EXECUTION COPY
                                                               EXHIBIT 10.3

                  SECOND AMENDED AND RESTATED PLEDGE AGREEMENT


     THIS SECOND AMENDED AND RESTATED  PLEDGE  AGREEMENT  (this  "AGREEMENT") is
entered  into as of October 14,  2005,  between  SNAKE RIVER SUGAR  COMPANY,  an
Oregon cooperative (the "COMPANY"),  as secured party, and ASC HOLDINGS, INC., a
Utah corporation  ("ASC";  formerly known as The Amalgamated Sugar Company),  as
debtor.

     WHEREAS,  pursuant  to a Pledge  Agreement  and a Limited  Recourse  Pledge
Agreement,  each dated  January 3, 1997 and each  between  the  Company  and ASC
(collectively,  the "ORIGINAL PLEDGE AGREEMENTS"),  ASC granted to the Company a
security interest in the limited liability company interest (the "AGM INTEREST")
held by ASC in The Amalgamated  Sugar Company LLC, a Delaware limited  liability
company (the "LLC");

     WHEREAS,  ASC  granted  such  security  interest  in  order to  secure  the
obligations  of Valhi,  Inc.  ("VALHI"),  the  indirect  holder of 100% of ASC's
outstanding  stock under (i) that  certain  Subordinated  Promissory  Note dated
January 3, 1997, in aggregate  principal amount of $37,500,000,  issued by Valhi
to the  Company  (the  "SUBORDINATED  PROMISSORY  NOTE")  and (ii) that  certain
Limited Recourse  Promissory Note dated January 3, 1997, in aggregate  principal
amount of  $212,500,000,  issued by Valhi to the Company (the "LIMITED  RECOURSE
PROMISSORY NOTE," and together with the Subordinated Promissory Note, the "SNAKE
RIVER LOAN NOTES");

     WHEREAS,  pursuant  to  a  Deposit  Trust  Agreement  (the  "DEPOSIT  TRUST
AGREEMENT"),  dated as of May 14, 1997, as the same may be amended, supplemented
or  otherwise  modified  from time to time,  between  ASC and  Wilmington  Trust
Company, a Delaware banking  corporation,  as Resident Trustee,  ASC transferred
its  interest  in the AGM  Interest  to the  Amalgamated  Collateral  Trust (the
"TRUST"),  in exchange for a 100%  Certificate of Beneficial  Interest issued by
the Trust (the "CERTIFICATE");

     WHEREAS,  in connection with the transfer of the AGM Interest by ASC to the
Trust in exchange for the issuance of the  Certificate  by the Trust to ASC, ASC
and the Company  amended and restated the Original  Pledge  Agreements  in their
entirety and combined them into the Amended and Restated Pledge  Agreement dated
as of May 14, 1997 (the "FIRST AMENDED AND RESTATED PLEDGE AGREEMENT"), in order
to (i) reflect the change of the name of ASC from The Amalgamated  Sugar Company
to ASC Holdings,  Inc.,  (ii)  acknowledge  the transfer of the  Collateral  (as
defined in the Original Pledge  Agreements) to the Trust, (iii) acknowledge that
the security  interest in the AGM Interest granted by the Trust pursuant to that
certain  Pledge  Agreement  (SPT)  dated as of May 14,  1997  ("ORIGINAL  PLEDGE
AGREEMENT  (SPT)")  replaced and  superseded  the  security  interest in the AGM
Interest  granted  by the  Existing  Pledge  Agreements,  and (iv)  grant to the
Company a security interest in ASC's interest in the Certificate; and

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     WHEREAS,  ASC and the Company desire to amend and restate the First Amended
and  Restated  Pledge  Agreement  in its  entirety,  as  reflected  herein,  and
therefore this Agreement  shall  supersede the First Amended and Restated Pledge
Agreement  in order to (i)  acknowledge  that the  security  interest in the AGM
Interest  granted by the Trust  pursuant to the Second  Pledge  Agreement  (SPT)
dated as of October 14, 2005 has replaced and superseded  the security  interest
in the AGM  Interest  granted  by the  Trust  pursuant  to the  Original  Pledge
Agreement (SPT) and (ii) continue to grant to the Company a security interest in
ASC's interest in the Certificate.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein contained, the parties hereto hereby agree as follows:

