EXECUTION COPY
                                                                EXHIBIT 10.5

                               SECOND SPT GUARANTY


     This SECOND  GUARANTY  (this  "GUARANTY") is entered into as of October 14,
2005 by AMALGAMATED  COLLATERAL TRUST, a Delaware business trust  ("GUARANTOR"),
in  favor of and for the  benefit  of  SNAKE  RIVER  SUGAR  COMPANY,  an  Oregon
cooperative ("GUARANTIED PARTY").

     WHEREAS,  Valhi,  Inc., a Delaware  corporation  ("VALHI") and the indirect
holder of 100% of the outstanding stock of ASC Holdings,  Inc.  ("ASC"),  a Utah
Corporation and the sole owner of the Certificate of Beneficial  Interest issued
by  Guarantor,  has issued to  Guarantied  Party that certain  Limited  Recourse
Promissory  Note  dated  January  3,  1997  in  aggregate  principal  amount  of
$212,500,000  (the  "LIMITED   RECOURSE   PROMISSORY  NOTE")  and  that  certain
Subordinated Promissory Note dated January 3, 1997 in aggregate principal amount
of  $37,500,000  (the  "SUBORDINATED  PROMISSORY  NOTE," and,  together with the
Limited Recourse Promissory Note, as they may hereafter be amended, supplemented
or otherwise modified from time to time, being the "NOTES").

     WHEREAS, The Notes were issued in connection with the acquisition by ASC of
a membership interest (the "AGM INTEREST") in The Amalgamated Sugar Company LLC,
a Delaware limited liability  company ("LLC"),  and ASC pledged the AGM Interest
to  Guarantied  Party to secure the Notes  pursuant to a Pledge  Agreement and a
Limited  Recourse  Pledge  Agreement,  each dated January 3, 1997,  which Pledge
Agreement and Limited  Recourse  Pledge  Agreement  were  amended,  restated and
combined as of May 14, 1997 as The Amended and Restated Pledge Agreement between
ASC  and  Guarantied   Party  (the  "ASC  FIRST  AMENDED  AND  RESTATED   PLEDGE
AGREEMENT").

     WHEREAS, ASC transferred and assigned the AGM Interest to Guarantor, and in
consideration  of such transfer and  assignment,  (i) Guarantor  guaranteed  the
obligations of Valhi under the Limited  Recourse  Promissory Note and in certain
circumstances  the obligations of Valhi under the  Subordinated  Promissory Note
pursuant  to the  Guaranty  (SPT) dated as of May 14,  1997 (the  "ORIGINAL  SPT
GUARANTY")  issued by Guarantor,  and (ii)  Guarantor  issued to Secured Party a
security  interest in the AGM Interest  pursuant to the Pledge  Agreement  (SPT)
dated as of May 14, 1997 between  Guarantor and Guarantied  Party (the "ORIGINAL
SPT PLEDGE AGREEMENT").

     WHEREAS,  ASC has amended and restated  the ASC First  Amended and Restated
Pledge Agreement as the Second Amended and Restated Pledge  Agreement,  dated as
of October 14, 2005 between ASC and  Guarantied  Party (the "ASC SECOND  AMENDED
AND RESTATED  PLEDGE  AGREEMENT"),  and  Guarantor  has amended and restated the
Original SPT Pledge  Agreement as the Second Pledge  Agreement (SPT) dated as of
October 14, 2005 between  Guarantor and Guarantied Party (the "SECOND SPT PLEDGE
AGREEMENT").

     WHEREAS,  Guarantor  has and is  willing to  continue  to  irrevocably  and
unconditionally guaranty the obligations of Valhi pursuant to the Notes.

     WHEREAS,  Guarantor  and  Guarantied  Party desire to amend and restate the
Original SPT Guarantee,  as reflected herein,  and therefore this Guaranty shall
supersede the Original SPT Guaranty.

     NOW,  THEREFORE,  based  upon the  foregoing  and other  good and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Guarantor hereby agrees as follows:


SECTION 1.  DEFINITIONS

     1.1 CERTAIN  DEFINED TERMS.  As used in this Guaranty,  the following terms
shall have the following meanings unless the context otherwise requires:

     "BENEFICIARIES"   means  Guarantied  Party  and,  upon  the  assignment  of
Guarantied  Party's  rights  hereunder  to the Agent  pursuant  to Section  4.12
hereof, the Noteholders.

     "DEPOSIT TRUST  AGREEMENT"  means the Deposit Trust  Agreement  relating to
Guarantor dated as of May 14, 1997 between ASC, as Certificateholder and Company
Trustee (each as therein  defined),  and Wilmington  Trust Company,  as Resident
Trustee  (as  therein  defined),  as the same may be  amended,  supplemented  or
otherwise modified from time to time.

