exhibit103.htm


    FIRST
      AMENDMENT TO CREDIT AGREEMENT

     

    THIS
      FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 16th
      day of October, 2007, by and among COMPX INTERNATIONAL, INC., COMPX SECURITY
      PRODUCTS, INC., COMPX PRECISION SLIDES, INC., COMPX MARINE, INC., CUSTOM MARINE,
      INC. (f/k/a CUSTOM MARINE ACQUISITION, INC.), LIVORSI MARINE, INC., WACHOVIA
      BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender, COMPASS BANK
      and COMERICA BANK (collectively referred to herein as the
“Lenders”).

     

    R
      E C
      I T A L S:

     

    The
      Borrower, the Administrative Agent and the Lenders have entered into a certain
      Credit Agreement dated as of December 23, 2005 (referred to herein as the
“Credit Agreement”).  Capitalized terms used in this Amendment which
      are not otherwise defined in this Amendment shall have the respective meanings
      assigned to them in the Credit Agreement.  In connection with the
      Credit Agreement, the Subsidiary Guarantors have executed the Subsidiary
      Guaranty Agreement in favor of the Administrative Agent, for the ratable benefit
      of the Administrative Agent and the Lenders.

     

    The
      Borrower and Subsidiary Guarantors have requested the Administrative Agent
      and
      the Lenders to:  (1) amend Sections 9.1, 10.1, 10.3 and 10.6 of
      the Credit Agreement as set forth herein; (2) amend the definition of
“Consolidated Net Worth” as set forth herein; and (3)  modify certain
      additional 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 upon 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:

     

    SECTION
      1.  Recitals.  The Recitals are incorporated herein
      by reference and shall be deemed to be a part of this Amendment.

     

    SECTION
      2.  Amendments.  The Credit Agreement is hereby
      amended as set forth in this Section 2.

     

    SECTION
      2.01.  Amendment to Section 1.1.  (a) The definition
      of “Consolidated Net Worth” set forth in Section 1.1 of the Credit Agreement is
      amended and restated to read in its entirety as follows:

     

    “Consolidated
      Net Worth” means, with respect to the Borrower and its Subsidiaries, on any
      date of determination, the total stockholders’ equity (including capital stock,
      additional paid-in capital and retained earnings after deducting the treasury
      stock) of the Borrower and its Subsidiaries appearing on a Consolidated balance
      sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP
      (excluding on a cumulative basis any adjustments for foreign currency
      translation); provided, however, for purposes of Section 9.2 the term
“Consolidated Net Worth”: (1) shall be calculated without regard to the
      Affiliate Loans permitted pursuant to Section 10.3(h); and (2) shall be
      increased by the principal amount of the Permitted TIMET Debt relating to the
      Permitted TIMET Redemption.

     

    (a)           Section
      1.1 of the Credit Amendment is amended to add the following
      definitions:

     

    “Permitted
      TIMET Debt” shall mean that certain unsecured term loan not to exceed
      $55,000,000.00 made by TIMET Finance Management Company to the Borrower and
      incurred to finance the Permitted TIMET Redemption, which is subordinate to
      the
      repayment of the Obligations upon terms and conditions satisfactory to the
      Administrative Agent.

     

    “Permitted
      TIMET Redemption” shall mean the redemption by the Borrower of 2,696,420 shares
      of the Borrower’s Class A common stock, whether directly or indirectly through
      the purchase of shares of CompX Group, Inc. stock, from TIMET Finance Management
      Company the purchase price of which shall be paid by the Borrower by issuance
      of
      the Permitted TIMET Debt.

     

    SECTION
      2.02.  Amendment to Section 9.1.  Section 9.1 of the
      Credit Agreement is amended and restated to read in its entirety as
      follows:

     

    SECTION
      9.1.  Leverage Ratio.  As of any fiscal quarter end,
      permit the ratio of (a) Total Funded Debt (excluding the Permitted TIMET Debt)
      on such date, to (b) EBITDA for the period of four (4) consecutive fiscal
      quarters ending on or immediately prior to such date, to be greater than 2.50
      to
      1.00.

