Master Agreement Regarding Amendments to The Amalgamated Sugar Company Documents (October 19, 2000)

Summary

This agreement, dated October 19, 2000, is between The Amalgamated Sugar Company LLC, Snake River Sugar Company, Valhi, Inc., Amalgamated Collateral Trust, ASC Holdings, First Security Bank, and several insurance companies. The parties agree to make coordinated amendments to various existing company and financing documents. The agreement requires all parties to sign related amendment documents before any changes become effective. Its purpose is to update and align the terms of multiple agreements related to the company's structure and borrowings.

EX-10.1 2 0002.txt EXECUTION COPY MASTER AGREEMENT REGARDING AMENDMENTS TO THE AMALGAMATED SUGAR COMPANY DOCUMENTS This Master Agreement Regarding Amendments to The Amalgamated Sugar Company Documents (this "Master Agreement") is dated October 19, 2000, and is made by and among The Amalgamated Sugar Company LLC, a Delaware limited liability company (the "LLC"), Snake River Sugar Company, an Oregon cooperative corporation ("SRSC"), Valhi, Inc., a Delaware corporation ("Valhi"), Amalgamated Collateral Trust, a Delaware business trust (the "SPT"), ASC Holdings, Inc., a Utah corporation ("ASC"), First Security Bank, National Association, as Collateral Agent under that certain Collateral Agency and Paying Agency Agreement dated as of May 14, 1997 ("FSB"), the holders (the "Senior Noteholders") of SRSC's 10.80% Senior Notes due April 30, 2009 (the "Senior Notes") and U.S. Bank National Association ("U.S. Bank"), as agent of the Working Capital Agreement dated as of January 3, 1997 among the LLC and the banks named therein, as amended. PRELIMINARY STATEMENTS Each of the parties to this Master Agreement is also a party to some or all of various documents related to the formation of or borrowings by the LLC or the affiliates of the LLC. The parties to this Master Agreement have determined that it is in their respective best interests to make comprehensive modifications to those documents. THEREFORE, the parties hereto have agreed to enter into each of the following documents to which they are a party (collectively, the "Agreements"), which Agreements are to become effective contemporaneously: (a) The Third Amendment to Company Agreement, dated October 19, 2000, by and between the SPT, SRSC and the LLC, and acknowledged by FSB, the Senior Noteholders and U.S. Bank, which shall be in the form of Exhibit A hereto; (b) That certain Third Amendment to Subordinated Loan Agreement, dated October 19, 2000, by and between SRSC and Valhi and acknowledged by FSB and the Senior Noteholders, which shall be in the form of Exhibit B hereto; (c) The Contingent Subordinate Pledge Agreement, dated October 19, 2000, by and among SRSC and Valhi, and acknowledged by FSB and the Senior Noteholders, which shall be in the form of Exhibit C hereto; (d) The Contingent Subordinate Security Agreement, dated October 19, 2000, by and among SRSC and Valhi, and acknowledged by FSB and the Senior Noteholders, which shall be in the form of Exhibit D hereto; (e) The Contingent Subordinate Collateral Agency and Paying Agency Agreement, dated October 19, 2000, by and between SRSC, Valhi and FSB and acknowledged by the Senior Noteholders, which shall be in the form of Exhibit E hereto; (f) The First Amendment to Voting Rights and Forbearance Agreement, dated October 19, 2000, by and among the SPT, ASC and FSB, and as acknowledged by the LLC, which shall be in the form of Exhibit F hereto; (g) The First Amendment to Option Agreements, dated October 19, 2000, by and among SRSC, Valhi and the Senior Noteholders, which shall be in the form of Exhibit G hereto; (h) The Second Amendment to Note Purchase Agreements, dated October 19, 2000, by and between SRSC and the Senior Noteholders, which shall be in the form of Exhibit H hereto; (i) The First Amendment to the Distributable Cash Collateral Account Agreement dated October 19, 2000, by and between SRSC and FSB, which shall be in the form of Exhibit I hereto; and (j) The First Amendment to the Subordination Agreement dated October 19, 2000, by and between SRSC and Valhi, and as accepted by the Senior Noteholders and FSB, which shall be in the form of Exhibit J hereto. NOW, THEREFORE, in consideration of the foregoing and for other good and sufficient consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. The execution and delivery of all of the Agreements by each party thereto shall be considered a condition precedent to the initial effectiveness of each and every Agreement. 