## QuickLinks

## 

Exhibit 10.27

*Total of Commercial Paper, Seasonal Loan, CCC and other short term loans.

Date Approved: 03/05/99

ST. PAUL BANK FOR COOPERATIVES    Term Loan Agreement

Loan
Agreement, Note Nos. 31142 / 31142NP / 30343 / 30800NP, is hereby further amended in its entirety, to read as follows:

|Borrower:                                  |  |   | Application No. S-26959
|------------------------------------------ |  | - | -----------------------
|AMERICAN CRYSTAL SUGAR COMPANY             |  |   |                        
|MOORHEAD, MINNESOTA                        |  |   |                        
|New Loan                                   |  |   | Present Loans          
|$20,000,000.00Term Loan                   |  |   |                        
|                                           |  | $ | 98,057,180.00          
|                                           |  |   | 76,142,820.00          
|                                           |  |   | 31,000,000.00          
|                                           |  |   | 8,000,000.00           
|                                           |  |   |                        
|                                           |  | $ | 213,200,000.00         
|Increased Loans                            |  |   |                        
|$3,940,300.00Term Loan, Note No. 31142    |  |   |                        
|$3,059,700.00Term Loan, Note No. 31142NP* |  |   |                        

|Total Loans
|-----------
|           
|           
|           
|           
|           
|           
|           

*NP
indicates a non-patronage note

The
St. Paul Bank for Cooperatives (the "Bank") and Borrower agree to the above loans (the "Loans") to the Borrower subject to all the terms and conditions of this loan agreement. Patronage Loans and
Commitments require the Borrower to purchase equities of the Bank as set forth in the "CONDITIONS" section, paragraph B of this loan agreement.

I. NOTES AND SECURITY



II. LIMITATION ON ADVANCES

A. The
total Term Loans outstanding under this or any loan agreement between the Bank and the Borrower shall not exceed the amount shown in the above heading.



III. INTEREST



TABLE 2

|RATE PRODUCT                                                          |  | INDEX                                       |  | SPREAD OVER INDEX
IN BASIS POINTS
|--------------------------------------------------------------------- |  | ------------------------------------------- |  | ---------------------------------
|                                                                      |  |                                             |  |                                  
|One Month                                                             |  | LIBOR                                       |  | 90                               
|Two Months                                                            |  | LIBOR                                       |  | 90                               
|Three Months                                                          |  | LIBOR                                       |  | 90                               
|Six Months                                                            |  | LIBOR                                       |  | 90                               
|One Year                                                              |  | U.S.$ Constant Maturity
Treasury ("US$CMT") |  | 125                              
|Two Years                                                             |  | US$CMT                                      |  | 125                              
|Three Years                                                           |  | US$CMT                                      |  | 125                              
|Four Years                                                            |  | US$CMT                                      |  | 125                              
|Five Years                                                            |  | US$CMT                                      |  | 125                              
|Seven Years                                                           |  | US$CMT                                      |  | 140                              
|Ten Years                                                             |  | US$CMT                                      |  | 140                              
|Floor (Minimum) Margin
(For One to Ten Year Fixed Rate Products Only) |  | Bank's cost of funds                        |  | 105                              

In
addition, the spread over the above indices, including the Floor Margin, may increase or decrease for future fixed amounts for Term Loans, Note Nos. 31143 / 31143NP / 31144NP, based on the
Borrower's previous fiscal quarter's leverage ratio, as defined in the "CONDITIONS" section, paragraph L., as follows:

TABLE 3

|LEVERAGE RATIO
(as defined in
Section VII.,
paragraph L.)      |  | INCREASE /
DECREASE
TO SPREAD |  | CHANGE TO SPREAD
LISTED IN TABLE 2
(IN BASIS POINTS)
|-------------------------------------------------------------- |  | ----------------------------- |  | ----------------------------------------------------
|                                                               |  |                               |  |                                                     
|A. Equal to or greater than 1.35:1.00                          |  | Increase                      |  | 20                                                  
|B. Equal to or greater than 1.20:1.00, but less than 1.35:1.00 |  | None                          |  | 0                                                   
|C. Less than 1.20:1.00, but greater than or equal to 1.00:1.00 |  | Decrease                      |  | 10                                                  
|D. Less than 1.00:1.00                                         |  | Decrease                      |  | 20                                                  