     "GUARANTIED   OBLIGATIONS"  has  the  meaning  assigned  to  that  term  in
subsection 2.1.

     "GUARANTY"  means this Guaranty  dated as of October 14, 2005, as it may be
amended, supplemented or otherwise modified from time to time.

     "LOAN  DOCUMENTS"  means the Notes,  the ASC Second  Amended  and  Restated
Pledge  Agreement  and the  Second  SPT  Pledge  Agreement,  together  with  all
agreements and instruments entered into in connection therewith, as the same may
be amended, supplemented or otherwise modified from time to time.

     "PAYMENT IN FULL", "PAID IN FULL" or any similar term means payment in full
of the  Guarantied  Obligations,  including  without  limitation  all principal,
interest,  costs, fees and expenses (including,  without limitation,  reasonable
legal fees and expenses) of Beneficiaries as required under the Loan Documents.

     "PERSON"  means  and  includes  natural  persons,   corporations,   limited
liability companies,  limited partnerships,  general  partnerships,  joint stock
companies,  joint ventures,  associations,  companies,  trusts,  banks and other
organizations,  whether or not legal entities,  and governments and agencies and
political subdivisions thereof.

     "SUBSIDIARY"   or   "SUBSIDIARIES"   means  as  to  any   Person   (a)  any
corporation(s)  organized  under the laws of any state of the  United  States of
which such  Person or another  Subsidiary  of such  Person,  as the case may be,
beneficially  owns or  controls,  either  directly  or  indirectly,  100% of the
outstanding  capital  stock,  and  (b)  any  partnership(s)  or  other  entities
organized  under the laws of any state of the United States in which such Person
or another  Subsidiary  of such Person,  as the case may be, holds a 100% equity
interest and controls the management of such entity, and (c) in the context of a
Subsidiary of Guarantied Party, LLC.

     1.2 INTERPRETATION.  References to "Sections" and "subsections" shall be to
Sections  and  subsections,  respectively,  of this  Guaranty  unless  otherwise
specifically provided.

SECTION 2.  THE GUARANTY

     2.1 GUARANTY OF THE GUARANTIED  OBLIGATIONS.  Guarantor hereby  irrevocably
and unconditionally guaranties, as primary obligor and not merely as surety, the
due and punctual  payment in full of all  Guarantied  Obligations  when the same
shall  become  due,  whether  at  stated  maturity,   by  required   prepayment,
declaration,  acceleration,  demand or otherwise  (including  amounts that would
become due but for the operation of the automatic  stay under Section  362(a) of
the  Bankruptcy  Code,  11  U.S.C.   Section   362(a)).   The  term  "GUARANTIED
OBLIGATIONS" is used herein in its most comprehensive sense and includes:

     (a) any and all  obligations  of Valhi in respect of advances,  borrowings,
loans, debts,  interest,  fees, costs, expenses (including,  without limitation,
legal fees and  expenses of counsel and  allocated  costs of internal  counsel),
indemnities and liabilities of whatsoever nature now or hereafter made, incurred
or created, whether absolute or contingent, liquidated or unliquidated,  whether
due or not due,  and however  arising  under or in  connection  with the Limited
Recourse Promissory Note and in connection with the Subordinated Promissory Note
(but only to the extent the  Subordinated  Promissory  Note is,  pursuant to its
terms,  non-recourse to Valhi) and any instruments or agreements entered into in
connection  therewith,  including  those arising under  successive  transactions
under the Notes which shall either  continue such  obligations  of Valhi or from
time to time renew them after they have been  satisfied and  including  interest
which,  but for the filing of a petition in  bankruptcy  with  respect to Valhi,
would have  accrued  on any  Guarantied  Obligations,  whether or not a claim is
allowed  against Valhi for such interest in the related  bankruptcy  proceeding;
and

     (b) those expenses set forth in subsection 2.7 hereof.

     2.2 PAYMENT BY GUARANTOR; APPLICATION OF PAYMENTS. Guarantor hereby agrees,
in  furtherance  of the foregoing and not in limitation of any other right which
Guarantied  Party  or any  Beneficiary  may  have  at law or in  equity  against
Guarantor  by virtue  hereof,  that upon the  failure of Valhi to pay any of the
Guarantied  Obligations when and as the same shall become due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including  amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the  Bankruptcy  Code, 11 U.S.C.  Section  362(a)),
Guarantor  will upon  demand pay, or cause to be paid,  in cash,  to  Guarantied
Party for the ratable  benefit of  Beneficiaries,  an amount equal to the sum of
the unpaid principal amount of all Guarantied Obligations then due as aforesaid,
accrued and unpaid interest on such Guarantied Obligations  (including,  without
limitation,  interest which, but for the filing of a petition in bankruptcy with
respect to Valhi, would have accrued on such Guarantied Obligations,  whether or
not a claim is allowed against Valhi for such interest in the related bankruptcy
proceeding) and all other  Guarantied  Obligations then owed to Beneficiaries as
aforesaid.  All such  payments  shall be applied  promptly  from time to time by
Guarantied Party:

