Exhibit
10.24


 


FIVE YEAR AGREEMENT


BETWEEN


 


	
  (Shareholder)

  
	
  Growing Unit:     

  	
  and

  	
  Shareholder:               

  
	
  AMERICAN CRYSTAL SUGAR COMPANY

  
	
  (Company)

  



 


1.               PLANTING
AND DELIVERY OBLIGATIONS.  Shareholder agrees during the Initial Term and
any Renewal Term hereof to prepare land, plant, replant, cultivate, harvest and
deliver, the number of acres of sugarbeets equal to the number of Preferred
Shares of Company then owned by Shareholder, subject to the provisions of
Sections 2 and 3 of this Agreement. Shareholder agrees to replant any
sugarbeets that are lost due to flooding, weather conditions or any other
cause, provided that such replanting can be reasonably accomplished on or
before June 10 of the then current crop year. Land to be used for sugarbeet production,
cultural and harvest practice requirements, and other matters shall be
specified by annual contract to be entered into between Company and Shareholder
as a supplement to this Agreement (the “Annual Contract”). Company shall not be
obligated to purchase sugarbeets, and Shareholder agrees to destroy prior to
August 15, or such other date specified by the Company and communicated to
Shareholder, sugarbeets from all acres planted in excess of that contracted
pursuant to this Agreement. Company hereby reserves the right to disapprove of
any field proposed to be used by a shareholder to grow sugarbeets if in the
judgment of Company the field is not appropriate for sugarbeets due to disease,
soil type, drainage conditions, or other factors. Shareholder agrees to abide
by any policies that may be established from time to time by Company related to
rotation, destruction of damaged or diseased sugarbeets, and/or other agronomic
and operational matters.


 


2.               TOLERANCES.  The total number of acres of sugarbeets to be
planted by Shareholder shall be subject to overplant and underplant tolerances
as established from time to time by Company pursuant to this Agreement. Shareholder
hereby acknowledges and agrees that said tolerances may be established and/or
modified from time to time by Company as determined to be appropriate to
respond to planting, crop conditions, and/or government imposed marketing
allocations. The initial tolerance and any modification thereof shall be
effective upon communication of the same to Shareholder by Company, and the
Annual Contract shall be deemed amended to the extent of the modified
tolerance.


 


3.               PRORATION.  Company hereby reserves the right to prorate
delivery rights with regard to any crop to be delivered hereunder. Any such
proration shall be made by Company after a determination by the Board of
Directors that Company may not be able to economically process the entire crop
for any reason, including, but not limited, to government imposed marketing
allocations or a larger than anticipated crop yield. A proration may be
accomplished on the basis of a percentage of stock acres, planted acres or any
other means determined by the Board of Directors to be fair and equitable. Any
proration shall be communicated to, and applied against, all shareholders of
Company on a uniform and equitable basis as determined by the Board of
Directors. The Annual Contract shall be deemed modified to the extent of any
such proration.


 


4.               PREVENTED
PLANTING.  Shareholder shall be unconditionally obligated
to plant the sugarbeet crop unless such planting is prevented as a result of
acts of God or other causes beyond the reasonable control of Shareholder, as
provided in Section 15 of this Agreement. If, after making all reasonable
efforts, Shareholder has been prevented from planting the sugarbeet crop on or
before June 1 of the applicable crop year, or such later date as may be
established from time to time under federal crop insurance policies to enable a
sugarbeet grower to receive prevented planting coverage at an unreduced level,
(the “Prevented Planting Date”), Shareholder shall be relieved of its
obligation to plant such sugarbeet crop. Shareholder may elect to plant the
sugarbeet crop at any time after the Prevented Planting Date. A determination
as to whether Shareholder is prevented from planting shall be mutually
determined by Shareholder and a representative of Company based on Shareholder’s
planting conditions for the period leading up to and including the Prevented
Planting Date.