IV. FEES



V. CUSTOMER MANAGED FIXED RATE TERM ADVANCES AND MATURITIES





VI. TERM FACILITY LOAN



VII. CONDITIONS



VIII. REPAYMENT



IX. LATE FEE PENALTY



X. EXPIRATION



XI. REINSTATEMENT



XII. DEFAULT PROVISION



XIII. ACCEPTANCE



## 

NONNEGOTIABLE NOTE OF AMERICAN CRYSTAL SUGAR COMPANY MOORHEAD, MINNESOTA Note No. 31144NP

|$20,000,000.00 |  | March 5, 1999
|-------------- |  | -------------

For
value received, the undersigned ("Maker") promises to pay to the St. Paul Bank for Cooperatives ("Bank"), at its office in the City of St. Paul, Minnesota, the sum of Twenty
Million and no/100 Dollars ($20,000,000.00) with interest on the unpaid balance at a variable rate of interest which may increase or decrease as the Bank may, from time to time, determine as provided
in the Loan Agreement of even date between the Maker and the Bank. The unpaid balance of this note, with accrued interest, and required equity purchases, may be paid at any time subject to a
prepayment penalty, if any, in accordance with the terms of the Loan Agreement between the Bank and Maker.

This
note shall at all times evidence and constitute prima facie proof of the indebtedness of the Maker to the Bank or its successors or assigns, of such amount of money (not in
excess of the amount of the principal indebtedness stated above plus accrued interest and required equity purchases) as shown to be owing by the records of the Bank, or its successors or assigns.

In
the event that suit is brought on this note, the Maker agrees to pay such reasonable attorneys' fees and costs of collection as permitted by law to be charged.

The
Maker hereby waives presentment for payment, demand, protest, notice of protest, and notice of dishonor and nonpayment of this note.

If
requested by the Bank, its successors or assigns, the Maker agrees to deliver in substitution for this note, a negotiable note for the amount of the unpaid balance of Maker's
indebtedness, plus accrued interest and required equity purchases.

| |  | AMERICAN CRYSTAL SUGAR COMPANY
| |  | ------------------------------
| |  | By                            
| |  |                               
| |  | By                            
| |  |                               



NONNEGOTIABLE NOTE OF AMERICAN CRYSTAL SUGAR COMPANY MOORHEAD, MINNESOTA Note No. 31143

|$101,997,480.00 |  | March 5, 1999
|--------------- |  | -------------

For
value received, the undersigned ("Maker") promises to pay to the St. Paul Bank for Cooperatives ("Bank"), at its office in the City of St. Paul, Minnesota, the sum of One Hundred
One Million Nine Hundred Ninety-Seven Thousand Four Hundred Eighty and no/100 Dollars ($101,997,480.00) with interest on the unpaid balance at a variable rate of interest which may increase or
decrease as the Bank may, from time to time, determine as provided in the Loan Agreement of even date between the Maker and the Bank. The unpaid balance of this note, with accrued interest, and
required equity purchases, may be paid at any time subject to a prepayment penalty, if any, in accordance with the terms of the Loan Agreement between the Bank and Maker.

This
note shall at all times evidence and constitute prima facie proof of the indebtedness of the Maker to the Bank or its successors or assigns, of such amount of money (not in
excess of the amount of the principal indebtedness stated above plus accrued interest and required equity purchases) as shown to be owing by the records of the Bank, or its successors or assigns.

In
the event that suit is brought on this note, the Maker agrees to pay such reasonable attorneys' fees and costs of collection as permitted by law to be charged.

