First Amendment to Second Amended and Restated Loan and Security Agreement



 EXHIBIT 10(d)(2) 

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED 
 LOAN AND SECURITY AGREEMENT 
 THIS FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of December 29, 2011 (the “Amendment Date”), among IMPERIAL SUGAR COMPANY, a Texas corporation (“Parent”), IMPERIAL
DISTRIBUTING, INC., a Delaware corporation (“Imperial Distributing”), IMPERIAL-SAVANNAH LP, a Delaware limited partnership (“Imperial Savannah”), RAGUS HOLDINGS, INC., a Delaware corporation
(“Ragus”) (each of Parent, Imperial Distributing, Imperial Savannah and Ragus is, individually, a “Borrower” and they are, collectively “Borrowers”), the additional Subsidiaries of Parent party to
this Amendment as Guarantors, the financial institutions party to this Amendment as Lenders, BANK OF AMERICA, N.A., a national banking association, as agent for Lenders (“Agent”), and MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, as Lead Arranger and Book Manager. 

R E C I T A L S: 

A. Borrowers, Guarantors, Lenders and Agent are parties to that certain Second Amended and Restated Loan and Security Agreement dated as
of May 18, 2011 (as the same may be amended, restated, modified, extended or renewed from time to time, the “Credit Agreement”). 
 B. Borrowers, Guarantors, Lenders and Agent desire to amend the Credit Agreement in certain respects as provided in this Amendment. 

NOW, THEREFORE, for good and valuable consideration hereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1. DEFINITIONS 

Section 1.1 Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in
the Credit Agreement. 
 SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT 

Section 2.1 Addition of Defined Term “Alternate Trigger Period”. Section 1.1 of the Credit Agreement
is hereby amended to add thereto the term “Alternate Trigger Period” (as a new defined term) and its definition, which term should be inserted into Section 1.1 in alphabetical order and which term and its definition shall read
as follows: 
 Alternate Trigger Period: any period commencing on any date on or after December 29,
2011 (and before April 15, 2012) if and when Availability for any day is less than $20,000,000 or an Event of Default has occurred and is continuing and ending on the date when no Event of Default has occurred and is continuing and which is the
earlier to occur of any date if and when the sum of Availability plus the Availability Block for such day is greater than $50,000,000 or April 15, 2012. 
 Section 2.2 Amendment to Definition of “Applicable Margin”. The definition of the term “Applicable Margin” is hereby amended and restated to read in its entirety as
follows: 







 Applicable Margin: with respect to any Type of Loan, the margin set
forth below, as determined by the Average Availability for the last calendar month: 
  

									
	 Level
	    	 Average Availability
	    	Base Rate
Revolver Loans	    	LIBOR Revolver
Loans	    	 
	I	    	> $90,000,000	    	1.25%	    	2.50%	    	
	II	    	> $70,000,000 and < $90,000,000	    	1.50%	    	2.75%	    	
	III	    	> $40,000,000 and < $70,000,000	    	1.75%	    	3.00%	    	
	IV	    	< $40,000,000	    	2.00%	    	3.25%	    	

 Notwithstanding the foregoing, from December 29, 2011, through December 31, 2011, margins shall
be determined as if Level IV were applicable. Thereafter, the margins shall be subject to increase or decrease upon receipt by Agent pursuant to Section 10.1.2 of the financial statements and corresponding Compliance Certificate for the
last calendar month, which change shall be effective on the first day of the calendar month following receipt. If, by the first day of a month, any financial statement or Compliance Certificate due in the preceding month has not been received, then,
at the option of Agent or Required Lenders, the margins shall be determined as if Level IV were applicable, from such day until the first day of the calendar month following actual receipt. Notwithstanding anything to the contrary set forth in the
table above, at all times after December 31, 2011, and from and after the initial date (if any) when (a) no Event of Default has occurred and is continuing and (b) the sum of Availability plus the Availability Block for any day is
greater than $50,000,000, each of the percentages under the headings “Base Rate Revolver Loans” and “LIBOR Revolver Loans” set forth in the table above shall be reduced by 0.25%. 