 


5.               TERM.  The initial term of this Agreement shall be
for the crops to be planted in 2008, 2009, 2010, 2011 and 2012 (the “Initial
Term”). This Agreement shall automatically renew for successive five (5) crop
year terms (“Renewal Terms”) unless one party provides written notice to the
other party on or before August 31 of the final crop year of the then current
Initial or Renewal Term, of such party’s intent to terminate this Agreement. The
provisions of this Agreement that are applicable to the final crop year of the
then current Initial or Renewal Term shall remain in effect following notice of
termination until performance has been completed by both parties with respect
to such final crop year.


 


6.               PAYMENT
FOR SUGARBEETS.  Payment for sugarbeets delivered each crop
year shall be made as set forth in this Section 6 (using the definitions set
forth in Section 18).


 


(a)          The Gross Beet Payment for sugarbeets delivered shall be the “per
hundredweight value of recovered sugar” multiplied by the number of
hundredweight of “recovered sugar” contained in the sugarbeets delivered by
Shareholder. Shareholder’s share of “agri-products revenue” will be added while
Shareholder’s share of “operating costs” will be subtracted, both allocated on
a per “net ton of sugarbeets delivered” basis. Company reserves the right to
establish a marketing allocation adjustment program to provide for equitable
treatment among shareholders from year to year as a result of limitations on
production due to government imposed marketing allocations. The costs and/or
adjustments associated with this program will be used to determine the Gross
Beet Payment in a manner consistent with the program, as approved by the Board
of Directors.


 


(b)         The following allowances, costs and deductions, if applicable, will be
used in adjusting Shareholder’s Gross Beet Payment to Shareholder’s Net Beet
Payment:


 


	
  (i)

  	
   

  	
  Hauling Allowance Program: Company reserves the right to establish a hauling allowance program
  and in connection therewith to allocate the cost of the hauling allowance program
  among shareholders of Company in a manner consistent with the program as
  approved from time to time by the Board of Directors.

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  Pre-Pile Quality Premium Program: Company reserves the right to establish a
  pre-pile quality premium program as partial compensation to shareholders for
  the delivery of sugarbeets prior to the commencement of the piling campaign.
  The cost of this program will be shared equally each crop year on a per “net
  ton of sugarbeets delivered” basis by all shareholders who have delivered
  sugarbeets to Company.

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  Minimum Payment Allowance Program: Company reserves the right to establish a
  minimum payment allowance program. The cost of this program will be
  shared equally each crop year on a per “net ton of sugarbeets delivered”
  basis by all shareholders who have delivered sugarbeets to Company.

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  Tare Incentive Program: Company reserves the right to establish a tare incentive program to
  encourage growers to reduce tare. The cost of this program will be allocated
  among shareholders of Company in a manner consistent with the program, as
  approved by the Board of Directors.

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  Unit Retain:
  A unit retain may be declared by the Board of Directors and the amount of
  such unit retain shall be deducted from the final payment to be made for
  sugarbeets, and Company may deduct the estimated unit retain from the
  periodic payments to be made pursuant to Section 7  of
  this Agreement. Company reserves the right to determine the tax treatment of
  any unit retain at a date subsequent to the date that the amount of the unit
  retain is declared by the Board of Directors.

  



 


(c)          Company reserves the right to establish a program to encourage timely
harvest by shareholders. The charges associated with this program will be
allocated among shareholders in a manner consistent with the program, as
approved by the Board of Directors, and will be reflected as an adjustment to
one or more of the payments to be made to Shareholder under this Agreement.


 


(d)         Company reserves the right to establish a freight charge program to
recover certain charges associated with the transportation of sugar beets. The
freight adjustment shall be charged to shareholders of Company in a manner
consistent with the program as approved from time to time by the Board of
Directors and, will be reflected as an adjustment to one or more of the
payments to be made to Shareholder under this Agreement.


 


(e)          Company reserves the right to establish a program to encourage
shareholders to comply with pre-pile delivery policies. The charges associated
with this program will be allocated among shareholders in a manner consistent
with the program, as approved by the Board of Directors, and will be reflected
as an adjustment to one or more of the payments to be made to Shareholder under
this Agreement.


 


7.               PAYMENT
SCHEDULE.
Payment for sugarbeets
delivered shall be made as follows:


 


(a)          An initial payment shall be made on or about November 15. Such payment
shall be sixty-five percent (65%) of Company’s then current estimate of Shareholder’s
Net Beet Payment for that crop year.