The
Maker hereby waives presentment for payment, demand, protest, notice of protest, and notice of dishonor and nonpayment of this note.

If
requested by the Bank, its successors or assigns, the Maker agrees to deliver in substitution for this note, a negotiable note for the amount of the unpaid balance of Maker's
indebtedness, plus accrued interest and required equity purchases.

| |  | AMERICAN CRYSTAL SUGAR COMPANY
| |  | ------------------------------
| |  | By                            
| |  |                               
| |  | By                            
| |  |                               



NONNEGOTIABLE NOTE OF AMERICAN CRYSTAL SUGAR COMPANY MOORHEAD, MINNESOTA Note No. 31143NP

|$79,202,520.00 |  | March 5, 1999
|-------------- |  | -------------

For
value received, the undersigned ("Maker") promises to pay to the St. Paul Bank for Cooperatives ("Bank"), at its office in the City of St. Paul, Minnesota, the sum of
Seventy-Nine Million Two Hundred Two Thousand Five Hundred Twenty and no/100 Dollars ($79,202,520.00) with interest on the unpaid balance at a variable rate of interest which may increase
or decrease as the Bank may, from time to time, determine as provided in the Loan Agreement of even date between the Maker and the Bank. The unpaid balance of this note, with accrued interest, and
required equity purchases, may be paid at any time subject to a prepayment penalty, if any, in accordance with the terms of the Loan Agreement between the Bank and Maker.

This
note shall at all times evidence and constitute prima facie proof of the indebtedness of the Maker to the Bank or its successors or assigns, of such amount of money (not in
excess of the amount of the principal indebtedness stated above plus accrued interest and required equity purchases) as shown to be owing by the records of the Bank, or its successors or assigns.

In
the event that suit is brought on this note, the Maker agrees to pay such reasonable attorneys' fees and costs of collection as permitted by law to be charged.

The
Maker hereby waives presentment for payment, demand, protest, notice of protest, and notice of dishonor and nonpayment of this note.

If
requested by the Bank, its successors or assigns, the Maker agrees to deliver in substitution for this note, a negotiable note for the amount of the unpaid balance of Maker's
indebtedness, plus accrued interest and required equity purchases.

| |  | AMERICAN CRYSTAL SUGAR COMPANY
| |  | ------------------------------
| |  | By                            
| |  |                               
| |  | By                            
| |  |                               

Attachment A

AMERICAN CRYSTAL SUGAR COMPANY Permitted Liens

|Asset                                                                                                             |  | Lien Holder                                                                            
|----------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------
|                                                                                                                  |  |                                                                                        
|Sugar                                                                                                             |  | Commodity Credit Corporation                                                           
|Real Estate, Equipment, Intangibles                                                                               |  | St. Paul Bank as Collateral Agent                                                      
|The Company's equity in Crystech, LLC                                                                             |  | First Union Trust Company, National Association, as Collateral Agent                   
|Pollution Control Equipment located at the Company's Moorhead, MN facility                                        |  | Security Agreement
American National Bank and Trust Company (now known as Firstar Bank)
|Industrial Development Revenue Bond Issue and located at the Company's Moorhead, MN facility (Security Agreement) |  | American National Bank and Trust                                                       

Attachment B
Term Loan

American Crystal Sugar Company Permitted Outside Borrowings

|Lender                            |  | Amount
|--------------------------------- |  | ------
|Tax Exempt Bonds:                 |  | $     
|East Grand Forks Series A         |  |       
|East Grand Forks Series B         |  |       
|Trail County Series A, B, & C     |  |       
|Trail County Bonds                |  |       
|                                  |  |       
|City of Moorhead                  |  | $     
|                                  |  |       
|Total                             |  |       
|Private Placements:               |  |       
|Series A 8/31/2018                |  |       
|Series B 8/31/2023                |  |       
|Series C 8/31/2028                |  |       
|                                  |  |       
|Note Purchase Agreement (9/15/98) |  | $     
|                                  |  |       



