EXECUTION COPY
MASTER AGREEMENT
REGARDING AMENDMENTS TO
THE AMALGAMATED SUGAR COMPANY DOCUMENTS
This Master Agreement Regarding Amendments to The Amalgamated Sugar
Company Documents (this "Master Agreement") is dated October 19, 2000, and is
made by and among The Amalgamated Sugar Company LLC, a Delaware limited
liability company (the "LLC"), Snake River Sugar Company, an Oregon cooperative
corporation ("SRSC"), Valhi, Inc., a Delaware corporation ("Valhi"), Amalgamated
Collateral Trust, a Delaware business trust (the "SPT"), ASC Holdings, Inc., a
Utah corporation ("ASC"), First Security Bank, National Association, as
Collateral Agent under that certain Collateral Agency and Paying Agency
Agreement dated as of May 14, 1997 ("FSB"), the holders (the "Senior
Noteholders") of SRSC's 10.80% Senior Notes due April 30, 2009 (the "Senior
Notes") and U.S. Bank National Association ("U.S. Bank"), as agent of the
Working Capital Agreement dated as of January 3, 1997 among the LLC and the
banks named therein, as amended.
PRELIMINARY STATEMENTS
Each of the parties to this Master Agreement is also a party to some or
all of various documents related to the formation of or borrowings by the LLC or
the affiliates of the LLC. The parties to this Master Agreement have determined
that it is in their respective best interests to make comprehensive
modifications to those documents.
THEREFORE, the parties hereto have agreed to enter into each of the
following documents to which they are a party (collectively, the "Agreements"),
which Agreements are to become effective contemporaneously:
(a) The Third Amendment to Company Agreement, dated October 19, 2000,
by and between the SPT, SRSC and the LLC, and acknowledged by FSB, the Senior
Noteholders and U.S. Bank, which shall be in the form of Exhibit A hereto;
(b) That certain Third Amendment to Subordinated Loan Agreement, dated
October 19, 2000, by and between SRSC and Valhi and acknowledged by FSB and the
Senior Noteholders, which shall be in the form of Exhibit B hereto;
(c) The Contingent Subordinate Pledge Agreement, dated October 19,
2000, by and among SRSC and Valhi, and acknowledged by FSB and the Senior
Noteholders, which shall be in the form of Exhibit C hereto;
(d) The Contingent Subordinate Security Agreement, dated October 19,
2000, by and among SRSC and Valhi, and acknowledged by FSB and the Senior
Noteholders, which shall be in the form of Exhibit D hereto;
(e) The Contingent Subordinate Collateral Agency and Paying Agency
Agreement, dated October 19, 2000, by and between SRSC, Valhi and FSB and
acknowledged by the Senior Noteholders, which shall be in the form of Exhibit E
hereto;
(f) The First Amendment to Voting Rights and Forbearance Agreement,
dated October 19, 2000, by and among the SPT, ASC and FSB, and as acknowledged
by the LLC, which shall be in the form of Exhibit F hereto;
(g) The First Amendment to Option Agreements, dated October 19, 2000,
by and among SRSC, Valhi and the Senior Noteholders, which shall be in the form
of Exhibit G hereto;
(h) The Second Amendment to Note Purchase Agreements, dated October 19,
2000, by and between SRSC and the Senior Noteholders, which shall be in the form
of Exhibit H hereto;
(i) The First Amendment to the Distributable Cash Collateral Account
Agreement dated October 19, 2000, by and between SRSC and FSB, which shall be in
the form of Exhibit I hereto; and
(j) The First Amendment to the Subordination Agreement dated October
19, 2000, by and between SRSC and Valhi, and as accepted by the Senior
Noteholders and FSB, which shall be in the form of Exhibit J hereto.
NOW, THEREFORE, in consideration of the foregoing and for other good
and sufficient consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. The execution and delivery of all of the Agreements by each party
thereto shall be considered a condition precedent to the initial
effectiveness of each and every Agreement.
2. Delivery of executed Agreements shall be made to each party to this
Master Agreement at the address shown following such party's signature
below.