 


(b)         A second payment will be made on or about March 31. Such payment shall
be an amount which will bring that payment plus the November payment to ninety
percent (90%) of Company’s then current estimate of Shareholder’s Net Beet
Payment for that crop year.


 


(c)          The final payment, including any portion thereof designated as a
patronage dividend, which together with the prior payments shall equal one
hundred percent (100%) of the Net Beet Payment, shall be made no later than 15
days after the approval of the Company’s audited financial statements for the
fiscal year during which the crop was processed.


 


Shareholder may from time to time request that Company deduct certain
amounts from the payments to be made hereunder to satisfy payment obligations
to third parties. Company, at its sole discretion, reserves the right to
approve the form and content of such requests. To the extent Company elects to
honor such request(s), Shareholder shall indemnify and hold the Company
harmless from all losses, costs, and damages (including attorneys’ fees and
costs) incurred by Company as a result of payments to a third party.


 


THE UNDERSIGNED REPRESENTS THAT HE/SHE IS AN AUTHORIZED REPRESENTATIVE
OF SHAREHOLDER AND THAT HE/SHE HAS THE AUTHORITY TO BIND SHAREHOLDER TO THE
TERMS OF THIS AGREEMENT.


 


	
  Dated this        day of                                       ,
         

  	
   

  
	
  AMERICAN CRYSTAL SUGAR COMPANY

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  
						



 

















 


Shareholder hereby
acknowledges and agrees that Company may issue patronage distributions and/or
unit retains pursuant to the provisions of the Company’s Bylaws, which
patronage distributions and unit retains may be qualified or nonqualified
pursuant to 26 U.S.C. 1388 (Internal Revenue Code) for regular and/or
alternative minimum tax purposes. Shareholder hereby agrees that the amount of
any qualified patronage distribution and/or unit retain will be taken into
account by Shareholder at its stated dollar amount in the manner provided in 26
U.S.C. 1385 for regular and alternative minimum tax purposes, and will be
reported on Shareholder’s income tax return for the taxable year in which the
qualified written notice of such distribution or unit retain is received, all
as more particularly described in the Company’s Bylaws.


 


8.               BREACH
AND REMEDIES.  Shareholder agrees to abide by the Articles of
Incorporation and the Bylaws of Company, to comply with all applicable federal,
state and local laws, ordinances, regulations and rulings, as well as Company’s
operational and agricultural regulations and policies (collectively referred to
herein as “Applicable Law and Policy”). Shareholder acknowledges and agrees
that Shareholder is required, pursuant to this Agreement, the Annual Contract,
and the Bylaws of Company, to grow and deliver the sugarbeet crop to Company in
each year at the times specified by Company. Any one or more of the following
shall constitute a breach of this Agreement by Shareholder: (i) the failure of
Shareholder to plant, grow and deliver said crop to Company; (ii) the failure
of Shareholder to comply with Applicable Law and Policy, (iii) the failure of
Shareholder to comply with any provision of this Agreement, or (iv) the breach
by Shareholder of any other agreement with Company. Upon a breach of this
Agreement, the Shareholder may be subject to one or more of the following
remedies as determined by Company:


 


(a)          Expulsion as a member of Company;


 


(b)         Forfeiture of Shareholder’s Common Stock in Company and qualification to
be a preferred shareholder of Company;


 


(c)          Termination of this Agreement and the right to deliver sugarbeets to
Company for processing;


 


(d)         Payment of liquidated damages to Company, which liquidated damages are
hereby declared and stated to be an amount equal to Shareholder’s share of
Company fixed costs for processing of the crop; and


 


(e)          Any other legal or equitable remedy that may be available to Company
under applicable law or as otherwise mutually agreed upon by Shareholder and
Company.


 


9.               SOIL
TESTS.  Shareholder agrees to undertake and conduct
soil testing on an annual basis on all land Shareholder utilizes for growing of
sugarbeets pursuant to this Agreement. Shareholder further agrees to report and
make available the results of said soil tests to the agricultural department of
Company, together with information as to the amounts and kinds of fertilizer
applied to the soil tested.


