Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Items 2.01 and 2.03 is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

On November 1, 2011, REX NuGen, LLC, a wholly owned subsidiary of REX American Resources Corporation (“REX”) completed the acquisition of 51,051 Class A membership interest units of NuGen Energy, LLC (“NuGen”) from Central Farmers Cooperative (“CFC”) pursuant to a Unit Purchase Agreement dated July 25, 2011 (the “Unit Purchase Agreement”) among REX and CFC, as extended and amended. The Class A Units purchased constitute a 51% voting interest and a 49.75% equity interest in NuGen (the “Purchased Units”). Following the purchase, REX owns all the outstanding Class A membership interest units in NuGen, representing a 100% voting interest and a 97.55% equity interest in NuGen. NuGen owns and operates an ethanol refinery and production facility with an annual nameplate capacity of 100 million gallons located in Marion, South Dakota.

The purchase price for the Purchased Units, which included payment of REX’s remaining contingent consideration liability for the purchase of its initial 48.9% voting interest and 47.77% equity interest in NuGen in June 2010, was $12,678,000, paid at closing. REX also contributed an additional $7,000,000 to NuGen at closing to reduce long-term debt.

The foregoing description of the Unit Purchase Agreement is qualified in its entirety by reference to the Unit Purchase Agreement which is filed as Exhibit 10(a) to this report and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On November 1, 2011, NuGen Energy, LLC (“NuGen”), a subsidiary of REX American Resources Corporation, entered into a Loan Agreement (the “Loan Agreement”) with First National Bank of Omaha as a Bank, Administrative Agent, Accounts Bank and Collateral Agent, and the other Banks party thereto. The Loan Agreement provides for a term loan of $55,000,000 for the purpose of refinancing NuGen’s existing indebtedness and a $10,000,000 revolving line of credit. The term loan bears interest at three month LIBOR plus 3.25% subject to a 4% floor, is payable in quarterly installments based on a ten year amortization schedule, and matures on October 31, 2016. Borrowings under the revolving loan are subject to a borrowing base of specified percentages of NuGen’s inventory and eligible accounts receivable less amounts outstanding under the revolving loan and letters of credit. Revolving loan borrowings bear interest at one month LIBOR plus 3% subject to a 3.75% floor, and are payable in full on November 1, 2012, renewable annually.

The Loan Agreement replaces NuGen’s prior revolving credit and security agreement with Dougherty Funding LLC. The Loan Agreement contains financial covenants requiring NuGen to maintain a specified fixed charge coverage ratio and minimum working capital, and to apply specified percentages of excess cash flow annually to the term loan, as well as customary

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