EXECUTION COPY
                                                                  EXHIBIT 10.2

                   FIRST AMENDMENT TO DEPOSIT TRUST AGREEMENT

     This  First  Amendment  to  Deposit  Trust  Agreement  ("First  Amendment")
relating to the  Amalgamated  Collateral  Trust,  dated as of October 14,  2005,
among ASC Holdings,  Inc., a Utah Corporation (the "Depositor"),  and Wilmington
Trust Company,  a Delaware  banking  corporation  (in its  individual  capacity,
"Wilmington"),  and acknowledged by Snake River Sugar Company ("Secured Party"),
an Oregon cooperative, amends that certain Deposit Trust Agreement (the "Deposit
Trust   Agreement")   dated  as  of  May  14,   1997  among   Depositor,   as  a
Certificateholder  and as the  Company  Trustee,  and  Wilmington,  as  Resident
Trustee.  All references to this Deposit Trust  Agreement shall mean the Deposit
Trust  Agreement,  as  amended  by the First  Amendment.  Capitalized  terms not
otherwise  defined herein shall have the meanings  ascribed to such terms in the
Deposit Trust Agreement.

     In consideration of the mutual  agreements,  covenants and  representations
contained herein, the parties hereto agree as follows:

Section 1.  DEFINITIONS.

     1.1.  The  following  capitalized  terms  contained  in Section 1.1 of this
Deposit Trust Agreement are hereby amended in their entirety to read as follows:

"Collateral  Agent" means Northwest Farm Credit Services,  FLCA, in its capacity
as the agent for the purchasers of the Senior Notes issued  pursuant to the Note
Purchase Agreement.

"Company  Agreement" means the Amended and Restated Company Agreement of the LLC
dated as of October 14,  2005,  as it may  hereafter  be amended,  supplemented,
restated or otherwise modified from time to time.

"Effective  Date" has the meaning  stated in Section 3.2 of this  Deposit  Trust
Agreement.

"Note Purchase  Agreement" means the Note Purchase Agreement dated as of October
17, 2005,  among the Agent,  Secured  Party and the  purchasers  named  therein,
pursuant  to which the  Secured  Party  issued  its  Senior  Notes,  as they may
hereafter be amended, supplemented,  restated or otherwise modified from time to
time.

"Senior  Notes"  means the 7.61%  Senior  Notes due  September  30,  2012 in the
original aggregate principal amount of $100 million,  issued on October 17, 2005
by the Secured Party pursuant to the Note Purchase Agreement.

"Snake Pledge Agreement" means that certain Pledge and Security Agreement, dated
as of October  17,  2005  between the  Secured  Party and the  Collateral  Agent
pursuant to which the Secured Party has assigned to the  Collateral  Agent,  for
the benefit of the holders of the Senior Notes,  as collateral  security for the
Secured Party's  obligations under the Note Purchase  Agreement,  all of Secured
Party's  rights,  titles and interest  in, to and under (i) this  Deposit  Trust
Agreement,  (ii) the Snake River Loan Notes and (iii) the SPT  Guaranty  and all
collateral  granted to the Secured Party in connection with the SPT Guaranty and
the Snake River Loan Notes,  including,  without  limitation,  the AGM  Interest
pledged to the Secured Party pursuant to the SPT Pledge  Agreement and rights to
certain distributions with respect thereto.

"SPT Guaranty" means the Second SPT Guaranty dated as of October 14, 2005 issued
by  the  Trust  in  favor  of  Secured  Party,  as  the  same  may  be  amended,
supplemented, restated or otherwise modified from time to time.

"SPT  Pledge  Agreement"  means the Second  Pledge  Agreement  (SPT) dated as of
October  14,  2005  between  the Trust  and  Secured  Party,  as the same may be
amended, supplemented, restated or otherwise modified from time to time.

"Valhi Entity Pledge  Agreement"  means the Second  Amended and Restated  Pledge
Agreement dated as of October 14, 2005 between Depositor and Secured Party.

