Exhibit
10.32


 


Loan No. Z269S02


 


STATUSED
REVOLVING
CREDIT SUPPLEMENT


 


THIS SUPPLEMENT to
the Amended and Restated Master Loan Agreement dated July 21, 2003 (the
“MLA”), is entered into as of November 7, 2003, between CoBANK, ACB (“CoBank”) and
AMERICAN
CRYSTAL SUGAR COMPANY, Moorhead,
Minnesota (the “Company.


 


SECTION 1.                            On
the terms and conditions set forth in the MLA and this Supplement, CoBank
agrees to make loans to the Company during the period set forth below in an
aggregate principal amount not to exceed, at any one time outstanding, the
lesser of the “Borrowing Base” (as calculated pursuant to the Borrowing Base
Certificate, the form of this is attached hereto as Exhibit A) or the sum of
$45,000,000.00 (the “S02 Commitment”) plus the commitment under the Supplement
Z269S01F (the “S01 Commitment”).  Within the limits of the S02 Commitment,
but subject to the combined limit of the S02 Commitment and the S01 Commitment
and the limit of the Borrowing Base, the Company may borrow, repay and reborrow.


 


SECTION 2.                            Purpose.  The purpose of
the Commitment is to finance the Company’s general corporate purposes and fund
working capital requirements.


 


SECTION 3.                            Term.  The term of the Commitment shall be from
the date hereof, up to and including May 15, 2004, or such later date as
CoBank may, in its sole discretion, authorize in writing.


 


SECTION 4.                            Interest.  The Company agrees to pay interest on
the unpaid balance of the loans in accordance with one or more of the following
interest rate options, as selected by the Company:


 


(A)                               Base Rate Option.  At a rate per
annum at all times equal to the Base Rate. 
For the purposes hereof, Base Rate means that rate in effect from day to
day defined as the “prime rate” as published from time to time in the Eastern
Edition of The Wall Street Journal as the average prime lending rate for
seventy-five percent (75%) of the United States’ thirty (30) largest commercial
banks, or if The Wall Street Journal shall cease publication or cease
publishing the “prime rate” on a regular basis, such other regularly published
average prime rate applicable to such commercial banks as is acceptable to the
Lender in its reasonable discretion. 
Loans for which the Base Rate option is selected are referred to herein
as “Base Rate Loans”.  Base Rate Loans
shall be:  (a) in minimum amounts of
$5,000,000 and incremental multiples of $1,000,000; and (b) made available on
any Banking Day.


 


(B)                               Quoted Rate.  At a fixed rate per annum to be
quoted by CoBank in its sole discretion in each instance.  Under this option, rates may be fixed on
such balances and for such periods, as may be agreeable to CoBank in its sole
discretion in each instance, provided that: 
(1) the maximum fixed period shall be 1 day; and (2) the minimum amount
that may be fixed each time shall be $5,000,000.00.


 


(C)                               LIBOR Option.  At a fixed
rate equal to “LIBOR” (as hereinafter defined) plus 100 basis points per
annum.  Under this option:  (a) rates may be fixed for “Interest
Periods” (as hereinafter defined) of 1, 2, 
or 3 months, as selected by the Company; (b) the minimum amount that may
be fixed at any one time shall be $5,000,000.00; and (c) rates may only be
fixed on a “Banking Day” (as hereinafter defined) or, at the option of the
Company, on 3 Banking Days’ prior notice. 
For purposes hereof: (i) ”LIBOR” shall mean the rate (rounded
upward to the nearest sixteenth and adjusted for reserves required on
“Eurocurrency Liabilities” (as hereinafter defined) for banks subject to “FRB
Regulation D” (as hereinafter defined) or required by any other federal law or
regulation) quoted by the British Bankers Association (the “BBA”) at 11:00 a.m.
London time 2 Banking Days before the commencement of the


 

















 


Interest Period for the offering of
U.S. dollar deposits in the London interbank market for the Interest Period
designated by the Company, as published by Bloomberg or another major
information vendor listed on the BBA’s official website; (ii) “Banking Day”
shall mean a day on which CoBank is open for business, dealings in U.S. dollar
deposits are being carried out in the London interbank market, and banks are
open for business in New York City and London, England; (iii) “Interest Period”
shall mean a period commencing on the day the Company elects to fix a rate
under this option and ending on the numerically corresponding day in the next
calendar month or the month that is 1, 2, or 3 months thereafter, as the case
may be; provided, however, that:  (x) in
the event such ending day is not a Banking Day, such period shall be extended
to the next Banking Day unless such next Banking Day falls in the next calendar
month, in which case it shall end on the preceding Banking Day; and (y) if
there is no numerically corresponding day in the month, then such period shall
end on the last Banking Day in the relevant month; (iv) “Eurocurrency
Liabilities” shall have meaning as set forth in FRB Regulation D; and (v) “FRB
Regulation D” shall mean Regulation D as promulgated by the Board of Governors
of the Federal Reserve System, 12 CFR Part 204, as amended.


