THIRD AMENDMENT OF CREDIT AGREEMENT
This Third Amendment of Credit Agreement (the "Third Amendment") is
entered into as of November 2, 2001, among VALHI, INC. (the "Borrower"),
U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), COMERICA BANK, and TEXAS CAPITAL
BANK (collectively, the "Banks"), and U.S. Bank, as the Administrative Agent and
Issuing Bank.
RECITALS
A. The Borrower and the Banks are parties to a Credit Agreement dated
as of November 6, 1998, as amended by a First Amendment Agreement dated as of
November 5, 1999, and a Second Amendment Agreement dated as of November 3, 2000
(which Credit Agreement, as amended, is referred to in this Third Amendment as
the "Credit Agreement"). Capitalized terms defined in the Credit Agreement and
not otherwise defined in this Third Amendment are used in this Third Amendment
with the meanings so defined in the Credit Agreement.
B. U.S. Bank is the Agent, the Issuing Bank, and the Arranger under the
Credit Agreement and the other Credit Documents.
C. The Borrower has requested the Banks to extend the Maturity Date of
the Credit Agreement for a period of 364 days and has requested that the
aggregate amount of the Commitments be increased to $55,000,000.
D. The Banks have elected to renew and extend for 364 days the credit
facility governed by the Credit Agreement and U.S. Bank has agreed to increase
its Commitment to $35,000,000, as more particularly described in this Third
Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, the parties to this Third Amendment agree as
follows:
1. Amendment of the Credit Agreement. From and after the Third
Amendment Effective Date, the Credit Agreement hereby is amended as follows:
(a) Amendment of Section 1.01 of the Credit Agreement. Section 1.01 of
the Credit Agreement is amended as follows:
(i) the reference to the date "September 16, 1998" (which
previously has been amended to October 17, 2000) in the
definition of the term "Agent Fee Letter" hereby is deleted
and replaced by "October 24, 2001"; and
(ii) the reference to the date "November 3, 2000" (which previously
has been amended to November 2, 2001) in the definition of the
term "Maturity Date" hereby is deleted and replaced by
"November 1, 2002."
(b) Revised Annexes. Annexes I, II, and III to the Credit Agreement
hereby are replaced in their entirety with Annexes I, II, and III attached to
this Third Amendment.
2. Replacement Notes. Each of the Banks agrees to return to the
Borrower, immediately following the Third Amendment Effective Date, the Notes
issued pursuant to the Credit Agreement in favor of such Bank, marked on the
face of such Note "replaced by note issued pursuant to Third Amendment of Credit
Agreement."
3. Representations and Warranties; No Default. The Borrower hereby
represents and warrants to each of the Banks that all of the representations and
warranties of the Borrower set forth in the Credit Agreement are true and
correct as of the date of this Third Amendment and no Default has occurred and
is continuing as of the date of this Third Amendment.
4. Effectiveness of Third Amendment. This Third Amendment shall become
effective on November 2, 2001 (the "Third Amendment Effective Date"), provided
that the Agent has confirmed in writing to each of the parties to this Third
Amendment on such date that:
(a) Counterparts. The Agent has received a counterpart of this
Third Amendment executed by each of the parties to this Third
Amendment;
(b) Borrower's Certificate. The Agent has received a Certificate
of Secretary or Assistant Secretary of the Borrower that
certifies (i) the title, authority, and true signature of the
officer of the Borrower executing this Third Amendment on
behalf of the Borrower, (ii) that the Borrower's Certificate
of Incorporation and Bylaws have not changed since the
delivery of those certified to the Banks as of the date of the
original closing of the Credit Agreement, and
(iii) resolutions of the Borrower's Board of Directors
authorizing the continuation of the credit facility governed
by the Credit Agreement, as amended by this Third Amendment;
(c) Form U-1. The Agent has received a Federal Reserve Form U-1
dated as of November 2, 2001, duly completed and executed by
the Borrower and the Agent; and
(d) New Notes. The Agent has received (i) a Note payable to the
order of U.S. Bank in the principal amount of $35,000,000,
(ii) a Note payable to the order of Comerica Bank in the
principal amount of $15,000,000, and (iii) a Note payable to
the order of Texas Capital Bank in the principal amount of
$5,000,000, each duly executed by the Borrower and in the form
of Exhibit A to the Credit Agreement.
