**Exhibit10.25**

**SECONDAMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT**

**between**

**AMERICAN CRYSTAL SUGAR COMPANY,**

**as Borrower,**

**and**

**CoBANK, ACB,**

**as Lender,**

**dated July 31, 2006**

 

**THIS SECOND AMENDMENT TO AMENDED ANDRESTATED LOAN AGREEMENT** (this “Second Amendment”) is dated tobe effective as of November 3, 2006, and is by and between AMERICAN CRYSTALSUGAR COMPANY, a Minnesota cooperative corporation (“Borrower”), and CoBANK,ACB (“Lender”), and amends that certain ­Amended and Restated Loan Agreementdated July 31, 2006, as amended from time to time (the “Loan Agreement”).  All capitalized terms not defined hereinshall have the meanings set forth in the Loan Agreement.

**RECITALS**

The parties have agreed to modify certain terms andprovisions of the Loan Agreement as more fully set forth in this SecondAmendment.

**NOW, THEREFORE**, in considerationof the foregoing and for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged by each party, the parties agreeto amend the Loan Agreement in the following respects:

1.             Defined Terms. The following terms set forth in Section 1.1 of the LoanAgreement shall be amended and restated in their entirety as follows:

“Revolving Loan Amount”:  An amount which shall not at any time begreater than (i) Four Hundred Million Dollars ($400,000,000) for the periodNovember 3, 2006 to June 1, 2007, or (ii) Three Hundred Million Dollars($300,000,000) at all other times, as determined from time to time according tothe terms of this Agreement.

“Revolving Note”:  The promissory note of the Borrower in theform of Exhibit A-1a hereto, evidencing the obligation of the Borrowerto repay the Revolving Loan.

2.             Section 2.14(a) of the Loan Agreement (Loan Fees),shall be amended by adding the following:

The Borrower shall pay to the Lender additionalRevolving Loan Fees in the amount of $75,000.00 with respect to the RevolvingLoan Amount.  Such fees

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are payable on the date of this Second Amendment andare not refundable to the Borrower.

3.             Section 2.14(c) of the Loan Agreement (Letter of CreditFees), shall be amended as follows:

Notwithstanding any otherprovision to the contrary, Letter of Credit Fees are payable in arrearsquarterly on the last day of each calendar quarter and on the Termination Dateor Term Loan Maturity Date, as applicable. (Lender acknowledges that the Letter of Credit Fees for Letter of CreditNo. 00614645 are paid through July 12, 2007, and Borrower agrees that such feesare payable in arrears quarterly thereafter.)

4.             Section 6.12 of the Loan Agreement (Indebtedness),shall be amended by adding the following:

In addition to the Indebtedness permitted underSection 6.12(a) through (d), Borrower may incur, create, issue, assume orsuffer to exist outstanding commercial paper up to a maximum amount of$400,000,000 (which amount includes, and is not addition to, the outstandingcommercial paper disclosed on Schedule 6.12 as of the date of the LoanAgreement).

5.             Representations and Warranties.  Borrower restates, represents and warrantsthe representations and warranties set forth in Article IV of the LoanAgreement as of the date of this Second Amendment.

6.             Incorporation of Loan Agreement.  This Second Amendment shall be an integralpart of the Loan Agreement, and all terms of the Loan Agreement are herebyincorporated in this Second Amendment by reference, and all terms of thisSecond Amendment are hereby incor­porated into the Loan Agreement as if made anoriginal part thereof.  Except asmodified herein, all terms and provisions of the Loan Agreement shall continuein full force and effect, but to the extent the terms of this Second Amendmentconflict with the Loan Agreement, the terms of this Second Amendment shallcontrol.

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IN WITNESSWHEREOF, the parties have executed this Second Amendment to be effective as ofthe day and year first above written.
|        | AMERICAN CRYSTAL SUGAR COMPANY,     |
|--------|-------------------------------------|
|   | a Minnesota cooperative corporation |   |   |
|   |                                |   |   |   |
|   |                                |   |   |   |
|   | By                                  |    /s/ Samuel S. M. Wai |   |   |
|   | Name                                |   Samuel S. M. Wai |   |   |
|   | Title                               |   Treasurer |   |   |
|   |                                |   |   |   |
|   |                                |   |   |   |
|   | CoBANK, ACB                         |   |
|   |                                |   |   |   |
|   |                                |   |   |   |
|   | By                                  |    /s/ Teresa L. Fountain |   |   |
|   | Name                                |   Teresa L. Fountain |   |   |
|   | Title                               |   Assistant Corporate Secretary |   |   |

 

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