## 

[Form
of Compliance Certificate]

American Crystal Sugar Company Quarterly Compliance Certificate Term and Seasonal Loans

J. Net Working Capital:

|Per GAAP Financial Statements                          |  | $ |       
|------------------------------------------------------ |  | - | ------
|                                                       |  |  
|Reinstatable Unadvanced Available Term Loan Commitment |  | $ |       
|                                                       |  |  
|Estimated Unit Retain                                  |  | $ |       
|                                                       |  |  
|Adjusted Net Working Capital                           |  | $ |       
|                                                       |  |  
|Minimum ($30, $32.5 or $35 million)                    |  | $ |       
|                                                       |  |  
|Compliance                                             |  |   | Yes/No

K. Current Ratio

|            |  | Current
Assets |  | Current
Liabilities |  | Adjusted per
Unit Retain |  | Current Ratio |  
|----------- |  | -------------- |  | ------------------- |  | ------------------------ |  | ------------- | -
|            |  |                |  |                     |  |                          |  |               |  
|Quarter I   |  |                |  |                     |  |                          |  |               | %
|Quarter II  |  |                |  |                     |  |                          |  |               | %
|Quarter III |  |                |  |                     |  |                          |  |               | %
|Quarter IV  |  |                |  |                     |  |                          |  |               | %
|            |  |                |  |                     |  |                          |  |               |  
|Average     |  |                |  |                     |  |                          |  |               |  
|            |  |                |  |                     |  |                          |  |               |  
|Minimum     |  |                |  |                     |  |                          |  | 110           | %
|Compliance  |  |                |  |                     |  |                          |  | Yes/No        |  

L. Leverage Ratio

|a) |  | Long-term Debt (GAAP)                   |  | $ |        
|-- |  | --------------------------------------- |  | - | -------
|b) |  | Actual Less Minimum Net Working Capital |  | $ |        
|   |  |                                         |  |  
|c) |  | Adjusted Long-term Debt (a-b)           |  | $ |        
|   |  |                                         |  |  
|d) |  | Total Member Investment                 |  | $ |        
|e) |  | Estimated Unit Retains                  |  | $ |        
|   |  |                                         |  |  
|f) |  | Adjusted Members Investment (d + e)     |  | $ |        
|   |  |                                         |  |  
|g) |  | Adjusted Leverage Ratio (c/f)           |  |   | :1.0   
|   |  | Maximum                                 |  |   | 1.5:1.0
|   |  | Compliance                              |  |   | Yes/No 

Pricing Grid (Term Only)

A.  >1.35:1
 B. >1.20:1  C. <1.20:1
D.<1.0:1

M. Calendar Year Paydown (Seasonal Only)

All short-term debt was less than $ ($100 or $80 million) for 30 days between
  /  /  and  /  /  .

M. Term Debt Coverage Ratio: (Annual) (Term Only):

|Net Funds |  | Year 1                                                                         |  | Year 2 |   | Year 3 |  
|--------- |  | ------------------------------------------------------------------------------ |  | ------ | - | ------ | -
|          |  |                                                                                |  |        |   |        |  
|a)        |  | Unit retains                                                                   |  | +      |   |        |  
|b)        |  | Depreciation and amortization                                                  |  | +      |   |        |  
|c)        |  | Net income from non-member business and member business tax timing differences |  | +      |   |        |  
|d)        |  | Decrease in investments in other cooperatives (excluding subsidiaries)         |  | +      |   |        |  
|e)        |  | Net revenue from the sale of stock                                             |  |        |   |        |  
|f)        |  | Increase in investments in other cooperatives (excluding subsidiaries)         |  | (      | ) | (      | )
|g)        |  | Net loss from non-member business and member business tax timing differences   |  | (      | ) | (      | )
|h)        |  | Provision for income tax                                                       |  | (      | ) | (      | )
|i)        |  | Members' investment retirements                                                |  | (      | ) | (      | )
|          |  | Sum (a through i)                                                              |  |        |   |        |  
|          |  |                                                                                |  |        |   |        |  
|          |  | Average Net Funds                                                              |  |        |   |        |  
|          |  |                                                                                |  |        |   |        |  
|          |  | Long-term Debt                                                                 |  |        |   |        |  
|          |  |                                                                                |  |        |   |        |  
|          |  | Ratio (i / j)                                                                  |  |        |   |        |  
|          |  | Maximum                                                                        |  |        |   |        |  
|          |  | Compliance                                                                     |  |        |   |        |  