Section 2.3 Addition of Defined Term “Availability Block”. Section 1.1 of the Credit Agreement is
hereby amended to add thereto the term “Availability Block” (as a new defined term) and its definition, which term shall be inserted into Section 1.1 in alphabetical order and which term and its definition shall read as
follows: 
 Availability Block: the following amount, as applicable: (a) at any time other than
during any Alternate Trigger Period, zero, and (b) at any time during any Alternate Trigger Period, $10,000,000. 

Section 2.4 Amendment to Definition of “Availability Reserve”. The definition of the term “Availability
Reserve” is hereby amended and restated to read in its entirety as follows: 
 Availability Reserve:
the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the LC Reserve; (d) the Bank Product Reserve; (e) the Dilution Reserve; (f) the aggregate amount of liabilities secured
by Liens upon Collateral included in the Borrowing Base that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (g) the Availability Block; and (h) such additional
reserves, in such amounts and with respect to such matters, as Agent in its Credit Judgment may elect to impose from time to time (including, without limitation, reserves for Grower Liens and trusts created under PACA, and reserves for
warehousemen’s or bailee’s charges) (provided that such reserves, as they relate to the Accounts Formula Amount and Inventory Formula Amount components of the Borrowing Base only, shall be established in a manner generally consistent with








 
Agent’s customary credit policies for asset-based credit facilities predicated upon Accounts and Inventory). 
 Section 2.5 Amendment to Definition of “Borrowing Base”. The definition of the term “Borrowing Base” is hereby amended and restated to read in its entirety as follows:

 Borrowing Base: on any date of determination, an amount equal to the lesser of (a) the aggregate
amount of Revolver Commitments, minus the LC Reserve, minus the Availability Block; or (b) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, plus the Fixed Asset Formula Amount, minus the
Availability Reserve. 
 Section 2.6 Amendment to Definition of “Dominion Event”. The definition of the
term “Dominion Event” is hereby amended and restated to read in its entirety as follows: 

Dominion Event: an occurrence or event which initiates (whether before, on or after the Closing Date) the
commencement of a Trigger Period; provided, however, that Borrowers acknowledge and agree that a Dominion Event has occurred and exists as of the Closing Date and shall continue unless and until a Dominion Termination Event has
occurred after the Closing Date. 
 Section 2.7 Amendment to definition of “Excluded Assets”. The
definition of the term “Excluded Assets” is hereby amended and restated to read in its entirety as follows: 
 Excluded Assets: subject to the proviso below, (a) the Gramercy Assets, (b) the Gramercy Agreements, (c) any lease, license, contract, property right or agreement to which any
Obligor is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest hereunder shall constitute or result in a breach, termination or default under any such lease, license, contract, property
right or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other Applicable Law or principles of equity),
provided, however, that such security interest shall attach immediately to any portion of such lease, license, contract, property right or agreement that does not result in any of the consequences specified above, (d) any Equity
Interests in any Joint Venture other than Wholesome Sweeteners, Incorporated, (e) Excluded Accounts, (f) Foreign Inventory, and (g) any Property subject to a Lien permitted by Section 10.2.2(b), (g) or
(n); provided, however, that “Excluded Assets” shall not include any Accounts, Equipment or Inventory (other than Foreign Inventory) of any Borrower. For the avoidance of doubt, none of the Equity Interests in
Wholesome Sweeteners, Incorporated shall constitute “Excluded Assets”. 
 Section 2.8 Amendment to
Definition of “Fixed Asset Formula Amount”. The definition of the term “Fixed Asset Formula Amount” is hereby amended and restated to read in its entirety as follows: 

Fixed Asset Formula Amount: subject to the proviso below, the sum of (a) 85% of the NOLV Percentage of the
value of Borrowers’ Eligible Equipment determined from the most recent appraisal performed by an appraiser and on terms satisfactory to Agent plus (b) 50% of the fair market value of the Borrowers’ Eligible Real Estate
determined from the most recent appraisal performed by an appraiser and on terms satisfactory to Agent; provided, however, that in no event shall the Fixed Asset Formula Amount at any time exceed the Maximum Fixed Asset Formula Amount
at such time. For purposes of this definition, but subject to the further proviso below, the “Maximum Fixed Asset Formula 







