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FORM OF AMENDMENT NO. 2 TO SUBSIDIARY GUARANTY
THIS AMENDMENT, dated as of July 15, 1997, by (i) each of the
Guarantors which is a party to the Subsidiary Guaranty referred to below (the
"ORIGINAL GUARANTORS"); (ii) the following additional Subsidiary of the Company:
SAFETY COMPONENTS FABRIC TECHNOLOGIES, INC., a [Delaware] corporation (together
with its successors and assigns, the "ADDITIONAL SUBSIDIARY GUARANTOR"); and
(iii) KEYBANK NATIONAL ASSOCIATION, a national banking association, as
Administrative Agent (the "ADMINISTRATIVE AGENT" ) under the Credit Agreement
referred to in the Subsidiary Guaranty identified below:
PRELIMINARY STATEMENTS:
(1) The Original Guarantors have heretofore entered into the Subsidiary
Guaranty, dated as of May 21, 1997, in favor of the Administrative Agent, as
amended by Amendment No. 1 to Subsidiary Guaranty dated as of June 2, 1997 (as
so amended, the "Subsidiary Guaranty"; 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 Subsidiary Guaranty, all as more fully set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. JOINDER OF ADDITIONAL SUBSIDIARY GUARANTOR. Effective upon the
execution and delivery of this Amendment, the Additional Subsidiary Guarantor
hereby joins in and becomes a party to the Subsidiary Guaranty, as amended
hereby, as a Guarantor thereunder as fully as if it had been an original
signatory to the Subsidiary Guaranty. All representations, warranties,
covenants, agreements and waivers contained in the Subsidiary Guaranty, as
amended hereby, applicable to Guarantors thereunder shall apply to the
Additional Subsidiary Guarantor from and after the date of execution and
delivery of this Amendment.
2. ADDITIONS TO SCHEDULE 1. Schedule 1 to the Subsidiary Guaranty is
amended by the addition of the following information:
Safety Components Fabric Technologies, Inc.
c/o Safety Components International, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxx, XX 00000
Attn: Chief Financial Officer
3. RATIFICATIONS. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Subsidiary Guaranty, and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Subsidiary Guaranty are ratified and
confirmed and shall continue in full force and effect.
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4. MISCELLANEOUS. The terms and provisions of sections 13, 14, 15, 16,
20, 22, 23 and 24 of the Subsidiary Guaranty are hereby incorporated into this
Amendment as if set forth in full herein, except that references in such
incorporated terms and provisions to "this Guaranty", "herein", "hereby" and
words of similar import shall be deemed to refer to this Amendment instead of
the Subsidiary Guaranty.
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The laws of South Carolina provide that in any real estate foreclosure
proceeding a defendant against whom a personal judgment is taken or asked may
within thirty days after the sale of the mortgaged property apply to the court
for an order of appraisal. The statutory appraisal value as approved by the
court would be substituted for the high bid and may increase the amount of any
deficiency owing in connection with the transaction. EACH OF THE UNDERSIGNED
HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE
HIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS
OF ANY APPRAISED VALUE OF THE MORTGAGED PROPERTY.
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.
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
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ASCI HOLDINGS ASIA (DE), INC.
BY:____________________________________
EXECUTIVE VICE PRESIDENT
