“ Allotment Statute ” means the Agricultural Adjustment Act of 1938 (7 U.S.C. § 359aa et seq. (2007)), and amendments thereto, or subsequent statutes providing for sugar marketing allotments.

“ Assets Costs ” shall mean carrying costs of assets associated with Product shipping, packaging, warehousing (including all costs historically included by UNITED as warehousing costs), and storage functions, including depreciation and interest.

“ Beet Processing Season ” means the period of time generally from September through August during which a Beet Producer processes beets, thick juice and extract into refined sugar.

“ Beet Producer ” means a MEMBER that processes sugar beets into refined sugar.

“ Buyer ” is a third party purchaser of Finished Product from UNITED.

“ Commingle ” means (i) Finished Product of a MEMBER that is stored by UNITED in a warehouse or stationary storage facility that is owned or leased by UNITED; or (ii) Product which has been further processed by UNITED.

“ Cane Processing Season ” means the period of time generally from mid-October through April during which time a Cane Producer processes sugarcane into feedstock for a refinery.

“ Cane Producer ” means a MEMBER that processes cane into refined sugar.

“ Crop Year ” means the crop year established by the Beet Producers for their own business operations.

“ Excess Product ” means that amount of Product exceeding a Beet Producer’s Allocation.

“ Fiscal Year ” means the fiscal year of UNITED, which begins on September 1 and ends on August 31.

“ Force Majeure ” means any (i) fire, freeze, accident, explosion, construction delay, hurricane, flood, act of God, inability to obtain electric power or fuel, inability to obtain any required permits or licenses, government law, directive or regulation; or the effect of the application of any governmental law, directive or regulation, or any like contingency, beyond a party’s reasonable ability to control or avoid; and (ii) labor dispute or strike, from whatever cause arising and regardless of whether the demands of the employees involved are reasonable and within the affected party’s power to concede.

“ Finished Product ” or “ Finished Products ” means those Products that have been granulated or otherwise made ready for marketing to third parties.

“ MEMBER ” means a member or shareholder of UNITED who is entitled to vote, presently ACSC, USSC, and MDFC.

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“ Net Selling Price ” means the gross proceeds realized by UNITED from sales of Products produced by MEMBERS in the Primary Pool, less expenses directly attributable to the Primary Pool, including all Operating Costs, charges or expenses attributable to the marketing and sale of pooled Products, including without limitation salaries, wages and other benefits of UNITED’s employees, office expense and appropriate consulting fees, and all costs of transportation of the pooled Products.

“ Operating Costs ” means operating costs associated with Product shipping, packaging, warehousing (including all costs historically included by UNITED as warehousing costs) and storage functions, including without limitation labor (including direct and indirect costs, such as employee benefits, insurance, etc.), supplies, and utilities.

“ Pool Year ” means the pool year of the Primary Pool, which coincides with the Fiscal Year of UNITED, which begins on September 1 and ends on August 31.

“ Primary Pool ” means Product of each MEMBER that is pooled for each Fiscal Year with Products of other MEMBERS as agreed to in Section 6.1.

“ Product ” or “ Products ” means refined sugar produced by a MEMBER, or purchased by a MEMBER or by UNITED on behalf of a MEMBER, during the term of this Agreement, including, but not limited to, granulated, liquid, blends, specialty products, standard liquor, thick juice, extract and other forms of ungranulated sugar.

“ Pro Rata Share ” shall be equal to a fraction, with each MEMBER’S annual production of Product (on a sugar equivalent basis) included in the Primary Pool as the numerator and total annual pool production of Product (on a sugar equivalent basis) for all MEMBERS included in the Primary Pool as the denominator.

“ Purchased Sugar ” means Product that is purchased by a MEMBER from a third party or from another MEMBER.

“Separate Pool” means Excess Product or other Product of a MEMBER that is not eligible for the Primary Pool that is separately handled by UNITED for each Fiscal Year as agreed to in Section 6.1.

“ Sidney Storage Facility ” means the approximately 1,910,000 CWT capacity sugar storage facilities that are owned or accessible by Sidney Sugars Incorporated, a wholly owned subsidiary of ACSC (“SSI”), in Sidney, Montana.

 “ Term ” has the meaning set forth in Section 17.

“ Transgenic ” or “ Transgenic Variety ” means a variety of sugar beet or sugarcane that contains a gene or genes that has or have been artificially inserted instead of the plant acquiring the gene or genes through pollination or standard sugarcane reproduction.

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2.              Appointment of UNITED as Sales Agent .