     

    SECTION
      2.03.  Amendment to Section 10.1.  Section 10.1 of
      the Credit Agreement is amended and restated to read in its entirety as
      follows:

     

    SECTION
      10.1. Limitations on Debt.  Create, incur, assume or suffer to
      exist any Debt except:

     

    (a)           the
      Obligations (excluding any Hedging Obligations);

     

    (b)           Debt
      incurred in connection with a Hedging Agreement with a counterparty and upon
      terms and conditions (including interest rate) reasonably satisfactory to the
      Administrative Agent; provided, that any counterparty that is a Lender or
      the Bank of Montreal shall be deemed satisfactory to the Administrative
      Agent;

     

    (c)           Debt
      existing on the Closing Date and not otherwise permitted under this Section
      10.1, as set forth on Schedule 6.1(q), and the renewal, refinancing,
      extension and replacement (but not the increase in the aggregate principal
      amount) thereof;

     

    (d)           Guaranty
      Obligations in favor of the Administrative Agent for the benefit of the
      Administrative Agent and the Lenders;

     

    (e)           unsecured
      Debt of the Borrower and the Domestic Subsidiaries in an aggregate amount not
      to
      exceed $5,000,000 on any date of determination (provided that such Debt
      may be secured to the extent that any such Debt is created, incurred, assumed
      or
      suffered to exist in connection with Capital Leases and purchase money
      financing);

     

    (f)           Debt
      of the Foreign Subsidiaries in an aggregate amount not to exceed $10,000,000
      on
      any date of determination;

     

    (g)           intercompany
      Debt between the Borrower and any Subsidiary of the Borrower or between any
      Subsidiary of the Borrower and any other Subsidiary of the
      Borrower;

     

    (h)           the
      Permitted TIMET Debt; or

     

    (i)           Debt
      of any Person acquired in accordance with Section 10.3(c), including any
      renewal, extension or refinancing, but not any increase in the aggregate
      principal amount, thereof (provided that such Debt was not incurred in
      connection with such acquisition);

     

    provided,
      that no agreement or instrument with respect to Debt permitted to be incurred
      by
      this Section shall restrict, limit or otherwise encumber (by covenant or
      otherwise) the ability of any Subsidiary of the Borrower to make any payment
      to
      the Borrower or any of its Subsidiaries (in the form of dividends, intercompany
      advances or otherwise) for the purpose of enabling the Borrower to pay the
      Obligations.

     

    SECTION
      2.04.  Amendment to Section 10.3.  Section 10.3 of
      the Credit Agreement is amended and restated to read in its entirety as
      follows:

     

    SECTION
      10.3.  Limitations on Loans, Advances, Investments and
      Acquisitions.  Purchase, own, invest in or otherwise acquire,
      directly or indirectly, any capital stock, interests in any partnership or
      joint
      venture (including, without limitation, the creation or capitalization of any
      Subsidiary), evidence of Debt or other obligation or security, substantially
      all
      or a portion of the business or assets of any other Person or any other
      investment or interest whatsoever in any other Person, or make or permit to
      exist, directly or indirectly, any loans, advances or extensions of credit
      to,
      or any investment in cash or by delivery of property in, any Person
      except:

     

    (a)           investments
      (i) existing on the Closing Date in Subsidiaries, (ii) in Subsidiaries
      formed or acquired after the Closing Date so long as the Borrower and its
      Subsidiaries comply with the provisions of Section 8.10 and (iii) existing
      on the Closing Date in the form of loans, advances and investments described
      on
Schedule 10.3;

     

