FIRST AMENDMENT OF LOAN AGREEMENT
This first amendment of loan agreement (the "First Amendment") is entered
into as of January 9, 1998, among Contran Corporation, a Delaware corporation
("Contran"), the affiliated corporations known as the "Contran Affiliates", U.S.
Bank National Association ("U.S. Bank"), and Societe Generale, Southwest Agency
("SoGen").
RECITALS
A. Contran, the Contran Affiliates (collectively, the "Contran
Companies") and U.S. Bank and SoGen (collectively, the "Bank Group") are parties
to a loan agreement dated as of November 8, 1996 (the "1996 Loan Agreement") and
certain related notes, guaranties, and security agreements (the "1996 Loan
Documents"). In addition, the Contran Companies and the Bank Group are parties
to an extension agreement dated as of November 7, 1997 (the "Extension
Agreement"), whereby the parties agreed, among other things, to extend the
Expiry Date to November 6, 1998.
B. The 1996 Loan Agreement, as modified by the Extension Agreement, is
referred to in this First Amendment as the "1996 Loan Agreement." Capitalized
terms used in this First Amendment that are not defined herein have the meaning
assigned to those terms in the 1996 Loan Agreement.
C. The Contran Companies have requested the Bank Group to modify Section
V(B)(1) of the 1996 Loan Agreement, which limits the amount of debt that may be
incurred by the Contran Companies. The Bank Group is willing to do so, subject
to the terms and conditions of this First Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Contran Companies and the Bank Group agree as
follows:
AGREEMENT
1. Each Contran Company represents and warrants to the Bank Group that
(a) it is in good standing under the laws of the state of its formation, (b) it
has been authorized to execute and perform its obligations under this First
Amendment and the 1996 Loan Documents (as modified by this First Amendment), (c)
the individual executing this First Amendment on its behalf has been duly
authorized to take such action, (d) the 1996 Loan Documents (as amended by this
First Amendment) are enforceable against it in accordance with their respective
terms, subject only to the effect of insolvency and other similar laws affecting
the rights and remedies of creditors generally, general principles of equity
whether applied by a court of law or equity, and general applicable rules of
law, (e) all financial information previously provided to the Bank Group
presents fairly its financial position as of the date of such financial
information and the results of its operations and changes in financial position
for the period in question, (f) the representations and warranties made to the
Bank Group in the 1996 Loan Documents continue to be true and correct in all
material respects, and (g) the Contran Companies are not in default in any
material respect under the 1996 Loan Documents as of the date of this First
Amendment.
2. Section V(B)(1) of the 1996 Loan Agreement hereby is amended and
restated as follows:
Additional Debt. Directly or indirectly (by borrowing, deferred purchase,
guarantee, or otherwise) incur more than $30,000,000 as a group in funded
debt in excess of that immediately available to the Contran Companies on
the date of this Agreement except for unsecured loans from the Contran
Companies to each Contran Company and/or Valhi;
3. This First Amendment will become effective only when each of the
Contran Companies and the members of the Bank Group has signed it and has sent a
copy of the signed document to the other parties to this First Amendment (which
may be accomplished by facsimile transmission). Each party to this First
Amendment will deliver manually signed counterparts of this First Amendment to
the Agent for distribution to the other parties.
4. Except as specified in paragraph 2 of this First Amendment, all of the
terms and conditions of the 1996 Loan Agreement and the 1996 Loan Documents
remain in full force and effect.
U.S. BANK NATIONAL ASSOCIATION CONTRAN CORPORATION
By /s/ Xxxxxx X. Xxxxx By /s/ Xxxxx X. X'Xxxxx
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Xxxxxx X. Xxxxx Xxxxx X. X'Xxxxx
Vice President Vice President & Treasurer
SOCIETE GENERALE, SOUTHWEST NATIONAL CITY LINES, INC.
AGENCY
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxx X. X'Xxxxx
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Xxxxxxx X. Xxxxx Xxxxx X. X'Xxxxx
Vice President Vice President & Treasurer
VALHI GROUP, INC.
By /s/ Xxxxx X. X'Xxxxx
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Xxxxx X. X'Xxxxx
Vice President & Treasurer
