SAVANNAH FOODS & INDUSTRIES INC, 10-K, 1994-12-30

SAVANNAH FOODS & INDUSTRIES INC
10-K, 1994-12-30
SUGAR & CONFECTIONERY PRODUCTS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark one)

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended October 2, 1994
-----------------------------
or

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from to
----------------- ------------------------------

Commission file number 1-11420
----------------------------------------------------------

SAVANNAH FOODS & INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)

Delaware 58-1089367
- --------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)

P. O. Box 339, Savannah, Georgia 31402
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (912) 234-1261
-----------------------------

Securities registered pursuant to Section 12(b) of the Act:

Common Stock - Par Value: $.25 per share
- --------------------------------------------------------------------------------
(Title of Class)

Securities registered pursuant to Section 12(g) of the Act:

None
- --------------------------------------------------------------------------------
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
------ ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ( )

At November 30, 1994, there were 26,238,196 shares of Common Stock outstanding.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant on November 30, 1994 was $308,298,803.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on February 16,
1995 are incorporated by reference in Part III hereof.

The exhibit index is located on page 40 of this filing.

Page 1 of 232 pages.
<PAGE> 2

PART I

Item 1. Business

Savannah Foods & Industries, Inc. ("Registrant") was incorporated in
Delaware on February 19, 1969, as the successor to Savannah Sugar Refining
Corporation, which was originally incorporated in New York in 1916.

Registrant and its subsidiaries collectively comprise one business segment
and are engaged in the production, marketing, and distribution of food
products, primarily refined sugar.

Registrant and its wholly-owned subsidiaries, Colonial Sugars, Inc. and
Everglades Sugar Refinery, Inc., are engaged in the refining and marketing of
a complete line of bulk, packaged and liquid sugars and sugar products,
including edible molasses, liquid animal feeds and corn syrup blends. These
products are marketed primarily in the southeastern portion of the United
States, Louisiana, and Texas, but are also widely distributed into other states
generally east of the Mississippi and south of New England. Packaged sugar is
marketed under the trade names DIXIE CRYSTALS(R), COLONIAL(R), EVERCANE(R),
but is also sold under Registrant's other controlled labels and under
customers' private label brands. These products are marketed both by means of
direct sales and through brokers and are primarily distributed directly to the
customer by common carrier truck or railcar.

Michigan Sugar Company, a wholly-owned subsidiary of Registrant, and its
wholly-owned subsidiary, Great Lakes Sugar Company, are engaged in the
processing of sugar beets into refined sugar and the production of beet pulp
and molasses. The refined sugar is marketed primarily in the states of
Michigan and Ohio, but is also distributed in the midwestern and eastern parts
of the United States. Packaged sugar is marketed under the trade name
PIONEER(R), but is also sold under customers' private label brands. These
products are marketed both by means of direct sales and through brokers and are
primarily distributed directly to the customer by common carrier truck or
railcar. Most of the beet pulp is pelletized and sold for export. The balance
is sold in the domestic market. The majority of the molasses is sold to
Registrant's beet molasses desugarization facility for further processing to
recover additional sugar.

Dixie Crystals(R) Foodservice, Inc., a wholly-owned subsidiary of
Registrant, produces and markets a line of sugar envelopes and portion control
items consisting of individual servings of salt, pepper, non-dairy creamer,
etc., under the trade names DIXIE CRYSTALS(R) and PIONEER(R), and under various
private labels. Foodservice also markets a saccharin-based sweetener under the
trade name of SWEET THING(R) and an aspartame-based sweetener under

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the trade name of SWEET THING II(R). These products are marketed to the food
service trade through-out the United States both by means of direct sales and
through brokers and are primarily shipped directly to customers by common
carrier truck.

King Packaging Company, Inc. a wholly-owned subsidiary of Dixie
Crystals(R) Foodservice, Inc., packs custom made meal kits for the food service
industry and provides complimentary products to the portion control products
manufactured at Registrant's other foodservice locations. These products are
marketed to the food service trade through-out the United States both by means
of direct sales and through brokers and are primarily shipped directly to
customers by common carrier truck.

Raceland Sugars, Inc., a wholly-owned subsidiary of Registrant, operates a
raw sugar mill and is engaged in the business of producing raw sugar which is
marketed in the Louisiana area. Additionally, the by-products, molasses and
bagasse, are currently sold in the domestic market.

During 1994, Registrant entered into agreements with a Mexican business
group to conduct several joint ventures in the Mexican sweetener industry. The
projects related to the joint ventures are in various stages of development,
but as of the end of fiscal 1994, none were operational nor had a material
amount of Registrant's assets been committed to the joint ventures.

Parent and Subsidiaries. The following list presents the relationship of
Registrant to its subsidiaries at October 2, 1994:

(a) *Michigan Sugar Company, a Michigan corporation, wholly-owned
subsidiary.

(b) *Great Lakes Sugar Company, an Ohio corporation, wholly-owned
subsidiary of Michigan Sugar Company.

(d) *Food Carrier, Inc., a Georgia corporation, wholly-owned
subsidiary.

(e) *Dixie Crystals(R) Foodservice, Inc., a Delaware corporation,
wholly-owned subsidiary.

(f) *Biomass Corporation, a Delaware corporation, wholly-owned
subsidiary.

(g) *Colonial Sugars, Inc., a Delaware corporation, wholly-owned
subsidiary.

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(h) *Savannah Sugar Refining Corporation, a Georgia corporation,
wholly-owned subsidiary.

(i) *Raceland Sugars, Inc., a Delaware corporation, wholly-owned
subsidiary.

(j) *Chatham Sugar Company, a Delaware corporation, wholly-owned
subsidiary.

(k) *South Coast Sugars, Inc., a Delaware corporation, wholly-owned
subsidiary.

(l) *Phoenix Packaging Corporation, a Delaware corporation,
wholly-owned subsidiary.

(m) *Pioneer Trading Company, a Virgin Islands corporation,
wholly-owned subsidiary of Michigan Sugar Company.

(n) *Savannah Investment Company, a Delaware corporation, wholly-owned
subsidiary.

(o) *King Packaging Company, Inc., a Georgia corporation, wholly-owned
subsidiary of Dixie Crystals(R) Foodservice, Inc.

(p) *Savannah International Company, a Delaware corporation,
wholly-owned subsidiary.

(q) *Savannah Packaging Company, a Delaware corporation, a
wholly-owned subsidiary of Savannah International Company.

(r) *Savannah Total Invert Company, a Delaware corporation, a
wholly-owned subsidiary of Savannah International Company.

(s) Refined Sugar Trading Institute, Inc., a Delaware corporation, an
Export Trading Company, is a non-profit corporation owned jointly
with a non-affiliated company.

*Indicates subsidiaries included in consolidated financial statements.

The operations of Registrant and its wholly-owned subsidiaries, Everglades
Sugar Refinery, Inc., Colonial Sugars, Inc., Michigan Sugar Company, Dixie
Crystals(R) Foodservice, Inc., and Raceland Sugars, Inc. comprise Registrant's
only significant product line which consists of sugar products.

Raw Materials. A large portion of the raw sugar for Registrant's Savannah
refinery and all the raw

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sugar for Registrant's wholly-owned subsidiary, Everglades Sugar Refinery,
Inc., is normally supplied by cane sugar producers in the state of Florida. A
large portion of the raw sugar for Registrant's subsidiary, Colonial Sugars,
Inc., is normally supplied by cane sugar producers in the state of Louisiana.
In the case of the Savannah refinery and Colonial Sugars, Inc.,
the remaining raw sugar requirements are purchased on the open market, and
consist of off-shore cargoes purchased directly and through raw sugar trade
houses. Registrant uses the futures market as a hedging mechanism, as
circumstances warrant.

Michigan Sugar Company and its subsidiary, Great Lakes Sugar Company,
process sugar beets under annual contracts from Michigan and Ohio farmers. The
land around the processing plants of the company is well suited to growing
sugar beets, and the company has not experienced difficulty in obtaining a
sufficient quantity of beets to support successful operation of its plants.
Under the contracts with the farmers, certain sales expenses and other
non-processing expenses are first deducted from the proceeds of refined sugar,
pulp, and molasses sales after which the balance is divided between the company
and the farmers.

Competition. All phases of the refined sugar business and all
geographic markets of the business engaged in by Registrant and its
subsidiaries are highly competitive. This Competition is not only with other
cane sugar refiners and beet sugar processors, but also with corn sweeteners,
artificial sweeteners, and with resellers who purchase all of these sweeteners.
Competing cane sugar refineries are located in Florida, Louisiana, Maryland,
New York, Texas, and California. Competing beet sugar processors are located
in California, Colorado, Idaho, Michigan, Minnesota, Montana, Nebraska, North
Dakota, Oregon, Texas, and Wyoming.

Competition is primarily based upon price, but is also based upon
product quality and customer service. At times, the cane sugar refiners are at
a competitive disadvantage to the beet sugar producers due to differing methods
by which raw materials are purchased. In the beet industry, the beet farmers
participate in any increase or decrease in the selling price of refined sugar.
However, in the cane industry, refiners purchase raw sugar at prices which are
kept artificially high by United States policy to support sugar farmers,
and which do not fluctuate in tandem with refined sugar selling prices.
Consequently, when competitive pressures reduce refined sugar prices, the
margins of beet sugar producers are affected less adversely than those of cane
sugar refiners.

Number of Employees. At October 2, 1994, Registrant and its subsidiaries
had 2,095 full-time employees. In addition, Michigan Sugar Company, Great
Lakes Sugar Company, and Raceland Sugars, Inc.

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employ a number of seasonal workers during the beet and cane processing
campaigns.

Item 2. Properties.

Registrant and its wholly-owned subsidiaries own and operate three cane
sugar refineries, two sugar melt and transfer facilities, five sugar beet
processing plants, a beet molasses desugarization facility, a raw sugar mill,
and four foodservice production facilities.

The three cane sugar refineries are located in Port Wentworth, Georgia;
Gramercy, Louisiana and Clewiston, Florida and are owned by Registrant,
Colonial Sugars, Inc. and Everglades Sugar Refinery, Inc., respectively. The
Port Wentworth facility borders the Savannah River and the Gramercy facility
borders the Mississippi River. Both of these locations include a deep water
dock with facilities for shipping and receiving ocean-going vessels.

Registrant owns sugar melt and transfer facilities in St. Louis, Missouri
and Ludlow, Kentucky. The St. Louis facility borders on the Mississippi River
and has a dock for receiving sugar and molasses shipments.

Michigan Sugar Company owns and operates four sugar beet processing plants
which are located in Caro, Carrollton, Sebewaing, and Croswell, Michigan.
Great Lakes Sugar Company owns and operates a sugar beet processing plant in
Fremont, Ohio and a storage facility in Findlay, Ohio. The beet molasses
desugarization facility, which is owned by Registrant, is located in Fremont,
Ohio.

Dixie Crystals(R) Foodservice, Inc. owns two production facilities,
located in Perrysburg, Ohio and Visalia, California, and leases one facility in
Savannah, Georgia. At the end of the lease term, Registrant may purchase the
Savannah facility for $10.00. Also, King Packaging Company, Inc. owns and
operates a packaging facility in Bremen, Georgia.

Raceland Sugars, Inc. owns and operates a raw sugar mill in Raceland,
Louisiana. In addition to its milling operations, Raceland produces and
harvests sugar cane for use at its mill. These farming operations are done
largely on leased land.

The facilities listed above provide Registrant with sufficient productive
capacity to meet the demands of its current markets.

Item 3. Legal Proceedings.

Not applicable.

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Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1994.

PART II

Item 5. Market for Registrant's Common Stock and Related
Stockholder Matters.

Registrant's common stock, par value $.25 per share ("Common Stock"),
is presently listed and traded on the New York Stock Exchange ("NYSE") under
the symbol "SFI". (Until October 14, 1992, it was traded in the
over-the-counter market under the symbol "SVAN".) The following table sets
forth for the periods indicated the high and low sales prices on the NYSE
composite tape for when the Common Stock was traded on the NYSE and the high
and low bids for the Common Stock for when it was quoted on the NASDAQ National
Market System. The bids set forth below do not include retail mark-ups,
mark-downs, or commissions and the prices represent quotations between dealers
and may not necessarily represent actual transactions. The information
provided has been adjusted to the nearest 1/8 and was compiled from quotations
furnished by the National Association of Securities Dealers, Inc. and the New
York Stock Exchange. Registrant has paid cash dividends on its common stock
every year since 1924. The following information is for the twelve-month
period ended January 3, 1993, the nine-month period ended October 3, 1993 and
the twelve-month period ended October 2, 1994:

<TABLE>
<CAPTION>
Quarter Dividends
Ended High Low Paid
-------- -------- ------- ---------
<S> <C> <C> <C>
03/29/92 $20.500 $16.250 $.130
06/28/92 19.000 14.750 .130
09/27/92 18.000 14.500 .130
01/03/93 16.875 13.625 .135
-----
$.525
=====

04/04/93 $16.750 $13.500 $.135
07/04/93 16.625 14.125 .135
10/03/93 17.875 15.125 .135
-----
$.405
=====

01/02/94 $16.500 $13.000 $.135
04/03/94 15.375 10.500 .135
07/03/94 12.250 10.000 .135
10/02/94 12.750 10.375 .135
-----
$.540
=====

</TABLE>

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As of October 2, 1994, the following indicates the number of holders
of record of equity securities:

Title of Class Number of Record Holders
-------------- ------------------------
Common Stock 3,462

Item 6. Selected Financial Data.

See following pages.

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SAVANNAH FOODS & INDUSTRIES, INC.
SUMMARY OF OPERATIONS

(In thousands except for per share amounts and ratios)

<TABLE>
<CAPTION>
Fiscal Period Ended
----------------------------------------------------------------------------
October 2, October 3, January 3, December 29, December 30,
1994 1993 (1) 1993 1991 1990
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS FOR THE FISCAL PERIOD
Net sales........................................ $1,074,367 $ 818,116 $1,138,114 $1,199,710 $1,213,721
Income from operations (excludes other income
and expenses, taxes and change in accounting
principle)..................................... 20,297 11,839 49,143 66,884 80,837
Income before change in accounting principle..... 5,743 1,986 27,340 38,260 48,628
Net income (2)................................... 5,743 2,586 9,170 38,260 48,628
Other income statement information:
Depreciation and amortization expense.......... 28,972 19,362 23,705 20,510 17,626
Interest expense............................... 13,380 10,226 10,526 9,820 9,672
Provision for income taxes..................... 2,863 1,155 13,628 21,798 26,249
Cash dividends declared.......................... 14,169 10,627 13,890 13,116 10,539
Capital expenditures (3)......................... 23,367 40,111 45,301 55,661 41,558
- -------------------------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION AT THE END OF THE FISCAL PERIOD
Current assets................................... $198,880 $269,990 $371,387 $356,769 $309,916
Current liabilities.............................. 85,140 154,760 233,519 223,104 178,531
Working capital.................................. 113,740 115,230 137,868 133,665 131,385
Property, plant and equipment - gross............ 422,695 408,158 355,435 318,391 268,252
Accumulated depreciation......................... 180,810 159,111 129,306 112,092 97,295
Total assets..................................... 486,127 567,852 635,755 581,819 495,585
Long-term debt................................... 140,224 142,078 126,464 94,364 77,411
Stockholders' equity............................. 188,174 194,714 210,620 224,275 201,387
- -------------------------------------------------------------------------------------------------------------------------------
PER SHARE
Weighted average shares outstanding.............. 26,238 26,238 26,491 26,782 27,069
Shares outstanding at end of fiscal period 26,238 26,238 26,238 26,723 26,853
Income before change in accounting principle per
weighted average share outstanding............. $ .22 $ .08 $ 1.03 $ 1.43 $ 1.80
Net income per weighted average share
outstanding (2)................................ .22 .10 .35 1.43 1.80
Dividends declared per share..................... .54 .405 .525 .49 .39
Stockholders' equity per share (4)............... 7.17 7.42 8.03 8.39 7.50

RATIOS
Current assets divided by current liabilities.... 2.32 1.74 1.59 1.60 1.74
Long-term debt divided by total long-term debt
and stockholders' equity....................... .43 .42 .38 .30 .28
Tax expense divided by pre-tax income............ .33 .37 .33 .36 .35
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) On July 21, 1993, the Company changed its fiscal year end from the
Sunday closest to December 31 to the Sunday closest to September 30.
As a result, the fiscal period ended October 3, 1993 represents a
nine-month period. For further information, see Note 2 to the
accompanying consolidated financial statements.

(2) The Company adopted FAS 109, "Accounting for Income Taxes" during the
fiscal period ended October 3, 1993 and adopted FAS 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" during the
fiscal period ended January 3, 1993. For more information, see Notes
7 and 10 to the accompanying consolidated financial statements.

(3) Capital expenditures include $4,757 for the acquisition of King
Packaging Company, Inc. fixed assets in July 1993 and $15,798 for the
acquisition of Raceland Sugars, Inc. fixed assets in October 1991.

(4) Based on shares outstanding at end of fiscal period.

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Item 7. Management's Discussion and Analysis of the Company's
Financial Position and Results of Operations.

Change in fiscal year end:

On July 21, 1993, the Company changed its fiscal year end from the
Sunday closest to December 31 to the Sunday closest to September 30, beginning
with the fiscal period ended October 3, 1993. The decision to change the
fiscal year end was made to conform the Company's financial reporting year to
the natural business year of the sugar industry. This is further discussed in
Notes 1 and 2 to the consolidated financial statements.

Liquidity

In 1994 the Company expanded its Total Quality Program to include a
working capital reduction program. The purpose of this program is to minimize
operating working capital, defined as non-cash assets and non-interest bearing
liabilities including dividends payable, and to therefore improve liquidity.
The program has been successful and the Company's liquidity improved by
$24,758,000. The improved liquidity is primarily represented by an increase in
cash and equivalents of $20,955,000 and a decrease in short-term debt of
$26,300,000 net of a decrease in investments included in other current assets
in 1993 of $19,733,000. Operating working capital decreased by $26,248,000.
This decrease was primarily in inventories ($60,299,000) and accounts
receivable ($11,254,000) net of a decrease in accounts payable ($49,457,000).
During 1994 about $1,490,000 of the decrease in operating working capital was
used to fund expenditures (primarily dividends and capital additions, net of
asset sales) in excess of net income adjusted for non-cash transactions.

Capital Resources

Long-term debt, excluding the current portion, decreased $1,854,000 as
a result of debt payments. Changes in debt and equity resulted in an increase
from 42% to 43% in the ratio of long-term debt to total capital. At October 2,
1994, the Company had $145,000,000 in revolving credit facilities, of which
$20,000,000 was outstanding as long-term debt. The Company had no short-term
debt as of October 2, 1994. The remaining available balance of $125,000,000
is intended to meet working capital and other cash needs as they arise. All of
the $145,000,000 of available facilities are committed through September 30,
1996. The revolving credit facilities, in general, enable the Company to
borrow at the banks' cost of funds plus 1/2%.

In addition, Michigan Sugar Company and Raceland Sugars, Inc. can
borrow from the Commodity Credit Corporation against their respective sugar
inventory balances to meet working capital requirements and to provide a hedge
against reduced refined sugar selling prices.

At October 2, 1994, stockholders' equity was $188,174,000 compared to
equity at October 3, 1993, of $194,714,000. Equity increased as a result of
earnings of $5,743,000 for the year ended October 2, 1994, a

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reduction in the minimum pension liability of $1,243,000, and a reduction in
the note receivable from the employee stock ownership plan of $643,000.
Dividends decreased equity by $14,169,000.

Fixed asset additions during the year ended October 2, 1994, were
$23,367,000 and proceeds from sale of fixed assets were $3,309,000. The
capital expenditures were primarily upgrading and installing sugar packaging
and production equipment and concentrated on cost saving or expansion projects
which are expected to benefit the Company through increased efficiency,
improved quality control and expanded operational capabilities. The Company
expects that expenditures for fixed assets, net of cash receipts from
disposals, in fiscal 1995 will approximate $17,000,000.

Effective December 30, 1991, the first day of the year ended January
3, 1993, the Company adopted Statement of Financial Accounting Standards No.
106 - Employers' Accounting for Postretirement Benefits Other Than Pensions
(FAS 106). The cumulative effect of adopting FAS 106 was a one-time noncash
charge of $18,170,000, net of tax benefits, or $.68 per share. This new
accounting standard does not impact the cash flows of the Company. For further
information, see Note 10 to the accompanying consolidated financial statements.

Effective January 4, 1993, the first day of the nine-month period
ended October 3, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109 - Accounting for Income Taxes (FAS 109). The cumulative
effect of adopting FAS 109 was a one-time noncash credit to income of $600,000,
or $.02 per share. The credit was recorded as the cumulative effect of a
change in an accounting principle. This new accounting standard does not
impact the cash flows of the Company. For further information, see Note 7 to
the accompanying consolidated financial statements.

Results of Operations

Year ended October 2, 1994 and nine months ended October 3, 1993

The Company's net income for the fiscal year ended October 2, 1994
(fiscal 1994) was $5,743,000, or $.22 per share, compared to income of
$2,586,000, or $.10 per share, for the nine months ended October 3, 1993
(fiscal 1993). Income for fiscal 1993 includes a $3,030,000 charge to net
income (a $4,900,000 increase in cost of sales, net of the associated
$1,870,000 income tax benefit) related to a LIFO inventory liquidation at
Michigan Sugar as further discussed in Note 2 to the consolidated financial
statements and a $600,000 cumulative effect credit due to adopting FAS 109.
Income for fiscal 1993 before the cumulative effect of adopting FAS 109 was
$1,986,000 or $.08 per share. Average weekly sales volume and prices were down
in fiscal 1994 compared to fiscal 1993 due to competitive pressure from beet
sugar producers marketing a larger beet crop along with additional sugar
carried over from the previous year.

Productivity increased again in fiscal 1994 at the cane refineries.
However, higher raw sugar costs caused by a low raw sugar quota reduced

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average weekly operating income in this division compared to fiscal 1993.

Michigan Sugar's average weekly sales volume increased 4% in fiscal
1994 due to a larger crop in Michigan and a carry over from the previous crop.
However, average weekly operating income dropped from fiscal 1993 due to lower
beet pulp prices and a smaller beet crop in Ohio.

Dixie Crystals Foodservice's average weekly operating income decreased
from fiscal 1993 due to higher sugar costs and competitive pricing pressures.
Cost cutting programs which lowered manufacturing costs helped minimize the
impact of these negative factors.

Raceland Sugars, Inc. showed a significant increase in average weekly
operating income in fiscal 1994 compared to fiscal 1993 as a result of higher
raw sugar prices in 1994.

Selling, general and administrative expenses decreased 7% on an
average weekly basis in fiscal 1994 from fiscal 1993 primarily due to a
reduction in storage costs achieved through a production optimization program.

Interest expense decreased slightly on an average weekly basis in
fiscal 1994 due to lower short-term borrowings.

The effective income tax rate for fiscal 1994 was 33% compared to 37%
in fiscal 1993. The lower tax rate in fiscal 1994 is primarily due to lower
state income tax expense.

The outlook is brighter for fiscal 1995. On October 1, 1994, the U.S.
Department of Agriculture implemented marketing allotments which should limit
the amount of beet sugar which can be sold in the United States. The continued
expansion of beet sugar and the resulting negative impact on refined sugar
prices has depressed the Company's earnings over the last four years.
Marketing allotments are intended to raise refined selling prices to prevent
forfeiture of sugar under loan with the Commodity Credit Corporation.

Additionally, higher sugar content of beets in Michigan and Ohio,
processing more sugar cane at our Raceland raw sugar mill, and an emphasis on
reducing costs and promoting value-added products which are not impacted by
government legislation should continue to add to the Company's profitability.

Nine months ended October 3, 1993 and year ended January 3, 1993

The Company's net income for the nine months ended October 3, 1993,
(fiscal 1993) was $2,586,000, or $.10 per share, compared to income of
$9,170,000, or $.35 per share, for the year ended January 3, 1993 (fiscal
1992). The Company's net income for fiscal 1992 includes the impact of
adopting FAS 106. Income for fiscal 1992 before the cumulative effect of
adopting FAS 106 was $27,340,000, or $1.03 per share. Average weekly sales
volume and prices were down in fiscal 1993

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compared to fiscal 1992 due to competitive pressure from beet sugar producers
and cane refiners fighting for market share.

Productivity at the cane refineries during fiscal 1993 was excellent.
The Colonial refinery set an average daily production record, and the Savannah
refinery just missed doing likewise.

Michigan Sugar's average weekly sales volume increased 17% in fiscal
1993 due to a larger beet crop compared to fiscal 1992. However, sugar and
byproduct pricing were down and average weekly operating income decreased from
fiscal 1992.

Dixie Crystals Foodservice showed good improvements in sales and
profits on an average weekly basis when compared to fiscal 1992. Lower
manufacturing costs were achieved through the move of the Savannah facility to
its new location.

Raceland Sugars, Inc. showed an increase in average weekly operating
income as a result of higher sales volume offset set by lower raw sugar prices.

Selling, general and administrative expenses increased in fiscal 1993
on an average weekly basis due to higher selling costs at Michigan Sugar caused
by a larger beet crop and higher administrative costs.

Interest expense increased primarily due to the increased long-term
debt acquired in the latter part of fiscal 1992 and the acquisition of King
Packaging in July 1993.

The effective tax rate for fiscal 1993 was 37% compared to 33% in
fiscal 1992. The higher tax rate in fiscal 1993 is due to a 1% increase in the
statutory rate in 1993 and to the receipt of non-taxable life insurance
proceeds in 1992.

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Item 8. Financial Statements and Supplementary Data.

(a) Financial Statements: Page
----

Report of Independent Accountants 15

Consolidated Balance Sheets at October 2, 1994
and October 3, 1993 16

Consolidated Statements of Operations for the
fiscal periods ended October 2, 1994,
October 3, 1993 and January 3, 1993 17

Consolidated Statements of Changes in Stockholders'
Equity for the fiscal periods ended October 2, 1994,
October 3, 1993 and January 3, 1993 18

Consolidated Statements of Cash Flows for the
fiscal periods ended October 2, 1994, October 3, 1993
and January 3, 1993 19

Notes to Consolidated Financial Statements 20

(b) Financial Statement Schedules for the fiscal
periods ended October 2, 1994, October 3, 1993
and January 3, 1993:

V - Property, Plant and Equipment 37

VI - Accumulated Depreciation and
Amortization of Property,
Plant and Equipment 38

Other schedules are omitted because they are not applicable, or the
required information is shown in the financial statements or notes thereto.

14
<PAGE> 15

Report of Independent Accountants
---------------------------------

November 18, 1994

To the Stockholders and Board of Directors of
Savannah Foods & Industries, Inc.

In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Savannah Foods & Industries, Inc. at October 2, 1994, and October
3, 1993, and the results of their operations and their cash flows for the
fifty-two weeks ended October 2, 1994, the thirty-nine weeks ended October 3,
1993 and the fifty-three weeks ended January 3, 1993, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

As discussed in Notes 7 and 10 to the financial statements, the Company changed
its methods of accounting for income taxes and accounting for postretirement
benefits other than pensions, during the thirty-nine weeks October 3, 1993 and
the fifty-three weeks ended January 3, 1993, respectively.

PRICE WATERHOUSE LLP

Savannah, Georgia

15
<PAGE> 16

SAVANNAH FOODS & INDUSTRIES, INC.
Consolidated Balance Sheets
(In thousands except for shares and per share amounts)

<TABLE>
<CAPTION>
October 2, October 3,
1994 1993
---------- ----------
<S> <C> <C>
Assets

Current assets:
Cash and cash equivalents (Note 1) $ 28,436 $ 7,481
Accounts receivable 75,776 87,030
Inventories (net of LIFO reserve of $8,889 in
1994 and $9,011 in 1993) (Notes 1 and 4) 85,340 145,639
Other current assets (Notes 1 and 7) 9,328 29,840
-------- --------
Total current assets 198,880 269,990
Property, plant and equipment (net of accumulated
depreciation of $180,810 in 1994 and
$159,111 in 1993) (Notes 1 and 5) 241,885 249,047
Other assets (Notes 1, 9 and 10) 45,362 48,815
-------- --------
$486,127 $567,852
======== ========
Liabilities and Stockholders' Equity

Current liabilities:
Short-term borrowings (Note 6) $ - $ 26,300
Current portion of long-term debt (Note 6) 1,643 2,421
Trade accounts payable 56,953 106,410
Dividends payable 3,542 -
Other liabilities and accrued expenses 23,002 19,629
-------- --------
Total current liabilities 85,140 154,760
-------- --------
Long-term debt (Note 6) 140,224 142,078
-------- --------
Deferred income taxes (Note 7) - 3,951
-------- --------
Deferred employee benefits (Notes 9 and 10) 72,589 72,349
-------- --------

Stockholders' equity (Notes 6 and 8):
Common stock $.25 par value; $.55 stated value;
64,000,000 shares authorized; 31,306,800 shares issued 17,365 17,365
Capital in excess of stated value 12,190 12,190
Retained earnings 202,065 210,491
Minimum pension liability adjustment (Note 9) (8,210) (9,453)
-------- --------
223,410 230,593
Less - Treasury stock, at cost (5,068,604 shares) 31,275 31,275
- Note receivable from employee stock ownership
plan 3,961 4,604
-------- --------
Total stockholders' equity 188,174 194,714
Commitments and contingencies (Note 11) - -
-------- --------
$486,127 $567,852
======== ========
</TABLE>

(The accompanying notes are an integral part of the financial statements.)

16
<PAGE> 17

SAVANNAH FOODS & INDUSTRIES, INC.
Consolidated Statements of Operations
(In thousands except for shares and per share amounts)

<TABLE>
<CAPTION>
Fiscal Period Ended (Notes 1 and 2)
--------------------------------------------
October 2, October 3, January 3,
1994 1993 1993
(52 weeks) (39 weeks) (53 weeks)
---------- ---------- ----------
<S> <C> <C> <C>
Net sales $1,074,367 $ 818,116 $1,138,114
---------- ---------- ----------
Operating expenses:
Cost of sales and operating
expenses 971,706 743,731 1,008,658
Selling, general and
administrative expenses 53,392 43,184 56,608
Depreciation and amortization
(Note 1) 28,972 19,362 23,705
---------- ---------- ----------
1,054,070 806,277 1,088,971
---------- ---------- ----------
Income from operations 20,297 11,839 49,143
---------- ---------- ----------
Other income and (expenses):
Interest and other investment
income 2,170 1,412 1,747
Interest expense (Note 6) (13,380) (10,226) (10,526)
Other income (expense) (481) 116 604
---------- ---------- ----------
(11,691) (8,698) (8,175)
---------- ---------- ----------
Income before income taxes and
change in accounting principle 8,606 3,141 40,968
Provision for income taxes
(Notes 1 and 7) 2,863 1,155 13,628
---------- ---------- ----------
Income before change in
accounting principle 5,743 1,986 27,340
Cumulative effect of change in
accounting principle
(Notes 1, 7 and 10) - 600 (18,170)
---------- ---------- ----------
Net income $ 5,743 $ 2,586 $ 9,170
========== ========== ==========
Income per weighted average
share outstanding:
Income before change in
accounting principle $ .22 $ .08 $1.03
Cumulative effect of change
in accounting principle - .02 (.68)
---------- ---------- ----------
Net income $ .22 $ .10 $ .35
---------- ---------- ----------

Weighted average shares
outstanding 26,238,196 26,238,196 26,490,701
========== ========== ==========
</TABLE>

(The accompanying notes are an integral part of the financial statements.)

17
<PAGE> 18

SAVANNAH FOODS & INDUSTRIES, INC.
Consolidated Statements of Changes in Stockholders' Equity
(In thousands except for shares and per share amounts)
<TABLE>
<CAPTION>
Note Receivable
Minimum from
Capital in Pension Employee Stock
Common Excess of Retained Liability Treasury Ownership
Stock Stated Value Earnings Adjustment Stock Plan Total
------ ------------ -------- ---------- -------- --------------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 29, 1991 $17,365 $12,120 $223,252 $ - $(23,516) $(4,946) $224,275
Net income 9,170 9,170
Cash dividends declared
($.525 per share) (13,890) (13,890)
Sale of treasury stock -
113,590 shares 70 2,146 2,216
Acquisition of treasury stock -
598,425 shares (9,905) (9,905)

Increase in minimum pension
liability adjustment (1,437) (1,437)
Decrease in note receivable from
employee stock ownership plan 191 191
------- ------- -------- ------- -------- ------- --------
Balance at January 3, 1993 17,365 12,190 218,532 (1,437) (31,275) (4,755) 210,620
Net income 2,586 2,586
Cash dividends declared
($.405 per share) (10,627) (10,627)

Increase in minimum pension
liability adjustment (8,016) (8,016)
Decrease in note receivable from
employee stock ownership plan 151 151
------- ------- -------- ------- -------- ------- --------
Balance at October 3, 1993 17,365 12,190 210,491 (9,453) (31,275) (4,604) 194,714
Net income 5,743 5,743
Cash dividends declared
($.54 per share) (14,169) (14,169)

Decrease in minimum pension
liability adjustment 1,243 1,243
Decrease in note receivable from
employee stock ownership plan 643 643
------- ------- -------- ------- -------- ------- --------
Balance at October 2, 1994 $17,365 $12,190 $202,065 $(8,210) $(31,275) $(3,961) $188,174
======= ======= ======== ======= ======== ======= ========
</TABLE>

(The accompanying notes are an integral part of the financial statements.)

18
<PAGE> 19

SAVANNAH FOODS & INDUSTRIES, INC.
Consolidated Statements of Cash Flows
(In thousands of dollars)

<TABLE>
<CAPTION>
Fiscal Period Ended (Notes 1 and 2)
---------------------------------------------
October 2, October 3, January 3,
1994 1993 1993
(52 weeks) (39 weeks) (53 weeks)
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operations:
Net income $ 5,743 $ 2,586 $ 9,170
Adjustments to reconcile net income
to net cash provided by operations -
Depreciation and amortization 28,972 19,362 23,705
Cumulative effect of change in
accounting principle - (600) 18,170
Provision for deferred income taxes (5,283) 6,986 239
Other 865 204 1,619
Changes in balance sheet accounts -
Accounts receivable 11,254 (25,347) 388
Inventories 60,299 133,498 (56,991)
Other current assets 2,657 (1,092) 1,008
Trade accounts payable (49,457) (39,441) 30,573
Income taxes accrued - (17,593) (2,636)
Accrued expenses related to beet
operations - (22,884) (125)
Other liabilities and accrued expense 3,373 (1,951) (7,379)
Other 2,331 1,547 1,475
------- -------- -------
Cash provided by operations 60,754 55,275 19,216
------- -------- -------
Cash flows from investing activities:
Additions to property, plant and equipment (23,367) (35,354) (45,301)
Proceeds from sale of property, plant
and equipment 3,309 2,342 1,550
Acquisition of short-term investments
included in "Other current assets" - (4,220) (11,169)
Liquidation of short-term investments
included in "Other current assets" 19,708 - -
Purchase of King Packaging Company, Inc. - (8,925) -
Acquisition of long-term investments - (3,237) (1,608)
Changes in escrow balances related
to industrial revenue bonds 3,669 460 (13,124)
Other (3,335) 198 (4,213)
------- -------- -------
Cash used for investing activities (16) (48,736) (73,865)
------- -------- -------
Cash flows from financing activities:
Decrease in short-term borrowings (26,300) (3,700) (9,674)
Increase in long-term debt - 10,111 83,300
Payments of long-term debt (2,632) (1,337) (51,544)
Dividends declared to stockholders (14,169) (10,627) (13,890)
Increase in dividends payable 3,542 - -
Treasury stock repurchases - - (9,905)
Treasury stock issues - - 2,216
Other (224) (1,484) 2,539
------- -------- -------
Cash (used for) provided by financing activities (39,783) (7,037) 3,042
------- -------- -------
Cash flows for period 20,955 (498) (51,607)
Cash and cash equivalents, beginning of period 7,481 7,979 59,586
------- -------- -------
Cash and cash equivalents, end of period $28,436 $ 7,481 $ 7,979
======= ======== =======
</TABLE>

(The accompanying notes are an integral part of the financial statements.)

19
<PAGE> 20

SAVANNAH FOODS & INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies:

Fiscal year - As described in Note 2, the Company changed its fiscal year
end from the Sunday closest to December 31 to the Sunday closest to September
30. The fiscal periods ended October 2, 1994, October 3, 1993 and January 3,
1993 include 52 weeks, 39 weeks and 53 weeks, respectively.

Principles of consolidation and business segments - The consolidated
financial statements include the accounts of the Company and its subsidiaries,
all of which are wholly-owned. The Company has one primary business segment -
Sugar Products.

Changes in accounting principles - As discussed in Note 7, Statement of
Financial Accounting Standards No. 109 - Accounting for Income Taxes (FAS 109)
was prospectively adopted effective January 4, 1993, the first day of the
fiscal period ended October 3, 1993. As discussed in Note 9, Statement of
Financial Accounting Standards No. 106 - Employers' Accounting for
Postretirement Benefits Other Than Pensions (FAS 106) was adopted effective
December 30, 1991, the first day of the fiscal period ended January 3, 1993.

Cash equivalents - Cash equivalents include all investments purchased with
an original maturity of 90 days or less which have virtually no risk of loss of
value of the principal amount of the investment.

Inventories - Inventories are valued at the lower of cost or market. Cost
is determined by the last-in, first-out (LIFO) method for sugar, packaging
materials, and certain other items. Costs for maintenance parts, sugar cane
and other non-sugar products are determined using the first-in, first-out
(FIFO) and moving average methods.

Futures transactions and interest rate swaps - The Company uses futures and
other financial instruments as hedges in its inventory purchasing and cash
management programs. Gains and losses on such transactions related to
inventory are matched to specific inventory purchases and charged or credited
to cost of sales as such inventory is sold. Gains and losses on transactions
related to loans are included in interest expense during the period in which
the related instruments are outstanding. In connection with the Company's
futures trading activity, the Company maintains deposits with futures brokers.
These deposits are included in "Other current assets".

Investments in marketable securities - At October 3, 1993, the Company had
invested in marketable securities directly and through certain investment
partnerships and mutual funds. The estimated fair market value of these
investments approximated the carrying value of $19,733,000 based on quoted
market prices and dealer quotes. These

20
<PAGE> 21

investments are included in "Other current assets" at October 3, 1993. No
investments in marketable securities are held at October 2, 1994.

Amortization of intangibles - The Company has intangible assets included in
"Other assets" aggregating $8,031,000 and $10,648,000 at October 2, 1994 and
October 3, 1993, respectively. These assets are being amortized over five
years. Amortization expense for the fiscal periods ended October 2, 1994,
October 3, 1993 and January 3, 1993 was $2,617,000, $1,363,000 and $1,328,000,
respectively.

Property, plant and equipment - Property, plant and equipment is valued at
cost less accumulated depreciation and amortization. For financial reporting
purposes, depreciation is computed on the straight-line method. Accelerated
depreciation methods are used for tax purposes on $266,294,000 of equipment.

Accrued expenses related to beet and sugar cane operations - The Company's
beet and sugar cane processing plants are generally operated from October
through February and then, from March through September, are repaired for the
next processing cycle. As sugar is processed from October through February,
the Company accrues estimated repair costs and other costs to be incurred in
March through September and includes such costs in inventory and, as the sugar
is sold, in cost of sales. In contrast, some sugar processors capitalize such
costs and include them as prepaid expenses related to the next processing
cycle.

Fair value of financial instruments - For cash, cash equivalents, accounts
receivable, accounts payable, accrued expenses and short-term borrowings, the
carrying amounts approximate fair value because of the short maturities of
these instruments. See Note 6 for discussion of the fair value of long-term
debt.

Revenue recognition - The Company recognizes revenue as product is shipped.

Reclassifications - Certain prior year amounts have been reclassified to
conform to current year presentation.

21
<PAGE> 22

Note 2 - Change in Fiscal Year End:

In July 1993, the Company changed its fiscal year end from the Sunday
closest to December 31 to the Sunday closest to September 30 in order to
conform the Company's financial reporting to the natural business year of the
sugar industry. Inventory quantities are significantly lower at the end of the
new fiscal year than at the end of a calendar year. Therefore, as a
consequence of the change in fiscal year end the Company experienced a LIFO
inventory liquidation and recorded a charge to operations of $3,030,000, net of
tax of $1,870,000, during the fiscal period ended October 3, 1993. To aid
comparative analysis, the Company has presented below results of operations
(condensed) for the nine-month periods ended October 3, 1993 and September 27,
1992 (in thousands except for shares and per share amounts):

<TABLE>
<CAPTION>
Fiscal Period Ended
---------------------------------------
October 3, September 27,
1993 1992
(Unaudited)
------------------- -----------------
<S> <C> <C>
Net sales $ 818,116 $ 833,341
Operating expenses 806,277 798,974
---------- ----------
Income from operations 11,839 34,367
Other income and (expenses) (8,698) (6,740)
---------- ----------
Income before income taxes and
change in accounting principle 3,141 27,627
Provision for income taxes 1,155 9,903
---------- ----------
Income before change in
accounting principle 1,986 17,724
Cumulative effect of change in
accounting principle 600 (18,170)
---------- ----------
Net income (loss) $ 2,586 $ (446)
========== ==========

Income per weighted average share
outstanding:

Income before change in accounting
principle $.08 $ .67
Cumulative effect of change in
accounting principle .02 (.69)
---------- ----------

Net income (loss) $.10 $(.02)
========== ==========

Weighted average shares outstanding 26,238,196 26,571,834
========== ==========
</TABLE>

22
<PAGE> 23

Additionally, to aid comparative analysis of the fiscal periods ended
October 2, 1994 and January 3, 1993, the Company has presented below the pro
forma condensed consolidated statements of operations through income before
change in accounting principle for the fiscal year ended October 2, 1994 and
for the fiscal year ended October 3, 1993, as included in the 1993 Annual
Report. The amounts are presented without the LIFO charge discussed above (in
thousands except for shares and per share amounts):

<TABLE>
<CAPTION>
Fiscal Year Ended
---------------------------------------
October 2, October 3,
1994 1993
(pro forma)
------------------- -----------------
<S> <C> <C>
Net sales $1,074,367 $1,122,889
Operating expenses 1,054,070 1,091,374
---------- ----------
Income from operations 20,297 31,515
Other income and (expenses) (11,691) (10,132)
---------- ----------
Income before income taxes and
change in accounting principle 8,606 21,383
Provision for income taxes 2,863 6,750
---------- ----------
Income before change in
accounting principle $ 5,743 $ 14,633
========== ==========

Income per weighted average
share outstanding before change
in accounting principle $.22 $.56
========== ==========

Weighted average shares outstanding 26,238,196 26,245,194
========== ==========
</TABLE>

Note 3 - Acquisition:

On July 7, 1993, the Company acquired the outstanding common stock of King
Packaging Company, Inc., a supplier of plastic cutlery and customized meal kits
to the foodservice and healthcare industries. The acquisition was accounted
for as a purchase, and the acquisition costs of the assets acquired and the
liabilities assumed are as follows (in thousands of dollars):

Current assets $10,330
Inventories 1,770
Property, plant and equipment 4,757
Value of non-compete agreements 8,203
Other assets 290
-------
Assets acquired 25,350
Liabilities assumed (977)
-------
$24,373
=======

23
<PAGE> 24

Note 4 - Inventories:

A summary of inventories by method of pricing and class is as follows:

<TABLE>
<CAPTION>
October 2, October 3,
1994 1993
---------- ----------
(In thousands of dollars)
<S> <C> <C>
Last-in, first-out $46,952 $104,005
First-in, first-out 9,350 9,137
Moving average 29,038 32,497
------- --------
$85,340 $145,639
------- --------

Raw materials and work-in-process $26,924 $ 76,802
Packaging materials, parts and
supplies 27,115 26,002
Finished goods 31,301 42,835
------- --------
$85,340 $145,639
======= ========
</TABLE>

During the fiscal period ended October 2, 1994, inventory quantities were
reduced. This reduction resulted in a liquidation of LIFO inventory quantities
carried at lower costs prevailing in prior years as compared with the cost of
fiscal 1994 purchases, the effect of which decreased cost of goods sold by
approximately $1,762,000 and increased net income by approximately $1,097,000
or $.04 per share.

The replacement cost of inventories exceeded reported cost by approximately
$10,013,000 at October 2, 1994 and $11,616,000 at October 3, 1993.

Note 5 - Property, Plant and Equipment:

Property, plant and equipment is summarized as follows:

<TABLE>
<CAPTION>
October 2, October 3,
1994 1993
---------- ----------
(In thousands of dollars)
<S> <C> <C>
Land $ 8,417 $ 8,405
Buildings 91,053 87,162
Machinery and equipment 314,530 289,442
Leasehold improvements 1,159 1,159
Projects-in-process 7,536 21,990
-------- --------
422,695 408,158
Less - Accumulated depreciation
and amortization (180,810) (159,111)
-------- --------
$241,885 $249,047
======== ========
</TABLE>

Repairs and maintenance expense was $31,584,000 for the fiscal period ended
October 2, 1994, $26,706,000 for the fiscal period ended October 3, 1993 and
$33,879,000 for the fiscal period ended January 3, 1993.

24
<PAGE> 25

Note 6 - Long-term Debt and Credit Arrangements:

Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
October 2, October 3,
1994 1993
---------- ----------
(In thousands of dollars)
<S> <C> <C>
Senior notes - $50,000 Series A at 8.35% and
$20,000 Series B at 7.15% payable
through 2002 $ 70,000 $ 70,000
Long-term debt supported by revolving credit
facilities with banks 20,000 20,000
Notes payable to banks from 1996 to 1998 related
to the ESOP 15,500 15,500
Industrial revenue bonds 28,000 28,000
Present value of non-compete agreements related to
the purchase of King Packaging, payable monthly
from 1993 to 1998, discounted at 5% 6,314 7,808
Other notes and capital leases payable 2,053 3,191
-------- --------
141,867 144,499
Less - Current portion (1,643) (2,421)
-------- --------
$140,224 $142,078
======== ========
</TABLE>

During the fiscal period ended January 3, 1993, the Company entered into a
10-year loan for $70,000,000 with three insurance companies. Series A for
$50,000,000 has a fixed interest rate of 8.35% and Series B for $20,000,000 has
a fixed interest rate of 7.15%. These funds were used to finance capital
projects at existing production facilities and to repay long-term debt
outstanding under the Company's revolving credit lines.

At October 2, 1994, the Company had $145,000,000 in revolving credit
facilities with banks which are committed through September 1996. The Company
has $20,000,000 outstanding under these facilities which it treats as long-term
debt. The revolving credit facilities, in general, enable the Company to
borrow funds at the banks' cost of funds plus approximately 1/2%. The Company
pays an annualized commitment fee of 3/16% on the unused portion of these
facilities.

At October 2, 1994, the Company had $15,500,000 in notes payable related to
the Employee Stock Ownership Plan (ESOP). These notes carry a tax-advantaged
rate of interest equal to about 85% of LIBOR. The rates averaged 3.08% and
3.40% during the fiscal periods ended October 2, 1994 and October 3, 1993,
respectively. See further discussion of the ESOP at Note 10.

The $28,000,000 industrial revenue bonds consist of two issues of bonds for
$4,500,000 each due in 2000, an issue for $3,500,000 due in 2003, an issue for
$2,500,000 due in 2005, an issue for $6,000,000 due in 2007, and an issue for
$7,000,000 due in 2017. The rate on these bonds can vary as frequently as
every seven days in order to sell the bonds at par value. During the fiscal
period ended October 2, 1994 and the fiscal period ended October 3, 1993, the
average interest rate on these bonds was 2.7% and 2.5%, respectively. If the
two $4,500,000 bonds cannot be sold, the Company has an agreement with a bank
which acts as the marketing agent for the bonds whereby the bank would buy and
hold the bonds until their maturity and would receive interest at a rate of 65%
of the prime interest rate. If the other issues could not be

25
<PAGE> 26

sold by the bank, the Company would have an obligation to sell the bonds
themselves or repurchase them. To enhance the marketability of the bonds, the
bank/marketing agent has issued letters of credit to guarantee payment of the
bonds on the Company's behalf. The Company expects to be able to renew these
letters of credit upon their expiration throughout the life of these bonds.
Also, the bonds are secured by financing statements on project-related
equipment, the cost of which approximates the bond amounts.

The Company uses interest rate exchange agreements, more commonly called
interest rate swaps, to manage its interest rate exposure.

The effect of certain of the swap agreements is to fix the rate on the
$20,000,000 long-term debt borrowed under revolving credit agreements, the
$15,500,000 ESOP loans and the $28,000,000 industrial revenue bonds over the
2.5 years remaining on the swap contracts. The average fixed interest rate on
this $63,500,000 of debt fixed through these swap agreements is 6.89%. These
swaps were entered into to fix the interest rate on variable debt at rates
which the Company considered attractive at the time the agreements were
consummated. The Company did not enter into these agreements in anticipation
of rate movements. When the Company entered into these agreements, it compared
its anticipated interest costs to other long term borrowing sources such as
private placements and other fixed rate borrowing options. Accordingly, the
Company has realized its desired objectives in the use of these derivatives.
If the Company had canceled these agreements as of October 2, 1994, it would
have been required to pay the counter parties to the agreements an aggregate
amount of $2,100,000.

During the last quarter of the fiscal period ended January 3, 1993, the
Company entered into agreements whereby it receives/pays the difference between
six month LIBOR and 4.54% on $50,000,000 for a three year period to reduce the
interest rate on the Series A senior notes. The Company anticipated that
short-term rates would continue to decline. If the Company had canceled these
agreements as of October 2, 1994, it would have been required to pay the
counter parties to the agreements an aggregate amount of approximately
$830,000. Over the life of this transaction the Company expects to break-even.
This agreement expires in October 1995.

26
<PAGE> 27

Short-term borrowings, including borrowings under the Company's revolving
credit facilities which were for temporary working capital needs, are
summarized as follows:

<TABLE>
<CAPTION>
Fiscal Period Ended
----------------------------------------
October 2, October 3, January 3,
1994 1993 1993
---------- ---------- ----------
(In thousands of dollars)
<S> <C> <C> <C>
Daily average outstanding borrowings $27,953 $49,816 $23,040
Daily weighted average interest rate 3.82% 3.42% 4.33%
Maximum borrowings $62,300 $85,500 $39,674
Amount outstanding at year-end $ - $26,300 $30,000
</TABLE>

The Company's most restrictive loan covenants require that the Company
maintain stockholders' equity of $174,703,000 plus 20% of consolidated net
income beginning with fiscal year 1994 and ending with calendar year 1996 and
that the Company maintain certain financial ratios. These financial ratio
covenants include a requirement that the ratio of income before taxes, interest
expense and lease expense to the sum of interest and lease expense be 1.4, or
greater, through March 31, 1995 and 2.0, or greater, thereafter. The Company
is in compliance with these requirements at October 2, 1994 and expects to be
in compliance with such requirements in the future.

