REVOLVING TERM LOANSUPPLEMENT

Exhibit 10.24

Loan No. Z269T01F

REVOLVING TERM LOAN SUPPLEMENT

THIS SUPPLEMENT to the Amended and Restated Master Loan Agreement dated July 21, 2003 (the “MLA”), is entered into as of July 11, 2005, between CoBANK, ACB (“CoBank”) and AMERICAN CRYSTAL SUGAR COMPANY, Moorhead, Minnesota (the “Company”), and amends and restates the Supplement dated August 13, 2004 and numbered Z269T01E.

SECTION 1.         The Revolving Term Loan Commitment.  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 $58,276,702.22 at any one time outstanding (the “Commitment”). Within the limits of the Commitment, the Company may borrow, repay and reborrow.

SECTION 2.         Purpose.  The purpose of the Commitment is to finance the operating needs of the Company.

SECTION 3.         Term.  The term of the Commitment shall be from the date hereof, up to and including August 1, 2006, or such later date as CoBank may, in its sole discretion, authorise 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)          CoBank Base Rate.  At a rate per annum equal at all times to the rate of interest established by CoBank from time to time as its CoBank Base Rate, which Rate is intended by CoBank to be a reference rate and not its lowest rate. The CoBank Base Rate will change on the date established by CoBank: as the effective date of any change therein and CoBank agrees to notify the Company of any such change.

(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 $2,000,000.00.

(C)          LIBOR Option.  At a fixed rate equal to “LIBOR.” (as hereinafter defined) plus 90 basis points per annum (the “LIBOR” Spread).  Under this option: (a) rates may be fixed for “Interest Periods” (as hereinafter defined) of 1, 2, 3, or 6 months, or 1 year, as selected by the Company; (b) the minimum amount that may be fixed at any one time shall be $2,000,000.00; 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 two 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; (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;

and (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 2, 3, or 6 months or 1 year 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; 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.

(D)          Treasury Option.  At a fixed rate equal to Applicable Treasury Margin per annum (as described in terms of basis points (“bps”) in the chart immediately set forth below) above the “U.S. Treasury Rate” (as hereinafter defined). Under this option, balances of $2,000,000.00 or more may be fixed on or before for periods ranging from two years to the final maturity date of the loan, as selected by the Company. However, rates may not be fixed in such a manner as to require the Company to have to repay any fixed rate balance prior to the last day of its fixed rate period in order to pay any installment of principal. For purposes hereof, the “U.S. Treasury Rate” shall mean the yield to maturity on U.S. Treasury instruments having the same maturity date as the last day of the fixed rate period selected by the Company, as calculated from the bid price indicated by Telerate (page 5) at the time the rate is fixed. If, however, no instrument is indicated for the maturity selected, then the rate shall be interpolated based on the bid prices quoted for the next longest and shortest maturities so indicated. In the event Telerate ceases to provide such quotations or materially changes the form or substance of page 5 (as determined by CoBank), then CoBank will notify the Company and the parties hereto will agree upon a substitute basis for obtaining such quotations

TREASURY MARGINS

The spread over all of the above indices, including the Floor (Minimum) Rate, may increase or decrease for future fixed amounts based on the Company’s previous fiscal quarter’s leverage ratio, as follows;

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Leverage Ratio:  The Company will maintain a leverage ratio of not more than 1.50:1.0. Leverage ratio is long term debt (excluding current maturities) calculated in accordance with GAAP plus or minus the difference between actual working capital and Minimum Net Working Capital (as defined in the MLA No. Z269, Section 10, as it may be amended), divided by total members’ investments plus the estimated unit retains.

Changes to the Applicable LIBOR or Treasury Margin shall be made quarterly on the latter of either: (a) five business days after the Bank’s receipt of the Company’s certification of compliance with the leverage ratio, or (b) 30 days after the end of each calendar quarter. If the Company fails to timely furnish to CoBank the compliance certificate as required to be delivered pursuant to the MLA, then the change to the Applicable LIBOR and Treasury Margin shall be an increase of the highest permitted under the above chart.