2.1            UNITED Appointed Sales Agent .  ACSC appoints and designates UNITED to act as its sole worldwide agent in the sale and marketing of ACSC Products.  UNITED accepts such appointment and agrees to act as the sales agent and pool administrator in accordance with the terms of this Agreement, and subject to Section 19.2 hereof.  ACSC agrees that UNITED may employ all such persons and agencies as it determines to be necessary to carry out its obligations under this Agreement.  It is understood and agreed that UNITED may market Products under the various trademarks and trade names of ACSC (if any) pursuant to a royalty-free license agreement with respect to such trademarks and trade names, the form of which agreement shall be mutually agreed upon by ACSC and UNITED.

2.2            UNITED Authorized to Pass Title .  UNITED agrees, and is hereby empowered by ACSC, to sell in its own name, and pass title on behalf of ACSC, all Product during the Term of this Agreement to such purchasers, at such time or times, at such place or places, in such manner and on such prices or terms as UNITED determines to be in the best interests of ACSC.

2.3            Products not included in this Agreement .  UNITED shall have no rights, and nothing herein contained shall be deemed to create rights in UNITED, in and to any other products produced by ACSC other than Product or Products as herein defined.

2.4            Procurement of Additional Product .  It is understood and agreed that UNITED may from time to time procure certain Products from third parties in order to meet the requirements of sales contracts or as otherwise determined to be in the best interest of the MEMBERS.  ACSC and UNITED agree that UNITED shall act as an agent for ACSC in connection with such purchases of Products and that the costs of acquiring such Products and revenues received from the sale of such Products shall be included in the Primary Pool.

3.              Packaging .  ACSC intends to have the capacity to sell Product in bulk as well as in packages.  It is understood that production and packaging constraints may limit the volume and mix of packages that can be produced at any one time, and, accordingly, UNITED agrees to coordinate orders for packaged Product taking into consideration ACSC’s production and packaging limitations.

4.              Production and Delivery .

4.1            Timing of Production .  It is anticipated that ACSC will produce Finished Products during its campaign on an approximately even monthly schedule.  However, ACSC acknowledges that UNITED’s requirements may be greater in certain specified months and less in others.  Accordingly, subject to mutual agreement of the parties, UNITED will endeavor to coordinate demands with ACSC’s production and storage capacities.  At UNITED’s request, and for an agreed upon payment, ACSC may agree to maximize its production in any month in order to accommodate customer demand.

4.2            Product Production Schedules .  ACSC shall provide to UNITED by June 1 of each Fiscal Year during the Term a preliminary estimated production schedule (specifying volume and dates) of Product for the next following Fiscal Year and will provide a revised estimated production schedule of Product by July 1 and each month thereafter of each such year, reflecting any changes from the June preliminary estimate.  UNITED and ACSC shall jointly

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develop a production and delivery schedule plan for ACSC for each Fiscal Year that will attempt to accommodate, as much as reasonably possible, the dual goals of maximizing the price to be paid to ACSC and maximizing production efficiencies, with the objective of selling all of ACSC’s production of Product each year.

4.3            Weekly Delivery Amounts .  Estimated weekly delivery schedules of Finished Product, including quantities, and bulk and packaging requirements for each week of each month, shall be agreed upon by UNITED and ACSC at least seven (7) days in advance of the month to which they apply.  The parties shall use reasonable efforts, recognizing customer demand, to accommodate each other in setting such schedules.

5.              Billing and Collection .  All sales made by UNITED shall be billed on invoices of UNITED and all receipts shall be collected by UNITED.

6.              Pooling of Product .

6.1            Agreement to Pool Product .  UNITED and ACSC agree that the Products to be sold by UNITED hereunder shall be pooled for each Fiscal Year with Products of the other MEMBERS of UNITED in the Primary Pool.  UNITED by action of its Executive Committee shall have the discretion to create additional pools as deemed reasonably necessary for the equitable treatment of all MEMBERS and to create accounting standards for such additional pools.

6.2            Adjustments for Beet Producers .  The amount of Product to be included in the Primary Pool for a Beet Producer shall be the amount of Product produced by the Beet Producer during the applicable Crop Year, not to exceed the Beet Producer’s Allocation.  Any Excess Product of a Beet Producer shall be marketed as provided in Section 19.2, below.

6.3            Adjustments for Cane Producers .  In order to coordinate the Cane Processing Season with the Beet Processing Season, the amount of cane Product for a Cane Producer to be included in the Primary Pool for each Fiscal Year shall be the amount of cane Product (on a sugar equivalent basis) produced by the Cane Producer during the applicable Fiscal Year, less the cane Product (on a sugar equivalent basis) produced by the Cane Producer that was allocated to the prior Fiscal Year, with the difference multiplied by 1.141.

