exhibit101.htm


    STOCK
      PURCHASE AGREEMENT

    


    


    This
      Stock Purchase Agreement (the “Agreement”) is made and entered into as
      of October 16, 2007 between TIMET Finance Management Company, a Delaware
      corporation (“Seller”), and CompX International Inc., a Delaware
      corporation (“CompX”).

    


    Recitals

    


    A.           Seller
      wishes to sell to CompX, and CompX wishes to purchase from Seller, on the terms
      and subject to the conditions of this Agreement (collectively, the
“Transaction”) 483,600 shares (the “Shares”) of the class A
      common stock, $0.01 par value per share, of CompX.

    


    B.           The
      parties do not wish to close the Transaction until the effectiveness of the
      merger (the Merger”) of CompX Group, Inc., a Delaware corporation that
      is a parent of CompX, with and into CompX KDL LLC, a Delaware limited liability
      company of which CompX is the sole member.

    


    Agreement

    


    The
      parties agree as follows:

    


    ARTICLE I.

    THE
      TRANSACTION

    


    Section 1.1.  Purchase
      and Sale of Shares.  On the effective date of the Merger
      (the “Closing Date”) and against payment of the purchase price therefor
      as specified in Section 1.2, Seller shall sell, transfer,
      assign and deliver to CompX the Shares.  The Shares shall be delivered
      electronically to an account designated by CompX.

    


    Section 1.2.  Purchase
      Price and Payment.  On the Closing Date, CompX shall
      purchase the Shares for a purchase price of $19.50 per Share or an aggregate
      purchase price of $9,430,200.00.  The aggregate payment for the Shares
      shall be made substantially on the terms of the promissory note set forth on
      Exhibit A attached to this Agreement (the “Promissory
      Note”).

    


    ARTICLE II.

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

    


    Seller
      hereby represents and warrants to CompX as of the date of this Agreement, and
      as
      of the Closing Date as if made at such time, as follows:

    


    Section 2.1.  Authority.  It
      is a corporation validly existing and in good standing under the laws of the
      state of its incorporation.  It has full corporate power and
      authority, without the consent or approval of any other person, to execute
      and
      deliver this Agreement and to consummate the Transaction.  All
      corporate action required to be taken by or on behalf of it to authorize the
      execution, delivery and performance of this Agreement has been duly and properly
      taken.

    


    Section 2.2.  Validity.  This
      Agreement is duly executed and delivered by it and constitutes its lawful,
      valid
      and binding obligation, enforceable in accordance with its terms.  The
      execution and delivery of this Agreement and the consummation of the Transaction
      by it are not prohibited by, do not violate or conflict with any provision
      of,
      and do not result in a default under (a) its charter or bylaws; (b) any material
      contract, agreement or other instrument to which it is a party or by which
      it is
      bound; (c) any order, writ, injunction, decree or judgment of any court or
      governmental agency applicable to it; or (d) any law, rule or regulation
      applicable to it, except in each case for such prohibitions, violations,
      conflicts or defaults that would not have a material adverse consequence to
      the
      Transaction.

    


    Section 2.3.  Ownership
      of Shares.  It is the record and beneficial owner of the
      Shares and upon consummation of the transactions contemplated by this Agreement,
      CompX will acquire good and marketable title to the Shares, free and clear
      of
      any liens, encumbrances, security interests, restrictive agreements, claims
      or
      imperfections of any nature whatsoever, other than restrictions on transfer
      imposed by applicable securities laws.

    


    ARTICLE III.

    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

    


    CompX
      hereby represents and warrants to the Seller as of the date of this Agreement,
      and as of the Closing Date as if made at such time, as follows:

    


    Section 3.1.  Authority.  It
      is a corporation validly existing and in good standing under the laws of the
      State of Delaware.  It has full corporate power and authority, without
      the consent or approval of any other person, to execute and deliver this
      Agreement and the Promissory Note and to consummate the
      Transaction.  All corporate and other actions required to be taken by
      or on behalf of it to authorize the execution, delivery and performance of
      this
      Agreement and the Promissory Note have been duly and properly
      taken.

