**Exhibit 10.22**

 

**AMENDED AND RESTATEDUNIFORM MEMBER SUGAR MARKETING AGREEMENTPOOL BASIS**

 

**THIS AGREEMENT** is made effective as of September 20,2007 by and between UNITED SUGARS CORPORATION, a cooperative associationorganized under the laws of the State of Minnesota (“UNITED”), and AMERICAN CRYSTAL SUGAR COMPANY, acooperative association organized under the laws of the State of Minnesota (“ACSC”).

 

**WITNESSETH**

 

**WHEREAS**, ACSC is an association ofagricultural producers or an agricultural producer organized and operated so asto adhere to the provisions of Section 15(a) of the AgriculturalMarketing Act (12 U.S.C. § 1141j (a)), as amended, and the Capper-VolsteadAct of 1922 (7 U.S.C. §§ 291, 292), and is engaged in the operation of oneor more sugar processing plants for the purpose of producing one or more formsof refined sugar; and

 

**WHEREAS**, UNITED is organized and operated soas to adhere to the provisions of Section 15(a) of the AgriculturalMarketing Act (12 U.S.C. § 1141j (a)), as amended, and the Capper-VolsteadAct of 1922 (7 U.S.C. §§ 291,292), for the mutual help and benefit of itsmembers (currently United States Sugar Corporation (“USSC”), Minn-Dak FarmersCooperative (“MDFC”), and ACSC, and all future members, each a “MEMBER” orcollectively, “MEMBERS”) and for the purposes of acting as a marketing agencyfor its MEMBERS and of engaging in the business of marketing the refined sugar(whether sold in packages or in bulk) produced by its MEMBERS, including butnot limited to, granulated, liquid, blends, and specialty products; and

 

**WHEREAS**, ACSC is a MEMBER of UNITED and wishesto participate with other MEMBERS in developing and maintaining a dependablemarket for certain products it produces; and

 

**WHEREAS**, UNITED and ACSC desire to enter intoa membership marketing agreement on a pool basis;

 

**NOW, THEREFORE**, in consideration of the above,subject to the respective terms, conditions, and obligations of ACSC and UNITEDherein, UNITED and ACSC agree as follows:

 

# 1.             **Definitions**. As used in this Agreement, thefollowing terms shall have the following meanings:

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“**Allocation**” means the amount of sugar aMEMBER is authorized to market as established by the United States Departmentof Agriculture under the Allotment Statute (defined below).

 

“**Allotments**” means an overall allotmentof sugar processed from domestically produced sugarcane and sugar beets, asdefined and contemplated by the Allotment Statute.

 

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“**Allotment Statute**” means theAgricultural Adjustment Act of 1938 (7 U.S.C. § 359aa et seq. (2007)), andamendments thereto, or subsequent statutes providing for sugar marketingallotments.

 

“**Assets Costs**” shall mean carrying costsof assets associated with Product shipping, packaging, warehousing (includingall costs historically included by UNITED as warehousing costs), and storagefunctions, including depreciation and interest.

 

“**Beet Processing Season**” means theperiod of time generally from September through August during which aBeet Producer processes beets, thick juice and extract into refined sugar.

 

“**Beet Producer**” means a MEMBER thatprocesses sugar beets into refined sugar.

 

“**Buyer**” is a third party purchaser ofFinished Product from UNITED.

 

“**Commingle**” means (i) FinishedProduct of a MEMBER that is stored by UNITED in a warehouse or stationary storagefacility that is owned or leased by UNITED; or (ii) Product which has beenfurther processed by UNITED.

 

“**Cane Processing Season**” means theperiod of time generally from mid-October through April during whichtime a Cane Producer processes sugarcane into feedstock for a refinery.

 

“**Cane Producer**” means a MEMBER thatprocesses cane into refined sugar.

 

“**Crop Year**” means the crop yearestablished by the Beet Producers for their own business operations.

 

“**Excess Product**” means that amount ofProduct exceeding a Beet Producer’s Allocation.

 

“**Fiscal Year**” means the fiscal year ofUNITED, which begins on September 1 and ends on August 31.

 

“**Force Majeure**” means any (i) fire,freeze, accident, explosion, construction delay, hurricane, flood, act of God,inability to obtain electric power or fuel, inability to obtain any requiredpermits or licenses, government law, directive or regulation; or the effect ofthe application of any governmental law, directive or regulation, or any likecontingency, beyond a party’s reasonable ability to control or avoid; and (ii) labordispute or strike, from whatever cause arising and regardless of whether thedemands of the employees involved are reasonable and within the affected party’spower to concede.

 

“**Finished Product**” or “**Finished Products**” means those Products that have beengranulated or otherwise made ready for marketing to third parties.

 

“**MEMBER**” means a member or shareholderof UNITED who is entitled to vote, presently ACSC, USSC, and MDFC.

 

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“**Net Selling Price**” means the grossproceeds realized by UNITED from sales of Products produced by MEMBERS in thePrimary Pool, less expenses directly attributable to the Primary Pool,including all Operating Costs, charges or expenses attributable to themarketing and sale of pooled Products, including without limitation salaries,wages and other benefits of UNITED’s employees, office expense and appropriateconsulting fees, and all costs of transportation of the pooled Products.

 

“**Operating Costs**” means operating costsassociated with Product shipping, packaging, warehousing (including all costshistorically included by UNITED as warehousing costs) and storage functions,including without limitation labor (including direct and indirect costs, suchas employee benefits, insurance, etc.), supplies, and utilities.

 

“**Pool Year**” means the pool year of thePrimary Pool, which coincides with the Fiscal Year of UNITED, which begins on September 1and ends on August 31.

 

“**Primary Pool**” means Product of eachMEMBER that is pooled for each Fiscal Year with Products of other MEMBERS asagreed to in Section 6.1.

 

“**Product**” or “**Products**”means refined sugar produced by a MEMBER, or purchased by a MEMBER or by UNITEDon behalf of a MEMBER, during the term of this Agreement, including, but notlimited to, granulated, liquid, blends, specialty products, standard liquor,thick juice, extract and other forms of ungranulated sugar.

 

“**Pro Rata Share**” shall be equal to afraction, with each MEMBER’S annual production of Product (on a sugarequivalent basis) included in the Primary Pool as the numerator and totalannual pool production of Product (on a sugar equivalent basis) for all MEMBERSincluded in the Primary Pool as the denominator.

 

“**Purchased Sugar**” means Product that ispurchased by a MEMBER from a third party or from another MEMBER.

 

**“Separate Pool”**meansExcess Product or other Product of a MEMBER that is not eligible for thePrimary Pool that is separately handled by UNITED for each Fiscal Year asagreed to in Section 6.1.

 

“**Sidney Storage Facility**” means theapproximately 1,910,000 CWT capacity sugar storage facilities that are owned oraccessible by Sidney Sugars Incorporated, a wholly owned subsidiary of ACSC (“SSI”),in Sidney, Montana.

 

 “**Term**”has the meaning set forth in Section 17.

 

“**Transgenic**”**or**“**Transgenic Variety**” means a variety of sugar beet orsugarcane that contains a gene or genes that has or have been artificiallyinserted instead of the plant acquiring the gene or genes through pollinationor standard sugarcane reproduction.

 

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# 2.             **Appointment ofUNITED as Sales Agent**.

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## 2.1           UNITEDAppointed Sales Agent.  ACSC appoints anddesignates UNITED to act as its sole worldwide agent in the sale and marketingof ACSC Products.  UNITED accepts suchappointment and agrees to act as the sales agent and pool administrator inaccordance with the terms of this Agreement, and subject to Section 19.2hereof.  ACSC agrees that UNITED mayemploy all such persons and agencies as it determines to be necessary to carryout its obligations under this Agreement. It is understood and agreed that UNITED may market Products under thevarious trademarks and trade names of ACSC (if any) pursuant to a royalty-freelicense agreement with respect to such trademarks and trade names, the form ofwhich agreement shall be mutually agreed upon by ACSC and UNITED.

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## 2.2           UNITEDAuthorized to Pass Title.  UNITED agrees, andis hereby empowered by ACSC, to sell in its own name, and pass title on behalfof ACSC, all Product during the Term of this Agreement to such purchasers, atsuch time or times, at such place or places, in such manner and on such pricesor terms as UNITED determines to be in the best interests of ACSC.

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## 2.3           Products notincluded in this Agreement.  UNITED shall haveno rights, and nothing herein contained shall be deemed to create rights inUNITED, in and to any other products produced by ACSC other than Product orProducts as herein defined.

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## 2.4           Procurement ofAdditional Product.  It is understoodand agreed that UNITED may from time to time procure certain Products fromthird parties in order to meet the requirements of sales contracts or asotherwise determined to be in the best interest of the MEMBERS.  ACSC and UNITED agree that UNITED shall actas an agent for ACSC in connection with such purchases of Products and that thecosts of acquiring such Products and revenues received from the sale of suchProducts shall be included in the Primary Pool.

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# 3.             **Packaging**.  ACSC intends to have the capacity to sellProduct in bulk as well as in packages. It is understood that production and packaging constraints may limit thevolume and mix of packages that can be produced at any one time, and,accordingly, UNITED agrees to coordinate orders for packaged Product takinginto consideration ACSC’s production and packaging limitations.

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# 4.             **Production andDelivery**.

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## 4.1           Timing ofProduction.  It is anticipated that ACSC will produceFinished Products during its campaign on an approximately even monthlyschedule.  However, ACSC acknowledgesthat UNITED’s requirements may be greater in certain specified months and lessin others.  Accordingly, subject tomutual agreement of the parties, UNITED will endeavor to coordinate demandswith ACSC’s production and storage capacities. At UNITED’s request, and for an agreed upon payment, ACSC may agree tomaximize its production in any month in order to accommodate customer demand.

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## 4.2           ProductProduction Schedules.  ACSC shall provideto UNITED by June 1 of each Fiscal Year during the Term a preliminaryestimated production schedule (specifying volume and dates) of Product for thenext following Fiscal Year and will provide a revised estimated productionschedule of Product by July 1 and each month thereafter of each such year,reflecting any changes from the June preliminary estimate.  UNITED and ACSC shall jointly

 

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## develop a production and delivery scheduleplan for ACSC for each Fiscal Year that will attempt to accommodate, as much asreasonably possible, the dual goals of maximizing the price to be paid to ACSCand maximizing production efficiencies, with the objective of selling all ofACSC’s production of Product each year.