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 option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the foregoing, unless CoBank otherwise consents in its sole discretion in each instance, rates may not be fixed for periods expiring after the maturity date of the loans. In the event CoBank so consents and the Commitment is not renewed, then each balance so fixed shall be due and payable on the last day of its fixed rate period, and the promissory note set forth below shall be deemed amended accordingly. All elections provided for herein shall be made telephonically or in writing and must be received by 12:00 noon Company’s local time. 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 quarterly in arrears by the 20th day of the following month,

SECTION 5.          Promissory Note.  The Company promises to repay the bans that are outstanding in 4 equal, consecutive annual principal payments of $9,396,579.17, with the first such payment due on or before December 31, 2006, and a final principal payment due in an amount equal to the remaining unpaid principal balance on or before December 31, 2010. If any installment due date is not a day on which CoBank is open for business, then such payment shall be made on the next day on

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which CoBank is open for business. In addition to the above, the Company promises to pay interest on the unpaid principal balance hereof at the times and in accordance with the provisions set forth in Section 4 hereof. This note replaces and supersedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Supplement being amended and restated hereby.

The Company shall be permitted to make special payments, in a minimum amount of $388,500,00, on the variable rate portion of this loan, when all short term financing, including the Company’s seasonal loans, Commodity Credit Corporation loans and other short term loans have been zeroed out. These special payments may be readvanced through the expiration date of the Commitment. Reinstatement may be denied and canceled at any time at the option of CoBank. The reinstatable commitments arising from such special payments shall be subject to the Commitment Fee as described in Section 8 below.

SECTION 6.         Prepayment.   Subject to Section 13 of the MLA, the loans may be prepaid in whole or in part on one CoBank business day’s prior written notice. During the term of the Commitment, prepayments shall be applied to such balances, fixed or variable, as the Company shall specify. After the expiration of the term of the Commitment, prepayments shall, unless CoBank otherwise agrees, be applied to principal installments in the inverse order of their maturity and to such balances, fixed or variable, as CoBank shall specify.

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 quarter (or portion thereof) occurring during the original or any extended term of the Commitment.

SECTION 8.         Commitments Arising From Special Payments.   Commitments arising as a result of special payments described in Section 5 above shall be subject to a commitment fee of 25 basis points (0.25%) on an annualized basis, on the average daily unused commitment. Any such fees incurred shall be payable on the last day of the calendar quarter, in arrears, computed on the basis of a year of 360 days for the actual number of days elapsed in which such reinstatable commitments were outstanding,

SECTION 9.          Security.   In addition to any other security that may otherwise be required or provided, the Company’s obligations to CoBank under this Supplement are secured by that Restated Mortgage and Security Agreement dated September 15, 1998, from American Crystal Sugar Company to St. Paul Bank for Cooperatives (now known as CoBank as a result of merger), as Collateral Agent, as amended on January 31, 2003 by that certain Modification Agreement to the Amended and Restated Mortgage and Security Agreement.

SECTION 10.       Amendment Fee.   In consideration of the amendment, the Company agrees to pay to CoBank on the execution hereof a fee in the amount of $9,396,58.

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

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Loan No. Z269T01FNP

REVOLVING TERM LOAN SUPPLEMENT

THIS SUPPLEMENT to the Amended and Restated Master Loan Agreement dated July 21, 2003 (the “MLA”), is entered, into as of July 8, 2005, between CoBANK, ACB (“CoBank”) and AMERICAN CRYSTAL SUGAR COMPANY, Moorhead, Minnesota (the “Company”), and amends and restates the Supplement dated August 13, 2004 and numbered Z269T01ENP.

SECTION 1.         The Revolving Term Loan Commitment.   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 $49,079,855.68 at any one time outstanding (the “Commitment”). Within the limits of the Commitment, the Company may borrow, repay and reborrow.

