SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT, dated as of September ,
1997, to the Rights Agreement, dated as of March 31,
1989, as amended as of July 14, 1997 (the "Rights
Agreement"), between Savannah Foods & Industries, Inc., a
Delaware corporation (the "Company"), and Wachovia Bank,
N.A., as successor Rights Agent (the "Rights Agent") to
Citizens and Southern Trust Company (Georgia), N.A.
WHEREAS, the Company and the Rights Agent
entered into the Rights Agreement specifying the terms of
the Rights (as defined therein);
WHEREAS, Section 26 of the Rights Agreement
provides as follows:
"Section 26. Supplements and Amendments.
Prior to the Final Amendment Date and subject
to the penultimate sentence of this Section 26,
the Company and the Rights Agent shall, if the
Company so directs, supplement or amend any
provision of this Agreement without the
approval of any holders of certificates
representing shares of Common Stock. From and
after the Final Amendment Date and subject to
the penultimate sentence of this Section 26,
the Company and the Rights Agent shall at any
time and from time to time, if the Company so
directs, supplement or amend this Agreement
without the approval of any holders of Rights
Certificates in order (a) to cure any
ambiguity, (b) to correct or supplement any
provision contained herein which may be
defective or inconsistent with any other
provisions herein, (c) to shorten or lengthen
any time period hereunder (which shortening or
lengthening, following the first occurrence of
an event set forth in clause (A) and (B) of the
first proviso of Section 23(a) hereof, shall be
effective only if there are Continuing
Directors and shall require the concurrence of
a majority of such Continuing Directors), or
(d) to change or supplement the provisions
hereunder in any manner which the Company may
deem necessary or desirable and which shall not
adversely affect the interests of the holders
of Rights Certificates (other than an Acquiring
Person, an Adverse Person or an Affiliate or
Associate of any such Person); provided,
however, that this Agreement may not be
supplemented or amended to lengthen [sic],
pursuant to clause (c) of this sentence, (i)
whether before or after the Final Amendment
Date, to lengthen a time period relating to
when the Rights may be redeemed or to modify
the ability (or inability) of the Continuing
Directors to redeem the Rights, in either case
at such time as the Rights are not then
redeemable or (ii) after the Final Amendment
Date, to lengthen, pursuant to clause (c) of
this sentence, any other time period unless
such lengthening is for the purpose of
protecting, enhancing or clarifying the rights
of or the benefits to the holders of Rights
(other than an Acquiring Person, an Adverse
Person or an Affiliate or Associate of any such
Person). Upon the delivery of a certificate
from an appropriate officer of the Company
which states that the proposed supplement or
amendment is in compliance with the terms of
this Section 26, the Rights Agent shall execute
such supplement or amendment. Notwithstanding
anything contained in this Agreement to the
contrary, no supplement or amendment shall be
made which changes the Redemption Price, the
Final Expiration Date, the Purchase Price or
the number of Units for which a Right is
exercisable. Prior to the Distribution Date,
the interests of the holders of Rights shall be
deemed coincident with the interests of the
holders of Common Stock."; and
WHEREAS, all acts and things necessary to
constitute this Second Amendment a valid agreement
according to its terms, have been done and performed, and
the execution and signing by the Company and the Rights
Agent of this Second Amendment have in each and all
respects been duly authorized by the Company and the
Rights Agent;
NOW, THEREFORE, in consideration of the
premises and agreements set forth in this Second
Amendment, the parties hereby agree as follows:
1. Section 1(u) of the Rights Agreement is
amended to read in its entirety as follows:
"(U) 'Exempt Person' shall mean (i) the
Company, (ii) any Subsidiary of the Company,
(iii) any employee benefit plan of the Company
or of any subsidiary of the Company, (iv) any
Person or entity organized, appointed or
established by the Company for or pursuant to
the terms of any such plan or (v) Imperial
Holly Corporation, a Texas corporation
("Imperial Holly"), and IHK Merger Sub
Corporation, a Delaware corporation and a
wholly owned subsidiary of Imperial Holly
("IHK"), if Imperial Holly or IHK would
otherwise become an Acquiring Person as a
result of (A) the approval, execution or
delivery of the Agreement and Plan of Merger to
be dated as of September , 1997, among
Imperial Holly, IHK and the Company (the
"Merger Agreement") or (B) consummation of the
transactions contemplated thereby."
2. Section 34 is amended to read in its
entirety as follows:
"Section 34. Merger with Imperial Holly.
Notwithstanding any provision herein to the
contrary, neither (a) the approval, execution
or delivery of the Merger Agreement nor (b) the
consummation of the transactions contemplated
thereby, will cause a Stock Acquisition Date or
a Distribution Date to occur or cause an event
set forth in Sections 7, 11 or 13 hereof to
occur."
3. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights
Agreement as amended hereby.
4. This Second Amendment shall be effective
as of September , 1997 and, except as set forth herein,
the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.
5. This Second Amendment may be executed in
two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have
caused this Second Amendment to be duly executed and
their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above
written.
SAVANNAH FOODS &
INDUSTRIES, INC.
By ________________________
Name:
Title:
Attest:
By ________________________
Name:
Title:
WACHOVIA BANK, N.A.
By ________________________
Name:
Title:
Attest:
By ________________________
Name:
Title: