EXHIBIT H
FORM OF ACCESSION AGREEMENT
This Accession Agreement dated as of February 15, 2002 (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
$72,500,000; and
Whereas, Texas Capital Bank has agreed to increase its existing
Commitment under the Credit Agreement from $5,000,000 to $7,500,000;
Now therefore the parties hereto agree as follows:
1. Texas Capital Bank's Commitment shall, on and as of the Effective
Date (as herein defined) be $7,500,000.
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 $7,500,000.
6. The date this Agreement becomes effective (the "Effective Date")
shall be February 15, 2002, 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: /s/ Xxxxx X. X'Xxxxx
Name: Xxxxx X. X'Xxxxx
Title: Vice President and Treasurer
AGENT:
U.S. BANK NATIONAL ASSOCIATION,
As Agent
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
TEXAS CAPITAL BANK:
By: /s/ W. Xxxx Xxxxx
Name: W. Xxxx Xxxxx
Title: Senior Vice President
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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Attention: Attention:
Telephone: Telephone:
Telecopy: Telecopy:
Address for Notices:
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Attention:
Telephone:
Telecopy:
PROMISSORY NOTE
$7,500,000 February 15, 2002
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 Seven Million Five hundred
thousand and No/100 Dollars ($7,500,000) 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
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: /s/ Xxxxx X. X'Xxxxx
Name: Xxxxx X. X'Xxxxx
Title: Vice President and Treasurer