SECTION 2.         Purpose.   The purpose of the Commitment is to finance the operating needs of the Company.

SECTION 3.         Term.   The term of the Commitment shall be from the date hereof, up to and including August 1, 2006, 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)          CoBank Base Rate.   At a rate per annum equal at all times to the rate of interest established by CoBank from time to time as its CoBank Base Rate, which Rate is intended by CoBank to be a reference rate and not its lowest rate. The CoBank Base Rate will change on the date established by CoBank as the effective date of any change therein and CoBank agrees to notify the Company of any such change.

(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 $2,000,000.00.

(C)          LIBOR Option.  At a fixed rate equal to “LIBOR” (as hereinafter defined) plus 90 basis points per annum (the “LIBOR” Spread). Under this option:  (a) rates may be fixed for “Interest Periods” (as hereinafter defined) of 1, 2, 3 or 6 months, or 1 year, as selected by the Company; (b) the minimum amount that may he fixed at any one time shall be $2,000,000.00; 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 “PRB 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 for 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 2, 3 or 6 months or 1 year 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.

(D)          Treasury Option.   At a fixed rate equal to the Applicable Treasury Margin per annum (as described in terms of basis points (“bps”) in the chart immediately set forth below) above the “U.S. Treasury Rate” (as hereinafter defined). Under this option, balances of $2,000,000.00 or more may be fixed on or before for periods ranging from two years to the final maturity date of the loan, as selected by the Company. However, rates may not be fixed in such a manner as to require the Company to have to repay any fixed rate balance prior to the last day of its fixed rate period in order to pay any installment of principal. For purposes hereof, the “U.S. Treasury Rate” shall mean the yield to maturity on U.S. Treasury instruments having the same maturity date as the last day of the fixed rate period selected by the Company, as calculated from the bid price indicated by Telerate (page 5) at the time the rate is fixed. If, however, no instrument is indicated for the maturity selected, then the rate shall be interpolated based on the bid prices quoted for the next longest and shortest maturities so indicated. In the event Telerate ceases to provide such quotations or materially changes the form or substance of page 5 (as determined by CoBank), then CoBank will notify the Company and the parties hereto will agree upon a substitute basis for obtaining such quotations,

TREASURY MARGINS

The spread over all of the above indices, including the Floor (Minimum) Rate, may increase or decrease for future fixed amounts based on the Company’s previous fiscal quarter’s leverage ratio, as follows:

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Leverage Ratio:   The Company will maintain a leverage ratio of not more than 1.50:1.0. Leverage ratio is long term debt (excluding current maturities) calculated in accordance with GAAP plus or minus the difference between actual working capital and Minimum Net Working Capital (as defined in the MLA No. Z269, Section 10, as it may be amended), divided by total members investments plus the estimated unit retains.

Changes to the Applicable LIBOR or Treasury Margin shall be made quarterly on the latter of either: (a) five business days after the Bank’s receipt of the Company’s certification of compliance with the leverage ratio, or (b) 30 days after the end of each calendar quarter. If the Company fails to timely furnish to CoBank the compliance certificate as required to be delivered pursuant to the MLA, then the change to the Applicable LIBOR and Treasury Margin shall be an increase of the highest permitted under the above chart.

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 option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof. Notwithstanding the foregoing, unless CoBank otherwise consents in its sole discretion in each instance, rates may not be fixed for periods expiring after the maturity date of the loans. In the event CoBank so consents and the Commitment is not renewed, then each balance so fixed shall be due and payable on the last day of its fixed rate period, and the promissory note set forth below shall be deemed amended accordingly. All elections provided for herein shall be made telephonically or in writing and must be received by 12:00 noon Company’s local time. 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 quarterly in arrears by the 20th day of the following month.

