EX-10.14



 Exhibit 10.14 
 THIRD AMENDED AND RESTATED 
 UNSECURED REVOLVING 

DEMAND PROMISSORY NOTE 
  

			
	$40,000,000.00	  	December 31, 2012

 Section 1. Promise to Pay. For and in consideration of value
received, the undersigned, NL INDUSTRIES, INC., a corporation duly organized under the laws of the state of New Jersey (“Borrower”), promises to pay, in lawful money of the United States of America, to
the order of COMPX INTERNATIONAL INC., a corporation duly organized under the laws of the state of Delaware (“CompX”), or the holder hereof (as applicable, CompX or such holder shall be
referred to as “Noteholder”), the principal sum of FORTY MILLION and NO/100ths United States Dollars ($40,000,000.00) or such lesser amount as shall equal the unpaid principal amount of the loan made by Noteholder to Borrower
together with interest on the unpaid principal balance from time to time pursuant to the terms of this Third Amended and Restated Unsecured Revolving Demand Promissory Note, as it may be amended from time to time (this “Note”). This
Note shall be unsecured and will bear interest on the terms set forth in Section 7 below. Capitalized terms not otherwise defined shall have the meanings given to such terms in Section 17 of this Note. 

Section 2. Amendment and Restatement This Note renews, replaces, amends and restates in its entirety the
Second Amended and Restated Unsecured Revolving Demand Promissory Note dated December 13, 2011 in the original principal amount of $8,000,000.00 payable to the order of Noteholder and executed by Borrower (the “Second Amended
Note”). The Second Amended Note replaced, amended and restated the First Amended and Restated Unsecured Revolving Demand Promissory Note dated December 31, 2010 in the original principal amount of $8,000,000.00 payable to the order of
Noteholder and executed by Borrower (the “First Amended Note”). The First Amended Note replaced, amended and restated in its entirety the Unsecured Revolving Demand Promissory Note dated February 3, 2010 in the original
principal amount of $8,000,000.00 payable to the order of Noteholder and executed by Borrower (the “Original Note”). This Note amends and restates in its entirety the Second Amended Note, the First Amended Note and the Original Note
(collectively, the “Prior Notes”); provided that such amendment and restatement shall operate to renew, amend and modify the rights and obligations of the parties under each Prior Note, as provided herein, but shall not
extinguish the obligations under each Prior Note, nor effect a novation thereof. As of the close of business on December 31, 2012, the unpaid principal balance of the Second Amended Note was nil and the accrued and unpaid interest thereon was
nil which principal and accrued and unpaid interest are the unpaid principal and accrued and unpaid interest owed, respectively, under this Note as of the close of business on the date of this Note. 

Section 3. Place of Payment. All payments will be made at Noteholder’s address at Three
Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697, Attention: Treasurer, or such other place as Noteholder may from time to time appoint in writing. 

Section 4. Payments. The unpaid principal balance of this Note and any unpaid and accrued interest thereon
shall be due and payable on the Final Payment Date. Prior to the Final Payment Date, any unpaid and accrued interest on an unpaid principal balance shall be paid in arrears quarterly on the last day of each March, June, September and December,
commencing March 31, 2013. 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. If any payment of principal or interest on this Note shall become due on
a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and the payment shall be the amount owed on the original payment date. 
 Section 5. Prepayments. This Note may be prepaid in part or in full at any time without penalty. 
 Section 6. Borrowings. Prior to the Final Payment Date, Noteholder expressly authorizes Borrower to borrow, repay and re-borrow principal under this Note in increments of
$100,000 on a daily basis so long as: 
  

	 	•	 	 the aggregate outstanding principal balance does not exceed $40,000,000.00; 



 

	 	•	 	 no Event of Default has occurred and is continuing. 


 Notwithstanding anything else in this Note, in no event will Noteholder be required to lend money to Borrower under this Note and loans under this Note shall be at the sole and absolute discretion of
Noteholder. 