     First,  to the  payment  of the costs and  expenses  of any  collection  or
realization under this Guaranty, including reasonable compensation to Guarantied
Party and its agents and counsel,  and all  expenses,  liabilities  and advances
made or incurred by Guarantied Party in connection therewith;

     Second, to the payment of all other Guarantied Obligations in such order as
Guarantied Party shall elect; and

     Third, after payment in full of all Guarantied Obligations,  to the payment
to Guarantor,  or its  successors or assigns,  or to whomsoever  may be lawfully
entitled to receive the same or as a court of competent jurisdiction may direct,
of any surplus then remaining from such payments.

     2.3 LIABILITY OF GUARANTOR ABSOLUTE.  Guarantor agrees that its obligations
hereunder are irrevocable, absolute, independent and unconditional and shall not
be affected by any circumstance which constitutes a legal or equitable discharge
of a  guarantor  or  surety  other  than  payment  in  full  of  the  Guarantied
Obligations. In furtherance of the foregoing and without limiting the generality
thereof, Guarantor agrees as follows:

(a) This Guaranty is a guaranty of payment when due and not of collectibility.

(b) Guarantied  Party may enforce this Guaranty upon the occurrence of a default
under the Notes permitting or resulting in acceleration thereof  notwithstanding
the existence of any dispute between Valhi and any  Beneficiary  with respect to
the existence of such default.

(c) The obligations of Guarantor hereunder are independent of the obligations of
Valhi under the Loan Documents and the obligations of any other guarantor of the
obligations of Valhi under the Loan Documents,  and a separate action or actions
may be brought and  prosecuted  against  Guarantor  whether or not any action is
brought  against Valhi or any of such other  guarantors and whether or not Valhi
is joined in any such action or actions.

(d) Guarantor's payment of a portion, but not all, of the Guarantied Obligations
shall in no way limit, affect,  modify or abridge Guarantor's  liability for any
portion of the Guarantied  Obligations which has not been paid. Without limiting
the  generality of the foregoing,  if Guarantied  Party is awarded a judgment in
any suit  brought  to  enforce  Guarantor's  covenant  to pay a  portion  of the
Guarantied  Obligations,  such judgment shall not be deemed to release Guarantor
from its covenant to pay the portion of the Guarantied  Obligations  that is not
the subject of such suit.

(e) Any Beneficiary, upon such terms as it deems appropriate,  without notice or
demand and without  affecting the validity or enforceability of this Guaranty or
giving rise to any reduction,  limitation,  impairment, discharge or termination
of Guarantor's  liability  hereunder,  from time to time may (i) renew,  extend,
accelerate,  increase  the rate of interest  on, or  otherwise  change the time,
place,  manner or terms of payment of the Guarantied  Obligations,  (ii) settle,
compromise,  release or discharge,  or accept or refuse any offer of performance
with  respect  to, or  substitutions  for,  the  Guarantied  Obligations  or any
agreement  relating  thereto and/or  subordinate  the payment of the same to the
payment of any other  obligations,  (iii) request and accept other guaranties of
the  Guarantied  Obligations  and take and hold security for the payment of this
Guaranty or the  Guarantied  Obligations,  (iv)  release,  surrender,  exchange,
substitute,  compromise,  settle, rescind, waive, alter,  subordinate or modify,
with or without  consideration,  any  security  for  payment  of the  Guarantied
Obligations,  any other guaranties of the Guarantied  Obligations,  or any other
obligation of any Person with respect to the Guarantied Obligations, (v) enforce
and apply any  security  now or  hereafter  held by or for the  benefit  of such
Beneficiary in respect of this Guaranty or the Guarantied Obligations and direct
the order or manner of sale thereof,  or exercise any other right or remedy that
such  Beneficiary  may have  against  any such  security,  in each  case as such
Beneficiary in its discretion may determine  consistent  with the Loan Documents
and  any  applicable  security  agreement,  including  foreclosure  on any  such
security pursuant to one or more judicial or nonjudicial  sales,  whether or not
every aspect of any such sale is commercially  reasonable,  and even though such
action  operates  to  impair  or  extinguish  any  right  of   reimbursement  or
subrogation or other right or remedy of Guarantor  against Valhi or any security
for the Guarantied  Obligations and (vi) exercise any other rights  available to
it under the Loan Documents.