 


10.         AGRICULTURE PRACTICES.  Shareholder
agrees to plant only those seed varieties that have been approved by Company
for the then current crop year. Shareholder agrees that it shall use no
pesticide, chemical or other substances in a manner inconsistent with product
labels; or that could result in any residue in or on sugarbeets grown for
Company under this Agreement, or in any sugar or by-products produced from such
sugarbeets, beyond the limits permitted by law or governmental regulations. Shareholder
acknowledges and agrees that Company shall have the right to reject and refuse
delivery of any sugarbeets to which have been applied, or which have been grown
on ground to which has been applied, any unauthorized, non-registered,
non-approved or prohibited pesticide, chemical or other substance. Shareholder
further acknowledges and agrees that Company’s right to reject or refuse
delivery of any of said sugarbeets may be invoked by Company at its sole
option, regardless of whether or not use of, or application of, an
unauthorized, non-registered, non-approved, or prohibited pesticide, chemical
or other substance results in, or may result in, a residue in or on the
sugarbeets grown, or sugar or by-products produced from such sugarbeets. Shareholder
hereby grants Company (and its employees and agents) the right to enter the
land upon which sugarbeets are being grown for the purpose of inspecting and
taking samples of such sugarbeets to verify compliance with the terms of this
Agreement.


 


11.         INDEMNIFICATION.  Shareholder agrees to hold harmless and
indemnify Company and all shareholders of Company from any and all losses,
costs, or damages (including attorneys’ fees and costs) Company or its
shareholders may incur as a result of Shareholder (i) delivering sugarbeets to
Company grown from non-approved seed varieties, or to which have been applied,
or which have been grown on ground upon or to which any unauthorized,
non-registered, non-approved or prohibited pesticide, chemical or other
substance has been applied; or (ii) breaching any provision of this Agreement.


 


12.         DELIVERY OF SUGARBEETS.  Delivery
of sugarbeets shall be made by Shareholder at such times, in such quantities,
and to such receiving stations as may be designated by Company.


 


(a)          Title and all risk of loss to said sugarbeets shall be and remain with
Shareholder until such time as Shareholder completes delivery to Company at the
designated receiving station, at which time title and risk of loss shall pass
to Company. The sugarbeets shall be protected from sun and frost between the
time of harvest and the time of delivery, including sugarbeets that are loaded
on truck. Company has the option of rejecting any diseased, frozen or damaged
sugarbeets, sugarbeets having less than 12% sugar or less than 80% purity,
sugarbeets that, in Company’s opinion, are not suitable for storage or for the
manufacture of sugar, sugarbeets as to which, in Company’s opinion, the terms
and conditions of this Agreement have not been properly complied with, or for
any other bona fide reason.


 


(b)         All sugarbeets delivered shall be properly defoliated and free from
excess dirt, stones, trash and other foreign substances of any kind which might
interfere with handling and processing at Company’s factories. All sugarbeets
shall be subject to a deduction for tare. Tare determination, sugar percentage,
and sugar loss to molasses shall be determined at quality laboratories operated
by Company.


 


(c)          Notwithstanding anything to the contrary herein, the representations and
warranties made by Shareholder relative to the sugarbeets shall continue
following the delivery of the sugarbeets and the resulting transfer of the risk
of loss to Company.


 


	
  13.

  	
   

  	
  SHAREHOLDER INDEBTEDNESS TO COMPANY.  It is agreed that liquidated damages arising
  under Section 8 of this Agreement, the amount charged for all sugarbeet seed
  purchased from Company by Shareholder together with any related technology
  fees, and any and all other indebtedness to Company by Shareholder, whether
  due or not, shall constitute a debt which Company shall have the right to
  collect as it would any other contractual obligation. Any such amount or
  indebtedness that is due and payable or that hereafter may become due and
  payable to Company from Shareholder shall become and remain a first priority
  lien on the crop of sugarbeets to be grown and may, if not previously paid by
  Shareholder, be deducted by Company from any payments from Company to
  Shareholder that shall become due under this Agreement or any subsequent
  agreement between Company and Shareholder. Shareholder agrees to repay
  Company, at the time of Shareholder’s initial beet payment for each crop
  year, all such amounts or indebtedness, together with interest at a rate to
  Shareholder as may be set by Company, but not to exceed the highest rate
  allowed by law. Shareholder hereby grants Company a security interest in any
  beet payments to be made to, or unit retains held in the name of Shareholder,
  for purposes of securing payment of such indebtedness. Notwithstanding any
  other remedy which may be available, Company shall have the right,
  exercisable at its sole option, to offset any indebtedness to Company against
  the beet payments to be made to Shareholder hereunder and/or unit retains
  held in the name of Shareholder. Company may terminate this Agreement upon
  ten (10) days written notice in the event Shareholder is, as of April 1 of
  any crop year during the term hereof, in default on any payment obligation
  owed to Company