     1.2. The definitions of "Indemnification  Pledge Agreement," "Voting Rights
Agreement" and "Voting  Rights Notice"  contained in Section 1.1 of this Deposit
Trust Agreement are each hereby deleted.

     1.3.  References  to the term "Note  Purchase  Agreements"  in this Deposit
Trust  Agreement  shall  be  deemed  to be a  reference  to  the  Note  Purchase
Agreement. Sction 2. AMENDMENTS.

     2.1 Section  2.1(b).  Section  2.1(b) of this  Deposit  Trust  Agreement is
hereby amended in its entirety to read as follows:

     "(b) The principal  objects and purposes for which the Trust is created and
established are (i) owning, managing, holding, encumbering and otherwise dealing
with the Trust Property, (ii) issuing and selling the Certificates of Beneficial
Interest and executing,  delivering and performing this Deposit Trust Agreement,
as amended by this First  Amendment,  (iii)  executing  and  delivering  the SPT
Guaranty, the SPT Pledge Agreement and the Company Agreement, and performing its
obligations   thereunder,   and  (iv)  engaging  in  any  activities  necessary,
convenient or incidental to the foregoing."

     2.2 Section  2.4(a).  Section  2.4(a) of this  Deposit  Trust  Agreement is
hereby amended in its entirety to read as follows:

     "(a) All cash  amounts  held or received  by the Trust with  respect to the
Trust  Property  shall be applied  by the  Resident  Trustee  on the  applicable
Distribution Date in the following order:

          (i) first,  to the extent not  otherwise  paid, to pay all amounts (if
any) then due and payable to the Resident Trustee,  pursuant to Sections 7.1 and
7.3 of this Deposit Trust Agreement;

          (ii) second,  either (A) before receipt by the Resident Trustee of the
Senior Note Payoff Notice,  the Resident Trustee shall segregate an amount equal
to the aggregate  amount due on the Senior Notes on the next day set for payment
thereof (whether it be principal, interest or otherwise), as specified from time
to time by the Collateral Agent in a notice to the Resident  Trustee  (provided,
however, that in no event shall the amount so segregated by the Resident Trustee
with respect to any applicable Distribution Date exceed the amount owed by Valhi
on the next day set for payment by Valhi under the Snake River Loan Notes),  and
on the due date of such  payment,  pay such amount to the  Collateral  Agent (or
pursuant to payment  instructions  received  by the  Resident  Trustee  from the
Collateral  Agent) or (B) after  receipt by the  Resident  Trustee of the Senior
Note Payoff  Notice,  the Resident  Trustee  shall  segregate an amount equal to
$1,963,541.67  (the  monthly  amount of  interest  due on the Snake  River  Loan
Notes),  and on the last  Business  Day of such  month  pay such  amount  to the
Secured Party;

          (iii) third,  to the extent not  otherwise  paid, to pay all operating
and  administrative  expenses  of the Trust for which the  Resident  Trustee has
received invoices;

          (iv) fourth,  if the Resident  Trustee shall not have received a Snake
Loan Default Notice, all amounts remaining after payment (or segregation) of the
amounts  set forth in  clauses  (i)  through  (iii)  above  plus all  amounts of
interest on the amounts  segregated  under clause (ii) or otherwise  received by
the Resident Trustee since the last  distribution  pursuant to this clause (iv),
to the  Certificateholders  on the same day when the  Resident  Trustee make the
actual payment under clause (ii) above; and

          (v) fifth,  if the Resident  Trustee  shall have received a Snake Loan
Default  Notice,  all amounts  remaining  after payment (or  segregation) of the
amounts set forth in clauses (i) through (iv) above plus all amounts of interest
on the  amounts  segregated  under  clause  (ii) or  otherwise  received  by the
Resident  Trustee  since the last  distribution  pursuant  to this clause (v) or
clause (iv), to the Collateral Agent (before the receipt by the Resident Trustee
of the Senior Note Payoff  Notice) or to the Secured Party (after receipt by the
Resident Trustee of the Senior Note Payoff Notice).