 


(1)                                  Notwithstanding
anything herein to the contrary, if, on or prior to the determination of the
LIBOR rate for any LIBOR Interest Period, CoBank determines (which
determination shall be conclusive) that quotations of interest rates in
accordance with the definition of LIBOR rate are not being provided in the
relevant amounts or for the relevant maturities for purposes of determining
rates of interest for LIBOR rate advances as provided in this Supplement, then
CoBank shall give the Company prompt notice thereof, and so long as such
condition remains in effect, CoBank shall be under no obligation to make LIBOR
rate loans, convert Base Rate loans into LIBOR rate loans, or continue LIBOR
rate loans, and the Company shall, on the last day(s) of the then current
applicable LIBOR Interest Period(s) for the outstanding LIBOR rate loans,
either prepay such LIBOR rate loans or such LIBOR rate loans shall
automatically be converted into a Base Rate loan in accordance with this
Section 4


 


(2)                                  If
any law, treaty, rule, regulation or determination of a court or governmental
authority or any change therein or in the interpretation or application thereof
subsequent to the date hereof (each, a “Change in Law”) shall make it unlawful
for CoBank to (a) advance any LIBOR rate loan or (b) maintain all or any
portion of a LIBOR rate loan, then CoBank shall promptly notify the Company
thereof.  In the former event, any
obligation of CoBank to make available any future LIBOR rate loan shall immediately
be canceled (and, in lieu thereof shall be made as a Base Rate loan or Quoted
Rate loan at the option of the Company), and in the latter event, any such
unlawful LIBOR rate loan or portions thereof then outstanding shall be
converted, at the option of the Company, to either a Base Rate loan or a Quoted
Rate loan; provided, however, that if any such Change in Law shall permit the
LIBOR rate to remain in effect until the expiration of the LIBOR rate period
applicable to any such unlawful LIBOR rate loan, then such LIBOR rate loan
shall continue in effect until the expiration of such LIBOR rate period.  Upon the occurrence of any of the foregoing
events on account of any Change in Law, the Company shall pay to CoBank
immediately upon demand such amounts as may be necessary to compensate CoBank
for any fees, charges, or other costs incurred or payable by CoBank as a result
thereof and which are attributable to any LIBOR rate loans made available to
the Company hereunder.


 


(3)                                  If
CoBank shall determine that, after the date hereof, the adoption of any
applicable Law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or


 


2

















 


directive
regarding capital adequacy (whether or not having the force of law) of any such
governmental authority, central bank or comparable agency, has or would have
the effect of reducing the rate of return on capital of CoBank as a consequence
of CoBank’s obligations hereunder to a level below that which CoBank could have
achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy existing on the
date of this Supplement) by an amount deemed by CoBank to be material, then
from time to time, within fifteen (15) days after demand by CoBank, the Company
shall pay to CoBank such additional amount or amounts as will compensate CoBank
for such reduction.  CoBank agrees to
take reasonable steps to reduce the amount of such increase, provided, however,
that CoBank shall not be required to take any such step, if in CoBank’s sole
opinion, CoBank would suffer an economic loss or any negative legal or
regulatory consequences as a result thereof. 
If CoBank is to require the Company to make payments under this
Section then CoBank must make a demand on the Company to make such payment
within ninety (90) days of the later of (1) the date on which such capital
costs are actually incurred by CoBank, or (2) the date on which CoBank knows,
or should have known, that such capital costs have been incurred by CoBank.


 


The Company shall select
the applicable rate option at the time it requests a loan hereunder and may,
subject to the limitations set forth above, elect to convert balances bearing
interest at the variable rate option to one of the fixed rate options.  Upon the expiration of any fixed rate
period, interest shall automatically accrue at the variable rate unless the
amount fixed is repaid or fixed for an additional period.  Notwithstanding the foregoing, rates may not
be fixed for periods expiring after the maturity date of the loans.  All elections provided for herein shall be
made telephonically or in writing and must be received by 12:00 Noon Company’s
local time; in the case of LIBOR rate loans, all such elections must be made in
writing.  Interest shall be calculated
on the actual number of days each loan is outstanding on the basis of a year
consisting of 360 days and shall be payable monthly in arrears by the 20th
day of the following month or such other day that CoBank shall require in a
written notice to the Company, and at maturity; provided, however, in the event
the Company elects to fix all or a portion of the indebtedness outstanding
under the LIBOR interest rate option above, interest shall be payable at the
maturity of the interest period and if the LIBOR interest rate fix is for a
period longer than 3 months, interest on that portion of the indebtedness
outstanding shall be payable quarterly in arrears on each anniversary of the
date the LIBOR interest rate fix was made and at maturity.