    (b)           investments
      in (i) marketable direct obligations issued or unconditionally guaranteed
      by the United States of America or any agency thereof maturing within three
      hundred sixty-five (365) days from the date of acquisition thereof,
      (ii) commercial paper maturing no more than one hundred twenty (120) days
      from the date of creation thereof and currently having the highest rating
      obtainable from either Standard & Poor’s Ratings Services, a division
      of The McGraw-Hill Companies, Inc. or Moody’s Investors Service, Inc.,
      (iii) certificates of deposit maturing no more than one hundred twenty
      (120) days from the date of creation thereof issued by commercial banks
      incorporated under the laws of the United States of America, each having
      combined capital, surplus and undivided profits of not less than $500,000,000
      and having a rating of “A” or better by a nationally recognized rating agency;
provided, that the aggregate amount invested in such certificates of
      deposit shall not at any time exceed $5,000,000 for any one such certificate
      of
      deposit and $10,000,000 for any one such bank, (iv) time deposits maturing
      no more than thirty (30)  days from the date of creation thereof with
      commercial banks or savings banks or savings and loan associations each having
      membership either in the FDIC or the deposits of which are insured by the FDIC
      and in amounts not exceeding the maximum amounts of insurance thereunder, (v)
      tax-exempt municipal bonds maturing within one hundred twenty (120) days from
      the date of acquisition thereof, (vi) any money market or bank fund investing
      only in the investments set forth above or (vii) investments held in trust
      or
      escrow accounts subject to government regulation, legal settlements, collateral
      requirements or other similar arrangements; and

     

    (c)           investments
      by the Borrower or any of its Subsidiaries in the form of acquisitions of all,
      substantially all or a majority of the stock or assets of the business or a
      line
      of business (whether by the acquisition of capital stock, assets or any
      combination thereof) of any other Person (each, a “Permitted
      Acquisition”); provided that:

     

    (i)           the
      Person to be acquired shall be a going concern, engaged in a business, or the
      assets to be acquired shall be used in a business which is similar, related
      or
      complimentary to the line of business of the Borrower and its Subsidiaries
      as
      required pursuant to Section 10.12;

     

    (ii)           the
      Borrower or such Subsidiary (unless the Person to be acquired complies with
      Section 8.10), as applicable, shall be the surviving Person and no Change in
      Control shall have been effected thereby;

     

    (iii)           with
      respect to any Material Acquisition, the Borrower shall have delivered written
      notice of such proposed acquisition to the Administrative Agent (for delivery
      by
      the Administrative Agent to the Lenders) and the Lenders, which notice shall
      include the proposed closing date of such proposed acquisition, not less than
      twenty (20) calendar days prior to such proposed closing date;

     

    (iv)           with
      respect to any Material Acquisition, the Borrower shall have delivered to the
      Administrative Agent copies of the Permitted Acquisition Documents;

     

    (v)           with
      respect to any Material Acquisition, the Borrower shall have certified on or
      before the closing date of such proposed acquisition, in writing and in a form
      reasonably acceptable to the Administrative Agent and the Lenders, that such
      proposed acquisition has been approved by the board of directors or equivalent
      governing body of the Person to be acquired;

     

    (vi)           no
      Default or Event of Default shall have occurred and be continuing both before
      and after giving effect to such proposed acquisition;

     

    (vii)           the
      Borrower shall have complied with Section 8.10;

     

    (viii)                      with
      respect to any Material Acquisition, the Borrower shall have delivered to the
      Administrative Agent and the Lenders an Officer’s Compliance Certificate dated
      as of the closing date of such proposed acquisition demonstrating, in form
      and
      substance reasonably satisfactory thereto, proforma compliance
      with each covenant contained in Article IX (both before and after giving effect
      to such proposed acquisition) (it being agreed by the Borrower, the
      Administrative Agent and the Lenders that such calculations shall assume that
      all Debt assumed or incurred in conjunction with such proposed acquisition
      was
      incurred at the beginning of the applicable calculation period and that all
      income and expenses associated with such proposed acquisition shall be treated
      as earned and included in the pro-forma calculations (both on a consolidated
      and
      consolidating basis));

     

    (ix)           the
      Borrower shall have at least $10,000,000 in Liquidity both before and after
      giving effect to such proposed acquisition; and

     

    (x)           the
      Person to be acquired is not subject to material pending litigation which could
      reasonably be expected to have a Material Adverse Effect;

     

    (d)           investments
      by the Borrower or any of its Subsidiaries in the form of acquisitions of less
      than a majority of the capital stock or other ownership interests of any other
      Person; provided that:

     

    (i)           the
      Person to be invested in shall be a going concern, engaged in a business which
      is similar, related or complimentary to the line of business of the Borrower
      and
      its Subsidiaries;

     