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## 4.3           Weekly DeliveryAmounts.  Estimated weekly delivery schedules ofFinished Product, including quantities, and bulk and packaging requirements foreach week of each month, shall be agreed upon by UNITED and ACSC at least seven(7) days in advance of the month to which they apply.  The parties shall use reasonable efforts,recognizing customer demand, to accommodate each other in setting suchschedules.

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# 5.             **Billing andCollection**.  All sales made by UNITED shall be billed oninvoices of UNITED and all receipts shall be collected by UNITED.

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# 6.             **Pooling ofProduct**.

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## 6.1           Agreement toPool Product.  UNITED and ACSC agree that the Products to besold by UNITED hereunder shall be pooled for each Fiscal Year with Products ofthe other MEMBERS of UNITED in the Primary Pool.  UNITED by action of its Executive Committeeshall have the discretion to create additional pools as deemed reasonablynecessary for the equitable treatment of all MEMBERS and to create accountingstandards for such additional pools.

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## 6.2           Adjustments forBeet Producers.  The amount of Product to be included in thePrimary Pool for a Beet Producer shall be the amount of Product produced by theBeet Producer during the applicable Crop Year, not to exceed the Beet Producer’sAllocation.  Any Excess Product of a BeetProducer shall be marketed as provided in Section 19.2, below.

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## 6.3           Adjustments forCane Producers.  In order to coordinate the Cane ProcessingSeason with the Beet Processing Season, the amount of cane Product for a CaneProducer to be included in the Primary Pool for each Fiscal Year shall be theamount of cane Product (on a sugar equivalent basis) produced by the CaneProducer during the applicable Fiscal Year, less the cane Product (on a sugarequivalent basis) produced by the Cane Producer that was allocated to the priorFiscal Year, with the difference multiplied by 1.141.

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# 7.             **Price forProduct**.

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## 7.1           Price.  UNITED shall pay to ACSC its Pro Rata Shareof the Net Selling Price for all Products sold by UNITED hereunder.

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## 7.2           Timing of Paymentto MEMBERS.  As sales of Finished Product are made byUNITED from the Primary Pool, the gross cash receipts received by UNITED fromthe sale of such Finished Products shall be paid daily to ACSC and each otherPrimary Pool participant on the basis of the estimated Pro Rata Share of theFinished Product, reduced by in-process inventories on hand at the beginning ofthe year (which are included in the prior year’s Primary Pool), to be producedby ACSC and each of the other participants in the Primary Pool during thatFiscal year.  The formula set forth in Section 6.3(Adjustments for Cane Producers) shall be utilized to adjust Cane Producer’sproduction during the Fiscal Year for the purpose of

 

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## determining Cane Producer’s estimated ProRata Share, and the payment of gross cash receipts to Cane Producer shall beadjusted accordingly.  Because gross cashreceipts are distributed daily, UNITED shall borrow from its line of credit inorder to cover its monthly Operating Costs. Such monthly Operating Costs shall be promptly reimbursed to UNITED byeach MEMBER on the same basis described above regarding daily cashdistributions so that each MEMBER pays its Pro Rata Share of the expenses thatare incurred by UNITED during the month.

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## 7.3           Adjustments forChanges to Production Estimates.  The determinationof ACSC’s Pro Rata Share of gross cash receipts shall be based on UNITED’s bestestimate of the amount of Finished Products anticipated to be produced in suchFiscal Year by ACSC and each other participant in the Primary Pool, and shallbe adjusted by UNITED periodically as production figures are more preciselydetermined.  Such adjustments shallreflect an interest charge to be paid by any Primary Pool participant who hasreceived excess distributions based on the preliminary production estimates andsuch interest shall be paid to the Primary Pool participant(s) whoreceived less than full distributions. For purposes of this paragraph, interest charges shall be the prime rateas published in the Wall Street Journal on the first business day of eachmonth.  As soon as exact information andproduction figures are available, UNITED shall determine ACSC’s final Pro RataShare of the gross cash receipts for the Primary Pool during the Fiscal Year,and appropriate adjustments, together with interest charges/credits as providedabove, shall be made.  The finalaccounting for the Primary Pool shall be made no later than the ninetieth dayfollowing the last day of each Fiscal Year.

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# 8.             **UNITED’s Booksand Records**.  UNITED shall keep accurate records of costs,sales, and distributions of Primary Pool proceeds in accordance with sound andgenerally accepted accounting practices. Said records shall be at all reasonable times fully available forinspection and copying by ACSC or its certified public accountants.  All records of the Primary Pool and anySeparate Pool that is created shall be audited annually by UNITED’s regularIndependent Certified Public Auditors and the audit report made available toACSC.

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# 9.             **Budget ofMarketing Costs**.  UNITED shall prepare an annual budget orestimate of all direct and indirect marketing costs for the Primary Pool.  It is the intention of UNITED to secureindependent financing for costs associated with the marketing of Products asreflected in the budget.

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# 10.           **ProductSpecifications, Quality Standards and Handling of Products of SubstandardQuality**.

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## 10.1         Specifications.  ACSC agrees to comply with UNITED’sSpecifications for Products, which specifications prescribe standards andprocedures for quality control, storage, and shipment of Products, and whichare attached hereto as Schedule A.  Inaddition, ACSC agrees to comply with UNITED’s Quality Assurance Policy that isattached hereto as Schedule B.  Anychanges to the specifications or Quality Assurance Policy shall be mutuallyagreed upon by UNITED and the MEMBERS.

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## 10.2         State andFederal Regulations.  All Productsdelivered to or at the order of UNITED shall conform to quality and otherstandards prescribed by applicable state and federal rules andregulations.

 

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## 10.3         SubstandardProduct.  Product that fails to meet the specificationsor the Quality Assurance Policy and which cannot be sold without discountingshall be considered substandard for purposes of this Agreement.  Product of substandard quality shall bewithheld from the Primary Pool and marketed by UNITED in a Separate Pool, withproceeds of the sale of such Product, less all direct and indirect sellingexpenses, distributed to the MEMBER that produced such Product; in thealternative, this MEMBER and UNITED may mutually agree that the Product ofsubstandard quality may remain in the Primary Pool and the MEMBER will becharged with the additional costs relating to the substandard quality of theProduct, including any necessary discounts.

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# 11.           **Storage ofProduct**.  ACSC shall store its Product as the partiesshall mutually agree; provided, however, that with respect to storage byMEMBERS or UNITED, the parties shall utilize reasonably available storagemethods that result in the lowest total cost to the Primary Pool.  At the earliest reasonable time afterprocessing commences in each Fiscal Year and as soon as Product has begun to beplaced in storage, ACSC shall deliver daily Product inventory reports toUNITED.  All Product included in thedaily inventory shall be included in the Primary Pool for the appropriateFiscal Year even though the Product remains on the premises of ACSC.

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## 11.1         Portion ofSidney Storage Facility Controlled by UNITED.  UNITED will have the exclusive right to store910,000 CWT of sugar in the Sidney Storage Facility (the “UNITED ControlledStorage”).  UNITED shall be responsiblefor reimbursing ACSC for the Asset Costs and Operating Costs of the UNITEDControlled Storage pursuant to Section 16 hereof.  The parties acknowledge that a portion ofsuch reimbursable Asset Costs and Operating Costs may include costs charged toACSC by a third party.

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## 11.2         Portion of Sidney StorageFacility Controlled by ACSC.

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### 11.2.1               ACSC retains the exclusiverights with respect to that portion of the Sidney Storage Facility notconstituting UNITED Controlled Storage (the “ACSC Controlled Storage”).  In the event UNITED desires to utilize theACSC Controlled Storage that is not otherwise being utilized by ACSC, it shallnotify ACSC in writing at least thirty (30) days in advance of the date UNITEDanticipates utilizing such storage.  Thenotice shall state the volume of storage UNITED desires and the anticipatedduration of the storage.  ACSC shallprovide a written response to UNITED within fifteen (15) days after receipt ofthe notice to confirm whether or not UNITED may utilize the requested portion ofthe ACSC Controlled Storage.  UNITED’suse of the ACSC Controlled Storage shall at all times be subject to thecontinuing rights of ACSC as provided in paragraph 11.2.2.

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### 11.2.2               In the event UNITED is utilizingthe ACSC Controlled Storage and ACSC desires to exercise its rights to utilizesuch storage due to government imposed marketing restrictions or due to higherthan anticipated production output of SSI or ACSC, ACSC shall provide UNITEDwith thirty (30) days advance written notice to vacate the portion of the ACSCControlled Storage that ACSC desires to utilize and UNITED shall use its

 

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### best efforts to vacate the portion of theACSC Controlled Storage needed by ACSC. In the event that UNITED is unable to vacate all or a portion of theACSC Controlled Storage during such thirty-day period due to load-outlimitations at the facility, then, if such action would relieve ACSC’s shortageof storage, UNITED and ACSC will execute appropriate accounting transfersbetween UNITED and ACSC to provide that up to 1,000,0000 CWT of the sugarstored at the Sidney Storage Facility is being stored for the account of ACSCrather than for the account of UNITED. If UNITED is unable to vacate sufficient storage as required by ACSC andif the above referenced accounting transfer would not relieve ACSC’s shortageof storage, then at the conclusion of the thirty-day period, UNITED shall (i) continueto be responsible for the reimbursement of costs provided in paragraph 11.2.3of this Agreement; and (ii) shall be obligated to reimburse ACSC for allstorage costs ACSC may incur as a result of not having the ACSC ControlledStorage available which is over and above the amount ACSC would have incurredif the storage had been made available to ACSC, including, but not limited to,packaging, shipping, handling, in and out charges, storage fees, reprocessing,and other costs associated with ACSC’s use of an outside storage facility.

