EXHIBIT H
FORM ACCESSION AGREEMENT
This Accession Agreement dated as of January 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
$70,000,000; and
Whereas, PNB Financial Bank has agreed to become a Bank under the
Credit Agreement with a Commitment on $15,000,000;
Now therefore the parties hereto agree as follows:
1. PNB Financial Bank shall, on and as of the Effective Date (as herein
defined) become a Bank under the Credit Agreement with a Commitment of
$15,000,000.
2. PNB Financial 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 PNB Financial 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, PNB Financial Bank shall be a "Bank" for all purposes
under the Credit Agreement.
5. On the Effective Date, the Borrower shall execute and deliver to PNB
Financial 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 PNB Financial Bank, and shall be in the amount of $15,000,000.
6. The date this Agreement becomes effective (the "Effective Date")
shall be January 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:_____________________________
Name:___________________________
Title:__________________________
AGENT:
U.S. BANK NATIONAL ASSOCIATION
As Agent
By:_____________________________
Name:___________________________
Title:__________________________
PNB FINANCIAL BANK:
By:_____________________________
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
ANNEX A TO ACCESSION AGREEMENT
APPLICABLE LENDING OFFICES AND
ADDDRESSES FOR NOTICE FOR PNB FINANCIAL BANK
Applicable Lending Offices:
Domestic Lending Office: Eurodollar Lending Office:
0000 Xxxxxx Xxxxx Xxxx. 0000 Xxxxxx Xxxxx Xxxx.
Xxxxx 0000 Xxxxx 0000
Xxxxxx, Xxxxx 00000 Xxxxxx, Xxxxx 00000
Xxxxxx X. Xxxx Xxxxxx X. Xxxx
Senior Vice President Senior Vice President
Direct Phone Line 214/000-0000 Direct Phone Line 214/000-0000
Telecopy: 214/252-4098 Telecopy 214/252-4098
Address for Notices:
0000 Xxxxxx Xxxxx Xxxx., Xxxxx 0000
Xxxxxx, Xxxxx 00000
Xxxxxx X. Xxxx
Senior Vice President
Direct Phone Line 214/252-4108
Telecopy: 214/252-4098
