AMENDMENT NO. 3 TO PLEDGE AGREEMENT
THIS AMENDMENT, dated as of July 30, 1998, by (i) each of the Pledgors
which is a party to the Pledge Agreement referred to below (the "Original
Pledgors") and (ii) KEYBANK NATIONAL ASSOCIATION, a national banking
association, as Collateral Agent under the Pledge Agreement (herein, together
with its successors and assigns in such capacity, the "Pledgee"):
PRELIMINARY STATEMENTS:
(1) The Original Pledgors have heretofore entered into the Pledge
Agreement, dated as of May 21, 1997, in favor of the Collateral Agent as the
Pledgee thereunder 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
"Pledge 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 Pledge Agreement, all as more fully set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. Additions to Annex A. Annex A to the Pledge Agreement is amended by
the addition of the following information:
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Name of Jurisdiction Percentage of Names and Jurisdictions Jurisdictions
Subsidiary Where Outstanding Stock Addresses Where Where
and Type of Organized or other Equity of Minority Qualified as Substantial
Organization Interests Owned Holders, a foreign Assets
(Indicating whether if Any corporation or Located
owned by the other entity
Borrower or a
specified Subsidiary)
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CSSC, Inc. Arizona 100% owned by the N/A None None
Company
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2. Additions to Annex B. Annex B to the Pledge Agreement is amended by
the addition of the following information:
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Name of Type Number
Issuing of of Certificate Percentage
Corporation Shares Shares No. Owned
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CSSC, Inc. common stock 130 101 100%
130 102
250 103
250 104
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3. 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
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superseded by this Amendment, the terms and provisions of the Pledge Agreement
are ratified and confirmed and shall continue in full force and effect.
4. Miscellaneous. The terms and provisions of sections 20 [Waiver;
Amendment], 22 [Miscellaneous] and 23 [Waiver of Jury Trial] of the Pledge
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 Pledge 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.
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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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KEYBANK NATIONAL ASSOCIATION, as Collateral
Agent and Pledgee
By: _______________________
Vice President
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