**Exhibit 10.24**

 

**COMMITMENT AND ACCEPTANCE**

 

This Commitment andAcceptance is dated to be effective as of November 6, 2007, and isexecuted by American Crystal Sugar Company, a Minnesota cooperative corporation(“Borrower”), and CoBank, ACB (“Lender”).

 

**RECITALS**

 

Borrower and Lender areparties to a certain Amended and Restated Loan Agreement dated July 31,2006, as amended from time to time (the “Loan Agreement”).  All capitalized terms not defined hereinshall have the meanings set forth in the Loan Agreement.  Pursuant to the Loan Agreement, Lender hasprovided Borrower a Revolving Loan up to the principal amount of$360,000,000.  According to Section 2.1(f) ofthe Loan Agreement, Borrower may request that a Loan be increased by up to theaggregate amount of $100,000,000 (the “accordion provision”) in accordance withthe terms and conditions thereof.  Borrower wishes to utilize $30,000,000 of the$100,000,000 accordion provision to increase the Revolving Loan from $360,000,000to $390,000,000 from November 6, 2007 through June 1, 2008.  Borrower has given a Loan Increase Notice toLender requesting such increase in accordance with the Loan Agreement.  Lender has notified Borrower confirming such increasepursuant to the Loan Agreement.  ThisCommitment and Acceptance is executed in connection with such increase asrequired by the Loan Agreement.

 

NOW, THEREFORE, inconsideration of the foregoing and for good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged by each party, theparties agree to the following:

 

1.             Revolving Loan Increase.  Lender hereby confirms an increase in theRevolving Loan Amount of $30,000,000 (“Revolving Loan Increase”) effective asof November 6, 2007 through June 1, 2008.  Therefore, the Revolving Loan Amount shallnot at any time be greater than Three Hundred Ninety Million Dollars($390,000,000) from November 6, 2007 through June 1, 2008.  Otherwise, the Revolving Loan Amount shall bedefined as set forth in the Loan Agreement. Borrower hereby accepts the Revolving Loan Increase from November 6,2007 through June 1, 2008.  TheRevolving Loan Increase shall be evidenced by and repayable in accordance withBorrower’s Revolving Note dated November 3, 2006 in the principal amountof $400,000,000.  Borrower shall payadditional Revolving Loan Fees with respect to the Revolving Loan Increase inthe amount of $15,000.00 in accordance with Section 2.14(a) of theLoan Agreement, which fees are payable on the date of this Commitment andAcceptance and are not refundable to Borrower.

 

2.             Representations and Warranties.  Borrower restates, represents and warrantsthe representations and warranties set forth in Article IV of theLoan Agreement as of the date of this Commitment and Acceptance.

 

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3.             Loan Agreement.  This Commitment and Acceptance is executedpursuant to the Loan Agreement and hereby constitutes a Loan Document executedunder the Loan Agreement.  In the eventany provision of this Commitment and Acceptance is inconsistent with anyprovision of the Loan Agreement, the provision of the Loan Agreement shallcontrol.

 

INWITNESS WHEREOF, the parties have executed this Commitment and Acceptance to beeffective as of the day and year first above written.

 
|   | AMERICAN  CRYSTAL SUGAR COMPANY,     |
|--------|--------------------------------------|
|   | a  Minnesota cooperative corporation |
|   |                                 |
|   |                                 |
|   | By                                   | /s/  Samuel S. M. Wai |   |
|   | Name                                 | Samuel  S. M. Wai |   |
|   | Title                                | Treasurer |   |

 

 
|   | CoBANK,  ACB |
|--------|--------------|
|   |         |
|   |         |
|   | By           | /s/  Michael Tousignant |   |
|   | Name         | Michael  Tousignant |   |
|   | Title        | Vice  President |   |

 

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