SECTION 5.          Promissory Note.   The Company promises to repay the loans that are outstanding in 3 equal, consecutive annual principal payments of $7,603,420.83, with the first such payment due on or before December 31, 2006, and a final principal payment due in an amount equal to the remaining unpaid principal balance on or before December 31, 2009. If any installment due date is not a day on which CoBank is open for business, then such payment shall be made on the next day on which CoBank is open for business. In addition to the above, the Company promises to pay interest on the unpaid principal balance hereof at the times and in accordance with the provisions set forth in Section

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4 hereof.  This note replaces and supersedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Supplement being amended and restated hereby.

The Company shall be permitted to make special payments, in a minimum amount of $111,500.00, on the variable rate portion of this loan, when all short term financing, including the Company’s seasonal loans, Commodity Credit Corporation loans and other short term loans have been zeroed out. These special payments may be readvanced through the expiration date of the Commitment. Reinstatement may be denied and canceled at any time at the option of CoBank. The reinstatable commitments arising from such special payments shall be subject to the Commitment Fee as described in Section 8 below.

SECTION 6.         Prepayment.   Subject to Section 13 of the MLA, the loans may be prepaid in whole or in part on one CoBank business day’s prior written notice. During the term of the Commitment, prepayments shall be applied to such balances, fixed or variable, as the Company shall specify. After the expiration of the term of the Commitment, prepayments shall, unless CoBank otherwise agrees, be applied to principal installments in the inverse order of their maturity and to such balances, fixed or variable, as CoBank shall specify.

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 quarter (or portion thereof) occurring during the original or any extended term of the Commitment.

SECTION 8.         Commitments Arising From Special Payments.   Commitments arising as a result of special payments described in Section 5 above shall be subject to a commitment fee of 25 basis points (0.25%) on an annualized basis, on the average daily unused commitment. Any such fees incurred shall be payable on the last day of the calendar quarter, in arrears, computed on. the basis of a year of 360 days for the actual number of days elapsed in which such reinstatable commitments were outstanding.

SECTION 9.         Security.   In addition to any other security that may otherwise be required or provided, the Company’s obligations to CoBank under this Supplement are secured by that Restated Mortgage and Security Agreement dated September 15, 1998, from American Crystal Sugar Company to St. Paul Bank for Cooperatives (now known as CoBank as a result of merger), as Collateral Agent, as amended on January 31, 2003 by that certain Modification Agreement to the Amended and Restated Mortgage and Security Agreement.

SECTION 10.       Amendment Fee.   In consideration of the amendment, the Company agrees to pay to CoBank on the execution hereof a fee in the amount of $7,603.42.

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

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Loan No. Z269T06C

REVOLVING TERM LOAN SUPPLEMENT

THIS SUPPLEMENT to the Amended and Restated Master Loan Agreement dated July 21, 2003 (the “MLA”), is entered into as of July 11, 2005, between CoBANK, ACB (“CoBank”) and AMERICAN CRYSTAL SUGAR COMPANY, Moorhead, Minnesota (the “Company”), and amends and restates the Supplement dated September 8, 2004, and numbered Z269T06B.

SECTION 1.         The Revolving Term Loan Commitment.  On the terms and conditions set forth in the MLA and this Supplement, CoBank agrees to make loans to the Company from the date hereof, up to and including August 1, 2006, in an aggregate principal amount not to exceed, at any one time outstanding, $35,000,000.00 less the amounts scheduled to be repaid during the period set forth below in Section 5 (the “Commitment”). Within the limits of the Commitment, the Company may borrow, repay and reborrow.

SECTION 2.         Purpose.  The purpose of the Commitment is to finance the operating needs and general corporate purposes of the Company and provide for short-term commercial and standby letters of credit.

SECTION 3.         Term.  Intentionally Omitted.

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)          CoBank Base Rate.   At a rate per annum equal at all times to the rate of interest established by CoBank from time to time as its CoBank Base Rate, which Rate is intended by CoBank to be a reference rate and not its lowest rate. The CoBank Base Rate will change on the date established by CoBank as the effective date of any change therein and CoBank agrees to notify the Company of any such change.

(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; (2) the minimum amount that may be fixed each time shall be $2,000,000.00.

