Exhibit 99.1
FIRST AMENDMENT TO RESTRUCTURING AGREEMENT
This First Amendment to Restructuring Agreement (this "Amendment"), dated
as of May 10, 2000, is entered into by and between Safety Components
International, Inc. ("SCI"), a Delaware corporation (and collectively with its
nine direct and indirect subsidiaries and affiliates(1) "Safety Components"),
and each of the undersigned holders or investment managers or advisors for
certain discretionary accounts that are holders or beneficial owners (each, a
"Consenting Holder" and collectively, the "Consenting Holders") of SCI's 10 1/8%
Senior Subordinated Notes due 2007, Series B (the "Notes") issued under that
certain indenture (the "Indenture") dated as of July 24, 1997, between SCI,
several SCI direct and indirect subsidiaries, and IBJ Xxxxxxxx Bank & Trust
Company, as Trustee. SCI and the Consenting Holders, along with Xxxxxx X. Xxxxx,
are parties to that certain Restructuring Agreement, dated April 6, 2000(as
amended, modified, or supplemented from time to time, the "Agreement"). This
Amendment amends the Agreement.
Section 1. Definitions. All capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Agreement.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 hereof, but effective as of the date hereof,
the Agreement shall be amended as follows:
2.01. References in the Agreement (including references in the Agreement as
amended hereby) to "this Agreement" (and indirect references such as
"hereunder", "hereby", "herein" and "hereof") shall be deemed to be references
to the Agreement as amended hereunder.
2.02. Clauses (a) through (d) of the definition of "Consenting Holders
Termination Event" in Section 10 of the Agreement shall be deleted in their
entirety and the following inserted in lieu thereof:
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(1) These entities are: Safety Components Fabric Technologies, Inc., Automotive
Safety Components International, Inc., ASCI Germany (DE) Inc., ASCI
Holdings UK (DE) Inc., XXXX Xxxxxxxx Xxxxxx (XX) Xxx., XXXX Xxxxxxxx Xxxxx
(XX) Inc. (collectively, the "Core Subsidiaries"); Valentec International
Corporation LLC, Valentec Systems, Inc., and Galion, Inc.
(a) the Petitions shall not have been filed on or before April 10, 2000
(the date of such filings, the "Petition Date");
(b) the Plan shall not have been filed on or before June 12, 2000;
(c) the Plan shall not have been confirmed by the Bankruptcy Court in
accordance with its terms on or before August 28, 2000;
(d) the Plan shall not have been consummated in accordance with its terms
on or before September 30, 2000;
2.03. The definition of "Consenting Holders Termination Event" in Section
10 of the Agreement shall be further amended by adding the following paragraph
after clause (n) in such definition:
Notwithstanding the deadlines set forth in clauses (b), (c) and (d) above
in the definition of "Consenting Holders Termination Event", a Consenting
Holders Termination Event shall be deemed to have occurred if (x) SCI shall
not have delivered its business plan to the attorneys or financial advisors
for the official committee of unsecured creditors appointed in the Chapter
11 Cases (the "Committee") on or prior to May 25, 2000, or (y) SCI shall
not have delivered its reorganization or enterprise valuation to the
attorneys or financial advisors for the Committee on or prior to May 31,
2000.
Section 3. Precedent. This Amendment shall become effective upon the its
execution by the Consenting Holders (as defined in the Agreement) and SCI.
Section 4. Miscellaneous. Except as herein provided, the Agreement shall
remain unchanged and in full force and effect. This Amendment may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same amendatory instrument and any of the parties hereto may execute this
Amendment by signing any such counterpart.
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THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
IN WITNESS WHEREOF, each of the parties below has caused a counterpart of
this Amendment to be executed and delivered by its duly authorized officer as of
the date first above written.
Safety Components International, Inc., on behalf of
itself and each of its affiliates and subsidiaries,
By: /s/ Xxxx X. Xxxxx
---------------------------
Name: Xxxx X. Xxxxx
Title: Chief Operating Officer
00 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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CONSENTING HOLDER:
SUN AMERICA INVESTMENTS on behalf of the following holders
of Notes: SunAmerica Inc.; Anchor National Life
Insurance Company; SunAmerica Life Insurance Company;
First SunAmerica Life Insurance Company:
By: /s/ Xxxxx Buckle
Name: Xxxxx Buckle
Title: Authorized Agent
0 Xxx Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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CONSENTING HOLDER:
AIG on behalf of the following holders of Notes:
America Home Assurance Company; Commerce and Industry
Insurance Company; ad National Union Fire Insurance
Company of Louisiana:
By: /s/ Xxxxxxxxx X. Xxxx
Name: Xxxxxxxxx Xxxx
Title: Secretary
c/o Xxxxxxxx X. Xxxxxx
American International Group, Inc.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CONSENTING HOLDER:
WAYLAND INVESTMENT FUND, LLC,
By: CSFC Wayland Advisors, Inc., its Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
Name:
Title:
00000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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CONSENTING HOLDER:
Xxxxxx Fiduciary Trust Company on behalf of the
following holder of Notes: Xxxxxx High Yield
Managed Trust
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
X/X Xxxxxxxxx Xxxxxxx Xxxx.
Xxxxxx Xxxxxxxxxxx
00 Xxxxxxxxx Xxxx Office Park
Mailstop H-1-D
Braintree, MA 02184
Attention Xxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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CONSENTING HOLDER:
The Xxxxxx Advisory Company, Inc. on behalf of the
following holders of Notes: Strategic Global Fund-High
Yield Fixed Income (Xxxxxx) Fund; and Xxxxxx
CBO II, Limited:
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
X/X Xxxxxxxxx Xxxxxxx Xxxx.
Xxxxxx Xxxxxxxxxxx
00 Xxxxxxxxx Xxxx Office Park
Mailstop H-1-D
Braintree, MA 02184
Attention Xxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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CONSENTING HOLDER:
Xxxxxx Investment Management, Inc. on behalf of the
following holders of Notes: Xxxxxx High Yield Trust;
Xxxxxx High Yield Advantage Trust; Xxxxxx Variable
Trust-Xxxxxx VT Income Fund; Xxxxxx Variable
Trust-Xxxxxx VT Global Asset Allocation Fund; Xxxxxx
Master Income Trust; Xxxxxx Premier Income Trust;
Xxxxxx Master Intermediate Income Trust; Xxxxxx
Diversified Income Trust; Xxxxxx Asset Allocation
Funds-Growth Portfolio; Xxxxxx Asset Allocation
Funds-Conservative Portfolio; Xxxxxx Funds
Trust-Xxxxxx High Yield Trust II; Travelers Series
Fund Inc.-Xxxxxx Diversified Income Portfolio; and
Lincoln National Global Asset Allocation Fund, Inc.:
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
X/X Xxxxxxxxx Xxxxxxx Xxxx.
Xxxxxx Xxxxxxxxxxx
00 Xxxxxxxxx Xxxx Office Park
Mailstop H-1-D
Braintree, MA 02184
Attention Xxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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