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### 11.2.3               Subject to the provisions setforth in this paragraph 11.2.3 regarding the calculation of utilization, UNITEDshall reimburse ACSC for the Operating Costs of the ACSC ControlledStorage.  The parties acknowledge thatACSC’s Operating Costs shall include actual Operating Costs billed to ACSC bySSI.  The parties agree that UNITED shallreimburse ACSC for the Asset Costs of the ACSC Controlled Storage, but that theAsset Costs shall be based upon the fixed amount of $0.042 per CWT permonth.  With respect to reimbursement forOperating Costs and Assets Costs, the reimbursement for the ACSC ControlledStorage shall be based on UNITED’s average monthly utilization (in CWTs) of theACSC Controlled Storage.  The averagemonthly utilization shall be the sum of the number of CWTs in storage on thefirst day and the last day of the month divided by two.

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# 12.           **Risk of Lossand Insurance**.

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## 12.1         Risk of Loss.  ACSC covenants and agrees that it shall bearthe risk of loss of any Product produced by ACSC until the risk of loss forsuch Product passes to the Buyer; provided, however, that risk of loss shall passto UNITED before delivery to the Buyer if the Product is Commingled.  Regardless of which party bears the risk ofloss, ACSC shall continue to be the owner of its Product until the Product issold to the Buyer.  Whenever UNITED shallhave possession or control over such Product prior to sale to the Buyer, UNITEDshall act strictly as custodian thereof in accordance with the provisions ofthis Agreement.

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## 12.2         ACSC toMaintain Insurance.  ACSC covenants andagrees, at its sole cost and at all times during the Term of this Agreement, tomaintain in force during the period for which it bears the risk of loss, (i) anall risk property insurance policy or policies covering loss, theft or

 

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## damage to the Products produced by ACSC in anamount not less than the full replacement cost thereof; and (ii)  productliability insurance in an amount required by UNITED from time to time namingUNITED as an additional insured.

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## 12.3         UNITED toMaintain Insurance.  UNITED covenantsand agrees, at its sole cost and at all times during the Term of thisAgreement, to maintain in force during the period for which it bears the riskof loss, (i) an all risk property insurance policy or policies coveringloss, theft or damage to the Products in an amount not less than the fullreplacement cost thereof; and (ii)  product liability insurance in anamount approved by UNITED from time to time, naming ACSC as an additionalinsured on a primary and noncontributory basis.

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## 12.4         Certificates ofInsurance.  Insurance policies shall be taken out withresponsible insurance companies with a Best rating of no less than A-, and suchpolicies shall not be canceled or materially altered without ten days’ writtennotice to UNITED and ACSC.  Each partyshall furnish the other party with certificates of insurance for policiesrequired hereunder, together with a summary of the terms and conditions of thepolicy or policies, and the date on which the same expire.

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## 12.5         Waiver of Subrogation.  UNITED and ACSC hereby waive subrogationrights as to the other party with respect to all insurance coverages.

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# 13.           **Orders**.  Regardless of factory or warehousedesignation, the proceeds from sales orders shall be credited to the PrimaryPool for the appropriate Fiscal Year. UNITED shall consider car loadings, points of destination, capacity oftanks or warehouses, size of inventories stored therein, costs and otherpertinent factors in selecting the factory, warehouse or warehouses from whichdelivery shall be made.

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# 14.           **LogisticsFunction**.  UNITED shall be responsible for performingall normal logistics functions relating to the shipment of all Productsproduced at ACSC’s plant.  Direct orindirect costs of UNITED associated with the performance of the logistics functionsrelated to Products shall be a marketing expense of the Primary Pool.

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# 15.           **Informationfrom ACSC**.  ACSC shall, whenever requested by UNITED,furnish to UNITED production and related statistical data for Products preparedon a daily basis, and shall make its books and records related theretoavailable at all reasonable times for inspection by UNITED.  ACSC shall not be required to releaseinformation concerning ACSC’s proprietary processes or costs (other thanreimbursable Asset Costs and Operating Costs) which costs shall be provided insufficient detail to satisfy UNITED’s reasonable requirements in connectionwith the reimbursements provided for in Section 16 hereof, or otherconfidential financial information.  ACSCfurther agrees, upon request of UNITED, to furnish UNITED with samples ofProducts for grading or selling purposes.

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# 16.           **Pool ExpensesIncurred by ACSC**.

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## 16.1         ACSC shall be reimbursed out of the Primary Pool for itsAssets Costs and Operating Costs; provided, however, that storage costs ofthick juice or standard liquor from beets or raw cane sugar refinery feedstockshall only be reimbursable pursuant to the Storage Reimbursement Guidelines setforth in Schedule C.

 

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## 16.2         UNITED shall credit ACSC for its AssetCosts and Operating Costs within thirty (30) days of submission of ACSC’swritten cost breakdown.  In the eventthere is a dispute regarding the amount of such reimbursement, UNITED shallcredit the undisputed amount and if the parties are unable to resolve thedisputed amounts within thirty (30) days from the date payment is due, thecontroversy shall be resolved in the manner provided in Section 21 hereof.

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## 16.3         ACSC shall, prior to the constructionor installation of any new assets to be charged to the Primary Pool, obtainapproval from UNITED for such construction or installation.

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# 17.           **Termof Agreement; Termination**.

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## 17.1         Term.  The term of this Agreement shall commence onthe date hereof and shall continue through **August 31,2008** (the “Initial Term”) and from Fiscal Year to Fiscal Yearthereafter (the “Renewal Terms”) until terminated as provided herein. “Term”means the Initial Term and any Renewal Terms.

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## 17.2         Terminationby UNITED or ACSC. After the end of the Initial Term, either UNITED or ACSC has the rightto terminate this Agreement by giving written notice by registered mail to theother party of such termination.  Noticeof termination to be effective at the conclusion of a Renewal Term shall begiven prior to May 1 of a given year to be effective on August 31 ofthe subsequent year (e.g., notice given on April 30, 2008 is effective August 31,2009).

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## 17.3         TerminationPursuant to the Bylaws of UNITED.  In the event membership in UNITED isterminated pursuant to the provisions of the Bylaws of UNITED, ACSC’sparticipation in this Agreement shall terminate effective the date oftermination of membership; provided, however, that UNITED shall have theobligation to purchase from ACSC and ACSC shall have the obligation to sellProducts in the quantities and under the payment terms provided in thisAgreement for the next succeeding twelve (12) month period followingtermination; further provided, that in no event shall UNITED or ACSC berequired to take any actions that could jeopardize UNITED’s status as a commonmarketing agent under the Capper-Volstead Act.

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## 17.4        Performance Following Termination.

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### 17.4.1      Following termination of ACSC’s participation in thisAgreement, as provided in Sections 17.2 or 17.3 above, ACSC shall have theobligation to sell its Pro Rata Share of any Product for which UNITED has, asof the date of notice of termination, made commitment to deliver to a thirdparty Buyer, under the payment terms provided for in this Agreement.

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### 17.4.2      The rights and obligations with respect to the marketing ofACSC’s Products shall continue in effect until all of such pooled Products havebeen sold by UNITED and ACSC’s Pro Rata Share of the Net Selling Price fromsales of Primary Pool Products produced by UNITED’s MEMBERS during such yearsand reimbursable costs and expenses have been distributed.

 

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# 18.           **Representations,Warranties, and Indemnifications**.

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## 18.1         RepresentationsBy ACSC. ACSC represents and warrants that it is not under contract or obligationto sell, market, consign or deliver any of the Products committed to the poolsunder this Agreement to any other person, firm, association, corporation orother entity.  Further, ACSC shall defendand hold harmless UNITED from any costs, claims, liabilities, suits or otherproceedings or actions of any nature or kind whatsoever arising from orconnected with any such prior agreement, contract or arrangement or thetermination or cancellation of any prior agreements, contracts or arrangements.

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## 18.2         RepresentationsBy UNITED. UNITED represents and warrants that it has the power and authority toenter into this Agreement, sell the Products committed to the pools andotherwise to fulfill its obligations under this Agreement.  Further, UNITED shall defend and holdharmless ACSC and its employees, agents and shareholders, from any costs,claims, liabilities, suits or other proceedings or actions of any nature or kindwhatsoever arising from or connected with any sales by UNITED of Productshereunder.

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## 18.3         IndemnificationBy ACSC. ACSC hereby agrees to indemnify and hold harmless, UNITED, its MEMBERS,and their respective employees, from and against any claims, losses orliabilities arising out of, or resulting from, the production, on-site storageor loading of any of ACSC’s Products which are marketed by UNITED pursuant tothis Agreement.

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## 18.4         TransgenicVariety.  Atsuch time as ACSC decides to grow or permit its members to grow TransgenicVarieties, written notice of same shall be delivered to UNITED and each of theMEMBERS.  ACSC acknowledges that if itgrows or its members grow Transgenic Varieties in a given Pool Year, then allof the Product produced by ACSC during that Pool Year will be considered to beTransgenic Product.  (The precedingsentence notwithstanding, sugar produced at Sidney Sugars may, at the option ofACSC, be excluded from the requirement that all sugar produced by ACSC will beconsidered Transgenic Product if ACSC or its members grow Transgenic Varietiesin a given Pool Year.)  ACSC furtheracknowledges that UNITED may sell and market both Product produced fromTransgenic plants (“Transgenic Product”) and Product produced fromnon-Transgenic plants (“Non-Transgenic Product”).  ACSC and UNITED agree that shouldNon-Transgenic Product that is sold by UNITED cause the Net Selling Price of aMEMBER or MEMBERS  producingNon-Transgenic Product in any Pool Year to be more than 5% higher than such NetSelling Price would have been had Non-Transgenic Product not been sold byUNITED, then any MEMBER producing Non-Transgenic Product shall be compensatedfor such difference by receiving its pro rata share of the estimated premiumrealized on the sales of Non-Transgenic Product (the “Non-Transgenic Premium”),all as calculated by UNITED and approved by action of its ExecutiveCommittee.  An illustration of thiscalculation is attached hereto as Schedule D. UNITED and ACSC agree that the other MEMBERS of UNITED are third partybeneficiaries to the representations and warranties contained in this Section 18.4.

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## 18.5         IndemnificationBy UNITED. UNITED hereby agrees to indemnify and hold harmless, ACSC and itsemployees, agents and shareholders, from and against any claims, losses orliabilities arising out of, or resulting from, the actions or omissions ofUNITED, its employees or agents with respect to the Product, from and after thetime risk of loss of ACSC’s Product transfers.

 

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## 18.6         Conformancewith Articles and Bylaws.  ACSC accepts and agrees to conform to andabide by the provisions of the Articles of Incorporation and Bylaws of UNITEDand all amendments thereto during the Term of this Agreement.