(f) This Guaranty and the obligations of Guarantor  hereunder shall be valid and
enforceable and shall not be subject to any reduction,  limitation,  impairment,
discharge  or  termination  for any reason  (other  than  payment in full of the
Guarantied  Obligations),  including without limitation the occurrence of any of
the  following,  whether or not Guarantor  shall have had notice or knowledge of
any of them:  (i) any failure or omission to assert or enforce or  agreement  or
election not to assert or enforce, or the stay or enjoining,  by order of court,
by operation of law or otherwise,  of the exercise or enforcement  of, any claim
or  demand  or any  right,  power or  remedy  (whether  arising  under  the Loan
Documents,  at law,  in equity or  otherwise)  with  respect  to the  Guarantied
Obligations  or any  agreement  relating  thereto,  or with respect to any other
guaranty of or security for the payment of the Guarantied Obligations;  (ii) any
rescission,  waiver,  amendment or modification  of, or any consent to departure
from, any of the terms or provisions  (including without  limitation  provisions
relating  to  events of  default)  of the Loan  Documents  or any  agreement  or
instrument  executed pursuant thereto,  or of any other guaranty or security for
the Guarantied  Obligations,  in each case whether or not in accordance with the
terms of such Loan Document or any agreement  relating to such other guaranty or
security;  (iii) the Guarantied Obligations,  or any agreement relating thereto,
at any time being found to be illegal,  invalid or unenforceable in any respect;
(iv) any Beneficiary's  consent to the change,  reorganization or termination of
the corporate  structure or existence of Valhi or any of its Subsidiaries and to
any corresponding  restructuring of the Guarantied Obligations;  (v) any failure
to perfect or continue perfection of a security interest in any collateral which
secures  any of the  Guarantied  Obligations;  (vi) any  defenses,  set- offs or
counterclaims  which  Valhi may  allege or assert  against  any  Beneficiary  in
respect of the Guarantied  Obligations,  including but not limited to failure of
consideration,  breach of  warranty,  payment,  statute  of  frauds,  statute of
limitations, accord and satisfaction and usury; and (vii) any other act or thing
or  omission,  or delay to do any other act or thing,  which may or might in any
manner or to any extent vary the risk of  Guarantor  as an obligor in respect of
the Guarantied Obligations.

     2.4  WAIVERS BY  GUARANTOR.  Guarantor  hereby  waives,  for the benefit of
Beneficiaries:

     (a)  any  right  to  require  Guarantied  Party  or any  Beneficiary,  as a
condition of payment or performance by Guarantor,  to (i) proceed against Valhi,
any other  guarantor of the  Guarantied  Obligations  or any other Person,  (ii)
proceed  against  or  exhaust  any  security  held from  Valhi,  any such  other
guarantor  or any other  Person,  (iii)  proceed  against or have  resort to any
balance  of any  deposit  account or credit on the books of any  Beneficiary  in
favor of Valhi or any other Person, or (iv) pursue any other remedy in the power
of Guarantied Party or any Beneficiary whatsoever;

     (b) any defense arising by reason of the  incapacity,  lack of authority or
any  disability or other defense of Valhi  including,  without  limitation,  any
defense based on or arising out of the lack of validity or the  unenforceability
of the Guarantied Obligations or any agreement or instrument relating thereto or
by reason of the  cessation of the  liability of Valhi from any cause other than
payment in full of the Guarantied Obligations;

     (c) any defense  based upon any statute or rule of law which  provides that
the  obligation  of a surety  must be  neither  larger  in  amount  nor in other
respects more burdensome than that of the principal;

     (d) any defense based upon Guarantied  Party's or any Beneficiary's  errors
or  omissions  in the  administration  of  the  Guarantied  Obligations,  except
behavior which amounts to bad faith;

     (e) (i) any principles or provisions of law, statutory or otherwise,  which
are or might be in  conflict  with the terms of this  Guaranty  and any legal or
equitable discharge of Guarantor's  obligations  hereunder,  (ii) the benefit of
any statute of  limitations  affecting  Guarantor's  liability  hereunder or the
enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims,
and (iv) promptness, diligence and any requirement that any Beneficiary protect,
secure,  perfect or insure any security interest or lien or any property subject
thereto;

     (f) notices, demands,  presentments,  protests, notices of protest, notices
of dishonor and notices of any action or inaction,  including acceptance of this
Guaranty,  notices of  default  under the Loan  Documents  or any  agreement  or
instrument related thereto, notices of any renewal, extension or modification of
the Guarantied  Obligations  or any agreement  related  thereto,  notices of any
extension  of credit to Valhi and notices of any of the  matters  referred to in
subsection 2.3 and any right to consent to any thereof; and

     (g) any  defenses or benefits  that may be derived  from or afforded by law
which limit the liability of or exonerate  guarantors or sureties,  or which may
conflict with the terms of this Guaranty.

