THIRD AMENDMENT
TO
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and
entered into this 31st day of October, 2005, by and among COMPX INTERNATIONAL
INC., a Delaware corporation (the "Borrower"), COMPX SECURITY PRODUCTS, INC.,
COMPX PRECISION SLIDES, INC. and COMPX MARINE, INC. (the "Subsidiary
Guarantors"), the banks and lending institutions party to the Credit Agreement
referred to below (the "Lenders") and WACHOVIA BANK, NATIONAL ASSOCIATION, in
its capacity as administrative agent for the Lenders (the "Administrative
Agent").
R E C I T A L S:
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 (i) the First
Amendment to Credit Agreement dated as of October 20, 2003 and (ii) the Second
Amendment to Credit Agreement, Waiver and Release of European Investment
Collateral dated January 7, 2005, and as otherwise amended, restated,
supplemented or modified from time to time, the "Credit Agreement").
The Borrower has requested the Administrative Agent and the Lenders
amend the Credit Agreement to modify certain provisions of the Credit Agreement
as more fully set forth herein. The Lenders, the Administrative Agent, the
Subsidiary Guarantors and the Borrower desire to amend the Credit Agreement
pursuant to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the Recitals and the mutual
promises contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Subsidiary Guarantors, the Administrative Agent and the Lenders, intending to be
legally bound hereby, 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. Recitals. The Recitals are incorporated herein by reference and
shall be deemed to be a part of this Amendment.
3. Amendment to Section 9.2 to the Credit Agreement. Effective as of
the Effective Date, Section 9.2 of the Credit Agreement is amended and restated
to read in its entirety as follows:
"SECTION 9.2. Consolidated Net Worth. Permit, at
any time, Consolidated Net Worth to be less than $135,000,000."
4. Conditions to Effectiveness. The effectiveness of this Amendment and
the obligations of the Lenders hereunder are subject to the following
conditions, unless the Required Lenders waive such 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) Representations and Warranties. The representations and warranties
of the Borrower contained in Section 6 of this Amendment shall be true on and as
of the date hereof.
5. Effect of the Amendment. Except as expressly modified hereby, the
Credit Agreement and the other Loan Documents shall be and remain in full force
and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent
to, a modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document or (b) to prejudice any other right or
rights which the Administrative Agent or the Lenders may now have or may have in
the future under or in connection with the Credit Agreement or the other Loan
Documents or any of the instruments or agreements referred to therein, as the
same may be amended or modified from time to time. The Borrower and each
Subsidiary Guarantor promises and agrees to perform all of the requirements,
conditions, agreements and obligations under the terms of the Credit Agreement,
as heretofore and hereby amended, and the other Loan Documents being hereby
ratified and affirmed. The Borrower and each Subsidiary Guarantor hereby
expressly agrees that the Credit Agreement, as amended, and the other Loan
Documents are in full force and effect.
6. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and each of the Lenders as follows:
(a) By its execution hereof, the Borrower hereby certifies that after
giving effect to this Amendment(i) each of the representations and warranties
set forth in the Credit Agreement and the other Loan Documents is true and
correct as of the date hereof as if fully set forth herein, unless such
representations and warranties relate to a specific date, in which case such
representations and warranties shall be true and correct as of such specific
date and (ii) no Default or Event of Default has occurred and is continuing as
of the date hereof nor will such Default or Event of Default exist under the
Credit Agreement (including without limitation, Article IX (Financial Covenants)
thereof).
(b) By its execution hereof, the Borrower represents and warrants that
as of the date hereof there are no claims or offsets against or defenses or
counterclaims to any of the obligations of the Borrower or any Subsidiary
Guarantor under the Credit Agreement or any other Loan Document.
(c) By its execution hereof, the Borrower hereby represents and
warrants that the Borrower and each Subsidiary Guarantor has the right, power
and authority and has taken all necessary corporate and other action to
authorize the execution, delivery and performance of this Amendment and each
other document executed in connection herewith to which it is a party in
accordance with their respective terms. This Amendment and each other document
executed in connection herewith has been duly executed and delivered by the duly
authorized officers of the Borrower and each Subsidiary Guarantor, and each such
document constitutes the legal, valid and binding obligation of the Borrower and
each Subsidiary Guarantor, enforceable in accordance with its terms.
(d) The execution and delivery of this Amendment and the performance by
the Borrower hereunder do not and will not require the consent or approval of
any regulatory authority or governmental authority or agency having jurisdiction
over the Borrower nor be in contravention of or in conflict with the articles of
incorporation, bylaws or other organizational documents of the Borrower or the
provision of any statute, or any judgment, order or indenture, instrument,
agreement or undertaking, to which the Borrower is party or by which the assets
or properties of the Borrower are or may become bound.
7. Acknowledgement by Subsidiary Guarantors. By their execution hereof,
each of the Subsidiary Guarantors hereby expressly (a) consents to the
modifications and amendments set forth in this Amendment, (b) reaffirms all of
its respective covenants, representations, warranties and other obligations set
forth in the Subsidiary Guaranty Agreement and the other Loan Documents to which
it is a party and (c) acknowledges, represents and agrees that its respective
covenants, representations, warranties and other obligations set forth in the
Subsidiary Guaranty Agreement and the other Loan Documents to which it is a
party remain in full force and effect.
8. Costs and Expenses. The Borrower shall pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent invoiced to the
Borrower in connection with the preparation, execution and delivery of this
Amendment, including, without limitation, the reasonable fees and disbursements
of counsel for the Administrative Agent.
9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO THE CONFLICTS
OR CHOICE OF LAW PRINCIPLES THEREOF.
10. Counterparts. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
11. Headings. The headings of this Amendment are for the purposes of
reference only and shall not affect the construction of this Amendment.
12. Fax Transmission. A facsimile, telecopy or other reproduction of
this Amendment may be executed by one or more parties hereto, and an executed
copy of this Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.
13. Effective Date. This Amendment shall be effective as of September
30, 2005.
IN WITNESS WHEREOF, the parties hereto have executed and delivered, or
have caused their respective duly authorized officers or representatives to
execute and deliver, this Amendment as of the day and year first above written.
BORROWER:
COMPX INTERNATIONAL INC.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SUBSIDIARY GUARANTORS:
COMPX SECURITY PRODUCTS, INC.
By:
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
COMPX PRECISION SLIDES, INC.
By:
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
COMPX MARINE INC.
By:
------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
ADMINISTRATIVE AGENT AND LENDERS:
WACHOVIA BANK, National Association,
as Administrative Agent and Lender
By:
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Name:
-------------------------
Title:
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COMPASS BANK,
as Lender
By:
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Name:
-------------------------
Title:
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COMERICA BANK,
as Lender
By:
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Name:
-------------------------
Title:
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