Interest expense was $13,380,000 for the fiscal period ended October 2,
1994, $10,226,000 for the fiscal period ended October 3, 1993 and $10,526,000
for the fiscal period ended January 3, 1993. Cash payments of interest were
$13,364,000 for the fiscal period ended October 2, 1994, $9,377,000 for the
fiscal period ended October 3, 1993 and $9,336,000 for the fiscal period ended
January 3, 1993.

Annual maturities of long-term debt each year for the next five fiscal
years are $1,747,000 in 1995, $6,300,000 in 1996, $27,610,000 in 1997,
$7,400,000 in 1998, $8,940,000 in 1999, and $89,870,000 in subsequent years
through 2017.

The carrying value of the Company's long-term debt approximates its market
value at October 2, 1994. Virtually all of the Company's debt had a fixed rate
at October 2, 1994, either from the note terms or through interest rate swaps.
The market value of fixed-rate long-term debt was estimated based on the
present value of expected cash flows using current market rates and the
Company's incremental borrowing rate for debt with similar terms.

Note 7 - Income Taxes:

The Company prospectively adopted Statement of Financial Accounting
Standards No. 109 - Accounting for Income Taxes (FAS 109) effective January 4,
1993, the first day of the fiscal period ended October 3, 1993. The adoption
of FAS 109 changed the Company's method of accounting for income taxes from the
deferred method (Accounting Principles Board Opinion No. 11) to an asset and
liability approach. Previously the Company deferred the past tax effects of
timing differences between financial reporting and taxable income. The asset
and liability approach requires the recognition of deferred tax

27
<PAGE> 28

liabilities and assets for the expected future tax consequences of temporary
differences between the carrying amounts and the tax bases of other assets and
liabilities.

Under FAS 109, assets and liabilities acquired in business combinations
accounted for under the purchase method are assigned their fair values, and
deferred taxes are provided for lower or higher tax bases. Under APB 11,
values assigned were net-of-tax. In adopting FAS 109, the Company adjusted the
carrying amounts of the Michigan Sugar Company fixed assets and LIFO
inventories acquired in 1984. Pretax income from operations for the fiscal
period ended October 3, 1993 was reduced by $5,600,000 representing additional
cost of sales and depreciation expense resulting from the higher carrying
amounts.

The net adjustments to the January 4, 1993 balance sheet to adopt FAS 109
resulted in a $600,000 credit to net income. This amount is reflected in the
accompanying consolidated statement of operations for the fiscal period ended
October 3, 1993 as a cumulative effect of a change in accounting principle.

Pretax income from continuing operations for all periods presented was
taxed exclusively in the United States. The provision for income taxes is
comprised of the following:

<TABLE>
<CAPTION>
Fiscal Period Ended
----------------------------------------------
October 2, October 3, January 3,
1994 1993 1993
---------- ---------- ----------
(In thousands of dollars)
<S> <C> <C> <C>
Current federal $8,071 $(3,692) $13,412
Current state 75 (232) 763
Deferred federal (4,794) 4,977 (666)
Deferred state (489) 102 119
------ ------- -------
Provision charged to
continuing operations $2,863 $ 1,155 $13,628
====== ======= =======

Tax effect of change
in minimum pension
liability $ 720 $(5,502) $ -
====== ======= =======
</TABLE>

Cash payments of income taxes amounted to $7,504,000 for the fiscal period
ended October 2, 1994, $11,834,000 for the fiscal period ended October 3, 1993
and $16,774,000 for the fiscal period ended January 3, 1993.

28
<PAGE> 29

Deferred income tax liabilities (assets) are comprised of the following:

<TABLE>
<CAPTION>
October 2, October 3,
1994 1993
---------- ----------
(In thousands of dollars)
<S> <C> <C>
Depreciation $22,406 $24,824
Other post employment benefits (11,951) (11,395)
Accrued pension liability (8,296) (8,513)
Deferred compensation (5,571) (4,844)
Tax benefit purchases 3,335 4,114
Other non-current (368) (235)
------- -------
Total net non-current (asset)
liability (445) 3,951
------- -------

Other accrued expenses (2,865) (1,118)
Inventory 410 452
Other current (79) (658)
------- -------
Total net current asset (2,534) (1,324)
------- -------
Net deferred (asset) liability $(2,979) $ 2,627
======= =======
</TABLE>

The components of the Company's deferred income tax provision calculated
under APB 11 and the tax effects of each are summarized below:

<TABLE>
<CAPTION>
Fiscal Period Ended
-------------------
January 3,
1993
-------------------
(In thousands of dollars)
<S> <C>
Increase of current federal
taxes resulting from tax
benefit purchases $ (787)
Excess of tax over book
depreciation 1,439
Employee related expenses
recognized in different periods
for book and tax purposes (1,562)
Expenses related to sugar beet
processing recognized in
different periods for book
and tax purposes (77)
Other 440
-------
$ (547)
=======
</TABLE>

29
<PAGE> 30

A reconciliation between the provision for income taxes and the amount
computed by applying the U. S. federal income tax rate to income before income
taxes and change in accounting principle is as follows:

<TABLE>
<CAPTION>
Fiscal Period Ended
--------------------------------------------
October 2, October 3, January 3,
1994 1993 1993
---------- ---------- ----------
(In thousands of dollars)
<S> <C> <C> <C>
Computed "expected" tax expense $3,011 $1,068 $13,929
Increases (reductions) in taxes
resulting from:
State income taxes, net of
federal income tax benefit (269) 95 581
Non-deductible depreciation
expense - - 416
Tax-free income earned (104) (107) (519)
ESOP dividends (506) (547) -
Effect of tax rate increase - 181 -
Other 731 465 (779)
------ ------ -------
Provision for income taxes $2,863 $1,155 $13,628
====== ====== =======
</TABLE>

The Company increased its deferred income tax liability in the last quarter
of the fiscal period ended October 3, 1993 as a result of legislation enacted
during 1993 increasing the corporate tax rate from 34% to 35% commencing in
1993.

Note 8 - Stockholders' Equity:

The Certificate of Incorporation of the Company, as amended, authorizes a
class of preferred stock to consist of up to 1,000,000 shares of $.50 par value
stock. The Board of Directors can determine the characteristics of the
preferred stock without further stockholder approval.

Note 9 - Pension Plans:

Substantially all employees and retirees of the Company are covered by
noncontributory defined benefit pension plans. The Company also provides
supplemental pension benefits to certain retired employees. The supplemental
pension benefits are determined annually by the Board of Directors.

Benefits under the noncontributory defined benefit pension plans for
bargaining employees are primarily based on years of service; benefits for
other employees are generally based on years of service and the employee's
highest consecutive three-year average earnings. The Company's policy is to
contribute at least the minimum amount required by the Employee Retirement
Income Security Act. At October 2, 1994, the assets of these plans are
invested primarily in cash equivalents, mutual stock and bond funds, and
common stocks including 217,587 shares of the Company's common stock with a
market value of $2,611,000. The plan received $117,497 in dividends from these
shares during the fiscal period ended October 2, 1994.

30
<PAGE> 31

The following table sets forth the status of the Company's defined benefit
pension plans and the pertinent assumptions used in computing this information
as of the end of each respective period:

<TABLE>
<CAPTION>
October 2, October 3,
1994 1993
---------- ----------
(In thousands of dollars)
<S> <C> <C>
Actuarial present value of
benefit obligation based
on current compensation:
Vested $(65,650) $(67,785)
Nonvested (6,370) (7,871)
-------- --------
Accumulated benefit obligation (72,020) (75,656)
Increase in present value of
benefit obligation to reflect
projected compensation increases (7,520) (8,217)
-------- --------
Projected benefit obligation (79,540) (83,873)
Plan assets at fair value 57,120 57,393
-------- --------
Projected benefit obligation
(in excess of) plan assets (22,420) (26,480)
Unrecognized prior service cost 3,614 4,540
Unrecognized net loss 22,904 26,139
Unrecognized net asset
at transition (3,428) (4,503)
Adjustment required to recognize
minimum liability (15,570) (17,912)
-------- --------
Pension liability included
in "Deferred employee benefits" $(14,900) $(18,216)
======== ========
</TABLE>

The table above is based on a discount rate of 8.5 % for the fiscal period
ended October 2, 1994 and 7.5% for the fiscal period ended October 3, 1993, and
projected salary increases of 4.5% for the fiscal period ended October 2, 1994
and 4% for the fiscal period ended October 3, 1993.

Pension expense for the fiscal period ended October 2, 1994, the fiscal
period ended October 3, 1993 and the fiscal period ended January 3, 1993 is
summarized as follows:

<TABLE>
<CAPTION>
Fiscal Period Ended
----------------------------------------
October 2, October 3, January 3,
1994 1993 1993
---------- ---------- ----------
(In thousands of dollars)
<S> <C> <C> <C>
Costs related to services provided
by employees during the year $2,401 $1,573 $2,180
Interest cost on projected
benefit obligation 6,274 4,910 6,212
Actual gain on plan assets (1,172) (2,476) (1,620)
Net amortization and deferrals (4,564) (2,692) (5,589)
------ ------ ------
Pension expense related to
defined benefit plans 2,939 1,315 1,183
Supplemental pension benefits 126 91 124
------ ------ ------
Total pension expense $3,065 $1,406 $1,307
====== ====== ======
</TABLE>

The expected long-term rate of return on plan assets used in determining
"Pension expense related to defined benefit plans" as shown above was 9.5% for
the fiscal period ended October 2, 1994, 10.5% for the fiscal period ended
October 3, 1993, and 11% for the fiscal period ended January 3, 1993.

31
<PAGE> 32

The Company sponsors a Supplemental Executive Retirement Plan (SERP) to
supplement its qualified plan for certain management employees. The
actuarially determined expense related to this plan was $1,255,000 for the
fiscal period ended October 2, 1994, $800,000 for the fiscal period ended
October 3, 1993, and $1,010,000 for the fiscal period ended January 3, 1993.
Of these expenses, the interest portion amounted to $781,000 for the fiscal
period ended October 2, 1994, $569,000 for the fiscal period ended October 3,
1993, and $707,000 for the fiscal period ended January 3, 1993. The remaining
balance of the expense in each year is primarily service cost.

The table below summarizes the status of the SERP plan at the end of each
respective period:

<TABLE>
<CAPTION>
October 2, October 3,
1994 1993
---------- ----------
(In thousands of dollars)
<S> <C> <C>
Actuarial present value of
benefit obligation based
on current compensation:
Vested $ (9,320) $ (9,063)
Nonvested (1,033) (993)
-------- --------
Accumulated benefit obligation (10,353) (10,056)
Increase in present value of
benefit obligation to reflect
projected compensation increases (399) (267)
-------- --------
Projected benefit obligation (10,752) (10,323)
Unrecognized prior service cost 209 130
Unrecognized net loss 1,502 1,937
Unrecognized net obligation
at transition 149 229
Adjustment required to recognize
minimum liability (1,461) (2,029)
-------- --------
Pension liability included
in "Deferred employee benefits" $(10,353) $(10,056)
======== ========
</TABLE>

The table above is based on a discount rate of 8.5% for the fiscal period ended
October 2, 1994 and 7.5% for the fiscal period ended October 3, 1993, and
projected salary increases of 4.5% for the fiscal period ended October 2, 1994
and 4% for the fiscal period ended October 3, 1993.

In accordance with the provisions of Statement of Financial Accounting
Standards No. 87 - Employers' Accounting for Pensions, the Company has recorded
an additional minimum liability at October 2, 1994 and at October 3, 1993
representing the excess of the accumulated benefit obligation over the fair
value of plan assets and accrued pension liability for its pension and SERP
plans. The additional liability has been offset by an intangible asset which
is included in "Other assets" to the extent of previously unrecognized prior
service cost. Amounts in excess of previously unrecognized prior service cost
are recorded net of the related deferred tax benefit as a reduction of
stockholders' equity of $8,210,000 at October 2, 1994 and $9,453,000 at October
3, 1993.

32
<PAGE> 33

Note 10 - Other Retirement and Benefit Plans:

The Company sponsors a deferred compensation plan which permits directors
and certain management employees to defer portions of their compensation and
earn a guaranteed interest rate on the deferred amounts. The salaries which
have been deferred since the plan's inception have been accrued, and the
expense, other than salaries, related to this plan is interest on the deferred
amounts. Interest expense during the fiscal periods ended October 2, 1994,
October 3, 1993 and January 3, 1993 includes $1,915,000, $1,247,000, and
$1,196,000, respectively, related to this plan. The Company has included in
"Deferred employee benefits" $15,176,000 at October 2, 1994 and $13,191,000 at
October 3, 1993 to reflect its liability under this plan.

In connection with the deferred compensation plan and the SERP plan
referred to in Note 9, the Company purchases whole-life insurance contracts on
the related directors and employees. The Company has included in "Other
assets" $15,496,000 at October 2, 1994 and $12,303,000 at October 3, 1993 which
represent the capitalized value of these policies. If all of the assumptions
regarding mortality, interest rates, policy dividends, and other factors are
realized, the Company will ultimately realize its full investment plus a factor
for the use of its money.

The Company sponsors 401(k) plans in which substantially all non-bargaining
employees and certain bargaining unit employees are eligible to participate.
These plans allow eligible employees to save a portion of their salary on a
pre-tax basis. The Company makes annual contributions to these plans which
aggregated $408,000, $320,000 and $345,000 for the fiscal periods ended October
2, 1994, October 3, 1993 and January 3, 1993, respectively.

The Company also sponsors an Employee Stock Ownership Plan (ESOP) in which
substantially all non-bargaining employees participate. Contributions may be
made in the form of cash or Company stock. The Company has expensed
contributions to the ESOP of $0, $1,235,000 and $1,500,000 for the fiscal
periods ended October 2, 1994, October 3, 1993 and January 3, 1993,
respectively.

The Company maintains a profit-based incentive plan which currently covers
approximately 1,100 qualified employees. Compensation under this plan was $0,
$0 and $979,000 for the fiscal periods ended October 2, 1994, October 3, 1993
and January 3, 1993, respectively.

The Company also sponsors benefit plans that provide postretirement health
care and life insurance benefits to certain employees who meet the applicable
eligibility requirements. Effective December 30, 1991, the first day of the
fiscal period ended January 3, 1993, the Company adopted Statement of Financial
Accounting Standards No. 106 - Employers' Accounting for Postretirement
Benefits Other Than Pensions (FAS 106). This standard requires accrual of the
expected cost of providing postretirement benefits to employees and their
beneficiaries and covered dependents during the years that employees provide
services. Prior to December 30, 1991, the Company expensed the costs of health
care and

33
<PAGE> 34

life insurance benefits provided to retirees in the period in which these costs
were paid.

The cumulative effect of this change in accounting principle was a one-time
charge of $28,841,000 before taxes, or $18,170,000 net of tax benefits
calculated at an estimated effective tax rate of 37%. The cost of
postretirement health care and life insurance benefits is summarized as
follows:

<TABLE>
<CAPTION>
Fiscal Period Ended
------------------------------------------------
October 2, October 3, January 3,
1994 1993 1993
---------- ---------- ----------
(In thousands of dollars)
<S> <C> <C> <C>
Service cost $ 669 $ 428 $ 547
Interest cost 2,369 1,878 2,451
------ ------ ------
Total postretirement
benefit expense $3,038 $2,306 $2,998
====== ====== ======
</TABLE>

The actuarial and recorded liabilities for these postretirement benefits,
none of which has been funded, are as follows:

<TABLE>
<CAPTION>
October 2, October 3,
1994 1993
---------- ----------
(In thousands of dollars)
<S> <C> <C>
Accumulated postretirement benefit
obligation:
Retirees $(17,753) $(17,670)
Active participants (11,244) (13,920)
-------- --------
Accumulated benefit obligation (28,997) (31,590)
Unrecognized net (loss) gain (3,163) 704
-------- --------
Accrued postretirement benefit
obligation included in
"Deferred employee benefits" $(32,160) $(30,886)
======== ========
</TABLE>

The assumed discount rate was 8.5% for the fiscal period ended October 2,
1994 and 7.5% for the fiscal period ended October 3, 1993. For the fiscal
period ended October 2, 1994, the rate of increase in the per capita costs of
covered health care benefits was assumed to be 8% for the first five years, 6%
for the next five years and 5% thereafter. For the fiscal period ended October
3, 1993, the rate of increase was assumed to be 9% for the first five years, 7%
for the next five years, and 5% thereafter. Increasing the health care cost
trend rate assumption by one percentage point would increase the accumulated
postretirement benefit obligation as of October 2, 1994 by approximately
$3,390,000 and would increase postretirement benefit cost by approximately
$355,000 for the fiscal period ended October 2, 1994.

Note 11 - Commitments and Contingencies:

The Company has contracted for the purchase of a substantial portion of its
future raw sugar requirements. Prices to be paid for raw sugar under these
contracts are based in some cases on market prices during the anticipated
delivery month. In other cases prices are fixed and, in these instances, the
Company generally obtains commitments from

34
<PAGE> 35

its customers to buy the sugar prior to fixing the price, or enters into
futures transactions to hedge the commitment.

The Company is exposed to loss in the event of non-performance by the other
party to the interest rate swap agreements discussed in Note 6. However, the
Company does not anticipate non-performance by the counter-parties to the
transactions.

In May 1992, the United States Customs Service (Customs) issued a bill to
the Company for approximately $7,500,000 seeking reimbursement for certain
drawback claims filed by the Company with Customs during the period 1984
through 1988. Customs has alleged that drawback claims prepared by the Company
for certain export shipments of sugar during these years are technically and/or
substantively deficient and that the Company, therefore, is not entitled to
monies previously received under these drawback claims. The Company disputes
Customs' findings and intends to vigorously protest the decision of Customs.
While it is not certain how long the protest (administrative appeal) process
will take, based upon the facts known to the Company at this time, the ultimate
resolution of this matter is not expected to have a materially adverse effect
on the Company's financial position or results of operations.

In July 1991, National Utility Service, Inc. (NUS) filed a complaint
against the Company in the United States District Court for the District of New
Jersey seeking compensation and damages arising from a contract between the
Company and NUS for energy cost saving recommendations. On September 12, 1994,
summary judgment was entered against the Company in the amount of $2,973,000 in
this case. A motion is presently pending in that action to modify the judgment
by the addition of prejudgment interest in an amount between $1,343,000 and
$1,472,000. The Company has opposed the motion to modify and has appealed the
judgment to the United States Court of Appeals for the Third Circuit. The
Company intends to pursue the appeal vigorously and strongly contends that no
amounts are due to NUS.

35
<PAGE> 36

Note 12 - Quarterly Financial Information (Unaudited):

Unaudited quarterly financial information for the fiscal periods ended
October 2, 1994 and October 3, 1993 is as follows:

<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
Ended Ended Ended Ended
January 2, April 3, July 3, October 2,
1994 1994 1994 1994
---------- -------- ------- ----------
(In thousands of dollars except for per share amounts)
<S> <C> <C> <C> <C>
Fiscal period
ended October 2, 1994

Net sales $280,186 $247,005 $272,891 $274,285
Gross profit 30,979 22,308 23,127 26,247
Income from operations 8,317 1,613 3,197 7,170

Net income (loss) 3,541 (271) 233 2,240
Per share .13 (.01) .01 .09
</TABLE>

<TABLE>
<CAPTION>
First Second Third
Quarter Quarter Quarter
Ended Ended Ended
April 4, July 4, October 3,
1993 1993 1993
-------- ------- ----------
(In thousands of dollars except for per share amounts)
<S> <C> <C> <C>
Fiscal period
ended October 3, 1993

Net sales $255,015 $270,979 $292,122
Gross profit 25,507 26,042 22,836
Income from operations 6,076 5,317 446
Income (loss) before change in
accounting principle 2,653 1,490 (2,157)
Per share .10 .06 (.08)

Net income (loss) 3,253 1,490 (2,157)
Per share .12 .06 (.08)
</TABLE>

Quarterly results of operations for the fiscal period ended October 3, 1993
reflect the change in the Company's fiscal year end. The first quarter ended
April 4, 1993 reflects the cumulative effect of adoption of FAS 109 of $600,000
effective January 4, 1993. The third quarter reflects a $4,900,000 increase in
cost of sales and the associated $1,900,000 income tax benefit representing the
liquidation of LIFO basis inventory acquired in 1984 as further explained in
Note 2 to the financial statements.

36
<PAGE> 37

SAVANNAH FOODS & INDUSTRIES, INC.
AND SUBSIDIARIES
Schedule V
Property, Plant and Equipment
(In thousands of dollars)

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Balance at the Balance at
beginning of Transfers the end of
Classification the period Additions Retirements add (deduct) the period
- -------------- -------------- --------- ----------- ------------ ----------

Fiscal Period Ended October 2, 1994
<S> <C> <C> <C> <C> <C>
Land $ 8,405 $ 12 $ - $ - $ 8,417
Buildings 87,162 3,891 - - 91,053
Machinery &
equipment 289,442 33,918 (9,490) - 314,530
Leasehold
improvements 1,159 - - - 1,159
Projects-in-
process 21,990 (14,454) - - 7,536
--------- --------- --------- --------- ---------
$ 408,158 $ 23,367 $ (9,490) $ - $ 422,695
========= ========= ========= ========= =========

Fiscal Period Ended October 3, 1993

Land $ 6,384 $ 2,021 $ - $ - $ 8,405
Buildings 81,233 5,929 - - 87,162
Machinery &
equipment 253,132 40,235 (3,925) - 289,442
Leasehold
improvements 1,163 - (4) - 1,159
Projects-in-
process 13,523 8,467 - - 21,990
--------- --------- --------- --------- ---------
$ 355,435 $ 56,652(1) $ (3,929) $ - $ 408,158
========= ========= ========= ========= =========

Fiscal Period Ended January 3, 1993

Land $ 6,504 $ 45 $ (165) $ - $ 6,384
Buildings 66,755 15,825 (1,347) - 81,233
Machinery &
equipment 234,446 24,612 (5,926) - 253,132
Leasehold
improvements 1,982 - (819) - 1,163
Projects-in-
process 8,704 4,819 - - 13,523
--------- --------- --------- --------- ---------
$ 318,391 $ 45,301 $ (8,257) $ - $ 355,435
========= ========= ========= ========= =========
</TABLE>

(1) Additions for the fiscal period ended October 3, 1993 include $10,446 for
the write-up of assets at Michigan Sugar Company due to the adoption of FAS
109 (see Note 7 for further discussion) and $10,852 for the assets acquired
as a result of the acquisition of King Packaging Company.

37
<PAGE> 38

SAVANNAH FOODS & INDUSTRIES, INC.
AND SUBSIDIARIES
Schedule VI
Accumulated Depreciation and Amortization of
Property, Plant and Equipment
(In thousands of dollars)

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Balance at Additions
the beginning charged to cost Balance at
of the and Transfers the end of
Classification period expense Retirements add (deduct) the period
- -------------- ------------- --------------- ----------- ------------ ----------

Fiscal Period Ended October 2, 1994
<S> <C> <C> <C> <C> <C>
Buildings $ 28,540 $ 4,571 $ - $ - $ 33,111
Machinery &
equipment 129,731 21,720 (4,655) - 146,796
Leasehold
improvements 840 63 - - 903
--------- --------- --------- --------- ---------
$ 159,111 $ 26,354 $ (4,655) $ - $ 180,810
========= ========= ========= ========= =========

Fiscal Period Ended October 3, 1993

Buildings $ 25,483 $ 3,057 $ - $ - $ 28,540
Machinery &
equipment 103,029 28,477 (1,775) - 129,731
Leasehold
improvements 794 46 - - 840
--------- --------- --------- --------- ---------
$ 129,306 $ 31,580(1) $ (1,775) $ - $ 159,111
========= ========= ========= ========= =========

Fiscal Period Ended January 3, 1993

Buildings $ 22,485 $ 3,722 $ (724) $ - $ 25,483
Machinery &
equipment 88,683 18,595 (4,249) - 103,029
Leasehold
improvements 924 56 (186) - 794
--------- --------- --------- --------- ---------
$ 112,092 $ 22,373 $ (5,159) $ - $ 129,306
========= ========= ========= ========= =========
</TABLE>

(1) Additions for the fiscal period ended October 3, 1993 include $7,754 for
the write-up of assets at Michigan Sugar Company due to the adoption of FAS
109 (see Note 7 for further discussion) and $6,095 for the accumulated
depreciation on assets acquired as a result of the acquisition of King
Packaging Company.

38
<PAGE> 39

Item 9. Change in and Disagreements with Accountants on
Accounting and Financial Disclosure.

None.

PART III

Item 10. Directors and Executive Officers of Registrant.

The information relating to the Directors of the Company is
incorporated by reference from the "ELECTION OF DIRECTORS" section, pages 4
through 7, of the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on February 16, 1995, to be filed pursuant to Section
14 of the Securities Exchange Act of 1934 ("1995 Proxy Statement"). The
information relating to the Executive Officers of the Company is incorporated
by reference from the "MANAGEMENT OF SAVANNAH FOODS & INDUSTRIES, INC."
section, page 8 of the 1995 Proxy Statement. The information relating to
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
incorporated by reference from the "COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934" section, page 12, of the 1995 Proxy Statement.

Item 11. Executive Compensation.

The information relating to executive compensation is incorporated by
reference from the "EXECUTIVE COMPENSATION" section, pages 9 and 10, the "BOARD
OF DIRECTORS AND COMMITTEES OF THE BOARD" section, page 14, the "COMPENSATION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION" section, pages 11 and 12, the
"COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" section, page 12,
and the performance graph, page 13, of the 1995 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and
Management.

The information relating to the security ownership of certain
beneficial owners and management is incorporated by reference from the "STOCK
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" section, pages 2 and 3,
of the 1995 Proxy Statement.

Item 13. Certain Relationships and Related Transactions.

The information relating to certain relationships and related
transactions is incorporated by reference from the "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS" section, page 14, and the "COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION" section, page 12, of the 1995 Proxy
Statement.

39
<PAGE> 40

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.

(a)(1) and (2): See index of Financial Statements, Item 8(a) and 8(b), page
14.

(a)(3) Exhibits:

<TABLE>
<CAPTION>
Page Exhibit
No. Number Description
- --- ------ -----------
<S> <C>
3-1 Articles of Incorporation, as amended, is hereby incorporated by reference to Commission File No. 1-11420 on Form
10-K for the year ended January 3, 1993 as Exhibit 3-1.

3-2 By-Laws, as amended, is hereby incorporated by reference to Commission File No. 1-11420 on Form 10-K for the year
ended October 3, 1993 as Exhibit 3-2.

45 4-1 Credit Agreement, dated as of October 1, 1993, by and among Savannah Foods & Industries, Inc., as borrower, the
lenders named therein, and Nationsbank of Georgia, National Association, as agent.

162 4-2 Note Agreement, dated as of September 1, 1992, between Savannah Foods & Industries, Inc., as borrower, and the
lenders named therein, consisting of $50,000,000 8.35% Series A Senior Notes due November 1, 2002 and $20,000,000
7.15% Series B Senior Notes due November 1, 2002.

4-3 In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various instruments defining the rights of holders of long-
term debt of Registrant are not being filed herewith because the total of securities authorized under each such
instrument does not exceed 10% of the total assets of Registrant. Registrant hereby agrees to furnish a copy of
any such instrument to the Commission upon request.

10-1* Profit Sharing and Management Incentive Compensation Plan is hereby incorporated by reference to Commission File
No. 1-11420 on Form 10-K for the year ended January 3, 1993 as Exhibit 10-1.

10-2* Supplemental Executive Retirement Plan, as amended and restated, is hereby incorporated by reference to Commission
File No. 1-11420 on Form 10-K for the year ended January 3, 1993 as Exhibit 10-2.

10-3* Amendment No. 1 to the Supplemental Executive Retirement Plan is hereby incorporated by reference to Commission
File No. 1-11420 on Form 10-K for the year ended January 3, 1993 as Exhibit 10-3.

10-4* Deferred Compensation Plan for Key Employees, as amended and restated, is hereby incorporated by reference to
Commission File No. 1-11420 on Form 10-K for the year ended January 3, 1993 as Exhibit 10-4.
</TABLE>

40
<PAGE> 41

<TABLE>
<CAPTION>
Page Exhibit
No. Number Description
- --- ------ -----------
<S> <C> <C>
10-5* Amendment No. 1 to the Deferred Compensation Plan for Key Employees is hereby incorporated by reference to
Commission File No. 1-11420 on Form 10-K for the year ended January 3, 1993 as Exhibit 10-5.

227 10-6* Amendment No. 2 to the Deferred Compensation Plan for Key Employees.

10-7* Employment Agreement - W. W. Sprague, Jr., as amended, is incorporated by reference to Commission File No. 1-11420
filed on Form 10-K for the year ended December 29, 1991 as Exhibit 10-7.

10-8* Amendment to Employment Agreement - W. W. Sprague, Jr. - is hereby incorporated by reference to Commission File No.
1-11420 on Form 10-K for the year ended January 3, 1993 as Exhibit 10-7.

10-9* Employment Agreements with all other Executive Officers of the Company are incorporated by reference to Commission
File No. 1-11420 filed on Form 10-K for the year ended January 1, 1989 as Exhibit 10-10.

10-10* Employment Agreement - W. W. Sprague, III is incorporated by reference to Commission File No. 1-11420 filed on Form
10-K for the year ended December 29, 1991 as Exhibit 10-10.

231 23-1 Consent of Independent Accountants

232 27-1 Financial Data Schedules
</TABLE>

* Indicates exhibits which are management contracts or compensatory
agreements.

(b) Reports on Form 8-K: None.

(d) Not applicable.

41
<PAGE> 42

UNDERTAKINGS

For the purposes of complying with the amendments to the rules
governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933,
the undersigned Registrant hereby undertakes as follows, which undertaking
shall be incorporated by reference into Registrant's Registration Statements on
Form S-8 Number 2-63448, Monthly Investment Plan for Employees of Savannah
Foods & Industries, Inc. (filed June 19, 1984 as amended on April 3, 1992); and
Number 2-94678, Employee Retirement Savings Account Plan (filed December 22,
1984 as amended on October 18, 1994).

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to Directors, Officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director, Officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, Officer or controlling persons in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

42
<PAGE> 43

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

SAVANNAH FOODS & INDUSTRIES, INC.

Dated: December 20, 1994. By: /S/William W. Sprague, III
------------------ --------------------------
William W. Sprague, III
President

43
<PAGE> 44

Pursuant to the requirements of the Securities Act of 1934, this report
has been signed by the following persons on behalf of Registrant in the
capacities and on the dates indicated:

<TABLE>
<S> <C> <C>
/S/William W. Sprague, Jr. Chairman and Director December 14, 1994
- --------------------------
William W. Sprague, Jr. (PRINCIPAL EXECUTIVE
OFFICER)

/S/William W. Sprague, III President and Director December 14, 1994
- --------------------------
William W. Sprague, III (PRINCIPAL OPERATING
OFFICER)

/S/William R. Steinhauer Senior Vice President - December 14, 1994
- --------------------------
William R. Steinhauer Finance & Administration &
Assistant Secretary (PRINCIPAL
FINANCIAL AND PRINCIPAL
ACCOUNTING OFFICER)

/S/F. Sprague Exley Vice President-Distribution December 14, 1994
- --------------------------
F. Sprague Exley and Director

/S/W. Waldo Bradley Director December 14, 1994
- --------------------------
W. Waldo Bradley

/S/John D. Carswell Director December 14, 1994
- --------------------------
John D. Carswell

/S/Hugh M. Tarbutton Director December 14, 1994
- --------------------------
Hugh M. Tarbutton

/S/Arthur Gignilliatt, Jr. Director December 14, 1994
- --------------------------
Arthur Gignilliatt, Jr.

/S/Robert L. Harrison Director December 14, 1994
- --------------------------
Robert L. Harrison

/S/Arnold Tenenbaum Director December 14, 1994
- --------------------------
Arnold Tenenbaum
</TABLE>

<PAGE> 1
Exhibit 4.1

THIS CREDIT AGREEMENT dated as of October 1, 1993 by and among
SAVANNAH FOODS & INDUSTRIES, INC., a Delaware corporation (the "Borrower"),
each of the financial institutions initially a signatory hereto together with
those assignees pursuant to Section 10.5 and NATIONSBANK OF GEORGIA, NATIONAL
ASSOCIATION, as Documentation Agent.

WHEREAS, the parties hereto severally desire to make available to the
Borrower certain financial accommodations on the terms and conditions contained
herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1. Definitions. In addition to terms defined elsewhere
herein, the following terms shall have the following meanings for the purposes
of this Agreement:

"Absolute Interest Rate" has the meaning set forth in Section 2.2(c).

"Absolute Interest Rate Auction" means a solicitation of Money Market
Quotes setting forth Absolute Interest Rates pursuant to Section 2.2.

"Absolute Interest Rate Loans" means Money Market Loans, the interest
rate on which is determined on the basis of Absolute Interest Rates pursuant to
an Absolute Interest Rate Auction.

"Acceptance" means a banker's acceptance created by a Lender pursuant
to Article 3 for the account of the Borrower.

"Acceptance Obligation" has the meaning given that term in Section
3.5(a).

"Adjusted Eurodollar Rate" means, with respect to each Interest Period
for any Eurodollar Rate Loan or any Eurodollar Rate Market Loan, the rate
obtained by dividing (a) the Eurodollar Rate for such Interest Period by (b) a
percentage equal to 1 minus the stated maximum rate (stated as a decimal) of
all reserves, if any, required to be maintained against "Eurocurrency
liabilities" as specified in Regulation D of the Board of Governors of the
Federal Reserve System (or against any other category of liabilities which
includes deposits by reference to which the interest rate on Eurodollar Loans
is determined or any

45
<PAGE> 2
2

category of extensions of credit or other assets which includes loans by an
office of any Lender outside of the United States of America to residents of
the United States of America).

"Affiliate" means any Person (other than a Restricted Subsidiary) (i)
which directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, the Borrower, (ii) which
beneficially owns or holds 5% or more of any class of the Voting Stock of the
Borrower or (iii) 5% or more of the Voting Stock (or in the case of a Person
which is not a corporation, 5% or more of the equity interest) of which is
beneficially owned or held by the Borrower or a Subsidiary. The term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of Voting Stock, by contract or otherwise.

"Agent" means NationsBank of Georgia, National Association, as
documentation agent for the Lenders under the terms of this Agreement and the
other Loan Documents, and any successor agent.

"Agent's Fee Letter" has the meaning set forth in Section 4.7.

"Agreement" means this Credit Agreement.

"Agreement Date" means the date as of which this Agreement is dated.

"Anniversary Date" shall mean any October 1 after the date hereof.

"Applicable Law" means all applicable provisions of constitutions,
statutes, rules, regulations and orders of all governmental bodies and all
orders and decrees of all courts, tribunals and arbitrators.

"Applicable Margin" means, with respect to a Base Rate Loan, 0%, and
with respect to a Eurodollar Rate Loan, 0.35%.

"BA Face Amount" means the face amount of an Acceptance created by a
Lender pursuant to Section 3.5.

"Bankers Acceptance Facility" means the facility described in Article
3 pursuant to which the Lenders will create Acceptances.

"Base Amount" means, for the purposes of any determination under
Section 7.7, $173,700,000 plus, or minus, as the case may be, after date
hereof, any benefit, or charge, respectively, which is attributable solely to a
non-recurring accounting change.

46
<PAGE> 3
3

"Base Rate" means, for any day, a rate per annum equal to the greater
of (a) the Federal Funds Rate for such day plus one-half of one percent (0.5%)
and (b) the Prime Rate for such day. Each change in any interest rate provided
for herein based on the Base Rate resulting from a change in the Base Rate
shall take effect at the time of such change in the Base Rate.

"Base Rate Loan" means a Loan which bears interest at a rate based on
the Base Rate.

"Basket Indebtedness" means the sum of (i) all Indebtedness of the
Borrower or a Restricted Subsidiary secured by Liens other than Liens permitted
by Sections 7.10(a) through (f) plus (without duplication) (ii) all Funded Debt
of a Restricted Subsidiary incurred subsequent to June 30, 1992.

"Bid Acceptance" means any Acceptance created under Section 3.1(a)(ii).

"Borrower" has the meaning set forth in the introductory paragraph
hereof and shall include the Borrower's successors and assigns.

"Borrower's Account" means account number 002 00000 711 of the
Borrower maintained at NationsBank of Georgia, National Association ABA Number
061000052, or such other account as the Borrower may notify the Lenders.

"Borrowing" means a borrowing by the Borrower of Revolving Loans
pursuant to Section 2.3 or a deemed Borrowing pursuant to Section 2.6.

"Business Day" means any day other than a Saturday, Sunday or other
day on which banks in Atlanta, Georgia are authorized or required to close.

"Capitalized Lease" means any lease with respect to which the
obligation for Rentals is required to be capitalized on a consolidated balance
sheet of the lessee and its subsidiaries in accordance with GAAP.

"Capitalized Rentals" of any Person means as of the date of any
determination thereof the amount at which the aggregate Rentals due and to
become due under all Capitalized Leases under which such Person as a lessee
would be reflected as a liability on a consolidated balance sheet of such
Person.

"Cash Collateral Account" means a special non-interest bearing deposit
account maintained at the Lending Office of a Lender and under the sole
dominion and control of such Lender.

47
<PAGE> 4
4

"Class" has the meaning set forth in Section 1.3.

"Closing Date" means October 1, 1993.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commitment" means, as to a Lender, such Lender's obligation to make
Loans and create Acceptances hereunder in an amount up to but not exceeding the
amount set forth for such Lender on Annex I as such Lender's "Initial
Commitment Amount", as the same may be reduced from time to time pursuant to
Section 2.11.

"Commitment Termination Date" means the date which is the earlier of
(i) the Current Termination Date, (ii) the effective date of withdrawal with
respect to a Withdrawing Bank and (iii) the date of termination of the
Commitments pursuant to this Agreement.

"Consolidated Assets" means, as of the date of any determination
thereof, the aggregate amount of assets of the Borrower and its Restricted
Subsidiaries determined on a consolidated basis in accordance with GAAP after
deducting all Investments in Unrestricted Subsidiaries.

"Consolidated Current Assets" and "Consolidated Current Liabilities"
means as of the date of any determination thereof such assets and liabilities
of the Borrower and its Restricted Subsidiaries on a consolidated basis as
shall be determined in accordance with GAAP to constitute current assets and
current liabilities, respectively.

"Consolidated Funded Debt" means all Funded Debt of the Borrower and
its Restricted Subsidiaries, determined on a consolidated basis eliminating
intercompany items.

"Consolidated Net Income" for any period means the net income of the
Borrower and its Restricted Subsidiaries determined on a consolidated basis in
accordance with GAAP applied on a consistent basis, but excluding in any event:

(a) extraordinary items; and

(b) the effects of non-recurring accounting changes.

"Consolidated Tangible Net Worth" means as of the date of any
determination thereof the aggregate amount of the capital stock (less treasury
stock), surplus and retained earnings of the Borrower and its Restricted
Subsidiaries before deducting Minority Interests and after deducting (i)
goodwill,

48
<PAGE> 5
5

patents, trade names, trademarks, unamortized debt discount and expense,
organization expense, deferred and prepaid expenses included in assets which do
not constitute current assets, the excess of cost of assets acquired over
market value of related assets, any reappraisal, revaluation or write-up of
assets and such other assets as are properly classified as "intangible assets"
in accordance with GAAP, (ii) Investments in Unrestricted Subsidiaries, and
(iii) Minority Interests.

"Continue", "Continuation" and "Continued" each refers to the
continuation of a Eurodollar Rate Loan from one Interest Period to the next
Interest Period.

"Convert", "Conversion" and "Converted" each refers to the conversion
of Loans of one Type into Loans of another Type pursuant to Section 2.7.

"Credit Percentage" means, as to each Lender, the ratio, expressed as
a percentage, of (a) the amount of such Lender's Commitment to (b) the
aggregate amount of the Commitments of all Lenders; provided, however, that if
at the time of determination the Commitments have terminated or been reduced to
zero, the "Credit Percentage" of each Lender shall be the Credit Percentage of
such Lender in effect immediately prior to such termination or reduction.

"Current Debt" of the Borrower or any Restricted Subsidiary means, as
of the date of any determination thereof, all Debt of the Borrower or such
Restricted Subsidiary having a final maturity of less than one year from the
date of origin thereof and which is not renewable or extendible at the option
of the obligor for a period or periods of one year or more from the date of
origin.

"Current Termination Date" means October 1, 1996 and any date to which
extensions thereof have been effected under Section 2.15.

"Date of Issuance" means, with respect to an Acceptance, the date of
the creation of an Acceptance by a Lender under this Agreement.

"Debt" of the Borrower or any Restricted Subsidiary means, as of the
date of any determination thereof:

(a) all Indebtedness of the Borrower or any
Restricted Subsidiary for borrowed money or evidenced by notes, bonds,
debentures or similar evidences of Indebtedness of the Borrower or any
Restricted Subsidiary;

(b) obligations secured by any Lien upon property
owned by the Borrower or any Restricted Subsidiary or created or
arising under any conditional sale or other title retention agreement
with

49
<PAGE> 6
6

respect to property acquired by the Borrower or any Restricted
Subsidiary, notwithstanding the fact that the rights and remedies of
the seller, lender or lessor under any such arrangement in the event
of default are limited to repossession or sale of property including,
without limitation, obligations secured by Liens arising from the sale
or transfer of notes or accounts receivable, but, in all events,
excluding trade payables and accrued expenses constituting current
liabilities;

(d) reimbursement obligations in respect of
credit enhancement instruments including letters of credit (excluding,
however, letters of credit and surety bonds issued in commercial
transactions in the ordinary course of business which are not
financial guaranties); and

(e) Guaranties of (i) obligations of others of
the character referred to herein above in this definition and (ii)
obligations of Unrestricted Subsidiaries.

"Default" means any of the events specified in Section 8.1, whether or
not there has been satisfied any requirement for the giving of notice, the
lapse of time, a determination of materiality or the happening of any other
condition.

"Discount Rate" means, with respect to any Acceptance at any time, the
bid rate in effect at the Lender which is to create such Acceptance at such
time (as determined by such Lender in its sole discretion) for drafts in a
similar amount and term as the draft to be accepted by such Lender.

"Dollars" or "$" means the lawful currency of the United States of
America.

"Draft" has the meaning set forth in Section 3.1(b).

"Effective Date" means the later of: (a) the Agreement Date; and (b)
the date on which all of the conditions precedent set forth in Article 5 shall
have been fulfilled or waived in writing by the Lenders.

"Environmental Authority" shall mean any foreign, federal, state,
local or regional government that exercises any form of jurisdiction or
authority under any Environmental Requirement.

"Environmental Judgments and Orders" shall mean all judgments, decrees
or orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent or written agreements with

50
<PAGE> 7
7

an Environmental Authority or other entity arising from or in any way
associated with any Environmental Requirement, whether or not incorporated in a
judgment, degree or order.

"Environmental Law" means any international, foreign, federal, state,
regional, county, local, governmental, public or private statute, law,
regulation, ordinance, order, consent decree, judgment, permit, license, code,
covenant, deed restriction, common law, treaty, convention or other
requirement, pertaining to protection of the environment, health or safety of
persons, natural resources, conservation, wildlife, waste management, any
Hazardous Material Activity and pollution (including, without limitation,
regulation of releases and disposals to air, land, water and groundwater), and
includes, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986,42 U.S.C. Section Section 9601 et seq., Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of
1976 and Solid and Hazardous Waste Amendments of 1984,42 U.S.C. Section
Section 6901 et seq., Federal Water Pollution Control Act, as amended by the
Clean Water Act of 1977,33 U.S.C. Section Section 1251 et seq., Clean Air Act
of 1966, as amended, 42 U.S.C. Section Section 7401 et seq., and any similar
or implementing state law, and all amendments, rules, regulations, guidance
documents and publications promulgated thereunder.

"Environmental Liabilities" shall mean any liabilities, whether
accrued or contingent, arising from or relating in any way to any Environmental
Requirements.

"Environmental Notices" shall mean any written communication from any
Environmental Authority stating possible or alleged noncompliance with or
possible or alleged liability under any Environmental Requirement, including
without limitation any complaints, citations, demands or requests from any
Environmental Authority for correction of any purported violation of any
Environmental Requirements. Environmental Notices also shall mean (i) any
written communication from any private Person threatening litigation or
administrative proceedings against or involving the Company relating to alleged
violation of any Environmental Requirements and (ii) any complaint, petition or
similar documents filed by any private Person commencing litigation or
administrative proceedings against or involving the Company relating to alleged
violation of any Environmental Requirements.

"Environmental Proceedings" shall mean any judicial or administrative
proceedings arising from or in any way associated with any Environmental
Requirement.

51
<PAGE> 8
8

"Environmental Releases" shall mean releases (as defined in CERCLA or
under any applicable state or local environmental law or regulation) of
Hazardous Materials. Environmental Releases does not include releases for
which no remediation or reporting is required by applicable Environmental
Requirements and which do not present a substantial danger to health, safety or
the environment.

"Environmental Requirements" shall mean any applicable local, state or
federal law, rule, regulation, permit, order, decision, determination or
requirement relating in any way to Hazardous Materials or to health, safety or
the environment.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time.
References to sections of ERISA shall be construed to also refer to any
successor sections.

"ERISA Affiliate" means any corporation, trade or business that is,
along with the Borrower, a member of a controlled group of corporations or a
controlled group of trades or businesses, as described in Section 414(b) and
414(c), respectively, of the Code or Section 4001 of ERISA.

"Eurodollar Auction" means a solicitation of Money Market Quotes
setting forth LIBO Margins based on the Eurodollar Rate pursuant to Section
2.2.

"Eurodollar Business Day" means any day on which banks are scheduled
to be open for business and quoting interest rates for Dollar deposits on the
London interbank market and which is also a Business Day.

"Eurodollar Rate" means, with respect to any Interest Period for a
Eurodollar Rate Loan or a Eurodollar Rate Market Loan, the offered rate as
determined by the Reference Bank in the London interbank market for deposits in
Dollars of amounts equal or comparable to the principal amount of such Loan
offered for a term comparable to such Interest Period, as currently shown on
the Reuters Screen LIBO page as of 11:00 a.m., GMT, two Eurodollar Business
Days prior to the first day of such Interest Period; provided, however, that
(a) if more than one offered rate as described above appears on the Reuters
Screen LIBO page, the rate used to determine the Eurodollar Rate will be the
consensus rate, if any, shown on such LIBO page, and if no consensus rate is
available, the rate used to determine the Eurodollar Rate will be the
arithmetic average (rounded upward, if necessary, to the next higher 1/10 of
1%) of such offered rates, or (b) if no such offered rates appear, the rate
used for such Interest Period will be the arithmetic average (rounded upward,
if necessary, to the next higher 1/10 of 1%) of rates quoted by the Reference
Bank at approximately 10:00 a.m.,

52
<PAGE> 9
9

New York time, two Eurodollar Business Days prior to the first day of such
Interest Period for deposits in Dollars offered to leading European banks for a
period comparable to such Interest Period in an amount comparable to the
principal amount of such Eurodollar Rate Loans. If the Reference Bank ceases
to use the Reuters Screen LIBO page for determining interest rates based on
Eurodollar deposit rates, a comparable internationally recognized interest rate
reporting service shall be used to determine such offered rates.

"Eurodollar Rate Loan" means a Revolving Loan that bears interest
based upon the Eurodollar Rate.

"Eurodollar Rate Market Loan" means a Money Market Loan the interest
rate on which is determined on the basis of a Eurodollar Rate pursuant to a
Eurodollar Auction.

"Event of Default" means any of the events specified in Section 8.1,
provided that any requirement for notice or lapse of time or any other
condition has been satisfied.

"Facility Termination Date" has the meaning set forth in Section 4.14.

"Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal, for each day during such period, to the weighted average
of the rates on overnight Federal Funds transactions with members of the
Federal Reserve System arranged by Federal Funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business
Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average of the quotations for
such day on such transactions received by the Reference Bank from three Federal
Funds brokers of recognized standing selected by it.

"Fees" means the fees and commissions provided for or referred to in
Sections 4.6 and 4.7 and any other fees payable by the Borrower hereunder or
under any other Loan Document.

"Fixed Charges" for any period means on a consolidated basis the sum
of (i) all Rentals (other than Rentals on Capitalized Leases) payable during
such period by the Borrower and its Restricted Subsidiaries, and (ii) all
Interest Charges on all Indebtedness (including the interest component of
Rentals on Capitalized Leases) of the Borrower and its Restricted Subsidiaries.

"Funded Debt" of the Borrower or any Restricted Subsidiary means, as
of the date of any determination thereof, (i) all Debt (including Guaranties)
of the Borrower or any Restricted Subsidiary having a final maturity of one or
more

53
<PAGE> 10
10

than one year from the date of origin thereof (or which is renewable or
extendible at the option of the obligor for a period or periods more than one
year from the date of origin), including all payments in respect thereof that
are required to be made within one year from the date of any determination of
Funded Debt, plus (but without duplication) (ii) Debt described in clause
(e)(ii) of the definition of "Debt".

"GAAP" shall mean generally accepted accounting principles at the time
in the United States.

"Governmental Approvals" means all authorizations, consents,
approvals, licenses and exemptions of, registrations and filings with, and
reports to, all Governmental Authorities.

"Governmental Authority" means any national, state or local government
(whether domestic or foreign), any political subdivision thereof or any other
governmental, quasi-governmental, judicial, public or statutory
instrumentality, authority, body, agency, bureau or entity (including, without
limitation, the Federal Deposit Insurance Corporation, the Comptroller of the
Currency or the Federal Reserve Board, any central bank or any comparable
authority) or any arbitrator with authority to bind a party at law.

"Guaranties" by any Person means all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing, or in effect guaranteeing,
any Indebtedness, dividend or other obligation of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, all obligations incurred through an agreement, contingent
or otherwise, by such Person: (a) to purchase such Indebtedness or obligation
or any property or assets constituting security therefor, (b) to advance or
supply funds (i) for the purchase or payment of such Indebtedness or
obligation, (ii) to maintain working capital or other balance sheet condition
or otherwise to advance or make available funds for the purchase or payment of
such Indebtedness or obligation, (c) to lease property or to purchase
Securities or other property or services primarily for the purpose of assuring
the owner of such Indebtedness or obligation of the ability of the primary
obligor to make payment of the Indebtedness or obligation, or (d) otherwise to
assure the owner of the Indebtedness or obligation of the primary obligor
against loss in respect thereof. For the purposes of all computations made
under this Agreement, a Guaranty in respect of any Indebtedness for borrowed
money shall be deemed to be Indebtedness equal to the principal amount of such
Indebtedness for borrowed money which has been guaranteed, and a Guaranty in
respect of any other obligation or liability or any dividend shall be deemed to
be Indebtedness equal to the maximum aggregate amount of such obligation,
liability or dividend.