    


    Section 3.2.  Validity.  This
      Agreement and the Promissory Note are duly executed and delivered by CompX
      and
      constitute lawful, valid and binding obligations of CompX, each enforceable
      in
      accordance with its terms.  The execution and delivery of this
      Agreement and the Promissory Note and the consummation of the Transaction by
      CompX are not prohibited by, do not violate or conflict with any provision
      of,
      and do not result in a default under (a) its charter or bylaws; (b) any material
      contract, agreement or other instrument to which it is a party or by which
      it is
      bound; (c) any order, writ, injunction, decree or judgment of any court or
      governmental agency applicable to it; or (d) any law, rule or regulation
      applicable to it, except in each case for such prohibitions, violations,
      conflicts or defaults that would not have a material adverse consequence to
      the
      Transaction.

    


    ARTICLE IV.

    GENERAL
      PROVISIONS

    


    Section 4.1.  
      Survival.  The representations and warranties set forth
      in this Agreement shall survive the execution of this Agreement and the
      consummation of the transactions contemplated herein.  The covenants
      and other agreements set forth in this Agreement shall terminate on the tenth
      anniversary of this Agreement.

    


    Section 4.2.  Amendment
      and Waiver.  No amendment or waiver of any provision of
      this Agreement shall in any event be effective unless the same shall be in
      a
      writing referring to this Agreement and signed by the parties hereto, and then
      such amendment, waiver or consent shall be effective only in the specific
      instance and for the specific purpose for which given.

    


    Section 4.3.  Parties
      and Interest.  This Agreement shall bind and inure to
      the benefit of the parties named herein and their respective heirs, successors
      and assigns.

    


    Section 4.4.  Entire
      Transaction.  This Agreement contains the entire
      understanding among the parties with respect to the transactions contemplated
      hereby and supersedes all other agreements and understandings among the parties
      with respect to the subject matter of this Agreement.

    


    Section 4.5.  Applicable
      Law.  This Agreement shall be governed by and construed
      in accordance with the domestic laws of the State of Delaware, without giving
      effect to any choice of law or conflict of law provision or rule (whether of
      the
      State of Delaware or any other jurisdiction) that would cause the application
      of
      the laws of any jurisdiction other than the State of Delaware.

    


    Section 4.6.  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.

    


    Section 4.7.  Notice.  All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be sent by registered or certified mail, postage prepaid
      as
      follows:

    


    If
      to the
      Seller:                                      TIMET
      Finance Management Company

    Nemours
      Building, Suite 1414

    1007
      Orange Street

    Wilmington,
      Delaware   19801

    Attention:  Secretary

    


    If
      to the
      Purchaser:                              CompX
      International Inc.

    5430
      LBJ
      Freeway

    Three
      Lincoln Centre, Suite 1700

    Dallas,
      Texas 75240-2697

    Attention:  General
      Counsel

    


    Section 4.8.  Headings.  The
      sections and other headings contained in this Agreement are for reference
      purposes only and shall not effect in any way the meaning or interpretation
      of
      this Agreement.

    


    Section 4.9.  Expenses.  Except
      as otherwise expressly provided herein, each party to this Agreement shall
      pay
      its own costs and expenses in connection with the transactions contemplated
      hereby.

    


    The
      parties hereto have caused this Agreement to be executed by their duly
      authorized officers as of the date first written above.

    


    


    
      	
               

            	
              TIMET
                Finance Management Company

            


    

    


    


    


    


    
      	
               

            	
               

            	 	
              By: 
                /s/ Joan Yori

            	 


    

    
      	
               

            	
                  
                Joan Yori, President and
                Secretary

            


    

    


    


    
      	
               

            	
              CompX
                International, Inc.