     1.  Pledge.  For  value  received,  ASC  grants to the  Company a  security
interest (the  "SECURITY  INTEREST") in (i) the  Certificate  and the beneficial
interest of ASC in the Trust,  (ii)  following a Snake Loan  Default (as defined
below),  all  dividends,  distributions  and cash  from  time to time  received,
receivable or otherwise  distributed in respect of or in exchange for any or all
of the  Certificate  and/or the  beneficial  interest in the Trust and (iii) any
other  interest of ASC in or relating to the AGM Interest (and following a Snake
Loan Default, all proceeds thereof) (the "COLLATERAL"). The Security Interest is
created to secure all obligations and indebtedness arising pursuant to the Snake
River  Loan  Notes and all  other  agreements  or  instruments  entered  into in
connection  therewith  (the  "OBLIGATIONS").   Except  as  provided  below,  the
Collateral  includes  all rights to  receive  future  distributions,  increases,
substitutions, accessions, voting rights or other property or benefits which ASC
receives or is entitled to receive or exercise on account of the Collateral. The
Collateral  shall not include and the Security  Interest shall  terminate and be
automatically  released  with  respect to (i)  rights to  Retained  Amounts  (as
defined in the Amended and Restated Company  Agreement of the Amalgamated  Sugar
Company LLC dated as of October 14, 2005 (the  "COMPANY  AGREEMENT OF LLC"),  as
the same may be amended,  supplemented or otherwise modified from time to time),
accrued prior to a Snake Loan Default and actually paid or distributed to ASC by
the Resident  Trustee (as defined in the Deposit  Trust  Agreement) of the Trust
pursuant  to the terms of the  Deposit  Trust  Agreement  prior to a Snake  Loan
Default  and (ii) any other cash  distributions  on  account  of the  Collateral
actually  paid  or  distributed  to ASC by the  Resident  Trustee  of the  Trust
pursuant to the  Deposit  Trust  Agreement  prior to a Snake Loan  Default.  The
Company shall not encumber or dispose, or attempt to encumber or dispose, of the
Collateral except in accordance with the provisions of this Agreement.  The term
"SNAKE  LOAN  DEFAULT"  means  any  default  under the Snake  River  Loan  Notes
permitting  or  resulting  in  acceleration  of  the  Snake  River  Loan  Notes.
Notwithstanding  anything  else  contained  in this  Agreement,  ASC  agrees and
acknowledges  that the terms of the Deposit Trust Agreement require the Resident
Trustee to segregate  certain  distributions  and other amounts  received by the
Trust  which  were paid by the LLC in respect  of the AGM  Interest  held by the
Trust  (the  "DESIGNATED  DISTRIBUTIONS"),   including  without  limitation  any
distribution  paid by the LLC in  respect  of  Retained  Amounts,  and that such
Designated  Distributions are to be paid, on behalf of the Company, to the Agent
(as defined  below) for the Senior  Notes (as defined  below) for the benefit of
the  holders of such  Senior  Notes,  regardless  of whether or not a Snake Loan
Default  or any  acceleration  of the Snake  River Loan  Notes has  occurred  or
exists.

I         2. Voting and Other Rights. During the term of this Agreement, and
subject to any limitation contained in the Company Agreement of LLC or the
Deposit Trust Agreement, each as amended or restated through the date of this
Agreement, so long as the maturity dates of the Snake River Loan Notes have not
been accelerated as provided therein, ASC shall have the right to vote the
Collateral on all questions. Following acceleration of the maturity date of the
Subordinated Promissory Note or the Limited Recourse Promissory Note pursuant to
Section 7 or Section 6 thereof, respectively, ASC's right to vote the Collateral
shall terminate (provided that in the case of a partial acceleration of either
Snake River Loan Note, ASC's right to vote the Collateral shall terminate only
with respect to a portion of the Collateral equal to the portion of the Snake
River Loan Note(s) so accelerated).

