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EXHIBIT 4.3
BMO NESBITT BURNS CORP.
111 West Monroe Street
Chicago, Illinois 60603
BANK OF MONTREAL
115 S. LaSalle Street
Chicago, Illinois 60603
First Amendment to Waiver Letter
January 8, 2001
TO: Imperial Securitization Corporation
PO Box 9
8016 Highway 90A
Sugar Land, TX 77478
Imperial Distributing, Inc.
PO Box 9
8016 Highway 90A
Sugar Land, TX 77478
Imperial Sugar Company
PO Box 9
8016 Highway 90A
Sugar Land, TX 77478
Re: Imperial Securitization Corporation
Ladies and Gentlemen:
We refer to the Waiver Letter between us dated as of December 13, 2000,
with an effective date of September 30, 2000 (the "Waiver Letter"), capitalized
terms used without definition below to have the meanings ascribed to them in the
Waiver Letter. Upon receipt by the Agent of counterparts hereof which, taken
together, bear the signatures of the Imperial Securitization Corporation,
Imperial Distributing, Inc., Imperial Sugar Company, the Agent and the Bank of
Montreal, the Waiver Letter shall be amended by:
(i) striking the date "January 8, 2001" in the fourth paragraph thereof and
substituting the following "the earlier of January 16, 2001 and the
expiration of the waiver of the Default or Event of Default under the
Credit Agreement, as provided in the Interim Waiver
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Agreement dated as of September 30, 2000 and as amended by the First
Amendment to the Interim Waiver Agreement dated as of January 8, 2001"
therefore and
(ii) striking the date "January 8, 2001" in the fifth paragraph thereof and
substituting the date "January 16, 2001" therefore.
Except as specifically amended hereby all of the terms, conditions and
provisions of the Waiver Letter shall stand and remain unchanged and in full
force and effect. No reference to this First Amendment to Waiver Letter need be
made in any instrument or document at any time referring to the Waiver Letter, a
reference to the Waiver Letter in any of such to be deemed to be a reference to
the same as amended hereby. This First Amendment to Waiver Letter may be
executed in counterparts and by separate parties hereto on separate
counterparts, each to constitute an original but all of which shall constitute
one and the same instrument. The amendments provided for herein shall be
strictly construed and limited as herein provided. This First Amendment to the
Waiver Letter shall be construed in accordance with and governed by the laws of
the state of New York.
Dated and to be come effective as of the 8th day of January 2001.
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Very truly yours,
BMO NESBITT BURNS CORP.
By: /s/ DAVID J. KUCERA
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Printed Name: David J. Kucera
Title: Managing Director
By: /s/ JAMES P. WALSH
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Printed Name: James P. Walsh
Title: Managing Director
BANK OF MONTREAL
By: /s/ GEOFFREY R. McCONNELL
--------------------------------
Printed Name: Geoffrey R. McConnell
Title: Director
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Acknowledged and Agreed:
IMPERIAL SECURITIZATION CORPORATION
By: /s/ KAREN L. MERCER
---------------------------------
Printed Name: Karen L. Mercer
Title: Treasurer
IMPERIAL DISTRIBUTING, INC.
By: /s/ KAREN L. MERCER
---------------------------------
Printed Name: Karen L. Mercer
Title: Treasurer
IMPERIAL SUGAR COMPANY
By: /s/ KAREN L. MERCER
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Printed Name: Karen L. Mercer
Title: VP and Treasurer
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