Exhibit 10.30 MLA No. Z269 MASTER LOAN AGREEMENT THIS MASTER LOAN AGREEMENTis entered into as of March 31,
2000, between CoBANK, ACB 
("CoBank", successor by merger to the St. Paul Bank for
Cooperatives) and AMERICAN CRYSTAL SUGAR COMPANY, Moorhead,
Minnesota  (the "Company"). BACKGROUND On
March 5, 1999, the St. Paul Bank for Cooperatives (SPB) entered into a
Seasonal Loan Agreement (the Seasonal Loan Agreement) and a Term Loan
Agreement (the Term Loan Agreement) (collectively, the Existing Loan Agreements)
with the Company.  Under the Seasonal
Loan Agreement, SPB made various seasonal loans to the Company, each of which
was evidenced by a promissory note. 
Under the Term Loan Agreement, SPB made various term loans, each of
which was also evidenced by a promissory note. 
Subsequently, SPB merged with and into CoBank.  CoBank and the Company now desire to amend and restate the
Existing Loan Agreements and consolidate the Existing Loan Agreements into this
Master Loan Agreement.  CoBank and the
Company also desire to amend and restate the promissory notes evidencing the
seasonal loans and term loans made pursuant to the Existing Loan Agreements by
entering into various Supplements in place of the promissory notes.  Each Supplement will set forth the amount of
the loan, the purpose of the loan, the interest rate or rate options applicable
to that loan, the repayment terms of the loan, and any other terms and
conditions applicable to that particular loan. 
Each loan will be governed by the terms and conditions contained in this
Master Loan Agreement and in the Supplement relating to the loan.  Collateral securing loans made pursuant to
the Existing Loan Agreements shall continue to secure those same loans, all as now
evidenced by various Supplements, to the same extent as provided for in the
Existing Loan Agreements and any security agreements (including, without
limitation, mortgages and deeds of trust) entered into in connection therewith. SECTION 1.    Supplements.In
addition to those Supplements entered into to amend and restate the promissory
notes executed in connection with the Existing Loan Agreements, the parties may
enter into other Supplements in order to evidence new loans that CoBank may
make to the Company.  Each Supplement
will set forth the amount of the loan, the purpose of the loan, the interest
rate or rate options applicable to that loan, the repayment terms of the loan,
and any other terms and conditions applicable to that particular loan.  Each loan will be governed by the terms and
conditions contained in this Master Loan Agreement and in the Supplement
relating to the loan. SECTION 2.    Availability.Loans
will be made available on any day on which CoBank and the Federal Reserve Banks
are open for business upon the telephonic or written request of the
Company.  Requests for loans must be
received no later than 12:00 noon Companys local time on the date the loan is
desired.  Loans will be made available
by wire transfer of immediately available funds to such account or accounts as
may be authorized by the Company. The Company shall furnish to CoBank a duly
completed and executed copy of a CoBank Delegation and Wire and Electronic
Transfer Authorization Form, and CoBank shall be entitled to rely on (and shall
incur no liability to the Company in acting on) any request or direction
furnished in accordance with the terms thereof. SECTION 3.Repayment.The Company's obligation to repay
each loan shall be evidenced by the promissory note set forth in the Supplement
relating to that loan or by such replacement note as CoBank shall require.  CoBank shall maintain a record of all loans,
the interest accrued thereon, and all payments made with respect thereto, and
such record shall, absent proof of manifest error, be conclusive evidence of
the outstanding principal and interest on the loans.  All payments shall be made by wire transfer of immediately
available funds or by check.  Wire
transfers shall be made to ABA No. 307088754 for advice to and credit of
CoBANK (or to such other account as CoBank may direct by notice).  The Company shall give CoBank telephonic
notice no later than 12:00 noon Companys local time of its intent to pay by
wire and funds received after 3:00 p.m. Companys local time shall be credited
on the next business day.  Checks shall
be mailed to  CoBank, Department 167,
Denver, Colorado, 80291–0167 (or to such other place as CoBank may direct
by notice).  Credit for payment by check
will not be given until the latter of: (a) the day on which CoBank receives
immediately available funds; or (b) the next business day after receipt of the
check.

SECTION 4.    Capitalization.The Company agrees to purchase such equity in CoBank as
CoBank may from time to time require in accordance with its Bylaws.  However, the maximum amount of equity which
the Company shall be obligated to purchase in connection with any loan may not
exceed the maximum amount permitted by the Bylaws at the time the Supplement
relating to that loan is entered into or such loan is renewed or refinanced by
CoBank.

SECTION 5.    Security.The Companys obligations under
this agreement, all Supplements (whenever executed), and all instruments and
documents contemplated hereby or thereby, shall be secured by a statutory first
lien on all equity which the Company may now own or hereafter acquire in
CoBank.  This security shall be in
addition to any other security that may otherwise be required or provided.

SECTION 6.    Conditions Precedent.

(A)        Conditions to
Initial Supplement.CoBanks obligation to extend
credit under the initial Supplement hereto is subject to the conditions
precedent that CoBank receive, in form and substance satisfactory to CoBank,
each of the following:

(i)         This Agreement, Etc.A duly executed copy of this agreement and all instruments
and documents contemplated hereby.

(ii)        Opinion of Counsel.A favorable opinion from the Companys counsel addressed to
CoBank covering each matter as CoBank may reasonably require.

(iii)       Evidence of Authority.Such certified board resolutions, evidence of incumbency,
and other evidence that CoBank may require that the Supplement, all instruments
and documents executed in connection therewith, and, in the case of initial
Supplement hereto, this agreement and all instruments and documents executed in
connection herewith, have been duly authorized and executed.

(B)        Conditions to
Each Supplement.CoBanks obligation to extend
credit under each Supplement, including the initial Supplement, is subject to
the conditions precedent that CoBank receive, in form and content satisfactory
to CoBank, each of the following:

(i)         Supplement.A
duly executed copy of the Supplement and all instruments and documents
contemplated thereby.

(ii)        Fees and Other Charges. All fees and other charges specifically
permitted by this Master Loan Agreement or the Supplements, as well as
reasonable expenses for outside counsel.

(iii)       Evidence of Perfection, Etc.Such evidence as CoBank may require that CoBank has a
duly perfected first priority lien on all security for the Companys
obligations, and that the Company is in compliance with Section 8(D) hereof.

(C)        Conditions to
Each Loan.CoBanks obligation under each Supplement to make any
loan to the Company thereunder is subject to the condition that no Event of
Default (as defined in Section 11 hereof) or event which with the giving of
notice and/or the passage of time would become an Event of Default hereunder (a
Potential Default), shall have occurred and be continuing.

SECTION 7.    Representations
and Warranties.

(A)        This
Agreement.The Company represents and warrants to CoBank that as of the
date of this Agreement:

(i)         Compliance.The Company is in compliance with
all of the terms of this agreement, and no Event of Default or Potential
Default exists hereunder.

(B)        Each
Supplement.The execution by the Company of each Supplement hereto shall
constitute a representation and warranty to CoBank that:

(i)         Applications.Each representation and warranty
and all information set forth in any application or other documents submitted
in connection with, or to induce CoBank to enter into, such Supplement, is
correct in all material respects as of the date of the Supplement.

(ii)        Conflicting Agreements, Etc.This agreement, the Supplements, and all security and
other instruments and documents relating hereto and thereto (collectively, at
any time, the Loan Documents),  do not
conflict with, or require the consent of any party to, any other agreement to
which the Company is a party or by which it or its property may be bound or
affected, and do not conflict with any provision of the Companys bylaws,
articles of incorporation, or other organizational documents.

(iii)       Compliance.The Company is in compliance with
all of the terms of the Loan Documents (including, without limitation, Section
8(A) of this agreement on eligibility to borrow from CoBank).

(iv)        Binding Agreement.The Loan Documents create legal, valid, and binding
obligations of the Company which are enforceable in accordance with their
terms, except to the extent that enforcement may be limited by applicable
bankruptcy, insolvency, or similar laws affecting creditors rights generally.

SECTION 8.Affirmative
Covenants.Unless otherwise agreed to in
writing by CoBank, while this agreement is in effect, the Company agrees to:

(A)        Eligibility.Maintain
its status as an entity eligible to borrow from CoBank.

(B)Corporate Existence, Licenses. Etc.(i) Preserve and keep in full force and effect
its existence and good standing in the jurisdiction of its incorporation or
formation; (ii) qualify and remain qualified to transact business in all
jurisdictions where such qualification is required; and (iii) obtain and
maintain all licenses, certificates, permits, authorizations, approvals, and
the like which are material to the conduct of its business or required by law,
rule, regulation, ordinance, code, order, and the like (collectively, Laws).

(C)        Compliance with Laws.
 Comply in all material respects with all
applicable Laws, including, without limitation, all Laws relating to
environmental protection and any patron or member investment program that it
may have.  In addition, the Company
agrees to cause all persons occupying or present on any of its properties to
comply in all material respects with all environmental protection Laws.

(D)        Insurance.Maintain
insurance with insurance companies or associations acceptable to CoBank in such
amounts and covering such risks as are usually carried by companies engaged in
the same or similar business and similarly situated, and make such increases in
the type or amount of coverage as CoBank may request.  All such policies insuring any collateral for the Companys
obligations to CoBank shall have mortgagee or lender loss payable clauses or
endorsements in form and content acceptable to CoBank.  At CoBanks request, all policies (or such
other proof of compliance with this Subsection as may be satisfactory to
CoBank) shall be delivered to CoBank.

(E)        Property
Maintenance.Maintain all of its property that is necessary to or useful
in the proper conduct of its business in good working condition, ordinary wear
and tear excepted.

(F)        Books and
Records.Keep adequate records and books of account in which complete
entries will be made in accordance with generally accepted accounting
principles ("GAAP") consistently applied.

(G)        Inspection.Permit
CoBank or its agents, upon reasonable notice and during normal business hours
or at such other times as the parties may agree, to examine its properties,
books, and records, and to discuss its affairs, finances, and accounts, with
its respective officers, directors, employees, and independent certified public
accountants.

(H)        Reports and
Notices.Furnish to CoBank:

(i)         Annual Financial Statements.As soon as available, but in no
event more than 120 days after the end of each fiscal year of the Company
occurring during the term hereof, annual financial statements of the Company
prepared in accordance with GAAP consistently applied.  Such financial statements shall:  (a) be audited by independent certified
public accountants selected by the Company and acceptable to CoBank; (b) be
accompanied by a report of such accountants containing an opinion thereon
acceptable to CoBank; (c) be prepared in reasonable detail and in comparative
form; and (d) include a balance sheet, a statement of income, a statement
of retained earnings, a statement of cash flows, and all notes and schedules
relating thereto.

(ii)        Interim Financial Statements.As soon as available, but in no
event more than 5 days after the filing with the Securities Exchange
Commission, after the end of each quarter, a balance sheet of the Company as of
the end of such fiscal quarter, a statement of income for the Company for such
period and for the period year to date, and such other interim statements as
CoBank may specifically request, all prepared in reasonable detail and in
comparative form in accordance with GAAP consistently applied.

(iii)       Annual Budgets.As soon as available, but in no event more than 60
days after the end of any fiscal year of the Company occurring during the term
hereof, copies of the Companys annual budgets and forecasts of operations.

(iv)        Capital Expenditures Budget:The
Company will furnish an annual capital expenditure budget, within 60 days after
the end of each fiscal year.  The
Company will also furnish a revised budget if increases over the original
capital expenditure budget are approved by the board of directors.

(v)         Notice of Default.Promptly after becoming aware thereof, notice of the
occurrence of an Event of Default or a Potential Default.

(vi)        Notice of Non-Environmental Litigation.Promptly after the commencement
thereof, notice of the commencement of all actions, suits, or proceedings
before any court, arbitrator, or governmental department, commission, board,
bureau, agency, or instrumentality affecting the Company which, if determined
adversely to the Company, could have a material adverse effect on the financial
condition, properties, profits, or operations of the Company.

