EXECUTION COPY
                                                                  EXHIBIT 10.1

                      PREPAYMENT AND TERMINATION AGREEMENT


     This Prepayment and Termination Agreement (this "Agreement") is dated as of
October 14, 2005 and is made by and between Valhi, Inc., a Delaware  corporation
("Valhi"),  Snake River Sugar Company, an Oregon cooperative corporation ("Snake
River") and Wells Fargo Bank Northwest, N.A. ("WFB", and formerly known as First
Security Bank, National Association).

                             PRELIMINARY STATEMENTS


A.   Snake River and Valhi are parties to a Subordinated  Loan  Agreement  dated
     January 3, 1997,  as amended  and  restated  May 14,  1997,  and as further
     amended as of November 30, 1998 and October 19, 2000  (collectively,  as so
     amended, the "Subordinated Loan Agreement").
B.   Snake  River and Valhi are  parties to a  Contingent  Subordinate  Security
     Agreement  dated  as of  October  19,  2000  (the  "Contingent  Subordinate
     Security Agreement").
C.   Snake  River and Valhi  are  parties  to a  Contingent  Subordinate  Pledge
     Agreement dated as of October 19, 2000 (the "Contingent  Subordinate Pledge
     Agreement").
D.   Snake  River,  Valhi  and  WFB  are  parties  to a  Contingent  Subordinate
     Collateral  Agency and Paying Agency Agreement dated as of October 19, 2000
     (the   "Contingent   Subordinate   Collateral   Agency  and  Paying  Agency
     Agreement").
E.   Snake River made a interest  payment to Valhi under the  Subordinated  Loan
     Agreement  on August  31,  2005 in the amount of  $1,137,847.23,  and Snake
     River made  additional  interest  payments to Valhi under the  Subordinated
     Loan  Agreement on September 30, 2005 in the amounts of  $1,963,541.67  and
     $2,400,000.00.
F.   Snake River is  currently  in  compliance  with all terms,  provisions  and
     covenants to which it is subject under the Subordinated Loan Agreement.
G.   Snake River desires to prepay an aggregate of $94,758,211.06 on October 18,
     2005 owed to Valhi  under the  Subordinated  Loan  Agreement,  using  funds
     generated from certain new senior  indebtedness of Snake River (the "Senior
     Notes")  issued  pursuant to the terms of a note  purchase  agreement  (the
     "Note Purchase  Agreement") dated as of October 17, 2005, and Valhi desires
     to  accept  such  prepayment,  in  return  for which  Valhi is  willing  to
     discharge Snake River's  remaining  obligations under the Subordinated Loan
     Agreement,  and certain other agreements  related to the Subordinated  Loan
     Agreement would be terminated.
H.   In connection  with Snake River's  issuance of the Senior Notes pursuant to
     the Note Purchase Agreement, certain agreements to which certain of Valhi's
     subsidiaries are a party will require amendment or restatement.

     NOW  THEREFORE,  in  consideration  of the  foregoing and upon the full and
complete  satisfaction of the conditions  precedent to the effectiveness of this
Agreement  set  forth in  Section 5 hereof,  and for other  good and  sufficient
consideration,  the  receipt  of which is hereby  acknowledged,  the  parties do
hereby agree as follows:


1.   Definitions.

     1.1. The terms "Subordinated Notes" and "Obligations" have the same meaning
          as defined in the Subordinated Loan Agreement.
     1.2. The term "Discharged Documents" means the Subordinated Loan Agreement,
          the  Subordinated  Notes and any ancillary  instruments,  documents or
          agreements related thereto.
     1.3. The term "ASC" means ASC  Holdings,  Inc., a Utah  corporation  and an
          indirectly, wholly-owned subsidiary of Valhi.
     1.4. The term "Trust" means the  Amalgamated  Collateral  Trust, a business
          trust  organized  under the laws of the state of Delaware,  whose sole
          Certificate of Beneficial Interest is held by ASC.

