**Exhibit10.22**

**THIRD AMENDMENT TO AMENDED ANDRESTATED LOAN AGREEMENT**

**between**

**AMERICAN CRYSTAL SUGAR COMPANY,**

**as Borrower,**

**and**

**CoBANK, ACB,**

**as Lender,**

**datedJuly 31, 2006**

**THISTHIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT** (this“Third Amendment”) is dated to be effective as of April 2, 2007, and is by andbetween AMERICAN CRYSTAL SUGAR COMPANY, a Minnesota cooperative corporation(“Borrower”), and CoBANK, ACB (“Lender”), and amends that certain Amended andRestated Loan Agreement dated July 31, 2006, as amended from time to time (the“Loan Agreement”).  All capitalized termsnot defined herein shall have the meanings set forth in the Loan Agreement. 

**RECITALS**

The parties haveagreed to modify certain terms and provisions of the Loan Agreement as morefully set forth in this Third Amendment. 

**NOW,THEREFORE,** in consideration of the foregoing and for good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged by each party, the parties agree to amend the Loan Agreement inthe following respects:

1.             Defined Terms. The followingterms set forth in Section 1.1 of the Loan Agreement shall be amendedand restated in their entirety as follows: 

“Revolving Loan Amount”: An amount which shallnot at any time be greater than (i) Three Hundred Fifty Million Dollars($350,000,000) for the period April 2, 2007 to June 1, 2007 or (ii) Three HundredMillion Dollars ($300,000,000) at all other times, as determined from time totime according to the terms of this Agreement.

2.             Representations and Warranties.  Barrower restates, represents and warrantsthe representations and warranties set forth in Article IV of the LoanAgreement as of the date of this Third Amendment.

3.             Incorporation of Loan Agreement.  This Third Amendment shall be an integralpart of the Loan Agreement, and all terms of the Loan Agreement are herebyincorporated in this Third Amendment by reference, and all terms of this ThirdAmendment are hereby incorporated into the Loan Agreement as if made anoriginal part thereof. Except as modified herein, all terms and provisions ofthe Loan Agreement shall continue in full force and effect, but to the extentthe terms 

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of this Third Amendmentconflict with the Loan Agreement, the terms of this Third Amendment shallcontrol.

IN WITNESSWHEREOF, the parties have executed this Third 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/ Michael Tousignant |   |
|   | Name                                | Michael Tousignant |
|   | Title                               | Vice President |
|        |                                     |  |  |  |

 

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