(vii)      Notice of Environmental Litigation, Etc.Promptly after receipt thereof,
notice of the receipt of all pleadings, orders, complaints, indictments, or any
other communication alleging a condition that may require the Company to
undertake or to contribute to a cleanup or other response under environmental
Laws, or which seek penalties, damages, injunctive relief, or criminal
sanctions related to alleged violations of such Laws, or which claim personal
injury or property damage to any person as a result of environmental factors or
conditions.

(viii)     Bylaws and Articles.  Promptly after any change in the Companys
bylaws or articles of incorporation (or like documents), copies of all such
changes, certified by the Companys Secretary.

(ix)       Other Information.Such other information regarding
the condition or operations, financial or otherwise, of the Company as CoBank
may from time to time reasonably request, including but not limited to copies
of all pleadings, notices, and communications referred to in Subsections
8(H)(vi) and (vii) above.

(x)         Officer Certificate.A quarterly officers certificate within 45 days of
each fiscal quarter end, in a form acceptable to CoBank, certified by an
officer of the Company, that measures compliance with Minimum Net Working
Capital; Long Term Debt Coverage and Long Term Debt to Capitalization.  (Section 10 (A) & (B) & (C)).

(I)   Grower Agreements.The Company
shall abide by the terms and conditions
of its member grower agreements; make no material amendments or changes to the
agreements without the written consent of the Bank; and extend the agreements
for an additional five years when the current contracts expire.

(J)        Crystech, L.L.C. (
Crystech).Cause to be furnished to CoBank:

(i)Annual Financial Statements.
As soon as available, but in no
event more than 120 days after the end of each fiscal year of Crystech
occurring during the term hereof, annual financial statements of Crystech
prepared in accordance with GAAP consistently applied.  Such financial statements shall:  (a) be audited by independent certified
public accountants selected by Crystech and acceptable to CoBank; (b) be accompanied
by a report of such accountants containing an opinion thereon acceptable to
CoBank; (c) be prepared in reasonable detail and in comparative form; and
(d) include a balance sheet, a statement of income, a statement of
retained earnings, a statement of cash flows, and all notes and schedules
relating thereto.

(ii)Interim Financial Statements.As soon as available, but in no
event more than 60 days after the end of each quarter, a balance sheet of
Crystech as of the end of such fiscal quarter, a statement of income for
Crystech for such period and for the period year to date, and such other
interim statements as CoBank may specifically request, all prepared in
reasonable detail and in comparative form in accordance with GAAP consistently
applied.

(iii)Examinations. Such examination of Crystechs
books and records as CoBank may reasonably request.

(K)        Annual
Paydown.The Company will
paydown all short term loans to $80,000,000 or less for a period of 30
consecutive days during the calendar year. 
Total short term loans includes the seasonal loans, Commodity Credit
Corporation loans, commercial paper, overdraft loans with original maturity
dates of one year or less.  Total short
term loans excludes current maturities of long term debt.

SECTION 9.    Negative Covenants.Unless otherwise agreed to in writing by CoBank, while this
agreement is in effect the Company will not:

(A)        Borrowings.Create,
incur, assume, or allow to exist, directly or indirectly, any indebtedness or
liability for borrowed money (including trade or bankers acceptances), letters
of credit, or the deferred purchase price of property or services (including
capitalized leases), except for:  (i)
debt to CoBank; (ii) accounts payable to trade creditors incurred in the
ordinary course of business; (iii) current operating liabilities (other than
for borrowed money) incurred in the ordinary course of business; and (iv)
permitted borrowings identified on Attachment A.

(B)        Liens.Create,
incur, assume, or allow to exist any mortgage, deed of trust, pledge, lien
(including the lien of an attachment, judgment, or execution), security
interest, or other encumbrance of any kind upon any of its property, real or
personal (collectively, Liens).  The
foregoing restrictions shall not apply to: 
(i) Liens in favor of CoBank; (ii) Liens for taxes, assessments, or governmental
charges that are not past due; (iii) Liens and deposits under workers'
compensation, unemployment insurance, and social security Laws; (iv) Liens
and deposits to secure the performance of bids, tenders, contracts (other than
contracts for the payment of money), and like obligations arising in the
ordinary course of business as conducted on the date hereof; (v) Liens imposed
by Law in favor of mechanics, materialmen, warehousemen, and like persons that
secure obligations that are not past due or that are being contested in good
faith by the Company; and (vi) easements, rights-of-way, restrictions, and
other similar encumbrances which, in the aggregate, do not materially interfere
with the occupation, use, and enjoyment of the property or assets encumbered
thereby in the normal course of its business or materially impair the value of
the property subject thereto except for the permitted liens identified on
Attachment B, without the prior written consent of the Bank.  In addition, the Company agrees that it will
not agree to a negative pledge with any other lender or third party.

(C)Mergers, Acquisitions, Etc.Merge or consolidate with any other entity or acquire all or a
material part of the assets of any person or entity, or form or create any new
subsidiary or affiliate, or commence operations under any other name,
organization, or entity, including any joint venture.

(D)        Transfer of
Assets.Sell, transfer, lease, or otherwise dispose of any of its
assets, except in the ordinary course of business.

(E)        Loans.Lend
or advance money, credit, or property to any person or entity, except for trade
credit extended in the ordinary course of business and certain inter-company
loans made pursuant to Intercompany Loan/Security Agreement dated August 31,
1997 and successor agreements.

(F)        Contingent
Liabilities.Assume, guarantee, become liable as a surety, endorse,
contingently agree to purchase, or otherwise be or become liable, directly or
indirectly (including, but not limited to, by means of a maintenance agreement,
an asset or stock purchase agreement, or any other agreement designed to ensure
any creditor against loss), for or on account of the obligation of any person
or entity, except by the endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of the Company's
business and except for any liability on account of a guaranty of indebtedness
of Midwest Agri Commodities.

(G)        Change in
Business.Engage in any business activities or operations substantially
different from or unrelated to the Company's present business activities or
operations.

SECTION 10.  Financial Covenants.Unless otherwise agreed to in writing, while this agreement
is in effect:

(A)        Minimum
Net Working Capital.The Company shall maintain minimum at all times
and measured as of the end of each Fiscal Quarter a ratio of Current Assets
less Current Liabilities of not less than $35,000,000.

(B)        Long
Term Debt to Capitalization.The
Company shall maintain at all times and measured as of the end of each Fiscal
Quarter a ratio of Long Term Debt divided by the sum of Long Term Debt plus
Equity of no greater than fifty-five percent (55%).

(C)        Long Term Debt Coverage.The
Company shall maintain at all
times and measured as of the end of each Fiscal Quarter a ratio of Long Term
Debt to Average Net Funds Generated during the most recent three Fiscal Years
of not greater than six (6) times.

(D)        Definitions.For
purposes of this Section 10 and this Master Loan Agreement, the following terms
shall be defined as follows:

(i)         Average Net Funds Generated.Average
Net Funds Generated is the sum of the following for the most recent three
fiscal years divided by three (3).

Add:Unit
Retains; Depreciation and amortization; Net income from non-member business and
member business tax timing differences; Decrease in investments in other
cooperatives (excluding subsidiaries); and Net revenue from sale of stock.

Minus:Increase
in investments in other cooperatives (excluding subsidiaries); Net loss from
non-member business and member business tax timing differences; Provision for
income tax; and Members investment retirements.

(ii)        Borrowing Base.A maximum
dollar amount available to the Borrower under the terms of the Commitment (as
set forth in a Supplement) as determined on the basis of the most recent
Borrowing Base Certificate.

(iii)       Borrowing Base Certificate.A
certification of the value of specified assets of the Borrower used in
computing the Borrowing Base.

(iv)        Capitalization.The sum of
long term debt plus equity as determined in accordance with GAAP.

(v)         Current Assets.The current assets of the Borrower as measured in accordance with
GAAP.

(vi)        Current Liability.The
current liabilities of the Borrower as measured in accordance with GAAP.

(vii)      Depreciation.Total
depreciation of the Borrower as measured in accordance with GAAP.

(viii)     Debt.Debt means as to any
Person: (a) indebtedness or liability of such Person for borrowed money, or for
the deferred purchase price of property or services; (b) obligations of such
Person as lessee under capital leases; (c) obligations of such Person arising
under bankers or trade acceptance facilities; (d) all guarantees, endorsements
(other than for collection or deposit in the ordinary course of business), and
other contingent obligations of such Person to purchase any of the items
included in this definition, to provide funds for payment, to supply funds to
invest in any other Person, or otherwise to assure a creditor of another Person
against loss; (e) all obligations secured by a lien on property owned by such
Person, whether or not the obligations have been assumed; and (f) all
obligations of such Person under any agreement providing for an interest rate
swap, cap, cap and floor, contingent participation or other hedging mechanisms
with respect to interest payable on any of the items described in this
definition.

(ix)       Equity.Total equity of the
Borrower as measured in accordance with GAAP.

(x)         Fiscal Quarter.Each three (3) month period beginning on the first day of each of
the following months: September, December, March and June.

(xi)       Fiscal Year.A year commencing
on September 1 and ending on August 31.

(xii)      GAAP.Generally accepted accounting
principles in effect from time to time.

(xiii)     Interest Expense.Current cost of borrowing
funds that is shown as a financial expense in the income statement and as
measured in accordance with GAAP.

(xiv)      Long Term Debt.The long term
debt (excluding current maturities) as determined in accordance with GAAP.

(xv)       Net Realizable Value.The
expected selling price of an inventory item less expected costs to complete and
dispose, as determined in accordance with GAAP.

(xvi)      Net Working Capital.Shall mean
the Total Current Assets minus the Total Current Liabilities of the Borrower as
determined in accordance with GAAP accounting principles, consistently applied.

(xvii)    Person.Person shall mean any
individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, corporation, limited liability
company, cooperative association, institution, entity, party or government
(whether national, federal, state, provincial, country, city, municipal or
otherwise, including without limitation, and instrumentality, division, agency,
body or department thereof).

(xviii)   Subsidiary.Subsidiary shall mean
with respect to any Person: (a) any corporation in which such Person, directly
or indirectly, (i) owns more than fifty percent (50%) of the outstanding stock
thereof, or (ii) has the power under ordinary circumstances to elect at least a
majority of the directors thereof, or (b) any partnership, association, joint
venture, limited liability company, or other unincorporated organization or
entity with respect to which such Person, directly or indirectly, owns an
equity interest in an amount sufficient to control the management thereof.

SECTION 11.  Events of Default.Each of the following shall constitute an "Event of
Default" under this agreement:

(A)        Payment
Default.The Company should fail to make any payment to, or to
purchase any equity in, CoBank when due. 
Any payment received by CoBank after its due date shall not be subject
to an increase in the interest rate, as provided for in Section 12 below, if
the Company is not responsible for the payment delay.

(B)        Representations and Warranties.Any representation or warranty
made or deemed made by the Company herein or in any Supplement, application,
agreement, certificate, or other document related to or furnished in connection
with this agreement or any Supplement, shall prove to have been false or
misleading in any material respect on or as of the date made or deemed made.

(C)Certain Affirmative Covenants.The Company should fail to perform or comply
with Sections 8(A) through 8(H)(ii), 8(H)(viii), or any reporting covenant set
forth in any Supplement hereto, and such failure continues for 15 days after
written notice thereof shall have been delivered by CoBank to the Company.

(D)        Other
Covenants and Agreements.The Company should fail to
perform or comply with any other covenant or agreement contained herein or in
any other Loan Document or shall use the proceeds of any loan for an
unauthorized purpose.

(E)        Cross-Default.The Company should, after any applicable grace period, breach
or be in default under the terms of any other agreement between the Company and
CoBank.

(F)        Other
Indebtedness.The Company should fail to pay when due any indebtedness to
any other person or entity for borrowed money or any long-term obligation for
the deferred purchase price of property (including any capitalized lease), or
any other event occurs which, under any agreement or instrument relating to
such indebtedness or obligation, has the effect of accelerating or permitting
the acceleration of such indebtedness or obligation, whether or not such
indebtedness or obligation is actually accelerated or the right to accelerate
is conditioned on the giving of notice, the passage of time, or otherwise.

