AMENDMENT NO. 3 TO SECURITY AGREEMENT
THIS AMENDMENT, dated as of July 30, 1998, by (i) each of the Assignors
which is a party to the Security Agreement referred to below (the "Original
Assignors"); and (ii) the following additional Subsidiary of the Company: CSSC,
INC., an Arizona corporation (together with its successors and assigns, the
"Additional Assignor"); with (iii) KEYBANK NATIONAL ASSOCIATION, a national
banking association, as Collateral Agent (the "Collateral Agent") under the
Security Agreement identified below:
PRELIMINARY STATEMENTS:
(1) The Original Assignors have heretofore entered into the Security
Agreement, dated as of May 21, 1997, in favor of the Collateral Agent as amended
by Amendment No. 1 thereto, dated as of June 2, 1997, and Amendment No. 2
thereto, dated as of July 15, 1997 (as amended, the "Security Agreement"; with
the terms defined therein, or the definitions of which are incorporated therein,
being used herein as so defined).
(2) The parties hereto desire to amend certain of the terms and
provisions of the Security Agreement, all as more fully set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. Joinder of Additional Assignor. Effective upon the execution and
delivery of this Amendment, the Additional Assignor hereby joins in and becomes
a party to the Security Agreement, as amended hereby, as an Assignor thereunder
as fully as if it had been an original signatory to the Security Agreement. All
representations, warranties, covenants, agreements and waivers contained in the
Security Agreement, as amended hereby, applicable to Assignors thereunder shall
apply to the Additional Assignor from and after the date of execution and
delivery of this Amendment.
2. Amendments to Annex B. Annex B to the Security Agreement is amended
and restated in its entirety as follows:
ASSIGNOR ADDRESS
----------------------------------------------- -----------------------------------------
Safety Components International, Inc. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Automotive Safety Components International, Inc. c/o Safety Components International, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Galion, Inc. c/o Safety Components International, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Valentec Systems, Inc. c/o Safety Components International, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
ASCI Holdings Germany (DE), Inc. c/o Safety Components International, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
ASCI Holdings U.K. (DE), Inc. c/o Safety Components International, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
1
ASSIGNOR ADDRESS
------------------------------------------- -----------------------------------------
ASCI Holdings Mexico (DE), Inc. c/o Safety Components International, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
ASCI Holdings Czech (DE), Inc. c/o Safety Components International, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Valentec International Corporation, LLC c/o Safety Components International, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
ASCI Holdings Asia (DE), Inc. c/o Safety Components International, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Safety Components Fabric Technologies, Inc. c/o Safety Components International, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
CSSC, Inc. c/o Safety Components International, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
3. Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Security Agreement, and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Security Agreement are ratified and
confirmed and shall continue in full force and effect.
4. Miscellaneous. The terms and provisions of sections 10.2 [Waiver;
Amendment], 10.4 [Successors and Assigns], 10.5 [Headings Descriptive], 10.6
[Severability], 10.7 [Governing Law], and 11 [Waiver of Jury Trial] of the
Security Agreement are hereby incorporated into this Amendment as if set forth
in full herein, except that references in such incorporated terms and provisions
to "this Agreement", "herein", "hereby" and words of similar import shall be
deemed to refer to this Amendment instead of the Security Agreement. This
Amendment may be executed by the parties hereto separately in counterparts, each
of which shall be an original and all of which together shall constitute one and
the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
SAFETY COMPONENTS INTERNATIONAL, INC.
By: ________________________
Executive Vice President
AUTOMOTIVE SAFETY COMPONENTS INTERNATIONAL, INC.
By: ________________________
Executive Vice President
ASCI HOLDINGS GERMANY (DE), INC.
By: ________________________
Executive Vice President
ASCI HOLDINGS CZECH (DE), INC.
By: ________________________
Executive Vice President
ASCI HOLDINGS MEXICO (DE), INC.
By: ________________________
Executive Vice President
ASCI HOLDINGS U.K. (DE), INC.
By: ________________________
Executive Vice President
ASCI HOLDINGS ASIA (DE), INC.
By: ________________________
Executive Vice President
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VALENTEC SYSTEMS, INC.
By: ________________________
Executive Vice President
GALION, INC.
By: ________________________
Executive Vice President
VALENTEC INTERNATIONAL CORPORATION, LLC
By: ________________________
Executive Vice President
SAFETY COMPONENTS FABRIC TECHNOLOGIES, INC.
By: ________________________
Executive Vice President
CSSC, Inc.
By: ________________________
Executive Vice President
KEYBANK NATIONAL ASSOCIATION, as Collateral Agent
By: ___________________________
Vice President
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