     Secured Party agrees and  acknowledges  that Valhi shall be given credit on
the next day set for  payment by Valhi  under the Snake River Loan Notes for any
amount segregated pursuant to clause (ii) above and not subsequently distributed
to the Certificateholders."

     2.3 Section  2.6.  Section 2.6 of this  Deposit  Trust  Agreement is hereby
amended in its entirety to read as follows:

"Further  Assurances.  The  Certificateholders  (and,  after the  receipt by the
Resident Trustee of a Snake Loan Default Notice, the Collateral Agent, or, after
receipt by the  Resident  Trustee of a Senior  Note Payoff  Notice,  the Secured
Party) may direct in writing a Trustee to execute and deliver,  and such Trustee
shall execute and deliver, all such other instruments, documents or certificates
and take all such other  actions  as the  Certificateholders  or the  Collateral
Agent or the Secured Party,  as  applicable,  may deem necessary or advisable to
give effect to the transactions  contemplated hereby,  including,  as applicable
and without  limitation,  transactions  contemplated by the Company Agreement or
any of the  Transaction  Documents (as defined in the Note Purchase  Agreement),
and the taking of any such  action by a Trustee in the  presence of (or upon the
written  or oral  request  of (if such oral  request is  promptly  confirmed  in
writing)) a  Certificateholder  or the Collateral Agent or the Secured Party, as
applicable,  or such  person's  counsel  shall  evidence,  conclusively  but not
exclusively,  the direction of such Certificateholder or the Collateral Agent or
the Secured Party, as the case may be; provided,  however,  the Resident Trustee
shall  not be  required  to take any such  action  if it shall  have  reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in the Resident Trustee  incurring  personal  liability or is contrary to
the terms  hereof or of any document  contemplated  hereby to which the Trust or
the Resident Trustee is a party or is otherwise contrary to law."

     2.4  Section 27.  Section 2.7 of this  Deposit  Trust  Agreement  is hereby
amended in its entirety to read as follows:

           "2.7 Duties of Trustees

     (a) Notwithstanding  anything to the contrary contained in this Section 2.7
or elsewhere in this Deposit Trust Agreement, the Company Trustee shall not have
any power or  authority  in respect of Section 2.4 or any power or  authority to
take any other  actions  hereunder  which  impair  the  ability  of the Trust to
receive payments in respect of the AGM Interest or to make the payments required
by Section 2.4.

     (b) Subject to the  limitations  provided in the Company  Agreement  and in
Sections  2.7(a),  2.7(h) and 2.8 and otherwise in this Deposit Trust Agreement,
until receipt by the Resident Trustee of a Snake River Loan Default Notice,  the
Company  Trustee shall have full and exclusive  power and authority to carry out
the purposes of the Trust.  An action taken by the Company Trustee in accordance
with its powers  shall  constitute  the act of and serve to bind the  Trust;  in
dealing with the Company  Trustee acting on behalf of the Trust, no Person shall
be required to inquire into the  authority  of the Company  Trustee and may rely
conclusively  on the power and authority of the Company  Trustee as set forth in
this Deposit Trust Agreement.  Without limiting the generality of the foregoing,
and subject to any limitation  contained in the Company  Agreement,  the Company
Trustee shall have full and exclusive power and authority:

          (i) to manage and  determine  all of the  business  and affairs of the
Trust,  including,  without limitation,  making all decisions,  not inconsistent
with the terms of this Deposit Trust Agreement, with respect to Trust Property;

          (ii) to incur  expenses  which the Company  Trustee  reasonably  deems
necessary or  incidental  to carry out any of the purposes of this Deposit Trust
Agreement;

          (iii) to execute all documents or instruments,  perform all duties and
exercise all powers,  and do all things for and on behalf of the Trust which the
Company Trustee deems necessary or incidental to the foregoing not  inconsistent
with the terms hereof; and

          (iv) to  exercise  all  rights  and  actions  with  respect to the AGM
Interest held as part of the Trust Property.

