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SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND RELEASE OF EUROPEAN INVESTMENT COLLATERAL THIS SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND RELEASE OF EUROPEAN

Waiver Agreement

SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND RELEASE OF  EUROPEAN INVESTMENT COLLATERAL   THIS SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND RELEASE OF EUROPEAN | Document Parties: COMPX INTERNATIONAL INC You are currently viewing:
This Waiver Agreement involves

COMPX INTERNATIONAL INC

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Title: SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND RELEASE OF EUROPEAN INVESTMENT COLLATERAL THIS SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND RELEASE OF EUROPEAN
Governing Law: North Carolina     Date: 3/30/2005
Industry: Furniture and Fixtures     Sector: Consumer Cyclical

SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND RELEASE OF  EUROPEAN INVESTMENT COLLATERAL   THIS SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND RELEASE OF EUROPEAN, Parties: compx international inc
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                                                                   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

 

<PAGE>

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


 
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