COMPX INTERNATIONAL INC.
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AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT
dated as of December 15, 1999
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BANKERS TRUST COMPANY,
as Agent
and
VARIOUS LENDING INSTITUTIONS
AMENDMENT NO. 1 TO
CREDIT AGREEMENT
This Amendment Number 1 to Credit Agreement (this "Agreement")
is entered into as of December 15, 1999, by the and among COMPX INTERNATIONAL
INC., a Delaware corporation (the "Company"), each of the several financial
institutions signatory hereto (collectively, the "Majority Lenders") and Bankers
Trust Company, a New York banking corporation, individually and as agent (the
"Agent") for the benefit of the Lenders under the Credit Agreement hereinafter
referred to.
RECITALS
A. The Company, the Agent and the financial institutions from time to
time party thereto are parties to that certain Credit Agreement dated as of
February 26, 1998 (the "Credit Agreement"). Unless otherwise specified herein,
capitalized terms used in this Agreement shall have the meanings ascribed to
them by the Credit Agreement, as amended hereby.
B. The Borrowers, the Agent and the Majority Lenders have agreed to
amend the Credit Agreement on terms and conditions herein set forth subject to
the terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual execution
hereof and other good and valuable consideration, the parties hereto agree as
follows:
1. Amendments to Credit Agreement. Section 8.5 of the Credit Agreement
is hereby amended by deleting the clause "after
the second anniversary hereof" where such words first appear after the words
"provided, however, that" in such section.
2. Representations and Warranties of the Borrowers. The Company
represents and warrants that:
(a) The execution, delivery and performance by the Company of this
Agreement have been duly authorized by all necessary corporate
action and that this Agreement is a legal, valid and binding
obligation of the Company enforceable against the Company in
accordance with its terms, except as the enforcement thereof
may be subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law
affecting creditors' rights generally;
(b) Each of the representations and warranties contained in the
Credit Agreement is true and correct in all material respects
on and as of the date hereof as if made on the date hereof,
except to the extent that any such representation or warranty
relates to an earlier date, in which case such representation
or warranty shall be true and correct in all material respects
as of such earlier date; and
(c) After giving effect to this Agreement, no Default or Unmatured
Default has occurred and is continuing.
3. Conditions to Effectiveness of Agreement. This Agreement shall
become effective on the date (the "Effective Date") each of the following
conditions precedent is satisfied:
(a) Execution and Delivery. The Company, the Agent and the
Majority Lenders shall have executed and delivered this
Agreement.
(b) No Defaults. After giving effect to this Agreement, no
Unmatured Event of Default or Event of Default under the
Credit Agreement shall have occurred and be continuing.
(c) Representations and Warranties. After giving effect to the
amendments contemplated by this Agreement, the representations
and warranties of the Company contained in this Agreement, the
Credit Agreement and the other Loan Documents shall be true
and correct in all respects as of the Effective Date, with the
same effect as though made on such date, except to the extent
that any such representation or warranty relates to an earlier
date, in which case such representation or warranty shall be
true and correct in all material respects as of such earlier
date.
(d) General. The Agent shall have received such other documents,
Certificates and opinions, as it may reasonably require.
4. Reference to and Effect Upon the Credit Agreement.
(a) Upon the Effective Date, each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof,"
"herein," or words of like import and each reference to the
Credit Agreement in each Loan Document shall mean and be a
reference to the Credit Agreement as amended and restated
hereby and the Credit Agreement is amended as set forth herein
and is hereby restated in its entirety to read as set forth in
the Credit Agreement with the amendments specified herein.
(b) Except as specifically amended above, all of the terms,
conditions and covenants of the Credit Agreement and the other
Loan Documents shall remain unaltered and in full force and
effect and are hereby ratified and confirmed in all respects.
(c) The execution, delivery and effectiveness of this Agreement
shall not operate as a waiver of any right, power or remedy of
the Agent or any Lender under the Credit Agreement or any
other Loan Document, nor constitute a waiver of any provision
of the Credit Agreement or any Loan Document, except as
specifically set forth herein.
5. Costs and Expenses. The Company hereby affirms its obligation under
Section 11.04 of the Credit Agreement to reimburse the Agent for all reasonable
costs, internal charges and out-of-pocket expenses paid or incurred by the Agent
in connection with the preparation, negotiation, execution and delivery of this
Agreement, including but not limited to the attorneys' fees and time charges of
attorneys for the Agent with respect thereto.
6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.
(signature pages follow)
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers thereunto duly
authorized as of the date above first written.
COMP X INTERNATIONAL INC., a Delaware
corporation
By:
Name:
Title:
BANKERS TRUST COMPANY, individually as a
Lender and as Agent
By:
Name:
Title:
BANK OF AMERICA, N.A., (Formerly NationsBank,
N.A.), as a Lender
By:
Name:
Title:
BANK OF TOYKO, as Lender
By:
Name:
Title:
FIRST UNION NATIONAL BANK, as a Lender
By:
Name:
Title:
WACHOVIA BANK, N.A., as a Lender
By:
Name:
Title:
REAFFIRMATION OF GUARANTY
Each of the undersigned acknowledges receipt of a copy of the Amendment
No. 1 to the Credit Agreement (the "Amendment") dated as of December 17, 1999,
consents to such Amendment and hereby reaffirms its obligations under that
certain Subsidiary Guaranty Agreement dated February 26, 1998.
Dated as of December 17, 1999.