     2.5 GUARANTOR'S RIGHTS OF SUBROGATION,  CONTRIBUTION, ETC. Guarantor hereby
waives any claim, right or remedy, direct or indirect, that Guarantor now has or
may hereafter  have against  Valhi or any of its assets in connection  with this
Guaranty or the performance by Guarantor of its obligations  hereunder,  in each
case whether such claim,  right or remedy arises in equity,  under contract,  by
statute,  under common law or otherwise and including without limitation (a) any
right of subrogation, reimbursement or indemnification that Guarantor now has or
may hereafter  have against Valhi,  (b) any right to enforce,  or to participate
in, any claim,  right or remedy that any  Beneficiary  now has or may  hereafter
have against Valhi, and (c) any benefit of, and any right to participate in, any
collateral or security now or hereafter  held by any  Beneficiary.  In addition,
until the  Guarantied  Obligations  shall have been  indefeasibly  paid in full,
Guarantor  shall withhold  exercise of any right of  contribution  Guarantor may
have  against  any other  guarantor  of the  Guarantied  Obligations.  Guarantor
further  agrees  that,  to the extent the waiver or  agreement  to withhold  the
exercise  of its  rights  of  subrogation,  reimbursement,  indemnification  and
contribution  as set forth herein is found by a court of competent  jurisdiction
to be void or voidable for any reason, any rights of subrogation,  reimbursement
or indemnification Guarantor may have against Valhi or against any collateral or
security,  and any rights of  contribution  Guarantor  may have against any such
other  guarantor,  shall be junior and subordinate to any rights any Beneficiary
may have against Valhi,  to all right,  title and interest any  Beneficiary  may
have in any such  collateral or security,  and to any right any  Beneficiary may
have against such other  guarantor.  If any amount shall be paid to Guarantor on
account of any such subrogation, reimbursement,  indemnification or contribution
rights at any time when all Guarantied  Obligations  shall not have been paid in
full,  such  amount  shall be held in trust  for  Guarantied  Party on behalf of
Beneficiaries  and  shall  forthwith  be paid over to  Guarantied  Party for the
benefit of  Beneficiaries  to be  credited  and applied  against the  Guarantied
Obligations, whether matured or unmatured, in accordance with the terms hereof.

     2.6  SUBORDINATION OF OTHER  OBLIGATIONS.  Any indebtedness of Valhi now or
hereafter  held by Guarantor is hereby  subordinated  in right of payment to the
Guarantied  Obligations,  and  any  such  indebtedness  of  Valhi  to  Guarantor
collected or received by Guarantor after a default on the Notes has occurred and
is  continuing  shall  be held in  trust  for  Guarantied  Party  on  behalf  of
Beneficiaries  and  shall  forthwith  be paid over to  Guarantied  Party for the
benefit of  Beneficiaries  to be  credited  and applied  against the  Guarantied
Obligations  but  without  affecting,  impairing  or  limiting in any manner the
liability of Guarantor under any other provision of this Guaranty.

     2.7 EXPENSES.  Guarantor agrees to pay, or cause to be paid, on demand, and
to save  Beneficiaries  harmless  against  liability  for, any and all costs and
expenses  (including  fees and  disbursements  of counsel and allocated costs of
internal counsel) incurred or expended by Guarantied Party or any Beneficiary in
connection  with the  enforcement  of or  preservation  of any rights under this
Guaranty.

     2.8  CONTINUING  GUARANTY;  TERMINATION  OF  GUARANTY.  This  Guaranty is a
continuing  guaranty  and shall  remain in  effect  until all of the  Guarantied
Obligations shall have been paid in full.  Guarantor hereby  irrevocably  waives
any right to revoke this Guaranty as to future  transactions  giving rise to any
Guarantied Obligations.

     2.9  AUTHORITY  OF  GUARANTOR  OR  VALHI.  It  is  not  necessary  for  any
Beneficiary  to inquire into the capacity or powers of Guarantor or Valhi or the
officers,  directors or any agents  acting or purporting to act on behalf of any
of them.

     2.10 RIGHTS CUMULATIVE. The rights, powers and remedies given to Guarantied
Party and Beneficiaries by this Guaranty are cumulative and shall be in addition
to and independent of all rights,  powers and remedies given to Guarantied Party
and  Beneficiaries by virtue of any statute or rule of law or in any of the Loan
Documents  or any  agreement  between  Guarantor  and  Guarantied  Party  or any
Beneficiary  or  Beneficiaries  or  between  Valhi and  Guarantied  Party or any
Beneficiary or Beneficiaries or among Beneficiaries.  Any forbearance or failure
to exercise, and any delay by any Beneficiary in exercising, any right, power or
remedy  hereunder  shall  not  impair  any such  right,  power or  remedy  or be
construed to be a waiver thereof,  nor shall it preclude the further exercise of
any such right, power or remedy.

