FIRST AMENDMENT AGREEMENT
This First Amendment Agreement dated as of November 5, 1999 (the
"Amendment") amends the Credit Agreement dated as of November 6, 1998 (the
"Credit Agreement"), between Valhi, Inc., a Delaware corporation (the
"Borrower"), the Banks party thereto, and Societe Generale, Southwest Agency, as
the Administrative Agent for the Banks (the "Agent"). Capitalized terms defined
in the Credit Agreement and not otherwise defined herein are used herein with
the meanings so defined.
WHEREAS pursuant to Section 2.17 of the Credit Agreement the Borrower has
requested that the Banks extend the Maturity Date of the Credit Agreement for a
period of 364 days and the Banks have agreed to such extension on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is hereby amended by
deleting the date "November 5, 1999" from the definition of the term "Maturity
Date" in Section 1.01 thereof, and by substituting therefor the date "November
3, 2000".
2. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. The Borrower hereby
represents and warrants to the Bank that each of the representations and
warranties set forth in the Credit Agreement are true and correct as of the date
of this Amendment and no Default has occurred and is continuing as of the date
of this Amendment.
3. EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective on the
date the Agent has received the following:
(a) a counterpart of this Amendment executed by the Borrower, the Issuing
Bank and each of the Banks,
(b) a Certificate of Secretary or Assistant Secretary of the Borrower which
certifies the title, authority and true signature of the officer of the Borrower
executing this Amendment on behalf of the Borrower, and
(c) a Federal Reserve Form U-1 dated November 5, 1999 duly completed and
executed by the Borrower and the Agent.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts which together shall constitute an instrument.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. ENTIRE AGREEMENT. THIS AMENDMENT AND THE CREDIT AGREEMENT AND OTHER
CREDIT DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING TO
THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS AGREEMENTS, UNDERTAKINGS, UNDERSTANDINGS, REPRESENTATIONS OR
OTHER ARRANGEMENTS, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF THE PARTIES
IN CONNECTION HEREWITH EXCEPT TO THE EXTENT EXPRESSLY INCORPORATED OR
SPECIFICALLY REFERRED TO HEREIN OR THEREIN.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers duly authorized as of the date first
written above.
VALHI, INC.
By: /s/ Xxxxx X X'Xxxxx
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Xxxxx X. X'Xxxxx
Vice President and Treasurer
SOCIETE GENERALE, SOUTHWEST AGENCY
as the Issuing Bank and as a Bank
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Managing Director
COMERICA BANK
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Vice President
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U.S. BANK NATIONAL ASSOCIATION
By: /s/ Brennan K. Church
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Name: Brennan K. Church
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Title: Assistant Vice President
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