     3.  Representations.  ASC  warrants  and  represents  (i) that there are no
restrictions on the transfer of any of the  Collateral,  other than as set forth
in the Deposit Trust  Agreement,  and (ii) this Agreement  constitutes the valid
and legally binding obligation of ASC,  enforceable in accordance with its terms
and  conditions,  as  enforceability  may  be  limited  by  or  subject  to  any
bankruptcy,  insolvency,  reorganization,  moratorium or similar laws  affecting
creditor  rights  generally,  and  subject to general  principles  of equity and
public policy  considerations.  ASC shall, at the request of the Agent, promptly
deliver  all  reasonable  further  instruments  and  documents,   and  take  all
reasonable  further actions,  in order to perfect the Security  Interest granted
herein and to otherwise  give effect to the  provisions of this  Agreement.  ASC
shall not grant any security interest in the Collateral,  other than pursuant to
(i) liens for taxes,  assessments or other governmental  charges not yet due and
payable, (ii) statutory liens of landlords, carriers,  warehousemen,  mechanics,
materialmen  and other  similar  liens  imposed by law which are incurred in the
ordinary  course of business for sums not more than thirty (30) days  delinquent
and (iii) liens incurred or deposits made in the ordinary  course of business in
connection with workers' compensation, unemployment insurance and other types of
social security,  statutory obligations,  surety and appeal bonds, bids, leases,
government contracts, trade contracts, performance and return-of-money bonds and
other similar obligations  (exclusive of obligations for the payment of borrowed
money).  ASC expects to derive benefit,  directly or indirectly,  from the funds
advanced  to Valhi by Snake  River in  exchange  for the Snake  River Loan Notes
because, among other reasons, (a) ASC, as an indirectly, wholly-owned subsidiary
of Valhi,  may from time to time  receive  capital  contributions  from Valhi to
support  its  operations,  and (b) Valhi  has  centralized  certain  management,
financial,  accounting,  administrative,  income tax, legal and risk  management
functions in one central office, and Valhi directly and indirectly provides such
services to ASC, from which ASC derives benefit.

     4. Adjustments.  In the event that, during the term of this Agreement,  any
reclassification,  readjustment  or  other  change  is  declared  or made in the
capital  structure of the issuer of the  Collateral,  all new,  substituted  and
additional interests or securities issued in respect of the Collateral by reason
of any such  change  shall be  delivered  to the  Agent and held by it under the
terms of this Agreement in the same manner as the Collateral  originally pledged
hereunder.

     5. Payment of the Snake River Loan Notes.  Upon payment of all principal of
and other amounts due on the Snake River Loan Notes, the Security Interest shall
be canceled and the Company and the Agent shall convey to ASC all  certificates,
documents and other instruments representing the Collateral.

     6.  Rights  of  the  Agent.   ASC  hereby   appoints  the  Agent  as  ASC's
attorney-in-fact  to do any act which ASC is obligated  by this  Agreement to do
and to do all  things  deemed  necessary  by the  Agent (or the  Company,  after
payment in full in cash of the Senior  Notes (as defined  below)) to perfect the
Security Interest and collect, preserve and enforce the Collateral, all at ASC's
cost and without any obligation on the Agent or the Company so to act.

     7. Default.  If,  pursuant to the terms and provisions of the  Subordinated
Promissory  Note or the Limited  Recourse  Promissory  Note,  the maturity  date
thereof  has been  accelerated  pursuant  to  Section 7 or  Section  6  thereof,
respectively,  the Agent may proceed to enforce payment of such Snake River Loan
Note or any part  thereof  and to  exercise  any and all rights and  remedies in
connection with the Collateral  provided by the Uniform Commercial Code in force
in the state of any  applicable  jurisdiction  (the "CODE"),  whether or not the
Code applies to the affected Collateral, as well as other rights and remedies in
connection  with the  Collateral  possessed by the Agent (or the Company,  after
payment  in full in cash of the  Senior  Notes (as  defined  below))  under this
Agreement.  For purposes of the notice requirements of the Code, the Company and
ASC agree that notice given at least five (5) business  days prior to the taking
of any action with respect to which notice is required is reasonable.  Except as
otherwise  provided,  all rights and remedies of the Company and Agent hereunder
are cumulative and may be exercised singly or concurrently,  and the exercise of
any right or remedy shall not be a waiver of any other. Notwithstanding anything
in this Agreement to the contrary, ASC shall not be liable to the Company or the
Agent for any deficiency or other amount  constituting the Obligations which the
Company or the Agent does not recover or obtain from the  Collateral,  except to
the extent of any funds  distributed to ASC by the Resident Trustee of the Trust
in violation of the terms and  provisions of this  Agreement,  the Deposit Trust
Agreement or the Company  Agreement of LLC, as such Deposit Trust  Agreement and
Company  Agreement  of LLC have been  amended or restated as of the date of this
Agreement.  If the amount  received by the Company or the Agent upon sale of the
Collateral is less than the amount of the  Obligations,  neither the Company nor
the Agent shall have further recourse to any assets or property of ASC.

