**Exhibit 10.32****FIRST AMENDMENT TO CONSTRUCTION LOAN AGREEMENT**This First Amendment to Construction Loan Agreement is dated as of the16th day of August, 2006, and is by and between **RED TRAIL ENERGY,LLC**, a North Dakota limited liability company (“BORROWER”), and **FIRST NATIONALBANK OF OMAHA**(“BANK”), a national banking association established at Omaha,Nebraska.WHEREAS, the BANK and BORROWER executed a written Construction Loan Agreementdated as of December 16,2005 (“AGREEMENT”).Now, Therefore, in consideration of the AGREEMENT, and their mutual promisesmade herein, BANK and BORROWER agree as follows:     1. Terms which are typed herein as all capitalized words and are notdefined herein shall have same meanings as when described in the AGREEMENT.     2. The parties desire that the INTEREST PERIOD for the REVOLVING NOTE,FIXED RATE NOTE, VARIABLE RATE NOTE, and LONG TERM REVOLVING NOTE described inparagraph 3, below, commence on the same date as the CONSTRUCTION NOTE, whichis the 16th day of the calendar month. Therefore, effectiveimmediately, a new subparagraph 1.18.4 shall be added to Section 1.18 of theAGREEMENT, so that such Section 1.18 shall read:1.18 “INTEREST PERIOD” means initially, the period commencing on the dateof any loan made pursuant to this AGREEMENT and, for FIXED RATE NOTE andVARIABLE RATE NOTE ending three months later, and for the CONSTRUCTIONNOTE, LONG TERM REVOLVING NOTE and REVOLVING NOTE ending one month later;and thereafter, each period commencing on the first day immediatelyfollowing the last day of the immediately preceding INTEREST PERIOD and,for FIXED RATE NOTE and VARIABLE RATE NOTE ending three monthsthereafter, and for the CONSTRUCTION NOTE, LONG TERM REVOLVING NOTE andREVOLVING NOTE ending one month thereafter; provided that:     1.18.1 subject to clauses 1.18.2 and 1.18.3 below, any INTERESTPERIOD which would otherwise end on a day which is not aEURODOLLAR BUSINESS DAY shall be extended to the next succeedingEURODOLLAR BUSINESS DAY unless such EURODOLLAR BUSINESS DAY falls inanother calendar month, in which case such INTEREST PERIOD shall end on theimmediately preceding EURODOLLAR BUSINESS DAY;     1.18.2 subject to clause 1.18.3 below, any INTEREST PERIOD whichbegins on the last EURODOLLAR BUSINESS DAY of a calendar month(or a day for which there is no numerically corresponding day in thecalendar month at the end of such INTEREST PERIOD) shall end on the lastEURODOLLAR BUSINESS DAY of a calendar month;
 

 
     1.18.3 no INTEREST PERIOD shall extend beyond the LOANTERMINATION DATE; and     1.18.4 Notwithstanding anything hereinabove to the contrary, theINTEREST PERIOD for the REVOLVING NOTE, FIXED RATE NOTE,VARIABLE RATE NOTE, LONG TERM REVOLVING NOTE and theCONSTRUCTION NOTE shall commence on the 16th day of the calendarmonth.     3. On execution hereof, BORROWER will execute and deliver to BANK areplacement note evidencing the REVOLVING NOTE, in order to change the maturity of suchnote. As the result, Section 1.24 of the AGREEMENT is hereby amended, effectiveimmediately, to read:1.24 “LOAN TERMINATION DATE” means the earliest to occur of the following: (i) as to theCONSTRUCTION NOTE, April 16, 2007, as to the REVOLVING NOTE,July 5, 2007, as to FIXED RATENOTE, VARIABLE RATE NOTE and as to LONG TERM REVOLVING NOTE, a date which is five yearssubsequent to the COMPLETION DATE, (ii) the date the OBLIGATIONS are accelerated pursuantto this AGREEMENT, and (iii) the date BANK has received (a) notice in writing from BORROWERof BORROWER’S election to terminate this AGREEMENT and (b) indefeasible payment in full ofthe OBLIGATIONS.     4. Effective immediately, Section 1.26 of the AGREEMENT is amended to read:1.26 “MARKETING AND RISK MANAGEMENT CONTRACTS” means the contracts between BORROWER and theentities named below (or any other entity contracting with BORROWER for similar purposes)   Contracting Entity Regarding:Commodity Specialists Company distillers dried grains (“DDGS”)Renewable Products Marketing Group, LLC ethanol products(to be determined) wet distiller’s grains (“DWGS”)New Vision Co-op unit trains of cornIowa Grain Company corn hedgingGeneral Industries, Inc. d/b/a Center Coal Company provision of coal     5. Effective immediately, Section 2.13 of the AGREEMENT is amended to read:2.13 Fees. At CLOSING, the BORROWER shall pay to the BANK the $70,000.00 balance of the duediligence and negotiation fee, which fee BORROWER agrees and acknowledges has been earnedby BANK as of the execution hereof as the result of BANK’s efforts to acquire participatinglenders. At CLOSING, the BORROWER shall pay to the BANK a commitment fee of $414,088.05,which fee BORROWER agrees
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and acknowledges has been earned by BANK. On COMPLETION DATE, the first Annual ServicingFee of $30,000 shall become due, in addition, on each annualanniversary of COMPLETION DATEan Annual Servicing Fee of $30,000.00 shall become due, which the BORROWER shall pay to theBANK in four equal quarterly installments, commencing three months after COMPLETION DATE,with the final installment due on the fifth anniversary of COMPLETION DATE. BORROWER agreesto pay BANK an unused commitment fee equal to 30 basis points of the average unused portionof the REVOLVING LOAN COMMITMENT and of LONG TERM REVOLVING NOTE, calculated and payable ona quarterly basis in arrears; provided, however, the unused commitment fees on same shallnot apply and be payable by the BORROWER until the COMPLETION DATE. BORROWER shall pay BANKcommitment fees equal to Two and one-quarter (2.25%) percent of outstanding Letters ofCredit issued on BORROWER’s account, together with such other fees as are consistent withBANK’s then current International Trade Services Fee Schedule. The International TradeServices Fee Schedule effective at the execution of this AGREEMENT is attached hereto,marked Exhibit G, by this reference made a part hereof.6. Effective immediately, Section 6.3.13 of the AGREEMENT is amended to read:6.3.13Maintain primary banking accounts (including those accounts containing BORROWER’sequity capital) at BANK, other than as otherwise agreed by BANK. BORROWER may maintain adepositary account at Bremer Bank, with collected balances of no more than $500,000.7. Effective immediately, Section 6.4.17 of the AGREEMENT is amended to read:Allow the balance of its depository account at Bremer Bank to have a collected fundsbalance of more than $500,000 at any time.     8. BORROWER certifies by its execution hereof that the representations and warranties setforth in Section 5 of the AGREEMENT are true as of this date, and that no EVENT OF DEFAULT underthe AGREEMENT, and no event which, with the giving of notice or passage of time or both, wouldbecome such an EVENT OF DEFAULT, has occurred as of this date.     9. Except as amended hereby the parties ratify and confirm as binding upon them all of theterms of the AGREEMENT.*(remainder of page left intentionally blank)*
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     INWITNESS whereof the parties set their hands as of the date first written above.