Exhibit 2
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STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement"), is dated as of March 15,
2004 by and between Titanium Metals Corporation, a Delaware corporation
("Seller") and TIMET Finance Management Company, a Delaware corporation
("Purchaser").
1. Purchase and Sale of Shares.
1.1 Agreement to Purchase and Sell. Seller xxxxx xxxxx to Purchaser at
the Closing (as defined in Section 1.2 below), and Purchaser hereby purchases
from the Seller at the Closing, 1,206,900 shares (the "Shares") of the Class A
Common Stock, par value $0.01 per share, of CompX International, Inc., a
Delaware corporation, for an aggregate purchase price of $11,838,049.00
1.2 The Closing. The closing of the transactions set forth in this
Agreement (the "Closing") shall take place at the offices of Seller on March 15,
2004. At the Closing, Purchaser shall satisfy the purchase price set forth in
Section 1.1 to Seller by means of the posting of a credit by Purchaser to Seller
under that certain revolving Promissory Note by and between Seller as Maker and
Buyer as Payee dated as of November 5, 2001. Seller agrees, at the Closing and
from time to time thereafter upon request of Purchaser, to execute any transfer
documents required in order to transfer title to the Shares to Purchaser.
2. Representations and Warranties of Each of the Parties. Each party
represents and warrants as to itself, as of the date of this Agreement and as of
the Closing, as follows:
2.1 Power and Authority. Such party has the requisite power and
authority to make, execute, deliver and perform this Agreement.
2.2 Due Authorization. The execution, delivery and performance of this
Agreement by such party has been duly authorized by all necessary action on the
part of such party. This Agreement has been duly executed and delivered by such
party and constitutes the legal, valid and binding obligation of such party,
enforceable against such party in accordance with its terms.
2.3 Brokers. Such party has not made any agreement or taken any other
actionwhich might cause anyone to become entitled to a broker's fee or
commission as a result of the transactions contemplated hereunder.
2.4 Negotiation of Transactions. Such party acknowledges and agrees
that the sale of the Shares pursuant to this Agreement is made in exchange for
fair and equivalent consideration.
2.5 No Actions. To the knowledge of such party, no action, suit or
proceeding is pending or threatened that questions the validity of this
Agreement or the right of either party to enter into this Agreement and
consummate the transactions contemplated by this Agreement.
3. Additional Representations and Warranties of Seller. Seller represents
and warrants, as of the date of this Agreement and as of the Closing, that
Seller is the sole owner of the Shares that are being transferred to the
Purchaser pursuant to this Agreement.
4. Miscellaneous.
4.1 Costs, Expenses and Taxes. Each party will pay all costs and
expenses, including reasonable legal fees, in connection with the performance of
and compliance with this Agreement by such party, and all transfer, documentary
and similar taxes in connection with the delivery of the Shares to be made
hereunder.
4.2 Specific Performance. The parties acknowledge that it would be
impossible to fix the amount of money damages caused by a breach of this
Agreement by the other party, and, therefore, this Agreement may be enforced by
specific performance. The parties hereby waive any defense that an action to
enforce this Agreement by specific performance is inappropriate because of an
adequate remedy at law, provided, however, that nothing in this Section 4.2 is
intended to prohibit any party from bringing an action for money damages for
breach of this Agreement (either in lieu of or in addition to an action for
specific performance).
4.3 Successors and Assigns. This Agreement, and all rights and powers
granted hereby, will bind and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and assigns.
4.4 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to
the conflicts of laws provisions thereof.
4.5 Headings. The headings preceding the text of the sections and
subsections hereof are inserted solely for convenience of reference, and shall
not constitute a part of this Agreement, nor shall they affect its meaning,
construction or effect.
4.6 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but which together shall constitute one
and the same instrument.
4.7 Further Assurances. Each party shall cooperate and take such
action as may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
4.8 Amendment and Waiver. The parties may by mutual agreement amend
this Agreement in any respect, and any party, as to such party, may (a) extend
the time for the performance of any of the obligations of the other party,
(b)waive any inaccuracies in representations by the other party, (c) waive
compliance by the other party with any of the agreements contained herein and
performance of any obligations by such other party, and (d) waive the
fulfillment of any condition that is precedent to the performance by such party
of any of its obligations under this Agreement. To be effective, any such
amendment or waiver must be in writing, must refer to this Agreement, and be
signed by the party against whom enforcement of the same is sought.
4.9 Entire Agreement. This Agreement sets forth all of the promises,
covenants, agreements, conditions and undertakings between the parties with
respect to the subject matter hereof, and supersede all prior and
contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written.
4.10 Survival. The representations, warranties and covenants set forth
in this Agreement shall survive the execution of this Agreement and the
consummation of the transactions contemplated herein.
4.11 Severability. If any provision of this Agreement is found to
violate any statute, regulation, rule, order or decree of any governmental
authority, court, agency or exchange, such invalidity shall not be deemed to
effect any other provision hereof or the validity of the remainder of this
Agreement and such invalid provision shall be deemed deleted to the minimum
extent necessary to cure such violation.
4.12 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given (a) when delivered personally, (b) one day
after being delivered to a nationally recognized overnight courier or (c) on the
business day received (or the next business day if received after 5 p.m. local
time or on a weekend or day on which banks are closed) when sent via facsimile
(with a confirmatory copy sent by such overnight courier) to: (i) Seller at 0000
Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 or (ii) Purchaser at 000 Xxxxxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (or at such other address for a
party as shall be specified by like notice).
4.13 No Third-Party Beneficiaries. This Agreement is not intended to
confer upon any individual or entity other than the parties hereto any rights or
remedies hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives as of the date first
written above.
SELLER PURCHASER
Titanium Metals Corporation TIMET Finance Management Company
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President -Finance and Title: Vice President
Corporate Controller