54
<PAGE> 11
11

"Hazardous Material" means any hazardous or toxic chemical, waste,
byproduct, pollutant, contaminant, compound, product or substance, including,
without limitation, asbestos, polychlorinated biphenyls, petroleum (including
crude oil or any fraction thereof), and any material the exposure to, or
manufacture, possession, presence, use, generation, storage, transportation,
treatment, release, disposal, abatement, cleanup, removal, remediation or
handling of which, is prohibited, controlled or regulated by any Environmental
Law.

"Hazardous Material Activity" means any activity, event or occurrence
involving a Hazardous Material, including, without limitation, the manufacture,
possession, presence, use, generation, storage, transportation, treatment,
release, discharge, emission, disposal, abatement, cleanup, removal,
remediation or handling of any Hazardous Material.

"Indebtedness" of any Person means and includes all obligations of
such Person which in accordance with GAAP shall be classified upon a balance
sheet of such Person as liabilities of such Person, and in any event shall
include all Debt.

"Interest Charges" for any period means all interest paid or accrued
(including, without limitation, imputed or express Interest in respect of
Capitalized Leases) and all amortization of debt discount and expense on any
particular Indebtedness for which such calculations are being made.

"Interest Period" means:

(a) With respect to any Eurodollar Rate Loan, each period
commencing on the date such Eurodollar Rate Loan is made or the last day of the
next preceding Interest Period for such Loan and ending on the numerically
corresponding day in the first, second, third or sixth calendar month
thereafter, as the Borrower may select as provided in Sections 2.3, 2.6 and
2.7, except that each Interest Period that commences on the last Business Day
of a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall end on
the last Business Day of the appropriate subsequent calendar month;

(b) With respect to any Absolute Interest Rate Loan, the period
commencing on the date such Absolute Interest Rate Loan is made and ending on
any Business Day up to 180 days thereafter, as the Borrower may select as
provided in Section 2.2(b); and

(c) With respect to any Eurodollar Rate Market Loan, the period
commencing on the date such Eurodollar Rate Market Loan is made and ending on
the numerically corresponding day in the first, second, third or sixth calendar

55
<PAGE> 12
12

month thereafter, as the Borrower may select as provided in Section 2.2(b),
except that each Interest Period that commences on the last Business Day of a
calendar month (or any day for which there is no numerically corresponding day
in the appropriate subsequent calendar month) shall end on the last Business
Day of the appropriate subsequent calendar month.

Notwithstanding the foregoing: (i) if any Interest Period would extend beyond
the Commitment Termination Date, such Interest Period shall end on the
Commitment Termination Date; (ii) each Interest Period that would otherwise end
on a day which is not a Business Day shall end on the next succeeding Business
Day (or, if such next succeeding Business Day falls in the next succeeding
calendar month, on the next preceding Business Day); and (iii) notwithstanding
clause (i) above, no Interest Period for any Eurodollar Rate Loan or Eurodollar
Rate Market Loan shall have a duration of less than one month or shall extend
beyond the Commitment Termination Date and, if the Interest Period for any
Eurodollar Rate Loan or Eurodollar Rate Market Loan would otherwise be a
shorter period, such Loan shall not be available hereunder for such period.

"Investments" means all investments, in cash or by delivery of
property made, directly or indirectly in any Person, whether by acquisition of
shares of capital stock, indebtedness or other obligations or Securities or by
loan, advance, capital contribution or otherwise, provided, however, that
"Investments" shall not mean or include routine investments in property to be
used or consumed in the ordinary course of business.

"Lender" means the financial institutions from time to time identified
as Lenders on, for each Lender and for each Type of Loan, the then current
Annex I attached hereto, together with its respective successors and assigns.

"Lending Office" means, for each Lender and for each Type of Loan, the
office of each Lender specified for such Lender on Annex I attached hereto.

"LIBO Margin" has the meaning set forth in Section 2.2(c).

"Lien" means any interest in property securing an obligation owed to,
or a claim by, a Person other than the owner of the property, whether such
interest is based on the common law, statute or contract, and including but not
limited to the security interest lien arising from a mortgage, encumbrance,
pledge, conditional sale or trust receipt or a lease, consignment or bailment
for security purposes. The term "Lien" shall include reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions, restrictions,
leases and other title exceptions and encumbrances (including, with respect to
stock, stockholder agreements, voting trust agreements, buy-back agreements and
all similar arrangements) affecting property. For the purposes of this
Agreement,

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13

the Borrower or a Restricted Subsidiary shall be deemed to be the owner of any
property which it has acquired or holds subject to a conditional sale
agreement, Capitalized Lease or other arrangement pursuant to which title to
the property has been retained by or vested in some other Person for security
purposes and such retention or vesting shall constitute a Lien.

"Loan" means any Revolving Loan or Money Market Loan.

"Loan Document" means this Agreement, each of the Notes, and each
other document or instrument executed and delivered by the Borrower in
connection with this Agreement, any of the other foregoing documents or the
Loan Facility or the Bankers' Acceptance Facility.

"Loan Facility" means the loan facility described in Article 2.

"Long-Term Lease" means any lease of real or personal property (other
than a Capitalized Lease) having an original term, including any period for
which the lease may be renewed or extended at the option of the lessor, of more
than three years.

"Majority Lenders" means, as of any date, Lenders whose combined
Credit Percentages equal or exceed 66-2/3%.

"Materially Adverse Change" means, with respect to any Person, a
materially adverse change in such Person's business, assets, liabilities,
financial condition, results of operations or business prospects and, unless
otherwise agreed, as determined by the Majority Lenders.

"Materially Adverse Effect" means, with respect to any Person, a
materially adverse effect upon such Person's business, assets, liabilities,
financial condition, results of operations or business prospects and, unless
otherwise agreed, as determined by the Majority Lenders.

"Minority Interests" means any shares of stock of any class of a
Restricted Subsidiary (other than directors' qualifying shares as required by
law) that are not owned by the Borrower and/or one or more of its Restricted
Subsidiaries. Minority Interests shall be valued by valuing Minority Interests
constituting preferred stock at the voluntary or involuntary liquidating value
of such preferred stock, whichever is greater, and by valuing Minority
Interests constituting common stock at the book value of capital and surplus
applicable thereto adjusted, if necessary, to reflect any changes from the book
value of such common stock required by the foregoing method of valuing Minority
Interests in preferred stock.

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"Money Market Borrowing" has the meaning set forth in Section 2.2(b).

"Money Market Loan" means a loan made to the Borrower under Section
2.2.

"Money Market Note" means a promissory note provided for by Section
2.14(b).

"Money Market Quote" means an offer in accordance with Section 2.2(c)
by a Lender to make a Money Market Loan with one single specified interest
rate.

"Money Market Quote Request" has the meaning set forth in Section
2.2(b).

"Multiemployer Plan" has the same meaning as in ERISA.

"NationsBank" means NationsBank of Georgia, National Association.

"Net Income Available for Fixed Charges" for any period means the sum
of (i) Consolidated Net Income during such period plus (to the extent deducted
in determining Consolidated Net Income), (ii) all provisions for any federal,
state or other income taxes made by the Borrower and its Restricted
Subsidiaries during such period and (iii) Fixed Charges of the Borrower and its
Restricted Subsidiaries during such period.

"Non-Prorata Obligation" means any Money Market Loan, Acceptance
created under Section 3.1(a)(ii) or Acceptance Obligation arising in connection
with an Acceptance created under Section 3.1(a)(ii).

"Note" means a Revolving Note or a Money Market Note.

"Notice of Continuation" has the meaning set forth in Section 2.6.

"Notice of Conversion" has the meaning set forth in Section 2.7.

"Notice of Syndicated Borrowing" means a notice in the form of Exhibit
A to be delivered to a Lender pursuant to Section 2.3 evidencing the Borrower's
request for a Borrowing of Revolving Loans.

"Obligations" means, individually and collectively: (a) the Loans;
(b) all Acceptance Obligations and (c) all other indebtedness, liabilities,
obligations, covenants and duties of the Borrower owing to the Agent and/or the
Lenders of every kind, nature and description, under or in respect of this
Agreement or any

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15

of the other Loan Documents including, without limitation, the Fees, whether
direct or indirect, absolute or contingent, due or not due, contractual or
tortious, liquidated or unliquidated, and whether or not evidenced by any note.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

"Permitted Investments" means those investments specified in clause
(b), (c), (d) or (f) of Section 7.11.

"Permitted Liens" has the meaning set forth in Section 7.10.

"Person" means an individual, corporation, partnership, association,
trust or unincorporated organization, or a government or any agency or
political subdivision thereof.

"Plan" means a "pension plan," as such term is defined in ERISA,
established or maintained by the Borrower or any ERISA Affiliate or as to which
the Borrower or any ERISA Affiliate contributed or is a member or otherwise may
have any liability.

"Post-Default Rate" means a rate equal to two percent (2%) above the
Prime Rate as in effect from time to time.

"Prorata Acceptance" means any Acceptance created under Section
3.1(a)(i).

"Prorata Discount Rate" means the Discount Rate with respect to a
Prorata Acceptance plus .35 of 1 percent.

"Prime Rate" means the rate of interest publicly announced by the
Reference Bank in Atlanta, Georgia from time to time as its "prime rate" (it
being understood that the Prime Rate may not be the lowest rate the Reference
Bank charges its customers).

"Properties" shall mean all real property owned, leased or otherwise
used or occupied by the Company or any Restricted Subsidiary, wherever located.

"Purchase Money Lien" has the meaning set forth in Section 7.10(g).

"Reference Bank" means NationsBank of Georgia, National Association.

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16

"Related Investments" means equity Investments by the Borrower or any
Restricted Subsidiary in businesses related to the ongoing business lines of
the Borrower as of the Closing Date.

"Rentals" means and include as of the date of any determination
thereof all fixed payments (including as such all payments which the lessee is
obligated to make to the lessor on termination of the lease or surrender of the
property) payable by the Borrower or a Restricted Subsidiary, as lessee or
sublessee under a lease of real or personal property whether in connection with
a sale and leaseback transaction or otherwise), but shall be exclusive of any
amounts required to be paid by the Borrower or a Restricted Subsidiary (whether
or not designated as rents or additional rents) on account of maintenance,
repairs, insurance, taxes and similar charges. Fixed rents under any so-called
"percentage leases" shall be computed solely on the basis of the minimum rents,
if any, required to be paid by the lessee regardless of sales volume or gross
revenues.

"Reportable Event" has the same meaning as in ERISA.

"Request for Acceptance" has the meaning set forth in Section 3.1(b).

"Restricted Subsidiary" means any Subsidiary which has been designated
by the Borrower as a Restricted Subsidiary either in Section 1 of Schedule
6.1(b) or in accordance with Section 7.14.

"Revolving Loan" means a loan made to the Borrower pursuant to Section
2.3.

"Revolving Note" means a promissory note provided for by Section
2.14(a).

"Security" has the same meaning as in Section 2(1) of the Securities
Act of 1933, as amended.

"Subsidiary" means as to any particular parent corporation any
corporation of which more than 50% (by number of votes) of the Voting Stock
shall be beneficially owned, directly or indirectly, by such parent
corporation. The term "Subsidiary" means a subsidiary of the Borrower.

"Surviving Corporation" has the meaning set forth in Section 7.12.

"Termination Event" means (a) a Reportable Event; (b) the filing of a
notice of intent to terminate a Plan or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA or (c) the institution of proceedings
to

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17

terminate a Plan by the PBGC under Section 4042 of ERISA, or the appointment of
a trustee to administer any Plan.

"Total Capitalization" means, as of any date of determination thereof,
the sum of Consolidated Tangible Net Worth plus Consolidated Funded Debt plus
the amount of any postretirement benefits (other than pensions) of the Borrower
accrued in accordance with FAS 106 and generally accepted accounting principles
and classified as noncurrent liabilities on the balance sheet of the Borrower.

"Type" has the meaning set forth in Section 1.3.

"Unrelated Investments" means equity Investments by the Borrower or
any Restricted Subsidiary in any Person, which Investments are not Related
Investments.

"Unrestricted Subsidiary" means any Subsidiary which is not a
Restricted Subsidiary.

"Voting Stock" means Securities of any class or classes, the holders
of which are ordinarily, in the absence of contingencies, entitled to elect a
majority of the corporate directors (or Persons performing similar functions).

"Wholly-owned" when used in connection with any Subsidiary means a
Subsidiary of which all of the issued and outstanding shares of stock (except
shares required as directors' qualifying shares) and all Debt shall be owned by
the Borrower and/or one or more of its Wholly-owned Subsidiaries.

"Withdrawing Bank" has the meaning set forth in Section 2.15.

Section 1.2. General. Unless otherwise indicated, all accounting
terms, ratios and measurements shall be interpreted or determined in accordance
with GAAP. References in this Agreement to "Sections", "Articles", "Exhibits"
and "Schedules" are to sections, articles, exhibits and schedules herein and
hereto unless otherwise indicated. References in this Agreement to any
document, instrument or agreement (a) shall include all exhibits, schedules and
other attachments thereto, (b) shall include all documents, instruments or
agreements issued or executed in replacement thereof, and (c) shall mean such
document, instrument or agreement, or replacement or predecessor thereto, as
amended, modified or supplemented from time to time and in effect at any given
time. Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter. Unless explicitly set forth to the
contrary, a reference to "Subsidiary" shall mean a Subsidiary of the Borrower
or a Subsidiary of such

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18

Subsidiary and a reference to an "Affiliate" shall mean a reference to an
Affiliate of the Borrower. Unless otherwise indicated, all references to time
are references to Atlanta, Georgia time.

Section 1.3. Classes and Types of Loans. Loans hereunder are
distinguished by "Class" and by "Type". The "Class" of a Loan refers to
whether such Loan is a Money Market Loan or a Revolving Loan, each of which
constitutes a Class. The "Type" of a Loan refers to whether such Loan is a
Base Rate Loan, a Eurodollar Rate Loan, an Absolute Interest Rate Loan or a
Eurodollar Rate Market Loan, each of which constitutes a Type. Loans may be
identified by both Class and Type.

ARTICLE 2

LOAN FACILITY

Section 2.1. Loans. Subject to the terms and conditions of this
Agreement, each Lender severally agrees to make Loans to the Borrower in
Dollars during the period from and including the Effective Date hereof to but
not including the Commitment Termination Date in an aggregate principal amount
at any one time outstanding up to but not exceeding the amount of the
Commitment of such Lender as in effect from time to time; provided, however,
that in no event shall the aggregate principal amount of all Revolving Loans,
together with the aggregate BA Face Amount of all outstanding Acceptances, the
aggregate amount of all Acceptance Obligations and the aggregate principal
amount of all Money Market Loans, exceed the aggregate amount of the
Commitments as in effect from time to time. Subject to the terms and
conditions of this Agreement, during such period the Borrower may borrow, repay
and reborrow the amount of the Commitments by means of Base Rate Loans and
Money Market Loans and Eurodollar Rate Loans and Acceptances and may Convert
Revolving Loans of one Type into Revolving Loans of another Type (all subject
to and as provided in Section 2.7) or Continue Loans of one Type as Loans of
the same Type (as provided in Section 2.6); provided, however, that there may
be no more than ten different Interest Periods for both Revolving Loans and
Money Market Loans outstanding at the same time.

Section 2.2. Money Market Loans.

(a) The Borrower may, on the terms and conditions of this
Agreement, request the Lenders to make offers to make Money Market Loans to the
Borrower in Dollars. The Lenders may, but shall have no obligation to, make
such offers and the Borrower may, but shall have no obligation to, accept any

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19

such offers in the manner set forth in this Section. Money Market Loans may be
Eurodollar Rate Market Loans or Absolute Interest Rate Loans, provided that:

(i) there may be no more than ten different Interest
Periods for both Revolving Loans and Money Market Loans outstanding at
the same time; and

(ii) the aggregate principal amount of all Money Market
Loans, together with the aggregate principal amount of all Revolving
Loans, the aggregate BA Face Amount of all outstanding Acceptances and
the aggregate amount of all Acceptance Obligations, at any one time
outstanding shall not exceed the aggregate amount of the Commitments
at such time.

(b) When the Borrower wishes to request offers to make Money
Market Loans, it shall give each of the Lenders telephonic notice (a "Money
Market Quote Request") so as to be received no later than 12:00 noon on (x) the
third Eurodollar Business Day prior to the date of borrowing proposed therein,
in the case of a Eurodollar Auction or (y) the date of borrowing proposed
therein, in the case of an Absolute Interest Rate Auction. The Borrower may
request offers to make Money Market Loans for up to four different Interest
Periods in a single notice; provided, however, that the request for each
separate Interest Period shall be deemed to be a separate Money Market Quote
Request for a separate borrowing (a "Money Market Borrowing"). Each Money
Market Borrowing shall be at least $1,000,000 (or a larger multiple of
$100,000) but shall not cause the limits specified in Section 2.2(a) to be
violated.

(c) Each Lender may submit one or more Money Market Quotes, each
containing an offer to make a Money Market Loan in response to any Money Market
Quote Request; provided, however, that, if the Borrower's request under Section
2.2(b) specified more than one Interest Period, such Lender may make a single
submission containing one or more Money Market Quotes for each such Interest
Period. Each Money Market Quote must be submitted to the Borrower not later
than (x) 10:00 a.m. on the second Eurodollar Business Day immediately prior to
the proposed date of borrowing, in the case of a Eurodollar Auction or (y) 1:00
p.m. on the proposed date of borrowing, in the case of an Absolute Interest
Rate Auction. Subject to Sections 2.8, 2.9 and 5.2 and Article 8, any Money
Market Quote so made shall be irrevocable. Each Money Market Quote shall be
substantially in the form of Exhibit B hereto and shall specify: (i) the
proposed date of borrowing and the Interest Period therefor; (ii) the principal
amount of the Money Market Loan for which each such offer is being made, which
principal amount shall be at least $1,000,000 (or a larger multiple of
$100,000); provided, however, that the aggregate principal amount of all Money
Market Loans for which a Lender submits Money Market Quotes (A) may not be

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20

greater than the unused Commitment of such Lender and (B) may not exceed the
principal amount of the Money Market Borrowing for a particular Interest Period
for which offers were requested; (iii) in the case of a Eurodollar Auction, the
margin above or below the applicable Eurodollar Rate (the "LIBO Margin")
offered for each such Money Market Loan, expressed as a percentage (rounded
upwards, if necessary, to the nearest 1/100th of 1%) to be added to or
subtracted from the applicable Eurodollar Rate; (iv) in the case of an Absolute
Interest Rate Auction, the rate of interest per annum (rounded upwards, if
necessary, to the nearest 1/100th of 1%) offered for each such Money Market
Loan (the "Absolute Interest Rate"); and (v) the identity of the quoting
Lender. No Money Market Quote shall contain qualifying, conditional or similar
language or propose terms other than or in addition to those of the Money
Market Quote Request and, in particular, no Money Market Quote may be
conditioned upon acceptance by the Borrower of all (or some specified minimum)
of the principal amount of the Money Market Loan for which such Money Market
Quote is being made.

(d) Not later than (x) 11:00 a.m. on the second Eurodollar
Business Day immediately prior to the date of borrowing proposed therein, in
the case of a Eurodollar Auction or (y) 2:00 p.m. on the proposed date of
borrowing, in the case of an Absolute Interest Rate Auction, the Borrower shall
notify each Lender by telephone of the Borrower's acceptance or nonacceptance
of the Money Market Quotes submitted to the Borrower by such Lender. The
failure of the Borrower to give such notice by such time shall constitute
nonacceptance of any such Money Market Quote. The Borrower may accept any
Money Market Quote in whole or in part (provided that any Money Market Quote
accepted in part shall be at least $1,000,000 or a larger multiple of
$100,000); provided, however, that: (i) the aggregate principal amount of each
Money Market Borrowing may not exceed the applicable amount set forth in the
related Money Market Quote Request; (ii) the aggregate principal amount of each
Money Market Borrowing shall be at least $1,000,000 (or a larger multiple of
$100,000) but shall not cause the limits specified in Section 2.2(a) to be
violated; and (iii) the Borrower may not accept any offer that fails to comply
with Section 2.2(c) or otherwise fails to comply with the requirements of this
Agreement (including, without limitation, Section 2.2(a)).

(e) Any Lender whose offer to make any Money Market Loan has been
accepted shall, not later than 3:00 p.m. on the date specified for the making
of such Loan and subject to the other terms and conditions of this Agreement,
make the amount of such Loan available to the Borrower at the Borrower's
Account in immediately available funds.

(f) The amount of any Money Market Loan made by any Lender shall
constitute a utilization of such Lender's Commitment.

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21

Section 2.3. Borrowings of Revolving Loans. (a) Subject to the terms
and conditions hereof, during the period from the Effective Date to the
Commitment Termination Date, each Lender severally agrees to make Revolving
Loans to the Borrower in an aggregate principal amount at any time outstanding
up to but not exceeding, such Lender's Commitment. Subject to the terms and
conditions of this Agreement, during the period from the Effective Date to the
Commitment Termination Date, the Borrower may borrow, repay and reborrow
Revolving Loans. All Borrowings of Revolving Loans shall be at an aggregate
minimum amount of $1,000,000 and integral multiples of $100,000 in excess of
that amount. The Borrower shall give the Lenders notice of each Borrowing of
Revolving Loans hereunder by means of a Notice of Syndicated Borrowing. Each
Notice of Syndicated Borrowing shall specify: (a) the requested date of the
Borrowing of Revolving Loans, (b) the requested Type of such Loans, (c) if such
Loans are to be Eurodollar Rate Loans, the initial Interest Period for such
Loans and (d) the amount of and Lender for any outstanding Loans. Each such
Notice of Syndicated Borrowing shall be given by the Borrower to Lenders not
later than 12:00 noon on the date of any proposed Borrowing of Base Rate Loans
and on the third Eurodollar Business Day prior to the date of any proposed
Borrowing of Eurodollar Rate Loans. Subject to the terms and conditions of
this Agreement, not later than 3:00 p.m. on the date specified for each
Borrowing of Revolving Loans hereunder, each Lender shall make available the
amount of the Revolving Loan or Loans to be made by it on such date to the
Borrower, at the Borrower's Account, in immediately available funds.

(b) If the Borrower requests a Borrowing of Revolving Loans at any
time when there are Non-Prorata Obligations outstanding, each Lender shall, to
the extent its Commitment exceeds its Credit Percentage of the aggregate
outstanding principal balance of all Revolving Loans and the aggregate BA Face
Amount of all Prorata Acceptances, fund such excess to the Borrower's Account
up to a maximum of its Credit Percentage of such requested Borrowing of
Revolving Loans. To the extent such excess is not equal to or greater than
such Lender's Credit Percentage of such requested Borrowing of Revolving Loans,
the Borrower shall, by written notice to the Lenders and the Reference Bank
prior to the date of such requested Borrowing of Revolving Loans, advise the
Lenders and the Reference Bank that it has Non-Prorata Obligations outstanding
with one or more of the Lenders and that it is electing to take a credit
against its request for such Borrowing of Revolving Loans by maintaining all or
a portion of the requested Borrowing of Revolving Loans as Non-Prorata
Obligations to the extent necessary in order for a Lender holding Non-Prorata
Obligations to meet its obligation to fund up to its Credit Percentage of the
requested Borrowing of Revolving Loans.

(c) At any time when a requested Borrowing of Revolving Loans has
been funded in whole or in part by Non-Prorata Obligations as provided in

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22

Section 2.3(b), the Borrower shall provide to the Reference Bank and the
Lenders a report detailing its records concerning the dates, maturities,
amounts, balances, payment amounts and payment schedules of all Non-Prorata
Obligations then outstanding. Such report also shall identify specifically
those Non-Prorata Obligations used to fund all or a portion of any Revolving
Loans in accordance with Section 2.3(b). Such report shall be delivered with
each Notice of Syndicated Borrowing. Delivery of the report required by this
Section 2.3(c) shall constitute the Borrower's representation and warranty that
the information contained in such report is true, correct and complete in all
respects as of the date of such report.

(d) Notwithstanding the Borrower's election to take a credit
against its Borrowing of Revolving Loans and the corresponding credit against
any Lender's obligation to fund all or a portion of any Revolving Loans by
maintaining Non-Prorata Obligations, such Non-Prorata Obligations shall for all
purposes hereunder be treated as Money Market Loans, Acceptances or Acceptance
Obligations, as the case may be.

Section 2.4. Several Obligations. No Lender shall be responsible in
any way for the failure of any other Lender to make a Loan to be made by such
other Lender pursuant to this Agreement; provided, however, that the failure of
any Lender to make a Revolving Loan to be made by it in connection with a
Notice of Syndicated Borrowing shall not relieve the obligation of each other
Lender to make the Revolving Loan to be made by such other Lender in connection
with such Notice of Syndicated Borrowing.

Section 2.5. Interest. The Borrower hereby promises to pay to each
Lender interest on the unpaid principal amount of each Loan made by such Lender
for the period from and including the date of such Loan to but excluding the
date such Loan shall be paid in full, at the following per annum rates:

(a) during such periods as such Loan is a Base Rate Loan,
the Base Rate (as in effect from time to time) plus the Applicable
Margin (if any);

(b) during such periods as such Loan is a Eurodollar Rate
Loan, the Adjusted Eurodollar Rate for such Loan for the Interest
Period therefor plus the Applicable Margin for Eurodollar Rate Loans;

(c) if such Loan is a Eurodollar Rate Market Loan, the
Adjusted Eurodollar Rate for such Loan for the Interest Period
therefor plus or minus, as appropriate, the LIBO Margin quoted by the
Lender making such Loan; and

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23

(d) if such Loan is an Absolute Interest Rate Loan, the
Absolute Interest Rate for such Loan for the Interest Period therefor
quoted by the Lender making such Loan.

Accrued interest on each Loan shall be payable (i) in the case of a Base Rate
Loan, on the last Business Day of each March, June, September and December,
(ii) in the case of a Eurodollar Rate Loan, on the last day of each Interest
Period therefor and, if such Interest Period is longer than three months, at
three-month intervals following the first day of such Interest Period, (iii) in
the case of a Money Market Loan, on the last day of each Interest Period
therefor and, if such Interest Period is longer than three months (in the case
of a Eurodollar Rate Market Loan) or 90 days (in the case of a Absolute
Interest Rate Loan), at three-month or 90-day (as the case may be) intervals
following the first day of such Interest Period and (iv) in the case of any
Loan, upon the payment, prepayment or Continuation thereof or the Conversion of
such Loan to a Loan of another Type (but only on the principal amount so paid,
prepaid or Converted). Notwithstanding the foregoing, interest payable at the
Post-Default Rate shall be payable from time to time on demand. Promptly after
the determination of any Eurodollar Rate or the Base Rate, or any change in the
Base Rate, the Reference Bank shall give notice thereof to the Lenders to which
such interest is payable and to the Borrower. Each determination by the
Reference Bank of an interest rate hereunder shall be conclusive and binding on
the Borrower and the Lenders for all purposes, absent manifest error.

Section 2.6. Continuation of Loans So long as no Default or Event of
Default has occurred and is continuing, with respect to any Borrowing
consisting of Eurodollar Rate Loans, the Borrower may, subject to the
provisions of Sections 2.8 and 2.9 and Article 8, elect to maintain such
Borrowing or any portion thereof as consisting of Eurodollar Rate Loans by
selecting a new Interest Period for such Borrowing, which new Interest Period
shall commence on the last day of the immediately preceding Interest Period.
Each Continuation shall constitute a Borrowing and shall be made by notice
given not later than 12:00 noon on the third Eurodollar Business Day prior to
the date of any such Continuation by the Borrower to the Lenders and the
Reference Bank. Such notice by the Borrower of a Continuation (a "Notice of
Continuation") shall be by telephone or telecopy, confirmed immediately in
writing if by telephone, in substantially the form of Exhibit C hereto,
specifying (a) the date of such Continuation, (b) the Type of Loans subject to
such Continuation, (c) the aggregate amount of Loans subject to such
Continuation and (d) the duration of the selected Interest Period, all of which
shall be specified in such manner as is necessary to comply with all
limitations on Revolving Loans outstanding hereunder. Upon receipt of a Notice
of Continuation, the Reference Bank shall determine the Adjusted Eurodollar
Rate, and promptly notify the Borrower and the Lenders by telephone (promptly
confirmed in writing by telecopier) or in

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24

writing thereof by facsimile transmission. The Borrower may elect to combine
more than one Borrowing consisting of Eurodollar Rate Loans into one Borrowing
and select a new Interest Period pursuant to this Section; provided, however,
that each of the Borrowings to be combined shall consist of Revolving Loans
having Interest Periods ending on the same date. If the Borrower shall fail to
select a new Interest Period for any Borrowing consisting of Eurodollar Rate
Loans in accordance with this Section, such Loans will automatically, on the
last day of the then existing Interest Period therefore, convert into Base Rate
Loans.

Section 2.7. Conversion of Loans. So long as no Default or
Event of Default has occurred and is continuing, the Borrower may on any
Business Day, upon notice (each such notice, a "Notice of Conversion") given to
the Reference Bank and the Lenders, and subject to the provisions of Sections
2.8 and 2.9 and Article 8, Convert the entire amount of or a portion of all
Revolving Loans of one Type comprising the same Borrowing into Revolving Loans
of another Type; provided, however, that any Conversion of any Eurodollar Rate
Loans into Revolving Loans of another Type shall be made on, and only on, the
last day of an Interest Period for such Revolving Loans and, upon Conversion of
any Base Rate Loans into Revolving Loans of another Type, the Borrower shall
pay accrued interest to the date of Conversion on the principal amount
Converted. Each such Notice of Conversion shall be given by the Borrower to
the Reference Bank and the Lenders not later than 12:00 noon on the date of any
proposed conversion into Base Rate Loans and on the third Eurodollar Business
Day prior to the date of any proposed Conversion into Eurodollar Rate Loans.
Subject to the restrictions specified above, each Notice of Conversion shall be
by telephone or telecopy (confirmed immediately in writing if by telephone) in
substantially the form of Exhibit D hereto specifying (a) the requested date of
such Conversion, (b) the Type of Loans to be converted, (c) the portion of such
Type of Loan to be converted, (d) the Type of Loan such Loans are to be
converted into and (e) if such Conversion is into Eurodollar Rate Loans, the
requested duration of the Interest Period of such Loans. Each Conversion shall
be in an aggregate amount for the Loans of all Lenders of not less than
$1,000,000 or an integral multiple of $100,000 in excess thereof. Upon receipt
of a Notice of Conversion, the Reference Bank shall determine the Adjusted
Eurodollar Rate, if applicable, and promptly notify the Borrower and the
Lenders by telephone (confirmed in writing by facsimile transmission) or in
writing thereof by facsimile transmission. The Borrower may elect to Convert
the entire amount of or a portion of all Revolving Loans of one Type comprising
more than one Borrowing into Revolving Loans of another Type by combining such
Borrowings into one Borrowing consisting of Revolving Loans of another Type;
provided, however, that if the Borrowings so combined consist of Eurodollar
Rate Loans, such Revolving Loans shall have Interest Periods ending on the same
date.

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Section 2.8. Limitation on Types of Loans. Notwithstanding anything
herein to the contrary, if, on or prior to the determination of any Eurodollar
Rate for any Interest Period:

(a) the Reference Bank determines, which determination shall be
conclusive, and notifies the Borrower that quotations of interest rates for the
relevant deposits referred to in the definition of "Eurodollar Rate" in Section
1.1 are not being provided in the relevant amounts or for the relevant
maturities for purposes of determining rates of interest for Eurodollar Rate
Loans as provided herein; or

(b) any Lender that has outstanding a Money Market Quote with
respect to a Eurodollar Rate Market Loan determines, which determination shall
be conclusive, and notifies the Borrower, that the relevant rates of interest
referred to in the definition of "Eurodollar Rate" in Section 1.1 upon the
basis of which the rate of interest for such Eurodollar Rate Market Loan is to
be determined are not likely adequate to cover the cost to such quoting Lender
of making or maintaining such Eurodollar Rate Market Loan; or

(c) any Lender determines, which determination shall be
conclusive, and notifies the Borrower and the Reference Bank that the relevant
rates of interest referred to in the definition of "Eurodollar Rate" in Section
1.1 upon the basis of which the rate of interest for Eurodollar Rate Loans for
such Interest Period is to be determined are not likely adequate to cover the
cost to such Lender of making or maintaining Eurodollar Rate Loans for such
Interest Period;

then the Borrower shall give the Reference Bank and each Lender prompt notice
thereof and, so long as such condition remains in effect, (i) in the case of
clause (a) or (c) above, the Lenders shall be under no obligation to make
additional Eurodollar Rate Loans, to Continue Eurodollar Rate Loans or to
Convert Base Rate Loans into Eurodollar Rate Loans and the Borrower shall, on
the last day(s) of the then current Interest Period(s) for the outstanding
Eurodollar Rate Loans, either prepay such Loans or Convert such Loans into Base
Rate Loans and (ii) in the case of clause (b) above, no Lender that has
outstanding a Money Market Quote with respect to a Eurodollar Rate Market Loan
shall be under any obligation to make such Eurodollar Rate Market Loan.

Section 2.9. Illegality. Notwithstanding any other provision of this
Agreement to the contrary, in the event that it becomes unlawful for any Lender
to honor its obligation to make or maintain Eurodollar Rate Loans or Eurodollar
Rate Market Loans hereunder, then such Lender shall promptly notify the
Borrower thereof and such Lender's obligation to make or Continue, or to
Convert Loans of any other Type into, Eurodollar Rate Loans or Eurodollar Rate
Market Loans, as the case may be, shall be suspended until such time as such

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Lender may again make and maintain such Loans (in which case the provisions of
Section 2.10 shall be applicable).

Section 2.10. Treatment of Affected Loans. If the obligation of any
Lender to make Eurodollar Rate Loans or to Continue, or to Convert Base Rate
Loans into, Eurodollar Rate Loans shall be suspended pursuant to Section 2.9,
such Lender's Eurodollar Rate Loans shall be automatically Converted into Base
Rate Loans on the last day(s) of the then current Interest Period(s) for
Eurodollar Rate Loans (or, in the case of a Conversion required by Section 2.9,
on such earlier date as such Lender may specify to the Borrower) and, unless
and until such Lender gives notice as provided below that the circumstances
specified in Section 2.9 that gave rise to such Conversion no longer exist:

(a) to the extent that such Lender's Eurodollar Rate Loans have
been so Converted, all payments and prepayments of principal that would
otherwise be applied to such Lender's Eurodollar Rate Loans shall be applied
instead to its Base Rate Loans; and

(b) all Loans that would otherwise be made or Continued by such
Lender as Eurodollar Rate Loans shall be made or Continued instead as Base Rate
Loans, and all Base Rate Loans of such Lender that would otherwise be Converted
into Eurodollar Rate Loans shall remain as Base Rate Loans.

If such Lender gives notice to the Borrower that the circumstances specified in
Section 2.9 that gave rise to the Conversion of such Lender's Eurodollar Rate
Loans pursuant to this Section no longer exist (which such Lender agrees to do
promptly upon such circumstances ceasing to exist) at a time when Eurodollar
Rate Loans made by other Lenders are outstanding, such Lender's Base Rate Loans
shall be automatically Converted, on the first day(s) of the next succeeding
Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent
necessary so that, after giving effect thereto, all Loans held by the Lenders
holding Eurodollar Rate Loans and by such Lender are held prorata (as to
principal amounts, Types and Interest Periods) in accordance with their
respective Commitments.

Section 2.11. Reductions of the Commitments. The Borrower shall have
the right (a) so long as no Loans, Acceptances or Acceptance Obligations are
outstanding, to terminate the Commitments, and (b) to reduce the aggregate
unused amount of the Commitments, at any time and from time to time without
penalty or premium upon not less than three days prior written notice to the
Lenders of each such termination or reduction, which notice shall specify the
effective date thereof and the amount of any such reduction (which in the case
of any partial reduction of the Commitments shall not be less than $10,000,000
and integral multiples of $5,000,000 in excess of that amount) and shall be

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irrevocable once given and effective only upon receipt by the Lenders. The
Commitments, once terminated or reduced pursuant to this Section, may not be
reinstated.

Section 2.12. Prepayments; Funding Losses. The Borrower may prepay
any Loan at any time; provided, however, that in the event the Borrower prepays
any Eurodollar Rate Loan, Eurodollar Rate Market Loan or Absolute Interest Rate
Loan made by a Lender prior to the end of the applicable Interest Period
therefor, the Borrower shall indemnify such Lender against any loss, cost or
expense incurred by such Lender as a result of any such prepayment including,
without limitation, any loss (including loss of anticipated profits), cost or
expense incurred by reason of the liquidation or re-employment of deposits or
other funds acquired by such Lender to fund such Loan made by such Lender, such
amount to be determined by such Lender and such determination by such Lender
shall be binding upon the Borrower absent manifest error. The Borrower may
prepay any Base Rate Loan at any time without penalty or premium. Further, the
Borrower shall indemnify each Lender against any loss, cost or expense incurred
by such Lender as a result of any failure to fulfill, on or before the date for
any borrowing, Continuation or Conversion of Loans, the applicable conditions
set forth in Section 5.2, or as a result of the failure of the Borrower to
borrow any requested Loan, including, without limitation, any loss (including
loss of anticipated profits), cost or expense incurred by reason of the
liquidation or re-employment of deposits or other funds acquired by such Lender
to fund the Loan to be made by such Lender, such amount to be determined by
each Lender and such determination by such Lender shall be binding upon the
Borrower, absent manifest error.

Section 2.13. Repayment of Loans. The Borrower shall repay the
entire outstanding principal amount of, and all accrued interest on, all
Revolving Loans on the Commitment Termination Date. The Borrower shall repay
the entire outstanding principal amount of, and all accrued interest on, each
Money Market Loan and Eurodollar Rate Loan on the last day of the Interest
Period for such Money Market Loan or Eurodollar Rate Loan, as the case may be,
and on the Commitment Termination Date.

Section 2.14. Notes.

(a) The Revolving Loans made by each Lender shall be evidenced by
a single promissory note of the Borrower substantially in the form of Exhibit
E-1 hereto, dated the Agreement Date, payable to such Lender in a principal
amount equal to the amount of its Commitment as originally in effect and
otherwise duly completed.

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(b) The Money Market Loans made by any Lender shall be evidenced
by a single promissory note of the Borrower substantially in the form of
Exhibit E-2 hereto, dated the Agreement Date, payable to such Lender and
otherwise duly completed.

Section 2.15. Extension of Commitment Termination Date.

(a) At least one hundred twenty (120) days before the first
Anniversary Date, or any subsequent Anniversary Date, each year the Borrower
shall, unless all of the Commitments shall be reduced to zero pursuant to
Section 2.11, provide to each Lender a request for extension by each Lender of
its Commitment pursuant to this Section 2.15. At least one hundred (100) days
before the first Anniversary Date or any subsequent Anniversary Date, each
Lender shall provide to the Borrower written notice of whether such Lender
intends to extend its Commitment pursuant to this Section 2.15. In the event
any Lender fails to provide such notice within the time period specified, such
Lender shall be deemed to have rejected such request to extend such Lender's
Commitment as contemplated by this Section 2.15.

(b) At least ninety (90) days before the first Anniversary Date,
or any subsequent Anniversary Date, the Borrower shall notify the other Lenders
which of the Lenders have elected to not extend their respective Commitments
("Withdrawing Lenders") and which of the Lenders have elected to extend their
Commitments ("Remaining Lenders"). Unless the Commitments of the Withdrawing
Lenders are assumed pursuant to Section 2.15(c) or (d) below, the Commitments
of the Withdrawing Lenders shall terminate on the date which is the third
Anniversary Date immediately following such request and the Notes of the
Lenders that have indicated their willingness to extend their respective
Commitments shall mature on the third Anniversary Date following the
Anniversary Date with respect to which the Borrower made its request pursuant
to this Section 2.15.

(c) From and after the date the Borrower delivers the notice
required by Section 2.15(b) above (the "New Lenders' Assumption Period") until
a date not later than sixty (60) days before the Anniversary Date, the Borrower
may have one or more new financial institutions ("New Assuming Lenders") assume
the Commitments of the Withdrawing Lenders. So long as the Commitments have
not been terminated hereunder, the New Assuming Lenders and the Withdrawing
Lenders will within the New Assuming Lenders' Assumption Period execute and
deliver such assumption documents as a New Assuming Lender or a Withdrawing
Lender may require to effect such assumption.

(d) From and after the last day of the New Lenders' Assumption
Period until a date not later than sixteen (16) days before the Anniversary
Date

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of such New Lenders' Assumption Period ("Remaining Lenders' Assumption
Period"), the Remaining Lenders shall have the right to assume the Commitments
of the Withdrawing Lenders (subject to any assumption pursuant to clause (c)
above) in proportion to their respective share of the Commitments of such
Remaining Lenders. A Remaining Lender may decline in its sole discretion to so
assume the Commitments of the Withdrawing Lenders. In such event, the
Remaining Lenders interested in such assumption ("Assuming Lenders") shall
assume the Commitments of the Withdrawing Lenders in proportion to their
respective share of the Commitments of the Assuming Lenders. So long as the
Commitments have not been terminated hereunder, the Assuming Lenders and the
Withdrawing Lenders will within the Remaining Lenders' Assumption Period
execute and deliver such assumption documents as an Assuming Lender or a
Withdrawing Lender may require to effect such assumption.

(e) Each of the Assuming Lenders or the New Assuming Lenders, as
appropriate, shall assume not only the Withdrawing Lenders' obligations
hereunder but also under each Loan Document.

ARTICLE 3

BANKERS ACCEPTANCE FACILITY

Section 3.1. Bankers Acceptance Facility.

(a) Bankers Acceptance Facility.

(i) Committed Acceptance Facility. Subject to the terms and
conditions of this Agreement, each Lender severally agrees to extend
credit to the Borrower during the period from the Effective Date to
the Commitment Termination Date by providing for bankers acceptance
financing resulting from the acceptance of Drafts issued by the
Borrower in favor of such Lender in an aggregate BA Face Amount at any
one time outstanding up to but not exceeding the amount of the
Commitment of such Lender as in effect from time to time; provided,
however, that in no event shall the limits specified in Section 3.1(b)
be violated.

(ii) Bid Acceptance Facility.

(A) Bid Request. The Borrower may, on the terms
and conditions of this Agreement, request the Lenders to make
offers to create Acceptances. The Lenders may, but shall have
no obligation to, make such offers and the Borrower may, but

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shall have no obligation to, accept any such offers in the
manner set forth in this Section.

(B) Bid Submission. Each Lender may submit one
or more bids for a Bid Acceptance in response to any Request
for Acceptance with respect to such Bid Acceptance. Each such
bid must be submitted to the Borrower not later than 10:00
a.m. on the date of the requested Bid Acceptance as set forth
in the related Request for Acceptance. Subject to Sections
5.2 and Article 8, any such bid so made shall be irrevocable.
Each such bid shall specify: (i) the Discount Rate; and (ii)
the BA Face Amount of the Bid Acceptance for which each such
offer is being made, which BA Face Amount shall be at least
$1,000,000 (or a larger multiple of $100,000); provided,
however, that the aggregate face amount of all Bid Acceptances
for which a Lender submits a bid (x) may not be greater than
the unused Commitment of such Lender and (y) may not exceed
the BA Face Amount of the Bid Acceptances for which offers
were requested. No such bid shall contain qualifying,
conditional or similar language or propose terms other than or
in addition to those of the Request for Acceptance and, in
particular, no bid may be conditioned upon acceptance by the
Borrower of all (or some specified minimum) of the BA Face
Amount of the Bid Acceptances for which such bid is being
made.

(C) Bid Acceptance. Not later than 11:30 a.m. on
the date of the Request for Acceptance with respect to such
Bid Acceptance, the Borrower shall notify each Lender by
telephone of the Borrower's acceptance or nonacceptance of
such bid submitted to the Borrower by such Lender. The
failure of the Borrower to give such notice by such time shall
constitute nonacceptance of any such bid. The Borrower may
accept any such bid in whole or in part; provided however
that: (x) the aggregate BA Face Amount of each Bid Acceptance
may not exceed the applicable amount set forth in the related
Request for Acceptance; (y) the aggregate BA Face Amount of
each Bid Acceptance shall be at least $1,000,000 (or a larger
multiple of $100,000) but shall not cause the limits specified
in Section 3.1(b) to be violated; and (z) the Borrower may not
accept any offer that fails to meet the requirements of this
Agreement (including, without limitation, this Section). The
BA Face Amount of any Bid Acceptance created by any Lender
shall constitute a utilization of such Lender's Commitment.

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(b) Each Acceptance shall be created by a Lender hereunder by such
Lender accepting a draft in such form as such Lender customarily accepts (a
"Draft"), such Draft (i) being drawn by the Borrower on such Lender in
accordance with the terms hereof, (ii) being dated the date of acceptance of
such Draft by such Lender and (iii) maturing on the Business Day up to 180 days
after the date of such Draft but in no event having a maturity date later than
the Commitment Termination Date. Further, each Draft shall specify that
presentment for payment shall be made by the holder thereof not more than
thirty days after the maturity date thereof. In no event shall the aggregate
principal amount of all Revolving Loans, together with the aggregate BA Face
Amount of all outstanding Acceptances, the aggregate amount of all Acceptance
Obligations and the aggregate principal amount of all Money Market Loans,
exceed the aggregate amount of the Commitments as in effect from time to time.
Each Acceptance created hereunder shall have face amount of at least $1,000,000
and integral multiples of $100,000 in excess thereof.

(c) The Borrower shall request (a "Request for Acceptance") that the
Lenders accept a Prorata Acceptance or request offers for a Bid Acceptance by
giving each Lender written notice or telephonic notice not later than 11:30
a.m. on the date of the requested Acceptance. Not later than 12:00 noon on the
date of the requested Prorata Acceptance as set forth in the Request for
Acceptance and subject to the other terms and conditions of this Agreement,
each such Lender will, in accordance with such Request for Acceptance, (i) fill
in the date, amount and maturity of a Draft and (ii) accept such Draft at the
location of such Lender specified for such purpose on the signature page
hereof. A Lender whose bid to make a Bid Acceptance has been accepted by the
Borrower shall, not later than 12:00 noon on the date of the requested Bid
Acceptance as set forth in the related Request for Acceptance subject to the
other terms and conditions of this Agreement, in accordance with such Request
for Acceptance, (i) fill in the date, amount and maturity of a Draft and (ii)
accept such Draft at the location of such Lender specified for such purpose on
the signature page hereof.

Section 3.2. Supply of Drafts/Power of Attorney. To enable each
Lender to create Acceptances in the manner specified in Section 3.5, the
Borrower shall, at the Borrower's election, either (i) supply such Lender with
a sufficient number of blank Drafts duly executed by the Borrower or (ii)
provide such Lender with a power of attorney, in substantially the form of
Exhibit F ("Power of Attorney"). In case any authorized signatory of the
Borrower whose signature shall appear on any Draft or a Power of Attorney shall
cease to have such authority before the creation of an Acceptance, such
signature shall nevertheless be valid and sufficient for all purposes as if
such authority had remained in force at the time of such creation.

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Section 3.3. Discount. If a Lender shall create a Prorata Acceptance,
subject to the terms and conditions of this Agreement, such Lender shall
deliver to the Borrower at the Borrower's Account an amount equal to (a) the BA
Face Amount of such Acceptance minus (b) the product of (i) the BA Face Amount
and (ii) the Prorata Discount Rate. If a Lender shall create a Bid Acceptance,
subject to the terms and conditions of this Agreement, such Lender shall
deliver to the Borrower at the Borrower's Account an amount equal to (a) the BA
Face Amount of such Acceptance minus (b) the product of (i) the BA Face Amount
and (ii) the Discount Rate. A Lender may at any time or from time to time
sell, rediscount or otherwise dispose of any such Acceptance.

Section 3.4. Termination of the Acceptance Commitment. Notwithstanding
anything to the contrary herein, if any restriction is imposed on a Lender
including, without limitation, any change in acceptance limits imposed on such
Lender, which would prevent such Lender from creating Acceptances; then such
Lender may, by notice to the Borrower and the other Lenders in writing or by
telephone (confirmed in writing), terminate the obligation of such Lender to
create Acceptances hereunder in whole or in part, effective on the date on
which such Lender gives such notice.

Section 3.5. Acceptance Obligation.

(a) The Borrower is obligated, and hereby absolutely and
unconditionally agrees, to pay to each Lender the BA Face Amount of each
Acceptance created by such Lender hereunder on the maturity date of such
Acceptance (the obligation of the Borrower under this Section with respect to
any Acceptance being the "Acceptance Obligation" with respect to such
Acceptance) in the manner set forth in subsection (b) below.

(b) The Borrower shall pay each Acceptance Obligation in the
following manner:

(i) the Borrower shall pay the amount of the Acceptance
Obligation to the Lender which created such Acceptance in accordance
with Section 4.3; or

(ii) Pursuant to Section 4.3, such Lender may debit any
deposit account of the Borrower maintained with such Lender and
appropriate and apply an amount of funds in such account equal to the
Acceptance Obligations outstanding at such time in satisfaction of the
Borrower's obligations set forth in subsection (i) above.

Section 3.6. Obligations Absolute. The obligations of the Borrower to
pay at maturity the amount of any Acceptance created hereunder shall be

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unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances including, without limitation,
the following circumstances:

(i) any lack of validity or enforceability of any Draft;

(ii) the existence of any claim, set-off, defense or other
right which the Borrower or any Affiliate of the Borrower may have at
any time against any holder of any Draft, any Lender or any other
Person, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction;

(iii) the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Loan
Documents;

(iv) any non-application or misapplication by the holder
of an Acceptance; or

(v) the fact that a Default or Event of Default shall
have occurred and be continuing.

Section 3.7. Non-Prorata Obligations.

(a) If the Borrower requests Prorata Acceptances at any time when
there are Non-Prorata Obligations outstanding, each Lender shall, to the extent
its Commitment exceeds its Credit Percentage of the aggregate outstanding
principal balance of all Revolving Loans and the aggregate BA Face Amount of
all Prorata Acceptances, fund such excess to the Borrower's Account up to a
maximum of its Credit Percentage of such requested Prorata Acceptances. To the
extent such excess is not equal to or greater than such Lender's Credit
Percentage of such requested Prorata Acceptances, the Borrower shall, by
written notice to the Lenders prior to the date of such requested Prorata
Acceptance, advise the Lenders that it has Non-Prorata Obligations outstanding
with one or more of the Lenders and that it is electing to take a credit
against its request for such Prorata Acceptance by maintaining all or a portion
of the requested Prorata Acceptance as Non-Prorata Obligations to the extent
necessary in order for a Lender holding Non-Prorata Obligations to meet its
obligation to create up to its Credit Percentage of the requested Prorata
Acceptances.

