EXECUTION COPY
FIRST AMENDMENT TO OPTION AGREEMENTS
This FIRST AMENDMENT TO OPTION AGREEMENTS (this "Amendment") dated
effective as of October 19, 2000, is by and among Snake River Sugar Company, an
Oregon cooperative corporation (the "Company"), Valhi, Inc., a Delaware
corporation ("Valhi"), and the holders of the Company's 10.8% Senior Notes due
April 30, 2009 (the "Senior Notes") whose names are set forth on the signature
pages of this Amendment (the "Noteholders").
PRELIMINARY STATEMENTS
The Company, Valhi and the Noteholders are parties to those certain
Option Agreements dated as of May 14, 1997 (the "Option Agreements"). All
capitalized terms defined in the Option Agreements and not otherwise defined in
this Amendment shall have the same meanings herein as in the Option Agreements.
The Company, Valhi and the Noteholders have agreed to amend certain
documents related to the Option Agreements and wish to clarify that the Option
Agreements pertain to those related documents as amended.
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 Option Agreements shall be amended as follows:
(a) All references to the "Loan Agreement" in the Option
Agreements shall be to said Loan Agreement as such may be amended or
modified from time to time.
(b) All references to the "Note Purchase Agreements" in the
Option Agreements shall be to said Note Purchase Agreements as such may
be amended or modified from time to time.
(c) All references to the "Option Notes" in the Option
Agreements shall be to said Options Notes as such may be amended or
modified from time to time.
2. The Company agrees to provide a copy of any amendment, modification,
waiver or restatement of the Senior Notes or the Note Purchase Agreements to
Valhi within five (5) Business Days after execution of any such amendment,
modification, waiver or restatement. The Company and Valhi agree and acknowledge
that if any such amendment, modification, waiver or restatement of the Senior
Notes or the Note Purchase Agreements is not provided to Valhi by the Company
within the time period required herein, then, at Valhi's sole option, such
amendment, modification, waiver or restatement shall retroactively be null and
void upon (but only upon) the closing of the purchase of all of the Option Notes
following the exercise by Valhi of all of its rights under the Option
Agreements.
3. Each of the parties represents and warrants that the execution,
delivery and performance by such party of this Amendment are within its powers,
have been duly authorized by all necessary action and do not and will not
contravene or conflict with any provision of law applicable to such party, the
charter, declaration of trust or bylaws of such party, or any order, judgment or
decree of any court or other agency of government or any contractual obligation
binding upon such party, and the Option Agreements, as amended by this
Amendment, are legal, valid and binding obligations of such party enforceable
against such party in accordance with their terms.
4. The execution and delivery of that certain Master Agreement dated
October 19, 2000, by and among the parties hereto, among others, shall be a
condition precedent to the initial effectiveness of this Amendment.
5. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but each of which together shall
constitute one and the same document.
6. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of New York, without giving effect to the
principals of conflicts of laws thereof.
7. This Amendment shall be binding upon, and to the benefit of, and be
enforceable by the heirs, personal representatives, successors and assigns of
the parties hereto.
8. Except as specifically amended by this Amendment, the Option
Agreements shall remain in full force and effect and are hereby ratified and
confirmed.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
effective on the day and year first above written.
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Valhi, Inc.
By:/s/ Steven L. Watson
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Name: Steven L. Watson
Title: President
Snake River Sugar Company
By:/s/ Lawrence L. Corry
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Name:
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Title:
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The Prudential Insurance Company of America
By:/s/ Joseph Alouf
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Name:
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Title:
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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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Title:
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Life Insurance Company of North America
By: CIGNA Investments, Inc.
By:/s/ Stephen H. Wilson
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Name:
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Title:
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<PAGE>
Minnesota Life Insurance Company
By: Advantus Capital Management, Inc.
By:/s/ Annette Masterson
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Name:
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Title:
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The Lincoln National Life Insurance Company
By: Lincoln Investment Management, Inc.
Its Attorney-in-Fact
By:/s/ Annette M. Teders
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Name:
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Title:
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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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Name:
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Title:
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