(G)        Judgments.
 A judgment, decree, or order for the payment of money shall be
rendered against the Company in an amount which, if enforced, would have a
material adverse effect on the financial condition, profits or operations of
the Compay, or a Lien prohibited under Section 9(B) hereof shall have been
obtained and shall continue in effect for a period of 20 consecutive days
without being discharged, satisfied, or stayed pending appeal.

(H)        Insolvency,
Etc.The Company shall: 
(i) become insolvent or shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they come due; or
(ii) suspend its business operations or a material part thereof or make an
assignment for the benefit of creditors; or (iii) apply for, consent to,
or acquiesce in the appointment of a trustee, receiver, or other custodian for
it or any of its property or, in the absence of such application, consent, or
acquiescence, a trustee, receiver, or other custodian is so appointed; or (iv)
commence or have commenced against it any proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution, or liquidation
Law of any jurisdiction.

(I)         Material
Adverse Change.Any material adverse change occurs, as reasonably
determined by CoBank, in the Company's financial condition, results of
operation, or ability to perform its obligations hereunder or under any
instrument or document contemplated hereby.

(J)        Guaranties.
The Companys agreement to guaranty, assume, or provide surety of other
entities financial obligations shall not exceed an aggregate amount greater
than 10% of the Companys net worth, without the Banks prior written consent.

SECTION 12.  Remedies.Upon
the occurrence and during the continuance of an Event of Default or any
Potential Default, CoBank shall have no obligation to continue to extend credit
to the Company and may discontinue doing so at any time without prior
notice.  CoBank shall promptly notify
the Company subsequent to any action to discontinue extending credit to the
Company.  In addition, upon the
occurrence and during the continuance of any Event of Default, CoBank may, upon
notice to the Company, terminate any commitment and declare the entire unpaid
principal balance of the loans, all accrued interest thereon, and all other
amounts payable under this agreement, all Supplements, and the other Loan
Documents to be immediately due and payable. 
Upon such a declaration, the unpaid principal balance of the loans and
all such other amounts shall become immediately due and payable, without
protest, presentment, demand, or further notice of any kind, all of which are
hereby expressly waived by the Company. 
In addition, upon such an acceleration:

(A)        Enforcement.CoBank
may proceed to protect, exercise, and enforce such rights and remedies as may
be provided by this agreement, any other Loan Document or under Law.  Each and every one of such rights and
remedies shall be cumulative and may be exercised from time to time, and no
failure on the part of CoBank to exercise, and no delay in exercising, any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise of any right or remedy shall preclude any other or future exercise
thereof, or the exercise of any other right. 
Without limiting the foregoing, CoBank may hold and/or set off and apply
against the Company's obligations to CoBank the proceeds of any equity in
CoBank, any cash collateral held by CoBank, or any balances held by CoBank for
the Companys account (whether or not such balances are then due).

(B)        Application
of Funds. CoBank may apply all payments received by it
to the Companys obligations to CoBank in such order and manner as CoBank may
elect in its sole discretion.

In addition to the
rights and remedies set forth above: 
(i) if the Company fails to purchase any equity in CoBank when
required or fails to make any payment to CoBank when due, then at CoBanks
option in each instance, such payment shall bear interest from the date due to
the date paid at 4% per annum in excess of the rate(s) of interest that would
otherwise be in effect on that loan; and (ii) after the maturity of any
loan (whether as a result of acceleration or otherwise), the unpaid principal
balance of such loan (including without limitation, principal, interest, fees
and expenses) shall automatically bear interest at 4% per annum in excess of
the rate(s) of interest that would otherwise be in effect on that loan.  All interest provided for herein shall be
payable on demand and shall be calculated on the basis of a year consisting of
360 days.

SECTION 13.  Broken Funding Surcharge.Notwithstanding any provision
contained in any Supplement giving the Company the right to repay any loan
prior to the date it would otherwise be due and payable, the Company agrees
that in the event it repays any fixed rate balance prior to its scheduled due
date or prior to the last day of the fixed rate period applicable thereto
(whether such payment is made voluntarily, as a result of an acceleration, or
otherwise), the Company will pay to CoBank a surcharge in an amount which would
result in CoBank being made whole (on a present value basis) for the actual or
imputed funding losses incurred by CoBank as a result thereof.  Notwithstanding the foregoing, in the event
any fixed rate balance is repaid as a result of the Company refinancing the
loan with another lender or by other means, then in lieu of the foregoing, the
Company shall pay to CoBank a surcharge in an amount sufficient (on a present
value basis) to enable CoBank to maintain the yield it would have earned during
the fixed rate period on the amount repaid. 
Such surcharges will be calculated in accordance with methodology established
by CoBank (a copy of which will be made available to the Company upon request).

SECTION 14. Complete Agreement, Amendments.This agreement, all Supplements,
and all other instruments and documents contemplated hereby and thereby, are
intended by the parties to be a complete and final expression of their
agreement.  No amendment, modification,
or waiver of any provision hereof or thereof, and no consent to any departure
by the Company herefrom or therefrom, shall be effective unless approved by CoBank
and contained in a writing signed by or on behalf of CoBank, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.  In
the event this agreement is amended or restated, each such amendment or
restatement shall be applicable to all Supplements hereto.

SECTION 15.  Other Types of Credit. From time to time, CoBank may issue letters of credit or extend
other types of credit to or for the account of the Company.  In the event the parties desire to do so
under the terms of this agreement, such extensions of credit may be set forth
in any Supplement hereto and this agreement shall be applicable thereto.

SECTION 16.  Applicable Law.Except to the extent governed by applicable federal law, this
agreement and each Supplement shall be governed by and construed in accordance
with the laws of the State of Colorado, without reference to choice of law
doctrine.

SECTION 17.  Notices.All
notices hereunder shall be in writing and shall be deemed to be duly given upon
delivery if personally delivered or sent by telegram or facsimile transmission,
or 3 days after mailing if sent by express, certified or registered mail, to
the parties at the following addresses (or such other address for a party as
shall be specified by like notice):

If to CoBank, as follows:CoBank, ACBCorporate Finance
  P.O. Box 5110Denver, Colorado 80217  Fax #
  (303) 694-5830
  If to the Company, as follows:
  American Crystal Sugar CompanyATTN: Treasurer
  101 North 3rd Street, Moorhead, Minnesota 56560
  FAX#:  (218) 236-4702

SECTION 18.  Taxes and Expenses.To the extent allowed by law, the Company agrees to pay all
reasonable out-of-pocket costs and expenses (including the fees and expenses of
counsel retained by CoBank) incurred by CoBank in connection with the origination,
administration, collection, and enforcement of this agreement and the other
Loan Documents, including, without limitation, all costs and expenses incurred
in perfecting, maintaining, determining the priority of, and releasing any
security for the Companys obligations to CoBank, and any stamp, intangible,
transfer, or like tax payable in connection with this agreement or any other
Loan Document.

SECTION 19.Effectiveness
and Severability.This
agreement shall continue in effect until: 
(i) all indebtedness and obligations of the Company under this
agreement, all Supplements, and all other Loan Documents shall have been paid
or satisfied; (ii) CoBank has no commitment to extend credit to or for the
account of the Company under any Supplement; and (iii) either party sends
written notice to the other terminating this agreement.  Any provision of this agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
thereof.

SECTION 20.  Successors and Assigns.This agreement, each Supplement, and the other Loan
Documents shall be binding upon and inure to the benefit of the Company and
CoBank and their respective successors and assigns, except that the Company may
not assign or transfer its rights or obligations under this agreement, any
Supplement or any other Loan Document without the prior written consent of
CoBank.

SECTION 21.  Participations.  From time to time, CoBank may sell to one or more banks or other
financial institutions a participation in one or more of the loans or other
extensions of credit made pursuant to this agreement.  However, no such participation shall relieve CoBank of any
commitment made to the Company under any Supplement hereto.  In connection with the foregoing, CoBank may
disclose information concerning the Company 
to any participant or prospective participant, provided that such
participant or prospective participant agrees to keep such information
confidential.

IN WITNESS WHEREOF, the
parties have caused this agreement to be executed by their duly authorized
officers as of the date shown above.

CoBANK, ACB
  AMERICAN CRYSTAL SUGAR COMPANYBy
  /s/ Casey Garten
  By:
  /s/ Sam WaiTitle
  Vice President
  Title:
  TreasurerNo.Z269A

AMENDMENT

THIS
AMENDMENT is entered into as of March 28, 2001, between CoBANK, ACB
(CoBank) and AMERICAN CRYSTAL SUGAR COMPANY, Moorhead, Minnesota (the Company).

BACKGROUND

CoBank
and the Company are parties to a Master Loan Agreement dated March 31, 2000,
(such agreement, as previously amended, is hereinafter referred to as the
MLA).  CoBank and the Company now
desire to amend the MLA.  For that reason,
and for valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), CoBank and the Company agree as follows:

1.          Section
10(A) of the MLA is hereby amended and restated to read as follows:

(A)        Minimum Net Working Capital.(1) have at the end of each fiscal quarter, other
than fiscal year end, an excess of current assets over current liabilities
(both as determined in accordance with GAAP consistently applied) of not less
than $15,000,000.00 and (2) have at then end of each fiscal year, an excess of
current assets over current liabilities (both as determined in accordance with
GAAP consistently applied) of not less than $35,000,000.00.

2.          Except
as set forth in this amendment, the MLA shall continue in full force and effect
as written.

IN WITNESS
WHEREOF, the parties have caused this amendment to be executed by
their duly authorized officers as of the date shown above.

CoBANK, ACB
  AMERICAN CRYSTAL SUGAR COMPANYBy
  /s/ Casey Garten
  By:
  /s/ Sam WaiTitle
  Vice President
  Title:
  TreasurerLoan No. Z269T01A

REVOLVING
TERM LOAN SUPPLEMENT

THIS SUPPLEMENT to the Master
Loan Agreement dated March 31, 2000 (the "MLA"), is entered into as
of March 28, 2001, between CoBANK, ACB("CoBank") and AMERICAN
CRYSTAL SUGAR COMPANY, Moorhead, Minnesota (the
"Company"), and amends and restates the Supplement dated March 31,
2000 and numbered Z269T01.

SECTION 1.    The Revolving Term Loan Commitment.On the terms and conditions set
forth in the MLA and this Supplement, CoBank agrees to make loans to the
Company during the period set forth below in an aggregate principal amount not
to exceed $77,849,070.00 at any one time outstanding (the
"Commitment").  Within the
limits of the Commitment, the Company may borrow, repay and reborrow.

SECTION 2.    Purpose and Transfer.The purpose of the Commitment is to finance the operating
needs of the Company.

SECTION 3.    Term.The
term of the Commitment shall be from the date hereof, up to but not including
March 30, 2002, or such later date as CoBank may, in its sole discretion,
authorize in writing.

SECTION 4.    Interest. The Company agrees to pay
interest on the unpaid balance of the loans in accordance with one or more of
the following interest rate options, as selected by the Company:

(A)        Variable Rate Option.  At a rate per annum equal at all times to
the rate of interest established by CoBank from time to time as its National
Variable Rate, which Rate is intended by CoBank to be a reference rate and not
its lowest rate. The National Variable Rate will change on the date established
by CoBank as the effective date of any change therein and CoBank agrees to
notify the Company promptly after any such change.

(B)Quoted Rate Option.   At a fixed rate per annum to
be quoted by
CoBank in its sole discretion in each instance.  Under this option, rates may be fixed on such balances and for
such periods as may be agreeable to CoBank in its sole discretion in each
instance.