2.   Prepayment.  Notwithstanding  Section 8.1(g) or any other  provision of the
     Subordinated Loan Agreement, Valhi and Snake River agree that Snake River's
     $94,758,211.06  prepayment  under the  Subordinated  Loan Agreement will be
     applied  as  follows:  (i)  first,  $80  million  will  be  applied  to the
     outstanding  principal amount of the  Subordinated  Notes; and (ii) second,
     $14,758,211.06  will be applied to accrued and unpaid  interest owed on the
     Obligations.
3.   Discharge  and  Termination.   After  application  of  the   $94,758,211.06
     prepayment under the Subordinated  Loan Agreement as described in Section 2
     of this  Agreement,  Valhi and Snake  River  agree  that (i) all  remaining
     Obligations  of Snake  River  under  the  Discharged  Documents,  including
     without limitation the remaining amount of accrued and unpaid interest owed
     on the  Obligations,  shall be forgiven and discharged and the  Obligations
     and Discharged Documents shall be considered performed and satisfied;  (ii)
     Snake River shall be released from and owe no further  Obligations to Valhi
     under the  Discharged  Documents,  and Snake River shall be fully  released
     from  all  Obligations  under  the  Discharged  Documents;  and  (iii)  the
     Discharged Documents shall be terminated.
4.   Termination of Other  Agreements.  Concurrent  with the  termination of the
     Discharged  Documents as provided in Section 3 of this  Agreement,  each of
     the Contingent  Subordinate Security Agreement,  the Contingent Subordinate
     Pledge  Agreement  and the  Contingent  Subordinate  Collateral  Agency and
     Paying  Agency  Agreement  shall be  terminated,  and Snake  River shall be
     released  from and have no  further  obligation  or duty  under each of the
     Contingent  Subordinate  Security  Agreement,  the  Contingent  Subordinate
     Pledge  Agreement  and the  Contingent  Subordinate  Collateral  Agency and
     Paying Agency Agreement.  Valhi agrees that all security  interests granted
     to it to secure the Obligations are hereby terminated, and Valhi authorizes
     Snake River and WFB, as applicable, to take any action necessary to reflect
     the termination of such security  interests,  including without  limitation
     the filing of UCC  termination  statements and the return of any collateral
     held by Valhi or WFB.
5.   Conditions Precedent. Each of the following shall be considered a condition
     precedent to the effectiveness of this Agreement:
     5.1. Snake River  shall have made the  $94,758,211.06  prepayment  to Valhi
          under the  Subordinated  Loan  Agreement  as provided for in Section 2
          herein;
     5.2. Valhi,  Snake River and the  purchasers of the Senior Notes shall have
          entered into an agreement,  on terms acceptable to Valhi,  pursuant to
          which Valhi would be granted an option to purchase  all, and only all,
          of the Senior Notes from the holders thererof;
     5.3. The Company  Agreement of The Amalgamated Sugar Company LLC, a limited
          liability company organized pursuant to the Delaware Limited Liability
          Company  Act,  as  amended,  shall be amended  and  restated  on terms
          acceptable to ASC.
     5.4. The Deposit Trust Agreement  relating to the Trust shall be amended on
          terms acceptable to ASC.
     5.5. The terms of a pledge  agreement  entered  into  between ASC and Snake
          River shall be amended and restated on terms acceptable to ASC.
     5.6. The terms of a pledge  agreement  entered  into  between the Trust and
          Snake River shall be amended and restated on terms acceptable to ASC.
     5.7. The  terms of a  guaranty  issued by the Trust in favor of and for the
          benefit  of  Snake  River  shall  be  amended  and  restated  on terms
          acceptable to ASC.
6.   Representations  and  Warranties.  Each  party  to  this  Agreement  hereby
     represents and warrants as follows:
     6.1. Organization  and  Authority.  Each  party  to  this  Agreement  is an
          organization  duly and  validly  organized  and  existing  and in good
          standing under the laws of their respective  states of  incorporation,
          and each  party  has the full  power to  enter  into and  perform  its
          obligations under this Agreement.
     6.2. Authorization  and   Enforceability.   The  execution,   delivery  and
          performance   of  this  Agreement  by  each  party  are  within  their
          respective  powers  and have been  duly  authorized  by all  necessary
          action.  This Agreement is the legally valid and binding  agreement of
          each party,  enforceable  against  each party in  accordance  with its
          terms.
     6.3. No Violation or Conflict.  The execution,  delivery and performance of
          this  Agreement by each party does not and will not violate any law or
          applicable  organizational  document  of each  party,  or  result in a
          breach of the terms,  conditions  or  provisions  of, or  constitute a
          default under, any contract, agreement, instrument, order, judgment or
          decree  to  which  it is a  party  or by  which  it  is  bound,  which
          violation,  conflict,  breach or default would have a material adverse
          effect on its  ability to  consummate  the  transactions  contemplated
          hereby.

7.   Miscellaneous.
     7.1. Governing Law. This  Agreement,  and the rights of the parties hereto,
          shall be governed by and construed in accordance  with the laws of the
          State of Idaho.
     7.2. Counterparts.   This   Agreement  may  be  executed  in  one  or  more
          counterparts,  each of which  shall be deemed an  original  but all of
          which together shall constitute one and the same instrument.
     7.3. Severability.  If any  provision of this  Agreement  shall be declared
          void  or  unenforceable  by  any  court  or  administrative  board  of
          competent  jurisdiction,  such provision  shall be deemed to have been
          severed from the remainder of this Agreement, and this Agreement shall
          continue in all other respects to be valid and enforceable.
     7.4. Enforceability  and Validity.  Each party hereto expressly agrees that
          this  Agreement  shall be  specifically  enforceable  in any  court of
          competent  jurisdiction  in accordance with its terms and against each
          of the other parties hereto.
     7.5. Successors and Assigns.  All of the covenants and agreements contained
          in this Agreement  shall be binding upon, and inure to the benefit of,
          the respective parties and their successor, assigns, heirs, executors,
          administrators and other legal representatives, as the case may be.
     7.6. Amendment  and Wavier.  No  amendment,  modification,  termination  or
          waiver of any  provision  of this  Agreement,  and no  consent  to any
          departure  by any party  therefrom,  shall in any  event be  effective
          unless the same shall be in writing and signed by the parties  hereto.
          Any such amendment, modification, termination, wavier or consent shall
          be  effective  only in the  specific  instance  and  for the  specific
          purpose for which it is given.
     7.7. Headings.  Section  and  subsection  headings  in this  Agreement  are
          included  herein  for  convenience  of  reference  only and  shall not
          constitute a part of this  Agreement for any other purpose or be given
          any substantive effect.
     7.8. Further  Documents.  Each party  agrees  that it shall  cooperate  and
          execute any other document or agreement  reasonably necessary to carry
          out the transactions contemplated by this Agreement.

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<PAGE>


     IN  WITNESS  WHEREOF,  Valhi,  Snake  River and WFB have each  caused  this
Agreement to be duly executed and delivered by the respective officers thereunto
duly authorized as of the date first written above.


SNAKE RIVER SUGAR COMPANY



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


VALHI, INC.



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


WELLS FARGO BANK NORTHWEST,
N. A.


By:      /s/Brandon Mills
         --------------------------------------------------------------
         Brandon Mills
         Assistant Vice President