 
Amount” shall mean $40,000,000; provided, however, that (i) such amount shall be automatically and permanently reduced on a cumulative basis from time to time after the
Closing Date (A) on July 1, 2011, in the amount of $700,000, (B) on the first day of each calendar quarter, commencing October 1, 2011, and continuing thereafter through the Revolver Termination Date, each of which reductions
shall be in the amount of $1,428,000, (C) concurrently with each consummation of any Asset Disposition of Eligible Equipment or Eligible Real Estate, except to the extent that the Net Proceeds thereof are reinvested in similar replacement
assets of equal or greater value used in the Ordinary Course of Business within 90 days after the date of such Asset Disposition, to the extent that the Fixed Asset Formula Amount attributable to such Eligible Equipment and/or Eligible Real Estate
sold or otherwise disposed of exceeds $500,000 per Fiscal Year, by an amount equal to the Net Proceeds thereof, (D) concurrently with each (if any) voluntary reduction of the Revolver Commitments in accordance with Section 2.1.4(a),
by an amount equal to 28.6% of the total amount by which the Revolver Commitments are reduced, and (E) on the earlier to occur of the Reduction Date or April 15, 2012, by the amount of $15,000,000, and (ii) the “Maximum Fixed
Asset Formula Amount” as of any date on or after July 1, 2011, shall mean the remainder of $40,000,000 minus the cumulative amount of all such reductions as of such date. For the avoidance of doubt, nothing contained in clause
(i)(C) above shall be construed as permitting any particular Asset Disposition, and reference is hereby made to Section 10.2.6 for purposes of determining the Asset Dispositions that are permitted under this Agreement. 

Section 2.9 Addition of Defined Term “Reduction Date”. Section 1.1 of the Credit Agreement is hereby
amended to add thereto the term “Reduction Date” (as a new defined term) and its definition, which term should be inserted into Section 1.1 in alphabetical order and which term and its definition shall read as follows:

 Reduction Date: means as such term is defined on First Amendment Schedule A attached
hereto and incorporated herein by reference. 
 Section 2.10 Amendment to Definition of “Trigger
Period”. The definition of the term “Trigger Period” is hereby amended and restated to read in its entirety as follows: 
 Trigger Period: the period (a) except as provided in clause (b) and clause (c) below, (i) commencing on the initial day that an Event of Default occurs or that
Availability is less than $25,000,000 at any time, and (ii) continuing until, for each day during any period of three consecutive calendar months, no Event of Default has existed and Availability has been greater than $40,000,000 at all times,
(b) for purposes of Section 10.3.1 only, (i) commencing on (A) the earlier to occur of the initial date when the sum of Availability plus the Availability Block for any day is greater than $50,000,000 or April 15,
2012, and (B) when an Event of Default occurs or when Availability is less than $20,000,000 at any time or is less than $25,000,000 for a period of any five (5) consecutive Business Days (for the avoidance of doubt, each of clause
(A) and (B) preceding must occur as a condition to the occurrence of the commencement date for purposes of this clause (b)(i)), and (ii) continuing until, for each day during any period of three consecutive calendar
months, no Event of Default has existed and Availability has been greater than $30,000,000 at all times, or (c) for purposes of Section 10.3.2 only, any Alternate Trigger Period. 

Section 2.11 Amendment to Section 7.1. Clause (i) of Section 7.1 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows: 







 (i) All Investment Property, and all Equity Interests (and including,
without limitation and for the avoidance of doubt, all Equity Interests issued by Wholesome Sweeteners, Incorporated); 