     (c) Subject to the limitations provided in Sections 2.7(a), 2.7(h) and 2.8,
and otherwise in this Deposit Trust Agreement, the Company Trustee is authorized
to execute on behalf of the Trust any  documents  which the Company  Trustee has
the  power and  authority  to cause the Trust to  execute  pursuant  to  Section
2.7(b). The Company Trustee may, by power of attorney consistent with applicable
law,  delegate  to any other  Person its power for the  purposes  of signing any
documents which the Company Trustee has power and authority to execute  pursuant
to this Deposit Trust Agreement.

     (d) A Trustee shall not have any right,  power,  duty or obligation to take
or refrain from taking any action under or in connection with this Deposit Trust
Agreement,  except  as  expressly  required  or  permitted  by the terms of this
Deposit  Trust  Agreement  or as  expressly  directed  in  written  instructions
pursuant  to  Sections  2.6,  2.7(e),  2.7(f) or 2.7(h)  hereof,  and no implied
powers,  duties or obligations  shall be read into this Deposit Trust  Agreement
against or on the part of any Trustee.  A Trustee  shall not be required to take
any  action if such  Trustee  shall  reasonably  determine,  or shall  have been
advised by counsel,  that such action is likely to result in personal liability,
or is contrary to the terms  hereof or of any  document  contemplated  hereby to
which the Trust or the Trustee is party, or is otherwise contrary to law.

     (e) No  Trustee  shall  take any  action  contrary  to (or fail to take any
action if such failure would be contrary to) this Deposit Trust  Agreement,  the
Snake Pledge Agreement,  the SPT Guaranty,  the SPT Pledge Agreement,  the Valhi
Entity  Pledge   Agreement,   the  Company   Agreement  or  any  other  document
contemplated  hereby or thereby to which the Trust is party,  which the  Trustee
has Actual  Knowledge  (without  any duty of  inquiry),  or has been  advised by
counsel, is in contravention of this paragraph (e).

     (f) Subject to the  limitations  provided in the Company  Agreement  and in
Sections 2.7(a),  2.7(h) and 2.8, and otherwise in this Deposit Trust Agreement,
the  Resident  Trustee  will take such action or shall  refrain from taking such
action under this Deposit Trust  Agreement or any document to which the Trust is
a party as it shall be directed by the  Company  Trustee  pursuant to an express
provision of this Deposit Trust Agreement,  which instruction shall be delivered
by the Company  Trustee in accordance  with Section 8.4 hereof;  provided  that,
upon receipt by the Resident  Trustee of a Snake Loan  Default  Notice,  (A) the
Resident  Trustee will take such action or shall refrain from taking such action
under this Deposit Trust Agreement or any document to which the Trust is a party
as it shall be directed by the Collateral  Agent or Secured Party (if the Senior
Note Payoff  Notice has been  received by the Resident  Trustee)  pursuant to an
express  provision of this Deposit Trust Agreement,  which  instruction shall be
delivered by the  Collateral  Agent or Secured  Party (if the Senior Note Payoff
Notice has been received by the Resident Trustee) in accordance with Section 8.4
hereof and (B)  notwithstanding  anything to the contrary in this Deposit  Trust
Agreement the Resident Trustee shall not take any direction with respect to this
Deposit Trust Agreement, the Trust or any document to which the Trust is a party
from the Depositor,  any Certificateholder  (other than the Collateral Agent) or
any other Person.

     (g) If, in performing its duties under this Deposit Trust Agreement, or any
document to which it or the Trust is a party,  the Resident  Trustee  determines
that it requires or desires guidance  regarding the application of any provision
of this Deposit Trust Agreement or any such document,  then the Resident Trustee
shall  promptly  deliver a notice to the Company  Trustee and the Secured  Party
(or, as  applicable,  if the Resident  Trustee  shall have received a Snake Loan
Default  Notice,  to the  Collateral  Agent and the Secured Party (if the Senior
Note  Payoff  Notice has not been  received by the  Resident  Trustee) or to the
Secured  Party (if the  Senior  Note  Payoff  Notice  has been  received  by the
Resident  Trustee) in  accordance  with  Section 8.4 hereof  requesting  written
instructions  as to the course of action  required by the Company  Trustee,  the
Collateral  Agent or Secured Party,  as applicable,  and any action taken by the
Resident  Trustee in reliance  on such  instruction  shall be full and  complete
authorization and protection.

