SUBSCRIPTION DOCUMENT D
AMERICAN CRYSTAL SUGAR COMPANY
SUBSCRIPTION AGREEMENT FOR PREFERRED STOCK AND COMMON STOCK
NAME AND ADDRESS OF SUBSCRIBER ONE SHARE OF COMMON STOCK: $10.00
NUMBER OF SHARES OF PREFERRED
- --------------------------------- STOCK THE SUBSCRIBER WISHES TO
PURCHASE:
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TO BE COMPLETED AND MAILED OR DELIVERED TO: AMERICAN CRYSTAL SUGAR COMPANY
101 NORTH THIRD STREET
MOORHEAD, MINNESOTA 56560
THE UNDERSIGNED HEREBY SUBSCRIBES FOR AND AGREES TO PURCHASE ONE SHARE OF
THE COMMON STOCK OF AMERICAN CRYSTAL SUGAR (THE "COMPANY"), AT A PRICE OF $10
PER SHARE, AND THAT NUMBER OF THE SHARES OF PREFERRED STOCK OF THE COMPANY
LISTED ABOVE, AT A PRICE OF $1,500.00 PER SHARE OF PREFERRED STOCK. THE
UNDERSIGNED UNDERSTANDS THAT SUCH SHARES OF COMMON STOCK AND THE SHARE OF
PREFERRED STOCK WILL BE AVAILABLE ONLY IF THIS RESPONSE IS RANDOMLY DRAWN IN
A DRAWING TO BE HELD BY THE COMPANY AND THAT WITHIN FIFTEEN (15) DAYS OF THE
DATE OF THE NOTICE INDICATING THAT THE UNDERSIGNED IS ENTITLED TO PURCHASE
THE SHARES OF COMMON STOCK AND THE PREFERRED STOCK, THE UNDERSIGNED MUST PAY
THE PURCHASE PRICE OF SUCH SHARE OF COMMON STOCK AND THE SHARES OF PREFERRED
STOCK.
THE UNDERSIGNED HEREBY DECLARES AND REPRESENTS TO THE COMPANY THAT:
1. THE UNDERSIGNED HAS AUTHORITY TO SIGN THIS SUBSCRIPTION AGREEMENT ON
BEHALF OF THE SUBSCRIBER.
2. THE SUBSCRIBER HAS NOT BEEN ESTABLISHED, NOR IS IT BEING ESTABLISHED,
FOR THE PURPOSE OF AVOIDING CLAIMS OF CREDITORS OR CONCEALING ASSETS
FROM CREDITORS.
3. THE SUBSCRIBER DECLARES AND REPRESENTS HE/SHE/IT IS ELIGIBLE FOR
MEMBERSHIP IN THE COMPANY BY BEING: (I) ENGAGED IN THE PRODUCTION OF
AGRICULTURAL PRODUCTS AS A FARMER; AND (II) A BONA FIDE SUGARBEET FARM
OPERATOR WHO IS AND WILL BE (A) THE LEGAL OWNER OF THE SUGARBEET CROP;
(B) ONE WHO HAS THE MAJORITY FINANCIAL INTEREST IN THE CROP; (C) ONE
WHO HAS GENERAL CONTROL OF THE SUGARBEET OPERATIONS ON THE FARM WHERE
THE SUGARBEET CROP IS GROWN, AND (D) ONE WHO IS A "BONA FIDE FARMER"
ELIGIBLE TO BORROW FROM FEDERAL LAND BANKS.
4. NEITHER THE SUBSCRIBER NOR ANY PARTIES AND/OR INDIVIDUALS INVOLVED IN
THE ENTITY CONSTITUTING THE SUBSCRIBER HAS BEEN OR WILL BE GUARANTEED
CASH RENT OR GUARANTEED CASH LEASE PAYMENTS FOR STOCK ISSUED OR TO BE
ISSUED IN THE NAME OF THE SUBSCRIBER.