Section 2.12 Amendment to Section 8.1. The first sentence of Section 8.1 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows: 
 By the 20th day of each month, Borrower Agent shall deliver to Agent (and Agent
shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month; provided, however, that from and after December 29, 2011 and continuing thereafter unless and until
(a) the earlier to occur of the Reduction Date or April 15, 2012, and (b) when no Event of Default has occurred and is continuing (for the avoidance of doubt, each of clause (a) and clause (b) preceding must
occur as a condition to this proviso no longer applying), on or before the third Business Day of each week, Borrower Agent shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the
close of business of the last Business Day of the preceding week; provided, further, however, that if at any time Availability is $25,000,000 or less or, unless Agent otherwise agrees, if a Default then exists, Borrower Agent
shall during such period deliver to Agent Borrowing Base Certificates on a weekly basis on or before the third Business Day of each week for the last Business Day of the preceding week; provided, further, however, that, if
Average Availability thereafter exceeds $25,000,000 for three consecutive calendar months, Borrower Agent’s obligation to deliver Borrowing Base Certificates to Agent shall revert to monthly reporting as provided above (subject, again, to
reinstatement of weekly reporting as stated in the proviso above) (any such period being referred to as a “Weekly Reporting Period”). 
 Section 2.13 Amendment to Section 8.3.1. The first sentence of Section 8.3.1 of the Credit Agreement is herby amended and restated to read in its entirety as follows:

 Each Obligor shall keep accurate and complete records of its Inventory, including costs
and daily withdrawals and additions, and Borrower Agent shall submit to Agent inventory and reconciliation reports, in form satisfactory to Agent, on or before the 20th day of each month; provided, however, that, from and after December 29, 2011 and continuing
thereafter unless and until (a) the earlier to occur of the Reduction Date or April 15, 2012, and (b) when no Event of Default has occurred and is continuing (for the avoidance of doubt, each of clause (a) and clause
(b) preceding must occur as a condition to this proviso no longer applying), Borrower Agent shall submit to Agent inventory and reconciliation reports, in form satisfactory to Agent, on or before the third Business Day of each second and
fourth week of each month (determined as if the first week of such month is any whole or partial week which ends during such month). 
 Section 2.14 Amendment to Section 8.3.3. Section 8.3.3 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 

8.3.3 Acquisition, Sale and Maintenance. No Borrower shall acquire or accept any Inventory on consignment or
approval (unless such consignment or approval is consented to in writing by Required Lenders and complies with all conditions to any such consent), and shall take all steps to assure that all Inventory is produced in the U.S. in accordance with
Applicable Law, including the FLSA. In addition to the reports required by Section 8.3.1, Borrower Agent shall submit to Agent reports relating to any Inventory acquired or accepted on consignment or approval and reconciliation reports,
including 







 
reports showing all accounts payable due to consignors, in form and substance satisfactory to Agent, on or before the third Business Day of each week for the last Business Day of the preceding
week. No Borrower shall sell any Inventory on consignment or approval or any other basis under which the customer may return or require a Borrower to repurchase such Inventory. Borrowers shall use, store and maintain all Inventory with reasonable
care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where any Collateral
is located. 
 Section 2.15 Amendment to Section 10.1.2. Clause (i) of Section 10.1.2(m)
of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 
 (i) within 30
days after the end of each calendar month, or more frequently if requested by Agent during a Default or an Event of Default and upon 3 Business Days’ notice from Agent, (A) a schedule of each Borrower’s accounts receivable created
since the last such schedule which (in the case of the last such schedule delivered for any month) shall be reconciled to the Borrowing Base Certificate and such Borrower’s general ledger as of such last day of the immediately preceding month,
provided, however, that from and after December 29, 2011 and continuing thereafter unless and until (a) the earlier to occur of the Reduction Date or April 15, 2012, and (b) when no Event of Default has occurred and
is continuing (for the avoidance of doubt, each of clause (a) and clause (b) preceding must occur as a condition to this proviso no longer applying), such roll forward accounts receivable schedule shall be delivered on or
before the third Business Day of each week for the last Business Day of the preceding week, (B) if requested by Agent, information indicating, in the aggregate, the estimated amounts owing to any Farm Products Seller, (C) a schedule of
Inventory which (in the case of the last such schedule delivered for any month) shall be reconciled to the Borrowing Base Certificate and the general ledger as of the end of the immediately preceding month itemizing and describing the components and
quantity of all Inventory, the cost thereof, and the location thereof, provided, however, that, during any Alternate Trigger Period, such schedule shall be delivered on or before the third Business Day of each second and fourth week of
each month (determined as if the first week of such month is any whole or partial week which ends during such month) for the last Business Day of the preceding week, and (D) information regarding any change in the owner or lessor of any leased
premises, warehouses, processors, or other third parties from time to time in possession of any Collateral, and information regarding any change in any location where any Collateral is located, together with the address of the new location, the
name, telephone number, and other appropriate contact information of the appropriate sales representative, agent, contractor, or other Person at such location, a description of the nature of the contractual arrangement at such location, and the cost
of the Inventory and the net book value of Equipment and Real Estate at such location (which shall include, as necessary, an updated Schedule 8.6.1); 
 Section 2.16 Amendment to Section 10.2.4. Section 10.2.4 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 