  
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 Section 7. Interest. The unpaid principal balance of this
Note shall bear interest at the rate per annum of the Prime Rate less three quarters of a percent (0.75%). In the event that an Event of Default occurs and is continuing, the unpaid principal amount shall bear interest from the Event of Default at
the rate per annum of the Prime Rate plus four percent (4.00%) until such time as the Event of Default is cured. Accrued interest on the unpaid principal of this Note shall be computed on the basis of a 365- or 366-day year for actual days
(including the first, but excluding the last day) elapsed, but in no event shall such computation result in an amount of accrued interest that would exceed accrued interest on the unpaid principal balance during the same period at the Maximum Rate.
Notwithstanding anything to the contrary, this Note is expressly limited so that in no contingency or event whatsoever shall the amount paid or agreed to be paid to Noteholder exceed the Maximum Rate. If, from any circumstances whatsoever,
Noteholder shall ever receive as interest an amount that would exceed the Maximum Rate, such amount that would be excessive interest shall be applied to the reduction of the unpaid principal balance and not to the payment of interest, and if the
principal amount of this Note is paid in full, any remaining excess shall be paid to Borrower, and in such event, Noteholder shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving
interest in excess of the highest lawful rate permissible under applicable law. All sums paid or agreed to be paid to Noteholder for the use, forbearance or detention of the indebtedness of Borrower to Noteholder shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full of the principal (including the period of any renewal or extension thereof) so that the interest on account of such
indebtedness shall not exceed the Maximum Rate. If at any time the Contract Rate is limited to the Maximum Rate, any subsequent reductions in the Contract Rate shall not reduce the rate of interest on this Note below the Maximum Rate until the total
amount of interest accrued equals the amount of interest that would have accrued if the Contract Rate had at all times been in effect. In the event that, upon the Final Payment Date, the total amount of interest paid or accrued on this Note is less
than the amount of interest that would have accrued if the Contract Rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by law, in addition to the principal and any other amounts Borrower owes to the
Noteholder, the Borrower shall pay to the Noteholder an amount equal to the difference between: (i) the lesser of the amount of interest that would have accrued if the Contract Rate had at all times been in effect or the amount of interest that
would have accrued if the Maximum Rate had at all times been in effect; and (ii) the amount of interest actually paid on this Note. 
 Section 8. Remedy. Upon the occurrence and during the continuation of an Event of Default, Noteholder shall have all of the rights and remedies provided in the applicable
Uniform Commercial Code, this Note or any other agreement with Borrower and in favor of Noteholder, 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 Noteholder, Noteholder 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 Noteholder are cumulative
and may be exercised singly or concurrently. The failure to exercise any right or remedy will not be a waiver of such right or remedy. 
 Section 9. Right of Offset. Noteholder shall have the right of offset against amounts that may be due by Noteholder now or in the future to Borrower against amounts due
under this Note. 
 Section 10. Record of Outstanding Indebtedness. The date and amount of each
repayment of principal outstanding under this Note or interest thereon shall be recorded by Noteholder in its records. The principal balance outstanding and all accrued or accruing interest owed under this Note as recorded by Noteholder in its
records shall be the best evidence of the principal balance outstanding and all accrued or accruing interest owed under this Note; provided that the failure of Noteholder to so record or any error in so recording or computing any such amount
owed shall not limit or otherwise affect the obligations of Borrower under this Note to repay the principal balance outstanding and all accrued or accruing interest. 
 Section 11. Waiver. Borrower and each surety, endorser, guarantor, and other party now or subsequently liable for payment of this Note, severally waive demand, presentment
for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, notice of the intention to accelerate, notice of acceleration, diligence in collecting or bringing suit against any party liable on this Note, and further agree to
any and all extensions, renewals, modifications, partial payments, substitutions of evidence of indebtedness, and the taking or release of any collateral with or without notice before or after demand by Noteholder for payment under this Note.


  
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 Section 12. Costs and Attorneys’ Fees. In addition to
any other amounts payable to Noteholder pursuant to the terms of this Note, in the event Noteholder 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, Borrower and any guarantor jointly and severally agree to pay on demand to Noteholder 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. 