(C)LIBOR Option.  At a fixed rate equal to "LIBOR"(as hereinafter defined) plus the Applicable LIBOR Margin per annum (as
described in terms of basis points (bps) in the chart immediately set forth
below).  Under this option:  (a) rates may be fixed  for "Interest Periods" (as
hereinafter defined) of 1, 2, 3, and 6 
months, as selected by the Company; (b) the minimum amount that may be
fixed at any one time shall be $2,000,000.00; and (c) rates may only be
fixed on a "Banking Day" (as hereinafter defined) or, at the option
of the Company, on 2 Banking Days prior notice.  For purposes hereof: (i) "LIBOR" shall mean the
rate indicated by Telerate (rounded upward to the nearest thousandth) as having
been quoted by the British Bankers Association at 11:00 a.m. London time on the
date the Company elects to fix a rate under this option for the offering of
U.S. dollar deposits in the London interbank market for the Interest Period
designated by the Company; (ii) "Banking Day" shall mean a day on
which CoBank is open for business, dealings in U.S. dollar deposits are being
carried out in the London interbank market, and banks are open for business in
New York City and London, England; and (iii) "Interest Period" shall
mean a period commencing on the day the Company elects to fix a rate under this
option (or, at the option of the Company, two Banking Days later) and ending on
the numerically corresponding day in the next calendar month or the month that
is 2, 3 or 6 months thereafter, as the case may be; provided, however,
that:  (x) in the event such ending day
is not a Banking Day, such period shall be extended to the next Banking Day
unless such next Banking Day falls in the next calendar month, in which case it
shall end on the preceding Banking Day; and (y) if there is no numerically
corresponding day in the month, then such period shall end on the last Banking
Day in the relevant month.

LIBOR
MARGINSRATE PRODUCT
  INDEX
  SPREAD OVER INDEX IN BASIS POINTSOne Month
  LIBOR
  90bpsTwo Months
  LIBOR
  90bpsThree Months
  LIBOR
  90bpsSix Months
  LIBOR
  90bps(D) Treasury Option.At a
fixed rate equal to Applicable Treasury Margin per annum (as described in
terms of basis points (bps) in the chart immediately set forth below) above
the "U.S. Treasury Rate" (as hereinafter defined) . Under this
option, balances of $2,000,000.00 or more may be fixed on or before  for periods ranging from one year to the
final maturity date of the loan, as selected by the Company. However, rates may
not be fixed in such a manner as to require the Company to have to repay any
fixed rate balance prior to the last day of its fixed rate period in order to
pay any installment of principal. For purposes hereof, the "U.S. Treasury
Rate" shall mean the yield to maturity on U.S. Treasury instruments having
the same maturity date as the last day of the fixed rate period selected by the
Company, as calculated from the bid price indicated by Telerate (page 5) at the
time the rate is fixed.  If, however, no
instrument is indicated  for the maturity
selected, then the rate shall be interpolated based on the bid prices quoted for
the next longest and shortest maturities so indicated. In the event Telerate
ceases to provide such quotations or materially changes the form or substance
of page 5 (as determined by CoBank), then CoBank will notify the Company and
the parties hereto will agree upon a substitute basis for obtaining such
quotations

TREASURY
MARGINS

One Year
  
  U.S.$ Constant Maturity  Treasury (US$CMT)
  125bpsTwo Years
  
  US$CMT
  125 bpsThree Years
  
  US$CMT
  125 bpsFour Years
  
  US$CMT
  125 bpsFive Years
  
  US$CMT
  125 bpsSeven Years
  
  US$CMT
  140 bpsTen Years
  
  US$CMT
  140 bpsFloor (Minimum) Margin (For One to
  Ten Year Fixed Rate Products Only)
  
  CoBanks cost of funds (as
  reasonably determined by CoBank in its sole discretion)
  105bpsThe spread over all of the above indices,
including the Floor Margin, may increase or decrease for future fixed
amounts  based on the Borrowers
previous fiscal quarters leverage ratio, as follows:

LEVERAGE RATIO
  (as defined below)
  INCREASE / DECREASE
  TO SPREAD
  CHANGE TO LIBOR and TREASURY MARGINS(IN BASIS POINTS)A.  Equal to or greater than 1.35:1.00
  Increase
  20B.  Equal to or greater than 1.20:1.00, but less than 1.35:1.00
  None
  0C.  Less than 1.20:1.00, but greater than or equal to 1.00:1.00
  Decrease
  10D.  Less than 1.00:1.00
  Decrease
  20Leverage Ratio:The Borrower will maintain a
leverage ratio of not more than 1.50:1.0, and attain a leverage ratio of not
more than 1.40:1.0 on November 30, 2002. 
Leverage ratio is long term debt (excluding current maturities) calculated
in accordance with GAAP plus or minus the difference between actual working
capital and minimum net working capital (as defined in the MLA No. Z269,
Section 10), divided by total members investments plus the estimated unit
retains.

The spread shall be adjusted quarterly on the latter of either: (a) five
business days after the Bank's receipt of the Borrower's certification of
compliance with the leverage ratio, or (b) 30 days after the end of each
calendar quarter.

The Company
shall select the applicable rate option at the time it requests a loan
hereunder and may, subject to the limitations set forth above, elect to convert
balances bearing interest at the variable rate option to one of the fixed rate
options. Upon the expiration of any fixed rate period, interest shall
automatically accrue at the variable rate option unless the amount fixed is
repaid or fixed for an additional period in accordance with the terms hereof.
Notwithstanding the foregoing, unless CoBank otherwise consents in its sole
discretion in each instance, rates may not be fixed for periods expiring after
the maturity date of the loans. In the event CoBank so consents and the
Commitment is not renewed, then each balance so fixed shall be due and payable
on the last day of its fixed rate period, and the promissory note set forth
below shall be deemed amended accordingly. All elections provided for herein
shall be made telephonically or in writing and must be received by 12:00 noon
Company's local time. Interest shall be calculated on the actual number of days
each loan is outstanding on the basis of a year consisting of 360 days and
shall be payable quarterly in arrears by the 20th day of the following month.

SECTION 5.Promissory Note.The Company promises to repay the
loans that are outstanding in annual principal payments of $9,396,579.17 each
due on or before December 31st of each year through December 31,
2008, and a final principal payment due on or before December 31, 2009.  All outstanding balances shall be repaid by
December 31, 2009. If any installment due date is not a day on which CoBank is
open for business, then such payment shall be made on the next day on which
CoBank is open for business.  In
addition to the above, the Company promises to pay interest on the unpaid
principal balance hereof at the times and in accordance with the provisions set
forth in Section 4 hereof. This note replaces and supersedes, but does not
constitute payment of the indebtedness evidenced by, the promissory note set
forth in the Supplement being amended and restated hereby.

The Company
shall be permitted to make special payments, in a minimum amount of
$388,500.00, on the variable rate portion of this loan, when all short term
financing, including the Companys seasonal loans, Commodity Credit Corporation
loans and other short term loans have been zeroed out.  These special payments may be readvanced
through the expiration date of the Commitment. Reinstatement may be denied and
canceled at any time at the option of CoBank. The reinstatable commitments
arising from such special payments shall be subject to the Commitment Fee as
described in Section 8 below.

SECTION 6.    Prepayment.The
loans may be prepaid in whole or in part on one CoBank business days prior
written notice.  During the term of the
Commitment, prepayments shall be applied to such balances, fixed or variable,
as the Company shall specify.  After the
expiration of the term of the Commitment, prepayments shall, unless CoBank
otherwise agrees, be applied to principal installments in the inverse order of
their maturity and to such balances, fixed or variable, as CoBank shall
specify.

SECTION 7.    Commitment Fee. 
In consideration of the Commitment, the Company agrees to pay to CoBank
a commitment fee on the average daily unused portion of the Commitment at the
rate of  20 basis points per annum
(calculated on a 360 day basis), payable quarterly in arrears by the 20th day
following each calendar quarter.   Such
fee shall be payable for each calendar quarter (or portion thereof) occurring
during the original or any extended term of the Commitment.

SECTION 8.    Commitments Arising From Special Payments.  Commitments arising as a result of special
payments described in Section 5 above shall be subject to a commitment fee of
25 basis points (0.25%) on an annualized basis, on the average daily
commitment.  Any such fees incurred
shall be payable on the last day of the calendar quarter, in arrears, computed
on the basis of a year of 360 days for the actual number of days elapsed in
which such reinstatable commitments were outstanding.

SECTION 9.Security.In addition to any other security that may otherwise
be required or provided, the Companys obligations under this Supplement are
secured by that Restated Mortgage and Security Agreement dated September 15,
1998, from American Crystal Sugar Company to St. Paul Bank for Cooperatives
(now known as CoBank as a result of merger), as Collateral Agent.

IN WITNESS WHEREOF, the
parties have caused this Supplement to be executed by their duly authorized
officers as of the date shown above.

CoBANK, ACB
  AMERICAN CRYSTAL SUGAR COMPANYBy
  /s/ Casey Garten
  By:
  /s/ Sam WaiTitle
  Vice President
  Title:
  TreasurerLoan No. Z269T01A NP

REVOLVING
TERM LOAN SUPPLEMENT

THIS SUPPLEMENT to the Master
Loan Agreement dated March 31, 2000 (the "MLA"), is entered into as
of March 28, 2001, between CoBANK, ACB("CoBank") and AMERICAN
CRYSTAL SUGAR COMPANY, Moorhead, Minnesota (the
"Company"), and amends and restates the Supplement dated March 31,
2000 and numbered Z269T01NP.

SECTION 1.    The Revolving Term Loan Commitment.On the terms and conditions set
forth in the MLA and this Supplement, CoBank agrees to make loans to the
Company during the period set forth below in an aggregate principal amount not
to exceed $60,450,930.00 at any one time outstanding (the
"Commitment").  Within the
limits of the Commitment, the Company may borrow, repay and reborrow.

SECTION 2.    Purpose and Transfer.The purpose of the Commitment is to finance the operating
needs of the Company.

SECTION 3.    Term.The
term of the Commitment shall be from the date hereof, up to but not including
March 30, 2002, or such later date as CoBank may, in its sole discretion,
authorize in writing.

SECTION 4.    Interest. The Company agrees to pay
interest on the unpaid balance of the loans in accordance with one or more of
the following interest rate options, as selected by the Company:

(A)        Variable Rate Option.  At a rate per annum equal at all times to
the rate of interest established by CoBank from time to time as its National
Variable Rate, which Rate is intended by CoBank to be a reference rate and not
its lowest rate. The National Variable Rate will change on the date established
by CoBank as the effective date of any change therein and CoBank agrees to notify
the Company promptly after any such change.

(B)Quoted Rate Option.   At a fixed rate per annum to
be quoted by
CoBank in its sole discretion in each instance.  Under this option, rates may be fixed on such balances and for
such periods as may be agreeable to CoBank in its sole discretion in each
instance.

(C)LIBOR Option.  At a fixed rate equal to "LIBOR"(as hereinafter defined) plus the Applicable LIBOR Margin per annum (as
described in terms of basis points (bps) in the chart immediately set forth
below).  Under this option:  (a) rates may be fixed  for "Interest Periods" (as
hereinafter defined) of 1, 2, 3, and 6 
months, as selected by the Company; (b) the minimum amount that may be
fixed at any one time shall be $2,000,000.00; and (c) rates may only be
fixed on a "Banking Day" (as hereinafter defined) or, at the option
of the Company, on 2 Banking Days prior notice.  For purposes hereof: (i) "LIBOR" shall mean the
rate indicated by Telerate (rounded upward to the nearest thousandth) as having
been quoted by the British Bankers Association at 11:00 a.m. London time on the
date the Company elects to fix a rate under this option for the offering of
U.S. dollar deposits in the London interbank market for the Interest Period
designated by the Company; (ii) "Banking Day" shall mean a day on
which CoBank is open for business, dealings in U.S. dollar deposits are being
carried out in the London interbank market, and banks are open for business in
New York City and London, England; and (iii) "Interest Period" shall
mean a period commencing on the day the Company elects to fix a rate under this
option (or, at the option of the Company, two Banking Days later) and ending on
the numerically corresponding day in the next calendar month or the month that
is 2, 3 or 6 months thereafter, as the case may be; provided, however,
that:  (x) in the event such ending day
is not a Banking Day, such period shall be extended to the next Banking Day
unless such next Banking Day falls in the next calendar month, in which case it
shall end on the preceding Banking Day; and (y) if there is no numerically
corresponding day in the month, then such period shall end on the last Banking
Day in the relevant month.