(b) At any time when the obligation to create Prorata Acceptances
has been satisfied in whole or in part by Non-Prorata Obligations as provided
above, the Borrower shall provide to the Lenders a report detailing its records

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concerning the dates, maturities, amounts, balances, payment amounts and
payment schedules of all Non-Prorata Obligations then outstanding. Such report
also shall identify specifically those Non-Prorata Obligations used to satisfy
all or a portion of any obligation to create Prorata Acceptances in accordance
with Section 3.7(a). Such report shall be delivered with the Request for
Acceptance with respect to such Prorata Acceptance. Delivery of the report
required by this Section 3.7(b) shall constitute the Borrower's representation
and warranty that the information contained in such report is true, correct and
complete in all respects as of the date of such report.

(c) Notwithstanding the Borrower's election to take a credit as
provided above and the corresponding credit against any Lender's obligation to
create all or a portion of any Prorata Acceptances by maintaining Non-Prorata
Obligations, such Non-Prorata Obligations shall for all purposes hereunder be
treated as Money Market Loans, Acceptances or Acceptance Obligations, as the
case may be.

ARTICLE 4

OTHER LOAN AND PAYMENT PROVISIONS.

Section 4.1. Interest on Overdue Payments. In the event the Borrower
shall fail to pay when due (whether at maturity, by reason of acceleration or
otherwise) any principal of, or interest on, any of the Loans or any Acceptance
Obligation or any other amount owing hereunder or under any Note or other Loan
Document when due, such overdue amounts shall bear (to the extent permitted by
Applicable Law) interest at the Post-Default Rate until such unpaid amount has
been paid in full (whether before or after judgment).

Section 4.2. Computations. Unless otherwise expressly set forth
herein, any accrued interest on (a) any Base Rate Loan shall be computed on the
basis of a year of 365 or 366 days, as applicable, and the actual number of
days elapsed and (b) the Discount Rate (unless otherwise specified) and any
other Loan and any Fees due hereunder shall be computed on the basis of a year
of 360 days and the actual number of days elapsed.

Section 4.3. Payments. Except to the extent otherwise provided
herein, all payments of principal, interest and other amounts to be made by the
Borrower under this Agreement, the Notes or any other Loan Document shall be
made in Dollars, in immediately available funds, to the appropriate Lender at
such Lender's Lending Office, not later than 2:00 p.m. on the date on which
such payment shall become due (each such payment made after such time on such
due date to be deemed to have been made on the next succeeding Business Day)
and

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shall be made in accordance with the wiring instructions set forth for such
Lender on Annex I attached hereto. The parties agree that if the Borrower
makes any payment due hereunder after 2:00 p.m. but before 5:00 p.m. on the
date such payment is due, such late payment shall not constitute a Default
under Section 8.1 but shall nevertheless be deemed to have been paid as of the
next succeeding Business Day as provided in the parenthetical phrase of the
preceding sentence. Subject to Sections 4.4 and 4.5, any Lender for whose
account any such payment is to be made, may (but shall not be obligated to)
debit the amount of any such payment which is not made by such time from any
special or general deposit account of the Borrower with such Lender (with
notice to the Borrower). The Borrower shall, at the time of making each payment
under this Agreement or any Note, specify to the applicable Lender the amounts
payable by the Borrower hereunder to which such payment is to be applied (and
in the event that it fails to so specify, or an Event of Default has occurred
and is continuing, such Lender may apply such payment to the Loans, any
Acceptance Obligation or any other obligation of the Borrower under the Loan
Documents in such manner as such Lender may determine to be appropriate,
subject to Section 4.4). If the due date of any payment under this Agreement
or any Note would otherwise fall on a day which is not a Business Day such date
shall be extended to the next succeeding Business Day and interest shall be
payable for the period of such extension.

Section 4.4. Pro Rata Treatment. Unless set forth to the contrary
herein (a) each Borrowing of Revolving Loans and (b) each payment by the
Borrower with respect to any Revolving Loans, shall be made by, or credited to
the account of, the Lenders pro rata in accordance with their respective Credit
Percentages. Each payment of interest on the Revolving Loans made by the
Borrower shall be made for the account of the Lenders pro rata in accordance
with the amounts of interest due and payable to the respective Lenders.

Section 4.5. Sharing of Payments, Etc. The Borrower agrees that, in
addition to (and without limitation of) any right of set-off, bankers' lien or
counterclaim a Lender may otherwise have, each Lender shall be entitled, at its
option, to offset balances held by it for the account of the Borrower at any of
such Lender's offices, in Dollars or in any other currency, against any
principal of, or interest on, any of such Lender's Loans hereunder (or other
Obligations owing to such Lender hereunder) which is not paid when due
(regardless of whether such balances are then due to the Borrower), in which
case such Lender shall promptly notify the Borrower and all other Lenders
thereof; provided, however, such Lender's failure to give such notice shall not
affect the validity of such offset. If a Lender shall obtain payment of any
principal of, or interest on, any Loan made by it to the Borrower under this
Agreement, or shall obtain payment on any other Obligation owing by the
Borrower through the exercise of any right of set-off, banker's lien or
counterclaim or similar right or otherwise or through voluntary prepayments
directly to a Lender or other payments made

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by the Borrower to a Lender not in accordance with the terms of this Agreement
and such payment, pursuant to Section 4.4, should be distributed to the Lenders
pro rata in accordance with their Credit Percentage, such Lender shall promptly
purchase from the other Lenders participations in (or, if and to the extent
specified by such Lender, direct interests in) the Revolving Loans made by the
other Lenders or other Obligations owed to such other Lenders in such amounts,
and make such other adjustments from time to time as shall be equitable, to the
end that all the Lenders shall share the benefit of such payment (net of any
expenses which may be incurred by such Lender in obtaining or preserving such
benefit) pro rata in accordance with their respective Credit Percentages. To
such end, all the Lenders shall make appropriate adjustments among themselves
(by the resale of participations sold or otherwise) if such payment is
rescinded or must otherwise be restored. The Borrower agrees that any Lender
so purchasing a participation (or direct interest) in the Revolving Loans or
other Obligations owed to such other Lenders made by other Lenders may exercise
all rights of set-off, bankers' lien, counterclaim or similar rights with
respect to such participation as fully as if such Lender were a direct holder
of Loans in the amount of such participation. Nothing contained herein shall
require any Lender to exercise any such right or shall affect the right of any
Lender to exercise, and retain the benefits of exercising, any such right with
respect to any other indebtedness or obligation of the Borrower.

Section 4.6. Unused Facility Fee. During the period from the
Effective Date to but excluding the Commitment Termination Date, the Borrower
shall pay to each Lender immediately upon receipt of invoice as of the last day
of each calendar quarter ending on the last day of each March, June, September
and December, a fee in an amount equal to three-sixteenths of one percent
(0.1875%) of the amount by which such Lender's Commitment exceeded the average
daily (a) aggregate outstanding balance of Revolving Loans and Money Market
Loans made by such Lender during such quarter and (b) aggregate BA Face Amounts
of the Acceptances created by such Lender during such quarter.

Section 4.7. Agent's Fee. The Borrower agrees to pay a documentation
fee to the Agent on or prior to the Closing Date in such amount as the Borrower
and the Agent shall agree.

Section 4.8. Increased Costs. The Borrower agrees that if: (a) any
change after the Agreement Date in any law, executive order or regulation or in
any request, guideline or directive of any administrative or governmental
authority (whether or not having the force of law) or in the interpretation
thereof by any court or administrative or governmental authority charged with
administration thereof, shall either impose, affect, modify or deem applicable
any reserve, special deposit, capital maintenance or similar requirement
against any Loan or Acceptance or the Commitment of a Lender or impose on any
Lender

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any other condition regarding any Loan or Acceptance or such Lender's
Commitment or (b) there shall occur any change after the Agreement Date in the
basis of taxation of payments to any Lender of any amount owing to such Lender
hereunder (except for a change in the rate of taxation on the overall net
income of any Lender or the branches or foreign Subsidiaries of any Lender),
and the result of any event referred to in clause (a) or (b) above shall be to
increase the cost to such Lender of making or maintaining any Loan or issuing
or maintaining any Acceptance hereunder or to reduce the rate of return on
capital with respect to any Loan or Acceptance, then, upon demand by any such
Lender, the Borrower shall immediately pay to such Lender additional amounts
which shall be sufficient to compensate such Lender for such increased cost,
tax or reduced rate of return. A statement setting forth the basis for
requesting such compensation and the method for determining the amount thereof,
submitted by such Lender to the Borrower, shall be conclusive; provided,
however, that such determinations are made reasonably and in good faith.

Section 4.9. U.S. Taxes.

(a) The Borrower agrees to pay to each Lender that is not a U.S.
Person (as defined below) such additional amounts as are necessary in order
that the net payment of any amount due to such non-U.S. Person hereunder after
deduction for or withholding in respect of any U.S. Tax imposed with respect to
such payment (or in lieu thereof, payment of such U.S. Tax by such non-U.S.
Person), will not be less than the amount stated herein to be then due and
payable; provided, however, that the foregoing obligation to pay such
additional amounts shall not apply:

(i) to any payment to a Lender hereunder unless such
Lender is, on the date hereof (or on the date it becomes a Lender as
provided in Section 10.6) and on the date of any change in the Lending
Office of such Lender, either entitled to submit a Form 1001 (relating
to such Lender and entitling it to a complete exemption from
withholding on all interest to be received by it hereunder in respect
of the Loans) or Form 4224 (relating to all interest to be received by
such Lender hereunder in respect of the Loans), or

(ii) to any U.S. Tax imposed solely by reason of the
failure by such non-U.S. Person to comply with applicable
certification, information, documentation or other reporting
requirements concerning the nationality, residence, identity or
connections with the United States of America of such non-U.S. Person
if such compliance is required by statute or regulation of the United
States of America as a precondition to relief or exemption from such
U.S. Tax.

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For the purposes of this Section, (i) "Form 1001" shall mean Form 1001
(Ownership, Exemption, or Reduced Rate Certificate) of the Department of the
Treasury of the United States of America, (ii) "Form 4224" shall mean Form 4224
(Exemption from Withholding of Tax on Income Effectively Connected with the
Conduct of a Trade or Business in the United States) of the Department of the
Treasury of the United States of America (or in relation to either such Form
such successor and related forms as may from time to time be adopted by the
relevant taxing authorities of the United States of America to document a claim
to which such Form relates), (iii) "U.S. Person" shall mean a citizen, national
or resident of the United States of America, a corporation, partnership or
other entity created or organized in or under any laws of the United States of
America, or any estate or trust that is subject to Federal income taxation
regardless of the source of its income and (iv) "U.S. Taxes" shall mean any
present or future tax, assessment or other charge or levy imposed by or on
behalf of the United States of America or any taxing authority thereof or
therein.

(b) Within 30 days after paying any amount to any Lender
from which the Borrower is required by law to make any deduction or
withholding, and within 30 days after the Borrower is required by law to remit
such deduction or withholding to any relevant taxing or other authority, the
Borrower shall deliver to such non-U.S. Person evidence satisfactory to such
Person of such deduction, withholding or payment (as the case may be).

Section 4.10. Agreement Regarding Interest and Charges. THE PARTIES
HERETO HEREBY AGREE AND STIPULATE THAT THE ONLY CHARGE IMPOSED UPON THE
BORROWER FOR THE USE OF MONEY IN CONNECTION WITH THIS AGREEMENT IS AND SHALL BE
THE INTEREST AND FEES DESCRIBED IN SECTIONS 2.5 AND 3.3. THE PARTIES HERETO
FURTHER AGREE AND STIPULATE THAT ALL OTHER CHARGES IMPOSED BY THE LENDERS AND
THE AGENT ON THE BORROWER IN CONNECTION WITH THIS AGREEMENT, INCLUDING ALL
AGENCY FEES, FACILITY FEES, UNDERWRITING FEES, DEFAULT CHARGES, LATE CHARGES,
ATTORNEYS' FEES AND REIMBURSEMENT FOR COSTS AND EXPENSES PAID BY THE AGENT OR
ANY LENDER TO THIRD PARTIES OR FOR DAMAGES INCURRED BY THE AGENT OR ANY LENDER,
ARE CHARGES MADE TO COMPENSATE THE AGENT OR ANY SUCH LENDER FOR UNDERWRITING OR
ADMINISTRATIVE SERVICES AND COSTS OR LOSSES PERFORMED OR INCURRED, AND TO BE
PERFORMED OR INCURRED, BY THE AGENT AND THE LENDERS IN CONNECTION WITH THIS
AGREEMENT AND SHALL UNDER NO CIRCUMSTANCES BE DEEMED TO BE CHARGES FOR THE USE
OF MONEY PURSUANT TO OFFICIAL CODE OF GEORGIA ANNOTATED SECTION 7-4-2 AND
7-4-18. ALL CHARGES OTHER THAN CHARGES FOR THE USE OF MONEY

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SHALL BE FULLY EARNED AND NONREFUNDABLE WHEN DUE. IN NO EVENT SHALL THE AMOUNT
OF INTEREST DUE OR PAYABLE ON THE LOANS EXCEED THE MAXIMUM RATE OF INTEREST
ALLOWED BY APPLICABLE LAW AND, IN THE EVENT ANY SUCH PAYMENT IS PAID BY THE
BORROWER OR RECEIVED BY ANY LENDER, THEN SUCH EXCESS SUM SHALL BE CREDITED AS A
PAYMENT OF PRINCIPAL, UNLESS THE BORROWER SHALL NOTIFY THE RESPECTIVE LENDER IN
WRITING THAT THE BORROWER ELECTS TO HAVE SUCH EXCESS SUM RETURNED TO IT
FORTHWITH. IT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT THE BORROWER
NOT PAY AND THE LENDERS NOT RECEIVE, DIRECTLY OR INDIRECTLY, IN ANY MANNER
WHATSOEVER, INTEREST IN EXCESS OF THAT WHICH MAY BE LAWFULLY PAID BY THE
BORROWER UNDER APPLICABLE LAW.

Section 4.11. Statements of Account. Upon request, each Lender will
account to the Borrower monthly with a statement of Loans, Acceptances, charges
and payments made to such Lender pursuant to this Agreement and the other Loan
Documents, as well as the amount of such Lender's Commitment, and such account
rendered by a Lender shall be deemed final, binding and conclusive upon
Borrower unless such Lender is notified by the Borrower in writing within
fifteen days after the date each account is delivered to Borrower that the
Borrower objects to the information, calculations or items therein contained.
Such notice shall only be deemed an objection to those items specifically
objected to therein. The failure of any Lender to deliver such a statement of
accounts shall not relieve or discharge the Borrower from its obligations
hereunder.

Section 4.12. Defaulting Lender's Status. Notwithstanding anything
contained herein to the contrary, but in addition to provisions regarding the
failure of a Lender to perform its obligations hereunder set forth elsewhere in
this Agreement, so long as any Lender shall be in default in its obligation to
fund any Revolving Loan or shall have rejected its Commitment, then such Lender
shall not be entitled to receive any payments of principal of, or interest on,
its Commitment or the Revolving Loans, or Acceptance Obligations or its share
of any commitment or other fees payable hereunder, and for purposes of voting
or consenting to matters with respect to the Loan Documents, such Lender shall
be deemed not to be a "Lender" hereunder and such Lender's Commitment shall be
deemed to be zero, unless and until (x) the Obligations have been paid in full,
(y) such failure to fulfill its obligation to fund is cured and such Lender
shall have paid, as and to the extent provided in this Agreement, to the
applicable party, such amount then owing together with interest on the amount
of funds that such Lender failed to timely fund or (z) the Obligations under
this Agreement shall have been declared or shall have become immediately due
and payable. No Commitment of any Lender shall be increased or otherwise
affected by any such

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failure or rejection by any Lender. Any payments of principal or interest
which would, but for this subsection, be paid to any Lender, shall be paid to
the Lenders who shall not be in default under their respective Commitments and
who shall not have rejected any Commitment, for application to the Loans or to
provide cash collateral in such manner and order as shall be determined by the
other Lenders.

Section 4.13. Reliance. Neither the Agent nor any Lender shall incur
any liability to the Borrower for acting upon any telephonic notice referred to
in this Agreement which the Agent or any Lender believes in good faith to have
been given by a person authorized to deliver a Notice of Syndicated Borrowing,
a Money Market Quote Request, a Request for Acceptance, a Notice of
Continuation or a Notice of Conversion on behalf of the Borrower or for
otherwise acting in good faith under Sections 2.2, 2.3, 2.6, 2.7 and 3.1(c).

Section 4.14. Maturity Date of Acceptances Past Commitment
Termination Date. If, on the date (the "Facility Termination Date") this
Agreement and the Bankers Acceptance Facility are terminated, any Acceptances
created by a Lender remain outstanding, the Borrower shall, on the Facility
Termination Date, deposit with such Lender an amount of money equal to the BA
Face Amount of such Acceptances in the Cash Collateral Account of such Lender.
If a timely presentment for payment with respect to any such Acceptance occurs
after the Facility Termination Date, the Borrower authorizes such Lender to use
the monies deposited in such Lender's Cash Collateral Account to make payment
to the payee with respect to such presentment.

Section 4.15. Cash Collateral Accounts. The Cash Collateral Account
maintained by a Lender shall be in the name of such Lender as a cash collateral
account and such Lender shall have sole dominion and control over, and sole
access to, such Cash Collateral Account. Neither the Borrower nor any Person
claiming on behalf of or through the Borrower shall have any right to withdraw
any of the funds held in any Cash Collateral Account. The Borrower agrees that
it will not (i) sell or otherwise dispose of any interest in any Cash
Collateral Account or any funds held therein, or (ii) create or permit to exist
any Lien upon or with respect to any Cash Collateral Account or any funds held
therein, except as provided in or contemplated by this Agreement. Each Lender
shall exercise reasonable care in the custody and preservation of any funds
held in its Cash Collateral Account and shall be deemed to have exercised such
care if such funds are accorded treatment substantially equivalent to that
which such Lender accords other funds deposited with such Lender, it being
understood that no Lender shall have any responsibility for taking any
necessary steps to preserve rights against any parties with respect to any
funds held in its Cash Collateral Account. Subject to the right of a Lender to
withdraw funds from its Cash Collateral Account as provided herein, such Lender
may in its sole discretion invest funds on deposit

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in its Cash Collateral Account, reinvest proceeds of any such investments which
may mature or be sold, and invest interest or other income received from any
such investments, in each case, in Permitted Investments, as such Lender may
select. Such proceeds, interest and income which are not so invested or
reinvested in Permitted Investments shall be deposited and held by such Lender
in its Cash Collateral Account.

ARTICLE 5

CONDITIONS PRECEDENT

Section 5.1. Conditions Precedent to Initial Loans and Acceptances.
This Agreement, the obligation of the Lenders to make any Loans in accordance
with the terms hereof and the obligation of the Lenders to create Acceptances
in accordance with the terms hereof, are subject to the condition precedent
that the Borrower deliver to the Agent and to each Lender each of the
following, each of which shall be satisfactory in form and substance to the
Agent and the Lenders:

(a) A Revolving Note executed and delivered by the Borrower,
payable to one of each of the Lenders;

(b) A Money Market Note executed and delivered by the Borrower,
payable to one of each of the Lenders;

(c) A copy of the certificate of incorporation (certified as of a
recent date by the Secretary of State of the State of Delaware) and by-laws
(certified by the Secretary or Assistant Secretary of the Borrower) of the
Borrower as in effect on the Effective Date;

(d) A copy (certified by the Secretary of the Borrower) of all
corporate action taken by the Borrower to authorize the execution, delivery and
performance the Loan Documents to which the Borrower is a party;

(e) Certificates of incumbency and specimen signatures with
respect to each of the officers of the Borrower who are authorized to execute
and deliver the Loan Documents to which the Borrower is a party;

(f) Certificates of good standing, qualification to do business or
other similar certificates issued as of a recent date by the Secretary of State
of each State in which the Borrower is currently doing business; and

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(g) An opinion of Miller, Simpson & Tatum, counsel to the
Borrower, addressed to the Lenders and the Agent in substantially the form of
Exhibit G;

(h) The financial statements described in Section 6.1(j);

(i) Copies of any policy of insurance (or a certificate of
insurance issued by the applicable insurance company or agent) required to be
maintained by the Borrower under any of the Loan Documents;

(j) Evidence of payment of all fees and expenses then due and
owing by the Borrower; and

(k) Such other documents and instruments as the Agent or a Lender
may reasonably request.

Section 5.2. Conditions Precedent to All Loans and Acceptances. The
obligation of the Lenders to make Loans or Continue or Convert Loans and of the
Lenders to create Acceptances is subject to the further conditions precedent
that (a) as of the date of each such Loan or Date of Issuance of each such
Acceptance and after giving effect thereto: (i) no Default or Event of Default
shall have occurred and be continuing; (ii) the representations and warranties
made or deemed made by the Borrower in this Agreement and the other Loan
Documents to which it is a party, shall be true and correct on and as of the
date of the making of such Loan or Date of Issuance of such Acceptance with the
same force and effect as if made on and as of such date except to the extent
that such representations and warranties expressly relate solely to an earlier
date (in which case such representations and warranties shall have been true
and accurate on and as of such earlier date) and except for changes in factual
circumstances specifically permitted hereunder; (iii) no Materially Adverse
Change since the Effective Date shall have occurred and (iv) the proposed Loan
or Acceptance, as the case may be, requested hereby satisfies all limitations
set forth in the Credit Agreement and (b) the Lenders shall have received the
applicable Money Market Quote Requests, Notices of Syndicated Borrowing or
Requests for Acceptances, within the time periods provided therefor. Each
Notice of Syndicated Borrowing, Money Market Quote Request, Request for
Acceptance, Notice of Continuation and Notice of Conversion delivered by the
Borrower hereunder shall constitute a certification by the Borrower to the
effect set forth in the preceding sentence (both as of the date of such
instrument and, unless the Borrower otherwise notifies the Lenders prior to the
date of such Borrowing or issuance, as of the date of such Borrowing or
issuance).

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ARTICLE 6

REPRESENTATIONS AND WARRANTIES

Section 6.1. Representations and Warranties. The Borrower represents
and warrants to the Agent and each Lender as follows:

(a) Organization; Power; Qualification. The Borrower, and each
Restricted Subsidiary, is a corporation, duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation, has
the power and authority to own or lease its properties and to carry on its
business as now being and hereafter proposed to be conducted and is duly
qualified and is in good standing as a foreign corporation, and authorized to
do business, in each jurisdiction in which the character of its properties or
the nature of its business requires such qualification or authorization.

(b) Subsidiaries. Schedule 6.1(b) states the name of each of the
Borrower's Subsidiaries, its jurisdiction of incorporation and the percentage
of its Voting Stock owned by the Borrower and/or its Subsidiaries. Those
Subsidiaries listed in Section 1 of said Schedule constitute Restricted
Subsidiaries. The Borrower and each Subsidiary has good and marketable title
to all of the shares it purports to own of the stock to each Subsidiary, free
and clear in each case of any Lien. All such shares have been duly issued and
are fully paid and non-assessable.

(c) Authorization of Agreement, Notes, Loan Documents and
Borrowings. The Borrower has the right and power, and has taken all necessary
action to authorize it, to borrow hereunder and to execute, deliver and perform
this Agreement, the Notes and the other Loan Documents to which it is a party
in accordance with their respective terms and to consummate the transactions
contemplated hereby. This Agreement, the Notes and each of the other Loan
Documents to which the Borrower is a party have been duly executed and
delivered by the duly authorized officers of the Borrower and each is a legal,
valid and binding obligation of the Borrower enforceable against the Borrower
in accordance with its respective terms.

(d) Compliance of Agreement, Notes, Loan Documents and Borrowing
with Laws, etc. The execution, delivery and performance of this Agreement, the
Notes and the other Loan Documents to which the Borrower is a party in
accordance with their respective terms and the borrowings hereunder do not and
will not, by the passage of time, the giving of notice, a determination of
materiality, the satisfaction of any condition, any combination of the
foregoing, or otherwise: (i) require any Governmental Approval or violate any
Applicable Law relating to the Borrower; (ii) conflict with, result in a breach
of or constitute

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a default under the certificate of incorporation or bylaws of the Borrower, or
any indenture, agreement or other instrument to which the Borrower is a party
or by which it or any of its properties may be bound; or (iii) result in or
require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by the Borrower or any Restricted
Subsidiary other than Permitted Liens.

(e) Compliance with Law; Governmental Approvals. The Borrower,
and each Restricted Subsidiary, is in compliance with each Governmental
Approval applicable to it and in compliance with all other Applicable Law
relating to it, except for noncompliances which, and Governmental Approvals the
failure to possess which, would not, singly or in the aggregate, cause a
Default or Event of Default or have a Materially Adverse Effect on the Borrower
and its Restricted Subsidiaries taken as a whole.

(f) Titles to Properties. The Borrower and each Restricted
Subsidiary has good, marketable and legal title to, or a valid leasehold
interest in, its properties and assets including, but not limited to, those
reflected on the consolidated balance sheet of the Borrower as at December 31,
1992, except those which have been disposed of subsequent to such date in the
ordinary course of business and subject to no Liens except for Permitted Liens.

(g) Indebtedness. Schedule 6.1(g) is a complete and correct
listing of all Current Debt, Funded Debt, Capitalized Leases and Long-Term
Leases of the Borrower and its Restricted Subsidiaries. The Borrower and its
Restricted Subsidiaries have performed and are in compliance with all of the
terms of such Indebtedness and all instruments and agreements relating thereto,
and no default or event of default, or event or condition which with the giving
of notice, the lapse of time, a determination of materiality, the satisfaction
of any other condition or any combination of the foregoing, would constitute
such a default or event of default, exists with respect to any such
Indebtedness.

(h) Litigation. Except as set forth in Schedule 6.1(h), there are
no actions, suits or proceedings pending (nor, to the knowledge of the
Borrower, are there any actions, suits or proceedings threatened, nor is there
any basis therefor) against or in any other way relating adversely to or
affecting the Borrower or any of the Restricted Subsidiaries or any of their
respective property in any court or before any arbitrator of any kind or before
or by any governmental body, which, if adversely determined, would have a
Materially Adverse Effect on the Borrower and its Restricted Subsidiaries taken
as a whole.

(i) Tax Returns and Payments. All federal, state and other tax
returns of the Borrower and its Restricted Subsidiaries required by Applicable
Law to be filed have been duly filed, and all federal, state and other taxes,

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assessments and other governmental charges or levies upon the Borrower and each
of its Restricted Subsidiaries and their respective properties, income, profits
and assets which are due and payable have been paid, except any such nonpayment
which is at the time permitted under Section 7.3.

(j) Financial Statements. The Borrower has furnished to each
Lender copies of the consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at December 31, 1992, and the related statements
of income and cash flow and consolidated statement of changes in stockholders'
equity for the periods covered thereby, each certified by the of the Treasurer
of the Borrower to be, in her opinion, in compliance with the next succeeding
sentence. Such balance sheet and statements (including in each case related
schedules and notes) are complete and correct and present fairly, in accordance
with GAAP consistently applied throughout the periods involved, the financial
position of the Borrower and its consolidated Subsidiaries as at their
respective dates and the results of operations and the cash flow for such
periods. Except as disclosed in such balance sheet or statements, the Borrower
and its consolidated Subsidiaries had no material liabilities, contingent or
otherwise, and nor were there any material unrealized or anticipated losses of
the Borrower and its consolidated Subsidiaries.

(k) ERISA. Each Plan complies in all material respects with all
Applicable Law and (i) no Reportable Event has occurred and is continuing with
respect to any Plan, (ii) neither the Borrower nor any ERISA Affiliate has
withdrawn from any Plan or Multiemployer Plan or instituted steps to do so, and
(iii) no steps have been instituted to terminate any Plan. No condition exists
or event or transaction has occurred in connection with any Plan which could
result in the incurrence by the Borrower or any ERISA Affiliate of any material
liability, fine or penalty. No Plan maintained by the Borrower or any ERISA
Affiliate, nor any trust created thereunder, has incurred any "accumulated
funding deficiency" as defined in Section 302 of ERISA nor does the present
value of all benefits vested under all Plans exceed, as of the last annual
valuation date, the value of the assets of the Plans allocable to such vested
benefits. Neither the Borrower nor any ERISA Affiliate has any contingent
liability with respect to any post-retirement "welfare benefit plan" (as such
term is defined in ERISA) except as has been disclosed to the Lenders.

(l) Absence of Defaults. The Borrower is not in default under its
certificate of incorporation or its bylaws, and no event has occurred, which
has not been remedied, cured or waived: (i) which constitutes a Default or an
Event of Default; or (ii) which constitutes, or which with the passage of time,
the giving of notice, a determination of materiality, the satisfaction of any
condition, or any combination of the foregoing, would constitute, a default or
event of default by the Borrower any material agreement (other than this
Agreement) or judgment,

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decree or order to which the Borrower is a party or by which the Borrower or
any of its properties may be bound.

(m) Accuracy and Completeness of Information. All written
information, reports and other papers and data furnished to the Agent or any
Lender by, on behalf of, or at the direction of, the Borrower were, at the time
the same were so furnished, complete and correct in all material respects, to
the extent necessary to give the recipient a true and accurate knowledge of the
subject matter, or, in the case of financial statements, present fairly, in
accordance with GAAP consistently applied throughout the periods involved, the
financial position of the Persons involved as at the date thereof and the
results of operations for such periods. No fact is known to the Borrower which
has had, or may in the future have (so far as the Borrower can reasonably
foresee), a Materially Adverse Effect upon the Borrower and its Restricted
Subsidiaries taken as a whole which has not been set forth in the financial
statements referred to in Section 6.1(j) or in such information, reports or
other papers or data or otherwise disclosed in writing to the Agent and the
Lenders prior to the Agreement Date. No document furnished or written
statement made to the Agent or any Lender in connection with the negotiation,
preparation of execution of this Agreement or any of the other Loan Documents
contains or will contain any untrue statement of a fact material to the
creditworthiness of the Borrower or omits or will omit to state a material fact
necessary in order to make the statements contained therein not misleading.

(n) Environmental Laws. The Borrower has obtained all
Governmental Authorizations which are required under Environmental Laws and is
in compliance in all respects with all terms and conditions of such
Governmental Authorizations, and it is also in compliance in all respects with
all other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules, and timetables contained in the
Environmental Laws where the failure to so comply could have a Material Adverse
Effect on the Borrower and its Restricted Subsidiaries, taken as a whole. The
Borrower is not aware of, and has not received notice of, any past, present, or
future events, conditions, circumstances, activities, practices, incidents,
actions, or plans which, with respect to the Borrower or any Restricted
Subsidiary, may interfere with or prevent compliance or continued compliance
with Environmental Laws, or may give rise to any common-law or legal liability,
or otherwise form the basis of any claim, action, demand, suit, proceeding,
hearing, study, or investigation, based on or related to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport, or
handling or the emission, discharge, release or threatened release into the
environment, of any pollutant, contaminant, chemical, or industrial, toxic, or
other Hazardous Material; and there is no civil, criminal, or administrative
action, suit, demand, claim, hearing, notice, or demand letter, notice or
violation, investigation, or proceeding pending or, to the Borrower's

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knowledge, threatened, against the Borrower or any Restricted Subsidiary
relating in any way to Environmental Laws.

(o) Investment Company Act. Neither the Borrower nor any
Subsidiary is an "investment company" or an "affiliated person" of any
"investment company" or a company "controlled" by an "investment company", as
such terms are defined in the Investment Company Act of 1940, as amended.

(p) Use of Proceeds. The proceeds of all Loans and Acceptances
will be used for interim acquisition financing and other general corporate
purposes. None of the transactions contemplated by this Agreement (including,
without limitation thereof, the use of proceeds of Loans and Acceptances) will
violate or result in a violation of Section 7 of the Securities Exchange Act of
1934, as amended, or any regulation issued pursuant thereto, including, without
limitation, Regulations G, T and X of the Board of Governors of the Federal
Reserve System, 12 C.F.R., Chapter II. Neither the Borrower nor any Subsidiary
owns or intends to carry or purchase any "margin stock" within the meaning of
said Regulation G. None of the proceeds of the Loans or Acceptances will be
used to purchase, or refinance any borrowing the proceeds of which were used to
purchase, any "security" within the meaning of the Securities Exchange Act of
1934, as amended.

Section 6.2. Survival of Representations and Warranties, Etc. All
statements contained in any certificate, financial statement or other
instrument delivered by or on behalf of the Borrower to the Agent or any Lender
pursuant to or in connection with this Agreement or any of the other Loan
Documents (including, but not limited to, any such statement made in or in
connection with any amendment thereto or any statement contained in any
certificate, financial statement or other instrument delivered by or on behalf
of the Borrower prior to the date hereof and delivered to the Agent or any
Lender in connection with closing the transactions contemplated hereby) shall
constitute representations and warranties made by the Borrower under this
Agreement. All representations and warranties made under this Agreement shall
be deemed to be made at and as of the Agreement Date, the Effective Date and at
and as of the date of making each Loan, each Continuation or Conversion of a
Loan and the Date of Issuance of each Acceptance, except to the extent that
such representations and warranties expressly relate solely to an earlier date
(in which case such representations and warranties shall have been true and
accurate on and as of such earlier date) and except for changes in factual
circumstances specifically permitted hereunder.

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ARTICLE 7

COVENANTS

For so long as any of the Obligations remains unpaid or unperformed,
or this Agreement is in effect, unless the Majority Lenders (or, if required
pursuant to Section 10.7, all of the Lenders) shall otherwise consent in the
manner provided for in Section 10.7:

Section 7.1. Corporate Existence, Etc. The Borrower will preserve and
keep in full force and effect, and will cause each Restricted Subsidiary to
preserve and keep in full force and effect, its corporate existence and all
licenses and permits necessary to the proper conduct of its business; provided,
however, that the foregoing shall not prevent any transaction permitted by
Section 7.12.

Section 7.2. Insurance. The Borrower will maintain, and will cause
each Restricted Subsidiary to maintain, insurance coverage by financially sound
and reputable insurers in such forms and amounts and against such risks as are
customary for corporations of established reputation engaged in the same or a
similar business and owning and operating similar properties. Notwithstanding
the foregoing, each policy of insurance maintained by the Borrower or any
Restricted Subsidiary shall contain a 30 day non-cancellation clause.

Section 7.3. Taxes, Claims for Labor and Materials, Compliance with
Laws; Environmental Compliance. (a) The Borrower will promptly pay and
discharge, and will cause each Restricted Subsidiary promptly to pay and
discharge, all lawful taxes, assessments and governmental charges or levies
imposed upon the Borrower or such Restricted Subsidiary, respectively, or upon
or in respect of all or any part of the property or business of the Borrower or
such Restricted Subsidiary, all trade accounts payable in accordance with usual
and customary business terms, and all claims for work, labor or materials,
which if unpaid might become a Lien upon any property of the Borrower or such
Restricted Subsidiary; provided, however, that the Borrower or such Restricted
Subsidiary shall not be required to pay any such tax, assessment, charge, levy,
account payable or claim if (i) the validity, applicability or amount thereof
is being contested in good faith by appropriate actions or proceedings which
will prevent the forfeiture or sale of any property of the Borrower or such
Restricted Subsidiary or any material interference with the use thereof by the
Borrower or such Restricted Subsidiary, and (ii) the Borrower or such
Restricted Subsidiary shall set aside on its books, reserves deemed by it to be
adequate with respect thereto. The Borrower will promptly comply and will
cause each Subsidiary to comply with all laws, ordinances or governmental rules
and regulations to which it is subject including, without limitation, the
Occupational Safety and Health Act of 1970, as amended and ERISA, the violation
of which could materially and

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adversely affect the properties, business, prospects, profits or condition of
the Borrower and its Restricted Subsidiaries or would result in any Lien not
permitted under Section 7.10.

(b) The Borrower shall comply with all applicable Environmental
Laws, now existing or later enacted, except where the failure to so comply
could not have a material adverse effect on the business, profits, prospects,
properties or condition (financial or otherwise) of the Borrower or any
Restricted Subsidiary. The Borrower at its sole expense shall take or cause to
be taken all appropriate action necessary to cure any violation by the Borrower
of any applicable Environmental Laws, which violation could have a Materially
Adverse Effect on the Borrower or any Restricted Subsidiary. The Borrower
shall not manufacture, possess, use, generate, store, transport, treat,
release, discharge, emit or dispose any Hazardous Material except in de minimus
amounts and in compliance in all material respects with all applicable
Environmental Law. The Borrower shall promptly take, or cause to be taken, in
compliance with all applicable Environmental Law, all response action required
or directed by any governmental authority to abate, clean up, remove and
remediate any Hazardous Material released at, disposed at, contaminating,
polluting or impairing, any real or personal property owned, occupied or
operated by the Borrower.

Section 7.4. Maintenance, Etc. The Borrower will maintain, preserve
and keep, and will cause each Restricted Subsidiary to maintain, preserve and
keep, its properties which are used or useful in the conduct of its business
(whether owned in fee or a leasehold interest) in good repair and working order
and from time to time will make all necessary repairs, replacements, renewals
and additions so that at all times the efficiency thereof shall be maintained.

Section 7.5. Nature of Business. Neither the Borrower nor any
Restricted Subsidiary will engage in any business if, as a result, the general
nature of the business, taken on a consolidated basis, which would then be
engaged in by the Borrower and its Restricted Subsidiaries would be
substantially changed from the general nature of the business engaged in by the
Borrower and its Restricted Subsidiaries as described in Schedule 7.5 hereto.

Section 7.6. Current Ratio. The Borrower will at all times keep and
maintain the ratio of Consolidated Current Assets to Consolidated Current
Liabilities at not less than 1.25 to 1.00.

Section 7.7. Consolidated Tangible Net Worth. The Borrower will at
all times during each fiscal quarter keep and maintain Consolidated Tangible
Net Worth at an amount not less than the sum of (a) the Base Amount and (b) 20%
of Consolidated Net Income for each fiscal year of the Borrower, beginning with
the fiscal year starting January 4, 1993 (it being agreed that for the purposes
of

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making any calculation under this clause (b), Consolidated Net Income which is
a deficit figure for any such fiscal year shall be deemed to be zero).

Section 7.8. Indebtedness Ratios. (a) The Borrower will not at any
time permit the ratio of Consolidated Funded Debt to Total Capitalization to
exceed 45%.

(b) The Borrower will not at any time permit the ratio of Basket
Indebtedness to Consolidated Tangible Net Worth to exceed 20%.

(c) Any corporation which becomes a Restricted Subsidiary after
the date hereof shall for all purposes of this Section be deemed to have
created, assumed or incurred at the time it becomes a Restricted Subsidiary all
Funded Debt of such corporation existing immediately after it becomes a
Restricted Subsidiary.

Section 7.9. Fixed Charges Coverage Ratio. The Borrower will keep and
maintain the ratio of Net Income Available for Fixed Charges to Fixed Charges
(determined as of the end of each fiscal quarter for the period of four
consecutive fiscal quarters ending on such quarter end date, taken as a single
accounting period) at not less than 2.00 to 1.00.

Section 7.10. Limitation on Liens. The Borrower will not, and will
not permit any Restricted Subsidiary to, create or incur, or suffer to be
incurred or to exist, any Lien on its or their property or assets, whether now
owned or hereafter acquired, or upon any income or profits therefrom, or
transfer any property for the purpose of subjecting the same to the payment of
obligations in priority to the payment of its or their general creditors, or
acquire or agree to acquire, or permit any Restricted Subsidiary to acquire,
any property or assets upon conditional sales agreements or other title
retention devices, except the following (collectively, "Permitted Liens"):

(a) Liens for property taxes and assessments or governmental
charges or levies and Liens securing claims or demands of mechanics and
materialmen, provided payment thereof is not at the time required by Section
7.3;

(b) Liens of or resulting from any judgment or award, the time for
the appeal or petition for rehearing of which shall not have expired, or in
respect of which the Borrower or a Restricted Subsidiary shall at any time in
good faith be prosecuting an appeal or proceeding for a review and in respect
of which a stay of execution pending such appeal or proceeding for review shall
have been secured;

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(c) Liens incidental to the conduct of business or the ownership
of properties and assets (including Liens in connection with worker's
compensation, unemployment insurance and other like laws, warehousemen's and
attorneys' liens and statutory landlords' liens) and Liens to secure the
performance of bids, tenders or trade contracts, or to secure statutory
obligations, surety or appeal bonds or other Liens of like general nature
incurred in the ordinary course of business and not in connection with the
borrowing of money; provided in each case, the obligation secured is not
overdue or, if overdue, is being contested in good faith by appropriate actions
or proceedings;

(d) Minor survey exceptions or minor encumbrances, easements or
reservations, or rights of others for rights-of-way, utilities and other
similar purposes, or zoning or other restrictions as to the use of real
properties, which are necessary for the conduct of the activities of the
Borrower and its Restricted Subsidiaries or which customarily exist on
properties of corporations engaged in similar activities and similarly situated
and which do not in any event materially impair their use in the operation of
the business of the Borrower and its Restricted Subsidiaries;

(e) Liens securing Indebtedness of a Wholly-owned Restricted
Subsidiary to Borrower or to another Wholly-owned Restricted Subsidiary and any
extension, renewal or replacement of any such Lien provided, that (i) the Lien
so extended, renewed or replaced shall not encumber any property of the
Borrower or any Restricted Subsidiary which was not subject to the Lien so
extended, renewed or replaced, and (ii) there shall be no increase in the
principal amount of Indebtedness secured by such Lien;

(f) Liens on inventories of the Borrower consisting of sugar
processed from sugar beets and sugarcane securing Current Debt of the Borrower
or any Restricted Subsidiary to the United States Commodity Credit Corporation,
provided that the sole recourse of the United States Commodity Credit
Corporation for any Current Debt so secured shall be to the related seasonal
sugar inventories of the Borrower and shall not extend to any other sugar
inventories whether existing at the time such Current Debt is incurred or
arising thereafter or to the general credit of the Borrower;

(g) Liens incurred after the Agreement Date given to secure the
payment of the purchase price incurred in connection with the acquisition of
fixed assets useful and intended to be used in carrying on the business of the
Borrower or a Restricted Subsidiary, including Liens existing on such fixed
assets at the time of acquisition thereof or at the time of acquisition by the
Borrower or a Restricted Subsidiary of any business entity then owning such
fixed assets, whether or not such existing Liens were given to secure the
payment of the purchase price of the fixed assets to which they attach so long
as they were not

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incurred, extended or renewed in contemplation of such acquisition, provided
that (i) the Lien shall attach solely to the fixed assets acquired or
purchased, (ii) at the time of acquisition of such fixed assets, the aggregate
amount remaining unpaid on all Indebtedness secured by Liens on such fixed
assets whether or not assumed by the Borrower or a Restricted Subsidiary shall
not exceed an amount equal to 100% of the lesser of the total purchase price or
fair market value at the time of acquisition of such fixed assets (as
determined in good faith by the Board of Directors of the Borrower), and (iii)
all Indebtedness secured by such Liens is otherwise permitted by the provisions
of this Agreement, including, without limitation thereof, by the provisions of
Sections 7.8 and 7.9 (all such Liens incurred pursuant to and in accordance
with this subsection being hereinafter referred to as "Purchase Money Liens");

(h) in addition to those Liens permitted by the immediately
preceding subsections (a) through (g), any Lien (other than any Lien securing
Debt of the Borrower or any Restricted Subsidiary which is not a Purchase Money
Lien) created after the Agreement Date, provided that the Indebtedness secured
by any such Lien is otherwise permitted by the provisions of this Agreement,
including, without limitation thereof, by the provisions of Sections 7.8 and
7.9; and

(i) Liens in existence on the date hereof and specified on
Schedule 7.10 including any renewals, extensions or refundings (but not
increases) of the indebtedness incurred in connection therewith to the extent
of the principal amount thereof outstanding on the Closing Date.

Section 7.11. Investments. The Borrower will not, and will not
permit any Restricted Subsidiary to, make any Investments, other than:

(a) Investments by the Borrower and its Restricted Subsidiaries in
and to Restricted Subsidiaries, including any Investment in a corporation
which, after giving effect to such Investment, will become a Restricted
Subsidiary;

(b) Investments in commercial paper of any Person maturing in 360
days or less from the date of issuance thereof which, at the time of
acquisition by the Borrower or any Restricted Subsidiary, are accorded a rating
of A-1 or better by Standard & Poor's Corporation or P-1 by Moody's Investors
Service, Inc.;

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Standard & Poor's Corporation or a long term rating of Aa3 or better by Moody's
Investors Service, Inc., or their respective successors, and which mature in
twelve months or less from the date of acquisition thereof, it being agreed
that the maturity of any obligation shall include puts, announced calls,
auctions or other similar features which allow redemption by the holder of any
such obligation;

(d) Investments in deposits, certificates of deposit or bankers'
acceptances, in each case maturing within one year from the date of issuance
thereof, issued by a bank or trust company approved by the Board of Directors
of the Borrower, organized under the laws of the United States or any state
thereof, having capital, surplus and undivided profits aggregating at least
$100,000,000 and whose long-term certificates of deposit at the time of
acquisition thereof by the Borrower or a Restricted Subsidiary, are accorded a
rating of A or better by Standard & Poor's Corporation or A2 or better by
Moody's Investors Service, Inc., or their respective successors;

(e) Investments in so-called "money market preferred stock", (the
dividends with respect to which are reset at least four times annually) issued
by a corporation organized under the laws of the United States or any state
thereof and whose common stock is listed on the American or New York Stock
Exchange, which preferred stock at the time of acquisition thereof by the
Borrower or any Restricted Subsidiary, is accorded a rating of "A" or better by
Standard and Poor's Corporation or "A2" or better by Moody's Investor Service,
Inc., or an equivalent rating by any other nationally recognized credit rating
agency of similar standing;

(f) Investments in repurchase agreements maturing in 30 days or
less with a bank or trust company which is a primary government securities
dealer (as chosen by the United States Federal Reserve Bank) or which meets the
requirements of subsection (d) of this Section and which repurchase agreements
are fully secured by obligations of the type described in clause (i) of
subsection (c) of this Section;

(g) Investments in shares of mutual funds operated by Merrill
Lynch & Co., Smith Barney, Harris Upham & Co. and John Nuveen & Co., and other
United States corporations of similar national standing approved by the Board
of Directors of the Borrower, in any case whose investments are limited to
those permitted by subsections (b), (c), (d) and (e) of this Section;

(h) Loans or advances in the usual and ordinary course of business
to officers, directors and employees for expenses (including moving expenses
related to a transfer) incidental to carrying on the business of the Borrower
or any Restricted Subsidiary;

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(i) Receivables arising from the sale of goods and services in the
ordinary course of business of the Borrower and its Restricted Subsidiaries,
whether evidenced by a note or otherwise;

(j) Related Investments in an amount not exceeding (i) 30% of
Total Capitalization minus (ii) the amount of Unrelated Investments at the time
outstanding; and

(k) Unrelated Investments in an amount not exceeding the lesser of
(i) $20,000,000 or (ii) (A) 30% of Total Capitalization minus (B) the amount of
Related Investments at the time outstanding.

In valuing any Investments for the purpose of applying the limitations
set forth in this Section, such Investments shall be taken at the original cost
thereof, without allowance for any subsequent write-offs or appreciation or
depreciation therein, but less any amount repaid or recovered on account of
capital or principal.

For purposes of this Section, at any time when a corporation becomes a
Restricted Subsidiary, all Investments of such corporation at such time shall
be deemed to have been made by such corporation, as a Restricted Subsidiary, at
such time.

Section 7.12. Mergers, Consolidations and Sales of Assets. (a) The
Borrower will not, and will not permit any Restricted Subsidiary to, (i)
consolidate with or be a party to a merger with any other corporation or (ii)
sell, lease or otherwise dispose of (including, without limitation, any
disposition in connection with a sale and leaseback transaction) all or any
substantial part (as defined in subsection (e) of this Section) of the assets
of the Borrower and its Restricted Subsidiaries; provided, however, that:

(1) any Restricted Subsidiary may merge or
consolidate with or into the Borrower or any Wholly-owned
Restricted Subsidiary so long as in any merger or
consolidation involving the Borrower, the Borrower shall be
the surviving or continuing corporation;

(2) the Borrower may consolidate or merge with
any other corporation if (i) either (A) the Borrower shall be
the surviving or continuing corporation, or (B) if the
Borrower is not the surviving or continuing corporation, the
corporation (hereinafter called the "Surviving Corporation")
formed by such consolidation or the corporation into which the
Borrower shall have been merged (y) shall be a corporation
organized under the

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laws of the United States, or any state, territory or
possession of the United States or the District of Columbia,
and (z) shall have expressly and unconditionally assumed by a
written instrument satisfactory in form to the Lenders all of
the Obligations and the due and punctual performance of all
the covenants and conditions of this Agreement and the other
Loan Documents to which the Borrower is a party and shall have
furnished the Lenders an opinion of counsel satisfactory to
the Lenders and the Agent to the effect that such instrument
has been duly authorized, executed and delivered and
constitutes the legal, valid and binding contract and
agreement of the Surviving Corporation enforceable in
accordance with its terms, and (ii) at the time of such
consolidation or merger and after giving effect thereto no
Default or Event of Default shall have occurred and be
continuing, and (iii) the financial condition, business or
operations of the Borrower (whether or not it is the surviving
corporation) shall not be materially and adversely affected
thereby; and

(3) any Restricted Subsidiary may sell, lease or
otherwise dispose of all or any substantial part of its assets
to the Borrower or any Wholly-owned Restricted Subsidiary.

(b) The Borrower will not permit any Restricted
Subsidiary to issue or sell any shares of stock of any class
(including as "stock" for the purposes of this Section, any warrants,
rights or options to purchase or otherwise acquire stock or other
Securities exchangeable for or convertible into stock) of such
Restricted Subsidiary to any Person other than the Borrower or a
Wholly-owned Restricted Subsidiary, except for the purpose of
qualifying directors, or except in satisfaction of the validly
pre-existing preemptive rights of minority shareholders in connection
with the simultaneous issuance of stock to the Borrower and/or a
Restricted Subsidiary whereby the Borrower and/or such Restricted
Subsidiary maintain their same proportionate interest in such
Restricted Subsidiary.

(c) The Borrower will not sell, transfer or otherwise
dispose of any shares of stock of any Restricted Subsidiary (except to
qualified directors) or any Indebtedness of any Restricted Subsidiary,
and will not permit any Restricted Subsidiary to sell, transfer or
otherwise dispose of (except to the Borrower or a Wholly-owned
Restricted Subsidiary) any shares of stock or any Indebtedness of any
other Restricted Subsidiary, unless:

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(i) the Board of Directors of the Borrower shall
have determined, as evidenced by a resolution thereof (a copy
of which, certified as true and correct by the chief financial
officer of the Borrower, shall be promptly furnished to the
Agent and the Lenders), that the proposed sale, transfer or
disposition of said shares of stock and Indebtedness is in the
best interests of the Borrower; and

(ii) such sale or other disposition does not
involve a substantial part (as hereinafter defined) of the
assets of the Borrower and its Restricted Subsidiaries.