     2.11 BANKRUPTCY; POST-PETITION INTEREST; REINSTATEMENT OF GUARANTY.

(a) So long as any Guarantied  Obligations remain  outstanding,  Guarantor shall
not,  without the prior written  consent of Guarantied  Party in accordance with
the terms of the Loan  Documents,  commence  or join  with any  other  Person in
commencing  any  bankruptcy,  reorganization  or  insolvency  proceedings  of or
against Valhi.  The  obligations  of Guarantor  under this Guaranty shall not be
reduced, limited, impaired, discharged, deferred, suspended or terminated by any
proceeding,  voluntary or  involuntary,  involving the  bankruptcy,  insolvency,
receivership,  reorganization,  liquidation  or  arrangement  of Valhi or by any
defense  which Valhi may have by reason of the order,  decree or decision of any
court or administrative body resulting from any such proceeding.

(b)  Guarantor  acknowledges  and agrees that any interest on any portion of the
Guarantied  Obligations  which accrues after the  commencement of any proceeding
referred  to in  clause  (a)  above  (or,  if  interest  on any  portion  of the
Guarantied  Obligations  ceases to accrue by  operation  of law by reason of the
commencement  of said  proceeding,  such  interest as would have accrued on such
portion  of  the  Guarantied  Obligations  if  said  proceedings  had  not  been
commenced)  shall be included in the  Guarantied  Obligations  because it is the
intention of Guarantor and Beneficiaries  that the Guarantied  Obligations which
are  guarantied  by Guarantor  pursuant to this  Guaranty  should be  determined
without  regard  to any  rule of law or order  which  may  relieve  Valhi of any
portion of such  Guarantied  Obligations.  Guarantor  will permit any trustee in
bankruptcy,  receiver,  debtor  in  possession,  assignee  for  the  benefit  of
creditors  or  similar  Person to pay  Guarantied  Party,  or allow the claim of
Guarantied  Party in respect of, any such  interest  accruing  after the date on
which such proceeding is commenced.

(c) In the event that all or any portion of the Guarantied  Obligations are paid
by Valhi,  the  obligations of Guarantor  hereunder shall continue and remain in
full  force and effect or be  reinstated,  as the case may be, in the event that
all or any part of such  payment(s)  are  rescinded  or  recovered  directly  or
indirectly  from  any  Beneficiary  as  a  preference,  fraudulent  transfer  or
otherwise,  and any such  payments  which are so rescinded  or  recovered  shall
constitute Guarantied Obligations for all purposes under this Guaranty.

     2.12 NOTICE OF EVENTS.  As soon as  Guarantor  obtains  knowledge  thereof,
Guarantor shall give  Guarantied  Party written notice of any condition or event
which has resulted in (a) a material  adverse change in the financial  condition
of  Guarantor  or Valhi  or (b) a  breach  of or  noncompliance  with any  term,
condition  or covenant  contained  herein or in the Loan  Documents or any other
document delivered pursuant hereto or thereto.

     2.13 SET OFF.  In  addition to any other  rights any  Beneficiary  may have
under  law or in  equity,  if any  amount  shall at any time be due and owing by
Guarantor to any Beneficiary under this Guaranty, such Beneficiary is authorized
at any time or from time to time,  without  notice (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 of such Beneficiary owing to Guarantor and any other property
of  Guarantor  held by any  Beneficiary  to or for the credit or the  account of
Guarantor  against and on account of the Guarantied  Obligations and liabilities
of Guarantor to any Beneficiary under this Guaranty.

SECTION 3.  REPRESENTATIONS AND WARRANTIES

In order to induce  Guarantied  Party and  Beneficiaries to accept this Guaranty
and to enter into the Loan Documents,  Guarantor hereby  represents and warrants
to Beneficiaries that the following statements are true and correct:

     3.1 TRUST EXISTENCE. Guarantor is duly formed, validly existing and in good
standing  under the laws of the State of Delaware and has the trust power to own
its assets and to transact the business in which it is now engaged.