     (h) Prior to the time that the Resident Trustee shall have received a Snake
Loan  Default  Notice,  the  Company  Trustee  shall make any  determination  or
decision required  pursuant to this Section 2.7, or, as applicable,  at any time
after the Resident  Trustee  shall have  received a Snake Loan  Default  Notice,
either the  Collateral  Agent (if the  Senior  Note  Payoff  Notice has not been
received  by the  Resident  Trustee)  or the  Secured  Party (if the Senior Note
Payoff  Notice  has  been  received  by the  Resident  Trustee)  shall  make any
determination or decision required pursuant to this Section 2.7, as reflected in
instructions  to the Resident  Trustee  delivered in accordance with Section 8.4
hereof.  If the Resident  Trustee does not receive such  instructions  within 10
Business Days after it has delivered  notice  pursuant to Section  2.7(g) and in
accordance  with Section  8.4, or such shorter  period of time set forth in such
notice,  it shall  refrain  from taking any action  with  respect to the matters
described in such notice.

     (i) The  Resident  Trustee  shall  furnish to the  Certificateholders,  the
Collateral  Agent and the  Secured  Party,  promptly  upon  receipt  thereof,  a
duplicate  or copy of all reports,  notices,  requests,  demands,  certificates,
financial statements and any other instruments furnished to the Resident Trustee
and relating to the Trust,  this Deposit  Trust  Agreement or the other  parties
hereto;  provided that the Resident  Trustee need not forward  documents to such
Person if such Person originated the documents or furnished them to the Resident
Trustee  or is to receive  any such  documents  from any  Person  other than the
Resident Trustee  according to an express provision hereof or under any document
to which the Trust is a party.

     (j)  Notwithstanding  anything to the  contrary  contained  in this Deposit
Trust  Agreement,  the Resident  Trustee  shall not be required to take any such
action if it shall have  reasonably  determined,  or shall have been  advised by
counsel,  that such action is likely to result in the Resident Trustee incurring
personal  liability  or is  contrary  to the  terms  hereof  or of any  document
contemplated  hereby to which the Trust or the Resident Trustee is a party or is
otherwise contrary to law. None of the Certificateholders,  the Collateral Agent
or Secured  Party or the Company  Trustee  shall direct the Resident  Trustee to
take or refrain from taking any action contrary to this Deposit Trust Agreement,
or any document contemplated hereby to which the Trust is a party, nor shall the
Resident Trustee be obligated to follow any such direction,  if given, which the
Resident Trustee has Actual Knowledge (without any duty of inquiry), or has been
advised by counsel, is in contravention of this paragraph (j)."

     2.5 Section  3.1.  Section 3.1 of this  Deposit  Trust  Agreement is hereby
amended to add a new subsection (c) to read as follows:

     "(c)  Notwithstanding  any provision in this Deposit Trust Agreement to the
contrary,  and in addition to certain  documents  which the Company  Trustee has
previously been authorized or directed to execute, the Company Trustee is hereby
authorized  and directed,  without the consent or approval of or other action by
any Person,  to (i) execute and deliver on behalf of the Trust,  the Amended and
Restated  Company  Agreement  of the LLC dated as of October 14,  2005,  the SPT
Guaranty dated as of October 14, 2005 and the SPT Pledge  Agreement  dated as of
October 14, 2005 and any UCC-1 financing  statements requested by the Collateral
Agent and (ii) perform all such agreements and the Company Agreement."