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## 18.7         Non-Waiverof Rights.  ACSCagrees that UNITED shall have all rights and remedies provided by law and inthe Bylaws of UNITED in the event of a breach or threatened breach by ACSC ofthis Agreement.

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# 19.           **MarketingAllotments and Allocations**.

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## 19.1         Allocationis Property of ACSC.  In the event Allotments and Allocations areimplemented pursuant to the Allotment Statute, any Allocation attributable toACSC shall be the property of ACSC.

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## 19.2          Excess Product.

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### 19.2.1      Excess Product of ACSC shall not be included in the PrimaryPool, but will be marketed as follows:

###  

#### 19.2.1.1        By UNITED in thesucceeding year’s Primary Pool, subject to the limit of ACSC’s Allocation forthat succeeding year. Any such Excess Product shall be stored and otherwisehandled at the expense of ACSC, although UNITED may provide storage andhandling services. In the event ACSC has Excess Product that is being stored byUNITED, any direct costs incurred as a result of such storage shall be chargedto ACSC and shall not be shared by other participants in the Primary Pool.

####  

#### 19.2.1.2        By ACSC, to a non-Memberprocessor or to another MEMBER, but not to a domestic user or consumer of sugarfor human consumption; provided, however, that UNITED shall be reimbursed forall direct costs relating to the storage or handling of any such Product byUNITED;

####  

#### 19.2.1.3        In the alternative, ACSCand UNITED may mutually agree that Excess Product shall be marketed by UNITEDas part of a Separate Pool that is created for ACSC. If UNITED markets theExcess Product, ACSC may elect to have the Excess Product marketed by UNITED inthe current year (in the export market or other markets that do not violate theAllotment Statute) or carried over by UNITED to the next Fiscal Year.

####  

### 19.2.2      In the event ACSC has Product in excess of its Allocationthat is being stored by UNITED, any additional incremental costs incurred as aresult of such storage shall be charged to ACSC as part of the operation of the

 

12

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### separate pool and shall not be shared byother participants in the Primary Pool.

###  

## 19.3         NetSelling Price When Allocations Implemented.  In the event of Allotments and Allocations,Net Selling Price of the Primary Pool and net selling price of the SeparatePool shall be determined in a manner consistent with the provisions of Section 7of this Agreement; provided that (i) in the case of the Primary Pool, NetSelling Price shall be based upon the volume of ACSC’s actual production thatis not in excess of ACSC’s Allocation, and (ii) in the case of a SeparatePool, net selling price shall be based upon the volume of ACSC’s Product thatis in the Separate Pool.  Purchased Sugarshall be included in the Pro Rata Share (subject to adjustment pursuant to Section 7.3)and included in the Primary Pool, but the sum of ACSC’s actual production andthe quantity of Purchased Sugar shall not exceed the Allocation of ACSC.

##  

# 20.           **ForceMajeure**.

#  

## 20.1         Notificationand Efforts to Minimize.  Neither UNITED nor ACSC shall be liable tothe other for failure to perform any part of this Agreement if such failureresults from the occurrence of an event of Force Majeure, provided that theparty affected by the event (i) notifies the other party of such eventpromptly upon learning of the occurrence of the event, such Notice (ashereinafter defined) to include the anticipated effect of such event on theperformance of such party under this Agreement and (ii) uses its bestefforts to minimize delays and/or non-performance caused by such event.

##  

## 20.2         Releasefrom Liability. Each party shall be completely released from all liability to the otherarising as a consequence of any excused performance caused by an event of ForceMajeure, including, but not limited to, all claims for incidental, special orconsequential damages.

##  

# 21.           **DisputeResolution**.

#  

## 21.1         Agreementto Arbitrate. Any dispute, controversy or claim arising out of or relating to thisAgreement that cannot be resolved amicably between the parties shall be finallyresolved by arbitration in Chicago, Illinois, or such other location as may bemutually agreed upon, in accordance with the Commercial Arbitration Rules ofthe American Arbitration Association (the “AAA”); provided, however, that theplaintiff in any claim for damages exceeding $10,000,000 may seek judicialresolution in any court of competent jurisdiction and shall not be subject tothis Section.  Any arbitration shall beheld before a panel of three (3) arbitrators mutually agreed to betweenthe parties, one of whom shall be familiar with the sugar industry.  If the parties are unable to agree upon theselection and appointment of arbitrators within thirty (30) days of a writtendemand for arbitration, then arbitrators shall be appointed by the AAA pursuantto its Commercial Arbitration Rules.

##  

## 21.2         Discovery.  In connection with any such arbitration, theparties further agree to participate in the exchange of information anddocumentation through discovery pursuant to the rules established by thearbitrators.

##  

## 21.3         Authorityof Arbitrators. The arbitrators shall have full authority to render any form of legal orequitable relief to address the parties’ dispute, including an award ofmonetary

 

13

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## damages and/or injunctive relief; provided,however, that in no event shall the arbitrators have the power to include anyelement of punitive or exemplary damages in the arbitration award.  Judgment upon any award for any legal orequitable relief so rendered by the arbitrators shall be considered final andbinding and may be entered in any state or federal court of competentjurisdiction.

##  

# 22.           **CompleteAgreement**.  The partiesagree that this Agreement constitutes the complete agreement of the partieswith respect to the subject matter hereto and there are no oral or otherconditions, promises, representations or inducements in addition to oralvariance with any of the terms hereof, and that this contract represents thevoluntary and clear understanding of both parties fully and completely.  Any prior marketing agreements and anyamendments thereto between UNITED and ACSC are superseded by this Agreement.

#  

# 23.           **Assignment**.  Neither ACSC nor UNITED may assign thisAgreement without prior written consent of the other party to this Agreement.

#  

# 24.           **Waiverof Breach**.  No waiver of abreach of any of the agreements or provisions contained in this Agreement shallbe construed to be a waiver of any subsequent breach of the same or of anyother provision of this Agreement.

#  

# 25.           **Notices**.  Whenever notice is required by the termshereof, it shall be given in writing by delivery or by certified or registeredmail addressed to the other party at the following address or such otheraddress as a party shall designate by appropriate notice:

 
| If to UNITED:                                          |
|--------------------------------------------------------|
|                                                   |
| UNITED SUGARS CORPORATION                              |
| 7401 Metro Boulevard, Suite 350                   |
| Edina, MN   55439                                 |
| Attn:   President                                 |
|                                                   |
| With a copy to:                                        |
|                                                   |
| Timothy J. Pabst, Esq.                            |
| Leonard, Street and Deinard, Professional  Association |
| 150 South Fifth Street, Suite 2300                |
| Minneapolis, MN  55402                            |
|                                                   |
| If to ACSC:                                            |
|                                                   |
| AMERICAN CRYSTAL SUGAR COMPANY                         |
| 101 North Third Street                                 |
| Moorhead, MN  56560                               |
| Attn:   CEO                                       |

 

If notice is given by mail, it will be effective two (2) daysafter mailing.

 

14

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# 26.           **Constructionof Terms of Agreement; Modification**.  The language in all parts of this Agreementshall be constructed as a whole according to its fair meaning and not strictlyfor or against any party hereto. Headings in this Agreement are for convenience only and are notconstrued as a part of this Agreement or in any defining, limiting oramplifying the provisions hereof.  ThisAgreement contains the entire agreement between the parties with respect to thesubject matter hereof and shall not be modified in any manner except by aninstrument in writing executed by the parties hereto.  In the event any term, covenant, or conditionherein contained is held to be invalid or void by any court of competentjurisdiction, the invalidity of any such term, covenant or condition shall inno way affect any other term, covenant or condition herein contained.

#  

# 27.           **Successorsand Assigns**.  Subject tothe other provisions of this Agreement, all of the terms, covenants andconditions of this Agreement shall inure to the benefit of and shall bind theparties hereto and their successors and assigns.

#  

*[Signaturesfollow on the next page]*

 

15

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IN WITNESS WHEREOF, UNITED and ACSC have executed this Agreementeffective the day and year first above written.

 
| UNITED SUGARS CORPORATION | AMERICAN CRYSTAL SUGAR COMPANY |
|---------------------------|--------------------------------|
|                      |                           |
| By:                       | /s/ John R. Doxie              |   | By: | /s/ David Berg |
| Its:                      | President                      |   | Its: | President |

 

16

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**Schedule A{Section 10.1}**

 

**Specifications for Products(Attached)**

 

17

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**Schedule B**

**{Section 10.1}**

 

**Quality Assurance Policy**

 

PURPOSE:

 

The purpose of the Quality Assurance function at UNITED is to provideguidance and direction to operational groups in the development, implementationand maintenance of Quality Systems.  QualitySystems are those systems designed to assure products and services of theMember companies meet the expectations of the targeted customer segments.

 

The Quality Assurance group will accomplish this through development,implementation and audit of systems and standards that will be developed andimplemented that define customer expectations as well as documenting theperformance of the Member companies against those standards.

 

STRATEGY:

 

The vehicle through which the above will be accomplished will be asystem of documented policies and procedures defining the activities that willoccur within each of the operational groups providing product for sale.

 

The basis for those policies and procedures will be a combination ofFDA requirements as well as standards communicated by UNITED’s primary customersegments.

 

Policies and procedures that will be defined, include but are notlimited to:

 

Product Safety/Regulatory (FDA):

 

·                  GoodManufacturing Practices (21 CFR Part 110 of the Food Drug and CosmeticAct).

 

·                  HACCP(Hazards Analysis and Critical Control Points)

 

(The two systems noted above are made up of anumber of audit and process management activities designed to assure the safetyof the product that is produced, stored and distributed by internal facilitiesas well as outside agents of the company [i.e. copack facilities, facilitiesthat produce and ship product under agreement with UNITED and OutsideDistribution Facilities/Public Warehouses]).

 

Product Quality/Functionality

 

·                  ProductStandards for each product sold and distributed through UNITED will bedefined.  Standards (for product asshipped) will typically be defined by any or all of the following:

 

18

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·                  Flavor/Odor

·                  Color

·                  Moisture

·                  Ash

·                  Sediment

·                  Visible Specks

·                  Floc

·                  Invert

·                  Specific Rotation

·                  Granulation

·                  Density

·                  Flowability

·                  Pesticides/heavy metals

·                  Specific trace element analysis

As defined by the customer segment(i.e.bottling and National Formulary)

·                  Microbiology standards

 

·                                          ProcessControl Systems/Documentation

 

Process ControlSystems are those control systems by which each producing facility managestheir process to produce product which meet the approved product standards asshipped.