     3.2 TRUST POWER; AUTHORIZATION;  ENFORCEABLE OBLIGATIONS. Guarantor has the
trust  power,  authority  and legal right to execute,  deliver and perform  this
Guaranty and all  obligations  required  hereunder  and has taken all  necessary
trust action to authorize  its  Guaranty  hereunder on the terms and  conditions
hereof and its  execution,  delivery and  performance  of this  Guaranty and all
obligations  required  hereunder.  No  consent  of any other  Person  including,
without  limitation,  certificateholders  and  creditors  of  Guarantor,  and no
license,  permit,  approval or authorization  of, exemption by, notice or report
to, or registration,  filing or declaration with, any governmental  authority is
required  by  Guarantor  in  connection  with this  Guaranty  or the  execution,
delivery,  performance,  validity or  enforceability  of this  Guaranty  and all
obligations  required hereunder.  This Guaranty has been, and each instrument or
document required hereunder will be, executed and delivered by a duly authorized
trustee of Guarantor,  and this  Guaranty  constitutes,  and each  instrument or
document  required   hereunder  when  executed  and  delivered   hereunder  will
constitute,  the legally valid and binding obligation of Guarantor,  enforceable
against  Guarantor in accordance  with its terms,  except as enforcement  may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other similar laws or equitable  principles  relating to or limiting  creditors'
rights generally.

     3.3 NO LEGAL BAR TO THIS GUARANTY. The execution,  delivery and performance
of this Guaranty and the documents or  instruments  required  hereunder will not
violate any provision of any existing law or regulation binding on Guarantor, or
any order,  judgment,  award or decree of any court,  arbitrator or governmental
authority  binding on Guarantor,  or the Deposit Trust Agreement of Guarantor or
any securities issued by Guarantor, or any mortgage,  indenture, lease, contract
or other  agreement,  instrument or undertaking to which Guarantor is a party or
by which  Guarantor  or any of its assets may be bound,  the  violation of which
would have a material  adverse  effect on the  business,  operations,  assets or
financial  condition of Guarantor and its  Subsidiaries,  taken as a whole,  and
will not result in, or require, the creation or imposition of any lien on any of
its  property,  assets  or  revenues  pursuant  to the  provisions  of any  such
mortgage,   indenture,  lease,  contract  or  other  agreement,   instrument  or
undertaking.

     3.4 BENEFIT TO ASC. To the best of Guarantor's  knowledge,  the issuance of
this  Guaranty  hereunder to with  respect to the  Guarantied  Obligations  will
benefit ASC, as the sole owner of the Certificate Of Beneficial  Interest issued
by  Guarantor,  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.


SECTION 4.  MISCELLANEOUS

     4.1 SURVIVAL OF WARRANTIES. All agreements,  representations and warranties
made herein shall  survive the  execution  and delivery of this Guaranty and the
Loan Documents.

     4.2 NOTICES. Any communications  between Guarantied Party and Guarantor and
any notices or requests  provided herein to be given may be given by mailing the
same,  postage prepaid,  or by facsimile  transmission to each such party at its
address set forth in the Loan Documents or to such other  addresses as each such
party may in writing  hereafter  indicate.  Any notice,  request or demand to or
upon Guarantied Party or Guarantor shall not be effective until received.

     4.3  SEVERABILITY.  In case  any  provision  in or  obligation  under  this
Guaranty shall be invalid,  illegal or  unenforceable in any  jurisdiction,  the
validity,   legality  and   enforceability   of  the  remaining   provisions  or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

     4.4  AMENDMENTS  AND WAIVERS.  No amendment,  modification,  termination or
waiver of any  provision of this  Guaranty,  and no consent to any  departure by
Guarantor  therefrom,  shall  in any  event be  effective  without  the  written
concurrence  of  Guarantied  Party  and,  in the case of any such  amendment  or
modification,  Guarantor.  Any such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it was given.

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

     4.6  APPLICABLE  LAW.  THIS  GUARANTY  AND THE  RIGHTS AND  OBLIGATIONS  OF
GUARANTOR  AND  BENEFICIARIES  HEREUNDER  SHALL BE  GOVERNED  BY,  AND  SHALL BE
CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH,  THE INTERNAL LAWS OF THE STATE OF
WASHINGTON, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

     4.7  SUCCESSORS  AND ASSIGNS.  This  Guaranty is a continuing  guaranty and
shall be binding upon Guarantor and its  successors  and assigns.  This Guaranty
shall inure to the benefit of Beneficiaries and their respective  successors and
assigns.  Guarantor  shall not  assign  this  Guaranty  or any of the  rights or
obligations  of  Guarantor  hereunder  without  the  prior  written  consent  of
Guarantied  Party. Any Beneficiary  may,  without notice or consent,  assign its
interest in this Guaranty in whole or in part.  The terms and provisions of this
Guaranty  shall inure to the benefit of any transferee or assignee of the Notes,
and in the event of such transfer or assignment the rights and privileges herein
conferred upon such Beneficiary shall  automatically  extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

