FIRST AMENDMENT AGREEMENT
This First Amendment Agreement dated as of January 8, 1998 (the
"Agreement") is by and between Contran Corporation, a Delaware corporation (the
"Borrower"), and Societe Generale, Southwest Agency ("Bank").
INTRODUCTION
A. Pursuant to the Credit Agreement dated as of November 5, 1997, by and
between the Borrower and the Bank (the "Credit Agreement"), the Bank agreed to
provide advances to the Borrower pursuant to a revolving credit facility in an
aggregate principal amount outstanding at any time of up to U.S. $10,000,000.
B. The Borrower has requested that the Bank amend the indebtedness
covenant set forth in the Credit Agreement and the Bank has agreed to such
amendment subject to the terms and conditions set forth herein.
THEREFORE, in consideration of the premises and the mutual agreements,
representations and warranties set forth herein, and for other good and valuable
consideration, the Borrower and the Bank hereby agree as follows:
Section 1. Definitions; References. Unless otherwise defin-ed in this
Amendment, each capitalized term used in this Amendment has the meaning given to
such term in the Credit Agreement.
Section 2. Amendment. Section 7.4(d) of the Credit Agreement is hereby
amended by (a) deleting the number "$10,000,000" and substituting therefor the
number "$30,000,000," and (b) adding a comma and the following phrase prior to
the period at the end of such Section: "provided that no such Debt which is
incurred on or after January 9, 1998 may mature or otherwise be required to be
prepaid prior to the Termination Date."
Section 3. Representations and Warranties. The Borrower re-presents and
warrants to the Bank that:
(a) any representations and warranties set forth in the Credit Agreement,
as amended by this Amendment, and in any other Loan Document are true and
correct as of the date of this Amendment;
(b) the execution, delivery and performance of the Credit Agreement, as
amended by this Amendment, are within the power and authority of the Borrower
and have been duly authorized by appropriate proceedings. The Credit Agreement
as so amended constitutes a valid legally binding agreement of the Borrower
enforceable in accordance with its terms; and
(c) as of the date of this Amendment, no Default or Event of Default has
occurred and is continuing.
Section 4. Effectiveness. This Amendment shall become effective as of the
date hereof when the Bank shall have received the following:
(a) a counterpart of this Amendment duly executed by the Borrower;
(b) a certificate of the Secretary or an Assistant Secretary of the
Borrower certifying the name and true signature of the officer of the Borrower
authorized to sign this Amendment, in form and substance satisfactory to the
Bank;
Section 5. Choice of Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of Texas.
Section 6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 7. INTEGRATION. THE CREDIT AGREEMENT, AS AMENDED BY THIS
AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES RELATING TO THE FINANCING TRANSACTION CONTEMPLATED
THEREBY AND SUPERSEDES ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN
OR ORAL, BETWEEN THE PARTIES HERETO CONCERNING THE TRANSACTIONS PROVIDED FOR
HEREIN AND THEREIN.
EXECUTED as of the 8th day of January, 1998.
CONTRAN CORPORATION
/s/ Xxxxx X. X'Xxxxx
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Name: Xxxxx X. X'Xxxxx
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Title: Vice President and Treasurer
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SOCIETE GENERALE, SOUTHWEST AGENCY
/s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Vice President
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/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Assistant Treasurer
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