 

Each Memberfacility will document, through a Standard Operating Procedures format, themethods utilized to assure processes are operated in a consistent controllablemanner.

 

19

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**Schedule C{Section 16.1}**

 

**Storage Reimbursement Guidelines -**

**Parameters for Including Sugar Juice TankAssets and Raw Cane Sugar Storage Assets as an Expense of the Primary Pool**

 

A MEMBER shall be reimbursed out of the Primary Pool for its storagecosts of thick juice or standard liquor (collectively referred to as “sugarjuice”) from beets or raw cane sugar refinery feedstock only if, in thejudgment of UNITED, there is a benefit to the Primary Pool.  The assets costs associated with the storageof sugar juice in tanks and the storage of raw cane sugar refinery feedstockwill be an expense of the Primary Pool when the use/increased use of theseassets at UNITED’s request will lower the overall costs to the PrimaryPool.  Generally, this would happen anytimeUNITED forces increased use of these sugar juice tanks or raw cane sugarrefinery feedstock storage over and above what is already incorporated into theMEMBER’S annual plant production schedule for that campaign.

 

In the event UNITED requests the use/increased use of assets for thestorage of sugar juice in tanks or the storage of raw cane sugar refineryfeedstock, the Primary Pool shall pay the MEMBER’S asset costs as follows:

 

The storage rate charged by the MEMBER forthe use of sugar juice tanks or raw cane refinery feedstock storage shall becalculated based upon the percentage of storage utilized by UNITED multipliedby the MEMBER’S average cost of all sugar juice tanks or raw cane sugarrefinery feedstock storage that are routinely utilized by the MEMBER forstorage of sugar juice or raw cane sugar refinery feedstock.  The storage costs charged by the MEMBER shallbegin the day UNITED requests the MEMBER to start utilizing sugar juice or rawcane sugar refinery feedstock storage. The MEMBER shall be reimbursed for incremental refining costs thatdirectly result from the reimbursable storage covered by Schedule C.

 

Average costs shall be determined by summing the total of depreciation,asset costs, property insurance and taxes related to all tanks/buildingsroutinely utilized by the MEMBER for storage of sugar juice or raw cane sugarrefinery feedstock.  (All depreciationand net book values used for calculating asset use fees are based on theapplicable UNITED depreciation guidelines.) These total costs are then averaged over the total tank/buildingcapacity for those applicable tanks/buildings. The percent utilization is determined by calculating what percent of thetotal tank/building capacity is being utilized each day.  That average percent utilization calculatedfor the month is then multiplied times the total per month cost of thetanks/buildings.

 

20

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**Schedule D**{Section 18.4}

 

Should UNITED market both Transgenic Product and Non-TransgenicProduct, then for each sale of Non-Transgenic Product UNITED will record:

 

·                  the volume of Non-Transgenic Productsold,

·                  an estimate of the Net Selling Pricefor each sale of Non-Transgenic Product,

·                  an estimate of the amount by whichthe Net Selling Price on the Non-Transgenic Product sale exceeds the expectedNet Selling Price on a similar sale of Transgenic Product (Non-TransgenicPremium), and

·                  an estimate of the total amountof  Non-Transgenic Premium Revenue(volume of Non-Transgenic Product sales multiplied by the EstimatedNon-Transgenic Premium).

 

UNITED will summarize these sales in a format similar to the following:

 
| ** **        | ** ** | **Non-  Transgenic  Sales Volume  (cwt)** | ** ** | **Estimated  NSP  ($/cwt)** | ** ** | **Estimated Non-  Transgenic  Premium ($/cwt)** | ** ** | **Non-  Transgenic  Premium  Revenue($)** | ** ** |
|-------------------|------------|------------------------------------------------|------------|-----------------------------|------------|------------------------------------------------------|------------|-------------------------------------------|------------|
| Sept              |       | 200,000                                        |       | $                           | 26.00      |                                                 | $          | 1.50                                      |       | $ | 300,000 |   |
| Oct               |       | 400,000                                        |       | $                           | 26.50      |                                                 | $          | 1.00                                      |       | $ | 400,000 |   |
| Nov               |       | 600,000                                        |       | $                           | 28.00      |                                                 | $          | 2.00                                      |       | $ | 1,200,000 |   |
| Dec               |       | 400,000                                        |       | $                           | 31.00      |                                                 | $          | 3.00                                      |       | $ | 1,200,000 |   |
| Jan               |       | 500,000                                        |       | $                           | 25.00      |                                                 | $          | 1.00                                      |       | $ | 500,000 |   |
| Feb               |       | 300,000                                        |       | $                           | 28.00      |                                                 | $          | 4.00                                      |       | $ | 1,200,000 |   |
| Mar               |       | 700,000                                        |       | $                           | 23.00      |                                                 | $          | 2.00                                      |       | $ | 1,400,000 |   |
| April             |       | 500,000                                        |       | $                           | 22.00      |                                                 | $          | 1.00                                      |       | $ | 500,000 |   |
| May               |       | 400,000                                        |       | $                           | 27.00      |                                                 | $          | 4.00                                      |       | $ | 1,600,000 |   |
| June              |       | 1,200,000                                      |       | $                           | 23.00      |                                                 | $          | 1.00                                      |       | $ | 1,200,000 |   |
| July              |       | 700,000                                        |       | $                           | 24.00      |                                                 | $          | 3.00                                      |       | $ | 2,100,000 |   |
| August            |       | 200,000                                        |       | $                           | 22.00      |                                                 | $          | 0.25                                      |       | $ | 50,000 |   |
| **Annual  Total** | ** ** | **6,100,000**                                  | ** ** | **$**                       | **25.02**  | ** **                                           | **$**      | **1.91**                                  | ** ** | **$** | **11,651,000** | ** ** |

 

During each Fiscal Year, United will summarize all costs associatedwith segregating Non-Transgenic Product and Transgenic Product to avoid crosscontamination of the two products (Segregation Costs).  Segregation Costs may include, but are notlimited to,  the cost to clean railcarsto assure no cross contamination, the cost to isolate products in storage toavoid cross contamination, etc.

 

21

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Since Segregation Costs will have been accounted for in the calculationof the Net Selling Price each year, the Non-Transgenic producer’s(s’) pro ratashare of Segregation Costs will be added to the Non-Transgenic Premium Revenuein order to determine what percentage the resulting Non-Transgenic PremiumRevenue is of the Non-Transgenic producer’s(s’) Net Selling Price.

 

At the end of each Fiscal Year, UNITED will divide 1) the total amountof Non-Transgenic Premium Revenue by 2) the Non-Transgenic producer’s(s’) NetSelling Price less the total amount of the Non-Transgenic Premium Revenue.  If the total value of the Non-TransgenicPremium Revenue is more than 5% of the Non-Transgenic producer’s(s’) NetSelling Price, then the Non-Transgenic Premium Revenue will be distributed on apro rata basis to those MEMBERS who produced the Non-Transgenic Sugar.  If the total value of the Non-TransgenicPremium Revenue is less than 5% of the Non-Transgenic producer’s(s’) NetSelling Price, then the Non-Transgenic Premium Revenue will not beredistributed.

 

**Example 1**

 

Annual sales of Non-Transgenic Product are as follows:

 
| **Month**  | ** ** | **Non-Transgenic  Sales Volume  (cwt)** | ** ** | **Estimated  NSP  ($/cwt)** | ** ** | **Estimated Non-  Transgenic  Premium  ($/cwt)** | ** ** | **Non-  Transgenic  Premium  Revenue ($)** | ** ** |
|------------|------------|----------------------------------------------|------------|-----------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------|------------|
| Sept       |       | 200,000                                      |       | $                           | 26.00      |                                                  | $          | 1.50                                            |       | $ | 300,000 |   |
| Oct        |       | 400,000                                      |       | $                           | 26.50      |                                                  | $          | 1.00                                            |       | $ | 400,000 |   |
| Nov        |       | 600,000                                      |       | $                           | 28.00      |                                                  | $          | 2.00                                            |       | $ | 1,200,000 |   |
| Dec        |       | 400,000                                      |       | $                           | 31.00      |                                                  | $          | 3.00                                            |       | $ | 1,200,000 |   |
| Jan        |       | 500,000                                      |       | $                           | 25.00      |                                                  | $          | 1.00                                            |       | $ | 500,000 |   |
| Feb        |       | 300,000                                      |       | $                           | 28.00      |                                                  | $          | 4.00                                            |       | $ | 1,200,000 |   |
| Mar        |       | 700,000                                      |       | $                           | 23.00      |                                                  | $          | 2.00                                            |       | $ | 1,400,000 |   |
| April      |       | 500,000                                      |       | $                           | 22.00      |                                                  | $          | 1.00                                            |       | $ | 500,000 |   |
| May        |       | 400,000                                      |       | $                           | 27.00      |                                                  | $          | 4.00                                            |       | $ | 1,600,000 |   |
| June       |       | 1,200,000                                    |       | $                           | 23.00      |                                                  | $          | 1.00                                            |       | $ | 1,200,000 |   |
| July       |       | 700,000                                      |       | $                           | 24.00      |                                                  | $          | 3.00                                            |       | $ | 2,100,000 |   |
| August     |       | 200,000                                      |       | $                           | 22.00      |                                                  | $          | 0.25                                            |       | $ | 51,000 |   |
| **Totals** | ** ** | **6,100,000**                                | ** ** | **$**                       | **25.02**  | ** **                                            | **$**      | **1.91**                                        | ** ** | **$** | **11,651,000** | ** ** |

 

