THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 9.20 AND 9.21; PROVIDED, HOWEVER, IN
THE EVENT SUCH CONFLICT IS DETERMINED TO EXIST, THEN TO THE EXTENT OF SUCH
CONFLICT THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL GOVERN
AND BE CONTROLLING.
SECTION 9.23
RELEASE.
THE BORROWER, BY ITS SIGNATURE TO THIS AGREEMENT,
HEREBY ABSOLUTELY AND UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND ANY AND ALL PARTICIPANTS, PARENT
CORPORATIONS, SUBSIDIARY CORPORATIONS, AFFILIATED CORPORATIONS, INSURERS,
INDEMNITORS, SUCCESSORS AND ASSIGNS THEREOF, TOGETHER WITH ALL OF THE PRESENT
AND FORMER DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES OF ANY OF THE FOREGOING,
FROM ANY AND ALL CLAIMS, DEMANDS OR CAUSES OF ACTION OF ANY KIND, NATURE OR
DESCRIPTION, WHETHER ARISING IN LAW OR EQUITY OR UPON CONTRACT OR TORT OR UNDER
ANY STATE OR FEDERAL LAW OR OTHERWISE, WHICH THE BORROWER HAS HAD, NOW HAS OR
HAS MADE CLAIM TO HAVE AGAINST ANY SUCH PERSON FOR OR BY REASON OF ANY ACT,
OMISSION, MATTER, CAUSE OR THING WHATSOEVER OCCURRING OR ARISING PRIOR TO THE
DATE OF THIS AGREEMENT, WHETHER SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION ARE
MATURED OR UNMATURED OR KNOWN OR UNKNOWN.
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SECTION 9.24
PRIOR AGREEMENTS.
UPON SATISFACTION OF THE CONDITIONS
PRECEDENT SET FORTH IN SECTION 3.1 HEREOF, THE PRIOR CREDIT AGREEMENT SHALL BE
AND HEREBY IS AMENDED, SUPERSEDED AND RESTATED IN ITS ENTIRETY BY THE TERMS AND
PROVISIONS OF THIS AGREEMENT.
THIS AGREEMENT SHALL NOT CONSTITUTE A NOVATION OF
THE PRIOR CREDIT AGREEMENT OR THE INDEBTEDNESS CREATED THEREUNDER.
THE BORROWER
SHALL HAVE THE OBLIGATION TO PAY ANY FEES AND INTEREST UNDER THE PRIOR CREDIT
AGREEMENT ACCRUING THROUGH THE EFFECTIVE DATE OF THIS AGREEMENT.
Signature Pages Follow
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
AMERICAN CRYSTAL SUGAR COMPANY, as Borrower
By:
/s/ Samuel S.M. Wai
Name:
Samuel S.M. Wai
Title:
Treasurer
Signature Page to Amended and Restated Credit Agreement
COBANK, ACB,
as Administrative Agent, Lead Arranger, Lender and Letter of Credit Issuer
By:
/s/ Michael Tousignant
Name:
Michael Tousignant
Title:
Vice President
Signature Page to Amended and Restated Credit Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender
By:
/s/ Edward L. Cooper III
Name:
Edward L. Cooper III
Title:
Senior Vice President
Signature Page to Amended and Restated Credit Agreement
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lender
By:
/s/ Victor Pierzchalski
Name:
Victor Pierzchalski
Title:
Authorized Signatory
Signature Page to Amended and Restated Credit Agreement
EXHIBITS AND SCHEDULES
Exhibit A
Commitments and Addresses
Exhibit B
Borrowing Base Certificate
Exhibit C
Pricing Grid
Exhibit D
Revolving Credit Facility Note
Exhibit E
Revolving Term Loan T01 Note
Exhibit F
Revolving Term Loan T06 Note
Exhibit G
Revolving Letter of Credit Note
Exhibit H
Borrowing Request
Exhibit I
Notice of Conversion to LIBO Rate
Exhibit J
Notice of Conversion to Quoted Rate
Exhibit K
Notice