EXTENSION AGREEMENT
This extension agreement (this "Agreement") is dated as of November 7,
1997, and is among Contran Corporation, a Delaware corporation ("Contran"), the
affiliated corporations known as the "Contran Affiliates," U.S. Bank National
Association ("USB"), and Societe Generale, Southwest Agency ("SoGen").
Recitals
A. Contran, the Contran Affiliates (collectively, the "Contran Companies") and
USB 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"), under which USB and SoGen provide $40 million in working
capital to the Contran Companies until the Expiry Date (November 7, 1997).
B. The parties desire to extend the Expiry Date of the 1996 Loan Documents for
an additional 364 days (to November 6, 1998). All capitalized terms that
are not defined in this Agreement are used herein as they are defined in
the 1996 Loan Agreement.
NOW, THEREFORE, for value, it is agreed that:
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
Agreement and the 1996 Loan Documents as extended by this Agreement, (c)
the individual executing this Agreement on its behalf has been duly
authorized to take such action, (d) the 1996 Loan Documents, as extended by
this Agreement, 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
generally applicable rules of law, (e) the financial information provided
to the Bank Group in applying to extend the 1996 Loan Documents presents
fairly its financial position as of the date of such financial statements
and the results of its operations and changes in financial position for the
period then ending, (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
Agreement.
2. The Contran Companies will continue to pay each member of the Bank Group
its percentage share of the Commitment Fee.
3. Each member of the Bank Group hereby extends the Expiry Date and,
therefore, its commitment to make Advances to the Contran Companies, and
the terms and conditions of the 1996 Loan Documents to November 6, 1998.
USB's several commitment is limited to $30 million and SoGen's several
commitment is limited to $10 million.
4. This Agreement will become effective only when each party has signed it and
faxed a copy of its signature to the other parties. Each party will
deliver manually signed counterparts of this page to Agent for distribution
to the other parties.
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 NATIONAL CITY LINES, INC.
SOUTHWEST AGENCY
By /s/ Xxxxx X. X'Xxxxx
By /s/ Xxxxxxx X. Xxxxx ---------------------------
---------------------------
Xxxxx X. X'Xxxxx
Xxxxxxx X. Xxxxx Vice President & Treasurer
Vice President
VALHI GROUP, INC.
By /s/ Xxxxx X. X'Xxxxx
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Xxxxx X. X'Xxxxx
Vice President & Treasurer