## 

ST. PAUL BANK FOR COOPERATIVES    Seasonal Loan Agreement

Loan
Agreement, Note Nos. 29590 / 29590NP / 30811, is hereby further amended in its entirety, to read as follows:

|Borrower:                      |  | Application No. S-26959
|------------------------------ |  | -----------------------
|AMERICAN CRYSTAL SUGAR COMPANY |  |                        
|MOORHEAD, MINNESOTA            |  |                        

|                                                        |  | Present Loans |               
|------------------------------------------------------- |  | ------------- | --------------
|                                                        |  | $             | 205,000,000.00
|                                                        |  |               | 75,000,000.00 
|                                                        |  |               | 7,400,000.00  
|                                                        |  |               |               
|                                                        |  | $             | 287,400,000.00
|Increased Loan                                         
|$10,000,000.00Seasonal Loan, Note No. 29590NP*        
|Decreased Loan                                         
|$1,400,000.00Short Term L/C Commitment, Note No. 30811 | 
|                                                        |  | Total Loans   |               
|                                                        |  | $             | 205,000,000.00
|                                                        |  |               | 85,000,000.00 
|                                                        |  | $             | 6,000,000.00  
|                                                        |  |               |               
|                                                        |  | $             | 296,000,000.00

*NP
indicates a non-patronage note

The
St. Paul Bank for Cooperatives (the "Bank") and Borrower agree to the above loans (the "Loan") to the Borrower subject to all the terms and conditions of this loan agreement. Patronage Loans and
Commitments require the Borrower to purchase equities of the Bank as set forth in the "CONDITIONS" section, paragraph B. of this loan agreement.

I. NOTES AND SECURITY



II. LIMITATION ON ADVANCES



III. INTEREST



TABLE 1

|RATE PRODUCT |  | INDEX                |  | SPREAD OVER INDEX
IN BASIS POINTS
|------------ |  | -------------------- |  | ---------------------------------
|15-29 Days   |  | Bank's cost of funds |  | 60                               
|One Month    |  | LIBOR                |  | 45                               
|Two Months   |  | LIBOR                |  | 45                               
|Three Months |  | LIBOR                |  | 45                               
|Six Months   |  | LIBOR                |  | 45                               



IV. FEES



V.  FIXED RATE SEASONAL ADVANCES AND MATURITIES



VI. CONDITIONS



VII. REPAYMENT

The indebtedness arising from the Loans shall be repaid as follows:



VIII. LATE FEE PENALTY



IX. EXPIRATION



X. REINSTATEMENT



XI. DEFAULT PROVISION



XII. ACCEPTANCE



## 

NONNEGOTIABLE NOTE OF AMERICAN CRYSTAL SUGAR COMPANY MOORHEAD, MINNESOTA Note No. 29591NP

|$85,000,000.00 |  | March 5, 1999
|-------------- |  | -------------

For
value received, the undersigned ("Maker") promises to pay to the St. Paul Bank for Cooperatives ("Bank"), at its office in the City of St. Paul, Minnesota, the sum of
Eighty-Five Million and no/100 Dollars ($85,000,000.00) with interest on the unpaid balance at a variable rate of interest which may increase or decrease as the Bank may, from time to
time, determine as provided in the Loan Agreement of even date between the Maker and the Bank. The unpaid balance of this note, with accrued interest, and required equity purchases, may be paid at any
time subject to a prepayment penalty, if any, in accordance with the terms of the Loan Agreement between the Bank and Maker.