     4.8  CONSENT  TO  JURISDICTION   AND  SERVICE  OF  PROCESS.   ALL  JUDICIAL
PROCEEDINGS  BROUGHT  AGAINST  GUARANTOR  ARISING  OUT OF OR  RELATING  TO  THIS
GUARANTY, OR ANY OBLIGATIONS  HEREUNDER,  MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT  JURISDICTION  IN THE STATE OF  WASHINGTON.  BY EXECUTING AND
DELIVERING  THIS  AGREEMENT,  GUARANTOR,  FOR ITSELF AND IN CONNECTION  WITH ITS
PROPERTIES, IRREVOCABLY

     (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND
VENUE OF SUCH COURTS;

     (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

     (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH
COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,  TO
GUARANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 4.2;

     (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO
CONFER PERSONAL  JURISDICTION  OVER GUARANTOR IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;
AND

     (V) AGREES  THAT  BENEFICIARIES  RETAIN  THE RIGHT TO SERVE  PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO BRING  PROCEEDINGS  AGAINST GUARANTOR IN THE
COURTS OF ANY OTHER JURISDICTION.

     4.9  WAIVER  OF TRIAL BY JURY.  GUARANTOR  AND,  BY ITS  ACCEPTANCE  OF THE
BENEFITS  HEREOF,  EACH  BENEFICIARY  EACH HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS GUARANTY. The scope of this waiver is intended to be all-encompassing of
any and all  disputes  that may be filed in any  court  and that  relate  to the
subject  matter  of this  transaction,  including  without  limitation  contract
claims,  tort  claims,  breach  of duty  claims  and all  other  common  law and
statutory claims.  Guarantor and, by its acceptance of the benefits hereof, each
Beneficiary each (i) acknowledges that this waiver is a material  inducement for
Guarantor  and  Beneficiaries  to  enter  into  a  business  relationship,  that
Guarantor and Beneficiaries  have already relied on this waiver in entering into
this  Guaranty or accepting the benefits  thereof,  as the case may be, and that
each will continue to rely on this waiver in their related  future  dealings and
(ii) further warrants and represents that each has reviewed this waiver with its
legal  counsel,  and that each knowingly and  voluntarily  waives its jury trial
rights following  consultation  with legal counsel.  THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 4.9 AND EXECUTED
BY  GUARANTIED  PARTY  AND  GUARANTOR),  AND  THIS  WAIVER  SHALL  APPLY  TO ANY
SUBSEQUENT AMENDMENTS,  RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY.
In the event of litigation, this Guaranty may be filed as a written consent to a
trial by the court.

     4.10  NO  OTHER  WRITING.   This  writing  is  intended  by  Guarantor  and
Beneficiaries as the final expression of this Guaranty and is also intended as a
complete and exclusive statement of the terms of their agreement with respect to
the matters covered hereby. No course of dealing, course of performance or trade
usage,  and no parol  evidence of any  nature,  shall be used to  supplement  or
modify  any  terms  of  this  Guaranty.  There  are no  conditions  to the  full
effectiveness of this Guaranty.

     4.11 FURTHER ASSURANCES. At any time or from time to time, upon the request
of Guarantied Party,  Guarantor shall execute and deliver such further documents
and do such other acts and things as Guarantied Party may reasonably  request in
order to effect fully the purposes of this Guaranty.

     4.12  ACKNOWLEDGEMENT.   Guarantor  hereby  acknowledges  and  agrees  that
Guarantied Party will assign and grant a security  interest in all of Guarantied
Party's rights in, to and under this Guaranty to Northwest Farm Credit Services,
FLCA, as agent (the " AGENT") for the benefit of the holders (the "NOTEHOLDERS")
of the 7.61% Senior Notes due September 30, 2012 (the "SENIOR  NOTES") issued by
Guarantied  Party  pursuant to the Note  Purchase  Agreement,  dated October 17,
2005, among Guarantied Party, 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  Guarantied  Party's
obligations  under  the  Senior  Notes  and the  Note  Purchase  Agreement,  and
thereafter  the Agent shall have all of the rights  granted to Guarantied  Party
hereunder.  So long as the Agent has any security interest in this Guaranty, the
term  "GUARANTIED  PARTY" shall  include the Agent for all  purposes  under this
Agreement.


                  [Remainder of page intentionally left blank]



<PAGE>


IN WITNESS  WHEREOF,  Guarantor has caused this Guaranty to be duly executed and
delivered by its trustee  thereunto duly authorized as of the date first written
above.


AMALGAMATED COLLATERAL TRUST

By:  ASC Holdings, Inc., as Company Trustee

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


SNAKE RIVER SUGAR COMPANY


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