5. Counterparts. This Third Amendment may be executed in any number of
counterparts (which together shall constitute a single document).
6. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7. ENTIRE AGREEMENT. THIS THIRD 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.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be executed by their respective officers duly authorized as of the date first
written above.
THE BORROWER: THE BANKS:
VALHI, INC. COMERICA BANK
By By
Xxxxx X. X'Xxxxx X. Xxxxxxxx Xxxxxx
Vice President and Treasurer Assistant Vice President
THE AGENT: TEXAS CAPITAL BANK
U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent, Issuing By
Bank, and Arranger X. Xxxx Xxxxxx
Senior Vice President
By U.S. BANK NATIONAL ASSOCIATION
Xxxxxx X. Xxxxx
Vice President
By
Xxxxxx X. Xxxxx
Vice President
ANNEX I
COMMITMENTS
Comerica Bank $15,000,000
Texas Capital Bank $5,000,000
U.S. Bank National Association $35,000,000
Total Commitments $55,000,000
ANNEX II
APPLICABLE LENDING OFFICES FOR BANKS
COMERICA BANK:
Eurodollar Lending Office: Domestic Lending Office:
Comerica Bank Comerica Bank
Xxxxx 000 Xxxxx 000
4100 Spring Valley 0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000 Xxxxxx, Xxxxx 00000
Attention: X. Xxxxxxxx Xxxxxx Attention: X. Xxxxxxxx Xxxxxx
Assistant Vice President Assistant Vice President
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Telecopy: (000) 000-0000 Telecopy: (000) 000-0000
TEXAS CAPITAL BANK:
Eurodollar Lending Office: Domestic Lending Office:
Texas Capital Bank Texas Capital Bank
4230 LBJ Freeway 0000 XXX Xxxxxxx
Xxxxxx, Xxxxx 00000 Xxxxxx, Xxxxx 00000
Attention: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx
Vice President Vice President
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Telecopy: (000) 000-0000 Telecopy: (000) 000-0000
U.S. BANK NATIONAL ASSOCIATION:
Eurodollar Lending Office: Domestic Lending Office:
U.S. Bank National Association U.S. Bank National Association
National Corporate Banking National Corporate Banking Division
Xxxxx 000 Xxxxx 000
000 X.X. Xxx Xxxxxx 000 X.X. Xxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000 Xxxxxxxx, Xxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Attention: Xxxxxx X. Xxxxx
Vice President Vice President
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Telecopy: (000) 000-0000 Telecopy: (000) 000-0000
ANNEX III
ADDRESSES FOR NOTICES
THE BORROWER:
Notice Address: Valhi, Inc.
Suite 1700
0000 XXX Xxxxxxx
Xxxxxx, Xxxxx 0000-0000
Attention: Xxxxx X. X'Xxxxx
Vice President and Treasurer
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
THE AGENT:
Notice Address: U.S. Bank National Association
National Corporate Banking Division
Suite 400
000 X.X. Xxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Vice President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
THE BANKS:
COMERICA BANK:
Notice Address: Comerica Bank
Suite 400
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: X. Xxxxxxxx Xxxxxx
Assistant Vice President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
TEXAS CAPITAL BANK:
Notice Address: Texas Capital Bank
Suite 900
0000 XxXxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: X. Xxxx Xxxxxx
Senior Vice President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
U.S. BANK NATIONAL ASSOCIATION:
Notice Address: U.S. Bank National Association
National Corporate Banking Division
Suite 400
000 X.X. Xxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Vice President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
