SECOND AMENDMENT AGREEMENT
This Second Amendment Agreement dated as of March 17,1997 (the "Amendment")
amends the Credit Agreement dated as of December 20, 1995, as amended (the
"Credit Agreement"), between Valhi, Inc., a Delaware corporation (the
"Borrower'), and Societe Generale, Southwest Agency (the "Bank"). Capitalized
terms defined in the Credit Agreement and not otherwise defined herein are used
herein with the meanings so defined.
WHEREAS, the Borrower has requested that the Bank (i) extend the Maturity
Date of the Credit Agreement for a period of 364 days and the Bank has agreed to
such extension on the terms and conditions set forth herein and (ii) make other
miscellaneous changes to certain terms and conditions in the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:
1.1 SECTION 1.01. The definitions of "Debt", "Maturity Date" and
"Subsidiary" contained in Section 1.01 of the Credit Agreement are amended as
follows:
The definition of "Debt" is hereby amended by the addition of the
following provision after the last word of such definition as follows:
"; provided, however, that in no event shall Debt include any
amounts which, by its terms, is non-recourse. Any such
determination of which debt is non-recourse shall be acceptable
to the Bank and its counsel."
The definition of "Maturity Date" is hereby amended by deleting the
date "March 17, 1997" from the definition of the term "Maturity Date" in
Section 1.01 and by substituting therefor the date "March 16, 1998".
The definition of "Subsidiary" is hereby amended by the deletion of
the following provision in the last sentence of such definition:
", provided that each Significant Subsidiary shall always be
deemed to be a Subsidiary for purposes of this Agreement"
1.2 SECTION 5.02. The date of "September 30, 1995" in Section 5.02 (a)(i)
and (a)(iii) shall be deleted and "December 31, 1996" substituted in lieu
thereof.
2. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Bank that each of the representations and warranties set forth
in the Credit Agreement are true and correct as of the date of this Amendment.
3. EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective on
the date the Bank has received the following:
(a) a counterpart of this Amendment executed by the Borrower, and
(b) a Certificate of Secretary or Assistant Secretary of the Borrower
which certifies the title, authority and true signature of the officer of the
Borrower executing this Amendment on behalf of the Borrower.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts which together shall constitute an instrument.
5. GOVERNING LAW. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of Texas.
6. ENTIRE AGREEMENT. THIS 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 Amendment No. 2 to
be executed by their respective officers duly authorized as of the date first
written above.
BORROWER:
VALHI, INC.
/s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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Title: Vice President
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BANK:
SOCIETE GENERALE,
SOUTHWEST AGENCY
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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