EX-14 3 ex14.txt EXHIBIT 14 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/ Bobby D. O'Brien By /s/ Mark B. Grover ---------------------------- ----------------------- Bobby D. O'Brien Mark B. Grover Vice President and Treasurer First Vice President THE AGENT: PNB FINANCIAL BANK U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing By /s/ J. Bart Bearden Bank, and Arranger ----------------------- J. Bart Bearden Senior Vice President By /s/ Janice T. Thede TEXAS CAPITAL BANK ----------------------------- Janice T. Thede Vice President By /s/ W. Reed Allton ----------------------- W. Reed Allton Senior Vice President U.S. BANK NATIONAL ASSOCIATION By /s/ Janice T. Thede ---------------------- Janice T. Thede 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 Suite 900 Suite 900 4100 Spring Valley Boulevard 4100 Spring Valley Boulevard Dallas, Texas 75244 Dallas, Texas 75244 Attention: Janet T. Wheeler Attention: Janet T. Wheeler Corporate Banking Representative Corporate Banking Representative Telephone: (972) 361-2652 Telephone: (972) 361-2652 Telecopy: (972) 361-2550 Telecopy: (972) 361-2550 PNB FINANCIAL BANK Eurodollar Lending Office: Domestic Lending Office: ------------------------- ------------------------ PNB Financial Bank PNB Financial Bank Suite 1300 Suite 1300 2911 Turtle Creek Boulevard 2911 Turtle Creek Boulevard Dallas, Texas 75219 Dallas, Texas 75219 Attention: J. Bart Bearden Attention: J. Bart Bearden Senior Vice President Senior Vice President Telephone: (214) 252-4137 Telephone: (214) 252-4137 Telecopy: (214) 252-4098 Telecopy: (214) 252-4098 TEXAS CAPITAL BANK: Eurodollar Lending Office: Domestic Lending Office: ------------------------- ------------------------ Texas Capital Bank Texas Capital Bank Suite 900 Suite 900 2100 McKinney Avenue 2100 McKinney Avenue Dallas, Texas 75201 Dallas, Texas 75201 Attention: W. Reed Allton Attention: W. Reed Allton Vice President Vice President Telephone: (214) 932-6670 Telephone: (214) 932-6670 Telecopy: (214) 932-6604 Telecopy: (214) 932-6604 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 Suite 400 Suite 400 555 S.W. Oak Street 555 S.W. Oak Street Portland, Oregon 97204 Portland, Oregon 97204 Attention: Janice T. Thede, Attention: Janice T. Thede Vice President Vice President Telephone: (503) 275-4942 Telephone: (503) 275-4942 Telecopy: (503) 275-5428 Telecopy: (503) 275-5428 ANNEX III ADDRESSES FOR NOTICES THE BORROWER: Notice Address: Valhi, Inc. Suite 1700 5430 LBJ Freeway Dallas, Texas 5240-2697 Attention: Bobby D. O'Brien Vice President and Treasurer Telephone: (972) 233-1700 Telecopier: (972) 239-0142 THE AGENT: Notice Address: U.S. Bank National Association National Corporate Banking Division Suite 400 555 S.W. Oak Street Portland, Oregon 97204 Attention: Janice T. Thede Vice President Telephone: (503) 275-4942 Telecopy: (503) 275-5428 THE BANKS: COMERICA BANK: Notice Address: Comerica Bank Suite 000 4100 Spring Valley Dallas, Texas 75244 Attention: Janet L. Wheeler Corporate Banking Representative Telephone: (972) 361-2652 Telecopy: (972) 361-2550 PNB FINANCIAL BANK Notice Address: PNB FINANCIAL BANK Suite 1300 2911 Turtle Creek Boulevard Dallas, Texas 75219 Attention: J. Bart Bearden Senior Vice President Telephone: (214) 252-4137 Telecopy: (214) 252-4098 TEXAS CAPITAL BANK: Notice Address: Texas Capital Bank Suite 900 2100 McKinney Avenue Dallas, Texas 75201 Attention: W. Reed Allton Senior Vice President Telephone: (214) 932-6670 Telecopy: (214) 932-6604 U.S. BANK NATIONAL ASSOCIATION: Notice Address: U.S. Bank National Association National Corporate Banking Division Suite 400 555 S.W. Oak Street Portland, Oregon 97204 Attention: Janice T. Thede Vice President Telephone: (503) 275-4942 Telecopy: (503) 275-5428