10.2.4 Distributions; Upstream Payments. Declare or make any Distributions, except (subject to the last sentence
of this Section 10.2.4) (a) Upstream Payments, (b) of the Rights, (c) by Parent to redeem all issued and outstanding Rights for an aggregate consideration not to exceed $500,000 during the term of this Agreement, and
(d) consisting of the issuance of common or preferred stock of Parent in accordance with the Shareholders Rights Plan (as 







 
opposed to the making or payment of any Distribution on or with respect to such stock issued or to be issued); or create or suffer to exist any encumbrance or restriction on the ability of a
Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or under Restrictive Agreements permitted by Section 10.2.14. Notwithstanding the foregoing (but subject to the last sentence
of this Section 10.2.4), Parent may declare and pay cash dividends on its Equity Interests, and may repurchase any of its Equity Interests, if (but only if), immediately prior thereto and immediately after giving effect thereto,
(i) no Default or Event of Default exists or would result therefrom, and (ii) Availability after giving effect thereto would exceed $30,000,000; provided, however, Parent may declare and pay cash dividends on its Equity
Interests in an aggregate amount not to exceed $2,000,000 during any Fiscal Year if (but only if), immediately prior thereto and immediately after giving effect thereto, no Default or Event of Default exists or would result therefrom.
Notwithstanding the foregoing (but subject to the last sentence of this Section 10.2.4), the preceding provisions of this Section shall not prohibit (A) the payment of any dividend by Parent within 60 days after the date of the
declaration of such dividend if, at such date of declaration, the dividend so declared would have complied with the requirements of this Agreement if paid on the date of declaration thereof, or (B) so long as no Default or Event of Default has
occurred and is continuing or would result therefrom, (1) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of any Obligor held by any current or former officer, director or employee of any Obligor
pursuant to any restricted stock agreements, restricted stock unit agreements, equity subscription agreement, stock option agreement, shareholders’ agreement or similar plan or agreement, or (2) the repurchase of Equity Interests deemed to
occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options; provided that the aggregate amount paid under the foregoing clauses (1) and
(2) may not exceed $3,000,000 during any twelve-month period. Notwithstanding anything to the contrary contained in this Section 10.2.4, each Obligor shall not, and shall not permit any Subsidiary to, declare or make any
Distributions, other than Upstream Payments, at any time during any Alternate Trigger Period. 
 Section 2.17
Amendment to Section 10.3.1. Section 10.3.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 
 10.3.1 Minimum EBITDA. Maintain, as of the last day of each Fiscal Quarter ending immediately prior to the commencement date any Trigger Period or ending during any Trigger Period, EBITDA at least
equal to $20,000,000 for each period of four Fiscal Quarters ending immediately prior to such commencement date of any Trigger Period or ending during any Trigger Period. 
 Section 2.18 Addition of New Section 10.3.2. A new Section 10.3.2 is hereby added to the Credit Agreement immediately succeeding Section 10.3.1 thereof, which
new Section 10.3.2 shall read in its entirety as follows: 
 10.3.2 Minimum EBITDA during
Availability Block. Maintain, as of the last day of each month ending during any Trigger Period, EBITDA at least equal to the applicable amount set forth in the table attached hereto as First Amendment Schedule B and incorporated herein
by reference for each period set forth in such table ending on such date during any Trigger Period. 
 Section 2.19
[Intentionally omitted.] 