This
note shall at all times evidence and constitute prima facie proof of the indebtedness of the Maker to the Bank or its successors or assigns, of such amount of money (not in
excess of the amount of the principal indebtedness stated above plus accrued interest and required equity purchases) as shown to be owing by the records of the Bank, or its successors or assigns.

In
the event that suit is brought on this note, the Maker agrees to pay such reasonable attorneys' fees and costs of collection as permitted by law to be charged.

The
Maker hereby waives presentment for payment, demand, protest, notice of protest, and notice of dishonor and nonpayment of this note.

If
requested by the Bank, its successors or assigns, the Maker agrees to deliver in substitution for this note, a negotiable note for the amount of the unpaid balance of Maker's
indebtedness, plus accrued interest and required equity purchases.

| |  | AMERICAN CRYSTAL SUGAR COMPANY
| |  | ------------------------------
| |  | By                            
| |  |                               
| |  | By                            
| |  |                               



NONNEGOTIABLE NOTE OF AMERICAN CRYSTAL SUGAR COMPANY MOORHEAD, MINNESOTA Note No. 30812

|$6,000,000.00 |  | March 5, 1999
|------------- |  | -------------

For
value received, the undersigned ("Maker") promises to pay to the St. Paul Bank for Cooperatives ("Bank"), at its office in the City of St. Paul, Minnesota, the sum of Six Million
and no/100 Dollars ($6,000,000.00) with interest on the unpaid balance at a variable rate of interest which may increase or decrease as the Bank may, from time to time, determine as provided in the
Loan Agreement of even date between the Maker and the Bank. The unpaid balance of this note, with accrued interest, and required equity purchases, may be paid at any time subject to a prepayment
penalty, if any, in accordance with the terms of the Loan Agreement between the Bank and Maker.

This
note shall at all times evidence and constitute prima facie proof of the indebtedness of the Maker to the Bank or its successors or assigns, of such amount of money (not in
excess of the amount of the principal indebtedness stated above plus accrued interest and required equity purchases) as shown to be owing by the records of the Bank, or its successors or assigns.

In
the event that suit is brought on this note, the Maker agrees to pay such reasonable attorneys' fees and costs of collection as permitted by law to be charged.

The
Maker hereby waives presentment for payment, demand, protest, notice of protest, and notice of dishonor and nonpayment of this note.

If
requested by the Bank, its successors or assigns, the Maker agrees to deliver in substitution for this note, a negotiable note for the amount of the unpaid balance of Maker's
indebtedness, plus accrued interest and required equity purchases.

| |  | AMERICAN CRYSTAL SUGAR COMPANY
| |  | ------------------------------
| |  | By                            
| |  |                               
| |  | By                            
| |  |                               

Attachment A

American Crystal Sugar Company Permitted Liens

|Asset                                                                                                             |  | Lien Holder                                                                            
|----------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------
|                                                                                                                  |  |                                                                                        
|Sugar                                                                                                             |  | Commodity Credit Corporation                                                           
|Real Estate, Equipment, Intangibles                                                                               |  | St. Paul Bank as Collateral Agent                                                      
|The Company's equity in Crystech, LLC                                                                             |  | First Union Trust Company, National Association, as collateral Agent                   
|Pollution Control equipment located at the Company's Moorhead, MN facility                                        |  | Security Agreement
American National Bank and Trust Company (now known as Firstar Bank)
|Industrial Development Revenue Bond Issue and located at the Company's Moorhead, MN facility (Security Agreement) |  | American National Bank and Trust                                                       



## 

[Form
of Compliance Certificate]

American Crystal Sugar Company Quarterly Compliance Certificate Term and Seasonal Loans

