0000059255-10-000125 Sample Contracts

PLEDGE AGREEMENT For the Benefit of the Contran Deferred Compensation Trust No. 3
Pledge Agreement • August 5th, 2010 • Contran Corp • Personal credit institutions • Texas

This Pledge Agreement (this “Agreement”) is made as of April 1, 2007 between Contran Corporation, a Delaware corporation (“Contran”), and Valhi Holding Company, a Delaware corporation and a subsidiary of Contran (“VHC”).

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COLLATERAL AGREEMENT
Collateral Agreement • August 5th, 2010 • Contran Corp • Personal credit institutions • Texas

This Collateral Agreement (this “Agreement”) is made between Valhi Holding Company, a Delaware corporation (“VHC”), and Contran Corporation, a Delaware corporation that is an indirect parent corporation of VHC (“Contran”), as of October 2, 2009.

GUARANTY
Guaranty • August 5th, 2010 • Contran Corp • Personal credit institutions • Texas

THIS GUARANTY (as amended, modified or restated from time to time, this “Guaranty”) is entered into on OCTOBER 2, 2009, by VALHI HOLDING COMPANY, a Delaware Corporation (“Valhi Holding”), for the benefit of PLAINSCAPITAL BANK, individually and as agent (in such capacity, the “Administrative Agent”) for the Lenders and the L/C Issuer, (collectively, the “Credit Parties”) that are from time to time parties to the CREDIT AGREEMENT of even date herewith with CONTRAN CORPORATION (“Contran”) (which agreement, as it may be modified or amended from time to time, is referred to in this Guaranty as the “Credit Agreement.”)

CREDIT AGREEMENT among THE LENDERS FROM TIME TO TIME PARTIES HERETO, as Lenders, CONTRAN CORPORATION as Borrower, and PLAINSCAPITAL BANK, as Sole Bookrunner, Lead Arranger, and Administrative Agent DATED OCTOBER 2, 2009
Credit Agreement • August 5th, 2010 • Contran Corp • Personal credit institutions • Texas

THIS CREDIT AGREEMENT is entered into on OCTOBER 2, 2009, between and among CONTRAN CORPORATION (“Contran”); the institutions from time to time parties hereto as lenders (individually a “Lender” and collectively the “Lenders”); and PLAINSCAPITAL BANK, in its capacity as agent for the Lenders (the “Administrative Agent”) and as the sole lead arranger and bookrunner for the credit facilities described in this Agreement.

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • August 5th, 2010 • Contran Corp • Personal credit institutions • Texas

THIS PLEDGE AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this “Pledge Agreement”) is entered into on OCTOBER 2, 2009, between VALHI HOLDING COMPANY (“Valhi Holding”), and PLAINSCAPITAL BANK, as agent (in such capacity, the “Administrative Agent”), for the benefit of the Lenders and the L/C Issuer (collectively, the “Credit Parties”) that are from time to time parties to the CREDIT AGREEMENT of even date herewith among CONTRAN CORPORATION (“Contran”), the Credit Parties, and the Administrative Agent (which agreement, as it may be modified or amended from time to time, is referred to in this Pledge Agreement as the “Credit Agreement”).

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