IMPORTANT - SEE REVERSE SIDE FOR CONTINUATION OF DOCUMENT AND SIGNATURE
SUBSCRIPTION DOCUMENT D
5. THE SUBSCRIBER HAS NO AGREEMENTS OR UNDERSTANDINGS, WRITTEN OR
OTHERWISE, WITH ANY PARTIES AND/OR INDIVIDUALS INVOLVED IN THE
SUBSCRIBER ENTITY, OR WITH ANY OTHER PARTIES AND/OR INDIVIDUALS, IN
REGARD TO THE PLANTING, GROWING, HARVESTING AND DELIVERY OF SUGARBEETS
WHICH (A) GUARANTEED CASH PAYMENTS; (B) REQUIRE TRANSFER OF COMMON OR
PREFERRED STOCK OF THE COMPANY TO ANOTHER IN "STREET FORM"; OR (C)
AMEND OR ALTER ANY PARTNERSHIP OR JOINT VENTURE AGREEMENT AFTER THE
STOCK HAS BEEN ISSUED TO THE PARTNERSHIP OR JOINT VENTURE.
6. THE SUBSCRIBER IS AND WILL BE AT RISK AS TO THE PLANTING, GROWING,
HARVESTING AND DELIVERY OF BEETS.
7. SHOULD IT BE DETERMINED THE SUBSCRIBER IS A NONQUALIFIED OWNER OF
STOCK IN THE COMPANY, THE UNDERSIGNED AGREE TO HOLD HARMLESS AND
INDEMNIFY THE COMPANY AND ALL SHAREHOLDERS OF THE COMPANY FOR ANY AND
ALL LOSS OF DAMAGES THE COMPANY OR ITS SHAREHOLDERS MAY SUSTAIN AS A
RESULT OF THE SUBSCRIBER BEING FOUND TO BE A NONQUALIFIED OWNER OF
STOCK IN THE COMPANY.
8. THE SUBSCRIBER ACKNOWLEDGES THAT HE/SHE/IT MAY BE EXPELLED FROM
MEMBERSHIP IN THE COMPANY SHOULD IT BE DETERMINED THAT HE/SHE/IT IS A
NONQUALIFIED MEMBER OF THE COMPANY AS PROVIDED BY THE BYLAWS OF THE
COMPANY.
9. THE SUBSCRIBER WARRANTS THAT THE STOCK IS FREE AND CLEAR OF ALL LIENS,
ENCUMBRANCES AND SECURITY INTERESTS UNLESS OTHERWISE STATED AND
DISCLOSED.
10. THE SUBSCRIBER IS AND WILL BE REQUIRED TO GROW AND DELIVER SUGARBEETS
TO THE COMPANY UNDER THE FIVE YEAR AGREEMENT AND ANNUAL CONTRACT
BETWEEN THE COMPANY AND THE SUBSCRIBER. FAILURE TO GROW AND DELIVER
BEETS TO THE COMPANY PURSUANT TO SAID FIVE YEAR AGREEMENT AND ANNUAL
CONTRACT MAY BE CAUSE FOR EXPULSION OF THE SUBSCRIBER AS A MEMBER OF
THE COMPANY.
11. HAULER IDENTIFICATION CARDS ISSUED TO THE SUBSCRIBER MUST BE USED FOR
THE DELIVERY OF BEETS BY THE SUBSCRIBER.
THIS SUBSCRIPTION HAS BEEN SIGNED BY THE UNDERSIGNED AT
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(CITY OR TOWN) (STATE)
ON , 1996.
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(MONTH) (DATE)
INSTRUCTIONS: IF THE PROSPECTIVE MEMBERS ARE TO BE CO-OWNERS OR JOINT OWNERS,
EACH SHOULD SIGN. IF THE PROSPECTIVE MEMBER IS A CORPORATION, AN OFFICER SHOULD
SIGN AND GIVE HIS TITLE. IF THE PROSPECTIVE MEMBER IS A PARTNERSHIP, A PARTNER
SHOULD SIGN AND GIVE HIS TITLE.
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(SIGNATURE) (TITLE)
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(SIGNATURE) (TITLE)
THIS SUBSCRIPTION AGREEMENT MUST BE ACCOMPANIED BY SUBSCRIPTION DOCUMENT C AND
MUST BE RECEIVED BY THE COMPANY AT ITS CORPORATE OFFICE, 101 NORTH THIRD STREET,
MOORHEAD, MINNESOTA 56560, NO LATER THAN DECEMBER 20, 1996 AT 5:00 P.M. PAYMENT
FOR THE SHARES LISTED ABOVE IS NOT REQUIRED AT THIS TIME.
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