J. Net Working Capital:

|Per GAAP Financial Statements                          |  | $ |       
|------------------------------------------------------ |  | - | ------
|                                                       |  |  
|Reinstatable Unadvanced Available Term Loan Commitment |  | $ |       
|Estimated Unit Retain                                  |  | $ |       
|                                                       |  |  
|Adjusted Net Working Capital                           |  | $ |       
|                                                       |  |  
|Minimum ($30, $32.5 or $35 million)                    |  | $ |       
|                                                       |  |  
|Compliance                                             |  |   | Yes/No

K. Current Ratio

|            |  | Current
Assets |  | Current
Liabilities |  | Adjusted per
Unit Retain |  | Current Ratio |  
|----------- |  | -------------- |  | ------------------- |  | ------------------------ |  | ------------- | -
|            |  |                |  |                     |  |                          |  |               |  
|Quarter I   |  |                |  |                     |  |                          |  |               | %
|Quarter II  |  |                |  |                     |  |                          |  |               | %
|Quarter III |  |                |  |                     |  |                          |  |               | %
|Quarter IV  |  |                |  |                     |  |                          |  |               | %
|            |  |                |  |                     |  |                          |  |               |  
|Average     |  |                |  |                     |  |                          |  |               |  
|            |  |                |  |                     |  |                          |  |               |  
|Minimum     |  |                |  |                     |  |                          |  | 110           | %
|Compliance  |  |                |  |                     |  |                          |  | Yes/No        |  

L. Leverage Ratio

|a) |  | Long-term Debt (GAAP)                   |  | $ |        
|-- |  | --------------------------------------- |  | - | -------
|b) |  | Actual Less Minimum Net Working Capital |  | $ |        
|   |  |                                         |  |  
|c) |  | Adjusted Long-term Debt (a-b)           |  | $ |        
|   |  |                                         |  |  
|d) |  | Total Member Investment                 |  | $ |        
|e) |  | Estimated Unit Retains                  |  | $ |        
|   |  |                                         |  |  
|f) |  | Adjusted Members Investment (d + e)     |  | $ |        
|   |  |                                         |  |  
|g) |  | Adjusted Leverage Ratio (c/f)           |  |   | :1.0   
|   |  | Maximum                                 |  |   | 1.5:1.0
|   |  | Compliance                              |  |   | Yes/No 

Pricing Grid (Term Only)

A.  >1.35:1
 B. >1.20:1  C. <1.20:1
D.<1.0:1

M. Calendar Year Paydown (Seasonal Only)

All short-term debt was less than $ ($100 or $80 million) for 30 days between
  /  /  and  /  /  .

M. Term Debt Coverage Ratio: (Annual) (Term Only):

|Net Funds |  | Year 1                                                                         |  | Year 2 |   | Year 3 |  
|--------- |  | ------------------------------------------------------------------------------ |  | ------ | - | ------ | -
|          |  |                                                                                |  |        |   |        |  
|a)        |  | Unit retains                                                                   |  | +      |   |        |  
|b)        |  | Depreciation and amortization                                                  |  | +      |   |        |  
|c)        |  | Net income from non-member business and member business tax timing differences |  | +      |   |        |  
|d)        |  | Decrease in investments in other cooperatives (excluding subsidiaries)         |  | +      |   |        |  
|e)        |  | Net revenue from the sale of stock                                             |  |        |   |        |  
|f)        |  | Increase in investments in other cooperatives (excluding subsidiaries)         |  | (      | ) | (      | )
|g)        |  | Net loss from non-member business and member business tax timing differences   |  | (      | ) | (      | )
|h)        |  | Provision for income tax                                                       |  | (      | ) | (      | )
|i)        |  | Members' investment retirements                                                |  | (      | ) | (      | )
|          |  | Sum (a through i)                                                              |  |        |   |        |  
|          |  |                                                                                |  |        |   |        |  
|          |  | Average Net Funds                                                              |  |        |   |        |  
|          |  |                                                                                |  |        |   |        |  
|          |  | Long-term Debt                                                                 |  |        |   |        |  
|          |  |                                                                                |  |        |   |        |  
|          |  | Ratio (i / j)                                                                  |  |        |   |        |  
|          |  | Maximum                                                                        |  |        |   |        |  
|          |  | Compliance                                                                     |  |        |   |        |  