 Section 2.20 Amendment to Section 11.1(g). Section 11.1(g) of
the Credit Agreement is hereby amended and restated to read in its entirety as follows: 
 (g) Any judgment or
order for the payment of money is entered against an Obligor in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against all Obligors, $5,000,000 (net of any insurance coverage therefor acknowledged in
writing by the insurer) and the same shall remain unsatisfied, unvacated or unstayed pending appeal for a period of 30 days after the entry thereof; 
 Section 2.21 Amendment to Sections 12.2.1 and 14.1.4. Each of Section 12.2.1 and Section 14.1.4 of the Credit Agreement is hereby amended by deleting the phrase
“Permitted Asset Disposition” and inserting in lieu thereof the phrase “an Asset Disposition permitted by Section 10.2.6”. 
 Section 2.22 Amendment to Section 14.1.1(d). Section 14.1.1(d) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 

(d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall be effective
that would (i) alter Section 5.6, 7.1 (except to add Collateral) or 14.1.1; (ii) amend the definition of Borrowing Base (or any defined term used in such definition), Pro Rata or Required Lenders; (iii) increase any
advance rate or decrease the Availability Block; (iv) release Collateral with a book value greater than $5,000,000 during any calendar year, except as currently contemplated by the Loan Documents; or (v) release any Obligor from liability
for any Obligations, if such Obligor is Solvent at the time of the release; 
 Section 2.23 Addition of First
Amendment Schedule A and First Amendment Schedule B. Each of a new First Amendment Schedule A and a new First Amendment Schedule B is hereby added to the Credit Agreement immediately following the existing Schedules
thereto, which First Amendment Schedule A and First Amendment Schedule B shall read in its entirety as set forth on First Amendment Schedule A and First Amendment Schedule B, respectively, attached hereto. 

SECTION 3. CONDITIONS PRECEDENT 
 Section 3.1 Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent (except if and to the extent that
any of such conditions precedent is waived in writing by Agent and Required Lenders): 
 (a) Agent shall have received all of
the following, each in form and substance and otherwise reasonably satisfactory to Agent: 
 (i)
Amendment. This Amendment duly executed by all parties hereto; 
 (ii) Fees and Expenses. Payment
of all fees and expenses payable by Borrowers or the other Loan Parties (as applicable) which are due or payable on or before the Amendment Date, including, without limitation, all fees and expenses payable by Borrowers to Agent pursuant to
Section 4.11 and Section 4.12 of this Amendment; and 
 (iii) Resolutions.
Certified resolutions of the board of directors, members, managers, partners or similar governing body of each Loan Party which authorize the execution, delivery and performance of this Amendment and the other








 
agreements, documents and instruments referred to herein to which such Loan Party is a party. 
 (b) All representations and warranties of any Loan Party contained in the Credit Agreement or any other Loan Document (after giving effect to this Amendment) shall be true and correct as of the date
hereof as if made again on and as of the date hereof (except to the extent that such representations and warranties were expressly, in the Loan Documents, made only in reference to a specific date). 

(c) No Default or Event of Default shall have occurred and be continuing (after giving effect to this Amendment). 

SECTION 4. MISCELLANEOUS 

Section 4.1 Representations and Warranties. Each of Obligors represents and warrants to Agent and Lenders that (a) all
representations and warranties relating to such Obligor contained in the Credit Agreement or any other Loan Document (after giving effect to this Amendment) are true and correct as of the date hereof as if made again on and as of the date hereof
(except to the extent that such representations and warranties were expressly, in the Loan Documents, made only in reference to another specific date, in which case they are true and correct as of such specific date), (b) no Default or Event of
Default has occurred and is continuing (after giving effect to this Amendment), (c) such Obligor has all requisite power and authority to execute and deliver this Amendment, and (d) the execution and delivery of this Amendment by such
Obligor has been duly authorized by all necessary corporate or other organizational action, and does not and will not violate or result in any breach or contravention of any material agreement to which such Obligor or its Property is a party or
subject, any Organic Document of such Obligor or any Applicable Law. In addition, and without limiting the generality of the foregoing, each of Obligors represents and warrants to Agent and Lenders that (i) it is, as of the Amendment Date,
validly existing and in good standing under the laws of its jurisdiction of organization and (ii) each of its Organic Documents certify to Agent on May 18, 2011, remains in full force and effect without any amendment, supplement or other
modification thereof or thereto. 
 Section 4.2 Ratifications. Except as expressly modified and superseded by this
Amendment, the terms and provisions of the Credit Agreement and other Loan Documents are ratified and confirmed and shall continue in full force and effect. Obligors, Lenders and Agent agree that the Credit Agreement and other Loan Documents shall
continue to be legal, valid, binding and enforceable in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and
general principles of equity, regardless of whether considered in a proceeding in equity or at law. Without limiting the generality of the foregoing, (a) each Obligor hereby agrees that the Liens granted by it to secure the Obligations shall
and do continue and remain in full force and effect to secure the payment and performance of the Obligations and (b) each Guarantor hereby consents and agrees to all terms and provisions of this Amendment and hereby agrees that the Guaranty
executed by it shall and does continue and remain in full force and effect to guarantee the payment and performance of the Obligations. 
 Section 4.3 Reference to Credit Agreement, etc. Each of the Loan Documents, including the Credit Agreement and any and all other agreements, documents or instruments now or hereafter
executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, is hereby amended so that any reference in such Loan Document to the Credit Agreement shall mean a reference to the Credit
Agreement as amended hereby. This Amendment shall constitute a Loan Document. 







