COMPX INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>4
<FILENAME>ciiexh109.txt
<TEXT>
                                                                   Exhibit 10.9

                                                              Execution Version


           SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND RELEASE OF
                         EUROPEAN INVESTMENT COLLATERAL


     THIS SECOND AMENDMENT TO CREDIT  AGREEMENT,  WAIVER AND RELEASE OF EUROPEAN
INVESTMENT COLLATERAL (this "Amendment") is made and entered into as of this 7th
day  of  January,  2005  by and  among  COMPX  INTERNATIONAL  INC.,  a  Delaware
corporation (the "Borrower"),  the banks and lending  institutions  party to the
Credit Agreement referred to below (the "Lenders"),  and WACHOVIA BANK, NATIONAL
ASSOCIATION,  a national banking association,  in its capacity as administrative
agent for the Lenders (the "Administrative Agent").

     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 the First
Amendment to Credit  Agreement  dated as of October 20,  2003,  and as otherwise
amended,  restated,  supplemented  or  modified  from time to time,  the "Credit
Agreement").

     The Borrower desires to dispose of its European subsidiaries (the "European
Subsidiary  Sale")  through a sale of all of the capital  stock of CompX  Europe
B.V., a Netherlands corporation ("CompX Europe").

     The Borrower has requested that the  Administrative  Agent and the Lenders:
(i) waive the asset  sale  prohibition  in the  Credit  Agreement  to the extent
necessary  to permit the  European  Subsidiary  Sale,  (ii) waive the  mandatory
commitment reduction  requirements in the Credit Agreement as it pertains to the
European Subsidiary Sale, (iii) waive the investment restriction covenant in the
Credit  Agreement  to the extent  necessary  to permit the  Borrower  to receive
partial  payment for the European  Subsidiary Sale in the form of a subordinated
note from the purchaser  thereof (the  "Subordinated  Note");  (iv) delete CompX
Europe and each of its  direct and  indirect  subsidiaries  from the  subsidiary
schedule to the Credit  Agreement,  and (v) release  that portion of the capital
stock of CompX  Europe  which is  pledged  to the  Administrative  Agent for the
benefit of the Lenders  pursuant to the Collateral  Agreement (as defined in the
Credit Agreement).

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
adequacy of which is hereby acknowledged, the parties hereto 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. Waivers under Credit  Agreement.  So long as (a) immediately  before and
after  giving  effect  hereto  there  shall exist no Default or Event of Default
under the Credit Agreement, (b) the proceeds to Borrower represented by cash and
the  principal  amount  of any note  issued  by the  purchaser  of CompX  Europe
(including  but  not  limited  to  the  Subordinated  Note)  from  the  European

<PAGE>
Subsidiary Sale shall be at least US$20,000,000, and (c) the European Subsidiary
Sale shall be consummated pursuant to a sale agreement in substantially the form
and on  substantially  the  terms  furnished  to the  Administrative  Agent  and
approved by it in its reasonable  discretion,  the Lenders hereby waive: (i) the
provisions  of Section  10.5 of the  Credit  Agreement  (Limitations  on Sale of
Assets) to the extent necessary to permit the European Subsidiary Sale; (ii) the
provisions of Section 2.7 of the Credit  Agreement  (Permanent  Reduction of the
Aggregate  Commitment and the Alternative  Currency Commitment) to eliminate the
requirement  that the  Aggregate  Commitment  be reduced by the  proceeds of the
European Subsidiary Sale, it being agreed that the Aggregate  Commitment will be
unchanged  thereby;  and (iii) the  provisions  of  Section  10.3 of the  Credit
Agreement (Limitation on Loans,  Advances,  Investments and Acquisitions) to the
extent necessary to permit the Borrower to accept non-cash consideration for the
European  Subsidiary Sale in the form of a subordinated  note from the purchaser
of CompX Europe in an aggregate principal amount not to exceed  (euro)4,000,000;
each of such  foregoing  waivers  to take  effect as of the  Effective  Time (as
defined below).

     3. Amendment to Schedule  6.1(b) to Credit  Agreement.  Effective as of the
Effective  Time (as  defined  below),  Schedule  6.1(b) to the Credit  Agreement
(Subsidiaries)  is hereby amended to delete the references to CompX Europe B.V.,
Thomas Regout Holding B.V., Thomas Regout Nederland B.V., Thomas Regout B.V. and
Thomas Regout International B.V.