LIBOR
MARGINSRATE PRODUCT
  INDEX
  SPREAD OVER INDEX IN BASIS POINTSOne Month
  LIBOR
  90bpsTwo Months
  LIBOR
  90bpsThree Months
  LIBOR
  90bpsSix Months
  LIBOR
  90bps(D) Treasury Option.At a
fixed rate equal to the Applicable Treasury Margin per annum (as described in
terms of basis points (bps) in the chart immediately set forth below) above
the "U.S. Treasury Rate" (as hereinafter defined) . Under this
option, balances of $2,000,000.00 or more may be fixed on or before  for periods ranging from one year to the
final maturity date of the loan, as selected by the Company. However, rates may
not be fixed in such a manner as to require the Company to have to repay any
fixed rate balance prior to the last day of its fixed rate period in order to
pay any installment of principal. For purposes hereof, the "U.S. Treasury
Rate" shall mean the yield to maturity on U.S. Treasury instruments having
the same maturity date as the last day of the fixed rate period selected by the
Company, as calculated from the bid price indicated by Telerate (page 5) at the
time the rate is fixed.  If, however, no
instrument is indicated  for the
maturity selected, then the rate shall be interpolated based on the bid prices
quoted for the next longest and shortest maturities so indicated. In the event
Telerate ceases to provide such quotations or materially changes the form or
substance of page 5 (as determined by CoBank), then CoBank will notify the
Company and the parties hereto will agree upon a substitute basis for obtaining
such quotations.

TREASURY
MARGINS

One Year
  
  U.S.$ Constant Maturity  Treasury (US$CMT)
  125bpsTwo Years
  
  US$CMT
  125 bpsThree Years
  
  US$CMT
  125 bpsFour Years
  
  US$CMT
  125 bpsFive Years
  
  US$CMT
  125 bpsSeven Years
  
  US$CMT
  140 bpsTen Years
  
  US$CMT
  140 bpsFloor (Minimum) Margin (For One to
  Ten Year Fixed Rate Products Only)
  
  CoBanks cost of funds (as
  reasonably determined by CoBank in its sole discretion)
  105bpsThe spread over all of the above indices,
including the Floor Margin, may increase or decrease for future fixed
amounts  based on the Borrowers
previous fiscal quarters leverage ratio, as follows:

LEVERAGE RATIO
  (as defined below)
  INCREASE / DECREASE
  TO SPREAD
  CHANGE TO LIBOR and TREASURY MARGINS(IN BASIS POINTS)A.  Equal to or greater than 1.35:1.00
  Increase
  20B.  Equal to or greater than 1.20:1.00, but less than 1.35:1.00
  None
  0C.  Less than 1.20:1.00, but greater than or equal to 1.00:1.00
  Decrease
  10D.  Less than 1.00:1.00
  Decrease
  20Leverage Ratio:The Borrower will maintain a
leverage ratio of not more than 1.50:1.0, and attain a leverage ratio of not
more than 1.40:1.0 on November 30, 2002. 
Leverage ratio is long term debt (excluding current maturities)
calculated in accordance with GAAP plus or minus the difference between actual
working capital and minimum net working capital (as defined in the MLA No.
Z269, Section 10), divided by total members investments plus the estimated unit
retains.

The spread shall be adjusted quarterly on the latter of either: (a) five
business days after the Bank's receipt of the Borrower's certification of compliance
with the leverage ratio, or (b) 30 days after the end of each calendar quarter.

The Company
shall select the applicable rate option at the time it requests a loan
hereunder and may, subject to the limitations set forth above, elect to convert
balances bearing interest at the variable rate option to one of the fixed rate
options. Upon the expiration of any fixed rate period, interest shall
automatically accrue at the variable rate option unless the amount fixed is
repaid or fixed for an additional period in accordance with the terms hereof.
Notwithstanding the foregoing, unless CoBank otherwise consents in its sole
discretion in each instance, rates may not be fixed for periods expiring after
the maturity date of the loans. In the event CoBank so consents and the
Commitment is not renewed, then each balance so fixed shall be due and payable
on the last day of its fixed rate period, and the promissory note set forth
below shall be deemed amended accordingly. All elections provided for herein
shall be made telephonically or in writing and must be received by 12:00 noon
Company's local time. Interest shall be calculated on the actual number of days
each loan is outstanding on the basis of a year consisting of 360 days and
shall be payable quarterly in arrears by the 20th day of the following month.

SECTION 5.Promissory Note.The Company promises to repay the
loans that are outstanding in annual principal payments of $7,603,420.83 each
due on or before December 31st of each year through December 31,
2008, and a final principal payment due on or before December 31, 2009.  All outstanding balances shall be repaid by
December 31, 2009. If any installment due date is not a day on which CoBank is
open for business, then such payment shall be made on the next day on which
CoBank is open for business.  In
addition to the above, the Company promises to pay interest on the unpaid
principal balance hereof at the times and in accordance with the provisions set
forth in Section 4 hereof.  This note
replaces and supersedes, but does not constitute payment of the indebtedness
evidenced by, the promissory note set forth in the Supplement being amended and
restated hereby.

The Company shall be permitted to make
special payments, in a minimum amount of $111,500.00, on the variable rate
portion of this loan, when all short term financing, including the Companys
seasonal loans, Commodity Credit Corporation loans and other short term loans
have been zeroed out.  These special
payments may be readvanced through the expiration date of the Commitment.  Reinstatement may be denied and canceled at
any time at the option of CoBank. The reinstatable commitments arising from
such special payments shall be subject to the Commitment Fee as described in
Section 8 below.

SECTION 6.    Prepayment.The
loans may be prepaid in whole or in part on one CoBank business days prior
written notice.  During the term of the
Commitment, prepayments shall be applied to such balances, fixed or variable,
as the Company shall specify.  After the
expiration of the term of the Commitment, prepayments shall, unless CoBank
otherwise agrees, be applied to principal installments in the inverse order of
their maturity and to such balances, fixed or variable, as CoBank shall
specify.

SECTION 7.    Commitment Fee.In consideration of the
Commitment, the Company agrees to pay to CoBank a commitment fee on the average
daily unused portion of the Commitment at the rate of  20 basis points per annum (calculated on a 360 day basis),
payable quarterly in arrears by the 20th day following each calendar
quarter.   Such fee shall be payable for
each calendar quarter (or portion thereof) occurring during the original or any
extended term of the Commitment.

SECTION 8.    Commitments
Arising From Special Payments.Commitments
arising as a result of special payments described in Section 5 above shall be
subject to a commitment fee of 25 basis points (0.25%) on an annualized basis,
on the average daily commitment.  Any
such fees incurred shall be payable on the last day of the calendar quarter, in
arrears, computed on the basis of a year of 360 days for the actual number of
days elapsed in which such reinstatable commitments were outstanding.

SECTION 9.Security.In addition to any other security that may otherwise
be required or provided, the Companys obligations under this Supplement are
secured by that Restated Mortgage and Security Agreement dated September 15,
1998, from American Crystal Sugar Company to St. Paul Bank for Cooperatives
(now known as CoBank as a result of merger), as Collateral Agent.

IN WITNESS WHEREOF,the parties have caused this Supplement to be
executed by their duly authorized officers as of the date shown above.

CoBANK, ACB
  AMERICAN CRYSTAL SUGAR COMPANYBy
  /s/ Casey Garten
  By:
  /s/ Sam WaiTitle
  Vice President
  Title:
  TreasurerLoan No. Z269T02A NP

REVOLVING
TERM LOAN SUPPLEMENT

THIS SUPPLEMENT to the Master
Loan Agreement dated March 31, 2000 (the "MLA"), is entered into as
of March 28, 2001, between CoBANK, ACB("CoBank") and AMERICAN CRYSTAL
SUGAR COMPANY, Moorhead, Minnesota (the "Company"), and
amends and restates the Supplement dated March 31, 2000 and numbered Z269T02NP.

SECTION 1.    The Revolving Term Loan Commitment.On the terms and conditions set
forth in the MLA and this Supplement, CoBank agrees to make loans to the
Company during the period set forth below in an aggregate principal amount not
to exceed $20,000,000.00 at any one time outstanding (the
"Commitment").  Within the limits
of the Commitment, the Company may borrow, repay and reborrow, provided,
however, no advances shall be made on this Term Loan, until Term Loan No.
Z269T01, has been fully advanced.

SECTION 2.    Purpose and Transfer.The purpose of the Commitment is to finance the operating
needs of the Company.

SECTION 3.    Term.The
term of the Commitment shall be from the date hereof, up to but not including
March 30, 2002, or such later date as CoBank may, in its sole discretion,
authorize in writing.

SECTION 4.    Interest. The Company agrees to pay
interest on the unpaid balance of the loans in accordance with one or more of
the following interest rate options, as selected by the Company:

(A)        Variable Rate Option.  At a rate per annum equal at all times to
the rate of interest established by CoBank from time to time as its National
Variable Rate, which Rate is intended by CoBank to be a reference rate and not
its lowest rate. The National Variable Rate will change on the date established
by CoBank as the effective date of any change therein and CoBank agrees to notify
the Company promptly after any such change.

(B)Quoted Rate Option.   At a fixed rate per annum to
be quoted by
CoBank in its sole discretion in each instance.  Under this option, rates may be fixed on such balances and for
such periods as may be agreeable to CoBank in its sole discretion in each
instance.

(C)LIBOR Option.  At a fixed rate equal to "LIBOR"(as hereinafter defined) plus the Applicable LIBOR Margin per annum (as
described in terms of basis points (bps) in the chart immediately set forth
below).  Under this option:  (a) rates may be fixed  for "Interest Periods" (as
hereinafter defined) of 1, 2, 3, and 6 
months, as selected by the Company; (b) the minimum amount that may be
fixed at any one time shall be $2,000,000.00; and (c) rates may only be
fixed on a "Banking Day" (as hereinafter defined) or, at the option
of the Company, on 2 Banking Days prior notice.  For purposes hereof: (i) "LIBOR" shall mean the
rate indicated by Telerate (rounded upward to the nearest thousandth) as having
been quoted by the British Bankers Association at 11:00 a.m. London time on the
date the Company elects to fix a rate under this option for the offering of
U.S. dollar deposits in the London interbank market for the Interest Period
designated by the Company; (ii) "Banking Day" shall mean a day on
which CoBank is open for business, dealings in U.S. dollar deposits are being
carried out in the London interbank market, and banks are open for business in
New York City and London, England; and (iii) "Interest Period" shall
mean a period commencing on the day the Company elects to fix a rate under this
option (or, at the option of the Company, two Banking Days later) and ending on
the numerically corresponding day in the next calendar month or the month that
is 2, 3 or 6 months thereafter, as the case may be; provided, however,
that:  (x) in the event such ending day
is not a Banking Day, such period shall be extended to the next Banking Day
unless such next Banking Day falls in the next calendar month, in which case it
shall end on the preceding Banking Day; and (y) if there is no numerically
corresponding day in the month, then such period shall end on the last Banking
Day in the relevant month.

LIBOR
MARGINSRATE PRODUCT
  INDEX
  SPREAD OVER INDEX IN BASIS POINTSOne Month
  LIBOR
  90bpsTwo Months
  LIBOR
  90bpsThree Months
  LIBOR
  90bpsSix Months
  LIBOR
  90bps(D)        Treasury
Option.At a fixed rate equal to Applicable
Treasury Margin per annum (as described in terms of basis points (bps) in
the chart immediately set forth below) above the "U.S. Treasury Rate"
(as hereinafter defined) . Under this option, balances of $2,000,000.00 or more
may be fixed on or before  for periods
ranging from one year to the final maturity date of the loan, as selected by
the Company. However, rates may not be fixed in such a manner as to require the
Company to have to repay any fixed rate balance prior to the last day of its
fixed rate period in order to pay any installment of principal. For purposes
hereof, the "U.S. Treasury Rate" shall mean the yield to maturity on
U.S. Treasury instruments having the same maturity date as the last day of the
fixed rate period selected by the Company, as calculated from the bid price
indicated by Telerate (page 5) at the time the rate is fixed.  If, however, no instrument is indicated  for the maturity selected, then the rate
shall be interpolated based on the bid prices quoted for the next longest and
shortest maturities so indicated. In the event Telerate ceases to provide such
quotations or materially changes the form or substance of page 5 (as determined
by CoBank), then CoBank will notify the Company and the parties hereto will
agree upon a substitute basis for obtaining such quotations.