7.              Price for Product .

7.1            Price .  UNITED shall pay to ACSC its Pro Rata Share of the Net Selling Price for all Products sold by UNITED hereunder.

7.2            Timing of Payment to MEMBERS .  As sales of Finished Product are made by UNITED from the Primary Pool, the gross cash receipts received by UNITED from the sale of such Finished Products shall be paid daily to ACSC and each other Primary Pool participant on the basis of the estimated Pro Rata Share of the Finished Product, reduced by in-process inventories on hand at the beginning of the year (which are included in the prior year’s Primary Pool), to be produced by ACSC and each of the other participants in the Primary Pool during that Fiscal year.  The formula set forth in Section 6.3 (Adjustments for Cane Producers) shall be utilized to adjust Cane Producer’s production during the Fiscal Year for the purpose of

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determining Cane Producer’s estimated Pro Rata Share, and the payment of gross cash receipts to Cane Producer shall be adjusted accordingly.  Because gross cash receipts are distributed daily, UNITED shall borrow from its line of credit in order to cover its monthly Operating Costs.  Such monthly Operating Costs shall be promptly reimbursed to UNITED by each MEMBER on the same basis described above regarding daily cash distributions so that each MEMBER pays its Pro Rata Share of the expenses that are incurred by UNITED during the month.

7.3            Adjustments for Changes to Production Estimates .  The determination of ACSC’s Pro Rata Share of gross cash receipts shall be based on UNITED’s best estimate of the amount of Finished Products anticipated to be produced in such Fiscal Year by ACSC and each other participant in the Primary Pool, and shall be adjusted by UNITED periodically as production figures are more precisely determined.  Such adjustments shall reflect an interest charge to be paid by any Primary Pool participant who has received excess distributions based on the preliminary production estimates and such interest shall be paid to the Primary Pool participant(s) who received less than full distributions.  For purposes of this paragraph, interest charges shall be the prime rate as published in the Wall Street Journal on the first business day of each month.  As soon as exact information and production figures are available, UNITED shall determine ACSC’s final Pro Rata Share of the gross cash receipts for the Primary Pool during the Fiscal Year, and appropriate adjustments, together with interest charges/credits as provided above, shall be made.  The final accounting for the Primary Pool shall be made no later than the ninetieth day following the last day of each Fiscal Year.

8.              UNITED’s Books and Records .  UNITED shall keep accurate records of costs, sales, and distributions of Primary Pool proceeds in accordance with sound and generally accepted accounting practices.  Said records shall be at all reasonable times fully available for inspection and copying by ACSC or its certified public accountants.  All records of the Primary Pool and any Separate Pool that is created shall be audited annually by UNITED’s regular Independent Certified Public Auditors and the audit report made available to ACSC.

9.              Budget of Marketing Costs .  UNITED shall prepare an annual budget or estimate of all direct and indirect marketing costs for the Primary Pool.  It is the intention of UNITED to secure independent financing for costs associated with the marketing of Products as reflected in the budget.

10.            Product Specifications, Quality Standards and Handling of Products of Substandard Quality .

10.1          Specifications .  ACSC agrees to comply with UNITED’s Specifications for Products, which specifications prescribe standards and procedures for quality control, storage, and shipment of Products, and which are attached hereto as Schedule A.  In addition, ACSC agrees to comply with UNITED’s Quality Assurance Policy that is attached hereto as Schedule B.  Any changes to the specifications or Quality Assurance Policy shall be mutually agreed upon by UNITED and the MEMBERS.

10.2          State and Federal Regulations .  All Products delivered to or at the order of UNITED shall conform to quality and other standards prescribed by applicable state and federal rules and regulations.

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10.3          Substandard Product .  Product that fails to meet the specifications or the Quality Assurance Policy and which cannot be sold without discounting shall be considered substandard for purposes of this Agreement.  Product of substandard quality shall be withheld from the Primary Pool and marketed by UNITED in a Separate Pool, with proceeds of the sale of such Product, less all direct and indirect selling expenses, distributed to the MEMBER that produced such Product; in the alternative, this MEMBER and UNITED may mutually agree that the Product of substandard quality may remain in the Primary Pool and the MEMBER will be charged with the additional costs relating to the substandard quality of the Product, including any necessary discounts.

11.            Storage of Product .  ACSC shall store its Product as the parties shall mutually agree; provided, however, that with respect to storage by MEMBERS or UNITED, the parties shall utilize reasonably available storage methods that result in the lowest total cost to the Primary Pool.  At the earliest reasonable time after processing commences in each Fiscal Year and as soon as Product has begun to be placed in storage, ACSC shall deliver daily Product inventory reports to UNITED.  All Product included in the daily inventory shall be included in the Primary Pool for the appropriate Fiscal Year even though the Product remains on the premises of ACSC.

