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FORM OF AMENDMENT NO. 2 TO SECURITY AGREEMENT
THIS AMENDMENT, dated as of July 15, 1997, 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: SAFETY
COMPONENTS FABRIC TECHNOLOGIES, INC., a Delaware 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 to Security Agreement dated as of June 2, 1997 (as so
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. AMENDMENT TO SECTION 1.1. Section 1.1 of the Security Agreement is
amended by adding a new subsection (d) which reads in its entirety as follows:
(d) Notwithstanding the foregoing, no security interest is granted
under this Agreement with respect to Equipment of which Safety Components Fabric
Technologies, Inc. ("SCFT") is the Assignor and which is subject on the
effective date of Amendment No. 2 to the Security Agreement to (i) the Loan and
Security Agreement dated as of June 28, 1994 by and between JPS Automotive
Products Corp. and The CIT Group/Equipment Financing, Inc. as assigned to SCFT
(the "CIT Agreement") or (ii) any secured installment purchase contract that by
its terms prohibits the creation of additional liens on such Equipment unless
consent has been obtained and the Company shall use its reasonable efforts to
obtain such consent, it being understood that the Company shall not be required
to pay more than a nominal fee for such consent. Upon the payment of all amounts
owing under the CIT Agreement on any Equipment or
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under such installment purchase agreement of SCFT or the removal of any
prohibition on the creation of a lien on the Equipment subject thereto, such
Equipment shall constitute Collateral hereunder.
3. ADDITIONS TO ANNEX A. Annex A to the Security Agreement is amended
by the addition of the following information as to existing financing
statements:
NAME AND ADDRESS NAME AND PLACE OF FILING RECORD INFO. COLLATERAL
OF DEBTOR ADDRESS OF FILING (STATE DESCRIPTION
SECURED PARTY AND DEPT. OR
COUNTY)
JPS Converter and The CIT Greenville Recorded: 11/01/96 Referencing Doc. No.
Industrial Corp. Group/Equipment County, SC Doc. #: 964451 913349
Dunean Plant Financing, Inc.
Emory Street 000 Xxxx Xxxxxx
Xxxxxxxxxx, XX Xxx Xxxx, XX
00000
JPS Converter and The CIT Greenville Recorded: 08/30/94 Amending Doc. No.
Industrial Corp. Group/Equipment County, SC Doc. #: L336587 913349
Dunean Plant Financing, Inc.
Emory Street 0000 Xxxxxx xx
Xxxxxxxxxx, XX the Americas
29602 Xxx Xxxx, XX
00000
JPS Converter and The CIT Greenville Recorded: 06/29/92 Specific Equipment
Industrial Corp. Group/Equipment County, SC Doc. #: 92-1853 described on attached
Dunean Plant Financing, Inc. exhibit
Emory Street 000 Xxxx Xxxxxx
Xxxxxxxxxx, XX Xxx Xxxx, XX
00000
JPS Converter and The CIT Greenville Recorded: 11/01/91 Specific Equipment
Industrial Corp. Group/Equipment County, SC Doc. #: 913349 described on attached
Dunean Plant Financing, Inc. exhibit
Emory Street 000 Xxxx Xxxxxx
Xxxxxxxxxx, XX Xxx Xxxx, XX
00000
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JPS Converter and The CIT Greenville Recorded: 12/24/92 Specific Equipment
Industrial Corp. Group/Equipment County, SC Doc. #: 92-3587 described on attached
Dunean Apparel Financing, Inc. exhibit
Plant 0000 Xxxxxx xx
Xxxxxx Xxxxxxxxxx xxx Xxxxxxxx
Xxxxx Xxx Xxxx, XX
Emory Street 10036
Xxxxxxxxxx, XX 00000
JPS Converter and The CIT Greenville Recorded: 08/12/93 Specific Equipment
Industrial Corp. Group/Equipment County, SC Doc. #: 93-2212 described on attached
Dunean Apparel Financing, Inc. exhibit
Plant 1211 Avenue of
Dunean Industrial the Americas
Plant 00xx Xxxxx
Xxxxx Xxxxxx Xxx Xxxx, XX
Xxxxxxxxxx, XX 00000 10036
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NAME AND ADDRESS OF NAME AND ADDRESS OF PLACE OF FILING FILING RECORD COLLATERAL