(d) In addition to the foregoing restrictions with
respect to the sale of assets contained in this Section, the Borrower
will not, and will not permit any Restricted Subsidiary to, discount
or sell any of its notes receivable or accounts receivable other than
at face value and without recourse.

(e) As used in this Section, a sale, lease or other
disposition of assets shall be deemed to be a "substantial part" of
the assets of the Borrower and its Restricted Subsidiaries if the book
value of such assets, when added to the book value of all other assets
sold, leased or otherwise disposed of by the Borrower and its
Restricted Subsidiaries (other than in the ordinary course of
business) during the 12-month period ending with the date of such
sale, lease or other disposition, exceeds 20% of Consolidated Assets,
determined as of the end of the immediately preceding fiscal year.
Any sale of assets shall not be included in any computation under this
subsection (e) to the extent that the proceeds of such sale are
applied, within one year after such sale, (i) to the purchase of other
fixed assets useful and to be used in the business of the Borrower and
its Restricted Subsidiaries and, pending such application, are
maintained by the Borrower or any Restricted Subsidiary in a
segregated account or (ii) to prepay the Obligations pursuant to the
terms of Section 2.12.

Section 7.13. Guaranties. The Borrower will not, and will not permit
any Restricted Subsidiary to, become or be liable in respect of any Guaranty
except (a) Guaranties of the Borrower or any Restricted Subsidiary guaranteeing
obligations of any Restricted Subsidiary incurred in the ordinary course of
business, which obligations do not constitute Debt and are not otherwise
prohibited hereunder, or (b) Guaranties of the Borrower or any Restricted
Subsidiary which constitute Debt, are limited in amount to a stated maximum
dollar exposure or contribution and are permitted by the provisions of this
Agreement including, without limitation, Sections 7.8 and 7.9.

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Section 7.14. Designation of Restricted Subsidiaries. The Borrower
may at any time designate any Subsidiary to be a Restricted Subsidiary by
resolution of the Board of Directors of the Borrower (a copy of which shall be
promptly furnished to the Lenders); provided, however, that no Subsidiary shall
be designated as a Restricted Subsidiary if, at the time thereof or after
giving effect to such designation, any Default or Event of Default shall occur
and then be continuing. The Borrower may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary by resolution of the Board of Directors of the
Borrower (a copy of which shall be promptly furnished to the Lenders);
provided, however, that (i) no Restricted Subsidiary shall be designated an
Unrestricted Subsidiary if, at the time thereof or after giving effect to such
designation, any Default or Event of Default shall exist and (ii) any such
designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be
irrevocable.

Section 7.15. Transactions with Affiliates. The Borrower will not,
and will not permit any Restricted Subsidiary to, enter into or be a party to
any transaction or arrangement with any Affiliate (including, without
limitation, the purchase from, sale to or exchange of property with, or the
rendering of any service by or for, any Affiliate), except in the ordinary
course of and pursuant to the reasonable requirements of the Borrower's or such
Restricted Subsidiary's business and upon fair and reasonable terms no less
favorable to the Borrower or such Restricted Subsidiary than would obtain in a
comparable arm's-length transaction with a Person other than an Affiliate.

Section 7.16. Termination of Pension Plans. The Borrower will not
and will not permit any Subsidiary to withdraw from any Multiemployer Plan or
permit any employee benefit plan maintained by it to be terminated if such
withdrawal or termination could result in withdrawal liability (as described in
Part 1 of Subtitle E of Title IV of ERISA) or the imposition of a Lien on any
property of the Borrower or any Subsidiary pursuant to Section 4068 of ERISA.

Section 7.17. Reports and Rights of Inspection. The Borrower will
keep, and will cause each Restricted Subsidiary to keep, proper books of record
and account in which full and correct entries will be made of all dealings or
transactions of, or in relation to, the business and affairs of the Borrower or
such Restricted Subsidiary, in accordance with GAAP consistently applied
(except for changes disclosed in the financial statements furnished to each
Lender pursuant to this Section and concurred in by the independent public
accountants referred to in subsection (b) of this Section), and will furnish to
each Lender (in duplicate if so specified below or otherwise requested):

(a) Quarterly Statements. As soon as available and in any event
within 60 days after the end of each quarterly fiscal period (except the last)
of each fiscal year, copies of:

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(i) consolidated balance sheets of the Borrower and its
Restricted Subsidiaries as of the close of such quarterly fiscal
period, setting forth in comparative form the consolidated figures for
the fiscal year then most recently ended,

(ii) consolidated statements of income of the Borrower and
its Restricted Subsidiaries for such quarterly fiscal period and for
the portion of the fiscal year ending with such quarterly fiscal
period, in each case setting forth in comparative form the
consolidated figures for the corresponding periods of the preceding
fiscal year, and

(iii) consolidated statements of cash flows of the Borrower
and its Restricted Subsidiaries for the portion of the fiscal year
ending with such quarterly fiscal period, setting forth in comparative
form the consolidated figures for the corresponding period of the
preceding fiscal year,

all in reasonable detail and certified as complete and correct by an authorized
financial officer of the Borrower;

(b) Annual Statements. As soon as available and in any event
within 120 days after the close of each fiscal year of the Borrower, copies of:

(i) consolidated and consolidating balance sheets of the
Borrower and its Restricted Subsidiaries as of the close of such
fiscal year, and

(ii) consolidated and consolidating statements of income
and retained earnings and cash flows of the Borrower and its
Restricted Subsidiaries for such fiscal year, and

in each case setting forth in comparative form the consolidated figures for the
preceding fiscal years all in reasonable detail and accompanied by a report
thereon of a firm of independent public accountants of recognized national
standing selected by the Borrower to the effect that the consolidated financial
statements present fairly, in all material respects, the consolidated financial
position of the Borrower and its Restricted Subsidiaries as of the end of the
fiscal year being reported on and the consolidated results of the operations
and cash flows for said year in conformity with GAAP and that the examination
of such accountants in connection with such financial statements has been
conducted in accordance with generally accepted auditing standards and included
such tests of the accounting records and such other auditing procedures as said
accountants deemed necessary in the circumstances;

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(c) Audit Reports. Promptly upon receipt thereof, one copy of
each interim or special audit made by independent accountants of the books of
the Borrower or any Restricted Subsidiary, the subject matter of which could
have a material adverse effect on the assets, business, operations or financial
condition of the Borrower or such Restricted Subsidiary, as the case may be,
and any management letter received from such accountants;

(d) SEC and Other Reports. Promptly upon their becoming
available, one copy of each financial statement, report, notice or proxy
statement sent by the Borrower to stockholders generally and of each regular or
periodic report, and any registration statement or prospectus filed by the
Borrower or any Subsidiary with any securities exchange or the Securities and
Exchange Commission or any successor agency, and copies of any material orders
in any material proceedings to which the Borrower or any of its Subsidiaries is
a party, issued by any governmental agency, Federal or state, having
jurisdiction over the Borrower or any of its Subsidiaries;

(e) ERISA Reports. Promptly upon the occurrence thereof, written
notice of (i) a Reportable Event with respect to any Plan as to which the PBGC
by regulation has not waived the 30 day notification requirement; provided,
however, that the loss of plan qualification and the failure to meet the
minimum funding standards shall be Reportable Events requiring notice hereunder
regardless of the issuance of any waivers of notice to the PBGC; (ii) the
institution of any steps by the Borrower, any ERISA Affiliate, the PBGC or any
other person to terminate any Plan by means of a distress termination under
Section 4041(c) of ERISA or an involuntary termination under Section 4042 of
ERISA; (iii) the institution of any steps by the Borrower or any ERISA
Affiliate to withdraw from any Plan which would result in withdrawal liability
in excess of $1,000,000; (iv) a non-exempt "prohibited transaction" within the
meaning of Section 406 of ERISA in connection with any Plan; (v) any material
increase in the contingent liability of the Borrower or any Restricted
Subsidiary with respect to any post-retirement welfare liability; or (vi) the
taking of any action by, or the threatening of the taking of any action by, the
Internal Revenue Service, the Department of Labor or the PBGC with respect to
any of the foregoing;

(f) Officer's Certificates. Within the periods provided in the
immediately preceding subsections (a) and (b), a certificate of an authorized
financial officer of the Borrower stating that such officer has reviewed the
provisions of this Agreement and setting forth: (i) the information and
computations (in sufficient detail) required in order to establish whether the
Borrower was in compliance with the requirements of Section 7.6 through Section
7.16 at the end of the period covered by the financial statements then being
furnished, and (ii) whether there existed as of the date of such financial
statements and whether, to the best of such officer's knowledge, there exists
on

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the date of the certificate or existed at any time during the period covered by
such financial statements (including, specifically, at the time of any
designation of a Subsidiary as a Restricted Subsidiary or as an Unrestricted
Subsidiary) any Default or Event of Default and, if any such condition or event
exists on the date of the certificate, specifying the nature and period of
existence thereof and the action the Borrower is taking and proposes to take
with respect thereto;

(g) Accountant's Certificates. Within the period provided in the
immediately preceding subsection (b), a certificate of the accountants who
render an opinion with respect to such financial statements, stating that they
have reviewed this Agreement and stating further whether, in making their
audit, such accountants have become aware of any Default or Event of Default
under any of the terms or provisions of this Agreement insofar as any such
terms or provisions pertain to or involve accounting matters or determinations,
and if any such condition or event then exists, specifying the nature and
period of existence thereof;

(h) Unrestricted Subsidiaries. Within the periods provided in the
immediately preceding subsection (b), financial statements of the character and
for the dates and periods as in each subsection (b) provided covering each
Unrestricted Subsidiary (or groups of Unrestricted Subsidiaries on a
consolidated basis);

(i) Additional Information. Within 5 Business Days after any
senior officer of the Borrower obtains knowledge of:

(i) the institution of legal proceedings against
the Borrower and/or any Restricted Subsidiary, which has a
reasonable possibility of having a Materially Adverse Effect
on the Borrower and its Restricted Subsidiaries, taken as a
whole, or which in any manner draws into question the validity
of or has a reasonable possibility of impairing the ability of
the Borrower to perform its obligations hereunder or under any
other Loan Documents; or

(ii) any (A) Environmental Liabilities which could
result in penalties, fines, claims or other liabilities in
amounts, individually or in the aggregate, in excess of
$1,000,000, (B) pending, threatened or anticipated
Environmental Proceedings which has a reasonable possibility
of having a Materially Adverse Effect on the Borrower and its
Restricted Subsidiaries, taken as a whole, (C) Environmental
Notices, (D) Environmental Judgments and Orders, or (E)
Environmental Releases at, on, in, under or in any way
materially affecting the Properties; the

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Borrower will deliver to each Lender an Officer's Certificate
specifying the nature and period of existence thereof and what
action the Borrower has taken, is taking or proposes to take
with respect thereto.

(j) Requested Information. With reasonable promptness, such other
data and information as the Agent or any Lender may reasonably request.

Without limiting the foregoing, the Borrower will permit the Agent and each
Lender (or such Persons as the Agent or any Lender may designate), to visit and
inspect, under the Borrower's guidance, any of the properties of the Borrower
or any Restricted Subsidiary, to examine all of their books of account,
records, reports and other papers, to make copies and extracts therefrom and to
discuss their respective affairs, finances and accounts with their respective
officers, employees, and independent public accountants (and by this provision
the Borrower authorizes said accountants to discuss with the Agent and each
Lender the finances and affairs of the Borrower and its Restricted
Subsidiaries) all at such reasonable times and as often as may be reasonably
requested. The Borrower shall not be required to pay or reimburse the Agent or
any Lender for expenses which the Agent or any Lender may incur in connection
with any such visitation or inspection; provided, however, that if such
visitation or inspection is made during any period when a Default or an Event
of Default shall have occurred and be continuing, the Borrower agrees to
reimburse the Agent and each Lender for all such expenses promptly on demand.

ARTICLE 8

DEFAULT

Section 8.1. Events of Default. Each of the following shall
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment or order of any court or any order, rule or regulation
of any governmental or nongovernmental body:

(a) Default in Payment. The Borrower shall fail to pay when due
(whether upon demand, at maturity, by reason of acceleration or otherwise) the
principal of, or interest on, any of the Loans or Notes, or any amount payable
hereunder when and as required to be made pursuant to any Acceptance
Obligation, or shall fail to pay when due any of the other obligations owing by
the Borrower under this Agreement or any other Loan Document.

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(b) Misrepresentations. Any statement, representation or warranty
made or deemed made by or on behalf of the Borrower in writing under this
Agreement or under any other Loan Document, or any amendment hereto or thereto,
or in any other writing or statement at any time furnished or made or deemed
made by or on behalf of the Borrower to the Agent or any Lender, shall at any
time prove to have been incorrect or misleading in any material respect when
furnished or made.

(c) Default in Performance. (i) The Borrower shall fail to
perform or observe any term, covenant, condition or agreement contained in
Sections 7.6 through 7.13 or (ii) the Borrower shall fail to perform or observe
any term, covenant, condition or agreement contained in this Agreement or any
other Loan Document to which it is a party and not otherwise mentioned in this
Section and the continuance of such failure for a period of 30 days after the
earlier of (A) the day on which the Borrower first obtains knowledge of such
failure or (B) the day on which written notice of such failure is given to the
Borrower by the Agent.

(d) Indebtedness Cross-Default.

(i) The Borrower shall fail to pay when due and payable
the principal of, or interest on, any Debt (other than the Loans) in
an aggregate amount in excess of $1,000,000; or

(ii) the maturity of any such Debt shall have (A) been
accelerated in accordance with the provisions of any indenture,
contract or instrument providing for the creation of or concerning
such Debt or (B) been required to be prepaid prior to the stated
maturity thereof; or

(iii) any other event shall have occurred and be continuing
which, with or without the passage of time, the giving of notice, a
determination of materiality, the satisfaction of any condition or any
combination of the foregoing, would permit any holder or holders of
such Debt, any trustee or agent acting on behalf of such holder or
holders or any other Person, to accelerate such maturity and such
Person shall not have waived its right to so accelerate with respect
to such event.

(e) Other Cross-Defaults. The Borrower shall default in the
payment when due, or in the performance or observance, of any material
obligation or condition of any contract or lease (other than one of the Loan
Documents or one relating to Debt) to which it is a party if such default would
have a Materially Adverse Effect on the Borrower and its Restricted
Subsidiaries taken as a whole, unless, but only as long as, the existence of
any such default is being contested by the Borrower in good faith by
appropriate proceedings, adequate reserves in

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respect thereof have been established on the books of the Borrower and the
contest thereof by the Borrower will not have a Materially Adverse Effect on
the Borrower and its Restricted Subsidiaries taken as a whole as determined by
the Majority Lenders in their sole discretion.

(f) Voluntary Bankruptcy Proceeding. The Borrower or any
Subsidiary of the Borrower shall: (i) commence a voluntary case under the
federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition
seeking to take advantage of any other laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding up or composition for
adjustment of debts; (iii) consent to or fail to contest in a timely and
appropriate manner any petition filed against it in an involuntary case under
such bankruptcy laws or other laws; (iv) apply for or consent to, or fail to
contest in a timely and appropriate manner, the appointment of, or the taking
of possession by, a receiver, custodian, trustee, or liquidator of itself or of
a substantial part of its property, domestic or foreign; (v) admit in writing
its inability to pay its debts as they become due; (vi) make a general
assignment for the benefit of creditors; (vii) make a conveyance fraudulent as
to creditors under any state or federal law; or (viii) take any corporate or
partnership action for the purpose of effecting any of the foregoing.

(g) Involuntary Bankruptcy Proceeding. A case or other proceeding
shall be commenced against the Borrower or any Subsidiary of the Borrower, in
any court of competent jurisdiction seeking: (i) relief under the federal
bankruptcy laws (as now or hereafter in effect) or under any other laws,
domestic or foreign, relating to bankruptcy, insolvency, reorganization,
winding up or adjustment of debts; or (ii) the appointment of a trustee,
receiver, custodian, liquidator or the like of such Person, or of all or any
substantial part of the assets, domestic or foreign, of such Person.

(h) Litigation. The Borrower shall challenge or contest in any
action, suit or proceeding in any court or before any arbitrator or
governmental body the validity or enforceability of this Agreement, any Note or
any other Loan Document.

(i) Judgment. A judgment or order for the payment of money shall
be entered against the Borrower or any Restricted Subsidiary by any court which
exceeds, individually or together with all other such judgments or orders,
$5,000,000 in amount and such judgment or order shall continue undischarged or
unstayed for a period of 30 days.

(j) Attachment. A warrant or writ of attachment or execution or
similar process shall be issued against any property of the Borrower or any
Restricted Subsidiary which exceeds, individually or together with all other
such

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processes, $5,000,000 in amount and such process shall continue undischarged
for a period of 30 days.

(k) ERISA. (i) Any Termination Event with respect to a Plan shall
occur; (ii) any Plan shall incur an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA) for which a waiver
has not been obtained in accordance with the applicable provisions of the Code
and ERISA; or (iii) the Borrower is in "default" (as defined in Section
4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan resulting
from the Borrower's complete or partial withdrawal (as described in Section
4203 or 4205 of ERISA) from such Multiemployer Plan.

(l) Loan Documents. An Event of Default (as defined therein)
shall occur under any of the other Loan Documents.

(m) Cessation of Operations. The present business operations of
the Borrower or any Restricted Subsidiary shall be suspended for a period of
twenty-one consecutive days or more.

(n) Ownership; Board of Directors. Any Person or two or more
Persons acting in concert shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (or any successor regulation)) of
more than 20% of the voting stock of the Borrower; or during any period of 25
consecutive calendar months, a majority of the Board of Directors of the
Borrower shall no longer be composed of individuals (i) who were members of
said Board on the first day of such period, (ii) whose election or nomination
to said Board was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of
said Board or (iii) whose election or nomination to said Board was approved by
individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of said Board.

Section 8.2. Remedies. Upon the occurrence of an Event of Default the
following provisions shall apply:

(a) Acceleration; Termination of Facilities.

(i) Automatic. Upon the occurrence of an Event of
Default specified in Sections 8.1(f) or (g), (A)(i) the principal of,
and the interest on, the Loans and the Notes at the time outstanding,
(ii) an amount equal to the BA Face Amount of all Acceptances
outstanding as of the date of the occurrence of the Event of Default
and (iii) all of the other obligations of the Borrower hereunder,
including, but not limited

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to, the other amounts owed to the Lenders and the Agent under this
Agreement, the Notes or any of the other Loan Documents, and all other
Obligations, shall become automatically due and payable by the
Borrower without presentment, demand, protest, or other notice of any
kind, all of which are expressly waived by the Borrower and (B) the
Loan Facility and the Bankers Acceptance Facility, the obligation of
the Lenders to make Loans under the Loan Facility, the obligation of
the Lenders to create Acceptances under the Bankers Acceptance
Facility and each Lender's Commitment shall immediately and
automatically terminate.

(ii) Optional. If any other Event of Default shall have
occurred and be continuing, the Agent, at the direction of the
Majority Lenders, shall, or each Lender, with the consent of the
Majority Lenders, may: (A) declare (i) the principal of, and interest
on, the Loans and the Notes at the time outstanding, (ii) an amount
equal to the BA Face Amount of all Acceptances outstanding as of the
date of the occurrence of the Event of Default and (iii) all of the
other obligations of the Borrower hereunder, including, but not
limited to, the other amounts owed to the Lenders and the Agent under
this Agreement, the Notes or any of the other Loan Documents, and all
other Obligations, to be forthwith due and payable, whereupon the same
shall immediately become due and payable without presentment, demand,
protest or other notice of any kind, all of which are expressly waived
by the Borrower and (B) terminate the Loan Facility and the Bankers
Acceptance Facility, the obligation of the Lenders to make Loans under
the Loan Facility and the obligation of the Lenders to create
Acceptances under the and Bankers Acceptance Facility and each
Lender's Commitment.

(b) Loan Documents. The Agent, upon the direction of the Majority
Lenders, shall, and each Lender, with the consent of the Majority Lenders, may,
exercise any and all of its rights under any and all of the other Loan
Documents.

(c) Cash Collateral. Each Lender, with the consent of the
Majority Lenders, may require the Borrower (rather than prepaying the
Acceptances as required by Section 11.02(a) above) to deposit into such
Lender's Cash Collateral Account the amounts specified in Sections
8.2(a)(i)(A)(ii) or 8.2(a)(ii)(A)(ii) owing to such Lender, as applicable. The
monies so deposited therein shall be used in the manner specified in Section
4.15 as if the Facility Termination Date were the date the applicable Event of
Default had occurred.

Section 8.3. Rights Cumulative. The rights and remedies of the Agent
and the Lenders under this Agreement, the Notes and each of the other Loan
Documents shall be cumulative and not exclusive of any rights or remedies which

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it would otherwise have under Applicable Law. In exercising its rights and
remedies the Agent and the Lenders may be selective and no failure or delay by
the Agent or any of the Lenders in exercising any right shall operate as a
waiver of it, nor shall any single or partial exercise of any power or right
preclude its other or further exercise or the exercise of any other power or
right.

ARTICLE 9

THE AGENT

Section 9.1. Authorization and Action. Each Lender hereby appoints
and authorizes the Agent to take such action as agent on such Lender's behalf
and to exercise such powers under this Agreement and the other Loan Documents
as are delegated to the Agent by the terms and thereof, together with such
powers as are reasonably incidental thereto. The power of attorney set forth
hereinabove shall be irrevocable and coupled with an interest. The
relationship between the Agent and the Lenders shall be that of principal and
agent only and nothing herein shall be construed to deem the Agent a trustee
for any Lender nor to impose on the Agent duties or obligations other than
those expressly provided for herein. The Agent will also furnish to any
Lender, upon the request of such Lender, a copy of any certificate or notice
furnished to the Agent by the Borrower pursuant to this Agreement or any other
Loan Document not already delivered to such Lender pursuant to the terms of
this Agreement or any such other Loan Document. As to any matters not
expressly provided for by the Loan Documents (including, without limitation,
enforcement or collection of the Notes), the Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that the Agent shall not be required to take any action
which exposes the Agent to personal liability or which is contrary to this
Agreement or any other Loan Document or Applicable Law. Not in limitation of
the foregoing, the Agent shall not exercise any right or remedy it or the
Lenders may have under any Loan Document upon the occurrence of a Default or an
Event of Default unless the Majority Lenders have so directed the Agent in
writing to exercise such right or remedy.

Section 9.2. Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents, employees or counsel shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
this Agreement, except for its or their own gross negligence or willful
misconduct. Without limiting the generality of the foregoing, the Agent: (a)
may consult with legal counsel (including counsel for the Borrower),
independent public

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accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (b) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations made in or in connection with this
Agreement or any other Loan Document; (c) shall not have any duty to ascertain
or to inquire as to the performance or observance of any of the terms,
covenants or conditions of any of this Agreement or any other Loan Document or
the satisfaction of any conditions precedent under this Agreement or any Loan
Document on the part of the Borrower or other Persons or inspect the property,
books or records of the Borrower or any other Person; (d) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other Loan Document, any other instrument or document furnished pursuant
thereto or any collateral covered thereby; and (e) shall incur no liability
under or in respect of this Agreement or any other Loan Document by acting upon
any notice, consent, certificate or other instrument or writing (which may be
by telephone or telecopy) believed by it to be genuine and signed, sent or
given by the proper party or parties.

Section 9.3. NationsBank as Lender. NationsBank as a Lender, shall
have the same rights and powers under this Agreement and any other Loan
Document as any other Lender and may exercise the same as though it were not
the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly
indicated, include NationsBank in each case in its individual capacity.
NationsBank and its Affiliates may each accept deposits from, maintain deposits
or credit balances for, invest in, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with the Borrower
and any other Affiliate thereof as if it were any other bank and without any
duty to account therefor to the other Lenders.

Section 9.4. Lender Credit Decision, Etc. Each Lender expressly
acknowledges that neither the Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or other Affiliates has made any
representations or warranties to such Lender and that no act by the Agent
hereinafter taken, including any review of the affairs of the Borrower, shall
be deemed to constitute any representation or warranty by the Agent to any
Lender. Each Lender acknowledges that it has, independently and without
reliance upon the Agent, any other Lender or counsel to the Agent, and based on
the financial statements of the Borrower and its Affiliates, its review of the
Loan Documents, the legal opinions required to be delivered to it hereunder,
the advice of its own counsel and such other documents and information as it
has deemed appropriate, made its own credit and legal analysis and decision to
enter into this Agreement and the transaction contemplated hereby. Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent, any other Lender or counsel

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to the Agent, and based on such review, advice, documents and information as it
shall deem appropriate at the time, continue to make its own decisions in
taking or not taking action under the Loan Documents. Except for notices,
reports and other documents expressly required to be furnished to the Lenders
by the Agent hereunder, the Agent shall have no duty or responsibility to
provide any Lender with any credit or other information concerning the
business, operations, property, financial and other condition or
creditworthiness of the Borrower or any other Affiliate thereof which may come
into possession of the Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or other Affiliates.

Section 9.5. Indemnification. The Lenders agree to indemnify the
Agent (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so) pro rata in accordance with the Lenders'
respective Credit Percentages, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may at any
time be imposed on, incurred by, or asserted against the Agent in any way
relating to or arising out of the Loan Documents or any action taken or omitted
by the Agent under the Loan Documents; provided, however, that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Agent's gross negligence or willful misconduct or if
the Agent fails to follow the written direction of the Majority Lenders unless
such failure is pursuant to the advice of counsel of which the Lenders have
received notice. Without limiting the generality of the foregoing, each Lender
agrees to reimburse the Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees) incurred by the Agent in
connection with the preparation, execution, administration, or enforcement of,
or legal advice with respect to the rights or responsibilities of the parties
under, the Loan Documents, to the extent that the Agent is not reimbursed for
such expenses by the Borrower. The agreements in this Section shall survive
the payment of the Loans and all other amounts payable hereunder or under the
other Loan Documents and the termination of this Agreement.

Section 9.6. Actions by Majority Lenders. Each Lender hereby agrees
that, except as otherwise set forth herein, any action taken by the Majority
Lenders in accordance with the provisions of this Agreement or the Loan
Documents, and the exercise by the Majority Lenders of the powers set forth
herein or therein, together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all of the Lenders.

Section 9.7. Successor Agent. The Agent may resign at any time as
Agent under the Loan Documents by giving written notice thereof to the Lenders
and the Borrower. In the event of a material breach of its duties hereunder,
the

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Agent may be removed as Agent under the Loan Documents at any time by the
Majority Lenders and the Borrower. Upon any such resignation or removal, the
Majority Lenders shall have the right to appoint a successor Agent with, so
long as no Default has occurred and is continuing, the consent of the Borrower.
If no successor Agent shall have been so appointed by the Majority Lenders, and
shall have accepted such appointment, within 30 days after the resigning
Agent's giving of notice of resignation or the Majority Lenders' removal of the
resigning Agent, then the resigning Agent may, on behalf of the Lenders,
appoint a successor Agent, which shall be a Lender, if any Lender shall be
willing to serve, and otherwise shall be a commercial bank having combined
capital and surplus of at least $500,000,000 and reasonably acceptable to the
Majority Lenders. Upon the acceptance of any appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the resigning
Agent, and the retiring Agent shall be discharged from its duties and
obligations under the Loan Documents. After any resigning Agent's resignation
or removal hereunder as Agent, the provisions of this Article 9 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent under the Loan Documents.

ARTICLE 10

MISCELLANEOUS

Section 10.1. Notices. Unless otherwise provided herein,
communications provided for hereunder shall be in writing and shall be mailed,
telecopied or delivered as follows:

If to the Borrower:

Savannah Foods & Industries, Inc.
Two East Bryan
Savannah, Georgia 31402
Attention: Treasurer
Telecopy number: (912) 233-9783
Telephone number: (912) 651-5046

If to the Agent or any Lender:

To such Person's address or telecopy number, as applicable,
set forth on the then current Annex I attached hereto.

or, as to each party at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and other
communications

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shall be effective (i) if mailed, when received; (ii) if telecopied, when
transmitted; or (iii) if hand delivered, when delivered. Notwithstanding the
immediately preceding sentence, all notices or communications to the Agent or
any Lender under Articles 2, 3 and 4 shall be effective only when actually
received.

Section 10.2. Expenses. The Borrower will pay all present and future
expenses of the Agent and each of the Lenders in connection with:

(a) the negotiation, preparation, execution, delivery and
administration of this Agreement, the Notes and each of the other Loan
Documents, whenever the same shall be executed and delivered, including
appraisers' fees, search fees, recording fees and the reasonable fees and
disbursements of: (i) counsel for the Agent and (ii) each local counsel
retained by the Agent; provided, however, that the Borrower shall be
responsible for the fees and expenses of one law firm as counsel for the Agent
for the negotiation, preparation, execution and delivery of the Loan Documents;

(b) the negotiation, preparation, execution and delivery of any
waiver, amendment or consent by the Agent or any Lender relating to this
Agreement, the Notes or any of the other Loan Documents or in connection with
the assignment of any Lender's Commitment hereunder or sales of participations
therein, including the fees and disbursements of counsel to the Agent or such
Lender or in connection with any of the foregoing;

(c) any restructuring, refinancing or "workout" of the
transactions contemplated by this Agreement, the Notes and the other Loan
Documents, or any material amendment to the terms of this Agreement or any
other Loan Document, including the fees and disbursements of counsel to the
Agent or to any Lender;

(d) the collection or enforcement of the obligations of the
Borrower under this Agreement, the Notes or any other Loan Document including
the reasonable fees and disbursements of counsel (actually incurred by such
counsel) to the Agent or to any Lender if such collection or enforcement is
done by, through or with the assistance of an attorney;

(e) prosecuting or defending any claim in any way arising out of,
related to, or connected with this Agreement, the Notes or any of the other
Loan Documents, which expenses shall include the fees and disbursements of
counsel to the Agent or any Lender and of experts and other consultants
retained by the Agent or any Lender;

(f) the exercise by the Agent or any Lender of any right or remedy
granted to it under this Agreement, the Notes or any of the other Loan

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Documents including the reasonable fees and disbursements of counsel to the
Agent or any Lender; and

(g) to the extent not already covered by any of the preceding
subsections, any bankruptcy or other proceeding of the type described in
Sections 8.1(f) or (g), and the fees and disbursements of counsel to the Agent
and any Lender incurred in connection with the representation of the Agent or
such Lender in any matter relating to or arising out of any such proceeding,
including without limitation (i) any motion for relief from any stay or similar
order, (ii) the negotiation, preparation, execution and delivery of any
document relating to the Agent or such Lender and (iii) the negotiation and
preparation of any plan of reorganization of the Borrower, whether proposed by
the Borrower, the Lenders or any other Person, and whether such fees and
expenses are incurred prior to, during or after the commencement of such
proceeding or the confirmation or conclusion of any such proceeding.

Section 10.3. Stamp, Intangible and Recording Taxes. The Borrower
will pay any and all stamp, intangible, registration, recordation and similar
taxes, fees or charges and shall indemnify the Agent and each Lender against
any and all liabilities with respect to or resulting from any delay in the
payment or omission to pay any such taxes, fees or charges, which may be
payable or determined to be payable in connection with the execution, delivery,
performance or enforcement of this Agreement, the Notes and any of the other
Loan Documents or the perfection of any rights or Liens thereunder.

Section 10.4. Setoff. Subject to Section 4.5 and in addition to any
rights now or hereafter granted under Applicable Law and not by way of
limitation of any such rights, each Lender is hereby authorized by the
Borrower, at any time or from time to time, without notice to the Borrower or
to any other Person, any such notice being hereby expressly waived, to set-off
and to appropriate and to apply any and all deposits (general or special,
including, but not limited to, indebtedness evidenced by certificates of
deposit, whether matured or unmatured) and any other indebtedness at any time
held or owing by such Lender or any Affiliate of such Lender, to or for the
credit or the account of the Borrower against and on account of any of the
Obligations, irrespective of whether or not the Majority Lenders shall have
declared any or all of the Loans and all other Obligations to be due and
payable as permitted by Section 8.2, and although such obligations shall be
contingent or unmatured.

Section 10.5. Assignability. Each Lender may sell, assign, transfer,
negotiate, and grant participations in, or otherwise dispose of (for purposes
of this Section 10.5, a "Transfer"), all or any portion of its rights and
benefits under this Agreement or under the Notes that such Lender is issued to
any Person and in the event of any Transfer by such Lender, all references
herein to such Lender shall

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<PAGE> 72
72

be deemed a reference to such Lender's transferee or participant to the extent
of its participation; provided, however, unless a Transfer shall be to an
affiliate of a Lender or pursuant to a Transfer under Section 4.5 hereof or in
connection with a participation under which the participant does not have any
voting rights other than with respect to amendments or waivers of material
provisions of the Credit Agreement, no Transfer shall occur without the prior
written consent of the Borrower (such consent not to be unreasonably withheld).
The Borrower hereby agrees that any transferee or participant purchasing a
participation in the Loans under this Agreement may exercise all rights of
offset, banker's lien and counterclaim with respect to such participation as
fully as if such transferee or participant were a holder of a "Loan" in the
amount of such participation. In the case of any Transfer (other than a
participation unless otherwise agreed by such Lender with its participant),
such transferee shall have all rights and duties under this Agreement as if
such transferee were the Lender. The Borrower may not assign any of its rights
or obligations hereunder without the prior written consent of the Lenders.

Section 10.6. Amendments. Except as otherwise expressly provided in
this Agreement, any consent or approval required or permitted by this Agreement
or in any Loan Document to be given by the Lenders may be given, and any term
of this Agreement or of any other Loan Document may be amended, and the
performance or observance by the Borrower or any Affiliate of the Borrower of
any terms of this Agreement or such other Loan Document or the continuance of
any Default or Event of Default may be waived (either generally or in a
particular instance and either retroactively or prospectively) with, but only
with, the written consent of the Borrower and the written consent of the
Majority Lenders. Notwithstanding the foregoing, the rates of interest on the
Loans and the Notes, the dates on which any interest payable by the Borrower
under any Loan Document is due, the Commitment Termination Date, the repayment
obligations with respect to any Acceptance Obligations, the amount and payment
date of any Fees and this Section may not be amended, or the Borrower's
compliance thereunder may not be waived, without the written consent of all the
Lenders and the Borrower. Further, the definition of Majority Lenders (or any
minimum requirement necessary for the Lenders or Majority Lenders to take
action hereunder) may not be amended without the written consent of all of the
Lenders and the Borrower. Further, no amendment, waiver or consent unless in
writing and signed by the Agent, in addition to the Lenders required
hereinabove to take such action, shall affect the rights or duties of the Agent
under this Agreement or any of the other Loan Documents. No waiver shall
extend to or affect any obligation not expressly waived or impair any right
consequent thereon. No course of dealing or delay or omission on the part of
any Lender or the Agent in exercising any right shall operate as a waiver
thereof or otherwise be prejudicial thereto. Except as otherwise explicitly
provided for herein or in any other Loan Document, no notice to or demand upon
the Borrower shall entitle the Borrower

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<PAGE> 73
73

to other or further notice or demand in similar or other circumstances.
Notwithstanding any of the foregoing to the contrary, the consent of the
Borrower shall not be required for any amendment, modification or waiver of the
provisions of Article 9 (other than the provisions of Section 9.7). In
addition, the Borrower and the Lenders hereby authorize the Agent to modify
this Agreement by unilaterally amending or supplementing Annex I from time to
time in the manner requested by the Borrower, the Agent or any Lender in order
to reflect any assignments or transfers of the Commitments as provided for
hereunder; provided, however, that the Agent shall promptly deliver a copy of
any such modification to the Borrower and each Lender.

Section 10.7. Nonliability of Agent and Lenders. The relationship
between the Borrower and the Lenders and the Agent shall be solely that of
borrower and lender. Neither the Agent nor any Lender shall have any fiduciary
responsibilities to the Borrower, nor shall the Agent have any fiduciary duty
to any Lender. Neither the Agent nor any Lender undertakes any responsibility
to the Borrower to review or inform the Borrower of any matter in connection
with any phase of the Borrower's business or operations.

Section 10.8. Information. Except as otherwise provided by law, the
Agent and each Lender shall utilize all non-public information obtained
pursuant to the requirements of this Agreement which has been identified as
confidential or proprietary by the Borrower in accordance with its customary
procedure for handling confidential information of this nature and in
accordance with safe and sound banking practices but in any event may make
disclosure: (i) to any of their respective Affiliates (provided they shall
agree to keep such information confidential in accordance with the terms of
this Section); (ii) as reasonably required by any bona fide transferee or
participant in connection with the contemplated transfer of any Commitment or
participations therein as permitted hereunder; (iii) as required by any
Governmental Authority or representative thereof or pursuant to legal process;
(iv) to such Lender's independent auditors and other professional advisors
(provided they shall be notified of the confidential nature of the
information); (v) after the happening and during the continuance of an Event of
Default, to any other Person, in connection with the exercise of the Agent's or
any Lender's rights hereunder or under any of the other Loan Documents; or (vi)
to any other Person to which such delivery or disclosure may be necessary or
appropriate (x) in compliance with any law, rule, regulation or order
applicable to such Lender, (y) in response to any subpoena or other legal
process or informal investigative demand or (z) in connection with any
litigation to which such Lender is a party.

Section 10.9. Indemnification. The Borrower shall and hereby agrees
to indemnify, defend and hold harmless the Agent and each of the Lenders and
their respective directors, officers, agents, employees and counsel from and

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<PAGE> 74
74

against (a) any and all losses, claims, damages, liabilities, deficiencies,
judgments or expenses incurred by any of them (except to the extent that it is
finally judicially determined to have resulted from their own gross negligence
or willful misconduct) arising out of or by reason of any litigation,
investigations, claims or proceedings which arise out of or are in any way
related to: (i) this Agreement or the transactions contemplated thereby; (ii)
the making of Loans or the creation of Acceptances; (iii) any actual or
proposed use by the Borrower of the proceeds of the Loans or Acceptances; or
(iv) the Agent's or any Lender's entering into this Agreement, the other Loan
Documents or any other agreements and documents relating hereto, including,
without limitation, amounts paid in settlement, court costs and the fees and
disbursements of counsel incurred in connection with any such litigation,
investigation, claim or proceeding or any advice rendered in connection with
any of the foregoing and (b) any such losses, claims, damages, liabilities,
deficiencies, judgments or expenses incurred in connection with any remedial or
other action taken by the Borrower, the Agent or any of the Lenders in
connection with compliance by the Borrower or any of its Affiliates, or any of
their respective properties, with any federal, state or local Environmental
Laws or other environmental rules, regulations, orders, directions, ordinances,
criteria or guidelines. If and to the extent that the obligations of the
Borrower hereunder are unenforceable for any reason, the Borrower hereby agrees
to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under Applicable Law. The Borrower's
obligations hereunder shall survive any termination of this Agreement and the
other Loan Documents and the payment in full of the Obligations, and are in
addition to, and not in substitution of, any other obligations set forth in
this Agreement.

Section 10.10. Survival. Notwithstanding any termination of this
Agreement, or of the other Loan Documents, the indemnities to which the Agent
and the Lenders are entitled under the provisions of Sections 10.2 and 10.10
and any other provision of this Agreement and the other Loan Documents shall
continue in full force and effect and shall protect the Agent and the Lenders
against events arising after such termination as well as before.

Section 10.11. Titles and Captions. Titles and captions of Articles,
Sections, Schedules, Exhibits, subsections and clauses in this Agreement are
for convenience only, and neither limit nor amplify the provisions of this
Agreement.

Section 10.12. Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remainder of such provision or the
remaining provisions or affecting the validity or enforceability of such
provision in any other jurisdiction.

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<PAGE> 75
75

Section 10.13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

Section 10.14. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and
shall be binding upon all parties, their successors and assigns.

[Signatures on Following Pages]

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<PAGE> 76
76

IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be executed by their authorized officers all as of the day and
year first above written.

THE BORROWER:

SAVANNAH FOODS & INDUSTRIES, INC.

By:
----------------------------------
Name:
Title:

120
<PAGE> 77
77

THE DOCUMENTATION AGENT:

NATIONSBANK OF GEORGIA, NATIONAL
ASSOCIATION, as Agent

By:
---------------------------------
Name:
-------------------------------
Title:
-------------------------------

Address for Notices:

600 Peachtree Street
Atlanta, Georgia 30308
Attention: Ms. Jan Serafen
Telephone: (404) 607-5549
Telecopy: (404) 607-6467

[Signatures Continued On Next Page.]

121
<PAGE> 78
78

THE LENDERS:

NATIONSBANK OF GEORGIA, NATIONAL
ASSOCIATION

By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------

Address for Notices and Acceptances:

600 Peachtree Street
Atlanta, Georgia 30308
Attention: Ms. Jan Serafen
Telephone: (404) 607-5549
Telecopy: (404) 607-6467

[Signatures Continued On Next Page.]

122
<PAGE> 79
79

WACHOVIA BANK OF GEORGIA

By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------

Address for Notices and Acceptances:

191 Peachtree Street, NE
Atlanta, Georgia 30303-1757
Attention: Mr. Stephen F. Blake
Telephone: (404) 332-4078
Telecopy: (404) 332-6920

[Signatures Continued On Next Page.]

123
<PAGE> 80
80

TRUST COMPANY BANK

By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------

Address for Notices and Acceptances:

25 Park Place, NE
Center Code 120
Atlanta, Georgia 30303
Attention: Mr. John K. Shoffner
Telephone: (404) 827-6819
Telecopy: (404) 588-8833

[Signatures Continued On Next Page.]

124
<PAGE> 81
81

THE FUJI BANK, LIMITED

By:
------------------------------
Name:
----------------------------
Title:
---------------------------

Address for Notices:

245 Peachtree Center Avenue, NE
Atlanta, Georgia 30303-1208
Attention: Mr. Scott L. Keller
Telephone: (404) 653-2113
Telecopy: (404) 653-2119

[Signatures Continued On Next Page.]

125
<PAGE> 82
82

SECOND NATIONAL BANK

By:
--------------------------
Name:
------------------------
Title:
-----------------------

Address for Notices:

101 N. Washington Avenue
Saginaw, Michigan 48607
Attention: Ms. Joyce M. Van Ochten
Telephone: (517) 776-7433
Telecopy: (517) 776-7420

NBD BANK, NA

By:
--------------------------
Name:
------------------------
Title:
-----------------------

Address for Notices:

611 Woodward Avenue
Detroit, Michigan 48226
Attention: Mr. John C. Otteson
Telephone: (313) 225-3677
Telecopy: (313) 225-2649

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<PAGE> 83
83

CANADIAN IMPERIAL BANK
OF COMMERCE

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------

Address for Notices:

2727 Paces Ferry Road, Suite 1200
Atlanta, Georgia 30339
Attention: Ms. Kelly Cannon
Telephone: (404) 319-4905
Telecopy: (404) 319-4954

For Money Market Loans:

Carol L. Kizzia
(212) 856-3693

Address for Acceptances:

425 Lexington Avenue
New York, New York 10017
Attention: Ms. Rose Black
Vice President
Cash Service Dept.
2nd Floor
Telephone: (212) 856-6708
Telecopy: (212) 856-3873

[Signatures Continued On Next Page.]

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<PAGE> 84

ANNEX I TO CREDIT AGREEMENT

LIST OF LENDERS,
COMMITMENTS AND LENDING OFFICES

NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION Initial Commitment Amount: $40,000,000
Initial Credit Percentage: 27.59%
Lending Office (All Types):

21st Floor
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
Telecopy Number: (404) 607-6176

Wiring Instructions:

ABA #061000052
Attn: Corporate Loan Services - Acct. #0136621-0101997

WACHOVIA BANK OF GEORGIA Initial Commitment Amount: $25,000,000
Initial Credit Percentage: 17.24%
Lending Office (All Types):

191 Peachtree Street, N.E.
Mail Code GA-212
Atlanta, Georgia 30303-1251
Telecopy Number: (404) 352-6920

Wiring Instructions:

ABA #0610 000 10 Loan Clearing Account 18-800-621
Attn: Barbara Smith

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<PAGE> 85
2

TRUST COMPANY BANK Initial Commitment Amount: $25,000,000
Initial Credit Percentage: 17.24%
Lending Office (All Types):

P.O. Box 4418 Mail Code 126
Atlanta, Georgia 30302
Telecopy Number: (404) 588-8833

Wiring Instructions:

ABA #061000104 Wire Clearing General Account # 8892170730
Instructions: Please notify Susan Deisenroth at extension 8038

CANADIAN IMPERIAL BANK
OF COMMERCE Initial Commitment Amount: $25,000,000
Initial Credit Percentage: 17.24%
Lending Office (All Types):

425 Lexington Avenue
New York, New York 10017
Telecopy Number: (212) 856-3973

Wiring Instructions:

Morgan Guaranty Bank
New York, New York
F/A CIBC - New York
#63000480

ABA #021-000-238
Attn: Credit Operations, Atlanta

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<PAGE> 86
3

THE FUJI BANK LIMITED Initial Commitment Amount: $10,000,000
Initial Credit Percentage: 6.9%
Lending Office (All Types):

Suite 2100
245 Peachtree Center Avenue, N.E.
Atlanta, Georgia 30303-1208
Telecopy Number: (404) 653-2119

Wiring Instructions:

Fuji Bank Limited, New York

ABA #026 009700
Attn: For Further Credit to Fuji Bank, Atlanta
Acct #725000

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<PAGE> 87
4

SECOND NATIONAL BANK Initial Commitment Amount: $10,000,000
Initial Credit Percentage: 6.9%
Lending Office (All Types):

101 N. Washington Avenue
Saginaw, MI 48607
Telecopy Number: (517) 776-7420

Wiring Instructions:

ABA #072400227
Attn: K. Egarer

NBD BANK, N.A. Initial Commitment Amount: $10,000,000
Initial Credit Percentage: 6.9%
Lending Office (All Types):

NBD Bank, N.A.
611 Woodward Ave.
Detroit, Michigan 48226
Telecopy Number: (313) 225-2649

Wiring Instructions:

NBD Bank, N.A.
ABA #072000326
Attn: Commerical Loans Dept.
Account #2423804 (Principal & Interest Only)
Any Questions, Contact Debra Leapheart (x3443)

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<PAGE> 88
EXECUTION COPY

CREDIT AGREEMENT

Dated as of October 1, 1993

by and among

SAVANNAH FOODS & INDUSTRIES, INC., as Borrower

and

Each of the Financial Institutions Initially a
Signatory hereto, together with Those Assignees
Pursuant to Section 10.5, as Lenders

and

NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION,
as Documentation Agent

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<PAGE> 89
i

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ARTICLE 1. DEFINITIONS 1

Section 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 1.3. Classes and Types of Loans . . . . . . . . . . . . . . . . . . . 18

ARTICLE 2. LOAN FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Section 2.1. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2.2. Money Market Loans . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2.3. Borrowings of Revolving Loans . . . . . . . . . . . . . . . . . . 21
Section 2.4. Several Obligations . . . . . . . . . . . . . . . . . . . . . . . 22
Section 2.5. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 2.6. Continuation of Loans . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.7. Conversion of Loans . . . . . . . . . . . . . . . . . . . . . . . 24
Section 2.8. Limitation on Types of Loans . . . . . . . . . . . . . . . . . . 25
Section 2.9. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 2.10. Treatment of Affected Loans . . . . . . . . . . . . . . . . . . . 26
Section 2.11. Reductions of the Commitments . . . . . . . . . . . . . . . . . . 26
Section 2.12. Prepayments; Funding Losses . . . . . . . . . . . . . . . . . . . 27
Section 2.13. Repayment of Loans . . . . . . . . . . . . . . . . . . . . . . . 27
Section 2.14. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 2.15. Extension of Commitment Termination Date . . . . . . . . . . . . 28

ARTICLE 3. ACCEPTANCE FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Section 3.1. Acceptance Facility . . . . . . . . . . . . . . . . . . . . . . . 29
Section 3.2. Supply of Drafts/Power of Attorney . . . . . . . . . . . . . . . 31
Section 3.3. Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 3.4. Termination of the Acceptance
Commitment . . . . . . . . . . . . . . . . . . . . . . . 32
Section 3.5. Acceptance Obligation . . . . . . . . . . . . . . . . . . . . . . 32
Section 3.6. Obligations Absolute . . . . . . . . . . . . . . . . . . . . . . 32
Section 3.7. Non-Prorata Obligations . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE 4. OTHER LOAN AND PAYMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . 34

Section 4.1. Interest on Overdue Payments . . . . . . . . . . . . . . . . . . 34
Section 4.2. Computations . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 4.3. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
</TABLE>

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<PAGE> 90
ii

<TABLE>
<S> <C> <C>
Section 4.4. Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . 35
Section 4.5. Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . 35
Section 4.6. Unused Facility Fee . . . . . . . . . . . . . . . . . . . . . . . 36
Section 4.7. Agent's Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 4.8. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 4.9. U.S. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.10. Agreement Regarding Interest and
Charges . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 4.11. Statements of Account . . . . . . . . . . . . . . . . . . . . . . 39
Section 4.12. Defaulting Lender's Status . . . . . . . . . . . . . . . . . . . 39
Section 4.13. Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 4.14. Maturity Date of Acceptances Past
Commitment Termination Date . . . . . . . . . . . . . . . . 40
Section 4.15. Cash Collateral Accounts . . . . . . . . . . . . . . . . . . . . 40

ARTICLE 5. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Section 5.1. Conditions Precedent to Initial Loans and Acceptances . . . . . . 41
Section 5.2. Conditions Precedent to All Loans and Acceptances . . . . . . . . 42

ARTICLE 6. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . 43

Section 6.1. Representations and Warranties . . . . . . . . . . . . . . . . . 43
Section 6.2. Survival of Representations and Warranties, Etc. . . . . . . . . 47

ARTICLE 7. COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Section 7.1. Corporate Existence, Etc. . . . . . . . . . . . . . . . . . . . . 48
Section 7.2. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 7.3. Taxes, Claims for Labor and Materials,
Compliance with Laws;
Environmental Compliance . . . . . . . . . . . . . . . . 48
Section 7.4. Maintenance, Etc. . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 7.5. Nature of Business . . . . . . . . . . . . . . . . . . . . . . . 49
Section 7.6. Current Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 7.7. Consolidated Tangible Net Worth . . . . . . . . . . . . . . . . . 49
Section 7.8. Indebtedness Ratios . . . . . . . . . . . . . . . . . . . . . . . 50
Section 7.9. Fixed Charges Coverage Ratio . . . . . . . . . . . . . . . . . . 50
Section 7.10. Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . 50
Section 7.11. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 7.12. Mergers, Consolidations and Sales
of Assets . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 7.13. Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
</TABLE>

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<PAGE> 91
iii

<TABLE>
<S> <C> <C>
Section 7.14. Designation of Restricted
Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 57
Section 7.15. Transactions with Affiliates . . . . . . . . . . . . . . . . . . 57
Section 7.16. Termination of Pension Plans . . . . . . . . . . . . . . . . . . 57
Section 7.17. Reports and Rights of Inspection . . . . . . . . . . . . . . . . 57

ARTICLE 8. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Section 8.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 8.2. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 8.3. Rights Cumulative . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE 9. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

Section 9.1. Authorization and Action . . . . . . . . . . . . . . . . . . . . 66
Section 9.2. Agent's Reliance, Etc. . . . . . . . . . . . . . . . . . . . . . 66
Section 9.3. NationsBank as Lender . . . . . . . . . . . . . . . . . . . . . . 67
Section 9.4. Lender Credit Decision, Etc. . . . . . . . . . . . . . . . . . . 67
Section 9.5. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 9.6. Actions by Majority Lenders . . . . . . . . . . . . . . . . . . . 68
Section 9.7. Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . 68

ARTICLE 10. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

Section 10.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 10.2. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 10.3. Stamp, Intangible and Recording
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 10.4. Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 10.5. Assignability . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 10.6. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 10.7. Nonliability of Agent and Lenders . . . . . . . . . . . . . . . 73
Section 10.8. Information . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 10.9. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 10.10. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 10.11. Titles and Captions . . . . . . . . . . . . . . . . . . . . . . 74
Section 10.12. Severability of Provisions . . . . . . . . . . . . . . . . . . . 74
Section 10.13. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 10.14. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 75
</TABLE>

135
<PAGE> 92
iv

<TABLE>
<S> <C>
ANNEX I List of Lenders, Commitments and Lending Offices

SCHEDULE 6.1(b) Subsidiaries
SCHEDULE 6.1(g) Indebtedness
SCHEDULE 6.1(h) Litigation
SCHEDULE 7.5 Description of Business
SCHEDULE 7.17 Liens

EXHIBIT A Form of Notice of Syndicated Borrowing
EXHIBIT B Form of Money Market Quote
EXHIBIT C Form of Notice of Continuation
EXHIBIT D Form of Notice of Conversion
EXHIBIT E-1 Form of Revolving Note
EXHIBIT E-2 Form of Money Market Note
EXHIBIT F Form of Power of Attorney
EXHIBIT G Form of Opinion of Borrower's Counsel
</TABLE>

136
<PAGE> 93
SCHEDULE 6.1(b)

Subsidiaries

Section 1. Restricted Subsidiaries:

<TABLE>
<CAPTION>
Percentage of
Voting Stock Owned
by Borrower and
Jurisdiction of Each Other
Name of Subsidiary Incorporation Subsidiary
------------------ ------------- ----------
<S> <C> <C>
Colonial Sugars, Inc. Delaware 100
Everglades Sugar Refining, Inc. Florida 100
Michigan Sugar Co. Michigan 100
Phoenix Packaging, Inc. Delaware 100
Raceland Sugars, Inc. Delaware 100
Savannah Foodservice, Inc. Delaware 100
Food Carrier, Inc. Georgia 100
Savannah Investment Co. Delaware 100
Savannah Sugar Ref. Co. Georgia 100
King Packaging Company Georgia 100
</TABLE>

Section 2. Unrestricted Subsidiaries:

<TABLE>
<CAPTION>
Percentage of
Voting Stock Owned
by Borrower and
Jurisdiction of Each Other
Name of Subsidiary Incorporation Subsidiary
------------------ ------------- ----------
<S> <C> <C>
Biomass Corporation Delaware 100
Chatham Sugar Corp. Delaware 100
South Coast Sugars, Inc. Delaware 100
Sunaid of Florida, Inc. Delaware 100
</TABLE>

137
<PAGE> 94
SCHEDULE 6.1(g)

Indebtedness

(To be completed by Borrower)

138
<PAGE> 95

EXHIBIT E-1

[FORM OF SYNDICATED NOTE]

PROMISSORY NOTE
FOR SYNDICATED LOANS

$_________________ __________ __, 1993
Atlanta, Georgia

FOR VALUE RECEIVED, SAVANNAH FOODS & INDUSTRIES, INC., a Delaware
corporation (the " Company"), hereby promises to pay to _________________ (the
"Bank"), for account of its Lending Office provided for by the Credit Agreement
to below, the principal sum of ______________ Dollars (or such lesser amount as
shall equal the aggregate unpaid principal amount of the Revolving Loans made
by the Bank to the Company under the Credit Agreement), in lawful money of the
United States of America and in immediately available funds, on the dates and
in the principal amounts provided in the Credit Agreement, and to pay interest
on the unpaid principal amount of each such Revolving Loan, at such office, in
like money and funds, for the period commencing on the date of such Revolving
Loan until such Revolving Loan shall be paid in full, at the rates per annum
and on the dates provided in the Credit Agreement.