    (ii)           the
      amount of the investment (regardless of the form of consideration), together
      with the aggregate amounts of all other investments pursuant to this Section
      10.3(d), shall not exceed $10,000,000 during the term of this
      Agreement;

     

    (iii)           neither
      the Borrower nor any Material Domestic Subsidiary or Material Foreign Subsidiary
      shall make any investment in which such party’s potential liability is not
      limited to the amount of its investment (i.e., investments as a general partner,
      in joint ventures, etc.);

     

    (iv)           no
      Default or Event of Default shall have occurred and be continuing both before
      and after giving effect to such proposed investment;

     

    (v)           the
      Borrower shall have complied with Section 8.10;

     

    (vi)           the
      Borrower shall have at least $10,000,000 in Liquidity both before and after
      giving effect to such proposed investment; and

     

    (vii)           the
      Person to be invested in is not subject to material pending litigation which
      could reasonably be expected to have a Material Adverse Effect.

     

    (e)           intercompany
      loans and advances in connection with intercompany Debt permitted under Section
      10.1(g);

     

    (f)           Hedging
      Agreements permitted pursuant to Section 10.1;

     

    (g)           purchases
      of assets in the ordinary course of business; and

     

    (h)           loans
      to Affiliates, the aggregate outstanding principal amount of which shall not
      exceed at any time $15,000,000 on terms that are no less favorable than would
      be
      obtained in a comparable arm’s length transaction (“Affiliate
      Loans”).

     

    SECTION
      2.05.  Amendment to Section 10.6.  Section 10.6 of
      the Credit Agreement is amended and restated to read in its entirety as
      follows:

     

    SECTION
      10.6.  Limitations on Dividends and Distributions.  Declare
      or pay any dividends upon any of its capital stock or any other ownership
      interests; purchase, redeem, retire or otherwise acquire, directly or
      indirectly, any shares of its capital stock or other ownership interests, or
      make any distribution of cash, property or assets among the holders of shares
      of
      its capital stock or other ownership interests, or make any change in its
      capital structure; provided that:

     

    (a)           the
      Borrower or any Subsidiary may pay dividends in shares of its own capital
      stock;

     

    (b)           any
      Subsidiary may pay cash dividends to the Borrower;

     

    (c)           the
      Borrower may pay cash dividends on its capital stock, purchase, redeem, retire
      or otherwise acquire, directly or indirectly, shares of its capital stock
      (including purchases of treasury stock), or make distributions of cash, property
      or assets among its shareholders in an aggregate amount not to exceed the lesser
      of (i) twelve and one-half cents ($0.125) per share in any calendar quarter,
      or
      (ii) $8,000,000 in any calendar year;

     

    (d)           the
      Borrower may redeem shares of its capital stock pursuant to the Permitted TIMET
      Redemption; and

     

    (e)           in
      addition to transactions permitted under subsection (c) above, the Borrower
      may
      pay cash dividends on its capital stock, purchase, redeem, retire or otherwise
      acquire, directly or indirectly, shares of its capital stock (including
      purchases of treasury stock), or make distributions of cash, property or assets
      among its shareholders in an aggregate amount not to exceed, during the term
      of
      this Agreement, the sum of (i) $20,000,000 plus (ii) an amount equal to
      fifty percent (50%) of aggregate Net Income of the Borrower and its Subsidiaries
      since September 30, 2005.  The Borrower, Administrative Agent and
      Lenders acknowledge and agree that Affiliate Loans made pursuant to Section
      10.3(h) shall not be construed as a purchase, redemption, retirement or other
      acquisition by Borrower of its capital stock prohibited by this Section
      10.6.

     

    SECTION
      3.  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)  receipt
      by the Administrative Agent from each of the parties hereto of a duly executed
      counterpart of this Amendment signed by such party;

     

    (b)  receipt
      by the Administrative Agent of all documents which the Administrative Agent
      may
      reasonably request;

     

    (c)  the
      fact
      that the representations and warranties of the Borrower and Subsidiary
      Guarantors contained in Section 5 of this Amendment shall be true on and as
      of
      the date hereof except to the extent such representations and warranties
      specifically relate to an earlier date, in which case such representations
      and
      warranties were true on and as of such earlier date; and

     

    (d)  All
      other
      documents and legal matters in connection with the transactions contemplated
      by
      this Amendment shall be reasonably satisfactory in form and substance to the
      Administrative Agent and its counsel.

