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FORM OF AMENDMENT NO. 2 TO PLEDGE AGREEMENT
THIS AMENDMENT, dated as of July 15, 1997, by (i) each of the Pledgors
which is a party to the Pledge Agreement referred to below (the "ORIGINAL
PLEDGORS") and (ii) KEYBANK NATIONAL ASSOCIATION, a national banking
association, as Collateral Agent under the Pledge Agreement (herein, together
with its successors and assigns in such capacity, the "PLEDGEE"):
PRELIMINARY STATEMENTS:
(1) The Original Pledgors have heretofore entered into the Pledge
Agreement, dated as of May 21, 1997, in favor of the Collateral Agent as the
Pledgee thereunder, as amended by Amendment No. 1 to Pledge Agreement dated as
of June 2, 1997 (as so amended, the "PLEDGE 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 Pledge Agreement, all as more fully set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. ADDITIONS TO ANNEX A. Annex A to the Pledge Agreement is amended by
the addition of the following information:
NAME OF JURISDICTION PERCENTAGE OF NAMES AND JURISDICTIONS JURISDICTIONS
SUBSIDIARY WHERE OUTSTANDING STOCK ADDRESSES WHERE WHERE
AND ORGANIZED OR OTHER EQUITY OF QUALIFIED AS SUBSTANTIAL
TYPE OF INTERESTS OWNED MINORITY A FOREIGN ASSETS
ORGANIZATION (INDICATING HOLDERS, CORPORATION LOCATED
WHETHER OWNED BY IF ANY OR
THE BORROWER OR A OTHER ENTITY
SPECIFIED
SUBSIDIARY)
------------ -------------- ------------------- --------- ------------ ----------------
Safety Delaware 100% owned by the N/A California South
Components Company Carolina
Fabric South
Technologies, Carolina
Inc.
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2. ADDITIONS TO ANNEX B. Annex B to the Pledge Agreement is amended by
the addition of the following information:
NAME OF TYPE NUMBER
ISSUING OF OF CERTIFICATE PERCENTAGE
CORPORATION SHARES SHARES NO. OWNED
------------- -------- -------- ------------- ------------
Safety common stock 100 1 100%
Components
Fabric
Technologies,
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forth in the Security Agreement, and except as expressly modified and superseded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 Pledge Agreement are ratified
and confirmed and shall continue in full force and effect.
4. MISCELLANEOUS. The terms and provisions of sections 20
[Waiver; Amendment], 22 [Miscellaneous] and 23 [Waiver of Jury Trial] of the
Pledge 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 Pledge 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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KEYBANK NATIONAL ASSOCIATION,
AS COLLATERAL AGENT AND PLEDGEE
BY:______________________________
VICE PRESIDENT