WITNESS WHEREOF, the parties have caused this Master Agreement to be
executed by their duly authorized representatives as of October 19, 2000.
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<PAGE>
THE AMALGAMATED SUGAR COMPANY LLC,
a Delaware limited liability
company
By:/s/ David L. Budge
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Name:
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Its:
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Address: The Amalgamated Sugar Company LLC
c/o Snake River Sugar Company
2427 Lincoln Avenue, P.O. Box 1520
Ogden, Utah 84402
Attention:
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SNAKE RIVER SUGAR COMPANY,
an Oregon cooperative corporation
By:/s/ Lawrence L. Corry
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Name:
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Its:
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Address: Snake River Sugar Company
2427 Lincoln Avenue, P.O. Box 1520
Ogden, Utah 84402
Attention:
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<PAGE>
VALHI, INC., a Delaware corporation
By:/s/ Steven L. Watson
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Name:
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Its:
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Address: Valhi, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Attention: General Counsel
AMALGAMATED COLLATERAL TRUST,
a Delaware business trust
By: ASC HOLDINGS, INC., as Company
Trustee
By:/s/ Steven L. Watson
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Name:
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Its:
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Address: Amalgamated Collateral Trust
c/o Valhi, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Attention: General Counsel
<PAGE>
ASC HOLDINGS, INC., a Utah corporation
By:/s/ Steven L. Watson
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Name:
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Its:
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Address: ASC Holdings, Inc.
c/o Valhi, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Attention: General Counsel
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, as Collateral Agent
under that certain Collateral Agency
Agreement dated as of May 14, 1997
By:/s/ C. Scott Nielsen
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Name:
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Its:
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Address: First Security Bank,
National Association
79 South Main Street
Corporate Trust Department
Salt Lake City, Utah 8411
Attention:
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<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:/s/ Joseph Alouf
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Name:
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Its:
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Address:
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Attention:
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CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By: CIGNA INVESTMENTS, INC.
By:/s/ Stephen H. Wilson
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Name:
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Its:
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Address:
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Attention:
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<PAGE>
LIFE INSURANCE COMPANY OF NORTH AMERICA
By: CIGNA INVESTMENTS, INC.
By:/s/ Stephen H. Wilson
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Name:
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Its:
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Address:
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Attention:
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MINNESOTA LIFE INSURANCE COMPANY
By: Advantus Capital Management, INc.
By:/s/ Annette Masterson
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Name:
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Its:
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Address:
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Attention:
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<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY
By: LINCOLN INVESTMENT MANAGEMENT, INC.
Its Attorney-in-Fact
By:/s/ Annette M. Teders
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Its:
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Address:
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Attention:
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LINCOLN LIFE & ANNUITY COMPANY
OF NEW YORK
By: LINCOLN INVESTMENT MANAGEMENT, INC.
Its Attorney-in-Fact
By:/s/ Annette M. Teders
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Its:
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Address:
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Attention:
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<PAGE>
U.S. BANK NATIONAL ASSOCIATION, as agent
under that certain Working Capital
Agreement dated as of January 3,
1997, as amended.
By:/s/ Janice T. Thede
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Name:
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Its:
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Address:
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Attention:
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<PAGE>
EXHIBIT A
The Third Amendment to Company Agreement
<PAGE>
EXHIBIT B
Third Amendment to Subordinated Loan Agreement
<PAGE>
EXHIBIT C
The Contingent Subordinate Pledge Agreement
<PAGE>
EXHIBIT D
The Contingent Subordinate Security Agreement
<PAGE>
EXHIBIT E
The Contingent Subordinate Collateral Agency and Paying Agency Agreement
<PAGE>
EXHIBIT F
The First Amendment to Voting Rights and Forbearance Agreement
<PAGE>
EXHIBIT G
The First Amendment to Option Agreement
<PAGE>
EXHIBIT H
Second Amendment to Note Purchase Agreements
<PAGE>
EXHIBIT I
First Amendment to Distributable Cash Collateral Account Agreement
<PAGE>
EXHIBIT J
First Amendment to Subordination Agreement