     2.6 Section  3.2(a).  Section  3.2(a) of this  Deposit  Trust  Agreement is
hereby amended in its entirety to read as follows:

     "(a)  Effective as of October 14, 2005 (the  "Effective  Date"),  the Trust
hereby  confirms  that it has  granted  to the  Secured  Party a first  priority
security  interest  in the  Pledged  Collateral  (as  defined  in the SPT Pledge
Agreement) as provided in the SPT Pledge Agreement.  The Trust  acknowledges and
consents to the assignment by the Secured Party to the  Collateral  Agent of all
of the Secured  Party's  rights under the SPT Pledge  Agreement,  including  all
rights in and to such Pledged Collateral."

     2.7.  Section  7.1. A new clause (h) is hereby added to Section 7.1 of this
Deposit Trust Agreement to read as follows:

     "(h)  Notwithstanding  anything to the  contrary  contained in this Section
7.1, with respect to, under,  or in connection  with any agreement,  document or
instrument  related to or contemplated by this Deposit Trust Agreement and which
the Company  Trustee has executed and delivered in its  individual  capacity and
not in its capacity as Company Trustee,  the Company Trustee shall remain liable
in its individual  capacity to the other party or parties to any such agreement,
document or instrument,  in each case in accordance with the terms thereof,  and
the Company  Trustee  shall not be  protected  against any  liability to Secured
Party or  Collateral  Agent for which the Company  Trustee  would  otherwise  be
subject by reason of the Company  Trustee's  bad faith,  willful  misconduct  or
gross negligence."

     2.8 Section 8.12.  Section 8.12 of this Deposit  Trust  Agreement is hereby
amended in its entirety to read as follows:

     "8.12.  Operations of the Trust.  The Company  Trustee will, and will cause
the Trust to, at all times, (i) keep all records of the Trust in a form separate
from the records of the Depositor, (ii) prepare and maintain,  separate from the
Depositor,  all  financial  statements,  accounting  records  and tax  documents
required of a Delaware  statutory trust,  (iii) keep the Trust's  administrative
activities  separate from the Depositor's  (including using stationery that does
not resemble that of the Depositor), (iv) maintain bank accounts of the Trust in
the name of the Trust,  and separate in all respects from those of the Depositor
and (v) otherwise maintain, to the extent necessary, the separate,  distinct and
independent  legal  existence of the Trust under the Business Trust Statute from
the separate,  distinct and independent legal existence of each of the Depositor
and the  Company  Trustee in order to prevent  any  applicable  court  involving
Federal or state  bankruptcy,  insolvency,  reorganization  or similar  law from
disregarding  such separate,  distinct and  independent  legal  existence of the
Trust or  substantively  consolidating  the assets and  liabilities of the Trust
with the assets and  liabilities of the Depositor or the Company  Trustee if the
Depositor or the Company Trustee become subject to the  jurisdiction of any such
court.  Furthermore,  if the Depositor and the Company Trustee become subject to
the jurisdiction of any applicable court involving  Federal or state bankruptcy,
insolvency,  reorganization  or similar law, the Resident Trustee will, and will
cause the Trust to, at all times,  continue to segregate and distribute all cash
amounts  held or  received  by the Trust  with  respect  to the  Trust  Property
pursuant to the  provisions  of Section  2.4 of this  Deposit  Trust  Agreement,
provided, however, that the Resident Trustee shall have no duty or obligation to
take  such  action,  nor any  liability  for or in  respect  of such  action  or
inaction,  as the case may be, to the extent  the  Resident  Trustee  shall have
become prevented from doing so pursuant to a final order of any such court or to
the extent the Resident  Trustee is  otherwise  permitted to refrain from taking
such  action  pursuant  to the  provisions  of  this  Deposit  Trust  Agreement,
including without limitation the provisions of Section 2.7(j) herein."