(C)          LIBOR Option.  At a fixed rate equal to “LIBOR” (as hereinafter defined) plus 100 basis points per annum (the “LIBOR Spread”). Under this option: (a) rates may be fixed for “Interest Periods” (as hereinafter defined) of 1, 2, 3 or 6 months, or 1 year, as selected by the Company; (b) the minimum amount that may be fixed at any one time shall be $2,000,000.00; 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 for 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 2, 3 or 6 months or 1 year 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.

The L1BOR Spread may increase or decrease for future fixed amounts based on the Company’s previous fiscal quarter’s leverage ratio, as follows:

Leverage Ratio:  The Company will maintain a leverage ratio of not more than 1.50:1.0. Leverage ratio is long term debt (excluding current maturities) calculated in accordance with GAAP plus or minus the difference between actual working capital and Minimum Net Working Capital (as defined in the MLA No. Z269, Section 10, as it may be amended), divided by total members’ investments plus the estimated unit retains.

Changes to the LIBOR Spread shall be made quarterly on the latter of either: (a) five business days after the Bank’s receipt of the Company’s certification of compliance with the leverage ratio, or (b) 30 days after the end of each calendar quarter. If the Company fails to timely furnish to CoBank the compliance certificate as required to be delivered pursuant to the MLA, then the change to the LIBOR Spread shall be an increase of the highest permitted under the above chart.

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 option unless the amount fixed is repaid or fixed for an additional period in accordance with the terms hereof.  Notwithstanding the foregoing, unless CoBank otherwise consents in its sole discretion in each instance, rates may not be fixed for periods expiring after the maturity date of the loans. In the event CoBank consents to one or more balances being fixed for a period or periods extending beyond the maturity date of the loans and the Commitment is not renewed, then each such balance shall be due and payable on the last day of its fixed rate period and the promissory note set

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forth below shall be deemed amended accordingly. All elections provided for herein shall be made telephonically or in writing and must be received by 12:00 Noon Company’s local time. 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; 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 by the 20th day of the following month and at maturity.

SECTION 5.          Promissory Note.  The Company promises to repay on the dates set forth below, the outstanding principal, if any, that is in excess of the listed amounts:

followed by a final installment in an amount equal to the remaining unpaid principal balance of the loans on December 31, 2011. This note replaces and supersedes, but does not constitute payment of the indebtedness evidenced by, the promissory note set forth in the Supplement being amended and restated hereby.

SECTION 6.          Prepayment.  Subject to Section 13 of the MLA, the loans may be prepaid in whole or in part on one Business Day’s prior written notice. During the term of the Commitment, prepayments shall be applied to such balances, fixed or variable, as the Company shall specify. After the expiration of the term of the Commitment, prepayments shall, unless CoBank otherwise agrees, be applied to principal installments in the inverse order of their maturity and to such balances, fixed or variable, as CoBank shall specify.

SECTION 7.          Security.  In addition to any other security that may otherwise be required or provided, the Company’s obligations to CoBank under this Supplement are secured by that Restated Mortgage and Security Agreement dated September 15, 1998, from American Crystal Sugar Company to St. Paul Bank for Cooperatives (now known as CoBank as a result of merger), as Collateral Agent, as amended on January 31, 2003 by that certain Modification Agreement to the Amended and Restated Mortgage and Security Agreement.

SECTION 8.          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 quarter (or portion thereof) occurring during the original or any extended term of the Commitment.

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SECTION 9.         Amendment Fee.  In consideration of the amendment, the Company agrees to pay to CoBank on the execution hereof a fee in the amount of $15,000.00.

SECTION 10.       Loan Origination Fee.  In consideration of the Commitment, the Company agrees to pay to CoBank on the execution hereof a loan origination fee in the amount of $20,000.00.

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

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Loan No. Z269T07

STATUSED REVOLVING TERM LOAN SUPPLEMENT

THIS SUPPLEMENT to the Master Loan Agreement dated July 21, 2003 (the “MLA”), is entered into as of July 11, 2005, between CoBANK, ACB (“CoBank”) and AMERICAN CRYSTAL SUGAR COMPANY, Moorhead, Minnesota (the “Company”).

