FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement (this “Amendment”) dated as of November 9, 2022 (the “Amendment Effective Date”), is entered into between NLKW Holding, LLC, a Delaware limited liability company (the “Borrower”), and Valhi, Inc., a Delaware corporation (the “Lender”).
RECITALS
A. Borrower and Lender entered into that certain Loan Agreement dated as of November 14, 2016 (the “Agreement”).
B.The parties desire to amend the Agreement pursuant to the terms and conditions set forth herein.
NOW THEREFORE, the parties, intending to be legally bound, agree as follows:
1.Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby.
2.Amendments. The following term, as defined in Section 1.01 of the Agreement, is amended in its entirety to read as follows:
“Maturity Date” means the earlier to occur of December 31, 2030, (b) the date on which the maturity of the Loans is accelerated (or deemed accelerated) hereunder and (c) the Revolving Credit Commitment is reduced to zero or terminated.
3.Conditions Precedent. The obligations of the Lender under this Amendment shall be subject to the condition precedent that Lender shall have received this Amendment, duly executed and delivered by Borrower.
4.Ratifications. Except as expressly modified and superseded by this Amendment, the Loan Documents are ratified and confirmed and continue in full force and effect. The Loan Documents, as modified by this Amendment, continue to be legal, valid, binding and enforceable in accordance with their respective terms. Without limiting the generality of the foregoing, Borrower does hereby ratify and confirm that all liens heretofore granted to Lender were intended to, do and continue to secure the full payment and performance of the Secured Obligations (as defined in the Security Agreement). Borrower agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file and record such additional assignments, security agreements, modifications or agreements to any of the foregoing, and such other agreements, documents and instruments as Lender may reasonably request in order to perfect and protect those liens and preserve and protect the rights of Lender in respect of all present and future collateral.
5.Representations, Warranties and Confirmations. Borrower hereby represents and warrants to Lender that (a) this Amendment and the other Loan Documents executed in