     

    SECTION
      4.  No Other Amendment.  Except for the amendments
      set forth above, the text of the Credit Agreement shall remain unchanged and
      in
      full force and effect.  On and after the First Amendment Effective
      Date, all references to the Credit Agreement in each of the Loan Documents
      shall
      hereafter mean the Credit Agreement as amended by this
      Amendment.  This Amendment is not intended to effect, nor shall it be
      construed as, a novation.  The Credit Agreement and this Amendment
      shall be construed together as a single agreement.  This amendment
      shall constitute a Loan Document under the terms of the Credit
      Agreement.  Nothing herein contained shall waive, annul, vary or
      affect any provision, condition, covenant or agreement contained in the Credit
      Agreement, except as herein amended, nor affect nor impair any rights, powers
      or
      remedies under the Credit Agreement as hereby amended.  The Lenders
      and the Administrative Agent do hereby reserve all of their rights and remedies
      against all parties who may be or may hereafter become secondarily liable for
      the repayment of the Notes.  The Borrower and Subsidiary Guarantors
      promise and agree to perform all of the requirements, conditions, agreements
      and
      obligations under the terms of the Credit Agreement, as heretofore and hereby
      amended, the Credit Agreement, as amended, and the other Loan Documents being
      hereby ratified and affirmed.  The Borrower and Subsidiary Guarantors
      hereby expressly agree that the Credit Agreement, as amended, and the other
      Loan
      Documents are in full force and effect.

     

    SECTION
      5.  Representations and Warranties.  The Borrower and
      Subsidiary Guarantors hereby represent and warrant to each of the Lenders as
      follows:

     

    (a)  No
      Default or Event of Default under the Credit Agreement or any other Loan
      Document has occurred and is continuing unwaived by the Lenders on the date
      hereof.

     

    (b)  The
      Borrower and Subsidiary Guarantors have the power and authority to enter into
      this Amendment and to do all acts and things as are required or contemplated
      hereunder to be done, observed and performed by them.

     

    (c)  This
      Amendment has been duly authorized, validly executed and delivered by one or
      more authorized officers of the Borrower and Subsidiary Guarantors and
      constitutes the legal, valid and binding obligations of the Borrower and
      Subsidiary Guarantors enforceable against them in accordance with its terms,
      provided that such enforceability is subject to general principles of
      equity.

     

    (d)  The
      execution and delivery of this Amendment and the performance by the Borrower
      and
      Subsidiary Guarantors hereunder does not and will not, as a condition to such
      execution, delivery and performance, require the consent or approval of any
      regulatory authority or governmental authority or agency having jurisdiction
      over the Borrower, or any Subsidiary Guarantor, nor be in contravention of
      or in
      conflict with the articles of incorporation, bylaws or other organizational
      documents of the Borrower, or any Subsidiary Guarantor or the provision of
      any
      statute, or any judgment, order or indenture, instrument, agreement or
      undertaking, to which the Borrower, or any Subsidiary Guarantor is party or
      by
      which the assets or properties of the Borrower, and Subsidiary Guarantors are
      or
      may become bound.

     

    (e)  The
      Collateral Agreement continues to create a valid security interest in, and
      Lien
      upon, the Collateral, in favor of the Administrative Agent, for the benefit
      of
      the Lenders, which security interests and Liens are perfected in accordance
      with
      the terms of the Collateral Agreement and prior to all Liens other than Liens
      permitted under Section 10.2 of the Credit Agreement.

     

    SECTION
      6.  Counterparts; Governing Law.  This Amendment may
      be executed in multiple counterparts, each of which shall be deemed to be an
      original and all of which, taken together, shall constitute one and the same
      agreement.  This Amendment shall be construed in accordance with and
      governed by the laws of the State of North Carolina.

     

    SECTION
      7.  Effective Date.  This Amendment shall be
      effective as of September, 2007 (the “First Amendment Effective
      Date”).