SECTION 1.         The Revolving Credit Facility.  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 $280,000,000.00. Within the limits of the 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, fund working capital requirements, support the Company’s commercial paper program, provide for short-term commercial and standby letters of credit and to renew, extend, and refinance the Company’s obligations to CoBank under the Statused Revolving Credit Supplement dated July 20, 2004 and numbered Z269S01G, as amended, and the Revolving Term Loan Supplement dated July 20, 2004 and numbered Z269T05A (the “Existing Agreements”). The Company agrees that on the date when all conditions precedent to CoBank’s obligation to extend credit hereunder have been satisfied: (a) the principal balance outstanding under the Existing Agreements shall be transferred to and charged against the Commitment; (b) all obligations relating to letters of credit issued and outstanding under the Existing Agreements shall be transferred to and continued as if letters of credit had been issued under this Supplement; (c) all accrued obligations of the Company under the Existing Agreements for the payment of interest or other charges shall survive such cancellation and be transferred to and become part of the Company’s obligations under this Supplement as if fully set forth herein; and (d) the Existing Agreements and the promissory note set forth in or executed in connection therewith shall be deemed replaced and superseded, but the indebtedness evidenced by such notes shall not be deemed to have been paid off, by this Supplement and the MLA.  In addition, in the event any balances bearing interest at a fixed rate are outstanding on the date such loans are being transferred hereto, then such balances shall continue to be subject to such rates for the remaining agreed upon fixed rate periods but shall otherwise be subject to the terms hereof.

SECTION 3.         Term.  The term of the Commitment shall be from the date hereof, up to and including August 1, 2007, 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 $5,000,000.00 and incremental multiples of $1,000,000.00; 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 75 basis points per annum. Under this option: (a) rates may be fixed for “Interest Periods” (as hereinafter defined) of 1, 2, 3 or 6 months, or 1 year, 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 2, 3 or 6 months or 1 year 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.

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(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 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

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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.  Notwithstanding anything to the contrary herein, any loan taken by the Company pursuant to this Commitment shall be repaid on or before the earlier of (i) 360 days following the date that funds are advanced to the Company hereunder, or (ii) the expiration of this Commitment on August 1, 2007. If any installment due date is not a day on which CoBank is open for business, then such payment shall be made on the next day on which CoBank is open for business. In addition to the above, the Company promises to pay interest on the unpaid principal balance hereof 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 at any time the amount outstanding under the Commitment exceeds the lesser of the Borrowing Base or $280,000,000.00, 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 lesser of the Borrowing Base or $280,000,000.00.

SECTION 7.         Prepayment.  Subject to the broken funding surcharge provision of the MLA, the Company may on one Business Day’s prior written notice prepay all or any portion of the loan(s). During the term of the Commitment, prepayments shall be applied to such balances, fixed or variable, as the Company shall specify. After the expiration of the term of the Commitment, prepayments shall, unless CoBank otherwise agrees, be applied to principal installments in the inverse order of their maturity and to such balances, fixed or variable, as CoBank shall specify.

SECTION 8.         Letters of Credit.  If agreeable to CoBank in its sole discretion in each instance, in addition to loans, the Company may utilize the Commitment to open irrevocable letters of credit for its account. Each letter of credit will be issued within a reasonable period of time after receipt of a duly completed and executed copy of CoBank’s then current form of application (or, if applicable, in accordance with the terms of any CoTrade Agreement between the parties), and shall reduce the amount available under the Commitment by the maximum amount capable of being drawn thereunder.  Any draw under any letter of credit issued hereunder shall be deemed an advance under the Commitment. Each letter of credit must be in form and content acceptable to CoBank in its sole discretion, must expire no later than the time the Commitment expires. The fee for issuing each letter of credit shall be 75 basis points of the face amount of each letter of credit, along with an issuance fee to CoBank, for its own account, equal to the greater of (a) 1/8% of the face amount of the letter of credit, or (b) $2,000.00, payable by the Company at or before issuance or as otherwise agreed. The Company promises to repay

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the outstanding balance on the Commitment in full on demand, or if no demand is made, then any time on or before the Commitment expiration date of August 1, 2007.