 


SECTION 5.                            Promissory
Note. The Company promises to repay the unpaid principal balance of the
loans on the first CoBank business day following the last day of the term of
the Commitment.  In addition to the
above, the Company promises to pay interest on the unpaid principal balance of
the loans at the times and in accordance with the provisions set forth in
Section 4 hereof.


 


SECTION 6.                            Borrowing
Base Certificate, Etc.  The Company
agrees to furnish a Borrowing Base Certificate to CoBank at such times or
intervals as CoBank may from time to time request.  Until receipt of such a request, the Company agrees to furnish a
Borrowing Base Certificate to CoBank as soon as available after the end of each
quarter, but in no event more than 5 days after the Company’s quarterly filing
with the Securities Exchange Commission, calculating the Borrowing Base as of
the last day of the quarter for which the Certificate is being furnished.  However, if no balance is outstanding
hereunder on the last day of such period, no Report need be furnished.  Regardless of the frequency of the
reporting, if


 


3

















 


at any time the amount
outstanding under the Commitment exceeds the Borrowing Base, the Company shall
immediately notify CoBank and repay so much of the loans as is necessary to
reduce the amount outstanding under the Commitment to the limits of the
Borrowing Base.


 


SECTION 7.                            Commitment
Fee.  In consideration of the
Commitment, the Company agrees to pay to CoBank a commitment fee on the average
daily unused portion of the Commitment at the rate of 20 basis points per annum
(calculated on a 360 day basis), payable quarterly in arrears by the 20th
day following each calendar quarter. 
Such fee shall be payable for each calendar quarter (or portion thereof)
occurring during the original or any extended term of the Commitment.  For purposes of calculating the commitment
fee only, the “Commitment” shall mean the dollar amount specified in
Section 1 hereof, irrespective of the Borrowing Base.


 


SECTION 9.  Facility Fee.  In
consideration of the Commitment, the Company agrees to pay to CoBank on
the execution hereof, a fee in the amount of $33,750.00.


 


 


IN WITNESS WHEREOF,
the parties have caused this Supplement to be executed by their duly authorized
officers as of the date shown above.


 


	
  CoBANK, ACB

  	
  AMERICAN CRYSTAL SUGAR COMPANY

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael Tousignant

  	
   

  	
  By:

  	
  /s/ Sam Wai

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Treasurer

  	
   

  



 


4

















 


EXHIBIT “A”


 


[Form
of Borrowing Base]

American Crystal Sugar Company


Monthly Borrowing Base


For the month ended
                        


 


	
  Trade Accounts Receivables

  	
   

  	
  $

  	
  @ 80%

  	
  $

  	
   

  



(a)

Trade Accounts Receivables are defined as those of the Company and all
Subsidiaries which:  (1) arise from the
sale and delivery of inventory on ordinary trade terms; (2) are evidenced by an
invoice; (3) are net of any credit, trade or other allowance given to the
account debtor; (4) are not owing by an account debtor who has become insolvent
or is the subject of any bankruptcy, reorganization, liquidation or like
proceeding; (5) are not subject to any offset or deduction; (6) are not owing
by an affiliate of Company; (7) are not owing by an obligor located outside of
the U.S. unless the receivable is supported by a letter of credit issued by a
bank acceptable to the CoBank; and (8) are not government receivables.  The above provisions notwithstanding, Trade
Receivables shall also exclude (i) any accounts that are past due more than 90
days, and (ii) any contra account regardless of the date;


 


	
  Inventory

  	
   

  	
  $

  	
   (b)

  	
   

  	
   

  



 


Inventory as determined
on the basis of Net Realizable Value, defined as the expected selling price of
an inventory item less expected costs to complete and dispose, as determined in
accordance with GAAP.


 


	
  Crop Payments due Non-members and members

  	
   

  	
  $

  	
  (c)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Inventory Value (b-c)

  	
   

  	
  $

  	
  @ 75%

  	
  $

  	
   

  
	
  (d)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Borrowing Base (a+d)

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commercial Paper

  	
   

  	
   

  	
   

  	
  $

  	
  (e)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seasonal Loan – Z269S01F

  	
   

  	
   

  	
   

  	
   

  	
  (f)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seasonal Loan – Z269S02

  	
   

  	
   

  	
   

  	
   

  	
  (g)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commodity Credit Corp. loans

  	
   

  	
   

  	
   

  	
   

  	
  (h)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Short-term Loans (e+f+g+h)

  	
   

  	
  $