The date and amount of each Revolving Loan made by the Bank to the
Company, and each payment made on account of the principal thereof, shall be
recorded by the Bank on its books and, prior to any transfer of this Note,
endorsed by the Bank on the schedule attached hereto or any continuation
thereof, provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Company to make a payment
when due of any amount owing under the Credit Agreement or hereunder in respect
of the Revolving Loans made by the Bank.

This Note is one of the Revolving Notes referred to in the Credit
Agreement dated as of October 1, 1993 (as modified and supplemented and in
effect from time to time, the "Credit Agreement") between Savannah Foods &
Industries, Inc., each of the financial institutions a party thereto, and
NationsBank of Georgia, National Association, as Documentation Agent, and
evidences Revolving Loans made by the Bank thereunder. Capitalized terms used
but not defined in this Note have the respective meanings assigned to them in
the Credit Agreement.

E-1-1

139
<PAGE> 96

The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Loans
upon the terms and conditions specified therein.

Except as permitted by Section 10.5 of the Credit Agreement, this Note
may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance with, the
law of the State of Georgia.

IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed under seal by its duly authorized officer as of the day and year first
written above.

SAVANNAH FOODS & INDUSTRIES, INC.

By:
------------------------------------------
Title:
-------------------------------------

Attest:
--------------------------------------
Title:
-------------------------------------

[CORPORATE SEAL]

E-1-2

140
<PAGE> 97

EXHIBIT A

[FORM OF NOTICE OF SYNDICATED BORROWING]

[Date]

NationsBank of Georgia, National
Association
600 Peachtree Street
Atlanta, Georgia 30308
Attention: Ms. Jan Serafen

Wachovia Bank of Georgia Trust Company Bank
191 Peachtree Street, NE One Park Place, NE
Atlanta, Georgia 30303-1757 Atlanta, Georgia 30303
Attention: Mr. Stephen F. Blake Attention: Mr. John K. Shoffner

Canadian Imperial Bank of The Fuji Bank, Limited
Commerce 245 Peachtree Center Avenue, NE
2727 Paces Ferry Road Atlanta, Georgia 30303-1208
Suite 1200 Attention: Mr. Scott L. Keller
Atlanta, Georgia 30339
Attention: Ms. Kelly Cannon

Second National Bank NBD Bank, N.A.
101 N. Washington Avenue 611 Woodward Avenue
Saginaw, Michigan 48607 Detroit, Michigan 48226
Attention: Ms. Joyce M. Attention: Mr. John C. Otteson
Van Ochten

Re: Notice of Syndicated Borrowing

Ladies and Gentlemen:

A-1

141

<PAGE> 98

"Borrower"), each of the financial institutions a party thereto, and
NationsBank of Georgia, National Association, as Documentation Agent.

Pursuant to Section 2.3 of the Credit Agreement, the Borrower hereby
requests a Revolving Loan as follows:

Interest
Borrowing Date Amount(1) Type(2) Period(3)
- -------------- ------ ---- ------

The following Loans are currently outstanding under the Credit
Agreement:

Amount Lender
------ ------

The Borrower hereby represents and warrants that as of the date of the
Loan requested hereby and after giving effect thereto:

(i) no Default or Event of Default shall have occurred and be
continuing;

(ii) the representations and warranties made or deemed made by the
Borrower in the Credit Agreement and the other Loan Documents
to which it is a party, shall be true and correct on and as of
the date of the making of such Loan with the same force and
effect as if made on and as of such date except to the extent
that such representations and warranties expressly relate
solely to an earlier date (in which case such representations
and warranties shall have been true and accurate on and as of
such earlier date) and except for changes in factual
circumstances specifically permitted hereunder;

____________________

1 Each amount must be $1,000,000 or a larger multiple of
$100,000.

2 Insert either "Base Rate Loan" or "Eurodollar Rate
Loan".

3 One, two, three or six months, if a Eurodollar Rate
Loan; N/A, if a Base Rate Loan.

A-2

142

<PAGE> 99

(iii) no change that is material and adverse has occurred in the
operations or condition, financial or otherwise, of the
Borrower and its Restricted Subsidiaries taken as a whole
since the Effective Date; and

(iv) the proposed Borrowing requested hereby satisfies all
limitations set forth in the Credit Agreement.

SAVANNAH FOODS & INDUSTRIES, INC.

By:
-----------------------------
Title:

A-3

143

<PAGE> 100

EXHIBIT B

[FORM OF MONEY MARKET QUOTE]

[Date]

Savannah Foods & Industries, Inc.
Two East Bryan
Savannah, Georgia 31402
Attention: Treasurer

Re: Money Market Quote to Savannah Foods & Industries, Inc.

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement dated as of
October 1, 1993 (the "Credit Agreement"; capitalized terms used but not defined
herein have the meanings assigned to them in the Credit Agreement) between
Savannah Foods & Industries, Inc. (the "Borrower"), each of the financial
institutions a party thereto, and NationsBank of Georgia, National Association,
as Documentation Agent.

This Money Market Quote is given in accordance with Section 2.2(c)
of the Credit Agreement. In response to the Borrower' s request dated
__________ __, 199_, the undersigned hereby makes the following Money Market
Quote(s) on the following terms:

1. Quoting Bank:

2. Person to contact at Quoting Bank:

B-1

144
<PAGE> 101
3. The undersigned hereby offers to make [a] Money Market Loan[s] in
the following Interest Period[s] and at the following rate[s]:

Borrowing Date Amount(1) Type(2) Interest Period(3) Rate(4)
-------------- ------ ----- --------------- ----

____________________

1 The principal amount bid for each Interest Period may not
exceed the principal amount requested. Bids must be made
for at least $1,000,000 or a larger multiple of $100,000.

2 Indicate "Eurodollar Rate Market Loan" or Absolute
Interest Rate Loan".

3 One, two, three or six months, in the case of a Eurodollar
Rate Market Loan, or, in the case of an Absolute Interest
Rate Loan, a period of up to 180 days after the making of
such Absolute Interest Rate Loan and ending on a Business
Day, as specified in the related Money Market Quote
Request.

4 For a Eurodollar Rate Market Loan, specify margin over or
below the applicable Eurodollar Rate determined for the
applicable interest Period. Specify percentage (rounded
to the nearest 1/10 of 1%) and specify whether "PLUS" or
"MINUS". For an Absolute Interest Rate Loan, specify rate
of interest per annum (rounded to the nearest 1/10 of 1%).

B-2

145
<PAGE> 102

The undersigned understands and agrees that the offer[s] set forth
above, subject to the satisfaction of the applicable conditions set forth in
the Credit Agreement, irrevocably obligate[s] it to make the Money Market
Loan[s] for which any offer[s] [is/are] accepted, in whole or in part (subject
to the fourth sentence of Section 2.2(d) of the Credit Agreement).

Very truly yours,

[NAME OF BANK]

By:
--------------------------------
Authorized Officer

Dated:

B-3

146
<PAGE> 103

EXHIBIT C

[FORM OF NOTICE OF CONTINUATION]

[Date]

NationsBank of Georgia,
National Association, as
Reference Bank
600 Peachtree Street
Atlanta, Georgia 30308
Attention: Ms. Jan Serafen

Second National Bank NBD Bank, N.A.
101 N. Washington Avenue 611 Woodward Avenue
Saginaw, Michigan 48607 Detroit, Michigan 48226
Attention: Ms. Joyce M. Attention: Mr. John C. Otteson
Van Ochten

Re: Notice of Continuation

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement dated as of October
1, 1993 (the "Credit Agreement"; capitalized terms used but not defined herein
have the meanings assigned to them in the Credit Agreement) between Savannah
Foods & Industries, Inc. (the "Borrower"), each of the financial institutions
a party thereto, and NationsBank of Georgia, National Association, as
Documentation Agent.

C-1

147
<PAGE> 104
Pursuant to Section 2.6 of the Credit Agreement, the Borrower hereby
requests the Continuation of Eurodollar Rate Loans as

Type
Continuation Continued Interest
Date(1) Amount(2) From(3) Period(4)
---- ------ ---- ------

The Borrower hereby represents and warrants that as of the date of the
Continuation requested hereby and after giving effect thereto:

(i) no Default or Event of Default shall have occurred and be
continuing;

(ii) the representations and warranties made or deemed made by the
Borrower in the Credit Agreement and the other Loan Documents to
which it is a party, shall be true and correct on and as of the
date of such Continuation with the same force and effect as if
made on and as of such date except to the extent that such
representations and warranties expressly relate solely to an
earlier date (in which case such representations and warranties
shall have been true and accurate on and as of such earlier date)
and except for changes in factual circumstances specifically
permitted hereunder;

(iii) no change that is material and adverse has occurred in the
operations or condition, financial or otherwise, of the Borrower
and its Restricted Subsidiaries taken as a whole since the
Effective Date; and

____________________

1 Must be the last day of the Interest Period for the Loan to be
Continued.

2 Each amount must be $1,000,000 or a larger multiple of $100,000.
Partial Continuations may not result in aggregate Eurodollar Loans
for any Interest Period of other than $1,000,000 or a larger
multiple of $100,000.

3 Identify Type of Loan being Continued.

4 One, two, three or six months.

C-2

148
<PAGE> 105

(iv) the proposed Continuation requested hereby satisfies all
limitations set forth in the Credit Agreement.

SAVANNAH FOODS & INDUSTRIES, INC.

By:
------------------------------
Title:

C-3

149
<PAGE> 106

EXHIBIT D

[FORM OF NOTICE OF CONVERSION]

[Date]

NationsBank of Georgia, National
Association, as Reference Bank
600 Peachtree Street
Atlanta, Georgia 30308
Attention: Ms. Jan Serafen

Second National Bank NBD Bank, N.A.
101 N. Washington Avenue 611 Woodward Avenue
Saginaw, Michigan 48607 Detroit, Michigan 48226
Attention: Ms. Joyce M. Attention: Mr. John C. Otteson
Van Ochten

Re: Notice of Conversion

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement dated as of October
1, 1993 (the "Credit Agreement"; capitalized terms used but not defined herein
have the meanings assigned to them in the Credit Agreement) between Savannah
Foods & Industries, Inc. (the "Borrower"), each of the financial institutions
a party thereto, and NationsBank of Georgia,

D-1

150
<PAGE> 107

National Association, as Documentation Agent.

Pursuant to Section 2.7 of the Credit Agreement, the Borrower hereby
requests the Conversion of Loans as follows:

<TABLE>
<S> <C> <C> <C> <C>
Conversion Date(1) Amount(2) Type Converted From(3) Type Converted To(4) Interest Period(5)
- ------------------ --------- ---------------------- -------------------- ------------------
</TABLE>

The Borrower hereby represents and warrants that a
as of the date of the Conversion requested hereby and after giving effect
thereto:

(i) no Default or Event of Default shall have occurred and be
continuing;

(ii) the representations and warranties made or deemed made by the
Borrower in the Credit Agreement and the other Loan Documents to
which it is a party, shall be true and correct on and as of the
date of such Conversion with the same force and effect as if made
on and as of such date except to the extent that such
representations and warranties expressly relate solely to an
earlier date (in which case such representations and warranties
shall have been true and accurate on and as of such earlier date)
and except for changes in factual circumstances specifically
permitted hereunder;

__________________________________

1 If a Conversion from a Eurodollar Rate Loan to a Base Rate Loan, must be
the last day of the Interest period for such Eurodollar Rate Loan.

2 Each amount must be $1,000,000 or a larger multiple of $100,000.
Partial Conversions from Eurodollar Rate Loans to Base Rate Loans may
not result in aggregate Eurodollar Rate Loans for any Interest Period of
other than $1,000,000 or a multiple of $1,000,000.

3 Identify Type of Loan being Converted.

4 Insert either "Base Rate Loan" or "Eurodollar Rate Loan".

5 One, two, three or six months, if a Eurodollar Rate Loan; N/A, if a
Base Rate Loan.

D-2

151
<PAGE> 108

(iii) no change that is material and adverse has occurred in the
operations or condition, financial or otherwise, of the Borrower
and its Restricted Subsidiaries taken as a whole since the
Effective Date; and

(iv) the proposed Continuation requested hereby satisfies all
limitations set forth in the Credit Agreement.

SAVANNAH FOODS & INDUSTRIES, INC.

By:
---------------------------------------
Title:
---------------------------------

D-3

152
<PAGE> 109

EXHIBIT E-1

PROMISSORY NOTE

FOR MONEY MARKET LOANS

$_______________ ____________________
Atlanta, Georgia

FOR VALUE RECEIVED, SAVANNAH FOODS & INDUSTRIES, INC., a Delaware
corporation (the " Company"), hereby promises to pay to Wachovia Bank of
Georgia, 191 Peachtree Street, NE, Atlanta, Georgia 30303-1757, Attention: Mr.
Stephen F. Blake (the "Bank"), for account of its Lending Office provided for
by the Credit Agreement referred to below, the principal sum of
________________ Dollars (or such lesser amount as shall equal the aggregate
unpaid principal amount of the Revolving Loans made by the Bank to the Company
under the Credit Agreement), in lawful money of the United States of America
and in immediately available funds, on the dates and in the principal amounts
provided in the Credit Agreement, and to pay interest on the unpaid principal
amount of each such Revolving Loan, at such office, in like money and funds,
for the period commencing on the date of such Revolving Loan until such
Revolving Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement.

This Note is one of the Revolving Notes referred to in the Credit
Agreement dated as of September __, 1993 (as modified and supplemented and in
effect from time to time, the "Credit Agreement") between Savannah Foods &
Industries, Inc., each of the financial institutions a party thereto, and
NationsBank of Georgia, National Association, as Documentation Agent, and
evidences Revolving Loans made by the Bank thereunder. Capitalized terms used
but not defined in this Note have the respective meanings assigned to them in
the Credit Agreement.

E-1-1

153
<PAGE> 110

The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Loans
upon the terms and conditions specified therein.

Except as permitted by Section 10.5 of the Credit Agreement, this Note
may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance with, the
law of the State of Georgia.

IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed under seal by its duly authorized officer as of the day and year first
written above.

SAVANNAH FOODS & INDUSTRIES, INC.

By:
------------------------------
Title:

E-1-2

154
<PAGE> 111

SCHEDULE OF SYNDICATED LOANS

This Note evidences Revolving Loans made under the within described
Credit Agreement to Savannah Foods & Industries, Inc., on the dates and in the
principal amounts set forth below, subject to the payments and prepayments of
principal set forth below:

<TABLE>
<CAPTION>
Principal Amount Unpaid
------ ------
<S> <C> <C> <C> <C>
Date of Loan Amount of Loan Paid or Prepaid Principal Amount Notation Made By
------------ -------------- --------------- ---------------- ----------------
</TABLE>

E-1-3

155
<PAGE> 112

EXHIBIT E-2

[FORM OF MONEY MARKET NOTE]

PROMISSORY NOTE
FOR MONEY MARKET LOANS

$_________________ __________ __, 1993
Atlanta, Georgia

FOR VALUE RECEIVED, SAVANNAH FOODS & INDUSTRIES, INC., a Delaware
corporation (the " Company"), hereby promises to pay to _______________ (the
"Bank"), for account of its Lending Office provided for by the Credit Agreement
referred to below, the aggregate unpaid principal amount of the Money Market
Loans made by the Bank to the Company under the Credit Agreement, in lawful
money of the United States of America and in immediately available funds, on
the dates and in the principal amounts provided in the Credit Agreement, and to
pay interest on the unpaid principal amount of each such Money Market Loan, at
such office, in like money and funds, for the period commencing on the date of
such Money Market Loan until such Money Market Loan shall be paid in full, at
the rates per annum and on the dates provided in the Credit Agreement.

The date, amount, Type, interest rate and maturity date of each Money
Market Loan made by the Bank to the Company, and each payment made on account of
the principal thereof, shall be recorded by the Bank on its books and, prior to
any transfer of this Note, endorsed by the Bank on the schedule attached hereto
or any continuation thereof, provided that the failure of the Bank to make any
such recordation or endorsement shall not affect the obligations of the Company
to make a payment when due of any amount owing under the Credit Agreement or
hereunder in respect of the Money Market Loans made by the Bank.

This Note is one of the Money Market Notes referred to in the Credit
Agreement dated as of October 1, 1993 (as modified and supplemented and in
effect from time to time, the "Credit Agreement") between Savannah Foods &
Industries, Inc., each of the financial institutions a party thereto, and
NationsBank of Georgia, National Association, as Documentation Agent, and
evidences Money Market Loans made by the Bank thereunder. Capitalized terms
used but not defined in this Note have the respective meanings assigned to them
in the Credit Agreement.

E-2-1

156
<PAGE> 113

The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Money
Market Loans upon the terms and conditions specified therein.

Except as permitted by Section 10.5 of the Credit Agreement, this Note
may not be assigned by the Bank to any other Person.

This Note shall be governed by, and construed in accordance with, the
law of the State of Georgia.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
under seal by its duly authorized officer as of the day and year first written
above.

SAVANNAH FOODS & INDUSTRIES, INC.

By:
------------------------------------------
Title:
-------------------------------------

Attest:
--------------------------------------
Title:
-------------------------------------

[CORPORATE SEAL]

E-2-2

157

<PAGE> 114

EXHIBIT F

[FORM OF LIMITED POWER OF ATTORNEY]

This Limited Power of Attorney executed this 1st day of October, 1993 by
SAVANNAH FOODS & INDUSTRIES, INC. (Obligor") in favor of _______________
("Lender") in connection with that certain Credit Agreement dated as of October
1, 1993 (the "Credit Agreement") by and between Obligor and Lender, NationsBank
of Georgia, National Association, as Documentation Agent, and certain other
financial institutions a party thereto.

1. In accordance with the Credit Agreement, Obligor hereby makes,
constitutes and appoints Lender, acting through any of its officers or agents,
as its true and lawful aget and attorney-in-fact, with full authority in place
of Obligor and in the name of Obligor from time to time to execute and sign
drafts for and on behalf of Obligor and to request extensions and acceptance of
the drafts by telephone from Obligo as weell as to execute any other instruments
which Lender may deem necessary or advisable to accomplish the purposes of this
Limited Power of Attorney and the Credit Agreement.

2. Obligor agrees that this Power of Attorney may only be revoked in
writing ande any such revocation shall not be effective with respect to Lender
or any other person, institution or organization until Lender or such person,
institution or organization has received written notice of such revocation.

IN WITNESS WHEREOF, the undersigned has hereunto set its hand and seal.

Signed sealed and delivered SAVANNAH FOODS &
in the presence of: INDUSTRIES, INC.

By:
- ------------------------------- ------------------------------
Unofficial Witness Title:
---------------------------

- -------------------------------
Unofficial Witness

F-1

158

<PAGE> 115

EXHIBIT G

[FORM OF OPINION OF BORROWER'S COUNSEL]

[Letterhead of Miller, Simpson & Tatum]

[Closing Date]

NationsBank of Georgia,
National Association,
as Documentation Agent
600 Peachtree Street
Atlanta, Georgia 30308

Each Lender a party to
the Credit Agreement
described below

Ladies and Gentlemen:

We have acted as counsel to Savannah Foods & Industries, Inc., a
Delaware corporation (the "Borrower") and the Subsidiaries in connection with
that certain Credit Agreement dated as of October 1, 1993 (the "Credit
Agreement"; terms used herein and not defined herein have their respective
defined meanings as set forth in the Credit Agreement) by and among the
Borrower, the financial institutions from time to time parties thereto (the
"Lenders") and NationsBank of Georgia, National Association, as Documentation
Agent (the "Agent"), and the other Loan Documents to which the Borrower is a
party. This opinion is being furnished to you at the direction of the Loan
Parties pursuant to Section 5.1 of the Credit Agreement.

G-1

159
<PAGE> 116

For the purpose of giving this opinion, we have examined executed
copies of the Credit Agreement, the other Loan Documents, the certificate of
incorporation and bylaws of the Borrower, and such other documents and records,
and have made such inquiries, as we have considered necessary or appropriate to
provide a basis for the opinions expressed herein.

We have assumed the genuineness of all signatures (other than those of
the Borrower) and the authenticity of all documents submitted to us as
originals, and the conformity to the authentic originals of all documents
submitted to us as certified or photostatic copies.

Based upon the foregoing, we are of the opinion that:

1. The Borrower is a corporation, duly formed, validly existing
and in good standing under the laws of the State of Delaware. The Borrower has
the power and authority to own its respective properties and to carry on its
respective business as now being and hereafter proposed to be conducted and is
duly qualified and authorized to do business and in good standing in each
jurisdiction in which the character of its properties or the nature of its
business requires such qualification or authorization.

2. Each Subsidiary is a corporation, duly formed, validly
existing and in good standing under the laws of the state of its incorporation.
Each Subsidiary has the power and authority to own its respective properties
and to carry on its respective business as now being and hereafter proposed to
be conducted and is duly qualified and authorized to do business and in good
standing in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification or authorization.

3. The Borrower has the right and power, and has taken all
necessary action to authorize it, to execute, deliver and perform the Loan
Documents to which it is a party in accordance with their respective terms.
The officers of the Borrower executing the Loan Documents on behalf of the
Borrower are duly and fully authorized to execute the same.

4. Each Loan Document has been duly authorized, executed and
delivered by the Borrower and each constitutes a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except as the same may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting generally the enforcement of
creditors' rights and by general principles of equity (regardless of whether
considered in a proceeding in equity or in law).

5. The execution, delivery and performance of each Loan Document
by the Borrower in accordance with their respective terms, and the borrowings
under the Credit Agreement by

G-2

160
<PAGE> 117

the Borrower, do not and will not, by the passage of time, the giving of notice
or otherwise: (a) require any Governmental Approval or violate any Applicable
Law relating to the Borrower; (b) conflict with, result in a breach of, or
constitute a default under, the certificate of incorporation or the bylaws of
the Borrower, or to the best of our knowledge after due inquiry, any contract,
indenture, agreement or other instrument to which the Borrower is a party or by
which the Borrower or any of its respective properties may be bound; or (c)
result in or require the creation or imposition of any Lien upon or with
respect to any property now owned or hereafter acquired by the Borrower other
than in favor of the Agent.

6. The Borrower is not in default under its certificate of
incorporation or its bylaws, and no event has occurred, which has not been
remedied, cured or waived: (a) which constitutes a Default or an Event of
Default or (b) which constitutes, or which with the passage of time, the giving
of notice, a determination of materiality, the satisfaction of any condition,
or any combination of the foregoing, would constitute, a default or event of
default by the Borrower any material agreement (other than the Credit
Agreement) or judgment, decree or order to which the Borrower is a party or by
which the Borrower or any of its properties may be bound.

7. Except as specified on Schedule 6.1(h) to the Credit
Agreement, there are no actions, suits or proceedings pending against or in any
other way relating adversely to or affecting the Borrower or any of its
respective properties in any court or before any arbitrator of any kind or
before or by any governmental body.

Very truly yours,

MILLER, SIMPSON & TATUM

By:
--------------------------------
A Partner

G-3

161

<PAGE> 1
EXHIBIT 4.2

================================================================================

COMPOSITE CONFORMED COPY

OF THE NOTE AGREEMENTS

Re:

$50,000,000 8.35% SERIES A SENIOR NOTES
DUE NOVEMBER 1, 2002
AND
$20,000,000 7.15% SERIES B SENIOR NOTES
DUE NOVEMBER 1, 2002
OF

SAVANNAH FOODS & INDUSTRIES, INC.

================================================================================

162
<PAGE> 2

COMPOSITE CONFORMED COPY OF THE NOTE AGREEMENTS RELATING TO:

$50,000,000 8.35% Series A senior Notes
Due November 1, 2002
and
$20,000,000 7.15% Series B senior Notes
Due November 1, 2002
of
SAVANNAH FOODS & INDUSTRIES, INC.

--------------------------

Separate Note Agreements each dated as of September 1, 1992, in the
form attached hereto into on October 5, 1992 between Savannah Foods &
Industries, Inc. (the "Company"), and respectively, The Great-West Life
Assurance Company, The Variable Annuity Life Insurance Company, The Minnesota
Mutual Life Insurance Company, Mutual Trust Life Insurance Company, National
Travelers Life Company and The Reliable Life Insurance Company (the "Note
Purchasers"). Each of said Agreements was executed on behalf of the Company by
William R. Steinhauer, its Vice President - Finance and W.W. Sprague, its
President. Each of said Agreements was addressed to, and accepted by, the
respective Purchasers as set forth below:

Acceptance by Purchasers
------------------------

THE GREAT-WEST LIFE ASSURANCE
COMPANY

By /s/ Wanye T. Hoffman
------------------------------------
Its Vice President
Private Placement Investments

By /s/ G. Douglas Hurley
------------------------------------
Its Vice President
Private Placement Investments

THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY

By /s/ Julia S. Tucker
------------------------------------
Its Investment Officer

163
<PAGE> 3

THE MINNESOTA MUTUAL LIFE INSURANCE
COMPANY

By: MIMLIC ASSET MANAGEMENT COMPANY

By /s/ Guy M. De Lambert
------------------------
Its Vice President

MUTUAL TRUST LIFE INSURANCE COMPANY

By: MIMLIC ASSET MANAGEMENT COMPANY

By /s/ Lynne M. Mills
---------------------
Its Vice President

NATIONAL TRAVELERS LIFE COMPANY

By: MIMLIC ASSET MANAGEMENT COMPANY

By /s/ Lynne M. Mills
---------------------
Its Vice President

THE RELIABLE LIFE INSURANCE COMPANY

BY: MIMLIC ASSET MANAGEMENT COMPANY

By /s/ Lynne M. Mills
--------------------
Its Vice President

-2-

164
<PAGE> 4

[COMPOSITE CONFORMED COPY]
================================================================================

SAVANNAH FOODS & INDUSTRIES, INC.

NOTE AGREEMENT

Dated as of September 1, 1992

Re: $50,000,000 8.35% Series A Senior Notes
Due November 1, 2002

and

$20,000,000 7.15% Series B Senior Notes
Due November 1, 2002

================================================================================

165
<PAGE> 5

TABLE OF CONTENTS

(Not a part of the Agreement)

<TABLE>
<CAPTION>
SECTION HEADING PAGE
<S> <C>
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1. DESCRIPTION OF NOTES AND COMMITMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.1. Description of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. Commitment, Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3. Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

SECTION 2. PREPAYMENT OF NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Section 2.1. Required Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.2. Optional Prepayment with Premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.3. Notice of Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.4. Application of Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.5. Direct Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SECTION 3. REPRESENTATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Section 3.1. Representations of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.2. Representations of the Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SECTION 4. CLOSING CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Section 4.1. Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4.2. Waiver of Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 5. COMPANY COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Section 5.1. Corporate Existence, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5.2. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5.3. Taxes, Claims for Labor and Materials, Compliance with Laws; Environmental Compliance . . . . 7
Section 5.4. Maintenance, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.5. Nature of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.6. Current Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.7. Consolidated Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.8. Indebtedness Ratios . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5.9. Fixed Charges Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5.10. Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5.11. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.12. Mergers, Consolidations and Sales of Assets . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.13. Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

</TABLE>

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166
<PAGE> 6

<TABLE>
<S> <C> <C>
Section 5.14. Designation of Restricted Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.15. Repurchase of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.16. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.17. Termination of Pension Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.18. Reports and Rights of Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 6. EVENTS OF DEFAULT AND REMEDIES THEREFOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Section 6.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.2. Notice to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 6.3. Acceleration of Maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 6.4. Rescission of Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 7. AMENDMENTS, WAIVERS AND CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Section 7.1. Consent Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 7.2. Solicitation of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 7.3. Effect of Amendment or Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

SECTION 8. INTERPRETATION OF AGREEMENT; DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Section 8.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 8.2. Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8.3. Directly or Indirectly . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

SECTION 9. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Section 9.1. Registered Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 9.2. Exchange of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 9.3. Loss, Theft, Etc. of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 9.4. Expenses, Stamp Tax Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 9.5. Powers and Rights Not Waived; Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . 30
Section 9.6. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 9.7. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 9.8. Survival of Covenants and Representations . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 9.9. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 9.10. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 9.11. Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

</TABLE>

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167
<PAGE> 7

ATTACHMENTS TO NOTE AGREEMENT:

<TABLE>
<S> <C> <C>
Schedule I -- Names and Addresses of Note Purchasers and Amounts of Commitments

Exhibit A-1 -- Form of 8.35% Series A Senior Note due November 1, 2002

Exhibit A-2 -- Form of 7.15% Series B Senior Note due November 1, 2002

Exhibit B -- Representations and Warranties of the Company

Exhibit C -- Description of Special Counsel's Closing Opinion

Exhibit D -- Description of Closing Opinion of Counsel to the Company

Exhibit E -- Form of Letter of Transfer

</TABLE>

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168
<PAGE> 8

SAVANNAH FOODS & INDUSTRIES, INC.
TWO EAST BRYAN
SAVANNAH, GEORGIA 31402

NOTE AGREEMENT

Re: $50,000,000 8.35% Series A Senior Notes
Due November 1, 2002

and

$20,000,000 7.15% Series B Senior Notes
Due November 1, 2002

Dated as of
September 1, 1992

To the Purchaser named in Schedule I
hereto which is a signatory of this
Agreement

Gentlemen:

The undersigned, SAVANNAH FOODS & INDUSTRIES, INC., a Delaware corporation
(the "Company"), agrees with you as follows:

SECTION 1. DESCRIPTION OF NOTES AND COMMITMENT.

Section 1.1. Description of Notes. The Company will authorize the issue
and sale of the following series of senior promissory notes:

(a) $50,000,000 aggregate principal amount of its 8.35% Series A
Senior Notes (the "Series A Notes") to be dated the date of issue, to bear
interest from such date at the rate of 8.35% per annum, payable
semiannually on the first day of each November and May in each year
(commencing on the first of such dates after the Closing Date (hereinafter
defined) and at maturity and to bear interest on overdue principal
(including any overdue required or optional prepayment of principal) and
premium, if any, and (to the extent legally enforceable) on any overdue
installment of interest at the rate of 10.35% per annum after the date
due, whether by acceleration or otherwise, until paid, to be expressed to
mature on November 1, 2002, and to be substantially in the form attached
hereto as Exhibit A-1; and

169

<PAGE> 9

Savannah Foods & Industries, Inc. Note Agreement

(b) $20,000,000 aggregate principal amount of its 7.15% Series B
Senior Notes (the "Series B Notes" and, collectively with the Series A
Notes, the "Notes") to be dated the date of issue, to bear interest from
such date at the rate of 7.15% per annum, payable semiannually on the
first day of each November and May in each year (commencing on the first
of such dates after the Closing Date (hereinafter defined)) and at
maturity and to bear interest on overdue principal (including any overdue
required or optional prepayment of principal) and premium, if any, and (to
the extent legally enforceable) on any overdue installment of interest at
the rate of 9.15% per annum after the date due, whether by acceleration or
otherwise, until paid, to be expressed to mature on November 1, 2002, and
to be substantially in the form attached hereto as Exhibit A-2.

Interest on the Notes shall be computed on the basis of a 360-day year of
twelve 30-day months. The Notes are not subject to prepayment or redemption at
the option of the Company prior to their expressed maturity dates except on the
terms and conditions and in the amounts and with the premium, if any, set forth
in Section 2 of this Agreement. The term "Notes" as used herein shall include
each Note delivered pursuant to this Agreement and the separate agreements with
the other purchasers named in Schedule I. You and the other purchasers named
in Schedule I are hereinafter sometimes referred to as the "Purchasers."

Section 1.2. Commitment, Closing Date. Subject to the terms and
conditions hereof and on the basis of the representations and warranties
hereinafter set forth, the Company agrees to issue and sell to you, and you
agree to purchase from the Company, Notes of the series and in the principal
amount set forth opposite your name on Schedule I hereto at a price of 100% of
the principal amount thereof on the Closing Date hereafter mentioned.

Delivery of the Notes will be made at the offices of Chapman and Cutler,
111 West Monroe Street, Chicago, Illinois 60603, against payment therefor in
Federal Reserve or other funds current and immediately available at the
principal office of NationsBank, N.A., ABA No. 06 10 00052, Account No. 002
00000 711 in the amount of the purchase price at 11:00 A.M., Chicago time, on:

(a) in the case of the Series A Notes, November 6, 1992 or such
earlier date as the Company shall specify by not less than five business
days' prior written notice to you (the "First Closing Date"); and

(b) in the case of the Series B Notes, December 15, 1992 or such
earlier date as the Company shall specify by not less than five business
days' prior written notice to you (the "Second Closing Date").

The First Closing Date and the Second Closing Date are hereinafter
collectively referred to as the "Closing Dates" and, individually, as a
"Closing Date." The Notes of each series delivered to you on the respective
Closing Dates will be delivered to you in the form of a single registered Note
of such series in the form attached hereto as Exhibit A-1 or Exhibit A-2, as
the case may be, for the full amount of your purchase (unless different
denominations are

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170
<PAGE> 10
Savannah Foods & Industries, Inc. Note Agreement

specified by you) on such Closing Date, registered in your name or in the name
of your nominee, all as you may specify at any time prior to the date fixed for
delivery.

Section 1.3. Other Agreements. Simultaneously with the execution and
delivery of this Agreement, the Company is entering into similar agreements
with the other Purchasers under which such other Purchasers agree to purchase
from the Company the principal amount of Notes of each series set opposite such
Purchasers' names in Schedule I, and your obligation and the obligations of the
Company hereunder are subject to the execution and delivery of the similar
agreements by the other Purchasers. This Agreement and said similar agreements
with the other Purchasers are herein collectively referred to as the
"Agreements." The obligations of each Purchaser shall be several and not joint
and no Purchaser shall be liable or responsible for the acts of any other
Purchaser.

SECTION 2. PREPAYMENT OF NOTES.

Section 2.1. Required Prepayments

(a) Series A Notes. The Company agrees that on November 1 in each year,
commencing November 1, 1998 and ending November 1, 2001, both inclusive, it
will prepay and apply and there shall become due and payable on the principal
indebtedness evidenced by the Series A Notes an amount equal to the lesser of
(i) the respective amount set opposite each such date below or (ii) the
principal amount of the Series A Notes then outstanding.

<TABLE>
<CAPTION>
REQUIRED PREPAYMENT DATE: PRINCIPAL AMOUNT:
------------------------- -----------------
<S> <C>
November 1, 1998 $ 6,250,000
November 1, 1999 $12,500,000
November 1, 2000 $12,500,000
November 1, 2001 $12,500,000
</TABLE>

The entire remaining principal amount of the Series A Notes shall become due
and payable on November 1, 2002.

(b) Series B Notes. The Company agrees that on November 1 in each year,
commencing November 1, 1998 and ending November 1, 2001, both inclusive, it
will prepay and apply and there shall become due and payable on the principal
indebtedness evidenced by the Series B Notes an amount equal to the lesser of
(i) the respective amount set opposite each such date below or (ii) the
principal amount of the Series B Notes then outstanding.

<TABLE>
<CAPTION>
REQUIRED PREPAYMENT DATE: PRINCIPAL AMOUNT:
------------------------- -----------------
<S> <C>
November 1, 1998 $ 2,500,000
November 1, 1999 $ 5,000,000
November 1, 2000 $ 5,000,000
November 1, 2001 $ 5,000,000
</TABLE>

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<PAGE> 11

Savannah Foods & Industries, Inc. Note Agreement

The entire remaining principal amount of the Series B Notes shall become due
and payable on November 1, 2002.

(d) For purposes of this Section 2.1, any prepayment of less than all of
the outstanding Notes pursuant to Section 2.2 shall be deemed to be applied
first, to the amount of principal scheduled to remain unpaid on all Notes on
November 1, 2002, and then to the remaining scheduled principal payments in
inverse chronological order.

Section 2.2. Optional Prepayment with Premium. In addition to the
payments required by Section 2.1, upon compliance with Section 2.3 the Company
shall have the privilege, at any time and from time to time, of prepaying the
outstanding Notes, either in whole or in part (but if in part then in a minimum
principal amount of $1,000,000) by payment of the principal amount of the
Notes, or portion thereof to be prepaid, and accrued interest thereon to the
date of such prepayment, together with a premium equal to the Make-Whole
Amount, determined as of two business days prior to the date of such prepayment
pursuant to this Section 2.2.

Section 2.3. Notice of Optional Prepayments. The Company will give
notice of any prepayment of the Notes pursuant to Section 2.2 to each holder
thereof not less than 30 days nor more than 60 days before the date fixed for
such optional prepayment specifying (i) such date, (ii) the principal amount of
the holder's Notes to be prepaid on such date, (iii) that a premium may be
payable, (iv) the date when such premium will be calculated, (v) the estimated
premium that may be payable, including a reasonably detailed computation
thereof, and (vi) the accrued interest applicable to the prepayment. Such
notice of prepayment shall also certify all facts, if any, which are conditions
precedent to any such prepayment. Notice of prepayment having been so given,
the aggregate principal amount of the Notes specified in such notice, together
with accrued interest thereon and the premium, if any, payable with respect
thereto shall become due and payable on the prepayment date specified in said
notice. Not later than two business days prior to the prepayment date
specified in such notice, the Company shall provide each holder of a Note
written notice of the premium, if any, payable in connection with such
prepayment and, whether or not any premium is payable, a reasonably detailed
computation of the Make-Whole Amount.

Section 2.4. Application of Prepayments. All partial payments pursuant
to Section 2.1 in respect of any series of Notes shall be applied on all
outstanding Notes of such series ratably in accordance with the unpaid
principal amounts thereof. All partial prepayments pursuant to Section 2.2
shall be applied on all outstanding Notes (without distinction as to series)
ratably in accordance with the unpaid principal amounts thereof.

Section 2.5. Direct Payment. Notwithstanding anything to the contrary
contained in this Agreement or the Notes, in the case of any Note owned by you
or your nominee or owned by any subsequent Institutional Holder which has given
written notice to the Company requesting that the provisions of this Section
2.5 shall apply, the Company will punctually pay when due the principal
thereof, interest thereon and premium, if any, due with respect to said

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<PAGE> 12

Savannah Foods & Industries, Inc. Note Agreement

principal, without any presentment thereof, directly to you, to your nominee or
to such subsequent Institutional Holder at your address or your nominee's
address set forth in Schedule I hereto or such other address as you, your
nominee or such subsequent Institutional Holder may from time to time designate
in writing to the Company or, if a bank account with a United States bank is
designated for you or your nominee on Schedule I hereto or in any written
notice to the Company from you, from your nominee or from any such subsequent
Institutional Holder, the Company will make such payments in immediately
available funds to such bank account, marked for attention as indicated, or in
such other manner or to such other account in any United States bank as you,
your nominee or any such subsequent Institutional Holder may from time to time
direct in writing.

SECTION 3. REPRESENTATIONS.

Section 3.1. Representations of the Company. The Company represents and
warrants that all representations and warranties set forth in Exhibit B are
true and correct as of the date hereof and are incorporated herein by reference
with the same force and effect as though herein set forth in full.

Section 3.2. Representations of the Purchaser. You represent, and in
entering into this Agreement the Company understands, that you are acquiring
the Notes for the purpose of investment and not with a view to the distribution
thereof, and that you have no present intention of selling, negotiating or
otherwise disposing of the Notes; it being understood, however, that the
disposition of your property shall at all times be and remain within your
control. You further represent that you are acquiring the Notes for your own
account and with your general corporate assets and not with the assets of any
separate account in which any employee benefit plan has any interest. As used
in this Section, the terms "separate account" and "employee benefit plan" shall
have the respective meanings assigned to them in ERISA.

SECTION 4. CLOSING CONDITIONS.

Section 4.1. Conditions. Your obligation to purchase the Notes on the
related Closing Date shall be subject to the performance by the Company of its
agreements hereunder which by the terms hereof are to be performed at or prior
to the time of delivery of the Notes and to the following further conditions
precedent:

(a) Closing Certificate. You shall have received a certificate dated
the related Closing Date, signed by the President or a Vice President of
the Company, the truth and accuracy of which shall be a condition to your
obligation to purchase the Notes proposed to be sold to you (i) to the
effect that (A) the representations and warranties of the Company set
forth in Exhibit B hereto are true and correct on and with respect to the
related Closing Date, (B) the Company has performed all of its obligations
hereunder which are to be performed on or prior to the related Closing
Date, and (C) no Default or Event of Default has occurred and is
continuing, and (ii) updating Annex B to Exhibit B hereto so as to
describe all Current Debt, Funded Debt, Capitalized Leases and Long-

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Savannah Foods & Industries, Inc. Note Agreement

Term Leases of the Company outstanding on the related Closing Date, after
giving effect to the application of the proceeds of the Notes.

(b) Legal Opinions. You shall have received from Chapman and Cutler,
who are acting as your special counsel in this transaction, and from
Miller, Simpson & Tatum, counsel for the Company, their respective
opinions dated the related Closing Date, in form and substance
satisfactory to you, and covering the matters set forth in Exhibits C and
D, respectively, hereto.

(c) Related Transactions. The Company shall have consummated the
sale of the entire principal amount of the Notes scheduled to be sold on
the related Closing Date pursuant to this Agreement and the other
Agreements referred to in Section 1.3. The consummation of the
transactions contemplated to occur on the First Closing Date shall have so
occurred in accordance with the terms and provisions hereof on or prior to
the Second Closing Date.

(d) Private Placement Number. A Private Placement Number for the
Notes shall have been obtained from Standard & Poor's Corporation.

(e) Satisfactory Proceedings. All proceedings taken in connection
with the transactions contemplated by this Agreement, and all documents
necessary to the consummation thereof, shall be satisfactory in form and
substance to you and your special counsel, and you shall have received a
copy (executed or certified as may be appropriate) of all legal documents
or proceedings taken in connection with the consummation of said
transactions.

Section 4.2. Waiver of Conditions. If on any Closing Date the Company
fails to tender to you the Notes to be issued to you on such date or if the
conditions specified in Section 4.1 have not been fulfilled, you may thereupon
elect to be relieved of all further obligations under this Agreement. Without
limiting the foregoing, if the conditions specified in Section 4.1 have not
been fulfilled, you may waive compliance by the Company with any such condition
to such extent as you may in your sole discretion determine. Nothing in this
Section 4.2 shall operate to relieve the Company of any of its obligations
hereunder or to waive any of your rights against the Company.

SECTION 5. COMPANY COVENANTS.

From and after the First Closing Date and continuing so long as any amount
remains unpaid on any Note:

Section 5.1. Corporate Existence, Etc. The Company will preserve and keep
in full force and effect, and will cause each Restricted Subsidiary to preserve
and keep in full force and effect, its corporate existence and all licenses and
permits necessary to the proper conduct of its business; provided, however,
that the foregoing shall not prevent any transaction permitted by Section 5.12.

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Section 5.2. Insurance. The Company will maintain, and will cause each
Restricted Subsidiary to maintain, insurance coverage by financially sound and
reputable insurers in such forms and amounts and against such risks as are
customary for corporations of established reputation engaged in the same or a
similar business and owning and operating similar properties. Notwithstanding
the foregoing, each policy of insurance maintained by the Company or any
Restricted Subsidiary shall contain a 30 day non-cancellation clause.

Section 5.3. Taxes, Claims for Labor and Materials, Compliance with Laws;
Environmental Compliance. (a) The Company will promptly pay and discharge, and
will cause each Restricted Subsidiary promptly to pay and discharge, all lawful
taxes, assessments and governmental charges or levies imposed upon the Company
or such Restricted Subsidiary, respectively, or upon or in respect of all or
any part of the property or business of the Company or such Restricted
Subsidiary, all trade accounts payable in accordance with usual and customary
business terms, and all claims for work, labor or materials, which if unpaid
might become a Lien upon any property of the Company or such Restricted
Subsidiary; provided, however, that the Company or such Restricted Subsidiary
shall not be required to pay any such tax, assessment, charge, levy, account
payable or claim if (i) the validity, applicability or amount thereof is being
contested in good faith by appropriate actions or proceedings which will
prevent the forfeiture or sale of any property of the Company or such
Restricted Subsidiary or any material interference with the use thereof by the
Company or such Restricted Subsidiary, and (ii) the Company or such Restricted
Subsidiary shall set aside on its books, reserves deemed by it to be adequate
with respect thereto. The Company will promptly comply and will cause each
Subsidiary to comply with all laws, ordinances or governmental rules and
regulations to which it is subject including, without limitation, the
Occupational Safety and Health Act of 1970, as amended and ERISA, the violation
of which could materially and adversely affect the properties, business,
prospects, profits or condition of the Company and its Restricted Subsidiaries
or would result in any Lien not permitted under Section 5.10.

(b) The Company shall comply with all applicable Environmental Laws, now
existing or later enacted, except where the failure to so comply could not have
a material adverse effect on the business, profits, prospects, properties or
condition (financial or otherwise) of the Company or any Restricted Subsidiary.
The Company at its sole expense shall take or cause to be taken all appropriate
action necessary to cure any violation by the Company of any applicable
Environmental Laws, which violation could have a material adverse effect on the
business, profits, prospects, properties or condition (financial or otherwise)
of the Company or any Restricted Subsidiary. The Company shall not
manufacture, possess, use, generate, store, transport, treat, release,
discharge, emit or dispose any Hazardous Material except in de minimus amounts
and in compliance in all material respects with all applicable Environmental
Law. The Company shall promptly take, or cause to be taken, in compliance with
all applicable Environmental Law, all response action required or directed by
any governmental authority to abate, clean up, remove and remediate any
Hazardous Material released at, disposed at, contaminating, polluting or
impairing, any real or personal property owned, occupied or operated by the
Company.

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Section 5.4. Maintenance, Etc. The Company will maintain, preserve and
keep, and will cause each Restricted Subsidiary to maintain, preserve and keep,
its properties which are used or useful in the conduct of its business (whether
owned in fee or a leasehold interest) in good repair and working order and from
time to time will make all necessary repairs, replacements, renewals and
additions so that at all times the efficiency thereof shall be maintained.

Section 5.5. Nature of Business. Neither the Company nor any Restricted
Subsidiary will engage in any business if, as a result, the general nature of
the business, taken on a consolidated basis, which would then be engaged in by
the Company and its Restricted Subsidiaries would be substantially changed from
the general nature of the business engaged in by the Company and its Restricted
Subsidiaries as described in the Private Placement Offering Memorandum dated
April, 1992, prepared by Canadian Imperial Bank of Commerce.