22

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**Member Sales Volumes by Product Type**

 
| ** **                                                                                         | ** ** | **Transgenic  Volume** | ** **    | **Total Annual Volume (cwts)  Non-Transgenic Volume** | ** **              | **Total  Volume** | ** ** | **Member’s Share of  Total Volume** | ** ** | **Member’s Share of Non-  Transgenic Volume** | ** ** |
|----------------------------------------------------------------------------------------------------|------------|------------------------|---------------|----------------------------------------------------------------------|-------------------------|-------------------|------------|---------------------------------------------------------|------------|------------------------------------------------------------------------|------------|
| **Member A**                                                                                       | ** ** | **31,000,000**         | ** **    | **0**                                                                |                    | 31,000,000        |       | 62.00                                                   | **%**      | **0.0000**                                                             | **%**      |
| **Member B**                                                                                       | ** ** | **0**                  | ** **    | **13,000,000**                                                       |                    | 13,000,000        |       | 26.00                                                   | **%**      | **100.0000**                                                           | **%**      |
| **Member C**                                                                                       | ** ** | **6,000,000**          | ** **    | **0**                                                                |                    | 6,000,000         |       | 12.00                                                   | **%**      | **0.0000**                                                             | ** ** |
| **Total**                                                                                          |       | 37,000,000             |          | 13,000,000                                                           |                    | 50,000,000        |       |                                                    |       |                                                                   |       |
| ** **                                                                                         |       |                   |          |                                                                 |                    |              |       |                                                    |       |                                                                   |       |
| **Annual  Sales of Customer-Required Non-Transgenic Sugar**                                        |       |                   |          |                                                                 |                    |              |       |                                                    |       |                                                                   |       |
| **Annual  Volume (cwts)**                                                                          | ** ** | **6,100,000**          |          |                                                                 |                    |              |       |                                                    |       |                                                                   |       |
| **Estimate  Non-Transgenic Premium $(/cwt)**                                                       | ** ** | **$**                  | **1.91**      |                                                                 |                    |              |       |                                                    |       |                                                                   |       |   |
| **Non-Transgenic  Premium Revenue**                                                                |       | $                      | 11,651,000    |                                                                 |                    |              |       |                                                    |       |                                                                   |       |   |
|                                                                                               |       |                   |          |                                                                 |                    |              |       |                                                    |       |                                                                   |       |
| **Average  annual NSP for all volume ($/cwt)**                                                     |       | **$**                  | **23.23**     |                                                                 | Premium Included in NSP |              |       |                                                    |       |                                                                   |       |   |
| **Annual  Net Selling Price (all volume times avg price**)                                         |       | $                      | 1,161,500,000 |                                                                 | $                       | 11,651,000        |       |                                                    |       |                                                                   |       |   |   |
| Member A’s Net  Selling Price                                                                 |       | $                      | 720,130,000   |                                                                 | $                       | 7,223,620         |       |                                                    |       |                                                                   |       |   |   |
| Member B’s Net  Selling Price                                                                 |       | $                      | 301,990,000   |                                                                 | $                       | 3,029,260         |       |                                                    |       |                                                                   |       |   |   |
| Member C’s Net  Selling Price                                                                 |       | $                      | 139,380,000   |                                                                 | $                       | 1,398,120         |       |                                                    |       |                                                                   |       |   |   |
|                                                                                               |       |                   |          |                                                                 |                    |              |       |                                                    |       |                                                                   |       |
| **Annual  Segregation Costs**                                                                      |       | **$**                  | **900,000**   |                                                                 |                    |              |       |                                                    |       |                                                                   |       |   |
| Pro Rata Share of  Segregation Costs                                                               |       |                   |          |                                                                 |                    |              |       |                                                    |       |                                                                   |       |
| Member A                                                                                           |       | $                      | 558,000       |                                                                 |                    |              |       |                                                    |       |                                                                   |       |   |
| Member B                                                                                           |       | $                      | 234,000       |                                                                 |                    |              |       |                                                    |       |                                                                   |       |   |
| Member C                                                                                           |       | $                      | 108,000       |                                                                 |                    |              |       |                                                    |       |                                                                   |       |   |
|                                                                                               |       |                   |          |                                                                 |                    |              |       |                                                    |       |                                                                   |       |
| **Results**                                                                                        |       |                   |          |                                                                 |                    |              |       |                                                    |       |                                                                   |       |
| **Non-Transgenic Premium Revenue % of  Non-Transgenic Producer’s(s’) Net Selling Price** |       | **3.9786**             | **%**         |                                                                 |                    |              |       |

 

**Result**: Since the Non-Transgenic Premium Revenue is less than 5% (Example 1result is 3.9786%) of Non-Transgenic producer’s(s’) Net Selling Price, noseparate distribution of Non-Transgenic Premium Revenue is made to Memberssupplying Non-Transgenic Product to UNITED.

 

23

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**Example 2**

 

Annual sales of Non-Transgenic Product are as follows:

 
| **Month**  | ** ** | **Non- Transgenic  Sales Volume  (cwt)** | ** ** | **Estimated  NSP  ($/cwt)** | ** ** | **Estimated Non-  Transgenic  Premium  ($/cwt)** | ** ** | **Non-  Transgenic  Premium  Revenue  ($)** | ** ** |
|------------|------------|-----------------------------------------------|------------|-----------------------------|------------|-------------------------------------------------------|------------|---------------------------------------------|------------|
| Sept       |       | 200,000                                       |       | $                           | 26.00      |                                                  | $          | 1.00                                        |       | $ | 200,000 |   |
| Oct        |       | 400,000                                       |       | $                           | 26.50      |                                                  | $          | 3.00                                        |       | $ | 1,200,000 |   |
| Nov        |       | 600,000                                       |       | $                           | 28.00      |                                                  | $          | 4.00                                        |       | $ | 2,400,000 |   |
| Dec        |       | 400,000                                       |       | $                           | 31.00      |                                                  | $          | 2.00                                        |       | $ | 800,000 |   |
| Jan        |       | 500,000                                       |       | $                           | 25.00      |                                                  | $          | 2.00                                        |       | $ | 1,000,000 |   |
| Feb        |       | 300,000                                       |       | $                           | 28.00      |                                                  | $          | 1.00                                        |       | $ | 300,000 |   |
| Mar        |       | 700,000                                       |       | $                           | 23.00      |                                                  | $          | 3.00                                        |       | $ | 2,100,000 |   |
| April      |       | 500,000                                       |       | $                           | 22.00      |                                                  | $          | 2.00                                        |       | $ | 1,000,000 |   |
| May        |       | 400,000                                       |       | $                           | 27.00      |                                                  | $          | 2.00                                        |       | $ | 800,000 |   |
| June       |       | 1,200,000                                     |       | $                           | 23.00      |                                                  | $          | 4.00                                        |       | $ | 4,800,000 |   |
| July       |       | 700,000                                       |       | $                           | 24.00      |                                                  | $          | 3.00                                        |       | $ | 2,100,000 |   |
| August     |       | 200,000                                       |       | $                           | 22.00      |                                                  | $          | 2.81                                        |       | $ | 563,000 |   |
| **Totals** | ** ** | **6,100,000**                                 | ** ** | **$**                       | **25.02**  | ** **                                            | **$**      | **2.83**                                    | ** ** | **$** | **17,263,000** | ** ** |

 

24

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**Member Sales Volumes by Product Type**

 
| ** **                                                                                  | ** ** | ** **                 | ** **    | ** **                                                                | ** **               | ** **            | ** ** | ** **                                              | ** ** | ** **                                                             | ** ** |
|---------------------------------------------------------------------------------------------|------------|----------------------------|---------------|---------------------------------------------------------------------------|--------------------------|-----------------------|------------|---------------------------------------------------------|------------|------------------------------------------------------------------------|------------|
| ** **                                                                                  | ** ** | **Transgenic Volume** | ** **    | **Total Annual Volume (cwts)  Non-Transgenic Volume** | ** **               | **Total Volume** | ** ** | **Member’s Share of  Total Volume** | ** ** | **Member’s Share of Non-  Transgenic Volume** | ** ** |
| **Member A**                                                                                | ** ** | **31,000,000**             | ** **    | **0**                                                                     |                     | 31,000,000            |       | 62.00                                                   | %          | **0.0000**                                                             | **%**      |
| **Member B**                                                                                | ** ** | **0**                      | ** **    | **13,000,000**                                                            |                     | 13,000,000            |       | 26.00                                                   | %          | **100.0000**                                                           | **%**      |
| **Member C**                                                                                | ** ** | **6,000,000**              | ** **    | **0**                                                                     |                     | 6,000,000             |       | 12.00                                                   | %          | **0.0000**                                                             | **%**      |
| **Total**                                                                                   |       | 37,000,000                 |          | 13,000,000                                                                |                     | 50,000,000            |       |                                                    |       |                                                                   |       |
|                                                                                        |       |                       |          |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |
| **Annual Sales of Customer-Required Non-Transgenic  Sugar**                                 |       |                       |          |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |
| **Annual Volume (cwts)**                                                                    | ** ** | **6,100,000**              |          |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |
| **Estimate Non-Transgenic Premium ($/cwt)**                                                 | ** ** | **$**                      | **2.83**      |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |   |
| **Non-Transgenic Premium Revenue**                                                          |       | $                          | 17,263,000    |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |   |
|                                                                                        |       |                       |          |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |
| **Average annual NSP for all volume ($/cwt)**                                               | ** ** | **$**                      | **23.23**     |                                                                      | Premium  Included in NSP |                  |       |                                                    |       |                                                                   |       |   |
| **Annual Net Selling Price (all volume times avg  price)**                                  |       | $                          | 1,161,500,000 |                                                                      | $                        | 17,263,000            |       |                                                    |       |                                                                   |       |   |   |
| Member A’s Net Selling Price                                                           |       | $                          | 720,130,000   |                                                                      | $                        | 10,703,060            |       |                                                    |       |                                                                   |       |   |   |
| Member B’s Net Selling Price                                                           |       | $                          | 301,990,000   |                                                                      | $                        | 4,488,380             |       |                                                    |       |                                                                   |       |   |   |
| Member C’s Net Selling Price                                                           |       | $                          | 139,380,000   |                                                                      | $                        | 2,071,560             |       |                                                    |       |                                                                   |       |   |   |
|                                                                                        |       |                       |          |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |
| **Annual Segregation Costs**                                                                | ** ** | **$**                      | **900,000**   |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |   |
| Pro Rata Share of Segregation Costs                                                         |       |                       |          |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |
| Member A                                                                                    |       | $                          | 558,000       |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |   |
| Member B                                                                                    |       | $                          | 234,000       |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |   |
| Member C                                                                                    |       | $                          | 108,000       |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |   |
|                                                                                        |       |                       |          |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |
| **Results**                                                                                 |       |                       |          |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |
|                                                                                        |       |                       |          |                                                                      |                     |                  |       |                                                    |       |                                                                   |       |
| **Non-Transgenic Premium Revenue %  of Non-Transgenic Producer(s)’ Net Selling Price** |       | **5.8859**                 | **%**         |                                                                      |                     |                  |       |

