Exhibit
10.25


SECOND
AMENDMENT 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 AND
RESTATED LOAN AGREEMENT (this “Second Amendment”) is dated to
be effective as of November 3, 2006, and is by and between AMERICAN CRYSTAL
SUGAR COMPANY, a Minnesota cooperative corporation (“Borrower”), and CoBANK,
ACB (“Lender”), and amends that 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.


RECITALS


The parties have agreed to modify certain terms and
provisions of the Loan Agreement as more fully set forth in this Second
Amendment.


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 amend the Loan Agreement in the following respects:


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


“Revolving Loan Amount”:  An amount which shall not at any time be
greater than (i) Four Hundred Million Dollars ($400,000,000) for the period
November 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 to
the terms of this Agreement.


“Revolving Note”:  The promissory note of the Borrower in the
form of Exhibit A-1a hereto, evidencing the obligation of the Borrower
to 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 additional
Revolving Loan Fees in the amount of $75,000.00 with respect to the Revolving
Loan Amount.  Such fees









 



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


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


Notwithstanding any other
provision to the contrary, Letter of Credit Fees are payable in arrears
quarterly on the last day of each calendar quarter and on the Termination Date
or Term Loan Maturity Date, as applicable. 
(Lender acknowledges that the Letter of Credit Fees for Letter of Credit
No. 00614645 are paid through July 12, 2007, and Borrower agrees that such fees
are 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 under
Section 6.12(a) through (d), Borrower may incur, create, issue, assume or
suffer to exist outstanding commercial paper up to a maximum amount of
$400,000,000 (which amount includes, and is not addition to, the outstanding
commercial paper disclosed on Schedule 6.12 as of the date of the Loan
Agreement).


5.             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 Second Amendment.


6.             Incorporation of Loan Agreement.  This Second Amendment shall be an integral
part of the Loan Agreement, and all terms of the Loan Agreement are hereby
incorporated in this Second Amendment by reference, and all terms of this
Second Amendment are hereby incor­porated into the Loan Agreement as if made an
original part thereof.  Except as
modified herein, all terms and provisions of the Loan Agreement shall continue
in full force and effect, but to the extent the terms of this Second Amendment
conflict with the Loan Agreement, the terms of this Second Amendment shall
control.



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IN WITNESS
WHEREOF, the parties have executed this Second Amendment 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/ Teresa L. Fountain

  	
   

  	
   

  
	
   

  	
  Name

  	
    Teresa L. Fountain

  	
   

  	
   

  
	
   

  	
  Title

  	
    Assistant Corporate Secretary

  	
   

  	
   

  



 



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