COMPX INTERNATIONAL INC.
AMENDMENT NO. 2 TO THE
CREDIT AGREEMENT
Dated as of December 20, 2001
BANKERS TRUST COMPANY,
As Agent
And
VARIOUS LENDING INSTITUTIONS
AMENDMENT NO. 2 TO
CREDIT AGREEMENT
This Amendment No. 2 to Credit Agreement (this "Agreement") is entered into
as of December 20, 2001, by 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.
(a) Section 1.1 of the Credit Agreement is amended by inserting the
following new defined term in alphabetical order therein:
"Maastricht Sale and Leaseback Transaction" means the sale by Xxxxxx Xxxxxx
International B.V. ("TRI") of the operating plant and plant site in
Maastricht, the Netherlands to the municipality of Maastricht for
approximately NLG 25 million, the concurrent leaseback of such plant and
plant site by TRI for approximately two years and the related obligation of
TRI to purchase an alternative plant site from the municipality of
Maastricht in 2002 or thereafter for approximately NLG 4.4 million.
(b) Section 1.1 of the Credit Agreement is further amended by
inserting a semicolon in place of the period at the end of the clause (x) of the
definition of "Indebtedness" contained therein and inserting the following
proviso at the conclusion of the definition of "Indebtedness"
provided, that notwithstanding the foregoing, the obligation of TRI to
purchase an alternate plant site as provided in the definition of
Maastricht Sale and Leaseback Transaction shall not be deemed to be
Indebtedness.
(c) Section 4.3(c) of the Credit Agreement is amended by inserting the
parenthetical clause "(other than the Maastricht Sale and Leaseback
Transaction)" immediately following the words "Asset Disposition" in such
Section.
(d) Section 8.10 of the Credit Agreement is amended by inserting the
phrase "other than pursuant to the Maastricht Sale and Leaseback Transaction" at
the conclusion of 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. Amendment Fee. In consideration of the execution of this Agreement by
the Agent and the Lenders, the Company hereby agrees to pay to each Lender which
executes this Agreement on or prior to 12:00 P.M. (New York City time) on
December 20, 2001 a fee (the "Amendment Fee") in an amount equal to such
Lender's Revolving Commitment multiplied by 0.05%.
4. 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 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) Payment of Amendment Fee. The Company shall have paid the
Amendment Fee in full to the Agent for ratable distribution to the Lenders that
have executed and delivered this Agreement on or prior to 12:00 P.M. (New York
City time) on December 20, 2001; provided, however, that the Amendment Fee shall
be payable only in the event that this Agreement has been executed by the
Persons described in Section 4(a) above.
(e) General. The Agent shall have received such other documents,
Certificates and opinions, as it may reasonably require.
5. 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.
6. 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.
7. 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.
COMPX INTERNATIONAL INC., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: VP, CFO & Treasurer
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BANKERS TRUST COMPANY, individually as a
Lender and as Agent
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: Vice President
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FIRST UNION NATIONAL BANK,
As a Lender
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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WACHOVIA BANK, N.A. as a Lender
By: /s/ Xxx X. Xxxx
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Name: Xxx X. Xxxx
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Title: Senior Vice President
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