 

**Example 2 Result**: Since Non-Transgenic PremiumRevenue is more than 5% (Example 2 result is 5.8859%) of Non-Transgenicproducer’s(s’) Net Selling Price, the Non-Transgenic Premium Revenue ($17.263million in this example) is distributed pro rata to MEMBERS supplyingNon-Transgenic Product to UNITED as follows:

 

**If, andonly if, Non-Transgenic Premium is > 5% of Non Transgenic Producer(s)’ NSP,then total Net Selling Price is redistributed as follows:**

 
| ** **   | ** ** | **New Redistributed  Share of NT Prem** | ** **     | **Share of NT  Premium  Revenue  already in NSP** | ** **     | **NT Prem returned  to NT Producer(s)** | ** ** | **NT Prem to be  added to NSP** | ** ** | **Return of share of  Segregation Costs** | ** **     | **Added share  of Segregation  Costs** | ** ** | **NSP Before  Adjustment** | ** ** | **New adjusted  NSP** | ** **   | **New NSP  per cwt** | ** ** | ** **        | ** ** |
|--------------|------------|-------------------------------------------------------------|----------------|-----------------------------------------------------------------------|----------------|-------------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------------|----------------|--------------------------------------------------|------------|---------------------------------|------------|----------------------------|--------------|--------------------------------|------------|-------------------|------------|
| **Member A** | ** ** | **$**                                                       | **0**          | ** **                                                            | **10,703,060** | ** **                                                  | **$**      | **-10,703,060**                                          | ** ** | **$**                                                         | **0**          | ** **                                       | **$**      | **0**                           | ** ** | **$**                      | **-196,054** | ** **                     | **$**      | **720,130,000**   | ** ** | **709,230,886** | ** ** | **$** | **22.88** | ** ** | **Member A** | ** ** |
| **Member B** | ** ** | **$**                                                       | **17,263,000** | ** **                                                            | **4,488,380**  | ** **                                                  | **$**      | **0**                                                    | ** ** | **$**                                                         | **12,774,620** | ** **                                       | **$**      | **234,000**                     | ** ** | **$**                      | **0**        | ** **                     | **$**      | **301,990,000**   | ** ** | **314,998,620** | ** ** | **$** | **24.23** | ** ** | **Member B** | ** ** |
| **Member C** | ** ** | **$**                                                       | **0**          | ** **                                                            | **2,071,560**  | ** **                                                  | **$**      | **-2,071,560**                                           | ** ** | **$**                                                         | **0**          | ** **                                       | **$**      | **0**                           | ** ** | **$**                      | **-37,946**  | ** **                     | **$**      | **139,380,000**   | ** ** | **137,270,494** | ** ** | **$** | **22.88** | ** ** | **Member C** | ** ** |
| **Total**    | ** ** | **$**                                                       | **17,263,000** | ** **                                                            | **17,263,000** | ** **                                                  | **$**      | **-12,774,620**                                          | ** ** | **$**                                                         | **12,774,620** | ** **                                       | **$**      | **234,000**                     | ** ** | **$**                      | **-234,000** | ** **                     | **$**      | **1,161,500,000** | ** ** | **1,161,500,000** | ** ** | **$** | **23.23** |   |   |   |

 

25

----

** **

**Example2 Values**

 

**Assumptions**

 
| ** ** | ** ** | ** **                                                                                  | ** ** | **Transgenic Volume** | ** **    | **Total Annual Volume (cwts)  Non-Transgenic Volume** | ** **               | **Total Annual  Volume (cwts)** | ** ** | **Member’s Share of Total  Volume** | ** ** | **Member’s Share of  Non-Transgenic Volume** | ** ** |
|------------|------------|---------------------------------------------------------------------------------------------|------------|----------------------------|---------------|---------------------------------------------------------------------------|--------------------------|-------------------------------------------|------------|---------------------------------------------------------|------------|------------------------------------------------------------------|------------|
| **A**      | ** ** | **Member Sales Volumes by Product Type**                           | ** ** | ** **                 | ** **    | ** **                                                                | ** **               | ** **                                | ** ** | ** **                                              | ** ** | ** **                                                       | ** ** |
| ** ** | ** ** | **Member A**                                                                                | ** ** | **31,000,000**             | ** **    | **0**                                                                     |                     | 31,000,000                                |       | 62.00                                                   | %          | **0.0000**                                                       | **%**      |
| ** ** | ** ** | **Member B**                                                                                | ** ** | **0**                      | ** **    | **13,000,000**                                                            |                     | 13,000,000                                |       | 26.00                                                   | %          | **100.0000**                                                     | **%**      |
| ** ** | ** ** | **Member C**                                                                                | ** ** | **6,000,000**              | ** **    | **0**                                                                     |                     | 6,000,000                                 |       | 12.00                                                   | %          | **0.0000**                                                       | **%**      |
|       | ** ** | **Total**                                                                                   |       | 37,000,000                 |          | 13,000,000                                                                |                     | 50,000,000                                |       |                                                    |       |                                                             |       |
| ** ** |       |                                                                                        |       |                       |          |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |
| **B**      | ** ** | **Annual Sales of Customer-Required Non-Transgenic  Sugar**                                 |       |                       |          |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |
| ** ** | ** ** | **Annual Volume (cwts)**                                                                    | ** ** | **6,100,000**              |          |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |
| ** ** | ** ** | **Estimate Non-Transgenic Premium ($/cwt)**                                                 | ** ** | **$**                      | **2.83**      |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |   |
|       | ** ** | **Non-Transgenic Premium Revenue**                                                          |       | $                          | 17,263,000    |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |   |
| ** ** |       |                                                                                        |       |                       |          |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |
| **C**      | ** ** | **Average annual NSP for all volume ($/cwt)**                                               | ** ** | **$**                      | **23.23**     |                                                                      | Premium  Included in NSP |                                      |       |                                                    |       |                                                             |       |   |
|       | ** ** | **Annual Net Selling Price (all volume times avg  price)**                                  |       | $                          | 1,161,500,000 |                                                                      | $                        | 17,263,000                                |       |                                                    |       |                                                             |       |   |   |
|       |       | Member A’s Net Selling Price                                                           |       | $                          | 720,130,000   |                                                                      | $                        | 10,703,060                                |       |                                                    |       |                                                             |       |   |   |
|       |       | Member B’s Net Selling Price                                                           |       | $                          | 301,990,000   |                                                                      | $                        | 4,488,380                                 |       |                                                    |       |                                                             |       |   |   |
|       |       | Member C’s Net Selling Price                                                           |       | $                          | 139,380,000   |                                                                      | $                        | 2,071,560                                 |       |                                                    |       |                                                             |       |   |   |
| ** ** |       |                                                                                        |       |                       |          |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |
| **D**      | ** ** | **Annual Segregation Costs**                                                                | ** ** | **$**                      | **900,000**   |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |   |
|       |       | Pro Rata Share of Segregation Costs                                                         |       |                       |          |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |
|       |       | Member A                                                                                    |       | $                          | 558,000       |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |   |
|       |       | Member B                                                                                    |       | $                          | 234,000       |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |   |
|       |       | Member C                                                                                    |       | $                          | 108,000       |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |   |
|       |       |                                                                                        |       |                       |          |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |
|       |       | **Results**                                                                                 |       |                       |          |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |
|       |       |                                                                                        |       |                       |          |                                                                      |                     |                                      |       |                                                    |       |                                                             |       |
|       |       | **Non-Transgenic Premium Revenue %  of Non-Transgenic Producer(s)’ Net Selling Price** |       | **5.8859**                 | **%**         |                                                                      |                     |                                      |       |

 

**If, and only if, Non-Transgenic Premium is > 5% of NonTransgenic Producer(s)’ NSP, then total Net Selling Price is redistributed asfollows:**

 
| ** **   | ** ** | **New Redistributed  Share of NT Prem** | ** **     | **Share of NT Premium  Revenue already in NSP** | ** **     | **NT Prem returned  to NT Producer(s)** | ** ** | **NT Prem to be  added to NSP** | ** ** | **Return of share of  Segregation Costs** | ** **     | **Added share  of Segregation  Costs** | ** ** | **NSP Before  Adjustment** | ** ** | **New adjusted  NSP** | ** **   | **New NSP  per cwt** | ** **         | ** **      | ** **        |
|--------------|------------|-------------------------------------------------------------|----------------|-------------------------------------------------------------------------------|----------------|-------------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------------|----------------|--------------------------------------------------|------------|---------------------------------|------------|----------------------------|--------------|--------------------------------|--------------------|-----------------|-------------------|
| **Member A** | ** ** | **$**                                                       | **0**          | ** **                                                                    | **10,703,060** | ** **                                                  | **$**      | **-10,703,060**                                          | ** ** | **$**                                                         | **0**          | ** **                                       | **$**      | **0**                           | ** ** | **$**                      | **-196,054** | ** **                     | **$**              | **720,130,000** | ** **        | **709,230,886** | ** ** | **$** | **22.88** | ** ** | **Member A** | ** ** |
| **Member B** | ** ** | **$**                                                       | **17,263,000** | ** **                                                                    | **4,488,380**  | ** **                                                  | **$**      | **0**                                                    | ** ** | **$**                                                         | **12,774,620** | ** **                                       | **$**      | **234,000**                     | ** ** | **$**                      | **0**        | ** **                     | **$301,990,000**   | ** **      | **314,998,620**   | ** ** | **$** | **24.23** | ** ** | **Member B** | ** ** |
| **Member C** | ** ** | **$**                                                       | **0**          | ** **                                                                    | **2,071,560**  | ** **                                                  | **$**      | **-2,071,560**                                           | ** ** | **$**                                                         | **0**          | ** **                                       | **$**      | **0**                           | ** ** | **$**                      | **-37,946**  | ** **                     | **$139,380,000**   | ** **      | **137,270,494**   | ** ** | **$** | **22.88** | ** ** | **Member C** | ** ** |
| **Total**    | ** ** | **$**                                                       | **17,263,000** | ** **                                                                    | **17,263,000** | ** **                                                  | **$**      | **-12,774,620**                                          | ** ** | **$**                                                         | **12,774,620** | ** **                                       | **$**      | **234,000**                     | ** ** | **$**                      | **-234,000** | ** **                     | **$1,161,500,000** | ** **      | **1,161,500,000** | ** ** | **$** | **23.23** | ** ** | ** ** | ** ** |
|              |            |                                                             |                |                                                                               |                |                                                             |            |                                                          |            |                                                               |                |                                                  |            |                                 |            |                            |              |                                |                    |                 |                   |  |  |  |  |  |  |  |

