BST SAFETY TEXTILES ACQUISITION GMBH arranged by GOLDMAN SACHS CREDIT PARTNERS L.P. and UBS SECURITIES LLC as Mandated Lead Arrangers with GOLDMAN SACHS CREDIT PARTNERS L.P. acting as Priority Agent UBS AG, STAMFORD BRANCH acting as Second Lien Agent...

Exhibit 10.4

DATED 15 April 2008

BST SAFETY TEXTILES ACQUISITION GMBH

arranged by

XXXXXXX XXXXX CREDIT PARTNERS L.P.

and

UBS SECURITIES LLC

as Mandated Lead Arrangers

with

XXXXXXX SACHS CREDIT PARTNERS L.P.

acting as Priority Agent

UBS AG, STAMFORD BRANCH

acting as Second Lien Agent

and

XXXXXXX XXXXX CREDIT PARTNERS L.P.

acting as Security Agent

AMENDMENT AND RESTATEMENT

AGREEMENT

relating to a €155,000,000 Term and

Revolving Facilities Agreement

and the Intercreditor Deed

TABLE OF CONTENTS

				Page
1.		DEFINITIONS AND INTERPRETATION		1
2.		CONDITIONS TO THE AMENDMENTS		2
3.		AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT AND THE INTERCREDITOR DEED		3
4.		MISCELLANEOUS		3
5.		GUARANTEE		3
6.		SECURITY		4
7.		BORROWER ACCESSION		4
8.		AMENDMENT FEE		4
9.		GOVERNING LAW		4

SCHEDULE 1		THE BORROWERS AND THE GUARANTORS		5
SCHEDULE 2		CONDITIONS PRECEDENT		6
ANNEX A		AMENDED AND RESTATED CREDIT AGREEMENT
ANNEX B		AMENDED AND RESTATED INTERCREDITOR DEED

DATED 15 April 2008

PARTIES

(1) BST U.S. HOLDINGS, LLC, a company duly incorporated and validly existing under the laws of the State of Delaware having its principal place of business at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000, the United States of America (the “Parent”);

(2) BST SAFETY TEXTILES ACQUISITION GMBH, a limited liability company duly incorporated and validly existing under the laws of the Federal Republic of Germany having its corporate seat in Freiburg x.Xx. and which is registered in the Commercial Register in Freiburg x.Xx. under registration number HRB 702044 (the “Original Borrower”);

(3) THE COMPANIES listed in Schedule 1 (Borrowers and Guarantors) as revolving borrowers (the “Revolving Borrowers”);

(4) THE COMPANIES listed in Schedule 1 (Borrowers and Guarantors) as guarantors (the “Guarantors”);

(5) XXXXXXX SACHS CREDIT PARTNERS L.P. and UBS SECURITIES LLC as mandated lead arrangers (the “Mandated Lead Arrangers”);

(6) XXXXXXX XXXXX CREDIT PARTNERS L.P. acting on behalf of the Priority Lenders and as agent of the other Priority Finance Parties (the “Priority Agent”);

(7) UBS AG, STAMFORD BRANCH acting on behalf of the Second Lien Lenders and as agent of the other Second Lien Finance Parties (the “Second Lien Agent” and together with the Priority Agent the “Agents”);

(8) XXXXXXX SACHS CREDIT PARTNERS L.P. as security agent for the Secured Parties (the “Security Agent”); and

(9) EACH LENDER listed in the signature pages to this Agreement as a Lender.

RECITALS

(A) The Parties have entered into a term and revolving facility agreement dated 8 December, 2006 (as amended on 1 April 2007, 11 June 2007 and 16 November 2007) (the “Credit Agreement”) pursuant to which the Original Lenders made Loans to the Borrowers.

(B) The Parties have agreed to amend and restate the Credit Agreement and the Intercreditor Deed on the terms of this Agreement.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

In this Agreement:

(a) “Amended and Restated Credit Agreement” means the form of amended and restated credit agreement set out in Annex A to this Agreement;

(b) “Amended and Restated Intercreditor Deed” means the form of amended and restated intercreditor deed set out in Annex B to this Agreement;

(c) terms defined in the Amended and Restated Credit Agreement have the same meanings when used in this Agreement unless the context requires otherwise;

(d) the provisions of Clause 1.2 (Construction) of the Amended and Restated Credit Agreement apply to this Agreement as though they were set out in full in this Agreement except that references to the Amended and Restated Credit Agreement are to be construed as references to this Agreement; and

(e) the Parties intend that this Agreement shall take effect as a deed notwithstanding that a party may execute it underhand.

2. CONDITIONS TO THE AMENDMENTS

2.1 Initial conditions

The amendments contained in this Agreement shall only be effective upon receipt by the Agents of all of the documents and other evidence listed in Schedule 2 (Conditions Precedent). The Agents shall notify the Parent and the Lenders promptly upon satisfactory receipt with such date of notification being the “Effective Date”.