TREASURY
MARGINS

One Year
  
  U.S.$ Constant Maturity  Treasury (US$CMT)
  125bpsTwo Years
  
  US$CMT
  125bpsThree Years
  
  US$CMT
  125bpsFour Years
  
  US$CMT
  125bpsFive Years
  
  US$CMT
  125bpsSeven Years
  
  US$CMT
  140bpsTen Years
  
  US$CMT
  140bpsFloor (Minimum) Margin (For One to
  Ten Year Fixed Rate Products Only)
  
  CoBanks cost of funds (as
  reasonably determined by CoBank in its sole discretion)
  105bpsThe spread over all of the above indices,
including the Floor Margin, may increase or decrease for future fixed
amounts  based on the Borrowers
previous fiscal quarters leverage ratio, as follows:

LEVERAGE RATIO
  (as defined below)
  INCREASE / DECREASE
  TO SPREAD
  CHANGE TO LIBOR and TREASURY MARGINS
  (IN BASIS POINTS)A.  Equal to or greater than 1.35:1.00
  Increase
  20B.  Equal to or greater than 1.20:1.00, but less than 1.35:1.00
  None
  0C.  Less than 1.20:1.00, but greater than or equal to 1.00:1.00
  Decrease
  10D.  Less than 1.00:1.00
  Decrease
  20Leverage Ratio:The Borrower will maintain a
leverage ratio of not more than 1.50:1.0, and attain a leverage ratio of not
more than 1.40:1.0 on November 30, 2002. 
Leverage ratio is long term debt (excluding current maturities)
calculated in accordance with GAAP plus or minus the difference between actual
working capital and minimum net working capital (as defined in the MLA No.
Z269, Section 10), divided by total members investments plus the estimated unit
retains.

The spread shall be adjusted quarterly on the latter of either: (a) five
business days after the Bank's receipt of the Borrower's certification of
compliance with the leverage ratio, or (b) 30 days after the end of each
calendar quarter.

The Company
shall select the applicable rate option at the time it requests a loan
hereunder and may, subject to the limitations set forth above, elect to convert
balances bearing interest at the variable rate option to one of the fixed rate
options. Upon the expiration of any fixed rate period, interest shall
automatically accrue at the variable rate option unless the amount fixed is
repaid or fixed for an additional period in accordance with the terms hereof.
Notwithstanding the foregoing, unless CoBank otherwise consents in its sole
discretion in each instance, rates may not be fixed for periods expiring after
the maturity date of the loans. In the event CoBank so consents and the
Commitment is not renewed, then each balance so fixed shall be due and payable
on the last day of its fixed rate period, and the promissory note set forth
below shall be deemed amended accordingly. All elections provided for herein
shall be made telephonically or in writing and must be received by 12:00 noon
Company's local time. Interest shall be calculated on the actual number of days
each loan is outstanding on the basis of a year consisting of 360 days and
shall be payable quarterly in arrears by the 20th day of the following month.

SECTION 5.Promissory Note.The Company promises to repay the
loans that are outstanding in annual principal payments of $2,000,000.00 each
due on or before December 31st of each year commencing in 2001.  All outstanding balances shall be repaid by
December 31, 2009. If any installment due date is not a day on which CoBank is
open for business, then such payment shall be made on the next day on which
CoBank is open for business.  In
addition to the above, the Company promises to pay interest on the unpaid
principal balance hereof at the times and in accordance with the provisions set
forth in Section 4 hereof. This note replaces and supersedes, but does not
constitute payment of the indebtedness evidenced by, the promissory note set
forth in the Supplement being amended and restated hereby.

SECTION 6.    Prepayment.The
loans may be prepaid in whole or in part on one CoBank business days prior
written notice.  During the term of the
Commitment, prepayments shall be applied to such balances, fixed or variable,
as the Company shall specify.  After the
expiration of the term of the Commitment, prepayments shall, unless CoBank
otherwise agrees, be applied to principal installments in the inverse order of
their maturity and to such balances, fixed or variable, as CoBank shall
specify.

SECTION 7.    Commitment Fee. 
In consideration of the Commitment, the Company agrees to pay to CoBank
a commitment fee on the average daily unused portion of the Commitment at the
rate of  20 basis points per annum
(calculated on a 360 day basis), payable quarterly in arrears by the 20th day
following each calendar quarter.  Such
fee shall be payable for each calendar quarter (or portion thereof) occurring
during the original or any extended term of the Commitment.

SECTION 8.    Letters
of Credit.  In addition to loans, and if agreeable to
CoBank in its sole discretion in each instance, the Company may utilize the
Commitment to open irrevocable letters of credit for its account.  Each letter of credit shall reduce the
amount available under the Commitment by the maximum amount capable of being
drawn thereunder.  The rights and
obligations of the parties with respect to each letter of credit will be
governed by the Reimbursement Agreement attached hereto as Exhibit A (which
rights and obligations shall be in addition to the rights and obligations of
the parties hereunder and under the MLA). The fee for issuing each letter of
credit shall be determined at the time of application.

SECTION 9.Security.In addition to any other security that may otherwise be
required or provided, the Companys obligations under this Supplement are
secured by that Restated Mortgage and Security Agreement dated September 15,
1998, from American Crystal Sugar Company to St. Paul Bank for Cooperatives
(now known as CoBank as a result of merger), as Collateral Agent.

IN WITNESS WHEREOF, the
parties have caused this Supplement to be executed by their duly authorized
officers as of the date shown above.

CoBANK, ACB
  AMERICAN CRYSTAL SUGAR COMPANYBy
  /s/ Casey Garten
  By:
  /s/ Sam WaiTitle
  Vice President
  Title:
  TreasurerLoan No. Z269T03A NP

SINGLE
ADVANCE TERM LOAN SUPPLEMENT

THIS SUPPLEMENT to the Master
Loan Agreement dated as of March 31, 2000 (the "MLA"), is entered
into as of April 21, 2000, between CoBANK, ACB("CoBank") and AMERICAN
CRYSTAL SUGAR COMPANY, Moorhead, Minnesota (the
"Company"), and amends and restates the Supplement dated March 31,
2000 and numbered Z269T03NP.

SECTION 1.    The Term Loan.This Supplement is to evidence a term loan to the Company in
the original principal commitment amount of $12,000,000.00 (the Loan).  The Loan is currently evidenced by Note No.
30800NP (the Note) and is subject to the terms of that certain Note Agreement
dated December 5, 1994 by and among the Company, CoBanks predecessor (the St.
Paul Bank for Cooperatives), and Bank of North Dakota (the Note
Agreement).  The outstanding principal
balance of the Loan as of the date hereof is $7,200,000.00.

SECTION 2.    Purpose and Transfer.The purpose of this Supplement is to replace the Note and
transfer the indebtedness evidenced thereby to this Supplement.  As of the date of this Supplement, the Note
shall be deemed replaced and superseded, but the indebtedness evidenced by such
Note shall not be deemed to have been paid off, by this Supplement and the
MLA.  The Note Agreement shall remain in
full force and effect except that any reference to the Loan shall be deemed
to mean the indebtedness evidenced by this Supplement, and any reference to
Loan Agreement shall be deemed a reference to the MLA.  To the extent that the Note Agreement may be
inconsistent with the terms of this Supplement or the MLA, the terms of the
Note Agreement shall control.  All
security given to secure the Note shall secure this Supplement.

SECTION 3.    Availability.The
datefor
permitting advances under the Note has expired. There
is no further availability.

SECTION 4.    Interest. The Company agrees to pay
interest on the unpaid balance of the Loan at such rate or rates as determined
in accordance with the terms of the Note Agreement.  As of the date hereof the interest rate is fixed at 6.34% per
annum and shall remain fixed at such rate for the period as provided for in the
Note Agreement.  All other matters
regarding the calculation and payment of interest shall be in accordance with
the terms of the Note Agreement (including, without limitation, the terms
applicable to prepayment of fixed rate loans prior to pricing maturity dates).

SECTION 5.Promissory Note.The Company promises to repay the
Loan in accordance with the repayment terms of the Note Agreement.  If any installment due date is not a day on
which CoBank is open for business, then such payment shall be made on the next
day on which CoBank is open for business. 
In addition to the above, the Company promises to pay interest on the
unpaid principal balance hereof at the times and in accordance with the terms
of the Note Agreement.  This note
replaces and supersedes, but does not constitute payment of the indebtedness
evidenced by, the promissory note set forth in the Supplement being amended and
restated hereby.

SECTION 6.    Prepayment.Subject
to the terms of the Note Agreement,the Loan may be prepaid in whole or in
part on one CoBank business days prior written notice.

SECTION 7.    Security.In
addition to any other security that may otherwise be required or provided, the
Companys obligations under this Supplement are secured by that Restated
Mortgage and Security Agreement dated September 15, 1998, from American Crystal
Sugar Company to St. Paul Bank for Cooperatives (now known as CoBank as a
result of merger), as Collateral Agent.

IN WITNESS WHEREOF, the
parties have caused this Supplement to be executed by their duly authorized
officers as of the date shown above.

CoBANK, ACB
  AMERICAN CRYSTAL SUGAR COMPANYBy
  /s/ Casey Garten
  By:
  /s/ Sam WaiTitle
  Vice President
  Title:
  TreasurerLoan No. 
Z269S01B

STATUSEDREVOLVING CREDIT SUPPLEMENT

THIS SUPPLEMENT to the Master
Loan Agreement dated March 31, 2000 (the "MLA"), is entered into as
of March 28, 2001, between CoBANK, ACB("CoBank") and AMERICAN
CRYSTAL SUGAR COMPANY, Moorhead, Minnesota (the
"Company"), and amends and restates the Supplement dated April 21. 2000
and numbered Z269S01A.

SECTION 1.    The Revolving Credit Facility.On the terms and conditions set
forth in the MLA and this Supplement, CoBank agrees to make loans to the
Company during the period set forth below in an aggregate principal amount not to
exceed, at any one time outstanding, the lesser of the Borrowing Base (as
calculated pursuant to the Borrowing Base Certificate, the form of which is
attached hereto as Exhibit A) or $180,000,000.00 (the "Commitment").
Within the limits of the Commitment, but subject to the Borrowing Base, the
Company may borrow, repay and reborrow.

SECTION 2.Purpose and Transfer. The purpose of the Commitment is to finance
the Companys general corporate purposes, fund working capital requirements,
back the Companys commercial paper program, and issue short-term commercial
and standby letters of credit.

SECTION 3.    Term.The
term of the Commitment shall be from the date hereof, up to but not including
March 30, 2002, or such later date as CoBank may, in its sole discretion,
authorize in writing.

SECTION 4.    Interest.The
Company agrees to pay interest on the unpaid balance of the loans in accordance
with one or more of the following interest rate options, as selected by the
Company:

(A)        Base Rate Option.  At a rate per annum at all times equal to the Base Rate.  For
the purposes hereof, Base Rate means
that rate in effect from day to day defined as the prime rate as published
from time to time in the Eastern Edition of The Wall Street Journalas
the average prime lending rate for seventy-five percent (75%) of the United
States; thirty (30) largest commercial banks, or if The Wall Street Journal
shall cease publication or cease publishing the prime rate on a regular
basis, such other regularly published average prime rate applicable to such
commercial banks as is acceptable to the Lender in its reasonable
discretion.  Loans for which the Base
Rate option is selected are referred to herein as Base Rate Loans.

Base Rate
Loans shall be:  (a) in minimum amounts
of $5,000,000 and incremental multiples of $1,000,000; and (b) made available
on any Banking Day.  Interest on Base
Rate Loans shall be calculated on the actual number of days each loan is
outstanding on the basis of a year consisting of 360 days and shall be payable
monthly in arrears on the twentieth Banking Day of the following month.

(B)        Quoted Rate Option.At a fixed rate per annum at all times equal to the
Quoted Rate.  For the purposes hereof,
Quoted Rate means a fixed rate of interest to apply to a loan (referred to
herein as a Quoted Rate Loan) for a specified period of time not to exceed
thirty (30) days quoted by CoBank in its sole discretion.