     

    SECTION
      8.  Expenses.  The Borrower and Subsidiary Guarantors
      agree to pay all reasonable costs and expenses of the Administrative Agent
      in
      connection with the preparation, execution and delivery of this Amendment,
      including without limitation the reasonable fees and expenses of the
      Administrative Agent’s legal counsel.

     

    SECTION
      9.  Further Assurances.  The Loan Parties agree to
      promptly take such action, upon the request of the Administrative Agent, as
      is
      necessary to carry out the intent of this Amendment.

     

    SECTION
      10.  Consent by Subsidiary Guarantors.  The
      Subsidiary Guarantors consent to the foregoing amendments.  The
      Subsidiary Guarantors promise and agree to perform all of the requirements,
      conditions, agreements and obligations under the terms of the Subsidiary
      Guaranty Agreement, said Subsidiary Guaranty Agreement being hereby ratified
      and
      affirmed.  The Subsidiary Guarantors hereby expressly agree that the
      Subsidiary Guaranty Agreement, is in full force and effect.

     

    SECTION
      11.  Amendment and Extension Fee.  On the date
      hereof, the Borrower and Subsidiary Guarantors shall pay to the Administrative
      Agent for the account of each Lender an amendment and extension fee of $5,000.00
      per Lender.

     

    


     

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                  WCSR  3728358v6      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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.

     

    [CORPORATE
      SEAL]                                                                COMPX
      INTERNATIONAL, INC.

    


    


    By:  /s/
      Darryl R.
      Halbert                                                                (SEAL)

    Name:  Darryl
      R.
      Halbert                                                                           

    Title:  Chief
      Financial
      Officer                                                                           

    


    [CORPORATE
      SEAL]                                                                COMPX
      SECURITY PRODUCTS, INC.

    


    


    By:  /s/
      Darryl R.
      Halbert                                                                (SEAL)

    Name:  Darryl
      R.
      Halbert                                                                           

    Title:  Vice
      President -
      Finance                                                                           

    


    [CORPORATE
      SEAL]                                                                COMPX
      PRECISION SLIDES, INC.

    


    


    By:  /s/
      Darryl R.
      Halbert                                                                (SEAL)

    Name:  Darryl
      R.
      Halbert                                                                           

    Title:  Treasurer                                                                           

    


    [CORPORATE
      SEAL]                                                                COMPX
      MARINE, INC.

    


    


    By:  /s/
      Darryl R.
      Halbert                                                                (SEAL)

    Name:  Darryl
      R.
      Halbert                                                                           

    Title:  Chief
      Financial
      Officer                                                                           

    


    [CORPORATE
      SEAL]                                                                CUSTOM
      MARINE, INC.

    


    


    By:  /s/
      Darryl R.
      Halbert                                                                (SEAL)

    Name:  Darryl
      R.
      Halbert                                                                           

    Title:  Chief
      Financial
      Officer                                                                           

    


    [CORPORATE
      SEAL]                                                                LIVORSI
      MARINE, INC.

    


    


    By:  /s/
      Darryl R.
      Halbert                                                                (SEAL)

    Name:  Darryl
      R.
      Halbert                                                                           

    Title:  Chief
      Financial
      Officer                                                                           

    ADMINISTRATIVE
      AGENT AND
      LENDERS:

    


    WACHOVIA
      BANK, NATIONAL
      ASSOCIATION,

    as
      Administrative Agent and as a
      Lender

    


    


    By:   /s/Thomas
      F.
      Snider                                                             

    Name: 
Thomas
      F.
      Snider

    Title:  Senior
      Vice
      President                                                                         

    


    


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      pages continued on the following page]


    
      
              

                            
                          
      

               
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    COMPASS
      BANK,

    as
      Lender

    


    


    By:  /s/Key
      Coker                                                              

    Name: Key
      Coker                                                               

    Title:   Executive
      Vice
      President                                                                        

    


    


    [Signature
      pages continued on the following page]

    



    
      
              

                            
                          
      

               
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    COMERICA
      BANK,

    as
      Lender

    


    


    By:   /s/William
      B.
      Dridge                                                             

    Name: William
      B.
      Dridge                                                               

    Title:   Vice
      President                                                                        

    


    


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