AMENDED AND
RESTATED
SUBORDINATED TERM LOAN PROMISSORY
NOTE
$42,230,190.00
September 21, 2009
For and in consideration of value received, the
undersigned, COMPX INTERNATIONAL INC., a corporation duly
organized under the laws of Delaware (“ Maker
”), promises to pay to the order of TIMET FINANCE
MANAGEMENT COMPANY, a corporation duly organized under the laws
of Delaware (“ Payee ”), at its address 1007
Orange Street, Suite 1414, Wilmington, Delaware 19801, in lawful
money of the United States of America, the principal sum of
Forty-Two Million Two Hundred Thirty Thousand One Hundred and
Ninety United States Dollars ($42,230,190.00) together with
interest from the date hereof on the amount of principal from time
to time outstanding at a rate equal to the three month United
States LIBOR rate as quoted from time to time by The Wall Street
Journal or other reliable source, plus one percent (1.00%) per
annum. Simple interest shall be calculated on the basis
of a year of 365/366 days and for the actual number of days
(including the first, but excluding the last day) elapsed and shall
be paid in arrears quarterly on the last day of each March, June,
September and December, commencing March 31, 2011.
This Note amends and restates the Subordinated
Term Loan Promissory Note dated October 26, 2007 in the
original principal amount of $52,580,190.00 executed by Maker and
payable to the order of Payee (the “ Prior Note
”). This Note shall operate to renew, amend and
modify the rights and obligations of the parties under the Prior
Note, as provided herein, but shall not extinguish the obligations
under the Prior Note, nor effect a novation thereof. As
of the date of this Note, Maker owes Payee under the Prior Note an
unpaid principal amount of $42,230,190.00 and accrued and unpaid
interest on this principal amount of $152,448.09, which shall
become the unpaid principal and accrued and unpaid interest thereon
of this Note as of the date of this Note.
Principal payments of $250,000 will be due and
payable quarterly on the last day of each March, June, September
and December commencing March 31, 2011, with any and all remaining
outstanding principal and any accrued unpaid interest due on
September 30, 2014 (the “ Maturity Date
”). Maker shall designate any payments on this
Note as applying to either accrued and unpaid interest, to accrued
interest not yet payable, or to principal against the scheduled
principal payments from earliest to latest. Maker may
prepay principal or interest at any time without
penalty. In the event that principal or interest is not
paid within five days of when due or declared due, interest shall
thereafter accrue on the full amount of such payment at the rate of
United States LIBOR plus three percent (3%) per annum.
Notice of written demand for payment shall be
made by Payee to Maker by certified mail, postage prepaid and
return receipt requested to Maker’s address as set forth
under its signature below. The demand for payment or any
other communication shall be deemed given and effective as of the
date of delivery or upon receipt as set forth on the return
receipt.
Upon the occurrence and during the continuation
of an Event of Default (as defined below), Payee shall have all of
the rights and remedies provided in the applicable Uniform
Commercial Code, this Note or any other agreement between Maker and
in favor of Payee, as well as those rights and remedies provided by
any other applicable law, rule or regulation. In
conjunction with and in addition to the foregoing rights and
remedies of Payee, Payee may declare all indebtedness due under
this Note, although otherwise unmatured, to be due and payable
immediately without notice or demand
whatsoever. &n
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