2. Delivery of executed Agreements shall be made to each party to this Master Agreement at the address shown following such party's signature below. WITNESS WHEREOF, the parties have caused this Master Agreement to be executed by their duly authorized representatives as of October 19, 2000. [The remainder of this page intentionally left blank] THE AMALGAMATED SUGAR COMPANY LLC, a Delaware limited liability company By:/s/ David L. Budge --------------------------------------- Name: --------------------------------------- Its: --------------------------------------- Address: The Amalgamated Sugar Company LLC c/o Snake River Sugar Company 2427 Lincoln Avenue, P.O. Box 1520 Ogden, Utah 84402 Attention: --------------------------------------- SNAKE RIVER SUGAR COMPANY, an Oregon cooperative corporation By:/s/ Lawrence L. Corry --------------------------------------- Name: --------------------------------------- Its: --------------------------------------- Address: Snake River Sugar Company 2427 Lincoln Avenue, P.O. Box 1520 Ogden, Utah 84402 Attention: --------------------------------------- VALHI, INC., a Delaware corporation By:/s/ Steven L. Watson --------------------------------- Name: --------------------------------- Its: --------------------------------- Address: Valhi, Inc. Three Lincoln Centre 5430 LBJ Freeway, Suite 1700 Dallas, Texas ###-###-#### Attention: General Counsel AMALGAMATED COLLATERAL TRUST, a Delaware business trust By: ASC HOLDINGS, INC., as Company Trustee By:/s/ Steven L. Watson ------------------------------------ Name: ------------------------------------ Its: ------------------------------------ Address: Amalgamated Collateral Trust c/o Valhi, Inc. Three Lincoln Centre 5430 LBJ Freeway, Suite 1700 Dallas, Texas ###-###-#### Attention: General Counsel ASC HOLDINGS, INC., a Utah corporation By:/s/ Steven L. Watson -------------------------------- Name: -------------------------------- Its: -------------------------------- Address: ASC Holdings, Inc. c/o Valhi, Inc. Three Lincoln Centre 5430 LBJ Freeway, Suite 1700 Dallas, Texas ###-###-#### Attention: General Counsel FIRST SECURITY BANK, NATIONAL ASSOCIATION, as Collateral Agent under that certain Collateral Agency Agreement dated as of May 14, 1997 By:/s/ C. Scott Nielsen --------------------------------- Name: ------------------------------- Its: -------------------------------- Address: First Security Bank, National Association 79 South Main Street Corporate Trust Department Salt Lake City, Utah 8411 Attention: -------------------------------------- THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:/s/ Joseph Alouf ------------------------------------------- Name: ------------------------------------------- Its: ------------------------------------------- Address: ------------------------------------------- Attention: ------------------------------------------- CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: CIGNA INVESTMENTS, INC. By:/s/ Stephen H. Wilson ---------------------------------------- Name: ---------------------------------------- Its: ---------------------------------------- Address: ---------------------------------------- Attention: ---------------------------------------- LIFE INSURANCE COMPANY OF NORTH AMERICA By: CIGNA INVESTMENTS, INC. By:/s/ Stephen H. Wilson ----------------------------------------- Name: ----------------------------------------- Its: ----------------------------------------- Address: ----------------------------------------- Attention: ----------------------------------------- MINNESOTA LIFE INSURANCE COMPANY By: Advantus Capital Management, INc. By:/s/ Annette Masterson ------------------------------------------ Name: ------------------------------------------ Its: ------------------------------------------ Address: ------------------------------------------ Attention: ------------------------------------------ THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: LINCOLN INVESTMENT MANAGEMENT, INC. Its Attorney-in-Fact By:/s/ Annette M. Teders ------------------------------------------ Its: ------------------------------------------ Address: ------------------------------------------ Attention: ------------------------------------------ LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK By: LINCOLN INVESTMENT MANAGEMENT, INC. Its Attorney-in-Fact By:/s/ Annette M. Teders ------------------------------------------ Its: ------------------------------------------ Address: ------------------------------------------ Attention: ------------------------------------------ U.S. BANK NATIONAL ASSOCIATION, as agent under that certain Working Capital Agreement dated as of January 3, 1997, as amended. By:/s/ Janice T. Thede ------------------------------------------ Name: ------------------------------------------ Its: ------------------------------------------ Address: ------------------------------------------ Attention: ------------------------------------------ EXHIBIT A The Third Amendment to Company Agreement EXHIBIT B Third Amendment to Subordinated Loan Agreement EXHIBIT C The Contingent Subordinate Pledge Agreement EXHIBIT D The Contingent Subordinate Security Agreement EXHIBIT E The Contingent Subordinate Collateral Agency and Paying Agency Agreement EXHIBIT F The First Amendment to Voting Rights and Forbearance Agreement EXHIBIT G The First Amendment to Option Agreement EXHIBIT H Second Amendment to Note Purchase Agreements EXHIBIT I First Amendment to Distributable Cash Collateral Account Agreement EXHIBIT J First Amendment to Subordination Agreement