            


    

    


    


    


    


    
      	
               

            	
               

            	 	
              By: 
                /s/ Darryl R. Halbert

            	 


    

    
      	
               

            	
                
                Darryl R. Halbert, Vice
                President

            


    


    
      
              

                  
      
      

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                  EXHIBIT A      
      

                  
      
      

                  SUBORDINATED
            TERM LOAN PROMISSORY
            NOTE      
      

                  
      
      

                  $9,430,200.00                                                                                                                                                                                                                                                   October
            [__],
            2007      
      

                  
      
    

      

    


    


    For
      and
      in consideration of value received, the undersigned, COMPX INTERNATIONAL
      INC., a corporation duly organized under the laws of Delaware
      (“Maker”), promises to pay to the order of TIMET FINANCE MANAGEMENT
      COMPANY, a corporation duly organized under the laws of Delaware
      (“Payee”), at its address 1007 Orange Street, Suite 1414, Wilmington, Delaware
      19801, in lawful money of the United States of America, the principal sum of
      Nine Million Four Hundred Thirty Thousand Two Hundred United States Dollars
      ($9,430,200.00) together with interest from the date hereof on the amount of
      principal from time to time outstanding at a rate equal to the three month
      United States LIBOR rate as quoted from time to time by The Wall Street Journal
      or other reliable source, plus one percent (1.00%) per annum. Interest shall
      be
      calculated on the basis of a year of 365/366 days and for the actual number
      of
      days (including the first, but excluding the last day) elapsed and shall be
      paid
      in arrears quarterly on the last day of each March, June, September and
      December, commencing December 31, 2007.

    


    Principal
      payments of $44,800 will be due and payable quarterly on the last day of each
      March, June, September and December commencing September 30, 2008, with any
      and
      all remaining outstanding principal and any accrued unpaid interest due on
      September 30, 2014 (the “Maturity Date”). All payments on this Note shall be
      applied first to accrued and unpaid interest, next to accrued interest not
      yet
      payable, and then to principal against the scheduled principal payments from
      earliest to latest. Maker may prepay principal at any time without penalty.
      In
      the event that principal or interest is not paid within five days of when due
      or
      declared due, interest shall thereafter accrue on the full amount of such
      payment at the rate of United States LIBOR plus three percent (3%) per
      annum.

    


    Notice
      of
      written demand for payment shall be made by Payee to Maker by certified mail,
      postage prepaid and return receipt requested to Maker’s address as set forth
      under its signature below. The demand for payment or any other communication
      shall be deemed given and effective as of the date of delivery or upon receipt
      as set forth on the return receipt.

    


    Upon
      the
      occurrence and during the continuation of an Event of Default (as defined
      below), Payee shall have all of the rights and remedies provided in the
      applicable Uniform Commercial Code, this Note or any other agreement between
      Maker and in favor of Payee, as well as those rights and remedies provided
      by
      any other applicable law, rule or regulation. In conjunction with and in
      addition to the foregoing rights and remedies of Payee, Payee may declare all
      indebtedness due under this Note, although otherwise unmatured, to be due and
      payable immediately without notice or demand whatsoever. All rights and remedies
      of the holder are cumulative and may be exercised singly or concurrently. The
      exercise of any right or remedy will not be a waiver of any other right or
      remedy.

    


    For
      purposes of this Note, an Event of Default shall mean any one of the following
      events:

    


    (a)           Maker
      fails to pay quarterly principal payments when due or interest payments within
      30 days of becoming due;


    
      
              

                  
      
      

                   
    

        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  SUBORDINATED
            TERM LOAN PROMISSORY
            NOTE      
      

                  
      
      

                  $9,430,200.00                                                                             October
            [__],
            2007      
      

                  
      
    

      

    


    


    (b)           Maker
      otherwise fails to perform or observe any other provision contained in this
      Note
      and such breach or failure to perform shall continue for a period of thirty
      days
      after notice thereof shall have been given to Makers by the holder
      hereof;

    


    (c)           Maker
      defaults under any loan, extension of credit, security agreement, or any other
      agreement, in favor of any other creditor or person that may materially affect
      Maker’s ability to repay this Note or perform Maker’s obligations under this
      Note; or

    


    (d)           Maker
      becomes insolvent, a receiver is appointed for any part of Maker’s property,
      Maker makes an assignment for the benefit of creditors, or any proceeding is
      commenced either by Maker or against Maker under any bankruptcy or insolvency
      laws.