Section 3.  REPRESENTATIONS  AND  WARRANTIES OF ASC. ASC, in its capacity as the
Depositor and as the Company Trustee, represents and warrants that:

     (a) ASC is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of its jurisdiction of incorporation,  is duly qualified
as a foreign corporation and is in good standing in all additional jurisdictions
where  such  qualification  is  necessary  under  applicable  law,  and  has the
corporate  power and  authority to own the  properties it purports to own and to
execute and deliver this First Amendment and to perform the provisions hereof.

     (b) The  execution  and  delivery  of this First  Amendment  by ASC and the
performance by ASC of its  obligations  under this First  Amendment does not and
will not (i) contravene, result in any breach of, or constitute a default under,
or result in the  creation  of any Lien in respect of any of the Trust  Property
under,  any  indenture,  mortgage,  deed of  trust,  loan,  purchase  or  credit
agreement,  lease,  corporate  charter or  by-laws,  or any other  agreement  or
instrument  to which it is bound or by which  ASC or the Trust  Property  may be
bound or affected, (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or governmental  authority applicable to ASC or the Trust Property or
(iii)  violate any  provision of any statute or other rule or  regulation of any
governmental authority applicable to ASC or the Trust Property.

     (c) Except as have been obtained, no consent, approval or authorization of,
or registration,  filing or declaration with, any governmental  authority or any
nongovernmental Person or entity, including,  without limitation,  any creditor,
lessor or stockholder, is required in connection with the execution, delivery or
performance  by  ASC  of  this  Deposit  Trust  Agreement  or  the  transactions
contemplated   hereby  or  as  a  condition   to  the   legality,   validity  or
enforceability of this Deposit Trust Agreement.

     (d)  This  First  Amendment  has  been  duly  authorized  by all  necessary
corporate  action on the part of ASC,  and this Deposit  Trust  Agreement is the
legal, valid and binding obligation of ASC, enforceable against it in accordance
with its terms,  except as limited by  bankruptcy,  insolvency,  reorganization,
moratorium or similar laws affecting  creditor's  rights  generally,  or general
principles of equity.

     (e)  There  are  no  actions,  suits  or  proceedings  (including,  without
limitation,  arbitration  and  administrative  proceedings)  pending  or, to the
knowledge of ASC or any officer of ASC,  threatened  against or affecting ASC or
the Trust  Property in any court or before any  arbitrator of any kind or before
or by any  governmental  authority that,  individually  or in the aggregate,  if
determined  adversely to ASC, could  materially and adversely affect the ability
of ASC to perform its obligations  under this Deposit Trust  Agreement,  and, to
the best  knowledge of ASC or any officer of ASC, there is no basis for any such
action, suit or proceeding.

     (f) ASC is not in default  under any term of any agreement or instrument to
which it is a party or by which it or the Trust Property is bound, or any order,
judgment, decree or ruling of any court, arbitrator or governmental authority or
is in violation of any  applicable  law,  ordinance,  rule or  regulation of any
governmental  authority  which  violation  or  default,  individually  or in the
aggregate,  could  materially and adversely affect the ability of ASC to perform
its obligations under this Deposit Trust Agreement.

Section 4  REPRESENTATIONS  AND  WARRANTIES OF  WILMINGTON.  Wilmington,  in its
capacity as the Resident Trustee, represents and warrants that:

     (a)  Wilmington is a banking  corporation  organized  under the laws of the
State of Delaware,  validly  existing and in good standing under the laws of the
State of Delaware and has all  corporate  powers and all  material  governmental
licenses,  authorization,  consents and approvals required under the laws of the
State of Delaware to carry on its trust business as now conducted.

     (b) The execution,  delivery and performance by Wilmington, in its capacity
as Resident  Trustee,  of this First  Amendment is within the corporate power of
Wilmington,  have been duly authorized by all necessary  corporate action on the
part of Wilmington (no action by its shareholders being required) and do not and
will not (i) violate or  contravene  any judgment,  injunction,  order or decree
binding on Wilmington or (ii) violate,  contravene or constitute a default under
any provision of the certificate of incorporation or by-laws of Wilmington or of
any  material  agreement,  contract,  mortgage  or other  instrument  binding on
Wilmington  or (iii)  result in the  creation or  imposition  of any lien on the
Trust  Property,  attributable  to  Wilmington  which  is  not  related  to  the
administration of the Trust or the transactions pursuant to this First Amendment
or contemplated by this First Amendment.