Section 5.6. Current Ratio. The Company will at all times keep and
maintain the ratio of Consolidated Current Assets to Consolidated Current
Liabilities at not less than 1.25 to 1.00.

Section 5.7. Consolidated Tangible Net Worth. The Company will at all
times during each fiscal quarter keep and maintain Consolidated Tangible Net
Worth at an amount not less than the sum of:

(i) the Base Amount;

plus

(ii) 20% of Consolidated Net Income for each fiscal year of the
Company, beginning with the fiscal year starting December 30, 1991 and
ending with the fiscal year starting January 2, 1996 (it being agreed that
for the purposes of making any calculation under this clause (ii),
Consolidated Net Income which is a deficit figure for any such fiscal year
ending on or before December 30, 1996, shall be deemed to be zero).

Section 5.8. Indebtedness Ratios. (a) The Company will not at any time
permit the ratio of Consolidated Funded Debt to Total Capitalization to exceed
45%.

(b) The Company will not at any time permit the ratio of Basket
Indebtedness to Consolidated Tangible Net Worth to exceed 20%.

(c) Any corporation which becomes a Restricted Subsidiary after the date
hereof shall for all purposes of this Section 5.8 be deemed to have created,
assumed or incurred at the time it becomes a Restricted Subsidiary all Funded
Debt of such corporation existing immediately after it becomes a Restricted
Subsidiary.

Section 5.9. Fixed Charges Coverage Ratio. The Company will keep and
maintain the ratio of Net Income Available for Fixed Charges to Fixed Charges
(determined as of the

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end of each fiscal quarter for the period of four consecutive fiscal quarters
ending on such quarter end date, taken as a single accounting period) at not
less than 2.00 to 1.00.

Section 5.10. Limitation on Liens. The Company will not, and will not
permit any Restricted Subsidiary to, create or incur, or suffer to be incurred
or to exist, any Lien on its or their property or assets, whether now owned or
hereafter acquired, or upon any income or profits therefrom, or transfer any
property for the purpose of subjecting the same to the payment of obligations
in priority to the payment of its or their general creditors, or acquire or
agree to acquire, or permit any Restricted Subsidiary to acquire, any property
or assets upon conditional sales agreements or other title retention devices,
except:

(a) Liens for property taxes and assessments or governmental charges
or levies and Liens securing claims or demands of mechanics and
materialmen, provided payment thereof is not at the time required by
Section 5.3;

(b) Liens of or resulting from any judgment or award, the time for
the appeal or petition for rehearing of which shall not have expired, or
in respect of which the Company or a Restricted Subsidiary shall at any
time in good faith be prosecuting an appeal or proceeding for a review and
in respect of which a stay of execution pending such appeal or proceeding
for review shall have been secured;

(c) Liens incidental to the conduct of business or the ownership of
properties and assets (including Liens in connection with worker's
compensation, unemployment insurance and other like laws, warehousemen's
and attorneys' liens and statutory landlords' liens) and Liens to secure
the performance of bids, tenders or trade contracts, or to secure
statutory obligations, surety or appeal bonds or other Liens of like
general nature incurred in the ordinary course of business and not in
connection with the borrowing of money; provided in each case, the
obligation secured is not overdue or, if overdue, is being contested in
good faith by appropriate actions or proceedings;

(d) minor survey exceptions or minor encumbrances, easements or
reservations, or rights of others for rights-of-way, utilities and other
similar purposes, or zoning or other restrictions as to the use of real
properties, which are necessary for the conduct of the activities of the
Company and its Restricted Subsidiaries or which customarily exist on
properties of corporations engaged in similar activities and similarly
situated and which do not in any event materially impair their use in the
operation of the business of the Company and its Restricted Subsidiaries;

(e) Liens securing Indebtedness of a Wholly-owned Restricted
Subsidiary to the Company or to another Wholly-owned Restricted Subsidiary
and any extension, renewal or replacement of any such Lien provided, that
(i) the Lien so extended, renewed or replaced shall not encumber any
property of the Company or any Restricted Subsidiary which was not subject
to the Lien so extended, renewed or replaced, and (ii) there shall be no
increase in the principal amount of Indebtedness secured by such Lien;

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(f) Liens on inventories of the Company consisting of sugar
processed from sugar beets and sugarcane securing Current Debt of the
Company or any Restricted Subsidiary to the United States Commodity Credit
Corporation, provided that the sole recourse of the United States
Commodity Credit Corporation for any Current Debt so secured shall be to
the related seasonal sugar inventories of the Company and shall not extend
to any other sugar inventories whether existing at the time such Current
Debt is incurred or arising thereafter or to the general credit of the
Company;

(g) Liens incurred after the Closing Date given to secure the
payment of the purchase price incurred in connection with the acquisition
of fixed assets useful and intended to be used in carrying on the business
of the Company or a Restricted Subsidiary, including Liens existing on
such fixed assets at the time of acquisition thereof or at the time of
acquisition by the Company or a Restricted Subsidiary of any business
entity then owning such fixed assets, whether or not such existing Liens
were given to secure the payment of the purchase price of the fixed assets
to which they attach so long as they were not incurred, extended or
renewed in contemplation of such acquisition, provided that (i) the Lien
shall attach solely to the fixed assets acquired or purchased, (ii) at the
time of acquisition of such fixed assets, the aggregate amount remaining
unpaid on all Indebtedness secured by Liens on such fixed assets whether
or not assumed by the Company or a Restricted Subsidiary shall not exceed
an amount equal to 100% of the lesser of the total purchase price or fair
market value at the time of acquisition of such fixed assets (as
determined in good faith by the Board of Directors of the Company), and
(iii) all Indebtedness secured by such Liens is otherwise permitted by the
provisions of this Agreement, including, without limitation thereof, by
the provisions of Section Section 5.8 and 5.9 (all such Liens incurred
pursuant to and in accordance with this Section 5.10(G) being hereinafter
referred to as "Purchase Money Liens"); and

(h) in addition to those Liens permitted by the foregoing paragraphs
(a) through (g), any Lien (other than any Lien securing Debt of the
Company or any Restricted Subsidiary which is not a Purchase Money Lien)
created after the Closing Date, provided that the Indebtedness secured by
any such Lien is otherwise permitted by the provisions of this Agreement,
including, without limitation thereof, by the provisions of Section
Section 5.8 and 5.9.

Section 5.11. Investments. The Company will not, and will not permit any
Restricted Subsidiary to, make any Investments, other than:

(a) Investments by the Company and its Restricted Subsidiaries in
and to Restricted Subsidiaries, including any Investment in a corporation
which, after giving effect to such Investment, will become a Restricted
Subsidiary;

(b) Investments in commercial paper of any Person maturing in 360
days or less from the date of issuance thereof which, at the time of
acquisition by the Company or any Restricted Subsidiary, are accorded a
rating of A-1 or better by Standard & Poor's Corporation or P-1 by Moody's
Investors Service, Inc.;

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(c) Investments in (i) direct obligations of the United States of
America or any agency or instrumentality of the United States of America,
the payment or guarantee of which constitutes a full faith and credit
obligation of the United States of America, in either case, maturing in
twelve months or less from the date of acquisition thereof, and (ii)
obligations (including, without limitation, notes and bonds) of any Person
which at the time of acquisition by the Company or any Restricted
Subsidiary, are accorded a rating of AA or better by Standard & Poor's
Corporation or Aa2 or better by Moody's Investors Service, Inc., or their
respective successors, and which mature in twelve months or less from the
date of acquisition thereof, it being agreed that the maturity of any
obligation shall include puts, announced calls, auctions or other similar
features which allow redemption by the holder of any such obligation;

(d) Investments in deposits, certificates of deposit or bankers'
acceptances, in each case maturing within one year from the date of
issuance thereof, issued by a bank or trust company approved by the Board
of Directors of the Company, organized under the laws of the United States
or any state thereof, having capital, surplus and undivided profits
aggregating at least $100,000,000 and whose long-term certificates of
deposit at the time of acquisition thereof by the Company or a Restricted
Subsidiary, are accorded a rating of A or better by Standard & Poor's
Corporation or A2 or better by Moody's Investors Service, Inc., or their
respective successors;

(e) Investments in so-called "money market preferred stock", (the
dividends with respect to which are re-set at least four times annually)
issued by a corporation organized under the laws of the United States or
any state thereof and whose common stock is listed on the American or New
York Stock Exchange, which preferred stock at the time of acquisition
thereof by the Company or any Restricted Subsidiary, is accorded a rating
of "A" or better by Standard and Poor's Corporation or "a2" or better by
Moody's Investor Service, Inc., or an equivalent rating by any other
nationally recognized credit rating agency of similar standing;

(f) Investments in repurchase agreements maturing in 30 days or less
with a bank or trust company which is a primary government securities
dealer (as chosen by the United States Federal Reserve Bank) or which
meets the requirements of paragraph (d) of this Section 5.11 and which
repurchase agreements are fully secured by obligations of the type
described in clause (i) of paragraph (c) of this Section 5.11;

(g) Investments in shares of mutual funds operated by Merrill Lynch
& Co., Smith Barney, Harris Upham & Co. and John Nuveen & Co., and other
United States corporations of similar national standing approved by the
Board of Directors of the Company, in any case whose investments are
limited to those permitted by paragraphs (b), (c), (d) and (e) of this
Section 5.11;

(h) loans or advances in the usual and ordinary course of business
to officers, directors and employees for expenses (including moving
expenses related to a transfer) incidental to carrying on the business of
the Company or any Restricted Subsidiary;

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(i) receivables arising from the sale of goods and services in the
ordinary course of business of the Company and its Restricted
Subsidiaries, whether evidenced by a note or otherwise;

(j) Related Investments in an amount not exceeding (i) 30% of Total
Capitalization minus (ii) the amount of Unrelated Investments at the time
outstanding;

(k) Unrelated Investments in an amount not exceeding the lesser of
(i) $20,000,000 or (ii) (A) 30% of Total Capitalization minus (B) the
amount of Related Investments at the time outstanding.

In valuing any Investments for the purpose of applying the limitations set
forth in this Section 5.11, such Investments shall be taken at the original
cost thereof, without allowance for any subsequent write-offs or appreciation
or depreciation therein, but less any amount repaid or recovered on account of
capital or principal.

For purposes of this Section 5.11, at any time when a corporation becomes
a Restricted Subsidiary, all Investments of such corporation at such time shall
be deemed to have been made by such corporation, as a Restricted Subsidiary, at
such time.

Section 5.12. Mergers, Consolidations and Sales of Assets. (a) The
Company will not, and will not permit any Restricted Subsidiary to, (i)
consolidate with or be a party to a merger with any other corporation or (ii)
sell, lease or otherwise dispose of (including, without limitation, any
disposition in connection with a sale and leaseback transaction) all or any
substantial part (as defined in paragraph (e) of this Section 5.12) of the
assets of the Company and its Restricted Subsidiaries; provided, however, that:

(1) any Restricted Subsidiary may merge or consolidate with or into
the Company or any Wholly-owned Restricted Subsidiary so long as in any
merger or consolidation involving the Company, the Company shall be the
surviving or continuing corporation;

(2) the Company may consolidate or merge with any other corporation
if (i) either (A) the Company shall be the surviving or continuing
corporation, or (B) if the Company is not the surviving or continuing
corporation, the corporation (hereinafter called the "Surviving Company")
formed by such consolidation or the corporation into which the Company
shall have been merged (y) shall be a corporation organized under the laws
of the United States, or any state, territory or possession of the United
States or the District of Columbia, (z) shall have expressly and
unconditionally assumed by a written instrument satisfactory in form to
the holders of the Notes the due and punctual payment of the principal of
and interest and premium, if any, on the Notes and the due and punctual
performance of all the covenants and conditions of this Agreement and
shall have furnished the holders of the Notes an opinion of counsel
satisfactory to such holders to the effect that such instrument has been
duly authorized, executed and delivered and constitutes the legal, valid
and binding contract and agreement of the Surviving Corporation
enforceable in accordance with its terms, (ii) at the time of such

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consolidation or merger and after giving effect thereto no Default or
Event of Default shall have occurred and be continuing; and

(3) any Restricted Subsidiary may sell, lease or otherwise dispose
of all or any substantial part of its assets to the Company or any
Wholly-owned Restricted Subsidiary.

(b) The Company will not permit any Restricted Subsidiary to issue or
sell any shares of stock of any class (including as "stock" for the purposes of
this Section 5.12, any warrants, rights or options to purchase or otherwise
acquire stock or other Securities exchangeable for or convertible into stock)
of such Restricted Subsidiary to any Person other than the Company or a
Wholly-owned Restricted Subsidiary, except for the purpose of qualifying
directors, or except in satisfaction of the validly pre-existing preemptive
rights of minority shareholders in connection with the simultaneous issuance of
stock to the Company and/or a Restricted Subsidiary whereby the Company and/or
such Restricted Subsidiary maintain their same proportionate interest in such
Restricted Subsidiary.

(c) The Company will not sell, transfer or otherwise dispose of any
shares of stock of any Restricted Subsidiary (except to qualify directors) or
any Indebtedness of any Restricted Subsidiary, and will not permit any
Restricted Subsidiary to sell, transfer or otherwise dispose of (except to the
Company or a Wholly-owned Restricted Subsidiary) any shares of stock or any
Indebtedness of any other Restricted Subsidiary, unless:

(1) the Board of Directors of the Company shall have determined, as
evidenced by a resolution thereof (a copy of which, certified as true and
correct by the chief financial officer of the Company, shall be promptly
furnished to the holders of the Notes), that the proposed sale, transfer
or disposition of said shares of stock and Indebtedness is in the best
interests of the Company; and

(2) such sale or other disposition does not involve a substantial
part (as hereinafter defined) of the assets of the Company and its
Restricted Subsidiaries.

(d) In addition to the foregoing restrictions with respect to the sale of
assets contained in this Section 5.12, the Company will not, and will not
permit any Restricted Subsidiary to, discount or sell any of its notes
receivable or accounts receivable other than at face value and without
recourse.

(e) As used in this Section 5.12, a sale, lease or other disposition of
assets shall be deemed to be a "substantial part" of the assets of the Company
and its Restricted Subsidiaries if the book value of such assets, when added to
the book value of all other assets sold, leased or otherwise disposed of by the
Company and its Restricted Subsidiaries (other than in the ordinary course of
business) during the 12-month period ending with the date of such sale, lease
or other disposition, exceeds 20% of Consolidated Assets, determined as of the
end of the immediately preceding fiscal year. Any sale of assets shall not be
included in any computation under this paragraph (e) to the extent that the
proceeds of such sale are applied, within one year after such sale, (i) to the
purchase of other fixed assets useful and to be used in

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the business of the Company and its Restricted Subsidiaries and, pending such
application, are maintained by the Company or any Restricted Subsidiary in a
segregated account or (ii) to prepay the Notes pursuant to the terms of Section
2.2.

Section 5.13. Guaranties. The Company will not, and will not permit any
Restricted Subsidiary to, become or be liable in respect of any Guaranty except
(i) Guaranties of the Company or any Restricted Subsidiary guaranteeing
obligations of any Restricted Subsidiary incurred in the ordinary course of
business, which obligations do not constitute Debt and are not otherwise
prohibited hereunder, or (ii) Guaranties of the Company or any Restricted
Subsidiary which constitute Debt, are limited in amount to a stated maximum
dollar exposure or contribution and are permitted by the provisions of this
Agreement including, without limitation, Section Section 5.8 and 5.9.

Section 5.14. Designation of Restricted Subsidiaries. The Company may at
any time designate any Subsidiary to be a Restricted Subsidiary by resolution
of the Board of Directors of the Company (a copy of which shall be promptly
furnished to the holders of the Notes); provided, however, that no Subsidiary
shall be designated as a Restricted Subsidiary if, at the time thereof or after
giving effect to such designation, any Default or Event of Default shall occur
and then be continuing. The Company may designate any Restricted Subsidiary to
be an Unrestricted Subsidiary by resolution of the Board of Directors of the
Company (a copy of which shall be promptly furnished to the holders of the
Notes); provided, however, that (i) no Restricted Subsidiary shall be
designated an Unrestricted Subsidiary if, at the time thereof or after giving
effect to such designation, any Default or Event of Default shall exist and
(ii) any such designation of a Restricted Subsidiary as an Unrestricted
Subsidiary shall be irrevocable.

Section 5.15. Repurchase of Notes. Neither the Company nor any Restricted
Subsidiary or Affiliate, directly or indirectly, may repurchase or make any
offer to repurchase any Notes unless an offer has been made to repurchase
Notes, pro rata, from all holders of the Notes at the same time and upon the
same terms. In case the Company repurchases or otherwise acquires any Notes,
such Notes shall immediately thereafter be cancelled and no Notes shall be
issued in substitution therefor. Without limiting the foregoing, upon the
repurchase or other acquisition of any Notes by any Restricted Subsidiary or
any Affiliate, such Notes shall no longer be outstanding for purposes of any
section of this Agreement relating to the taking by the holders of the Notes of
any actions with respect hereto, including, without limitation, Section 6.3,
Section 6.4 and Section 7.1.

Section 5.16. Transactions with Affiliates. The Company will not, and
will not permit any Restricted Subsidiary to, enter into or be a party to any
transaction or arrangement with any Affiliate (including, without limitation,
the purchase from, sale to or exchange of property with, or the rendering of
any service by or for, any Affiliate), except in the ordinary course of and
pursuant to the reasonable requirements of the Company's or such Restricted
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Company or such Restricted Subsidiary than would obtain in a comparable
arm's-length transaction with a Person other than an Affiliate.

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Section 5.17. Termination of Pension Plans. The Company will not and
will not permit any Subsidiary to withdraw from any Multiemployer Plan or
permit any employee benefit plan maintained by it to be terminated if such
withdrawal or termination could result in withdrawal liability (as described in
Part 1 of Subtitle E of Title IV of ERISA) or the imposition of a Lien on any
property of the Company or any Subsidiary pursuant to Section 4068 of ERISA.

Section 5.18. Reports and Rights of Inspection. The Company will keep,
and will cause each Restricted Subsidiary to keep, proper books of record and
account in which full and correct entries will be made of all dealings or
transactions of, or in relation to, the business and affairs of the Company or
such Restricted Subsidiary, in accordance with GAAP consistently applied
(except for changes disclosed in the financial statements furnished to you
pursuant to this Section 5.18 and concurred in by the independent public
accountants referred to in Section 5.18(B) hereof), and will furnish to you so
long as you are the holder of any Note and to each other Institutional Holder
of the then outstanding Notes (in duplicate if so specified below or otherwise
requested):

(a) Quarterly Statements. As soon as available and in any event
within 60 days after the end of each quarterly fiscal period (except the
last) of each fiscal year, copies of:

(1) consolidated balance sheets of the Company and its
Restricted Subsidiaries as of the close of such quarterly fiscal
period, setting forth in comparative form the consolidated figures
for the fiscal year then most recently ended,

(2) consolidated statements of income of the Company and its
Restricted Subsidiaries for such quarterly fiscal period and for the
portion of the fiscal year ending with such quarterly fiscal period,
in each case setting forth in comparative form the consolidated
figures for the corresponding periods of the preceding fiscal year,
and

(3) consolidated statements of cash flows of the Company and
its Restricted Subsidiaries for the portion of the fiscal year ending
with such quarterly fiscal period, setting forth in comparative form
the consolidated figures for the corresponding period of the
preceding fiscal year,

all in reasonable detail and certified as complete and correct by an
authorized financial officer of the Company;

(b) Annual Statements. As soon as available and in any event within
120 days after the close of each fiscal year of the Company, copies of:

(1) consolidated and consolidating balance sheets of the
Company and its Restricted Subsidiaries as of the close of such
fiscal year, and

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(2) consolidated and consolidating statements of income and
retained earnings and cash flows of the Company and its Restricted
Subsidiaries for such fiscal year,

in each case setting forth in comparative form the consolidated figures
for the preceding fiscal year, all in reasonable detail and accompanied by
a report thereon of a firm of independent public accountants of recognized
national standing selected by the Company to the effect that the
consolidated financial statements present fairly, in all material respects,
the consolidated financial position of the Company and its Restricted
Subsidiaries as of the end of the fiscal year being reported on and the
consolidated results of the operations and cash flows for said year in
conformity with GAAP and that the examination of such accountants in
connection with such financial statements has been conducted in accordance
with generally accepted auditing standards and included such tests of the
accounting records and such other auditing procedures as said accountants
deemed necessary in the circumstances;

(c) Audit Reports. Promptly upon receipt thereof, one copy of each
interim or special audit made by independent accountants of the books of
the Company or any Restricted Subsidiary, the subject matter of which could
have a material adverse effect on the assets, business, operations or
financial condition of the Company or such Restricted Subsidiary, as the
case may be, and any management letter received from such accountants;

(d) SEC and Other Reports. Promptly upon their becoming available,
one copy of each financial statement, report, notice or proxy statement
sent by the Company to stockholders generally and of each regular or
periodic report, and any registration statement or prospectus filed by the
Company or any Subsidiary with any securities exchange or the Securities
and Exchange Commission or any successor agency, and copies of any material
orders in any material proceedings to which the Company or any of its
Subsidiaries is a party, issued by any governmental agency, Federal or
state, having jurisdiction over the Company or any of its Subsidiaries;

(e) ERISA Reports. Promptly upon the occurrence thereof, written
notice of (i) a Reportable Event with respect to any Plan as to which the
PBGC by regulation has not waived the 30 day notification requirement;
provided, however, that the loss of plan qualification and the failure to
meet the minimum funding standards shall be Reportable Events requiring
notice hereunder regardless of the issuance of any waivers of notice to the
PBGC; (ii) the institution of any steps by the Company, any ERISA
Affiliate, the PBGC or any other person to terminate any Plan by means of a
distress termination under Section 4041(c) of ERISA or an involuntary
termination under Section 4042 of ERISA; (iii) the institution of any steps
by the Company or any ERISA Affiliate to withdraw from any Plan which would
result in withdrawal liability in excess of $1,000,000; (iv) a non-exempt
"prohibited transaction" within the meaning of Section 406 of ERISA in
connection with any Plan; (v) any material increase in the contingent
liability of the Company or any Restricted Subsidiary with respect to any
post-retirement welfare liability; or (vi) the taking of any action by, or
the threatening of

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the taking of any action by, the Internal Revenue Service, the
Department of Labor or the PBGC with respect to any of the foregoing;

(f) Officer's Certificates. Within the periods provided in paragraphs
(a) and (b) above, a certificate of an authorized financial officer of the
Company stating that such officer has reviewed the provisions of this
Agreement and setting forth: (i) the information and computations (in
sufficient detail) required in order to establish whether the Company was
in compliance with the requirements of Section 5.6 through Section 5.17 at
the end of the period covered by the financial statements then being
furnished, and (ii) whether there existed as of the date of such financial
statements and whether, to the best of such officer's knowledge, there
exists on the date of the certificate or existed at any time during the
period covered by such financial statements (including, specifically, at
the time of any designation of a Subsidiary as a Restricted Subsidiary or
as an Unrestricted Subsidiary) any Default or Event of Default and, if any
such condition or event exists on the date of the certificate, specifying
the nature and period of existence thereof and the action the Company is
taking and proposes to take with respect thereto;

(g) Accountant's Certificates. Within the period provided in
paragraph (b) above, a certificate of the accountants who render an opinion
with respect to such financial statements, stating that they have reviewed
this Agreement and stating further whether, in making their audit, such
accountants have become aware of any Default or Event of Default under any
of the terms or provisions of this Agreement insofar as any such terms or
provisions pertain to or involve accounting matters or determinations, and
if any such condition or event then exists, specifying the nature and
period of existence thereof;

(h) Unrestricted Subsidiaries. Within the periods provided in
paragraph (b) above, financial statements of the character and for the
dates and periods as in said paragraph (b) provided covering each
Unrestricted Subsidiary (or groups of Unrestricted Subsidiaries on a
consolidated basis); and

(i) Requested Information. With reasonable promptness, such other
data and information as you or any such Institutional Holder may reasonably
request.

Without limiting the foregoing, the Company will permit you, so long as you are
the holder of any Note, and each Institutional Holder of the then outstanding
Notes (or such Persons as either you or such Institutional Holder may
designate), to visit and inspect, under the Company's guidance, any of the
properties of the Company or any Restricted Subsidiary, to examine all of their
books of account, records, reports and other papers, to make copies and
extracts therefrom and to discuss their respective affairs, finances and
accounts with their respective officers, employees, and independent public
accountants (and by this provision the Company authorizes said accountants to
discuss with you the finances and affairs of the Company and its Restricted
Subsidiaries) all at such reasonable times and as often as may be reasonably
requested. The Company shall not be required to pay or reimburse you or any
such holder for expenses which you or any such holder may incur in connection
with any such visitation or inspection; provided, however, that if such
visitation or inspection is made during

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any period when a Default or an Event of Default shall have occurred and be
continuing, the Company agrees to reimburse you or such holder for all such
expenses promptly on demand.

SECTION 6. EVENTS OF DEFAULT AND REMEDIES THEREFOR.

Section 6.1. Events of Default. Any one or more of the following shall
constitute an "Event of Default" as such term is used herein:

(a) Default shall occur in the payment of interest on any Note when
the same shall have become due and such default shall continue for more
than five days; or

(b) Default shall occur in the making of any required prepayment on
any of the Notes as provided in Section 2.1; or

(c) Default shall occur in the making of any other payment of the
principal of any Note or premium, if any, thereon at the expressed or any
accelerated maturity date or at any date fixed for prepayment; or

(d) Default shall be made in the payment when due (whether by lapse
of time, by declaration, by call for redemption or otherwise) of the
principal of or interest on any Material Debt (other than the Notes) and
such default shall continue beyond the period of grace, if any, allowed
with respect thereto; or

(e) The acceleration of any Material Debt (other than the Notes); or

(f) Default shall occur in the observance or performance of any
covenant or agreement contained in Section 5.6 through Section 5.13; or

(g) Default shall occur in the observance or performance of any
other provision of this Agreement which is not remedied within 30 days
after the earlier of (i) the day on which the Company first obtains
knowledge of such default, or (ii) the day on which written notice thereof
is given to the Company by the holder of any Note; or

(h) Any representation or warranty made by the Company herein, or
made by the Company in any statement or certificate furnished by the
Company in connection with the consummation of the issuance and delivery
of the Notes or furnished by the Company pursuant hereto, is untrue in any
material respect as of the date of the issuance or making thereof; or

(i) Final judgment or final judgments for the payment of money
aggregating in excess of $10,000,000 is or are outstanding against the
Company or any Restricted Subsidiary or against any property or assets of
either and any one of such judgments has remained unpaid, unvacated,
unbonded or unstayed by appeal or otherwise for a period of 45 days from
the date of its entry; or

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(j) The Company fails to issue the Series B Notes in the amount set
forth in Section 1.1(B) on the Second Closing Date; or

(k) A custodian, liquidator, trustee or receiver is appointed for
the Company or any Restricted Subsidiary or for the major part of the
property of either and is not discharged within 60 days after such
appointment; or

(l) The Company or any Restricted Subsidiary becomes insolvent or
bankrupt, is generally not paying its debts as they become due or makes an
assignment for the benefit of creditors, or the Company or any Restricted
Subsidiary applies for or consents to the appointment of a custodian,
liquidator, trustee or receiver for the Company or such Restricted
Subsidiary or for the major part of the property of either; or

(m) Bankruptcy, reorganization, arrangement or insolvency
proceedings, or other proceedings for relief under any bankruptcy or
similar law or laws for the relief of debtors, are instituted by or
against the Company or any Restricted Subsidiary and, if instituted
against the Company or any Restricted Subsidiary, are consented to or are
not dismissed within 60 days after such institution.

Section 6.2. Notice to Holders. When any Event of Default described in
the foregoing Section 6.1 has occurred, or if the holder of any Note or of any
other evidence of Funded Debt or Current Debt of the Company gives any notice
or takes any other action with respect to a claimed default, the Company agrees
to give notice within three business days of such event to all holders of the
Notes then outstanding.

Section 6.3. Acceleration of Maturities. When any Event of Default
described in paragraph (a), (b) or (c) of Section 6.1 has happened and is
continuing, any holder of any Note may, and when any Event of Default described
in paragraphs (d) through (j), inclusive, of said Section 6.1 has happened and
is continuing, the holder or holders of 25% or more of the principal amount of
Notes at the time outstanding may, by notice to the Company, declare the entire
principal and all interest accrued on all Notes to be, and all Notes shall
thereupon become, forthwith due and payable, without any presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived.
When any Event of Default described in paragraph (k), (l) or (m) of Section 6.1
has occurred, then all outstanding Notes shall immediately become due and
payable without presentment, demand or notice of any kind. Upon the Notes
becoming due and payable as a result of any Event of Default as aforesaid, the
Company will forthwith pay to the holders of the Notes the entire principal
outstanding, together with interest accrued on the Notes and, to the extent not
prohibited by applicable law, an amount as liquidated damages for the loss of
the bargain evidenced hereby (and not as a penalty) equal to the Make-Whole
Amount, determined as of the date on which the Notes shall so become due and
payable. No course of dealing on the part of the holder or holders of any
Notes nor any delay or failure on the part of any holder of Notes to exercise
any right shall operate as a waiver of such right or otherwise prejudice such
holder's rights, powers and remedies. The Company further agrees, to the
extent permitted by law, to pay to the holder or holders of the Notes all costs
and expenses incurred by them in the collection of any Notes upon any default
hereunder or

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thereon, including reasonable compensation to such holder's or holders'
attorneys for all services rendered in connection therewith.

Section 6.4. Rescission of Acceleration. The provisions of Section 6.3
are subject to the condition that if the principal of and accrued interest on
all or any outstanding Notes have been declared immediately due and payable by
reason of the occurrence of any Event of Default described in paragraphs (a)
through (j), inclusive, of Section 6.1, the holders of 66-2/3% in aggregate
principal amount of the Notes then outstanding may, by written instrument filed
with the Company, rescind and annul such declaration and the consequences
thereof, provided that at the time such declaration is annulled and rescinded:

(a) no judgment or decree has been entered for the payment of any
monies due pursuant to the Notes or this Agreement;

(b) all arrears of interest upon all the Notes and all other sums
payable under the Notes and under this Agreement (except any principal,
interest or premium on the Notes which has become due and payable solely
by reason of such declaration under Section 6.3) shall have been duly
paid; and

(c) each and every other Default and Event of Default shall have
been made good, cured or waived pursuant to Section 7.1;

and provided further, that no such rescission and annulment shall extend to or
affect any subsequent Default or Event of Default or impair any right
consequent thereto.

SECTION 7. AMENDMENTS, WAIVERS AND CONSENTS.

Section 7.1. Consent Required. Any term, covenant, agreement or
condition of this Agreement may, with the consent of the Company, be amended or
compliance therewith may be waived (either generally or in a particular
instance and either retroactively or prospectively), if the Company shall have
obtained the consent in writing of the holders of at least 66-2/3% in aggregate
principal amount of outstanding Notes; provided that without the written
consent of the holders of all of the Notes then outstanding, no such amendment
or waiver shall be effective (i) which will change the time of payment
(including any prepayment required by Section 2.1) of the principal of or the
interest on any Note or change the principal amount thereof or change the rate
of interest thereon, or (ii) which will change any of the provisions with
respect to optional prepayments, or (iii) which will change the percentage of
holders of the Notes required to consent to any such amendment or waiver of any
of the provisions of this Section 7 or Section 6, or (iv) which will amend or
modify any other term or provision hereof prior to the Second Closing Date.

Section 7.2. Solicitation of Holders. So long as there are any Notes
outstanding, the Company will not solicit, request or negotiate for or with
respect to any proposed waiver or amendment of any of the provisions of this
Agreement or the Notes unless each holder of Notes (irrespective of the amount
of Notes then owned by it) shall be informed thereof by the Company and shall
be afforded the opportunity of considering the same and shall be supplied

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by the Company with sufficient information to enable it to make an informed
decision with respect thereto. The Company will not, directly or indirectly,
pay or cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, to any holder of Notes as consideration
for or as an inducement to entering into by any holder of Notes of any waiver
or amendment of any of the terms and provisions of this Agreement or the Notes
unless such remuneration is concurrently offered, on the same terms, ratably to
the holders of all Notes then outstanding.

Section 7.3. Effect of Amendment or Waiver. Any such amendment or waiver
shall apply equally to all of the holders of the Notes and shall be binding
upon them, upon each future holder of any Note and upon the Company, whether or
not such Note shall have been marked to indicate such amendment or waiver. No
such amendment or waiver shall extend to or affect any obligation not expressly
amended or waived or impair any right consequent thereon.

SECTION 8. INTERPRETATION OF AGREEMENT; DEFINITIONS.

Section 8.1. Definitions. Unless the context otherwise requires, the
terms hereinafter set forth when used herein shall have the following meanings
and the following definitions shall be equally applicable to both the singular
and plural forms of any of the terms herein defined:

"Affiliate" shall mean any Person (other than a Restricted Subsidiary) (i)
which directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, the Company, (ii) which
beneficially owns or holds 5% or more of any class of the Voting Stock of the
Company or (iii) 5% or more of the Voting Stock (or in the case of a Person
which is not a corporation, 5% or more of the equity interest) of which is
beneficially owned or held by the Company or a Subsidiary. The term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of Voting Stock, by contract or otherwise.

"Base Amount" shall mean, for the purposes of any determination under
Section 5.7, $190,000,000 plus, or minus, as the case may be, any benefit, or
charge, respectively, which is attributable solely to a non-recurring
accounting change.

"Basket Indebtedness" means the sum of (i) all Indebtedness of the Company
or a Restricted Subsidiary secured by Liens other than Liens permitted by
Section Section 5.10(A) through (F) plus (without duplication) (ii) all Funded
Debt of a Restricted Subsidiary incurred subsequent to June 30, 1992.

"Capitalized Lease" shall mean any lease the obligation for Rentals with
respect to which is required to be capitalized on a consolidated balance sheet
of the lessee and its subsidiaries in accordance with GAAP.

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"Capitalized Rentals" of any Person shall mean as of the date of any
determination thereof the amount at which the aggregate Rentals due and to
become due under all Capitalized Leases under which such Person is a lessee
would be reflected as a liability on a consolidated balance sheet of such
Person.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Company" shall mean Savannah Foods & Industries, Inc., a Delaware
corporation, and any Person who succeeds to all, or substantially all, of the
assets and business of Savannah Foods & Industries, Inc.

"Consolidated Assets" shall mean, as of the date of any determination
thereof, the aggregate amount of assets of the Company and its Restricted
Subsidiaries determined on a consolidated basis in accordance with GAAP after
deducting all Investments in Unrestricted Subsidiaries.

"Consolidated Current Assets" and "Consolidated Current Liabilities" shall
mean as of the date of any determination thereof such assets and liabilities of
the Company and its Restricted Subsidiaries on a consolidated basis as shall be
determined in accordance with GAAP to constitute current assets and current
liabilities, respectively.

"Consolidated Funded Debt" shall mean all Funded Debt of the Company and
its Restricted Subsidiaries, determined on a consolidated basis eliminating
intercompany items.

"Consolidated Net Income" for any period shall mean the net income of the
Company and its Restricted Subsidiaries determined on a consolidated basis in
accordance with GAAP applied on a consistent basis, but excluding in any event:

(a) extraordinary items; and

(b) the effects of non-recurring accounting changes.

"Consolidated Tangible Net Worth" shall mean as of the date of any
determination thereof the aggregate amount of the capital stock (less treasury
stock), surplus and retained earnings of the Company and its Restricted
Subsidiaries after deducting (i) goodwill, patents, trade names, trademarks,
unamortized debt discount and expense, organization expense, deferred and
prepaid expenses included in assets which do not constitute current assets, the
excess of cost of shares acquired over book value of related assets, any
reappraisal, revaluation or write-up of assets and such other assets as are
properly classified as "intangible assets" in accordance with GAAP, (ii)
Investments in Unrestricted Subsidiaries, and (iii) Minority Interests.

"Current Debt" of the Company or any Restricted Subsidiary shall mean, as
of the date of any determination thereof, all Debt of the Company or such
Restricted Subsidiary having a final maturity of less than one year from the
date of origin thereof and which is not renewable

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or extendable at the option of the obligor for a period or periods of one year
or more from the date of origin.

"Debt" of the Company or any Restricted Subsidiary shall mean, as of the
date of any determination thereof:

(i) all Indebtedness of the Company or any Restricted Subsidiary for
borrowed money or evidenced by notes, bonds, debentures or similar
evidences of Indebtedness of the Company or any Restricted Subsidiary;

(ii) obligations secured by any Lien upon property owned by the
Company or any Restricted Subsidiary or created or arising under any
conditional sale or other title retention agreement with respect to
property acquired by the Company or any Restricted Subsidiary,
notwithstanding the fact that the rights and remedies of the seller,
lender or lessor under any such arrangement in the event of default are
limited to repossession or sale of property including, without limitation,
obligations secured by Liens arising from the sale or transfer of notes or
accounts receivable, but, in all events, excluding trade payables and
accrued expenses constituting current liabilities;

(iii) Capitalized Rentals;

(iv) reimbursement obligations in respect of credit enhancement
instruments including letters of credit (excluding, however, letters of
credit and surety bonds issued in commercial transactions in the ordinary
course of business which are not financial guaranties); and

(v) Guaranties of (a) obligations of others of the character
referred to hereinabove in this definition and (b) obligations of
Unrestricted Subsidiaries.

"Default" shall mean any event or condition the occurrence of which would,
with the lapse of time or the giving of notice, or both, constitute an Event of
Default.

"Environmental Law" shall mean any international, foreign, federal, state,
regional, county, local, governmental, public or private statute, law,
regulation, ordinance, order, consent decree, judgment, permit, license, code,
covenant, deed restriction, common law, treaty, convention or other
requirement, pertaining to protection of the environment, health or safety of
persons, natural resources, conservation, wildlife, waste management, any
Hazardous Material Activity and pollution (including, without limitation,
regulation of releases and disposals to air, land, water and groundwater), and
includes, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 U.S.C. Section Section 9601 et seq., Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of
1976 and Solid and Hazardous Waste Amendments of 1984, 42 U.S.C. Section
Section 6901 et seq., Federal Water Pollution Control Act, as amended by the
Clean Water Act of 1977, 33 U.S.C. Section Section 1251 et seq., Clean Air Act
of 1966, as amended, 42 U.S.C. Section Section 7401 et seq., and any similar

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or implementing state law, and all amendments, rules, regulations, guidance
documents and publications promulgated thereunder.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time.
References to sections of ERISA shall be construed to also refer to any
successor sections.

"ERISA Affiliate" shall mean any corporation, trade or business that is,
along with the Company, a member of a controlled group of corporations or a
controlled group of trades or businesses, as described in section 414(b) and
414(c), respectively, of the Code or Section 4001 of ERISA.

"Event of Default" shall have the meaning set forth in Section 6.1.

"Fixed Charges" for any period shall mean on a consolidated basis the sum
of (i) all Rentals (other than Rentals on Capitalized Leases) payable during
such period by the Company and its Restricted Subsidiaries, and (ii) all
Interest Charges on all Indebtedness (including the interest component of
Rentals on Capitalized Leases) of the Company and its Restricted Subsidiaries.

"Funded Debt" of the Company or any Restricted Subsidiary shall mean, as
of the date of any determination thereof, (i) all Debt (including Guaranties)
of the Company or any Restricted Subsidiary having a final maturity of one or
more than one year from the date of origin thereof (or which is renewable or
extendible at the option of the obligor for a period or periods more than one
year from the date of origin), including all payments in respect thereof that
are required to be made within one year from the date of any determination of
Funded Debt, plus (but without duplication) (ii) Current Debt (other than
Current Debt secured by Liens permitted by Section 5.10(F)) unless there has
been a period of at least 30 consecutive days during the twelve-month period
immediately preceding the date of any determination hereunder during which the
Company has been free of Current Debt plus (but without duplication) (iii) Debt
described in clause (v)(b) of the definition of "Debt".

"GAAP" shall mean generally accepted accounting principles at the time in
the United States.

"Guaranties" by any Person shall mean all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing, or in effect guaranteeing,
any Indebtedness, dividend or other obligation of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, all obligations incurred through an agreement, contingent
or otherwise, by such Person: (i) to purchase such Indebtedness or obligation
or any property or assets constituting security therefor, (ii) to advance or
supply funds (x) for the purchase or payment of such Indebtedness or
obligation, (y) to maintain working capital or other balance sheet condition or
otherwise to advance or make available funds for the purchase or payment of
such Indebtedness or obligation, (iii) to lease property or to purchase
Securities or other

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property or services primarily for the purpose of assuring the owner of such
Indebtedness or obligation of the ability of the primary obligor to make
payment of the Indebtedness or obligation, or (iv) otherwise to assure the
owner of the Indebtedness or obligation of the primary obligor against loss in
respect thereof. For the purposes of all computations made under this
Agreement, a Guaranty in respect of any Indebtedness for borrowed money shall
be deemed to be Indebtedness equal to the principal amount of such Indebtedness
for borrowed money which has been guaranteed, and a Guaranty in respect of any
other obligation or liability or any dividend shall be deemed to be
Indebtedness equal to the maximum aggregate amount of such obligation,
liability or dividend.

"Hazardous Material" shall mean any hazardous or toxic chemical, waste,
byproduct, pollutant, contaminant, compound, product or substance, including,
without limitation, asbestos, polychlorinated biphenyls, petroleum (including
crude oil or any fraction thereof), and any material the exposure to, or
manufacture, possession, presence, use, generation, storage, transportation,
treatment, release, disposal, abatement, cleanup, removal, remediation or
handling of which, is prohibited, controlled or regulated by any Environmental
Law.

"Hazardous Material Activity" shall mean any activity, event or occurrence
involving a Hazardous Material, including, without limitation, the manufacture,
possession, presence, use, generation, storage, transportation, treatment,
release, discharge, emission, disposal, abatement, cleanup, removal,
remediation or handling of any Hazardous Material.

"Indebtedness" of any Person shall mean and include all obligations of
such Person which in accordance with GAAP shall be classified upon a balance
sheet of such Person as liabilities of such Person, and in any event shall
include all Debt.

"Institutional Holder" shall mean any insurance company, bank, savings and
loan association, trust company, investment company, charitable foundation,
employee benefit plan (as defined in ERISA) or other institutional investor or
financial institution.

"Interest Charges" for any period shall mean all interest (including,
without limitation, imputed or express interest in respect of Capitalized
Leases) and all amortization of debt discount and expense on any particular
Indebtedness for which such calculations are being made.

"Investments" shall mean all investments, in cash or by delivery of
property made, directly or indirectly in any Person, whether by acquisition of
shares of capital stock, indebtedness or other obligations or Securities or by
loan, advance, capital contribution or otherwise; provided, however, that
"Investments" shall not mean or include routine investments in property to be
used or consumed in the ordinary course of business.

"Lien" shall mean any interest in property securing an obligation owed to,
or a claim by, a Person other than the owner of the property, whether such
interest is based on the common law, statute or contract, and including but not
limited to the security interest lien arising from a mortgage, encumbrance,
pledge, conditional sale or trust receipt or a lease, consignment or bailment
for security purposes. The term "Lien" shall include reservations,

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exceptions, encroachments, easements, rights-of-way, covenants, conditions,
restrictions, leases and other title exceptions and encumbrances (including,
with respect to stock, stockholder agreements, voting trust agreements,
buy-back agreements and all similar arrangements) affecting property. For the
purposes of this Agreement, the Company or a Restricted Subsidiary shall be
deemed to be the owner of any property which it has acquired or holds subject
to a conditional sale agreement, Capitalized Lease or other arrangement
pursuant to which title to the property has been retained by or vested in some
other Person for security purposes and such retention or vesting shall
constitute a Lien.

"Long-Term Lease" shall mean any lease of real or personal property (other
than a Capitalized Lease) having an original term, including any period for
which the lease may be renewed or extended at the option of the lessor, of more
than three years.

"Make-Whole Amount" shall mean in connection with any prepayment or
acceleration of the Notes the excess, if any, of (i) the aggregate present
value as of the date of such prepayment of each dollar of principal being
prepaid (taking into account the application of such prepayment required by
Section 2.1) and the amount of interest (exclusive of interest accrued to the
date of prepayment) that would have been payable in respect of such dollar if
such prepayment had not been made, determined by discounting such amounts at
the Reinvestment Rate from the respective dates on which they would have been
payable, over (ii) 100% of the principal amount of the outstanding Notes being
prepaid. If the Reinvestment Rate is equal to or higher than the interest rate
then borne by a particular series of Notes, the Make-Whole Amount with respect
to the Notes of such series shall be zero. For purposes of any determination
of the Make-Whole Amount:

"Reinvestment Rate" shall mean (a) the sum of .50%, plus the yield
reported at 10:00 A.M. (New York time) by the Telerate Access Service
(page 8033) provided by the Telerate Information System for "On the Run"
United States Treasury securities, or, if such service is not available,
the yield reported by any other nationally recognized trading screen
reporting on-line intraday trading in United States government securities
at 10:00 A.M. (New York time), in either case for United States government
securities having a maturity (rounded to the nearest month) corresponding
to the remaining Weighted Average Life to Maturity of the principal being
prepaid, or (b) in the event that no such nationally recognized trading
screen reporting on-line trading in United States government securities is
available, "Reinvestment Rate" shall mean the sum of .50%, plus the
arithmetic mean of the yields under the respective headings "This Week"
and "Last Week" published in the Statistical Release under the caption
"Treasury Constant Maturities" for the maturity (rounded to the nearest
month) corresponding to the Weighted Average Life to Maturity of the
principal being prepaid (taking into account the application of such
prepayment required by Section 2.1). If no maturity exactly corresponds
to such Weighted Average Life to Maturity, yields for the published
maturity next longer than the Weighted Average Life to Maturity and for
the published maturity next shorter than the Weighted Average Life to
Maturity shall be calculated pursuant to the immediately preceding
sentence and the Reinvestment Rate shall be interpolated from such yields
on a straight-line basis, rounding in each of such relevant periods to the
nearest month. For the purposes of calculating the Reinvestment Rate,

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the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used

"Statistical Release" shall mean the then most recently published
statistical release designated "H.15(519)" or any successor publication
which is published weekly by the Federal Reserve System and which
establishes yields on actively traded U.S. Government Securities adjusted
to constant maturities or, if such statistical release is not published at
the time of any determination hereunder, then such other reasonably
comparable index which shall be designated by the holders of 66-2/3% in
aggregate principal amount of the outstanding Notes.

"Weighted Average Life to Maturity" of the principal amount of the
Notes being prepaid shall mean, as of the time of any determination
thereof, the number of years obtained by dividing the then Remaining
Dollar-Years of such principal by the aggregate amount of such principal.
The term "Remaining Dollar-Years" of such principal shall mean the amount
obtained by (i) multiplying (x) the remainder of (1) the amount of
principal that would have become due on each scheduled payment date if
such prepayment had not been made, less (2) the amount of principal on the
Notes scheduled to become due on such date after giving effect to such
prepayment and the application thereof in accordance with the provisions
of Section 2.1, by (y) the number of years (calculated to the nearest
one-twelfth) which will elapse between the date of determination and such
scheduled payment date, and (ii) totalling the products obtained in (i).

"Material Debt" shall mean, as of the date of any determination thereof,
one or more obligations of the Company or any Restricted Subsidiary
constituting Debt which, individually or in the aggregate, exceed $3,000,000.

"Minority Interests" shall mean any shares of stock of any class of a
Restricted Subsidiary (other than directors' qualifying shares as required by
law) that are not owned by the Company and/or one or more of its Restricted
Subsidiaries. Minority Interests shall be valued by valuing Minority Interests
constituting preferred stock at the voluntary or involuntary liquidating value
of such preferred stock, whichever is greater, and by valuing Minority
Interests constituting common stock at the book value of capital and surplus
applicable thereto adjusted, if necessary, to reflect any changes from the book
value of such common stock required by the foregoing method of valuing Minority
Interests in preferred stock.

"Multiemployer Plan" shall have the same meaning as in ERISA.

"Net Income Available for Fixed Charges" for any period shall mean the sum
of (i) Consolidated Net Income during such period plus (to the extent deducted
in determining Consolidated Net Income), (ii) all provisions for any Federal,
state or other income taxes made by the Company and its Restricted Subsidiaries
during such period and (iii) Fixed Charges of the Company and its Restricted
Subsidiaries during such period.

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Savannah Foods & Industries, Inc. Note Agreement

"PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

"Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, and a government or agency or political
subdivision thereof.

"Plan" means a "pension plan," as such term is defined in ERISA,
established or maintained by the Company or any ERISA Affiliate or as to which
the Company or any ERISA Affiliate contributed or is a member or otherwise may
have any liability.

"Purchasers" shall have the meaning set forth in Section 1.1.

"Related Investments" shall mean equity Investments by the Company or any
Restricted Subsidiary in businesses related to the ongoing business lines of
the Company as of the Closing Date.

"Rentals" shall mean and include as of the date of any determination
thereof all fixed payments (including as such all payments which the lessee is
obligated to make to the lessor on termination of the lease or surrender of the
property) payable by the Company or a Restricted Subsidiary, as lessee or
sublessee under a lease of real or personal property (whether in connection
with a sale and leaseback transaction or otherwise), but shall be exclusive of
any amounts required to be paid by the Company or a Restricted Subsidiary
(whether or not designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes and similar charges. Fixed rents under
any so-called "percentage leases" shall be computed solely on the basis of the
minimum rents, if any, required to be paid by the lessee regardless of sales
volume or gross revenues.

"Reportable Event" shall have the same meaning as in ERISA.

"Restricted Subsidiary" shall mean any Subsidiary which has been
designated by the Company as a Restricted Subsidiary either in Annex A to
Exhibit B attached hereto or in accordance with Section 5.14.

"Security" shall have the same meaning as in Section 2(1) of the
Securities Act of 1933, as amended.

The term "subsidiary" shall mean as to any particular parent corporation
any corporation of which more than 50% (by number of votes) of the Voting Stock
shall be beneficially owned, directly or indirectly, by such parent
corporation. The term "Subsidiary" shall mean a subsidiary of the Company.

"Total Capitalization" shall mean, as of any date of determination
thereof, the sum of Consolidated Tangible Net Worth plus Consolidated Funded
Debt.

"Unrelated Investments" shall mean equity Investments by the Company or
any Restricted Subsidiary in any Person, which Investments are not Related
Investments.

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Savannah Foods & Industries, Inc. Note Agreement

"Unrestricted Subsidiary" shall mean any Subsidiary which is not a
Restricted Subsidiary.

"Voting Stock" shall mean Securities of any class or classes, the holders
of which are ordinarily, in the absence of contingencies, entitled to elect a
majority of the corporate directors (or Persons performing similar functions).