Section 13. Time of Essence. Time is of the essence with respect to all of Borrower’s obligations and
agreements under this Note. 
 Section 14. Jurisdiction and Venue. THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF TEXAS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS. BORROWER CONSENTS TO JURISDICTION IN THE COURTS LOCATED IN DALLAS, TEXAS. 
 Section 15. Notice. Any notice or demand required by this Note shall be deemed to have been given and received on the earlier of (i) when the notice or demand is
actually received by the recipient or (ii) 72 hours after the notice is deposited in the United States mail, certified or registered, with postage prepaid, and addressed to the recipient. The address for giving notice or demand under
this Note (i) to Noteholder shall be the place of payment specified in Section 3 or such other place as Noteholder may specify in writing to Borrower and (ii) to Borrower shall be the address below Borrower’s
signature or such other place as Borrower may specify in writing to Noteholder. 
 Section 16. Successors and
Assigns. All of the covenants, obligations, promises and agreements contained in this Note made by Borrower shall be binding upon its successors and permitted assigns, as applicable. Notwithstanding the foregoing, Borrower shall not
assign this Note or its performance under this Note without the prior written consent of Noteholder. 
 Section 17.
Definitions. For purposes of this Note, the following terms shall have the following meanings: 
 (a) “Business Day” shall mean any day banks are open in the state of Texas. 
 (b) “Contract Rate” means the amount of any interest (including fees, charges or expenses or any other amounts that, under applicable law, are deemed interest) contracted
for, charged or received by or for the account of Noteholder. 
 (c) “Event of
Default” wherever used herein, means any one of the following events: 
 (i) Borrower fails
to pay any amount due on this Note and/or any fees or sums due under or in connection with this Note after any such payment otherwise becomes due and payable and three Business Days after demand for such payment; 

(ii) Borrower 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 Borrower by Noteholder; 
 (iii) a case shall be commenced against Borrower, or Borrower shall file a petition commencing a case, under any provision of the Federal Bankruptcy Code of 1978, as amended, or shall seek relief
under any provision of any other bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or shall consent to the filing of any petition
against it under such law, or Borrower shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver, trustee or
liquidator of Borrower or all or any part of its property; or 

  
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 (iv) an event occurs that, with notice or lapse of time, or both,
would become any of the foregoing Events of Default. 
 (d) “Final Payment Date”
shall mean the earlier of: 
  

	 	•	 	 written demand by Noteholder for payment of all or part of the principal and interest accrued and unpaid thereon, but in any event no earlier than
March 31, 2014; 


  

	 	•	 	 December 31, 2014; or 


  

	 	•	 	 acceleration as provided herein. 


 (e) “Maximum Rate” shall mean the highest lawful rate permissible under applicable law for the use, forbearance or detention of money. 

(f) “Prime Rate” shall mean the fluctuating interest rate per annum in effect from time to
time equal to the base rate on corporate loans as reported as the Prime Rate in the Money Rates column of The Wall Street Journal or other reliable source. 

 

			
	 BORROWER:
  

NL INDUSTRIES, INC.

		
	By:	 	 
		 	Gregory M. Swalwell, Vice President, Finance and Chief Financial Officer
	
	Address:
	
	5430 LBJ Freeway, Suite 1700
	Dallas, Texas 75240-2697


 As of the date hereof, CompX International Inc., as Noteholder, hereby agrees that this Note renews
and replaces, amends and restates in its entirety each Prior Note (but shall not extinguish the obligations under each Prior Note, nor effect a novation thereof) and that the unpaid principal of nil and the accrued and unpaid interest thereon of nil
that was owed under the Second Amended Note as of the close of business on December 31, 2012 are the unpaid principal and the accrued and unpaid interest thereon, respectively, owed under this Note as of the close of business on the date of
this Note. 
  

			
	COMPX INTERNATIONAL INC.
		
	By:	 	 
		 	Darryl R. Halbert
		 	Vice President, Chief Financial Officer and Controller



  
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