WITNESSETH:

1
EXHIBIT 4.2

CONSENT AND WAIVER UNDER AND FIRST AMENDMENT TO CREDIT AGREEMENT

THIS CONSENT AND WAIVER UNDER AND FIRST AMENDMENT TO CREDIT AGREEMENT
(this "Consent and First Amendment") is dated as of the 16th day of October,
1997 among SAVANNAH FOODS & INDUSTRIES, INC. (the "Borrower"), WACHOVIA BANK,
N.A. (successor by merger to Wachovia Bank of Georgia, N.A.), as Agent (the
"Agent") and WACHOVIA BANK, N.A., THE CHASE MANHATTAN BANK, THE FIRST NATIONAL
BANK OF CHICAGO, CITIZENS BANK (formerly Second National Bank of Saginaw),
SUNTRUST BANK, ATLANTA, and COOPERATIEVE CENTRALERAIFFEISEN-BOERENLEEENBANK
B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH (collectively, the "Banks");

WITNESSETH:

WHEREAS, the Borrower, the Agent and the Banks executed and delivered
that certain Credit Agreement, dated as of April 1, 1996 (the "Credit
Agreement");

WHEREAS, the Borrower has requested that the Agent and the Banks
consent to the acquisition of Capital Stock of the Borrower in an amount which
will exceed the amount permitted by Section 7.01(l) of the Credit Agreement and
waive the Event of Default which otherwise occurs as a result thereof, and the
Agent and the Banks have agreed to such consent and waiver, provided that
certain provisions of the Credit Agreement are amended as set forth herein, and
subject to the terms and conditions hereof;

NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrower, the Agent and the
Banks hereby covenant and agree as follows:

1. Definitions. Unless otherwise specifically defined herein, each term
used herein which is defined in the Credit Agreement shall have the meaning
assigned to such term in the Credit Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer to the Credit
Agreement as amended hereby.

2. Consent and Waiver. Reference hereby is made to the following
(collectively, the "LCPI Commitment"): (i) the Commitment

Letter dated September 10, 1997, from Xxxxxx Commercial Paper Inc. ("LCPI") to
Imperial Xxxxx Corporation ("IHC"), as amended by Commitment Letter Amendment
dated September 18, 1997, for Senior Secured Credit Facilities described in term
sheets attached to the LCPI Commitment as Exhibits A, B and C, as such term
sheets were amended by such Commitment Letter Amendment, (ii) such term sheets
and (iii) any amendment to such Commitment Letter or such term sheets which has
been expressly consented to by the Agent and each of the Banks. Capitalized
terms used in this Section 2 which are defined in the LCPI Commitment shall have
the meaning assigned to such terms in the LCPI Commitment. Effective upon
satisfaction of each of the conditions to effectiveness set forth in Section 20
hereof, the Agent and the Banks (x) consent to the acquisition of the Shares by
IHC pursuant to the Tender Offer, provided that such acquisition is financed
solely by the Tender Facilities or other sources which do not include any
Borrowings under the Credit Agreement (the "Approved Change in Control"), and
(y) solely for purposes of the Approved Change in Control, waive the provisions
of Section 7.01(l) of the Credit Agreement, and agree that no Default or Event
of Default shall occur under the Credit Agreement by reason of the Approved
Change in Control.

3. Amendments to Section 1.01. Section 1.01 of the Credit Agreement
hereby is amended by deleting the definition of "Termination Date" and adding
the following new definitions in appropriate alphabetical order:

"IHC" means Imperial Xxxxx Corporation, a Texas corporation.

"IHC Merger" means (i) the "Merger", as defined in the LCPI
Commitment, or (ii) any other merger of the Borrower with IHC or any Person
which is Affiliate thereof, other than a Person which was an Affiliate of the
Borrower prior to the IHC Tender Date.

"IHC Tender Date" means the "Tender Date", as defined in the LCPI
Commitment.

"LCPI" means Xxxxxx Commercial Paper, Inc., 0 Xxxxx Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

"LCPI Commitment" means, collectively (i) the Commitment Letter
dated September 10, 1997, from LCPI to IHC, as amended by Commitment Letter
Amendment dated September 18, 1997, for Senior Secured Credit Facilities
described in term sheets attached to the LCPI Commitment as Exhibits A, B and C,
as such term sheets were amended by such Commitment Letter Amendment, (ii) such
term sheets and (iii) any amendment to such Commitment Letter or such term
sheets which has been expressly consented to by the Agent and each of the Banks.

"Restricted Payment" means (i) any dividend or other distribution on
any shares of the Borrower's Capital Stock (except dividends payable solely in
shares of its Capital Stock) or (ii) any payment on account of the purchase,
redemption, retirement or acquisition of (a) any shares of the Borrower's
Capital Stock (except shares acquired upon the conversion thereof into other
shares of its Capital Stock) or (b) any option, warrant or other right to
acquire shares of the Borrower's Capital Stock.

"Termination Date" means: (i) the earlier of (A) January 31, 1998,
(B) 90 days after the IHC Tender Date or (C) the date of any IHC Merger; or (ii)
such later date to which the Agent and each of the Banks may agree in writing,
in their sole and absolute discretion.

4. Replacement of Section 2.05(b). Section 2.05(b) of the Credit
Agreement hereby is deleted in its entirety, and the following new Section
2.05(b) is substituted therefor:

(b) Notwithstanding the foregoing, the outstanding
principal amount of the Loans, if any, together with all accrued but
unpaid interest thereon, if any, and the Face Amount of the outstanding
Banker's Acceptances, shall be due and payable on the Termination Date.