Section 5 MISCELLANEOUS.

     Section 5.1. SEVERABILITY. If any one or more of the covenants, agreements,
provisions or terms of this First Amendment shall be held invalid for any reason
whatsoever, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements,  provisions or terms of this
First Amendment and shall in no way affect the validity or enforceability of the
other  provisions of this First  Amendment or of the  Certificates of Beneficial
Interest or the rights of the Trustees or  Certificateholders  or of the Secured
Party or of the Collateral Agent.

     Section 5.2.  GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE  (WITHOUT REGARD
TO ANY CONFLICTS OF LAW RULES),  AND ALL LAWS OR RULES OF  CONSTRUCTION  OF SUCH
STATE  SHALL  GOVERN THE RIGHTS OF THE PARTIES TO THIS FIRST  AMENDMENT  AND THE
INTERPRETATION OF THE PROVISIONS OF THIS FIRST AMENDMENT.

     Section  5.3.  COUNTERPARTS.  This  First  Amendment  may be  executed  and
delivered in any number of counterparts,  and such  counterparts  taken together
shall constitute one and the same instrument.

     Section  5.4.  HEADINGS.  Section  and  subsection  headings  in this First
Amendment are included  herein for  convenience  of reference only and shall not
constitute a part of this First  Amendment for any other purpose or be given any
substantive effect.

     Section 5.5. CONCERNING THE RESIDENT TRUSTEE.

     (a) The  Company  Trustee  hereby  authorizes,  empowers  and  directs  the
Resident  Trustee to execute and deliver  this First  Amendment  and any and all
documents  and/or  instruments  as may be necessary,  desirable or convenient in
connection with,  incidential to, or contemplated by this First  Amendment.  The
Company  Trustee  hereby  certifies  and  confirms  (i)  that  it  is  the  sole
Certificateholder under the Deposit Trust Agreement, and (ii) that the foregoing
authorization and direction and the execution and delivery of such documents are
required or permitted under the Deposit Trust Agreement, are not contrary to the
terms of the Deposit  Trust  Agreement  or of any document  contemplated  by the
Deposit Trust  Agreement to which the Trust or the Resident  Trustee is a party,
or is otherwise contrary to law, and are covered by the indemnification provided
under the Deposit Trust Agreement.

     (b) Notwithstanding  anything contained herein to the contrary,  this First
Amendment has been executed by  Wilmington  Trust Company not in its  individual
capacity  but solely in its  capacity as Resident  Trustee and in no event shall
Wilmington Trust Company in its individual  capacity or as Resident Trustee have
any  liability for the  representations,  warranties,  covenants,  agreements or
other  obligations of the Trust or any other Person hereunder or other documents
delivered  pursuant  hereto,  as to all of which recourse shall be had solely to
the assets of the  Trust.  For all  purposes  of this  First  Amendment,  in the
performance of any duties or obligations of the Resident Trustee hereunder,  the
Resident  Trustee shall be entitled to the benefits of the terms and  provisions
of the Deposit Trust Agreement.


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<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this First Amendment to
be duly executed and delivered as of the date first above written.


ASC HOLDINGS, INC., as Depositor and Company Trustee

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


WILMINGTON TRUST COMPANY,  not in its individual capacity but solely as Resident
Trustee

By:      /s/Charrise Rodgers
         --------------------------------------------------
         Charrise Rodgers
         Vice President



ACKNOWLEDGED BY:


SNAKE RIVER SUGAR COMPANY, as Secured Party

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



NORTHWEST FARM CREDIT SERVICES, FLCA, as Collateral Agent

By:      /s/Jack Hetherington
         ---------------------------------------------------
         Jack Hetherington
         Vice President