11.1          Portion of Sidney Storage Facility Controlled by UNITED .  UNITED will have the exclusive right to store 910,000 CWT of sugar in the Sidney Storage Facility (the “UNITED Controlled Storage”).  UNITED shall be responsible for reimbursing ACSC for the Asset Costs and Operating Costs of the UNITED Controlled Storage pursuant to Section 16 hereof.  The parties acknowledge that a portion of such reimbursable Asset Costs and Operating Costs may include costs charged to ACSC by a third party.

11.2          Portion of Sidney Storage Facility Controlled by ACSC .

11.2.1                ACSC retains the exclusive rights with respect to that portion of the Sidney Storage Facility not constituting UNITED Controlled Storage (the “ACSC Controlled Storage”).  In the event UNITED desires to utilize the ACSC Controlled Storage that is not otherwise being utilized by ACSC, it shall notify ACSC in writing at least thirty (30) days in advance of the date UNITED anticipates utilizing such storage.  The notice shall state the volume of storage UNITED desires and the anticipated duration of the storage.  ACSC shall provide a written response to UNITED within fifteen (15) days after receipt of the notice to confirm whether or not UNITED may utilize the requested portion of the ACSC Controlled Storage.  UNITED’s use of the ACSC Controlled Storage shall at all times be subject to the continuing rights of ACSC as provided in paragraph 11.2.2.

11.2.2                In the event UNITED is utilizing the ACSC Controlled Storage and ACSC desires to exercise its rights to utilize such storage due to government imposed marketing restrictions or due to higher than anticipated production output of SSI or ACSC, ACSC shall provide UNITED with thirty (30) days advance written notice to vacate the portion of the ACSC Controlled Storage that ACSC desires to utilize and UNITED shall use its

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best efforts to vacate the portion of the ACSC Controlled Storage needed by ACSC.  In the event that UNITED is unable to vacate all or a portion of the ACSC Controlled Storage during such thirty-day period due to load-out limitations at the facility, then, if such action would relieve ACSC’s shortage of storage, UNITED and ACSC will execute appropriate accounting transfers between UNITED and ACSC to provide that up to 1,000,0000 CWT of the sugar stored at the Sidney Storage Facility is being stored for the account of ACSC rather than for the account of UNITED.  If UNITED is unable to vacate sufficient storage as required by ACSC and if the above referenced accounting transfer would not relieve ACSC’s shortage of storage, then at the conclusion of the thirty-day period, UNITED shall (i) continue to be responsible for the reimbursement of costs provided in paragraph 11.2.3 of this Agreement; and (ii) shall be obligated to reimburse ACSC for all storage costs ACSC may incur as a result of not having the ACSC Controlled Storage available which is over and above the amount ACSC would have incurred if the storage had been made available to ACSC, including, but not limited to, packaging, shipping, handling, in and out charges, storage fees, reprocessing, and other costs associated with ACSC’s use of an outside storage facility.

11.2.3                Subject to the provisions set forth in this paragraph 11.2.3 regarding the calculation of utilization, UNITED shall reimburse ACSC for the Operating Costs of the ACSC Controlled Storage.  The parties acknowledge that ACSC’s Operating Costs shall include actual Operating Costs billed to ACSC by SSI.  The parties agree that UNITED shall reimburse ACSC for the Asset Costs of the ACSC Controlled Storage, but that the Asset Costs shall be based upon the fixed amount of $0.042 per CWT per month.  With respect to reimbursement for Operating Costs and Assets Costs, the reimbursement for the ACSC Controlled Storage shall be based on UNITED’s average monthly utilization (in CWTs) of the ACSC Controlled Storage.  The average monthly utilization shall be the sum of the number of CWTs in storage on the first day and the last day of the month divided by two.

12.            Risk of Loss and Insurance .

12.1          Risk of Loss .  ACSC covenants and agrees that it shall bear the risk of loss of any Product produced by ACSC until the risk of loss for such Product passes to the Buyer; provided, however, that risk of loss shall pass to UNITED before delivery to the Buyer if the Product is Commingled.  Regardless of which party bears the risk of loss, ACSC shall continue to be the owner of its Product until the Product is sold to the Buyer.  Whenever UNITED shall have possession or control over such Product prior to sale to the Buyer, UNITED shall act strictly as custodian thereof in accordance with the provisions of this Agreement.

12.2          ACSC to Maintain Insurance .  ACSC covenants and agrees, at its sole cost and at all times during the Term of this Agreement, to maintain in force during the period for which it bears the risk of loss, (i) an all risk property insurance policy or policies covering loss, theft or

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damage to the Products produ