CLOSING AGREEMENT
WHEREAS, the Asset Purchase Agreement (the "Agreement") by and among
JPS Automotive L.P., a Delaware limited partnership (the "Seller") and Safety
Components International, Inc., a Delaware corporation (the "Purchaser"), dated
as of June 30, 1997, is closing on the date hereof;
WHEREAS, the parties hereto wish to memorialize certain understandings
reached in connection with the Closing.
NOW THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Definition. Except as separately defined herein, capitalized terms
used herein shall have the meanings ascribed to them in the Agreement.
2. Estimated Net Worth Amount. The Estimated Purchase Price shall be
$56,300,000.
2. CIT Indebtedness. Purchaser is paying to Seller on the date hereof,
in addition to the Estimated Purchase Price, $638,660 which is equal to the
amount of indebtedness (without prepayment penalties which Seller agrees to be
responsible for) to CIT Group/Equipment Financing, Inc. under the agreements and
promissory notes referred to under "A. CIT Financing" in Schedule 4.16 of the
Schedules to the Agreement (the "CIT Indebtedness"). In consideration of such
payment, Seller and Purchaser agree that the items identified under "A. CIT
Financing" in Schedule 4.16 are deemed to be deleted from Schedule 4.16 to the
Agreement. Seller further agrees to pay off the CIT Indebtedness on the Closing
date and to provide evidence to Purchaser of such repayment, together with UCC-3
Termination Statements with respect to the equipment liens securing the CIT
Indebtedness, as soon as practicable following the Closing. Seller further
agrees to hold Purchaser harmless from and against any Damages which Purchaser
suffers arising out of or resulting from the CIT Indebtedness. Purchaser agrees
that, except as expressly set forth in this Section 3, Seller shall have no
liability under this Section 3 or under the Agreement for any representation or
warranty, covenant or failure to obtain a consent referred to or contained in
the Agreement which relates to the CIT Indebtedness.
4. Employee Retiree Life Plan. Purchaser and Seller agree to resolve
outstanding issues under Section 7.14 of the Agreement after the Closing as part
of the Purchase Price Adjustment pursuant to Section 2.5(b) of the Agreement.
5. Transfer Taxes. Purchaser is deducting from the Estimated Purchase
Price $2,035 in respect of Seller's portion of real estate transfer taxes
payable at the Closing pursuant to Section 7.8(a) of the Agreement and Purchaser
agrees to pay all such real estate transfer taxes when due and to provide Seller
with evidence of such payment.
6. Miscellaneous. Section 14.7 through 14.11 of the Agreement are
incorporated by reference herein as if fully set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year set forth below.
Date: July 24, 1997
SELLER: JPS AUTOMOTIVE L.P.
BY: PACJ, Inc.
Its: General Partner
By: /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Executive Vice President &
Chief Financial Officer
PURCHASER: SAFETY COMPONENTS INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President &
Chief Financial Officer
ACCEPTED AND AGREED TO: SAFETY COMPONENTS
FABRIC TECHNOLOGIES, INC.
(as assignee of Purchaser at the Closing, pursuant
to Section 14.3(a)(i) of the Agreement)
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President &
Chief Financial Officer