  



 


14.         NO LIABILITY.  In no event shall Company be liable to
Shareholder for partial or complete failure of crop or for any injury or damage
to sugarbeets prior to the time of delivery to Company.


 


15.         FORCE MAJEURE.  Fire, strikes, accidents, acts of God and the
public enemy, or other causes beyond the reasonable control of the parties
which prevent Shareholder from the performance of this Agreement, or Company
from utilizing the sugarbeets contracted for in the manufacture of sugar, shall
excuse the respective parties from the performance of this Agreement.


 


16.         BINDING EFFECT.  Subject to the limitations set forth in the
Articles of Incorporation and Bylaws of Company, this Agreement shall be
binding upon Shareholder, its heirs, legal representatives, successors and
permitted assigns; and upon Company, its successors and assigns. This Agreement
shall not be transferred or assigned by Shareholder without written consent of
Company. No agent of Company has any authority to change, waive, or modify any
of the terms or provisions of this Agreement.


 


17.         AMENDMENT.  Company reserves the right to amend any
provisions of this Agreement as follows:


 


(a)          This Agreement may be amended by a resolution approved by the Board of
Directors to the extent that such amendment does not have material adverse
effect on the shareholders of Company, taken as a whole. Such amendment shall
be effective upon written notice to Shareholder.


 


(b)         This Agreement may be amended by a resolution approved at any regular or
special meeting of shareholders of Company at which a quorum is registered as
being present or represented by mail vote, by a majority of shareholders so
present or represented by mail vote, where the notice of such meeting contains
a statement of the proposed amendment.


 


18.         DEFINITIONS.  The following definitions shall apply with
respect to terms used herein:


 


(a)          The “per hundredweight value of recovered sugar” shall be the “net
selling price per hundredweight of sugar”, as hereinafter defined, recovered
from that year’s crop, adjusted for the difference between the opening
inventory book value and its actual net selling price, and adjusted by valuing
the closing inventory at its estimated net realizable value.


 


(b)         “Recovered sugar” contained in the sugarbeets delivered by Shareholder
shall be determined by Company deducting 
from gross sugar (i) sugar loss to molasses on a fresh beet basis as
determined by Company, and (ii) Shareholder’s share of other sugar losses
incurred in the storage and processing of the sugarbeets, allocated on a per “net
ton of sugarbeets delivered” basis, and increased by (iii) Shareholder’s share
of additional sugar recovered through the molasses desugarization process on a
per “net ton of sugarbeets delivered” basis.


 


(c)          The “net selling price per hundredweight of sugar” sold shall be
determined by deducting from the gross sales price all such charges and
expenditures as are regularly and customarily deducted from such gross sales
price of sugar in accordance with Company’s system of accounting used to
determine the “net selling price of sugar” sold.


 


(d)         “Agri-products revenue” shall be determined by using the net selling
price of pulp, molasses, and any other by-product produced by Company, of that
crop year, as determined in accordance with Company’s system of accounting.


 


(e)          Operating costs shall be determined in accordance with Company’s system
of accounting, and shall include all costs and expenses not otherwise accounted
for with respect to business done with members, and shall be net of results
from beet seed and other miscellaneous member business.


 


(f)            “Net ton of sugarbeets delivered” shall mean a
gross ton of sugarbeets delivered, less the tare weight of dirt, rocks, weeds,
and other foreign materials, as determined by Company.


 


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