     4. Release of Pledged Stock. Effective as of the Effective Time (as defined
below), the  Administrative  Agent and the Lenders hereby release their lien and
security  interest in the capital stock of CompX Europe pledged  pursuant to the
Collateral Agreement.

     5. Effective Time of this Amendment;  Deadline for European Subsidiary Sale
Permissions.  This  Amendment  shall become  effective  (the  "Effective  Time")
simultaneously  with the closing of the  European  Subsidiary  Sale,  subject to
fulfillment of the following 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) Amendment Fee. The Administrative  Agent shall have received,  for
     the account of each Lender on or prior to the date of execution  hereof, an
     amendment fee in an amount equal to 0.05% of the  aggregate  amount of each
     Lender's Commitment,  which amendment fee shall be nonrefundable whether or
     not the European  Subsidiary  Sale is  consummated  and whether or not this
     Amendment ever becomes effective.

          (c)  European  Subsidiary  Sale  Conditions;   Deadline  for  European
     Subsidiary  Sale.  Each of the conditions set forth in clauses (a), (b) and
     (c) of  Section  2  hereof  shall  have  been  satisfied  and the  European
     Subsidiary  Sale shall have closed no later than the first  anniversary  of
     the date hereof (as set forth in the preamble hereto).

          (d) Sale Agreement;  Other Documents.  The Administrative  Agent shall
     have  received a true and correct copy of the sale  agreement and any other
     relevant  associated  agreements  effecting the European Subsidiary Sale in
     substantially  the final form  thereof  and shall have  received  any other
     documents, certificates or instruments reasonably requested thereby.
<PAGE>

If any of the foregoing  conditions to the effectiveness of this Amendment shall
remain  unsatisfied  at  the  closing  of the  European  Subsidiary  Sale,  then
notwithstanding the prior execution hereof by the parties hereto, this Amendment
and the waivers,  amendment and release  otherwise  effected hereby shall become
null and void and of no further force and effect,  without any further action on
the part of any party  hereto,  and the Credit  Agreement,  Loan  Documents  and
Collateral  shall  continue  as in effect  without  giving  effect to any of the
waiver,  amendment  or release  provisions  hereof;  provided,  however,  that ,
notwithstanding the foregoing, Borrower shall remain obligated for the amendment
fee and all costs and expense reimbursements provided for herein.

     6. 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.

     7. Representations and Warranties/No Default.

          (a) By its execution  hereof,  the Borrower hereby  certifies that (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 (before and after giving effect to the European  Subsidiary Sale and
     the  waivers   hereunder)   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) after giving effect to this Amendment and to
     the European Subsidiary Sale.

          (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.


<PAGE>

     8.  Acknowledgement  by Subsidiary  Guarantors.  By their execution hereof,
each of the Subsidiary  Guarantors hereby expressly (a) consents to the waivers,
release, 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.

     9. 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.

     10.  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.

     11. 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.

     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.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the date and year first above written.

                            BORROWER:

                            COMPX INTERNATIONAL INC., as Borrower


                            By:
                                  --------------------------------------
                            Name:
                                  --------------------------------------
                            Title:
                                  --------------------------------------


<PAGE>


                            SUBSIDIARY GUARANTORS:


                            COMPX SECURITY PRODUCTS, INC.


                            By:
                                  -------------------------------------
                            Name:
                                  -------------------------------------
                            Title:
                                  -------------------------------------


                             THOMAS REGOUT USA, INC.


                             By:
                                    ------------------------------------
                             Name:
                                    ------------------------------------
                             Title:
                                    ------------------------------------




                             AGENT AND LENDERS:

                             WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent and Lender


                             By:
                                    -----------------------------------
                             Name:
                                    -----------------------------------
                             Title:
                                    -----------------------------------


                             COMPASS BANK, as Lender

                             By:
                                   ------------------------------------
                             Name:
                                   ------------------------------------
                             Title:
                                   ------------------------------------


                             COMERICA BANK, as Lender


                             By:
                                    ----------------------------------
                             Name:
                                    ----------------------------------
                             Title:
                                    ----------------------------------


</TEXT>
</DOCUMENT>
