VARIABLE RATE
NOTE, and after VARIABLE RATE NOTE is repaid, to LONG TERM REVOLVING NOTE to
reduce the principal balance, if any, and after LONG TERM REVOLVING NOTE is
repaid, BORROWER’s payment to BANK of EXCESS CASH FLOW shall no longer be
required.  Such annual payment shall not release BORROWER from making
any payment of principal or interest otherwise required by this AGREEMENT. No
payment of EXCESS CASH FLOW shall be the cause of a payment to BANK for interest
rate breakage fees or otherwise result in any prepayment fee.

      


      7.            Effective
immediately, Section 6.3 of the AGREEMENT is amended by adding additional
sub-paragraphs after 6.3.13, to read as follows:

      


      6.3.14              Use
its best efforts to resolve the issues relating to retainage and construction
with the DESIGN-BUILDER under the CONSTRUCTION CONTRACT by July 16,
2009.

      


      6.3.15              Amend
the Member Control Agreements between BORROWER and its members by June 15, 2009
to allow for the issuance of additional interests/units in order for BORROWER to
raise additional capital.

      


      6.3.16              Develop
and implement a written Corn Purchasing Program acceptable to BANK by July 16,
2009.


      
        
           


        

        
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      8.           BORROWER
acknowledges it failed to comply with certain covenants contained in the
AGREEMENT including, without limitation, Sections 6.2.1, 6.2.2, and 6.2.4 as of
April 16, 2009.  BANK waives BORROWER’s compliance with Sections
6.2.1, 6.2.2, and 6.2.4 of the AGREEMENT as of April 16, 2009.  The
parties agree that BANK has NOT waived BORROWER’s compliance with such covenants
after April 16, 2009.

      


      9.           BORROWER
agrees to pay BANK a closing fee of One Hundred Fifty Thousand Dollars and
no/cents ($150,000.00) on execution hereof, which fee BORROWER agrees and
acknowledges has been earned by BANK.

      


      10.           BORROWER
certifies by its execution hereof that the representations and warranties set
forth in Section 5 of the AGREEMENT are true as of this date, and that no EVENT
OF DEFAULT under the AGREEMENT, and no event which, with the giving of notice or
passage of time or both, would become such an EVENT OF DEFAULT, has occurred as
of execution hereof, except as set forth in paragraph 10, above.

      


      11.           Except
as amended hereby the parties ratify and confirm as binding upon them all of the
terms of the AGREEMENT.

      


      12.           This
AGREEMENT may be executed in any number of counterparts, and by either party on
separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and same instrument.

      


      IN WITNESS whereof the parties set
their hands as of the date first written above.

      


      
        	First
      National Bank of Omaha	 	Red
      Trail Energy, LLC
	 	 
      	 	 	 
      
	 	 
      	 	 	 
      
	By:	
                /s/
      Andrew Wong

              	 	By:	
                /s/
      Jody Hoff

              
	 	
                Andrew
      Wong

              	 	 	
                Name:
      Jody Hoff

              
	 	
                Commercial
      Loan Officer

              	 	 	
                Title:   Vice
      Chairman

              
	 	 
      	 	 	 
      
	 	 
      	 	And
	 	 
      	 	 	 
      
	 	 
      	 	By:	
                /s/
      Frank Kirschenheiter

              
	 	 
      	 	 	
                Name:
      Frank Kirschenheiter

              
	 	 
      	 	 	
                Title:   Treasurer

              


      

       

       

      
        
           

        

        
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                STATE
      OF NORTH DAKOTA

              	
                )

              
	 
      	
                )
      ss.

              
	
                COUNTY
      OF STARK

              	
                )

              


      

      


      On this
28th day of May, 2009, before me, the undersigned Notary Public, personally
appeared Jody Hoff, the Vice Chairman of Red Trail
Energy, LLC, on behalf of said entity, and each acknowledged that he executed
the foregoing Amendment to Loan Agreement as his voluntary act and deed and that
of Red Trail Energy, LLC.

       

      
        	 
      	
                /s/
      DeEll Hoff

              
	 
      	
                Notary
      Public

              


      

      


      
        	
                STATE
      OF NORTH DAKOTA

              	
                )

              
	 
      	
                )
      ss.

              
	
                COUNTY
      OF STARK

              	
                )

              


      

      


      On this
28th day of May, 2009, before me, the undersigned Notary Public, personally
appeared Frank Kirschenheiter, the Treasurer of Red Trail Energy, LLC, on behalf
of said entity, and each acknowledged that he executed the foregoing Amendment
to Loan Agreement as his voluntary act and deed and that of Red Trail Energy,
LLC.

       

      
        	 
      	
                /s/
      DeEll Hoff

              
	 
      	
                Notary
      Public

              
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


      

      
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