Quoted Rate Loans shall be (i) in minimum
amounts of $1,000,000 and incremental multiples of $1,000,000; and (ii) made
available on any Banking Day.  The
Quoted Rate may not necessarily be the lowest rate at which CoBank funds at
that time.

Interest on Quoted Rate Loans shall be
calculated on the actual number of days each loan is outstanding on the basis of
a year consisting of 360 days and shall be payable monthly in arrears on the
twentieth Banking Day of the following month.

(C)        LIBOR Option.At a fixed rate equal to LIBOR plus the Applicable Margin (as defined
below).  For the purposes hereof, LIBOR
means the rate for deposits in U.S. Dollars, with maturities comparable to the
selected LIBOR Interest Period, that appears on the display designed as page
3750 of the Telerate Service (or such other page as may replace the 3750 page
of that service of if the Telerate Service shall cease displaying such rates,
such other service or services as may be nominated by the British Bankers
Association for the purpose of displaying London Interbank Offered Rates for
U.S. Dollar deposits), determined as of 11:00 a.m. London time two Banking Days
prior to the commencement of such LIBOR Interest Period.  LIBOR Interest Period means a period of
one, two, three or six months.  LIBOR
pricing will be adjusted for Regulation D reserve requirements.  The Applicable Margin is 70 basis
points.  Loans for which the LIBOR
option is selected are referred to herein as LIBOR Loans.

LIBOR Loans shall be:  (a) in a minimum amount of $5,000,000 and
incremental multiples of $1,000,000; 
(b) made available on three Banking Days prior notice; and (c) be for
periods of one, two, three, or six months. 
Interest on LIBOR Loans shall be calculated on the actual number of days
each loan is outstanding on the basis of a year consisting of 360 days and
shall be payable in arrears upon maturity of the applicable LIBOR Interest
Period, but no less frequently than quarterly. 
The LIBOR option shall be subject to the following limitations:

(1)         Notwithstanding
anything herein to the contrary, if, on or prior to the determination of the
LIBOR rate for any LIBOR Interest Period, CoBank determines (which
determination shall be conclusive) that quotations of interest rates in
accordance with the definition of LIBOR rate are not being provided in the
relevant amounts or for the relevant maturities for purposes of determining
rates of interest for LIBOR rate advances as provided in this Supplement, then
CoBank shall give the Company prompt notice thereof, and so long as such
condition remains in effect, CoBank shall be under no obligation to make LIBOR
rate loans, convert Base Rate loans into LIBOR rate loans, or continue LIBOR
rate loans, and the Company shall, on the last day(s) of the then current
applicable LIBOR Interest Period(s) for the outstanding LIBOR rate loans,
either prepay such LIBOR rate loans or such LIBOR rate loans shall
automatically be converted into a Base Rate loan in accordance with this
Section 4.(2)         If any law,
treaty, rule, regulation or determination of a court or governmental authority
or any change therein or in the interpretation or application thereof
subsequent to the date hereof (each, a Change in Law) shall make it unlawful
for CoBank to (a) advance any LIBOR rate loan or (b) maintain all or any
portion of a LIBOR rate loan, then CoBank shall promptly notify the Company thereof.  In the former event, any obligation of
CoBank to make available any future LIBOR rate loan shall immediately be
canceled (and, in lieu thereof shall be made as a Base Rate loan or Quoted Rate
loan at the option of the Company), and in the latter event, any such unlawful
LIBOR rate loan or portions thereof then outstanding shall be converted, at the
option of the Company, to either a Base Rate loan or a Quoted Rate loan;
provided, however, that if any such Change in Law shall permit the LIBOR rate to
remain in effect until the expiration of the LIBOR rate period applicable to
any such unlawful LIBOR rate loan, then such LIBOR rate loan shall continue in
effect until the expiration of such LIBOR rate period.  Upon the occurrence of any of the foregoing
events on account of any Change in Law, the Company shall pay to CoBank
immediately upon demand such amounts as may be necessary to compensate CoBank
for any fees, charges, or other costs incurred or payable by CoBank as a result
thereof and which are attributable to any LIBOR rate loans made available to
the Company hereunder.(3)         If
CoBank shall determine that, after the date hereof, the adoption of any
applicable Law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
governmental authority, central bank or comparable agency, has or would have
the effect of reducing the rate of return on capital of CoBank as a consequence
of CoBank's obligations hereunder to a level below that which CoBank could have
achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy existing on the
date of this Supplement) by an amount deemed by CoBank to be material, then
from time to time, within fifteen (15) days after demand by CoBank, the Company
shall pay to CoBank such additional amount or amounts as will compensate CoBank
for such reduction.  CoBank agrees to
take reasonable steps to reduce the amount of such increase, provided, however,
that CoBank shall not be required to take any such step, if in CoBanks sole
opinion, CoBank would suffer an economic loss or any negative legal or
regulatory consequences as a result thereof. 
If CoBank is to require the Company to make payments under this Section
then CoBank must make a demand on the Company to make such payment within
ninety (90) days of the later of (1) the date on which such capital costs are
actually incurred by CoBank, or (2) the date on which CoBank knows, or should
have known, that such capital costs have been incurred by CoBank.The Company
shall select the applicable rate option at the time it requests a loan
hereunder and may, subject to the limitations set forth above, elect to convert
balances bearing interest at the variable rate option to one of the fixed rate
options. Upon the expiration of any fixed rate period, interest shall
automatically accrue at the Base Rate unless the amount fixed is repaid or
fixed for an additional period in accordance with the terms hereof. Notwithstanding
the foregoing, unless CoBank otherwise consents in its sole discretion in each
instance, rates may not be fixed for periods expiring after the maturity date
of the loan. In the event CoBank so consents and the Commitment is not renewed,
then each balance so fixed shall be due and payable on the last day of its
fixed rate period, and the promissory note set forth below shall be deemed
amended accordingly. All elections provided for herein shall be made
telephonically or in writing and must be received by 12:00 noon Company's local
time.  As used in this Section 4,
"Banking Day" means a day on which CoBank is open for business,
dealings in U.S. dollar deposits are being carried out in the London interbank
market, and banks are open for business in New York City and London, England.

SECTION 5.    Promissory Note.The Company promises to
repay the unpaid principal balance of the loans on the first CoBank business
day following the last day of the term of the Commitment.  In addition to the above, the Company
promises to pay interest on the unpaid principal balance of the loans at the
times and in accordance with the provisions set forth in Section 4 hereof.  This note replaces and supersedes, but does
not constitute payment of the indebtedness evidenced by, the promissory note
set forth in the Supplement being amended and restated hereby.

SECTION 6.    Borrowing Base Certificate, Etc.The Company agrees to furnish a
Borrowing Base Certificate to CoBank at such times or intervals as CoBank may
from time to time request.  Until
receipt of such a request, the Company agrees to furnish a Borrowing Base
Certificate to CoBank within 30 days after each month end calculating the
Borrowing Base as of the last day of the month for which the Certificate  is being furnished.  However, if no balance is outstanding
hereunder on the last day of such period, no Report need be furnished.  Regardless of the frequency of the
reporting, if at any time the amount outstanding under the Commitment exceeds
the Borrowing Base, the Company shall immediately notify CoBank and repay so
much of the loans as is necessary to reduce the amount outstanding under the
Commitment to the limits of the Borrowing Base.

SECTION 7.   Commitment Fee. 
In consideration of the Commitment, the Company agrees to pay to CoBank
a commitment fee on the average daily unused portion of the Commitment  at the rate of  20 basis points per annum (calculated on a 360 day basis),
payable quarterly in arrears by the 20th day following each calendar
quarter. The unused amount of the 364-Day facility will be the difference
between the 364-Day Commitment and the sum of the outstanding 364-Day Facility
Loans and the undrawn face amount of all outstanding Letters of Credit.

SECTION 8.  Utilization Fee.For
any day on which the outstanding principal amount of loans shall be greater
than 25% of the Commitment (but no greater than 50% of the Commitment), the
Company shall pay to CoBank a utilization fee equal to 0.125% per annum
(calculated on a 360 day basis) on the aggregate amount outstanding on such
day.  For any day on which the
outstanding principal amount of loans shall be greater than 50% of the
Commitment, the Company shall pay to CoBank a utilization fee equal to 0.25%
per annum (calculated on a 360 day basis) on the aggregate amount outstanding
on such day.  Accrued and unpaid
utilization fees, if any, shall be payable quarterly in arrears by the 20th
day following each calendar quarter.

SECTION 9. Letters of Credit.  In addition to loans, and if agreeable to
CoBank in its sole discretion in each instance, the Company may utilize the
Commitment to open irrevocable letters of credit for its account.  Each letter of credit shall reduce the
amount available under the Commitment by the maximum amount capable of being
drawn thereunder.  The rights and
obligations of the parties with respect to each letter of credit will be
governed by the Reimbursement Agreement attached hereto as Exhibit B (which
rights and obligations shall be in addition to the rights and obligations of
the parties hereunder and under the MLA). This Commitment shall expire on
December 31, 2002. The fee for issuing each 
letter of credit shall be 70 basis points of the face amount of each
letter of credit, along with an issuance fee to CoBank, for its own account,
equal to the greater of (a) 1/8% of the face amount of the letter of credit, or
(b) $2,000. The Company promises to repay the outstanding balance on the
Commitment in full on demand, or if no demand is made, then any time on or
before the commitment expiration date of December 31, 2002.

IN WITNESS WHEREOF, the
parties have caused this Supplement to be executed by their duly authorized
officers as of the date shown above.

CoBANK, ACB
  AMERICAN CRYSTAL SUGAR COMPANYBy
  /s/ Casey Garten
  By:
  /s/ Sam WaiTitle
  Vice President
  Title:
  Treasurer[Form
of Borrowing Base]

American Crystal Sugar CompanyMonthly
Borrowing BaseFor the month ended
__________________

Trade Accounts Receivables
  $
  @ 80%
  $
  (a)Trade Accounts Receivables are defined as
those of the Borrower and all Guarantors which:  (1) arise from the sale and delivery of inventory on ordinary
trade terms; (2) are evidenced by an invoice; (3) are net of any credit, trade
or other allowance given to the account debtor; (4) are not owing by an account
debtor who has become insolvent or is the subject of any bankruptcy,
reorganization, liquidation or like proceeding; (5) are not subject to any
offset or deduction; (6) are not owing by an affiliate of Borrower; (7) are not
owing by an obligor located outside of the U.S. unless the receivable is
supported by a letter of credit issued by a bank acceptable to the Lender; and
(8) are not government receivables.  The
above provisions notwithstanding, Trade Receivables shall also exclude (i) any
accounts that are past due more than 90 days, and (ii) any contra account
regardless of the date;

Inventory
  $
  (b)Inventory as
determined on the basis of Net Realizable Value, defined as the expected
selling price of an inventory item less expected costs to complete and dispose,
as determined in accordance with GAAP.

Crop Payments due Non-membersand
  members
  $
  (c)Net Inventory Value (b-c)
  $
  @ 75%
  $
  (d)Borrowing Base (a+d)
  
  
  $Commercial Paper
  
  
  $
  (e)Seasonal Loan
  
  
  
  (f)CCC
  
  
  
  (g)Total Short-term Loans (e+f+g)
  
  
  $Loan No. Z269T04

LETTER OF
CREDIT COMMITMENT SUPPLEMENT.

THIS SUPPLEMENTto the Master Loan Agreement dated March 31,
2000 (the "MLA"), is entered
into as of March 31, 2000,between CoBANK, ACB("CoBank") and
AMERICAN
CRYSTAL SUGAR COMPANY, Moorhead, Minnesota   (the "Company").

SECTION 1.    The Letter of Credit.On the terms and conditions set forth in the MLA, CoBank
agrees to establish a loan commitment to the Company in an amount not to exceed
$31,000,000.00 (the "Commitment"). 
The Commitment shall expire at 12:00 noon (Companys local time) on
April 30, 2013 or on such later date as CoBank may, in its sole discretion,
authorize in writing.

