EXHIBIT H
FORM OF ACCESSION AGREEMENT
This Accession Agreement dated as of December 1, 2000 (this "Agreement) is
executed and delivered in connection with the Credit Agreement dated as of
November 6, 1998, among Valhi, Inc., a Delaware corporation, the financial
institutions parties thereto, as Banks, U.S. Bank National Association, as the
Administrative Agent, the Issuing Bank, and the Arranger (as modified from time
to time, the "Credit Agreement," the capitalized terms of which are used herein
unless otherwise defined herein).
Whereas, as contemplated by Section 2.18 of the Credit Agreement, the
Borrower has requested that the aggregate Commitments be increased to
$45,000,000; and
Whereas, Texas Capital Bank has agreed to become a Bank under the Credit
Agreement with a Commitment of $5,000,000;
Now therefore the parties hereto agree as follows:
1. Texas Capital Bank shall, on and as of the Effective Date (as herein
defined) become a Bank under the Credit Agreement with a Commitment of
$5,000,000.
2. Texas Capital Bank hereby (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Agreement; (ii) agrees that it will, independently and without reliance
upon the Agent or any other Bank, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement or any other Credit
Document; (iii) appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under the Credit Agreement and any
other Credit Document as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (iv) agrees that
it will perform all of the obligations which by the terms of the Credit
Agreement or any other Credit Document are required to be performed by it as a
Bank; (v) specifies as its Applicable Lending Offices the offices set forth in
Annex A of this Agreement.
3. The address for notices to Texas Capital Bank under the Credit Agreement
is set forth on Annex A to this Agreement.
4. On the Effective Date, notwithstanding anything to the contrary in the
Credit Agreement, the Texas Capital Bank shall be a "Bank" for all purposes
under the Credit Agreement.
5. On the Effective Date, the Borrower shall execute and deliver to Texas
Capital Bank a Note in the form of Exhibit A attached to the Credit Agreement,
which Note shall be dated as of the Effective Date, shall be payable to the
order of Texas Capital Bank, and shall be in the amount of $5,000,000.
6. The date this Agreement becomes effective (the "Effective Date") shall
be December 1, 2000, provided that on such date (i) no Default shall have
occurred and be continuing and (ii) the Borrower shall prepay any outstanding
Advances which were made by the Banks prior to such date.
7. In connection with this Agreement, the Borrower hereby represents and
warrants that all of the representations and warranties set forth in the Credit
Documents (other than those made as of a specific date) are true and correct in
all material respects on and as of the date of this Agreement, and no Default
has occurred.
8. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF this Agreement is executed and delivered as of the date
first mentioned above.
BORROWER:
VALHI, INC.
By:
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Name:
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Title:
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AGENT:
U.S. BANK NATIONAL ASSOCIATION,
As Agent
By:
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Name:
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Title:
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TEXAS CAPITAL BANK:
By:
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Name:
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Title:
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ANNEX A TO ACCESSION AGREEMENT
APPLICABLE LENDING OFFICES AND
ADDRESSES FOR NOTICE FOR TEXAS CAPITAL BANK
Applicable Lending Offices:
Domestic Lending Office: Eurodollar Lending Office:
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0000 XXX Xxxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxx Xxxxxxxx Attention:
Telephone: 000-000-0000 Telephone:
Telecopy: 000-000-0000 Telecopy:
Address for Notices:
0000 XxXxxxxx Xxx.
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
PROMISSORY NOTE
$5,000,000 December 1, 2000
For value received, the undersigned, Valhi, Inc., a Delaware corporation
(the "Borrower"), hereby promises to pay to the order of Texas Capital Bank (the
"Bank") the principal sum of Five Million and No/100 Dollars ($5,000,000) or, if
less, the aggregate outstanding principal amount of the Advances (as defined in
the Credit Agreement referred to below) made by the Bank to the Borrower,
together with interest on the unpaid principal amount of each such Advance from
the date of such Advance until such principal amount is paid in full, at such
interest rates, and at such times, as are specified in the Credit Agreement.
This Note is the Promissory Note referred to in, and is entitled to the
benefits of, and is subject to the terms of, the Credit Agreement dated as of
November 6, 1998, as amended (as the same may be further amended or modified
from time to time, the "Credit Agreement") among the Borrower, the Bank, the
other financial institutions parties thereto, and U.S. Bank National
Association, as the Administrative Agent (the "Agent"), the Issuing Bank, and
the Arranger. Capitalized terms used in this Note that are defined in the Credit
Agreement and not otherwise defined in this Note have the meanings assigned to
such terms in the Credit Agreement. The Credit Agreement, among other things,
(a) provides for the making of Advances by the Bank to the Borrower from time to
time in an aggregate amount not to exceed at any time outstanding the Dollar
amount first above mentioned and (b) contains provisions for acceleration of the
maturity of this Note upon the happening of certain events stated in the Credit
Agreement and for prepayments of principal prior to the maturity of this Note
upon the terms and conditions specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the United
States of America to the Agent at 000 Xxxxxxxxx Xxx Xxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxx 00000 (or at such other location or address as may be specified by the
Agent in writing to the Borrower) in same day funds. The Bank shall record all
Advances and payments of principal made under this Note, but no failure of the
Bank to make such recordings shall affect the Borrower's repayment obligations
under this Note.
Except as specifically provided in the Credit Agreement, the Borrower
hereby waives presentment, demand, protest, notice of intent to accelerate,
notice of acceleration, and any other notice of any kind. No failure to
exercise, and no delay in exercising, any rights hereunder on the part of the
holder of this Note shall operate as a waiver of such rights.
This Note shall be governed by and construed in accordance with the laws of
the state of New York.
VALHI, INC.
By:
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Name:
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Title:
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