DEBTOR SECURED PARTY (STATE INFO. DESCRIPTION
AND DEPT. OR
COUNTY)
JPS Converter and The CIT Greenville Recorded: 01/04/95 Specific Equipment
Industrial Corp. Group/Equipment County, SC Doc. #: 95-0017 described on attached
Dunean Apparel Financing, Inc. exhibit
Plant 0000 Xxxxxx xx xxx
Xxxxxx Xxxxxxxxxx Xxxxxxxx
Plant 00xx Xxxxx
Xxxxx Xxxxxx Xxx Xxxx, XX
Xxxxxxxxxx, XX 00000 10036
JPS Converter and The CIT Greenville Recorded: 08/30/94 Amendment to Doc
Industrial Corp. Group/Equipment County, SC Doc. #: L336587 #92-3587 replacing
Dunean Plant Financing, Inc. old Exhibit B
Emory Street 1211 Avenue of the
Xxxxxxxxxx, XX 00000 Americas
Xxx Xxxx, XX
00000
JPS Automotive The CIT Greenville Recorded: 06/30/94 Specific Equipment
Products Corp. Group/Equipment County, SC Doc. #: 94-1782 described on attached
Dunean Plant Financing, Inc. exhibit
Emory Street 1211 Avenue of the
Xxxxxxxxxx, XX 00000 Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX
00000
JPS Automotive, L.P. The CIT Greenville Recorded: 10/18/94 Specific Equipment
Dunean Plant Group/Equipment County, SC Doc. #: 94-2790 described on attached
Emory Street Financing, Inc. exhibit
Xxxxxxxxxx, XX 00000 0000 Xxxxxx xx xxx
Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX
00000
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4. ADDITIONS TO ANNEX B. Annex B to the Security Agreement is amended
by the addition of the following information as to the chief executive office
(and the registered office, if a corporation) of the Additional Assignor:
NAME ADDRESS
Safety Components Fabric Technologies, Inc. c/o Safety Components International, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxx, XX 00000
5. ADDITIONS TO ANNEX C. Annex C to the Security Agreement is amended
by the addition of the following information as to location of Inventory and
Equipment of the Additional Assignor:
NAME ADDRESS
Safety Components Fabric Technologies, Inc. 0000 Xxxxxxx Xxxxxx
Xxxxx Xxxx, XX 00000
Dunean Plant
00 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Taylors Plant
X.X. Xxx 0
Xxxx Xxxxxx
Xxxxxxx, XX 00000
6. ADDITIONS TO ANNEX E. Annex E to the Security Agreement is amended
by the addition of the following information as to trademarks:
XXXX TRADEMARK NO./APPLICATION NO.
Interlochen Application No. 74/735,020
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7. ADDITIONS TO ANNEX F. Annex F to the Security Agreement is amended
by the addition of the following information as to patents:
XXXX PATENT NO./APPLICATION NO.
Air Bag for Use in a Motor Vehicle and Method Patent No. 5,566,434
of Producing Same Issued: 10/22/96
Expiration: 6/15/2014
Air Bag for Use in a Motor Vehicle and Method Patent No. 5,630,261
of Producing Same Issued: 5/20/97
Expiration: 6/15/2014
Air Bag Having Panels with Different Patent No. 5,542,703
Permeabilities Issued: 08/06/96
Expiration: 6/15/2014
Vehicle Air Bag Fabric and Method of Making Application No. 08/787,743
Same Filed: 1/24/97
Release Liner and Method of Using Same Application No. 08/656,661
Filed: 5/31/96
Firefighter Garment Utilizing Improved High- Application No. 08/683,578
Lubricity Lining Material Filed: 7/15/96
8. 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.
9. 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.
[The balance of this page is intentionally blank.]
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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
BY:_______________________________________
EXECUTIVE VICE PRESIDENT
SAFETY COMPONENTS FABRIC TECHNOLOGIES, INC.
BY:_______________________________________
EXECUTIVE VICE PRESIDENT
KEYBANK NATIONAL ASSOCIATION,
AS COLLATERAL AGENT
BY:_______________________________________
VICE PRESIDENT