5. Replacement of Section 6.03. Section 6.03 of the Credit Agreement
hereby is deleted in its entirety, and the following new Section 6.03 is
substituted therefor:

SECTION 6.03. Maintenance of Existence and
Operations. The Borrower shall, and shall cause each Subsidiary to,
maintain its corporate existence and carry on its business in
substantially the same manner and in substantially the same fields as
such business is now carried on and maintained, and maintain its
operations in the ordinary course of business in accordance with
historical practices existing on September 30, 1997.

6. Amendment to Section 6.05. Section 6.05 of the Credit Agreement
hereby is amended by inserting the words ", subject to the definition of
Termination Date and the provisions of Section 2.05(b), if applicable," after
the words "provided that" in the sixth line thereof.

7. Amendment to Section 6.14. Section 6.14 of the Credit Agreement
hereby is amended by inserting the words "(including, without limitation, any
transaction or arrangement involving or pertaining to transfer pricing)" after
the word "transaction" in the third line thereof.

8. Amendment to Section 6.16. Section 6.16 of the Credit Agreement
hereby is amended by adding the following at the end thereof:

, and provided, further, that, notwithstanding anything to the contrary
in this Section 6.16, no loans or advances may be made to IHC or to any
Person which is Affiliate thereof, other than a Person which was an
Affiliate of the Borrower prior to the IHC Tender Date, if otherwise
permitted pursuant to this Section 6.16.

9. Amendment to Section 6.17. Section 6.17 of the Credit Agreement
hereby is amended by adding the following at the end thereof:

, and provided, further, that, notwithstanding anything to the contrary
in this Section 6.17, no Investments may be made in IHC or to any
Person which is Affiliate thereof, other than a Person which was an
Affiliate of the Borrower prior to the IHC Tender Date, if otherwise
permitted pursuant to this Section 6.17.

10. New Section 6.25. The following new Section 6.25 hereby is added to
the Credit Agreement:

SECTION 6.25. Restricted Payments. The Borrower
will not declare or make any Restricted Payment during any
Fiscal Year.

11. Replacement of Section 7.01(b). Section 7.01(b) of the Credit
Agreement hereby is deleted in its entirety, and the following new Section
7.01(b) is substituted therefor:

(b) the Borrower shall fail to observe or perform any covenant
contained in Sections 6.01(e), 6.02(ii), 6.03 through 6.06, inclusive,
Sections 6.14 through 6.16, inclusive, or Sections 6.18 through 6.25,
inclusive; or

12. Restatement of Representations and Warranties. The Borrower hereby
restates and renews each and every representation and warranty heretofore made
by it in the Credit Agreement and the other Loan Documents as fully as if made
on the date hereof and with specific reference to this Consent and First
Amendment and all other loan documents executed and/or delivered in connection
herewith.

13. Effect of Consent and First Amendment. Except as set forth
expressly hereinabove, all terms of the Credit Agreement and the other Loan
Documents shall be and remain in full force and effect, and shall constitute the
legal, valid, binding and enforceable obligations of the Borrower. The consent
and waiver set forth in Section 2 hereof shall relate only to the Approved

Change in Control, and the amendments contained herein shall be deemed to have
prospective application only, unless otherwise specifically stated herein.

14. Ratification. The Borrower hereby restates, ratifies and reaffirms
each and every term, covenant and condition set forth in the Credit Agreement
and the other Loan Documents effective as of the date hereof.

15. Counterparts. This Consent and First Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which counterparts, taken together, shall constitute but
one and the same instrument.

16. Section References. Section titles and references used in this
Consent and First Amendment shall be without substantive meaning or content of
any kind whatsoever and are not a part of the agreements among the parties
hereto evidenced hereby.

17. No Default. To induce the Agent and the Banks to enter into this
Consent and First Amendment and to continue to make advances pursuant to the
Credit Agreement, the Borrower hereby acknowledges and agrees that, as of the
date hereof, and after giving effect to the terms hereof, there exists (i) no
Default or Event of Default and (ii) no right of offset, defense, counterclaim,
claim or objection in favor of the Borrower arising out of or with respect to
any of the Loans or other obligations of the Borrower owed to the Banks under
the Credit Agreement.

18. Further Assurances. The Borrower agrees to take such further
actions as the Agent shall reasonably request in connection herewith to evidence
the amendments herein contained to the Borrower.

19. Governing Law. This Consent and First Amendment shall be governed
by and construed and interpreted in accordance with, the laws of the State of
Georgia.

20. Conditions Precedent. This Consent and First Amendment shall become
effective only upon (i) execution and delivery of this Consent and First
Amendment by each of the parties hereto, and (ii) payment to the Agent, for the
ratable account of the Banks, of a consent, waiver and amendment fee in an
aggregate amount equal to 0.20% of the aggregate Commitments of the Banks.

IN WITNESS WHEREOF, the Borrower, the Agent and each of the Banks has
caused this Consent and First Amendment to be duly executed, under seal, by its
duly authorized officer as of the day and year first above written.

SAVANNAH FOODS & INDUSTRIES, WACHOVIA BANK, N.A. (successor by
INC., as Borrower (SEAL) merger to Wachovia Bank of Georgia,
N.A.), as Agent and as a Bank (SEAL)

By: By:
----------------------------------- ----------------------------------
Title: Title:

THE CHASE MANHATTAN BANK, THE FIRST NATIONAL BANK OF CHICAGO,
as a Bank (SEAL) as a Bank (SEAL)

By: By:
----------------------------------- ----------------------------------
Title: Title:

CITIZENS BANK (formerly SUNTRUST BANK, ATLANTA,
Second National Bank as a Bank (SEAL)
of Saginaw, as a Bank (SEAL)

By: By:
----------------------------------- ----------------------------------
Title: Title:

COOPERATIEVE CENTRALERAIFFEISEN-
BOERENLEEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH,
as a Bank (SEAL)

By:
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Title:

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WITNESSETH:

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