FOURTH AMENDMENT OF CREDIT AGREEMENT
This Fourth Amendment of Credit Agreement (the "Fourth Amendment") is
entered into as of November 1, 2002, among VALHI, INC. (the "Borrower"), U.S.
BANK NATIONAL ASSOCIATION ("U.S. Bank"), COMERICA BANK, PNB FINANCIAL 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, a Second Amendment Agreement dated as of November 3, 2000, and
a Third Amendment of Credit Agreement date as of November 2, 2001 (which Credit
Agreement, as amended, is referred to in this Fourth Amendment as the "Credit
Agreement"). Capitalized terms defined in the Credit Agreement and not otherwise
defined in this Fourth Amendment are used in this Fourth Amendment with the
meanings so defined in the Credit Agreement.
B. The Borrower has requested the Banks to extend the Maturity Date of
the Credit Agreement for a period of 364 days.
C. The Banks have elected to renew and extend for 364 days the credit
facility governed by the Credit Agreement, as more particularly described in
this Fourth Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, the parties to this Fourth Amendment agree as
follows:
1. Amendment of the Credit Agreement. From and after the Fourth
Amendment Effective Date (as that term is defined in paragraph 3 below), 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 was amended to October 24, 2001) in the definition
of the term "Agent Fee Letter" hereby is deleted and replaced
by "October 17, 2002"; and
(ii) the reference to the date "November 5, 1999" (which previously
has been amended to November 1, 2002) in the definition of the
term "Maturity Date" hereby is deleted and replaced by
"October 31, 2003."
(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 Fourth Amendment.
2. Extension Fee. Contemporaneously with the execution of this Fourth
Amendment, the Borrower shall pay the Agent (for distribution to the Banks in
accordance with their Pro Rata Shares) an extension fee of $70,000.
3. Additional Negative Covenant. The following provision hereby is
added to Section 5.02 of the Credit Agreement after subsection (h) thereof:
"(i) Relationship of Aggregate Exposure to NL Industries'
Liquidity. Permit the Aggregate Exposure as of December 31, 2002, or
the last day of any calendar quarter thereafter, to exceed two times
the sum of (a) the total aggregate amount of unrestricted cash and cash
equivalents of NL Industries as of the date in question, and (b)
borrowing availability of NL Industries as of the date in question
under bank facilities maintained by NL Industries (to the extent such
availability is not subject to dividend restrictions under the
respective loan agreement)."
4. 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 Fourth Amendment and no Default has occurred and
is continuing as of the date of this Fourth Amendment.
5. Effectiveness of Fourth Amendment. This Fourth Amendment shall
become effective on November 1, 2002 (the "Fourth Amendment Effective Date"),
provided that the Agent has received each of the items specified below on or
before such date:
(a) Counterparts. The Agent has received a counterpart of this
Fourth Amendment executed by each of the parties to this Fourth
Amendment;
(b) Payment of Extension Fee. The Agent has received payment
of the extension fee owed by the Borrower pursuant to paragraph 2 of
this Fourth Amendment;
(c) 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 Fourth 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 Fourth Amendment; and
(d) Form U-1. The Agent has received a Federal Reserve Form
U-1 dated as of November 1, 2002, duly completed and executed by the
Borrower and the Agent.
6. Counterparts. This Fourth Amendment may be executed in any number of
counterparts (which together shall constitute a single document).
7. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. ENTIRE AGREEMENT. THIS FOURTH 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 Fourth
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 /s/ Xxxxx X. X'Xxxxx By /s/ Xxxx X. Xxxxxx
---------------------------- -----------------------
Xxxxx X. X'Xxxxx Xxxx X. Xxxxxx
Vice President and Treasurer First Vice President
THE AGENT: PNB FINANCIAL BANK
U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent, Issuing By /s/ J. Xxxx Xxxxxxx
Bank, and Arranger -----------------------
J. Xxxx Xxxxxxx
Senior Vice President
By /s/ Xxxxxx X. Xxxxx TEXAS CAPITAL BANK
-----------------------------
Xxxxxx X. Xxxxx
Vice President
By /s/ X. Xxxx Xxxxxx
-----------------------
X. Xxxx Xxxxxx
Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxxxx X. Xxxxx
----------------------
Xxxxxx X. Xxxxx
Vice President
ANNEX I
COMMITMENTS
Texas Capital Bank $5,000,000
Comerica Bank $15,000,000
PNB Financial Bank $15,000,000
U.S. Bank National Association $35,000,000
-----------
Total Commitments $70,000,000
ANNEX II
APPLICABLE LENDING OFFICES FOR BANKS
COMERICA BANK:
Eurodollar Lending Office: Domestic Lending Office:
------------------------- ------------------------
Comerica Bank Comerica Bank
Xxxxx 000 Xxxxx 000
0000 Xxxxxx Xxxxxx Xxxxxxxxx 0000 Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxx, Xxxxx 00000 Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx Attention: Xxxxx X. Xxxxxxx
Corporate Banking Representative Corporate Banking Representative
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Telecopy: (000) 000-0000 Telecopy: (000) 000-0000
PNB FINANCIAL BANK
Eurodollar Lending Office: Domestic Lending Office:
------------------------- ------------------------
PNB Financial Bank PNB Financial Bank
Xxxxx 0000 Xxxxx 0000
0000 Xxxxxx Xxxxx Xxxxxxxxx 0000 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxx, Xxxxx 00000 Xxxxxx, Xxxxx 00000
Attention: J. Xxxx Xxxxxxx Attention: J. Xxxx Xxxxxxx
Senior Vice President Senior 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
Xxxxx 000 Xxxxx 000
0000 XxXxxxxx Xxxxxx 0000 XxXxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000 Xxxxxx, Xxxxx 00000
Attention: X. Xxxx Xxxxxx Attention: X. Xxxx Xxxxxx
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 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 000
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Corporate Banking Representative
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
PNB FINANCIAL BANK
Notice Address: PNB FINANCIAL BANK
Suite 1300
0000 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxx, Xxxxx 00000
Attention: J. Xxxx Xxxxxxx
Senior 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