Exhibit 10.9
Execution Version
SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND RELEASE OF
EUROPEAN INVESTMENT COLLATERAL
THIS SECOND
AMENDMENT TO CREDIT
AGREEMENT, WAIVER AND
RELEASE OF EUROPEAN
INVESTMENT COLLATERAL (this "Amendment") is
made and entered into as of this 7th
day of January, 2005 by and among COMPX INTERNATIONAL INC., a Delaware
corporation (the "Borrower"), the banks and lending institutions party to the
Credit Agreement referred to below (the
"Lenders"), and
WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association,
in its capacity as
administrative
agent for the Lenders (the "Administrative
Agent").
The Lenders have extended certain credit facilities to the Borrower
pursuant to the Credit Agreement dated as of January 22,
2003, by and among the
Borrower, the Lenders and the Administrative Agent (as amended by the First
Amendment to Credit Agreement dated as of October 20,
2003, and as otherwise
amended, restated, supplemented or modified from time to time, the "Credit
Agreement").
The Borrower
desires to dispose of its European subsidiaries (the "European
Subsidiary Sale") through a sale of all of the
capital stock of CompX
Europe
B.V., a Netherlands corporation ("CompX
Europe").
The Borrower has
requested that the
Administrative Agent
and the Lenders:
(i) waive the asset sale prohibition in the Credit Agreement to the extent
necessary to permit the European Subsidiary Sale, (ii) waive the mandatory
commitment reduction requirements in the Credit
Agreement as it pertains to the
European Subsidiary Sale, (iii) waive the
investment restriction covenant in the
Credit Agreement to the extent necessary to permit the Borrower to receive
partial payment for the European
Subsidiary Sale in the
form of a subordinated
note from the purchaser thereof (the "Subordinated Note"); (iv) delete CompX
Europe and each of its direct and indirect subsidiaries from the subsidiary
schedule to the Credit Agreement, and (v) release that portion of the capital
stock of CompX Europe which is pledged to the Administrative Agent for the
benefit of the Lenders pursuant to the Collateral
Agreement (as defined
in the
Credit Agreement).
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged,
the parties hereto agree as follows:
1. Capitalized Terms. All capitalized undefined terms used in this
Amendment shall have the meanings assigned
thereto in the Credit Agreement.
2. Waivers under
Credit Agreement.
So long as (a)
immediately before
and
after giving effect hereto there shall exist no Default or Event of
Default
under the Credit Agreement, (b) the
proceeds to Borrower represented by cash and
the principal amount of any note issued by the purchaser of CompX Europe
(including but not limited to the Subordinated Note) from the European
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Subsidiary Sale shall be at least
US$20,000,000, and (c) the European Subsidiary
Sale shall be consummated pursuant to a
sale agreement in substantially the form
and on substantially the terms furnished to the Administrative Agent and
approved by it in its reasonable
discretion,
the Lenders hereby
waive: (i) the
provisions of Section 10.5 of the Credit Agreement (Limitations on Sale of
Assets) to the extent necessary to permit
the European Subsidiary Sale; (ii) the
provisions of Section 2.7 of the Credit
Agreement (Permanent Reduction of the
Aggregate Commitment and the Alternative
Currency Commitment)
to eliminate the
requirement that the Aggregate Commitment be reduced by the proceeds of the
European Subsidiary Sale, it being agreed
that the Aggregate
Commitment will be
unchanged thereby; and (iii) the provisions of Section 10.3 of the Credit
Agreement (Limitation on Loans,
Advances, Investments and Acquisitions) to
the
extent necessary to permit the Borrower to
accept non-cash consideration for the
European Subsidiary Sale in the form of a
subordinated note from
the purchaser
of CompX Europe in an aggregate principal
amount not to exceed
(euro)4,000,000;
each of such foregoing waivers to take effect as of the Effective Time (as
defined below).
3. Amendment to
Schedule 6.1(b) to
Credit Agreement.
Effective as of
the
Effective Time (as defined below), Schedule 6.1(b) to the Credit Agreement
(Subsidiaries) is hereby amended to delete the
references to CompX Europe B.V.,
Thomas Regout Holding B.V., Thomas Regout
Nederland B.V., Thomas Regout B.V. and
Thomas Regout International B.V.
4. Release of
Pledged Stock. Effective as of the Effective Time (as defined
below), the Administrative Agent and the Lenders hereby
release their lien and
security interest in the capital stock of
CompX Europe pledged
pursuant to the
Collateral Agreement.
5. Effective
Time of this Amendment; Deadline for European Subsidiary
Sale
Permissions. This Amendment shall become effective (the "Effective Time")
simultaneously with the closing of the
European Subsidiary Sale, subject to
fulfillment of the following
conditions:
(a) Amendment Documents. The Administrative Agent shall
have received
this Amendment
executed by the Borrower, each of the Subsidiary
Guarantors
and each of the
Lenders.
(b) Amendment F