AMENDMENT NO. 3 TO SUBSIDIARY GUARANTY
THIS AMENDMENT, dated as of July 30, 1998, 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,
CSSC, INC., an Arizona 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 thereto, dated as of June 2, 1997, and Amendment No.
2 thereto, dated as of July 15, 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:
CSSC, Inc.
c/o Safety Components International, Inc.
0000 X. Xxxxxxx Xxxx
Xxxx Xxx, Xxx Xxxxxx 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the Subsidiary Guaranty, and except as expressly modified and superseded by this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.
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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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
ASCI HOLDINGS ASIA (DE), INC.
By: _________________________________
Executive Vice President
VALENTEC SYSTEMS, INC.
By: _________________________________
Executive Vice President
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GALION, INC.
By: _________________________________
Executive Vice President
VALENTEC INTERNATIONAL CORPORATION, LLC
By: _________________________________
Executive Vice President
SAFETY COMPONENTS FABRIC TECHNOLOGIES, INC.
By: _________________________________
Executive Vice President
CSSC, INC.
By: _________________________________
Executive Vice President
KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent
By: _________________________________
Vice President