 Section 4.4 Effect of Amendment. Each Obligor hereby agrees that this
Amendment shall not limit or diminish the obligations of any Borrower or other Obligor under the Credit Agreement or any other Loan Document, and reaffirms its obligations under the Credit Agreement and each of the other Loan Documents. 

Section 4.5 Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
 Section 4.6 Governing Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF ANOTHER LAW (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

 Section 4.7 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of
Obligors, Lenders and Agent and their respective successors and permitted assigns, except that none of Obligors may assign or transfer any of its rights or delegate any of its duties or obligations hereunder without the prior written consent of
Agent and Required Lenders. 
 Section 4.8 Counterparts; Electronic Signatures. This Amendment may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Executed counterparts of a signature page to this
Amendment may be delivered by facsimile or electronic messaging system, and if so delivered shall have the same force and effect as manually signed originals for all purposes. 
 Section 4.9 Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 

Section 4.10 Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AND ALL OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTS
BETWEEN OR AMONG THE PARTIES HERETO AND THERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO OR
THERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES HERETO OR THERETO. 
 Section 4.11
Costs and Expenses. Borrowers agree to pay all reasonable out of pocket costs and expenses of Agent and each Co-Collateral Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the
reasonable fees and expenses of counsel. 
 Section 4.12 Amendment Fee. Borrowers agree to pay to Agent, on the
Amendment Date and for distribution pro-rata among Lenders based upon their respective Revolver Commitments, an amendment fee in the amount of $200,000. 







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

			
	BORROWERS:
	
	IMPERIAL SUGAR COMPANY
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Senior Vice President
	
	IMPERIAL DISTRIBUTING, INC.
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President
	
	IMPERIAL-SAVANNAH LP
		
	By:	 	Savannah Molasses & Specialties Company
	Title:	 	General Partner
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President
	
	RAGUS HOLDINGS, INC.
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President
	
	GUARANTORS:
	
	BIOMASS CORPORATION
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President









 
			
	
	DIXIE CRYSTALS FOODSERVICE, INC.
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President
	
	ICUBE, INC.
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President
	
	IMPERIAL HOLLY CORPORATION
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President
	
	IMPERIAL SWEETENER DISTRIBUTORS, INC.
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President
	
	MENU MAGIC FOODS, INC.
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President
	
	SAVANNAH FOODS INDUSTRIAL, INC.
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President









 
			
	
	SAVANNAH FOODS & INDUSTRIES, INC.
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President
	
	SAVANNAH INVESTMENT COMPANY
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President
	
	SAVANNAH MOLASSES & SPECIALTIES COMPANY
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President
	
	SAVANNAH SUGAR REFINING CORPORATION
		
	By:	 	/s/ H. P Mechler
	Name:	 	H. P Mechler
	Title:	 	Vice President









 
			
	AGENT AND LENDERS:
	
	BANK OF AMERICA, N.A.,
	as Agent and a Lender
		
	By:	 	/s/ Stephen J. King
	Name:	 	Stephen J. King
	Title:	 	Senior Vice President
	
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	/s/ Pamela Eskra
	Name:	 	Pamela Eskra
	Title:	 	Duly Authorized Signatory