SECTION 9.         Bid Borrowing.

(A)  General.  CoBank agrees that the Company may from time to time request CoBank to submit an offer to make a loan to the Company, provided, however, that CoBank may, but shall have no obligation to, submit such offer, and the Company may, but shall have no obligation to, accept any such offer. A request that CoBank submit an offer to make a loan hereunder shall be referred to herein as a “bid request”, and an offer to make a loan that specifies the loan amount, interest rate and maturity shall be referred to herein as the “bid”. Bid requests may be made orally or in writing (in a form approved by CoBank) but if made orally shall be confirmed promptly by telecopy (facsimile) of a written completed bid request in a form approved by CoBank. Each bid request shall specify (a) the amount of the requested loan, which amount must be a minimum amount of $1,000,000.00 or integral multiples thereof (or the entire available balance of the Commitment), (b) the date of the loan, and (c) the maturity date or Interest Period of the loan, CoBank may, in response to a bid request, in its discretion, irrevocably submit to the Company a bid containing an offer to make the loan.  Each bid, if submitted, must be submitted to the Company, whether orally or in writing, by 10:00 a.m. (Denver, Colorado, time) on the day following the bid request. Each bid shall specify (x) the amount of the loan for which such bid is being made, (y) the rate of interest per annum offered for the loan (which may be expressed in the form of an index plus any margin), and (z) the maturity date or Interest Period of the loan, which date shall not be beyond the term of the Commitment. Not later than 11:00 a.m. (Denver, Colorado, time) on the day the Company receives CoBank’s bid (or at such later time as CoBank may agree), the Company shall either reject the bid or accept the bid by giving notice to CoBank by telephone in either case, confirmed by facsimile. Failure to properly notify CoBank of an acceptance of the bid may be treated by CoBank as a rejection. Any loan made as result of the Company’s acceptance of CoBank’s bid (such loan to be referred to herein as a “bid loan”) shall be subject to the terms of the MLA, this Supplement and all other Loan Documents entered into by the Company in connection with the MLA.

(B)  Limitations.  If CoBank has sold participation interests in the Commitment, then bid loans by CoBank shall be deemed to reduce only CoBank’s pro rata share of the total Commitment. The sum of all bid loans outstanding may not at any time exceed the leaser of (a) $50,000,000.00 or (b) the dollar amount of CoBank’s pro rata share of the Commitment (as said amount may be reduced as a result of other loans made pursuant to the Commitment).

SECTION 10.       Consent of Participants.  CoBank has sold Participation interests in the Loan Documents to the following Participants: Ag Country PCS; AgFirst, FCB; First Farm Credit Services; Wells Fargo Bank, N.A. (formerly Norwest Bank of North Dakota); U.S. AgBank, FCB; and The Bank of Tokyo-Mitsubishi, Ltd.

SECTION 11.       Security.  Except for CoBank’s lieu on the Company’s equity in CoBank, the Company’s obligations hereunder and, to the extent related hereto, the MLA, shall be unsecured.

SECTION 12.       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 15 basis points per annum (calculated on a 360 day basis), payable quarterly in arrears by the 20th day

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following each calendar quarter. Such fee shall be payable for each quarter (or portion thereof) occurring during the original or any extended term of the Commitment.

SECTION 13.       Loan Origination Fee.   In consideration of the Commitment, the Company agrees to pay to CoBank on the execution hereof a loan origination fee in the amount of $210,000.00.

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

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EXHIBIT “A”

[Form of Borrowing Base]

American Crystal Sugar Company

Monthly Borrowing Base
For the month ended                    

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 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.