    


    In
      the
      event Payee incurs costs in collecting on this Note, this Note is placed in
      the
      hands of any attorney for collection, suit is filed on this Note or if
      proceedings are had in bankruptcy, receivership, reorganization, or other legal
      or judicial proceedings for the collection of this Note, Maker agrees to pay
      on
      demand to Payee all expenses and costs of collection, including, but not limited
      to, reasonable attorneys’ fees incurred in connection with any such collection,
      suit, or proceeding, in addition to the principal and interest then
      due.

    


    It
      is
      agreed that time is of the essence on this Note. The failure of the holder
      of
      this Note to exercise any remedy shall not constitute a waiver on the part
      of
      the holder of the right to exercise any remedy at any other time. It is the
      intention of Maker and Payee to conform strictly to applicable usury laws,
      if
      any. Accordingly, notwithstanding anything to the contrary in this Note or
      any
      other agreement entered into in connection herewith, it is agreed as follows:
      (i) the aggregate of all interest and any other charges constituting interest
      under applicable law and contracted for, chargeable or receivable under this
      Note or otherwise in connection with the obligation evidenced hereby shall
      under
      no circumstances exceed the maximum amount of interest permitted by applicable
      law, if any, and any excess shall be deemed a mistake and canceled automatically
      and, if theretofore paid, shall, at the option of Payee, be refunded to Maker
      or
      credited on the principal amount of this Note; and (ii) in the event that the
      entire unpaid balance of this Note is declared due and payable by Payee, then
      earned interest may never include more than the maximum amount permitted by
      applicable law, if any, and any unearned interest shall be canceled
      automatically and, if theretofore paid, shall at the option of Payee, either
      be
      refunded to Maker or credited on the principal amount of this Note.

    


    Maker
      expressly waives demand and presentment for payment, notice of nonpayment,
      protest, notice of protest, notice of dishonor, notice of intention to
      accelerate, notice of acceleration, bringing of suit and diligence in taking
      any
      action to collect amounts called for hereunder and is and shall be liable for
      the payment of all sums owing and to be owing hereon, regardless of and without
      any notice, diligence, act or omission as or with respect to the collection
      of
      any amount called for hereunder or in connection with any right, lien, interest
      or property at any and all times had or existing as security for any amount
      called for hereunder.


    
      
              

                  
      
      

                                             
    

        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  SUBORDINATED
            TERM LOAN PROMISSORY
            NOTE      
      

                  
      
      

                  $9,430,200.00                                                             October
            [__],
            2007      
      

                  
      
    

      

    


    


    If
      any
      payment of principal on this Note shall become due on a Saturday, Sunday or
      public holiday under the laws of Delaware, United States of America, on which
      banks are not open for business, such payment shall be made on the next
      succeeding business day in which banks are open for business.

    


    Pursuant
      to the terms of that certain Subordination Agreement dated October [__], 2007, executed
      by
      the Payee, the Maker and certain subsidiaries of the Maker, the indebtedness
      evidenced by this Note is subordinate and junior in right of payment, to all
      principal, interest, charges, expenses and attorneys’ fees arising out of or
      relating to all indebtedness, liabilities and obligations of Maker arising
      under
      that certain Credit Agreement dated December 23, 2005, as amended by that
      certain First Amendment to Credit Agreement dated October
[__],
      2007, by and between Maker and the Administrative Agent and Lenders set forth
      therein and all other amendments and modifications thereto, and the Loan
      Documents (as defined in such Credit Agreement), whether outstanding on the
      date
      of this Note or subsequently incurred to renew, extend, modify, or otherwise
      amend such superior indebtedness (the “Superior Debt”). Superior Debt shall
      continue to be Superior Debt and entitled to the benefits of these subordination
      provisions irrespective of any amendment, modification, or waiver of any term
      of
      the Superior Debt or extension or renewal of the Superior Debt.

    


    This
      Note
      shall be governed by and construed in accordance with the domestic laws of
      the
      state of Delaware, without giving effect to any choice of law or conflict of
      law
      provision or rule (whether of the state of Delaware or any other jurisdiction)
      that would cause the application of the laws of any jurisdiction other than
      the
      state of Delaware..

    


    MAKER:

    


    COMPX
      INTERNATIONAL INC.

    


    


    


    By:              

     

    Name:                                                                

     

    Title:              

     

    Address: