Exhibit 10.24


 


COMMITMENT AND ACCEPTANCE


 


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


 


RECITALS


 


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


 


NOW, THEREFORE, in
consideration of the foregoing and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each party, the
parties agree to the following:


 


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


 


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


 

















 


3.             Loan Agreement.  This Commitment and Acceptance is executed
pursuant to the Loan Agreement and hereby constitutes a Loan Document executed
under the Loan Agreement.  In the event
any provision of this Commitment and Acceptance is inconsistent with any
provision of the Loan Agreement, the provision of the Loan Agreement shall
control.


 


IN
WITNESS WHEREOF, the parties have executed this Commitment and Acceptance to be
effective as of the day and year first above written.


 


	
   

  	
  AMERICAN
  CRYSTAL SUGAR COMPANY,

  
	
   

  	
  a
  Minnesota cooperative corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Samuel S. M. Wai 

  	
   

  
	
   

  	
  Name

  	
  Samuel
  S. M. Wai

  	
   

  
	
   

  	
  Title

  	
  Treasurer

  	
   

  



 


 


	
   

  	
  CoBANK,
  ACB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Michael Tousignant 

  	
   

  
	
   

  	
  Name

  	
  Michael
  Tousignant

  	
   

  
	
   

  	
  Title

  	
  Vice
  President

  	
   

  



 


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