SECTION 2.    Purpose.The
purpose of the Commitment is to reimburse CoBank in the event of draws on
letters of credit issued by CoBank (or its predecessor)for the benefit of the
Company,and
to renew, extend and refinance the Companys obligations to CoBank under the
Companys existing Letter of Credit Commitment (Existing Letter of Credit
Commitment) as currently evidenced by Note No. 30343  (the Note) and the Loan Agreement dated March 5, 1999.(the
Existing Agreement).  The Company
agrees that on the date when all conditions precedent to CoBanks obligation to
extend credit hereunder have been satisfied: 
(a) the principal balance outstanding (or any obligations
outstanding as a result of any letters of credit currently in effect) under the
Existing Letter of Credit Commitment shall be transferred to and charged against
this Commitment; (b) all accrued obligations of the Company under the Existing
Letter of Credit Commitment for the payment of interest or other charges shall
be transferred to and become part of the Companys obligations under this
Supplement as if fully set forth herein; and, (c) the Note and the Existing
Agreement (to the extent applicable to the Note) shall be deemed replaced and
superseded, but the indebtedness evidenced by such Note shall not be deemed to
have been paid off, by this Supplement and the MLA.

SECTION 3.    Promissory Note.The Company promises to repay all outstanding balances for advances made
in support of outstanding letters of credit, upon demand

SECTION 4.Interest.The Company agrees
to pay interest on the unpaid principal balance of each loan, from the date of
draw to actual repayment on a daily basis for the actual number of days any
portion of the principal is outstanding. 
The unpaid principal balance shall bear interest at a rate per annum
equal at all times to the rate of interest established by CoBank from time to
time as its National Variable Rate, which Rate is intended by CoBank to be a
reference rate and not its lowest rate. 
The National Variable Rate will change on the date established by CoBank
as the effective date of any change therein and CoBank agrees to notify the
Company promptly after any such change. Interest shall be calculated on the
actual number of days each loan is outstanding on the basis of a year
consisting of 360 days and shall be payable monthly in arrears by the
20th day of the following month.

SECTION 5.Issuance of Letters of Credit.  Each letter of credit issued shall reduce
the amount available under the Commitment by the maximum amount capable of
being drawn thereunder.  The rights and
obligations of the parties with respect to each letter of credit will be
governed by the Reimbursement Agreement attached hereto as Exhibit A (which
rights and obligations shall be in addition to the rights and obligations of
the parties hereunder and under the MLA). 
The fee for issuing each  letter
of credit shall be determined CoBank at the time of issuance.  The Company promises to repay the outstanding
balance on the Commitment in full on demand, or if no demand is made, then any
time on or before the Commitment expiration date.

SECTION 6.Security.In addition to any other security that may otherwise
be required or provided, the Companys obligations under this Supplement are
secured by that Restated Mortgage and Security Agreement dated September 15,
1998, from American Crystal Sugar Company to St. Paul Bank for Cooperatives
(now known as CoBank as a result of merger), as Collateral Agent.

IN WITNESS WHEREOF, the
parties have caused this Supplement to be executed by their duly authorized
officers as of the date shown above.

CoBANK, ACB
  AMERICAN CRYSTAL SUGAR COMPANYBy
  /s/ Casey Garten
  By:
  /s/ Sam WaiTitle
  Vice President
  Title:
  TreasurerExhibit A

LETTER OF CREDIT REIMBURSEMENT
AGREEMENT

In consideration of CoBank issuing one or
more letters of credit (each a "Credit") for the Company's account
under the Supplement to which this agreement is attached (the Supplement),
the Company agrees as follows:

1.          The
Company will pay to CoBank in United States currency and in immediately
available funds the amount of each draft drawn or instrument paid under a
Credit.  In addition, the Company agrees
to pay to CoBank such fee for issuing each Credit as CoBank shall prescribe, as
well as all customary charges associated with the issuance of a Credit.  If a Credit is payable in a foreign
currency, the Company will pay to CoBank an amount in United States currency
equivalent to CoBank's selling rate of exchange for that currency.  In addition to the amounts set forth above,
the Company shall pay to CoBank such amounts as CoBank shall determine are
necessary to compensate CoBank for any cost attributable to CoBank issuing or
having outstanding any Credit resulting from the application of any law or
regulation concerning any reserve, assessment, capital adequacy or similar
requirement relating to letters of credit, reimbursement agreements with
respect thereto, or to similar liabilities or assets of banks, whether existing
at the time of the issuance of a Credit or adopted thereafter.  Each payment hereunder shall be payable on
demand at the place and manner set forth in the Master Loan Agreement between
the parties (the MLA) and with interest from the date of demand to the date
paid at CoBank's National Variable Rate. 
The Company hereby authorizes CoBank to create a loan under the
Supplement bearing interest at the variable rate set forth therein for any sums
owing hereunder.

2.          Neither
CoBank nor any of its correspondents shall in any way be responsible for the
performance by any beneficiary of its obligations to the Company nor for the
form, sufficiency, correctness, genuineness, authority of the person signing,
falsification or legal effect of any documents called for under a Credit if
such documents on their face appear to be in order.  In addition, CoBank and its correspondents may receive and accept
or pay as complying with the terms of a Credit any drafts, documents, or
certificates, otherwise in order, signed by any person purporting to be an
administrator, executor, trustee in bankruptcy, debtor in possession, assignee
for the benefit of creditors, liquidator, receiver, or other legal
representative of the party authorized under a Credit to draw or issue such
instruments or other documents.

3.          In
the event the Credit is a commercial Credit, then, in addition to the other
provisions hereof, the Company:  (i)
agrees to obtain or cause to be in existence insurance on any merchandise
described in the Credit against fire and other usual risks and against any
additional risks which CoBank may request; and (ii) authorizes and empowers
CoBank to collect the amount due under any such insurance and apply the same
against any of the Companys 
obligations to CoBank arising under the Credit or otherwise.  In addition, whether the Credit is a
commercial or a standby Credit, the Company represents and warrants that any
required import, export or foreign exchange licenses or other governmental
approvals relevant to the Credit and the merchandise described therein have
been obtained and that the transactions contemplated thereby are not prohibited
under any  law, rule, regulation, order
or the like, including the Foreign Assets Control Regulations of the
U.S. Department of Treasury.

4.          All
directions and correspondence relating to a Credit are to be sent at the
Companys risk and CoBank does not assume any responsibility for any
inaccuracy, interruption, error, or delay in transmission or delivery by post,
telegraph, cable or other electronic means, or for any inaccuracy of
translation.

5.          CoBank
shall not be responsible for any act, error, neglect, default, omission,
insolvency or failure in business of any of its correspondents, and any action
taken or omitted by CoBank or its correspondents under or in connection with a
Credit shall, if taken or omitted with honesty in fact, be binding on the
Company and shall not put CoBank or its correspondents under any resulting
liability to the Company.  In no event
shall  CoBank be liable for special, consequential
or punitive damages.

6.          The
Company will indemnify CoBank against and hold it harmless from all loss,
damage, cost, and expense (including attorneys fees and expenses) arising out
of (i) its issuance of or any other action taken by CoBank in connection with a
Credit, other than loss or damage resulting from its gross negligence or
willful misconduct, and (ii) claims or legal proceedings incident to the
collection of amounts owed by the Company hereunder, or the enforcement of
CoBanks rights or the rights of others under a Credit, including, without
limitation, legal proceedings relating to any court order, injunction or other
process or decree restraining or seeking to restrain CoBank from paying any
amount under a Credit.

7.          In
the event:  (i) the Company fails to
make any payment owing hereunder when the same shall become due and payable;
(ii) any covenant or representation or warranty set forth herein is breached;
(iii) the Commitment (as defined in the Supplement) expires prior to the
expiration date of any Credit; or (iv) an Event of Default (as defined in the
MLA) occurs under the MLA, then, in any such event, the amount of each Credit,
together with any amounts payable by us in connection therewith, shall, at
CoBanks option, become immediately due and payable. To the extent that any
amount paid by the Company pursuant to this Section 7 shall not then be due
under the terms of a Credit, such payment shall serve as security for the
Companys obligation to indemnify CoBank for any amounts subsequently disbursed
by CoBank pursuant to a Credit. 
Furthermore, upon the institution of any legal proceeding described in
Section 6(ii) hereof, the Company will, on demand, assign and deliver to
CoBank, as security for the Companys obligation to indemnify CoBank, cash
collateral in an amount satisfactory to CoBank.

8.          CoBank
shall be fully protected in, and shall incur no liability to the Company for
acting upon, any oral, telephonic, facsimile, cable or other electronic
instructions which CoBank in good faith believes to have been given by any
authorized person.  CoBank may, at its
option, use any means of verifying any instructions received by it and may
also, at its option, refuse to act on any oral, telephonic, facsimile, cable or
other electronic instructions or any part thereof, without incurring any
responsibility for any loss, liability or expenses arising out of such refusal.

9.          The
Uniform Customs and Practice as most recently published by the International
Chamber of Commerce (hereafter called the "UCP") shall in all
respects be deemed a part hereof as fully as if incorporated herein, and shall
apply to the Credits.  To the extent the
UCP is inconsistent with the governing law set forth in the MLA, the UCP shall
control.

(to be placed on Company
letterhead)



AMERICAN CRYSTAL SUGAR COMPANY

COMPLIANCE CERTIFICATE

To induce CoBank to make and continue
making advances to the Company and to comply with and demonstrate compliance
with the terms, covenants, and conditions of the Loan Agreement and all
Supplements thereto, this financial statement is furnished to the Bank.  The undersigned certifies that, (i) this
statement was prepared from the books and records of the Association, is in
agreement with them, and is correct to the best of the undersigneds knowledge
and belief, and (ii) no event has occurred which, with notice or lapse of time,
or both, might become an Event of Default under the Loan Agreement.



AMERICAN
CRYSTAL SUGAR



Date
  
  (Name/Title)[Form of Compliance Certificate]

American Crystal Sugar CompanyQuarterly
Compliance CertificateTerm and Seasonal Loans

Net Working
Capital:

a) Current Assets as
  measured in accordance with GAAP
  $________________b) Current Liabilities
  as measured in accordance with GAAP
  $________________Net Working Capital (a-b)
  $________________Minimum Net Working Capital Required for fiscal quarters
other than fiscal year end = $15,000000.             Minimum Net Working Capital Required
for fiscal year end = $35,000,000.



Long-Term
Debt Coverage:

Net FundsYear 1
  Year 2
  Year 3a)
  Unit retains
  +b)
  Depreciation and amortization
  +c)
  Net income from
  non-member business and member business tax timing differences
  +d)
  Decrease in investments in other cooperatives (excluding
  subsidiaries)
  +e)
  Net revenue from the sale of stock
  +f)
  Increase in investments in other cooperatives (excluding
  subsidiaries)
  (            )
  (            )
  (            )g)
  Net loss from non-member business and member business tax timing
  differences
  (            )
  (            )
  (            )h)
  Provision for income tax
  (            )
  (            )
  (            )i)
  Members investment retirements
  (            )
  (            )
  (            )Sum (a through i)Average Net Funds
  $_______
  jLong-term Debt
  $_______
  kRatio (k / j)
  _______:
  1Long-Term
Debt to Capitalization:

a)
  Long-term debt (excluding current maturities) as determined in
  accordance with GAAP
  $_______________b)
  Total equity as measured in accordance with GAAP
  $_______________c)
  Capitalization (a + b)
  $_______________Long-Term Debt to Capitalization (a / c)
  _____________:1.0Leverage
Ratio (Term Pricing Only)

a)
  Long-term Debt
  $_______________b)
  Actual Less Minimum Net Working Capital
  $_______________c)
  Adjusted Long-term Debt (a  b)
  $_______________d)
  Total Member Investment
  $_______________e)
  Estimated Unit Retains
  $_______________f)
  Adjusted Members Investment (d + e)
  $_______________g)
  Adjusted Leverage Ratio (c / f)
  _____________:1.0Pricing Grid
(Term Only)

A.  > 
1.35:1 _______    B.  1.20:1 ________    C.  <  1.20:1 ________    D.  <  1.0:1 _______