Attachment B
Seasonal Loan

American Crystal Sugar Company   Permitted Outside Borrowings (Condition G, Outside Senior Secured Borrowings)

|Lender                             |  | Commitment
Amount |            | August 29, 1998
|---------------------------------- |  | ----------------- | ---------- | ---------------
|                                   |  |                   |            |                
|Commercial Paper                   |  |                   | Variable   |                
|Norwest Bank Fargo (not to exceed) |  | $                 | 15,000,000 |                
|Commodity Credit Corporation       |  |                   | Variable   |                

[Form
of Borrowing Base]

Attachment C
Seasonal Loan

American Crystal Sugar Company   Monthly Borrowing Base Condition For the month ended

|Trade Accounts Receivable (Excludes Members, Affiliates, etc.) |  | $ |  |  | @75                           | % | $ | 
|-------------------------------------------------------------- |  | - |  |  | ----------------------------- | - | - | 
|                                                               |  |   |  |  |                               |  
|Inventory                                                      |  | $ |  |  | @65                           | % | $ | 
|                                                               |  |   |  |  |                               |  
|Cash and Equivalents                                           |  | $ |  |  | @85                           | % | $ | 
|                                                               |  |   |  |  |                               |  
|Total                                                          |  |   |  |  |                               |   | $ | 
|                                                               |  |   |  |  |                               |   |  
|Commercial paper                                               |  |   |  |  |                               |   | $ | 
|                                                               |  |   |  |  |                               |   |  
|Seasonal Loan                                                  |  |   |  |  |                               |   |   | 
|                                                               |  |   |  |  |                               |   |  
|CCC                                                            |  |   |  |  |                               |   |   | 
|                                                               |  |   |  |  |                               |   |  
|Total Short-term Loans*                                        |  |   |  |  |                               |   | $ | 
|                                                               |  |   |  |  |                               |   |  
|Compliance                                                     |  |   |  |  | Yes (Excess) / No (Shortfall)



## QuickLinks

ST. PAUL BANK FOR COOPERATIVES Term Loan AgreementTABLE 2TABLE 3

NONNEGOTIABLE NOTE OF AMERICAN CRYSTAL SUGAR COMPANY MOORHEAD, MINNESOTA Note No. 31144NPNONNEGOTIABLE NOTE OF AMERICAN CRYSTAL SUGAR COMPANY MOORHEAD, MINNESOTA Note No. 31143NONNEGOTIABLE NOTE OF AMERICAN CRYSTAL SUGAR COMPANY MOORHEAD, MINNESOTA Note No. 31143NPAMERICAN CRYSTAL SUGAR COMPANY Permitted LiensAmerican Crystal Sugar Company Permitted Outside Borrowings

American Crystal Sugar Company Quarterly Compliance Certificate Term and Seasonal Loans

ST. PAUL BANK FOR COOPERATIVES Seasonal Loan AgreementTABLE 1

NONNEGOTIABLE NOTE OF AMERICAN CRYSTAL SUGAR COMPANY MOORHEAD, MINNESOTA Note No. 29591NPNONNEGOTIABLE NOTE OF AMERICAN CRYSTAL SUGAR COMPANY MOORHEAD, MINNESOTA Note No. 30812American Crystal Sugar Company Permitted Liens

American Crystal Sugar Company Quarterly Compliance Certificate Term and Seasonal LoansAmerican Crystal Sugar Company Permitted Outside Borrowings (Condition G, Outside Senior Secured Borrowings)American Crystal Sugar Company Monthly Borrowing Base Condition For the month ended