"Wholly-owned" when used in connection with any Subsidiary shall mean a
Subsidiary of which all of the issued and outstanding shares of stock (except
shares required as directors' qualifying shares) and all Debt shall be owned by
the Company and/or one or more of its Wholly- owned Subsidiaries.

Section 8.2. Accounting Principles. Where the character or amount of any
asset or liability or item of income or expense is required to be determined or
any consolidation or other accounting computation is required to be made for
the purposes of this Agreement, the same shall be done in accordance with GAAP,
to the extent applicable, except where such principles are inconsistent with
the requirements of this Agreement.

Section 8.3. Directly or Indirectly. Where any provision in this
Agreement refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether the action
in question is taken directly or indirectly by such Person.

SECTION 9.1. MISCELLANEOUS.

Section 9.1. Registered Notes. The Company shall cause to be kept at its
principal office a register for the registration and transfer of the Notes
(hereinafter called the "Note Register") and the Company will register or
transfer or cause to be registered or transferred as hereinafter provided any
Note issued pursuant to this Agreement.

At any time and from time to time the registered holder of any Note which
has been duly registered as hereinabove provided may transfer such Note upon
(i) surrender thereof at the principal office of the Company accompanied by a
Letter of Transfer in substantially the form of Exhibit E hereto, with all
required information completed. Upon receipt of the Note and Letter of
Transfer, Company shall transfer or cause to be transferred such Note in
accordance with the Letter of Transfer, without requiring any further action or
delivery of any additional items on the part of such registered holder or the
transferee.

The Person in whose name any registered Note shall be registered shall be
deemed and treated as the owner and holder thereof for all purposes of this
Agreement. Payment of or on account of the principal, premium, if any, and
interest on any registered Note shall be made to or upon the written order of
such registered holder.

Section 9.2. Exchange of Notes. At any time and from time to time, upon
not less than ten days' notice to that effect given by the holder of any Note
initially delivered or of any Note substituted therefor pursuant to Section
9.1, this Section 9.2 or Section 9.3, and, upon surrender of such Note

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Savannah Foods & Industries, Inc. Note Agreement

at its office, the Company will deliver in exchange therefor, without expense
to such holder, except as set forth below, a Note for the same aggregate
principal amount as the then unpaid principal amount of the Note so
surrendered, or Notes in the denomination of $100,000 or any amount in excess
thereof as such holder shall specify, dated as of the date to which interest
has been paid on the Note so surrendered or, if such surrender is prior to the
payment of any interest thereon, then dated as of the date of issue, registered
in the name of such Person or Persons as may be designated by such holder, and
otherwise of the same form and tenor as the Notes so surrendered for exchange.
The Company may require the payment of a sum sufficient to cover any stamp tax
or governmental charge imposed upon such exchange or transfer.

Section 9.3. Loss, Theft, Etc. of Notes. Upon receipt of evidence
satisfactory to the Company of the loss, theft, mutilation or destruction of
any Note, and in the case of any such loss, theft or destruction upon delivery
of a bond of indemnity in such form and amount as shall be reasonably
satisfactory to the Company, or in the event of such mutilation upon surrender
and cancellation of the Note, the Company will make and deliver without expense
to the holder thereof, a new Note, of like tenor, in lieu of such lost, stolen,
destroyed or mutilated Note. If the Purchaser or any subsequent Institutional
Holder is the owner of any such lost, stolen or destroyed Note, then the
affidavit of an authorized officer of such owner, setting forth the fact of
loss, theft or destruction and of its ownership of such Note at the time of
such loss, theft or destruction shall be accepted as satisfactory evidence
thereof and no further indemnity shall be required as a condition to the
execution and delivery of a new Note other than the written agreement of such
owner to indemnify the Company.

Section 9.4. Expenses, Stamp Tax Indemnity. Whether or not the
transactions herein contemplated shall be consummated, the Company agrees to
pay directly all of your out-of-pocket expenses in connection with the
preparation, execution and delivery of this Agreement and the transactions
contemplated hereby, including but not limited to the reasonable charges and
disbursements of Chapman and Cutler, your special counsel, duplicating and
printing costs and charges for shipping the Notes, adequately insured to you at
your home office or at such other place as you may designate, and all such
expenses relating to any amendment, waivers or consents pursuant to the
provisions hereof, including, without limitation, any amendments, waivers, or
consents resulting from any work-out, renegotiation or restructuring relating
to the performance by the Company of its obligations under this Agreement and
the Notes. The Company also agrees that it will pay and save you harmless
against any and all liability with respect to stamp and other taxes, if any,
which may be payable or which may be determined to be payable in connection
with the execution and delivery of this Agreement or the Notes, whether or not
any Notes are then outstanding. The Company agrees to protect and indemnify
you against any liability for any and all brokerage fees and commissions
payable or claimed to be payable to any Person in connection with the
transactions contemplated by this Agreement.

Section 9.5. Powers and Rights Not Waived; Remedies Cumulative. No delay
or failure on the part of the holder of any Note in the exercise of any power
or right shall operate as a waiver thereof; nor shall any single or partial
exercise of the same preclude any other or further exercise thereof, or the
exercise of any other power or right, and the rights and

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Savannah Foods & Industries, Inc. Note Agreement

remedies of the holder of any Note are cumulative to, and are not exclusive of,
any rights or remedies any such holder would otherwise have.

Section 9.6. Notices. All communications provided for hereunder shall be
in writing and, if to you, delivered or mailed prepaid by registered or
certified mail or overnight air courier, or by facsimile communication, in each
case addressed to you at your address appearing on Schedule I to this Agreement
or such other address as you or the subsequent holder of any Note initially
issued to you may designate to the Company in writing, and if to the Company,
delivered or mailed by registered or certified mail or overnight air courier,
or by facsimile communication, to the Company at Two East Bryan, Savannah,
Georgia 31402, Attention: Chief Financial Officer or to such other address as
the Company may in writing designate to you or to a subsequent holder of the
Note initially issued to you; provided, however, that a notice to you by
overnight air courier shall only be effective if delivered to you at a street
address designated for such purpose in Schedule I, and a notice to you by
facsimile communication shall only be effective if made by confirmed
transmission to you at a telephone number designated for such purpose in
Schedule I and thereafter confirmed by registered or certified mail or by
overnight air courier as aforesaid, or, in any case, as you or a subsequent
holder of any Note initially issued to you may designate to the Company in
writing.

Section 9.7. Successors and Assigns. This Agreement shall be binding
upon the Company and its successors and assigns and shall inure to your benefit
and to the benefit of your successors and assigns, including each successive
holder or holders of any Notes.

Section 9.8. Survival of Covenants and Representations. All covenants,
representations and warranties made by the Company herein and in any
certificates delivered pursuant hereto, whether or not in connection with the
Closing Date, shall survive the closing and the delivery of this Agreement and
the Notes.

Section 9.9. Severability. Should any part of this Agreement for any
reason be declared invalid or unenforceable, such decision shall not affect the
validity or enforceability of any remaining portion, which remaining portion
shall remain in force and effect as if this Agreement had been executed with
the invalid or unenforceable portion thereof eliminated and it is hereby
declared the intention of the parties hereto that they would have executed the
remaining portion of this Agreement without including therein any such part,
parts or portion which may, for any reason, be hereafter declared invalid or
unenforceable.

Section 9.10. Governing Law. This Agreement and the Notes issued and
sold hereunder shall be governed by and construed in accordance with Illinois
law.

Section 9.11. Captions. The descriptive headings of the various Sections
or parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.

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Savannah Foods & Industries, Inc. Note Agreement

The execution hereof by you shall constitute a contract between us for the
uses and purposes hereinabove set forth, and this Agreement may be executed in
any number of counterparts, each executed counterpart constituting an original
but all together only one agreement.

SAVANNAH FOODS & INDUSTRIES, INC.

By
-------------------------------
Its

Accepted as of September 1, 1992.

[VARIATION]

By
-------------------------------
Its

[By
-------------------------------
Its ]

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<PAGE> 40

PRINCIPAL AMOUNT
NAME AND ADDRESS OF NOTES TO BE
OF PURCHASERS PURCHASED

Series A Series B
THE GREAT-WEST LIFE ASSURANCE COMPANY $25,000,000 $7,000,000
8515 East Orchard Road
3rd Floor, Tower 2
Englewood, Colorado 80111
Attention: U.S. Private Placement Investments
Telefacsimile No.: (303) 689-6193
Confirmation No.: (303) 889-3000

Payments

All payments on or in respect of the Notes to be by bank wire transfer
of Federal or other immediately available funds (identifying each
payment as "Savannah Foods & Industries, Inc., 8.35% Series A Senior
Notes due 2002 or 7.15% Series B Senior Notes due 2002, principal or
interest" and further identifying the allocation of each payment
between principal and interest and confirming the principal balance)
to:

Norwest Bank Minnesota, N.A.
Norwest Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0065
ABA No. 091000019

for credit to the
Trust Clearing Account 08-40-245
Re: The Great-West
Life for Account No. 7-06277-00-1

Notices

All notices of payments, on or in respect of the Notes and written
confirmation of each such payment to:

SCHEDULE I
(to Note Agreement)

201
<PAGE> 41

Norwest Bank Minnesota, N.A.
Norwest Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0065
Telefacsimile No.: (612) 667-4187
Attention: Craig Johnson, Financial
Institution's Services; Telephone
No.: (612) 667-7566

All notices and communications other than those in respect to payments
to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. No. 98-0000673

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<PAGE> 42

PRINCIPAL AMOUNT
NAME AND ADDRESS OF NOTES TO BE
OF PURCHASERS PURCHASED

Series A Series B
THE VARIABLE ANNUITY LIFE $10,000,000 $13,000,000
INSURANCE COMPANY
c/o American General Corporation
2929 Allen Parkway
Houston, Texas 77019
Attention: Private Placements, A37-01
Telefacsimile No.: (713) 831-1366
Confirmation No.: (713) 831-1140

Payments

State Street Bank and Trust Company
Boston, Massachusetts 02101
ABA No. 011000028
Re The Variable Annuity Life
Insurance Company
Account No. 0125-821-9
Fund Number: PA 54

Notices

All notices of payment, on or in respect of the Notes and written
confirmation of each such payment to:

The Variable Annuity Life
Insurance Company and PA 54
c/o State Street Bank and Trust Company
1776 Heritage Drive A4E
North Quincy, Massachusetts 02110

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<PAGE> 43

All notices and communications, including a duplicate copy of all
notices in respect to payments to be addressed as first provided above

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. No. 74-1625348

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<PAGE> 44

PRINCIPAL AMOUNT
NAME AND ADDRESS OF NOTES TO BE
OF PURCHASERS PURCHASED

Series A Series B
THE MINNESOTA MUTUAL LIFE INSURANCE $12,000,000 $ 0
COMPANY
400 North Robert Street
St. Paul, Minnesota 55101
Attention: MIMLIC Asset Management Company
Telefacsimile No.: (612) 223-5959
Confirmation No.: (612) 298-3826

Payments

The Federal Reserve Bank of Minneapolis
for the account of
The First Bank National Association
Minneapolis, Minnesota
ABA #091000022,
BNF The Minnesota Mutual
Life Insurance Company
Account No. 801-10-00600

Notices

All notices and communications, including notices with respect to
payments and written confirmation of each such payment, to be
addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. No. 41-0417830

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<PAGE> 45

PRINCIPAL AMOUNT
NAME AND ADDRESS OF NOTES TO BE
OF PURCHASERS PURCHASED

Series A Series B
MUTUAL TRUST LIFE INSURANCE COMPANY $1,000,000 $ 0
c/o MIMLIC Asset Management Company
400 North Robert Street
St. Paul, Minnesota 55101
Attention: Client Administrator
Telefacsimile No.: (612) 223-5959
Confirmation No.: (612) 298-3826

Payments

The Northern Trust Company
50 South LaSalle Street
Chicago, IL 60675
ABA No. 07-1000-152
for credit wire account No. 5186041000, for further credit to
Mutual Trust Life Insurance Company, Account No. 26-00621
Attention: M.B.S. Department

for credit to Mutual Trust Life Insurance Company Account No. 26-
00621

Notices

All notices and communications, including notices with respect to
payments and written confirmation of each such payment, to be
addressed as first provided above.

Name of Nominee in which Notes are to be issued: ELL & Co.

Taxpayer I.D. No. 36-1516780

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<PAGE> 46

PRINCIPAL AMOUNT
NAME AND ADDRESS OF NOTES TO BE
OF PURCHASERS PURCHASED

Series A Series B
NATIONAL TRAVELERS LIFE COMPANY $1,000,000 $ 0
c/o MIMLIC Asset Management Company
400 North Robert Street
St. Paul, Minnesota 55101
Attention: Client Administrator
Telefacsimile No.: (612) 223-5959
Confirmation No.: (612) 298-3826

Payments

Norwest Bank Minneapolis
Minneapolis, Minnesota
Attention:Bridgette Melberg,
Income Collections Department
ABA #091-0000-19
for credit to the account of
Trust Clearing Account No. 840245
for further credit to
National Travelers Life Company's
Account No. 6C0318004

Notices

All notices and communications, including notices with respect to
payments and written confirmation of each such payment, to be
addressed as first provided above.

Name of Nominee in which Notes are to be issued: EMSEG & Co.

Taxpayer I.D. No. 42-0432940

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<PAGE> 47

PRINCIPAL AMOUNT
NAME AND ADDRESS OF NOTES TO BE
OF PURCHASERS PURCHASED

Series A Series B
THE RELIABLE LIFE INSURANCE COMPANY $1,000,000 $ 0
c/o MIMLIC Asset Management Company
400 North Robert Street
St. Paul, Minnesota 55101
Attention: Client Administrator
Telefacsimile No.: (612) 223-5959
Confirmation No.: (612) 298-3826

Payments

Federal Reserve Bank of Cleveland, Pittsburgh
Branch, MELLON/PITT/TRUST
ABA No. 043000261

for credit to
The Reliable Life Insurance Company
Account No. 198-6676-50027010

Notices

All notices and communications, including notices with respect to
payments and written confirmation of each such payment, to be
addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. No. 43-0476110

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<PAGE> 48

SAVANNAH FOODS & INDUSTRIES, INC.
8.35% Series A Senior Note
Due November 1, 2002

PPN: ______________

No.
____________, 19__
$_______________

SAVANNAH FOODS & INDUSTRIES, INC., a Delaware corporation (the "Company"), for
value received, hereby promises to pay to

or registered assigns
on the first day of November, 2002
the principal amount of

DOLLARS ($____________)

and to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on the principal amount from time to time remaining unpaid hereon at
the rate of 8.35% per annum from the date hereof until maturity, payable
semiannually on the first day of each November and May in each year (commencing
on the first of such dates after the date hereof) and at maturity. The Company
agrees to pay interest on overdue principal (including any overdue required or
optional prepayment of principal) and premium, if any, and (to the extent
legally enforceable) on any overdue installment of interest, at the rate of
10.35% per annum after the due date, whether by acceleration or otherwise,
until paid. Both the principal hereof and interest hereon are payable at the
principal office of the Company in Savannah, Georgia in coin or currency of the
United States of America which at the time of payment shall be legal tender for
the payment of public and private debts.

This Series A Note is one of the 8.35% Series A Senior Notes due November
1, 2002 (the "Series A Notes") of the Company in the aggregate principal amount
of $50,000,000 issued or to be issued, together with the 7.15% Series B Senior
Notes due November 1, 2002 (collectively with the Series A Notes, the "Notes")
of the Company in the aggregate principal amount of $20,000,000, under and
pursuant to the terms and provisions of the separate Note Agreements, each
dated as of September 1, 1992 (the "Note Agreements"), entered into by the
Company with the original Purchasers therein referred to and this Series A Note
and the holder hereof are entitled equally and ratably with the holders of all
other Notes outstanding under the Note Agreements to all the benefits provided
for thereby or referred to therein. Reference is hereby made to the Note
Agreements for a statement of such rights and benefits.

EXHIBIT A-1
(to Note Agreement)

209
<PAGE> 49

This Series A Note and the other Notes outstanding under the Note
Agreements may be declared due prior to their expressed maturity dates and
certain prepayments are required to be made thereon, all in the events, on the
terms and in the manner and amounts as provided in the Note Agreements.

The Series A Notes are not subject to prepayment or redemption at the
option of the Company prior to their expressed maturity dates except on the
terms and conditions and in the amounts and with the premium, if any, set forth
in the Note Agreements.

This Series A Note is registered on the books of the Company and is
transferable only by surrender thereof at the principal office of the Company
accompanied by a completed Letter of Transfer in substantially the form
attached to the Note Agreements. Payment of or on account of principal,
premium, if any, and interest on this Series A Note shall be made only to or
upon the order in writing of the registered holder.

SAVANNAH FOODS & INDUSTRIES, INC.

By
-------------------------------
Its

A-1-2

210
<PAGE> 50

SAVANNAH FOODS & INDUSTRIES, INC.
7.15% Series B Senior Note
Due November 1, 2002

PPN: ______________

No.
____________, 19__
$_______________

SAVANNAH FOODS & INDUSTRIES, INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to

or registered assigns
on the first day of November, 2002
the principal amount of

DOLLARS ($____________)

and to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on the principal amount from time to time remaining unpaid hereon at
the rate of 7.15% per annum from the date hereof until maturity, payable
semiannually on the first day of each November and May in each year (commencing
on the first of such dates after the date hereof) and at maturity. The Company
agrees to pay interest on overdue principal (including any overdue required or
optional prepayment of principal) and premium, if any, and (to the extent
legally enforceable) on any overdue installment of interest, at the rate of
9.15% per annum after the due date, whether by acceleration or otherwise, until
paid. Both the principal hereof and interest hereon are payable at the
principal office of the Company in Savannah, Georgia in coin or currency of the
United States of America which at the time of payment shall be legal tender for
the payment of public and private debts.

This Series B Note is one of the 7.15% Series B Senior Notes due November
1, 2002 (the "Series B Notes") of the Company in the aggregate principal amount
of $20,000,000 issued or to be issued, together with the 8.35% Series A Senior
Notes due November 1, 2002 (collectively with the Series B Notes, the "Notes")
of the Company in the aggregate principal amount of $50,000,000, under and
pursuant to the terms and provisions of the separate Note Agreements, each
dated as of September 1, 1992 (the "Note Agreements"), entered into by the
Company with the original Purchasers therein referred to and this Series B Note
and the holder hereof are entitled equally and ratably with the holders of all
other Notes outstanding under the Note Agreements to all the benefits provided
for thereby or referred to therein. Reference is hereby made to the Note
Agreements for a statement of such rights and benefits.

EXHIBIT A-1
(to Note Agreement)

211
<PAGE> 51

This Series B Note and the other Notes outstanding under the Note
Agreements may be declared due prior to their expressed maturity dates and
certain prepayments are required to be made thereon, all in the events, on the
terms and in the manner and amounts as provided in the Note Agreements.

The Series B Notes are not subject to prepayment or redemption at the
option of the Company prior to their expressed maturity dates except on the
terms and conditions and in the amounts and with the premium, if any, set forth
in the Note Agreements.

This Series B Note is registered on the books of the Company and is
transferable only by surrender thereof at the principal office of the Company
accompanied by a completed Letter of Transfer in substantially the form
attached to the Note Agreements. Payment of or on account of principal,
premium, if any, and interest on this Series B Note shall be made only to or
upon the order in writing of the registered holder.

SAVANNAH FOODS & INDUSTRIES, INC.

By
------------------------------
Its

A-2-2

212
<PAGE> 52

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to you as follows:

1. Subsidiaries. Annex A attached hereto states the name of
each of the Company's Subsidiaries, its jurisdiction of incorporation and the
percentage of its Voting Stock owned by the Company and/or its Subsidiaries.
Those Subsidiaries listed in Section 1 of said Annex 1 constitute Restricted
Subsidiaries. The Company and each Subsidiary has good and marketable title to
all of the shares it purports to own of the stock of each Subsidiary, free and
clear in each case of any Lien. All such shares have been duly issued and are
fully paid and non-assessable.

2. Corporate Organization and Authority. The Company, and
each Restricted Subsidiary,

(a) is a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of
incorporation;

(b) has all requisite power and authority and all
necessary licenses and permits to own and operate its properties
and to carry on its business as now conducted and as presently
proposed to be conducted; and

(c) is duly licensed or qualified and is in good
standing as a foreign corporation in each jurisdiction wherein the
nature of the business transacted by it or the nature of the
property owned or leased by it makes such licensing or
qualification necessary.

3. Business and Property. You have heretofore been furnished
with a copy of the Private Placement Offering Memorandum dated April, 1992 (the
"Memorandum") prepared by Canadian Imperial Bank of Commerce which generally
sets forth the business conducted and proposed to be conducted by the Company
and its Subsidiaries and the principal properties of the Company and its
Subsidiaries.

4. Financial Statements. (a) The consolidated balance sheets
of the Company and its consolidated Subsidiaries as of December 28, 1986,
January 3, 1988, January 1, 1989, December 31, 1989, December 30, 1990 and
December 29, 1991, inclusive, and the statements of income and retained
earnings and changes in financial position or cash flows for the fiscal years
ended on said dates, each accompanied by a report thereon containing an opinion
unqualified as to scope limitations imposed by the Company and otherwise
without qualification except as therein noted, by , have been prepared in
accordance with GAAP consistently applied except as therein noted, are correct
and complete and present fairly the financial position of the Company and its
Subsidiaries as of such dates and the results of their operations and changes
in their financial position or cash flows for such periods. The unaudited
consolidated balance sheets of the Company and its consolidated Subsidiaries as
of March 31, 1992, and the unaudited statements of income and retained earnings
and cash flows

EXHIBIT B
(to Note Agreement)

213
<PAGE> 53

for the three-month period ended on said date prepared by the Company have been
prepared in accordance with GAAP consistently applied, are correct and complete
and present fairly the financial position operations and changes in their
financial position or cash flows for such period.

(b) Since December 29, 1991, there has been no change in the
condition, financial or otherwise, of the Company and its consolidated
Subsidiaries as shown on the consolidated balance sheet as of such date except
changes in the ordinary course of business, none of which individually or in
the aggregate has been materially adverse. Without limiting the foregoing,
since December 29, 1991, neither the business, operation, properties and assets
of the Company and its consolidated Subsidiaries nor any of the existing sugar
beet or sugarcane crops to be purchased by the Company have been materially and
adversely affected in any way as the result of any fire, explosion, earthquake,
storm, sabotage, disaster, accident, labor disturbance, requisition or taking
of property by governmental authority, flood, drought, embargo, riot, activity
of armed forces, or act of God or the public enemy, or other casualty.

5. Indebtedness. Annex B attached hereto correctly describes
all Current Debt, Funded Debt, Capitalized Leases and Long-Term Leases of the
Company and its Restricted Subsidiaries outstanding on June 30, 1992. On the
Closing Date and after giving effect to the application of the proceeds of the
Notes, the total amount of Funded Debt outstanding under the revolving credit
agreements described in part 2 of Annex B and all other revolving credit
agreements of the Company will be $10,000,000, all of which will be unsecured.

6. Full Disclosure. Neither the financial statements
referred to in paragraph 4 hereof nor the Agreements, the Memorandum or any
other written statement furnished by the Company to you in connection with the
negotiation of the sale of the Notes, contains any untrue statement of a
material fact or omits a material fact necessary to make the statements
contained therein or herein not misleading. There is no fact peculiar to the
Company or its Subsidiaries which the Company has not disclosed to you in
writing which materially affects adversely nor, so far as the Company can now
foresee, will materially affect adversely the properties, business, prospects,
profits or condition (financial or otherwise) of the Company and its Restricted
Subsidiaries, taken as a whole.

7. Pending Litigation. There are no proceedings pending or,
to the knowledge of the Company, threatened against or affecting the Company or
any Restricted Subsidiary in any court or before any governmental authority or
arbitration board or tribunal which are expected to materially and adversely
affect the properties, business, prospects, profits or condition (financial or
otherwise) of the Company and its Restricted Subsidiaries.

8. Title to Properties. The Company and each Restricted
Subsidiary has good and marketable title in fee simple (or its equivalent under
applicable law) to all material parcels of real property and has good title to
all the other material items of property it purports to own, including that
reflected in the most recent balance sheet referred to in paragraph 4 hereof,
except as sold or otherwise disposed of in the ordinary course of business and
except for Liens permitted by the Agreements.

B-2

214

<PAGE> 54

9. Patents and Trademarks. The Company and each Restricted
Subsidiary owns or possesses all the patents, trademarks, trade names, service
marks, copyright, licenses and rights with respect to the foregoing necessary
for the present and planned future conduct of its business, without any known
conflict with the rights of others.

10. Sale is Legal and Authorized. The sale of the Notes and
compliance by the Company with all of the provisions of the Agreements and the
Notes --

(a) are within the corporate powers of the Company;

(b) will not violate any provisions of any law or any
order of any court or governmental authority or agency and will
not conflict with or result in any breach of any of the terms,
conditions or provisions of, or constitute a default under the
Articles of Incorporation or By-laws of the Company or any
indenture or other agreement or instrument to which the Company is
a party or by which it may be bound or result in the imposition of
any Liens or encumbrances on any property of the Company; and

(c) have been duly authorized by proper corporate
action on the part of the Company (no action by the stockholders
of the Company being required by law, by the Articles of
Incorporation or By-laws of the Company or otherwise), executed
and delivered by the Company and the Agreements and the Notes
constitute the legal, valid and binding obligations, contracts and
agreements of the Company enforceable in accordance with their
respective terms.

11. No Defaults. No Default or Event of Default has occurred
and is continuing. The Company is not in default in the payment of principal
or interest on any Funded Debt or Current Debt and is not in default under any
instrument or instruments or agreements under and subject to which any Funded
Debt or Current Debt has been issued and no event has occurred and is
continuing under the provisions of any such instrument or agreement which with
the lapse of time or the giving of notice, or both, would constitute an event
of default thereunder.

12. Governmental Consent. No approval, consent or withholding
of objection on the part of any regulatory body, state, Federal or local, is
necessary in connection with the execution and delivery by the Company of the
Agreements or the Notes or compliance by the Company with any of the provisions
of the Agreements or the Notes.

13. Taxes. All tax returns required to be filed by the
Company or any Restricted Subsidiary in any jurisdiction have, in fact, been
filed, and all taxes, assessments, fees and other governmental charges upon the
Company or any Restricted Subsidiary or upon any of their respective
properties, income or franchises, which are shown to be due and payable in such
returns have been paid. For all taxable years ending on or before December 28,
1986, the Federal income tax liability of the Company and its Restricted
Subsidiaries has been satisfied and either the period of limitations on
assessment of additional Federal income tax has expired or the Company and its
Restricted Subsidiaries have entered into an agreement with the Internal
Revenue Service closing conclusively the total tax liability for the taxable
year. The

B-3

215
<PAGE> 55

Company does not know of any proposed additional tax assessment against it for
which adequate provision has not been made on its accounts, and no material
controversy in respect of additional Federal or state income taxes due since
said date is pending or to the knowledge of the Company threatened. The
provisions for taxes on the books of the Company and each Restricted Subsidiary
are adequate for all open years, and for its current fiscal period.

14. Use of Proceeds. The net proceeds from the sale of the
Notes will be used to repay bank debt and for general corporate purposes. None
of the transactions contemplated in the Agreements (including, without
limitation thereof, the use of proceeds from the issuance of the Notes) will
violate or result in a violation of Section 7 of the Securities Exchange Act of
1934, as amended, or any regulation issued pursuant thereto, including, without
limitation, Regulations G, T and X of the Board of Governors of the Federal
Reserve System, 12 C.F.R., Chapter II. Neither the Company nor any Subsidiary
owns or intends to carry or purchase any "margin stock" within the meaning of
said Regulation G. None of the proceeds from the sale of the Notes will be
used to purchase, or refinance any borrowing the proceeds of which were used to
purchase, any "security" within the meaning of the Securities Exchange Act of
1934, as amended.

15. Private Offering. Neither the Company, directly or
indirectly, nor any agent on its behalf has offered or will offer the Notes or
any similar Security or has solicited or will solicit an offer to acquire the
Notes or any similar Security from or has otherwise approached or negotiated or
will approach or negotiate in respect of the Notes or any similar Security with
any Person other than the Purchasers and not more than ten other institutional
investors, each of whom was offered a portion of the Notes at private sale for
investment. Neither the Company, directly or indirectly, nor any agent on its
behalf has offered or will offer the Notes or any similar Security or has
solicited or will solicit an offer to acquire the Notes or any similar Security
from any Person so as to bring the issuance and sale of the Notes within the
provisions of Section 5 of the Securities Act of 1933, as amended.

16. ERISA. The consummation of the transactions provided for
in the Agreements and compliance by the Company with the provisions thereof and
the Notes issued thereunder will not involve any prohibited transaction within
the meaning of ERISA or Section 4975 of the Code. Each Plan complies in all
material respects with all applicable statutes and governmental rules and
regulations, and (a) no Reportable Event has occurred and is continuing with
respect to any Plan, (b) neither the Company nor any ERISA Affiliate has
withdrawn from any Plan or Multiemployer Plan or instituted steps to do so, and
(c) no steps have been instituted to terminate any Plan. No condition exists
or event or transaction has occurred in connection with any Plan which could
result in the incurrence by the Company or any ERISA Affiliate of any material
liability, fine or penalty. No Plan maintained by the Company or any ERISA
Affiliate, nor any trust created thereunder, has incurred any "accumulated
funding deficiency" as defined in Section 302 of ERISA nor does the present
value of all benefits vested under all Plans exceed, as of the last annual
valuation date, the value of the assets of the Plans allocable to such vested
benefits. Neither the Company nor any ERISA Affiliate has any contingent
liability with respect to any post-retirement "welfare benefit plan" (as such
term is defined in ERISA) except as has been disclosed to the Purchasers.

B-4

216

<PAGE> 56

17. Compliance with Law. Neither the Company nor any
Restricted Subsidiary (a) is in violation of any law, ordinance, franchise,
governmental rule or regulation to which it is subject; or (b) has failed to
obtain any license, permit, franchise or other governmental authorization
necessary to the ownership of its property or to the conduct of its business,
which violation or failure to obtain would materially adversely affect the
business, prospects, profits, properties or condition (financial or otherwise)
of the Company and its Restricted Subsidiaries, taken as a whole, or impair the
ability of the Company to perform its obligations contained in the Agreements
or the Notes. Neither the Company nor any Restricted Subsidiary is in default
with respect to any order of any court or governmental authority or arbitration
board or tribunal.

18. Compliance with Environmental Laws. The Company is not in
violation of any applicable Federal, state, or local laws, statutes, rules,
regulations or ordinances relating to public health, safety or the environment,
including, without limitation, relating to releases, discharges, emissions or
disposals to air, water, land or ground water, to the withdrawal or use of
ground water, to the use, handling or disposal of polychlorinated biphenyls
(PCBs), asbestos or urea formaldehyde, to the treatment, storage, disposal or
management of hazardous substances (including, without limitation, petroleum,
crude oil or any fraction thereof, or other hydrocarbons), pollutants or
contaminants, to exposure to toxic, hazardous or other controlled, prohibited
or regulated substances which violation could have a material adverse effect on
the business, prospects, profits, properties or condition (financial or
otherwise) of the Company and its Restricted Subsidiaries, taken as a whole.
The Company does not know of any liability or class of liability of the Company
or any Restricted Subsidiary under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et
seq.), or the Resource Conservation and Recovery Act of 1976, as amended (42
U.S.C. Section 6901 et seq.).

19. Investment Company Act. Neither the Company nor any
Subsidiary is an "investment company" or an "affiliated person" of any
"investment company" or a company "controlled" by an "investment company", as
such terms are defined in the Investment Company Act of 1940, as amended.

20. Foreign Trade. Neither the Sale of the Notes nor the use
of the proceeds thereof will violate any regulation of the United States
Treasury Department contained in 31 CFR Subtitle 3, Chapter V, as amended.

B-5

217
<PAGE> 57

SUBSIDIARIES OF THE COMPANY

1. RESTRICTED SUBSIDIARIES:

<TABLE>
<CAPTION>
PERCENTAGE OF VOTING STOCK
NAME OF JURISDICTION OF OWNED BY COMPANY AND
SUBSIDIARY INCORPORATION EACH OTHER SUBSIDIARY
<S> <C> <C>
Colonial Sugars, Inc. Delaware 100
Everglades Sugar Refining, Inc. Florida 100
Michigan Sugar Co. Michigan 100
Phoenix Packaging Delaware 100
Raceland Sugars, Inc. Delaware 100
Savannah Foodservice, Inc. Delaware 100
Food Carrier, Inc. Georgia 100
Savannah Investment Co. Delaware 100
Savannah Sugar Ref. Co. Georgia 100
</TABLE>

2. Unrestricted Subsidiaries:

<TABLE>
<CAPTION>
PERCENTAGE OF VOTING STOCK
NAME OF JURISDICTION OF OWNED BY COMPANY AND
SUBSIDIARY INCORPORATION EACH OTHER SUBSIDIARY
<S> <C> <C>
Biomass Corporation Delaware 100
Chatham Sugar Corp. Delaware 100
South Coast Sugars, Inc. Delaware 100
Sunaid of Florida, Inc. Delaware 100
</TABLE>

ANNEX A
(to Closing Certificate)

218
<PAGE> 58

DESCRIPTION OF DEBT AND LEASES

1. Current Debt of the Company and its Restricted Subsidiaries
outstanding on June 30, 1992 is as follows:

NONE

2. Funded Debt (other than Capitalized Rentals) of the Company and
its Restricted Subsidiaries outstanding on June 30, 1992 is as
follows:

<TABLE>
<CAPTION>
OUTSTANDING
DESCRIPTION PRINCIPAL
<S> <C>
Savannah Foods & Industries, Inc.

$5,000,000 aggregate principal amount 8-3/4% Senior Notes due 12/1/92 $ 500,000

$2,350,000 Savannah Port Authority Pollution Control Revenue Bonds 1,380,000
(Savannah Foods & Industries, Inc. Project), Series 1983 (final
maturity 11/1/2001)

$1,000,000 Savannah Port Authority Revenue Bonds (Savannah Foods & 765,000
Industries, Inc. Project), Series 1974 (final maturity 8/1/98)

Revolving Credit Facility with Chase Manhattan Bank, N.A., providing for 15,000,000
up to $15,000,000 principal amount of loans at variable rates of
interest, terminating 12/21/95

Revolving Credit Facility with Wachovia Bank of Georgia, providing for 15,000,000
up to $20,000,000 principal amount of loans at variable rates of
interest, terminating 5/1/98

Revolving Credit Facility with Second National Bank of Saginaw, 10,000,000
providing for up to $10,000,000 principal amount of loans at
variable rates of interest, terminating 10/31/97
</TABLE>

ANNEX B
(to Closing Certificate)

219
<PAGE> 59

<TABLE>
<S> <C>
Revolving Credit Facility with Trust Company Bank of Georgia, providing 10,000,000
for up to $20,000,000 principal amount of loans at variable
rates of interest, terminating 6/1/97

Revolving Credit Facility with National Bank of Detroit, providing for 10,000,000
up to $10,000,000 principal amount of loans at variable rates of
interest, terminating 6/30/98

ESOP Loan with NationsBank, providing for up to $10,000,000 principal 5,500,000
amount of ESOP loans at variable rates of interest, maturing
10/24/99

ESOP Loan with National Bank of Detroit, variable rate of interest, 10,000,000
maturing 10/9/97

Industrial Revenue Bonds (International Automated Machines Project), 535,000
maturing 1995

Industrial Development Authority of the City of Visalia Georgia 2,500,000
$2,500,000 Industrial Development Revenue Bonds (Savannah Foods &
Industries Project), Series 1990, variable interest rate, maturing
2005

Non-Compete Agreement providing for total payments of $2,560,000, 1,666,953
maturing 1994

$7,000,000 Hendry County Industrial Development Authority Industrial 7,000,000
Development Revenue Bonds (Savannah Foods & Industries Project),
variable interest rate, maturing 2017

Michigan Sugar Company (Industrial Development Revenue Bonds Guaranteed by
Company)

Michigan Job Development Authority Industrial Development Revenue Bonds
(Michigan Sugar Company (Sebewaing Project), Series 1985, 4,500,000
variable interest rate, maturing 2000
</TABLE>

Annex B-2

220

<PAGE> 60

<TABLE>
<S> <C>
Michigan Industrial Development Revenue Bonds (Michigan Sugar Company 4,500,000
(Croswell Project), variable interest rate, maturing 2000

Michigan Industrial Development Revenue Bonds (Michigan Sugar Company 3,500,000
(Caro Project), variable interest rate, maturing 2003

Michigan Strategic Fund Industrial Development Revenue Bonds (Michigan 6,000,000
Sugar Company (Carrollton Project), Series 1992, variable interest
rate, maturing 2007

Land Mortgage, maturing 1995 22,500

TOTAL: $108,369,453
</TABLE>

3. Long-Term Leases of the Company and its Restricted Subsidiaries
outstanding on June 30, 1992 are as follows:

<TABLE>
Savannah Foods & Industries, Inc., lessee

<S> <C>
Savannah Airport Commission - hangar lease on
1.04 acres Expiration: 11-21-2010

Savannah Airport Commission - Lease by builders
transport and assumption by SFI on airport hangar Expiration: 7-31-99

Raceland Sugars, Inc., lessee

Agricultural Lease - Clovelly Farms Expiration: 12-31-95

Property Lease in Terrebonne Parish Expiration: 12-31-96

Sugar Cane Lease at Ashton Plantation Expiration: 12-31-97
</TABLE>

4. Capitalized Leases of the Company and its Restricted Subsidiaries
outstanding on June 30, 1992 are as follows:

NONE

Annex B-3

221
<PAGE> 61

DESCRIPTION OF SPECIAL COUNSEL'S CLOSING OPINION

The closing opinion of Chapman and Cutler, special counsel to the
Purchasers, called for by Section Section 4.1 of the Note Agreements, shall be
dated the related Closing Date and addressed to the Purchasers, shall be
satisfactory in form and substance to the Purchasers and shall be to the effect
that:

1. The Company is a corporation, validly existing and in good
standing under the laws of the State of Delaware and has the corporate
power and the corporate authority to execute and deliver the Note
Agreements and to issue the Notes.

2. The Note Agreements have been duly authorized by all
necessary corporate action on the part of the Company, have been duly
executed and delivered by the Company and constitute the legal, valid and
binding obligations of the Company enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent conveyance or
similar laws affecting creditors' rights generally, and general
principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at law).

3. The Notes have been duly authorized by all necessary
corporate action on the part of the Company, have been duly executed and
delivered by the Company and constitute the legal, valid and binding
obligations of the Company enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent conveyance or similar laws
affecting creditors' rights generally, and general principles of equity
(regardless of whether the application of such principles is considered
in a proceeding in equity or at law).

4. The issuance, sale and delivery of the Notes under the
circumstances contemplated by the Note Agreements do not, under existing
law, require the registration of the Notes under the Securities Act of
1933, as amended, or the qualification of an indenture under the Trust
Indenture Act of 1939, as amended.

The opinion of Chapman and Cutler shall also state that the opinion of
Miller, Simpson & Tatum is satisfactory in scope and form to Chapman and Cutler
and that, in their opinion, the Purchasers are justified in relying thereon.

In rendering the opinion set forth in paragraph 1 above, Chapman and
Cutler may rely solely upon an examination of the Certificate of Incorporation
certified by, and a certificate of good standing of the Company from, the
Secretary of State of the State of Delaware and the By-laws of the Company.

With respect to matters of fact upon which such opinion is based, Chapman
and Cutler may rely on appropriate certificates of public officials and
officers of the Company.

EXHIBIT C
(to Note Agreement)

222
<PAGE> 62

DESCRIPTION OF CLOSING OPINION
OF COUNSEL TO THE COMPANY

The closing opinion of Miller Simpson & Tatum, counsel for the Company,
which is called for by Section 4.1 of the Note Agreements, shall be dated the
related Closing Date and addressed to the Purchasers, shall be satisfactory in
scope and form to the Purchasers and shall be to the effect that:

1. The Company is a corporation, duly incorporated, validly
existing and in good standing under the laws of the State of Delaware,
has the corporate power and the corporate authority to execute and
perform the Note Agreements and to issue the Notes and has the full
corporate power and the corporate authority to conduct the activities in
which it is now engaged and is duly licensed or qualified and is in good
standing as a foreign corporation in each jurisdiction in which the
character of the properties owned or leased by it or the nature of the
business transacted by it makes such licensing or qualification
necessary.

2. Each Subsidiary is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and is duly licensed or qualified and is in good standing
in each jurisdiction in which the character of the properties owned or
leased by it or the nature of the business transacted by it makes such
licensing or qualification necessary and all of the issued and
outstanding shares of capital stock of each such Subsidiary have been
duly issued, are fully paid and non-assessable and are owned by the
Company, by one or more Subsidiaries, or by the Company and one or more
Subsidiaries.

3. Each Note Agreement has been duly authorized by all necessary
corporate action on the part of the Company, has been duly executed and
delivered by the Company and constitutes the legal, valid and binding
contract of the Company enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance or similar laws
affecting creditors' rights generally, and general principles of equity
(regardless of whether the application of such principles is considered
in a proceeding in equity or at law).

4. The Notes have been duly authorized by all necessary
corporate action on the part of the Company, have been duly executed and
delivered by the Company and constitute the legal, valid and binding
obligations of the Company enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent conveyance or similar laws
affecting creditors' rights generally, and general principles of equity
(regardless of whether the application of such principles is considered
in a proceeding in equity or at law).

5. No approval, consent or withholding of objection on the part
of, or filing, registration or qualification with, any governmental body,
Federal or state, is necessary in connection with the execution and
delivery of the Note Agreements or the Notes.

EXHIBIT D
(to Note Agreement)

223
<PAGE> 63

6. The issuance and sale of the Notes and the execution,
delivery and performance by the Company of the Note Agreements do not
conflict with or result in any breach of any of the provisions of or
constitute a default under or result in the creation or imposition of any
Lien upon any of the property of the Company pursuant to the pro visions
of the Articles of Incorporation or By-laws of the Company or any
agreement or other instrument known to such counsel to which the Company
is a party or by which the Company may be bound.

7. The issuance, sale and delivery of the Notes under the
circumstances contemplated by the Note Agreements do not, under existing
law, require the registration of the Notes under the Securities Act of
1933, as amended, or the qualification of an indenture under the Trust
Indenture Act of 1939, as amended.

The opinion of Miller Simpson & Tatum shall cover such other matters
relating to the sale of the Notes as the Purchasers may reasonably request.
With respect to matters of fact on which such opinion is based, such counsel
shall be entitled to rely on appropriate certificates of public officials and
officers of the Company.

D-2

224
<PAGE> 64

FORM OF LETTER OF TRANSFER

[Date]

Savannah Foods & Industries, Inc.
Two East Bryan
Savannah, Georgia 31402

Re: Transfer of $_______ Principal Amount of [8.35% Series A
Senior Note][7.15% Series B Senior Note] Due November 1, 2002 (the
"Note") From [Seller] to [Secondary Purchaser]

Dear Sirs:

Pursuant to Section Section 9.1 of the Note Agreement dated as of
September 1, 1992 (the "Note Agreement") between Savannah Foods & Industries,
Inc. (the "Company") and [Name of Seller] (the "Seller"), this letter is to
advise you that the Seller has transferred the Note or a portion thereof in the
above-referenced principal amount to [Secondary Purchaser] (the "Secondary
Purchaser"). In connection with such transfer the Secondary Purchaser and the
Seller hereby request that the Company deliver to the Secondary Purchaser a new
[8.35% Series A Senior Note][7.15% Series B Senior Note] Due November 1, 2002
in the above-referenced principal amount in the form of Exhibit A to the Note
Agreement and otherwise in the form contemplated by Section Section 9.1 of the
Note Agreement (the "New Note").

1. For the purposes of making any payment to the Secondary Purchaser of
principal of and interest or premiums, if any, on the New Note, or any other
amount payable thereunder, such payment shall be made to the following account:

[Bank]
[Address]
[ABA No: ]
[Account No: ]
[Reference: ]

2. For the purpose of giving any notice or providing information to the
Secondary Purchaser required under the New Note or the Note Agreement, any such
notice or information shall be delivered to the Secondary Purchaser at the
following address:

[Address]
[Attention: ]
[Telephone: ]
[Telecopy: ]

EXHIBIT E
(to Note Agreement)

225
<PAGE> 65

3. Please deliver the registered New Note to the Purchaser via
overnight courier at the following address:

4. [TO BE COMPLETED IF LESS THAN 100% OF THE NOTES OF THE SELLER ARE
BEING SOLD.] Please deliver to the Seller a Note in the remaining principal
amount of $______________ substantially in the form of Exhibit A to the Note
Agreement via overnight courier at the following address:

[SELLER]

By
-------------------------------
Name:
Title:

[SECONDARY PURCHASER]

By
-------------------------------
Name:
Title:

E-2

226

<PAGE> 1

Exhibit 10-6
Page 1

AMENDMENT NO. 2
TO THE DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
OF
SAVANNAH FOODS & INDUSTRIES, INC. AND SUBSIDIARIES

THIS AMENDMENT NO. 2 is made this 13th day of December, 1993 by
Savannah Foods & Industries, Inc. (the "Company").

W I T N E S E T H:

WHEREAS the Board of Directors of the Company adopted the Amendment and
Restatement of the Deferred Compensation Plan for Key Employees of Savannah
Foods & Industries, Inc. and Subsidiaries, effective August 1, 1990 and as
subsequently amended in that Amendment No. 1 dated October 16, 1992 (the
"Plan"); and

WHEREAS the Board deems it to be in the best interests of the Company
to change the timing and method of Severance Benefits attributable to future
Deferral Elections and to allow the Committee to annually limit the amount to
be deferred by Participants under the Plan.

NOW, THEREFORE, effective the day and year first above written, the
Plan is amended as set forth below.

ITEM ONE

Section 5.2 is rewritten to read as follows:

5.2 TIMING AND METHOD.

(a) Pre-1994 Deferral Elections. For Deferral Elections which
are executed and delivered to the Committee prior to January 1, 1994
and to the extent such Deferral Elections are effective for a calendar
year or years beginning prior to January 1, 1994 (Pre-1994 Deferral
Elections"):

227
<PAGE> 2

Exhibit 10-6
Page 2

(i) If at the time of Severance, the Participant has
neither attained age 55 nor accrued 15 Years of Service, then
payment of the Severance Benefit attributable to such Pre-1994
Deferral Elections shall equal the amount of the Participant's
total Deferrals and Deemed Deferrals under the Plan
attributable to Pre-1994 Deferral Elections plus interest
credited with respect to such Deferrals and Deemed Deferrals
at the rate of 7% per annum, compounded annually. Payment
shall be made in lump sum in the month next following the
month of Severance.

(ii) If at the time of Severance the Participant has
either attained age 55 or accrued 15 Years of Service, then
payment of the Severance Benefit attributable to such Pre-1994
Deferral Elections shall begin the first January following the
Participant's attainment of Normal Retirement Age and shall
continue in each month thereafter until 180 payments are made.
Each monthly payment shall equal the sum of the monthly
payments payable pursuant to all of the Participant's Pre-1994
Deferral Elections. The monthly amount payable pursuant to
such pre-1994 Deferral Elections shall equal the monthly
Normal Retirement Benefit amount stated in the Schedule
attached to each such Deferral Election.

(b) Post-1993 Deferral Elections. For those Deferral
Elections not otherwise described in Section 5.2(a) above ("Post-1993
Deferral Elections"):

228
<PAGE> 3

Exhibit 10-6
Page 3

(i) If at the time of Severance, the Participant has not
attained age 60, then payment of the Severance Benefit
attributable at such Post-1993 Deferral Elections shall equal
the amount of the Participant's total Deferrals and Deemed
Deferrals under the Plan attributable to Post-1993 Deferral
Elections plus interest credited with respect to such
Deferrals and Deemed Deferrals at the rate of 7% per annum,
compounded annually. Payment shall be made in lump sum in the
month next following the month of Severance.

(ii) If at the time of Severance the Participant has
attained age 60, then payment attributable to Post-1993
Deferral Elections shall be made under the provisions of
Section 3.2 hereof as if the Participant had elected Early
Retirement.

ITEM TWO

Section 1.10 is rewritten to read as follows:

1.10 DEFERRAL ELECTION: The Participant's irrevocable
written election, made in accordance with Article 2 and substantially
in the form attached hereto as Exhibit A and as approved by the
Committee, to forgo the receipt of a stipulated amount of salary.
Amounts so foregone are called "Deferrals".

ITEM THREE

Section 2.4(c) is inserted as follows:

2.4 DEFERRAL ELECTIONS. (c) No Deferral Election is
effective for deferring any dollar amount of salary except to

229
<PAGE> 4

Exhibit 10-6
Page 4

the extent such election is accepted and approved by the Committee in
the exercise of its sole discretion. Thus, the Committee, may, as to
each employee submitting a Deferral Election, limit the dollar amount
of salary which may be deferred or completely disallow any salary
deferral as to such Deferral Election.

IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed as of the day and year first above written.

SAVANNAH FOODS & INDUSTRIES, INC.
[SEAL]
Attest:
/S/W. R. Steinhauer By: /S/William W. Sprague, III
- ---------------------- ------------------------------
Assistant Secretary President
- ---------------------- ------------------

230

<PAGE> 1
Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of (i) the Registration Statement on Form S-8 (No. 2-63448),
as amended April 3, 1992 pertaining to the Monthly Investment Plan for
Employees of Savannah Foods & Industries, Inc., and (ii) the Registration
Statement of Form S-8 (No. 2-94678), as amended October 18, 1994, pertaining to
the Employee Retirement Savings Account Plan of Savannah Foods & Industries,
Inc., of our report dated November 18, 1994, appearing on page 15 of this Form
10-K.

PRICE WATERHOUSE LLP

Savannah, Georgia
December 29, 1994

231

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SAVANNAH FOODS INDUSTRIES INC. FOR THE YEAR ENDED
OCTOBER 2, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-02-1994
<PERIOD-END> OCT-02-1994
<CASH> 28,436
<SECURITIES> 0
<RECEIVABLES> 75,776
<ALLOWANCES> 0
<INVENTORY> 85,340
<CURRENT-ASSETS> 198,880
<PP&E> 241,885
<DEPRECIATION> 180,810
<TOTAL-ASSETS> 486,127
<CURRENT-LIABILITIES> 85,140
<BONDS> 140,224
<COMMON> 17,365
0
0
<OTHER-SE> 170,809
<TOTAL-LIABILITY-AND-EQUITY> 486,127
<SALES> 1,074,367
<TOTAL-REVENUES> 1,074,367
<CGS> 971,706
<TOTAL-COSTS> 971,706
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,380
<INCOME-PRETAX> 8,606
<INCOME-TAX> 2,863
<INCOME-CONTINUING> 5,743
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,743
<EPS-PRIMARY> .22
<EPS-DILUTED> 0

</TABLE>