     8. Acknowledgment. ASC hereby acknowledges and agrees that the Company will
assign and grant a security  interest in all of the Company's  rights in, to and
under this Agreement and the Collateral to Northwest Farm Credit Services, FLCA,
as agent (the " AGENT") for the benefit of the holders of the 7.61% Senior Notes
due September 30, 2012 (the "SENIOR  NOTES")  issued by the Company  pursuant to
the Note Purchase Agreement, each dated October 17, 2005, among the Company, the
Agent and the purchasers referred to therein (the "NOTE PURCHASE AGREEMENT"), as
the same may be amended,  supplemented or otherwise  modified from time to time,
as security for the  Company's  obligations  under the Senior Notes and the Note
Purchase  Agreement,  and  thereafter  the Agent  shall  have all of the  rights
granted to the Company hereunder. So long as the Agent has any security interest
in this Agreement or the Collateral,  the term "Company" shall include the Agent
for  all  purposes  under  this   Agreement.   The  Certificate  and  all  other
certificates and other  instruments which may constitute the Collateral shall be
endorsed in blank for  transfer,  or be  accompanied  by proper  instruments  of
assignment and transfer  properly endorsed in blank, and delivered to the Agent.
After the payment in full in cash of the Senior Notes, all references  herein to
the Agent shall be deemed references to the Company.

     9. Miscellaneous.

          (A) Parties Bound.  This Agreement  shall be binding upon and inure to
the  benefit  of the  parties  hereto  and their  respective  heirs,  executors,
administrators,  legal  representatives,  successors,  receivers,  trustees  and
assigns where permitted by this Agreement.

          (B)  Governing  Law. This  Agreement  shall be construed in accordance
with the Code and other applicable laws of the State of Washington.

          (C)  Modification.  This  Agreement  shall not be  amended  in any way
except by a written agreement signed by the parties hereto.

          (D)  Severability.  The  unenforceability  of any  provision  of  this
Agreement shall not affect the enforceability or validity of any other provision
hereof.

          (E) Notice.  Any notice  required to be given under this  Agreement or
under the Code shall be personally  delivered  (including  by overnight  courier
service) or deposited with the United States Postal  Service,  postage  prepaid,
certified with return receipt requested and addressed as follows:

                           If to the Company:

                                    Snake River Sugar Company
                                    3184 Elder Street
                                    Boise, Idaho, 83705
                                    Attn:  General Counsel

                           with a copy to:

                                    Northwest Farm Credit Services, FLCA
                                    1700 South Assembly Street
                                    Spokane, Washington  99224
                                    Attn:  Mr. Stacy Lavin


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                           and a copy to:

                                    Northwest Farm Credit Services, FLCA
                                    815 North College Road
                                    Twin Falls, Idaho 83303
                                    Attn:  Mr. Jack Hetherington


                           If to ASC:

                                    ASC Holdings, Inc.
                                    Three Lincoln Centre
                                    Suite 1700
                                    5430 LBJ Freeway
                                    Dallas, Texas 75240
                                    Attn:  General Counsel

Any party  hereto  may change  the  address  to which  notices to such party are
required to be sent by giving  notice of such  change in the manner  provided in
this Section 9E. All notices will be deemed to have been received on the date of
personal  delivery or on the third business day after mailing in accordance with
this Section 9E, except that any notice of a change of address will be effective
only upon actual receipt.

          (F) Waiver of ASC. ASC hereby waives  presentment,  demand,  notice of
dishonor,  protest,  notice of protest  and all other  notices  with  respect to
collection of the Collateral and the Snake River Loan Notes.



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IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.



ASC HOLDINGS, INC.


         By:      /s/Gregory M. Swalwell
                  -------------------------------------------------------------
                  Gregory M. Swalwell
                  Vice President


SNAKE RIVER SUGAR COMPANY

         By:      /s/Dave Budge
                  -------------------------------------------------------------
                  Dave Budge
                  Vice President