 

26

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**Schedule D of the MemberMarketing Agreement**

**Variablesare in blue**

** **

**Examples1 and 2 - Formulas**

 
| **Assumptions** | ** ** | **Member Sales Volumes by Product Type**                                                                               | ** ** | **Transgenic Volume** | ** ** | **Totoal Annual Volume (cwts)  Non-Transgenic Volume** | ** **               | **Total Volume** | ** ** | **Member’s Share of Total  Volume** | ** ** | **Member’s Share of  Non-Transgenic** | ** ** |
|-----------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|------------|----------------------------------------------------------------------------|--------------------------|-----------------------|------------|---------------------------------------------------------|------------|------------------------------------------------------|------------|
| **A**           | ** ** | **Member Sales Volumes by Product Type**                                                                               | ** ** | ** **                 | ** ** | ** **                                                                 | ** **               | ** **            | ** ** | ** **                                              | ** ** | ** **                                           | ** ** |
| ** **      | ** ** | **Member A**                                                                                                                                    | ** ** | **31000000**               | ** ** | **0**                                                                      |                     | =SUM(D10:E10)         |       | =SUM(F10/F13)                                           | ** ** | **=SUM(E10/E13)**                                    | ** ** |
| ** **      | ** ** | **Member B**                                                                                                                                    | ** ** | **0**                      | ** ** | **13000000**                                                               |                     | =SUM(D11:E11)         |       | =SUM(F11/F13)                                           | ** ** | **=SUM(E11/E13)**                                    | ** ** |
| ** **      | ** ** | **Member C**                                                                                                                                    | ** ** | **6000000**                | ** ** | **0**                                                                      |                     | =SUM(D12:E12)         |       | =SUM(F12/F13)                                           | ** ** | **=SUM(E12/E13)**                                    | ** ** |
| ** **      | ** ** | **Total**                                                                                                                                       |       | =SUM(D10:D12)              |       | =SUM(E10:E12)                                                              |                     | =SUM(F10:F12)         |       |                                                    |       |                                                 |       |
|            |       |                                                                                                                                            |       |                       |       |                                                                       |                     |                  |       |                                                    |       |                                                 |       |
| **B**           | ** ** | **Annual Sales of Customer-Required Non-Transgenic  Sugar**                                                                                     |       |                       |       |                                                                       |                     |                  |       |                                                    |       | =IF(H10>0,100%,0)                                 |       |
| ** **      | ** ** | **Annual Volume (cwts)**                                                                                                                        | ** ** | **6100000**                |       |                                                                       |                     |                  |       |                                                    |       | =IF(H11>0,100%,0)                                 |       |
| ** **      | ** ** | **Estimate Non-Transgenic Premium ($/cwt)**                                                                                                     | ** ** | **2.83**                   |       |                                                                       |                     |                  |       |                                                    |       | =IF(H12>0,100%,0)                                 |       |
| ** **      | ** ** | **Non-Transgenic Premium Revenue**                                                                                                              |       | =SUM(D16*D17)              |       |                                                                       |                     |                  |       |                                                    |       |                                                 |       |
|            |       |                                                                                                                                            |       |                       |       |                                                                       |                     |                  |       |                                                    |       |                                                 |       |
| **C**           | ** ** | **Average annual NSP for all volume ($/cwt)**                                                                                                   | ** ** | **$**                      | **23.23**  |                                                                       | Premium  Included in NSP |                  |       |                                                    |       |                                                 |       |   |
| ** **      | ** ** | **Annual Net Selling Price (all volume times avg  price)**                                                                                      |       | =SUM(F13*D20)              |       | =D18                                                                       |                     |                  |       |                                                    |       |                                                 |       |
|            |       | Member A’s Net Selling Price                                                                                                               |       | =SUM(F10*D20)              |       | =SUM(G10*D18)                                                              |                     |                  |       |                                                    |       |                                                 |       |
|            |       | Member B’s Net Selling Price                                                                                                               |       | =SUM(F11*D20)              |       | =SUM(G11*D18)                                                              |                     |                  |       |                                                    |       |                                                 |       |
|            |       | Member C’s Net Selling Price                                                                                                               |       | =SUM(F12*D20)              |       | =SUM(G12*D18)                                                              |                     |                  |       |                                                    |       |                                                 |       |
|            |       |                                                                                                                                            |       |                       |       |                                                                       |                     |                  |       |                                                    |       |                                                 |       |
| **D**           | ** ** | **Annual Segregation Costs**                                                                                                                    | ** ** | **900000**                 |       |                                                                       |                     |                  |       |                                                    |       |                                                 |       |
|            |       | Pro Rata Share of Segregation Costs                                                                                                             |       |                       |       |                                                                       |                     |                  |       |                                                    |       |                                                 |       |
|            |       | Member A                                                                                                                                        |       | =SUM((F10/F13)*D26)        |       |                                                                       |                     |                  |       |                                                    |       |                                                 |       |
|            |       | Member B                                                                                                                                        |       | =SUM((F11/F13)*D26)        |       |                                                                       |                     |                  |       |                                                    |       |                                                 |       |
|            |       | Member C                                                                                                                                        |       | =SUM((F12/F13)*D26)        |       |                                                                       |                     |                  |       |                                                    |       |                                                 |       |
|            |       |                                                                                                                                            |       |                       |       |                                                                       |                     |                  |       |                                                    |       |                                                 |       |
|            |       | **Results**                                                                                                                                     |       |                       |       |                                                                       |                     |                  |       |                                                    |       |                                                 |       |
|            |       | **Non-Transgenic Premium Revenue% of  Non-Transgenic Producer(s)’ Net Selling Price**                                                      |       |                       |       |                                                                       |                     |
|            |       | ** **                                                                                                                                      |       |                       |       |                                                                       |                     |
|            |       | **=SUM(D18+((H15*D28)+(H16*D29)+(H17*D30)))/(((H15*D22)+(H16*D23)+(H17*D24))-((H15*E22)+(H16*E23)+(H17*E24))-((H15*D28)+(H16*D29)+(H17*D30)))** |       |                       |       |
|                 |            |                                                                                                                                                 |            |                            |            |                                                                            |                          |                       |            |                                                         |            |                                                      |            |  |

 

**If, and only if, Non-Transgenic Premium is > 5% of NonTransgenic Producer(s)’ NSP, then total Net Selling Price is redistributed asfollows:**

 
| ** **   | ** ** | **New Redistributed  Share of NT Prem** | ** ** | **Share of NT  Premium  Revenue already in NSP** | ** ** | **NT Prem returned  to NT Producer(s)** | ** ** | **NT Prem to be  added to  NSP** | ** ** | **Return of share of  Segregation Costs** | ** ** | **Added share  of Segregation Costs** | ** ** | **NSP Before  Adjustment** | ** ** | **New adjusted  NSP** | ** ** | **New NSP  per cwt** | ** ** | ** **   | ** ** |
|--------------|------------|-------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|-------------------------------------------------------------|------------|------------------------------------------------------|------------|---------------------------------------------------------------|------------|-------------------------------------------------|------------|---------------------------------|------------|----------------------------|------------|--------------------------------|------------|--------------|------------|
| **Member A** | ** ** | **=SUM(H10*D18)**                                           | ** ** | **=SUM(G10*D18)**                                                    | ** ** | **=IF(D40=0,-E40,0)**                                       | ** ** | **=IF(E40+F40=0,0,D40-E40)**                         | ** ** | **=IF(H10=0,0,D28)**                                          | ** ** | **=IF(H40=0,-SUM((H41+H42)*(D10/D13)),0**       | ** ** | **=D22**                        | ** ** | **=SUM(F40:J40)**          | ** ** | **=SUM(K40/F10)**              | ** ** | **Member A** | ** ** |
| **Member B** | ** ** | **=SUM(H11*D18)**                                           | ** ** | **=SUM(G11*D18)**                                                    | ** ** | **=IF(D41=0,-E41,0)**                                       | ** ** | **=IF(E41+F41=0,0,D41-E41)**                         | ** ** | **=IF(H11=0,0,D29)**                                          | ** ** | **=IF(H41=0,-SUM((H40+H42)*(D11/D13)),0**       | ** ** | **=D23**                        | ** ** | **=SUM(F41:J41)**          | ** ** | **=SUM(K41/F11)**              | ** ** | **Member B** | ** ** |
| **Member C** | ** ** | **=SUM(H12*D18)**                                           | ** ** | **=SUM(G12*D18)**                                                    | ** ** | **=IF(D42=0,-E42,0)**                                       | ** ** | **=IF(E42+F42=0,0,D42-E42)**                         | ** ** | **=IF(H12=0,0,D30)**                                          | ** ** | **=IF(H42=0,-SUM((H40+H41)*(D12/D13)),0**       | ** ** | **=D24**                        | ** ** | **=SUM(F42:J42)**          | ** ** | **=SUM(K42/F12)**              | ** ** | **Member C** | ** ** |
| **Total**    | ** ** | **=SUM(D40:D42)**                                           | ** ** | **=SUM(E40:E42)**                                                    | ** ** | **=SUM(F40:F42)**                                           | ** ** | **=SUM(G40:G42)**                                    | ** ** | **=SUM(H40:H42)**                                             | ** ** | **=SUM(I40:I42)**                               | ** ** | **=SUM(J40:J42)**               | ** ** | **=SUM(K40:K42)**          | ** ** | **=SUM(K43/F13)**              | ** ** | ** **   | ** ** |

 

27

----