2.2 Further conditions

Each Obligor confirms that on the date of this Agreement and as of the Effective Date:

(a) no Default or Event of Default is continuing;

(b) all the Repeating Representations are true;

(c) that the Realignment Information Package is in compliance with Clause 25.4(b) of the Amended and Restated Credit Agreement and is not misleading in any material respect;

(d) that the documents and evidence delivered to the Agents in respect of paragraph 3 of Schedule 2 (Conditions Precedent):

(i) comprise all of the material credit documents (including any amendments to them) to which ASCI or any Subsidiary of ASCI may be party and are true, accurate and complete copies of such credit documents; and

(ii) the terms of such credit documents do not require any payment (whether in cash or kind) to be paid by any member of BST Group (both before and after the Realignment Completion Date and including Narricot (or its successor or entities)) to the financiers under or in connection with those documents;

(e) that the documents and evidence delivered to the Agents in respect of the implementation of Steps 1 to 4 in respect of paragraph 5 of Schedule 2 (Conditions Precedent) comprise all of the documents necessary to implement Steps 1 to 4 and are true, accurate and complete copies of such documents; and

(f) the group structure chart delivered to the Agents in respect of paragraph 9 of Schedule 2 (Conditions Precedent) shows each member of the BST Group after the Realignment Completion Date and is true, complete and accurate in all material respects.

3. AMENDMENT AND RESTATEMENT OF THE CREDIT AGREEMENT AND THE INTERCREDITOR DEED

The Parties agree that with effect from the Effective Date, the Credit Agreement and the Intercreditor Deed shall be amended and restated in the form of the Amended and Restated Credit Agreement and the Amended and Restated Intercreditor Deed respectively.

4. MISCELLANEOUS

4.1 The provisions of Clauses 41 (Counterparts) and 43 (Enforcement) of the Amended and Restated Credit Agreement apply to this Agreement as though they were set out in full in this Agreement except that references to the Amended and Restated Credit Agreement are to be construed as references to this Agreement.

4.2 This Agreement is a Finance Document.

4.3 Except as otherwise provided in this Agreement, the Finance Documents remain in full force and effect.

4.4 Except to the extent expressly waived in this Agreement, no waiver is given by this Agreement, and the Lenders expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents.

4.5 This Agreement only takes effect upon execution by all the Parties stated in the signature pages to this Agreement.

4.6 With effect from the date that the Majority Lenders have consented to the terms of this Agreement, the references to “14 April 2008” in paragraphs 5(a) and 6(a)(ii) of the Waiver Letter shall be replaced by “15 April 2008”.

4.7 Except in relation to the waivers granted pursuant to paragraph 2 and except in respect of paragraph 12 of the Waiver Letter, the Waiver Letter and each amendment thereof shall terminate with effect from the Effective Date.

5. GUARANTEE

On the Effective Date, each Obligor:

(a) confirms its acceptance of the Credit Agreement and the Intercreditor Deed (as amended by this Agreement);

(b) agrees that it is bound as an Obligor by the terms of the Credit Agreement and the Intercreditor Deed (as amended by this Agreement); and

(c) (if a Guarantor) confirms that its guarantee:

(i) continues in full force and effect on the terms of the Credit Agreement as amended and any Accession Letter applicable to that Guarantor; and

(ii) extends to the obligations of the Obligors under the Finance Documents (including the Credit Agreement as amended by this Agreement),

in each case, subject to any limitations set out in Clauses 23.10 (Guarantee Limitations applicable to German Guarantors), 23.11 (Guarantee Limitations applicable to U.S. Obligors), 23.12 (Guarantee Limitations applicable to Czech

Guarantors) and 23.13 (Guarantee Limitations applicable to Romanian Guarantors) of the Amended and Restated Credit Agreement or as so amended and any relevant Accession Letter applicable to that Guarantor.

6. SECURITY

6.1 Confirmation

On the Effective Date, each Obligor confirms that:

(a) any Transaction Security created by it under the Transaction Security Documents extends to the obligations of the Obligors under the Finance Documents (including the Credit Agreement and the Intercreditor Deed as amended by this Agreement) subject to any limitations set out in the Transaction Security Documents;

(b) the obligations of the Obligors arising under the Credit Agreement and the Intercreditor Deed as amended by this Agreement are included in the Secured Obligations (as defined in the Transaction Security Documents) subject to any limitations set out in the Transaction Security Documents; and

(c) the Transaction Security created under the Transaction Security Documents continues in full force and effect on the terms of the respective Transaction Security Documents.

6.2 No New Security Interest

No part of this Agreement is intended to or will create a registrable security interest.

7. BORROWER ACCESSION

For the purpose of clause 30.2(a)(i) of the Credit Agreement and with effect from the date that the other conditions of Clause 30.2 (Additional Borrowers) of the Amended and Restated Credit Agreement have been satisfied or waived, each Lender consents to the addition of ITG Automotive Safety UK Ltd, BST Safety Textiles LLC (renamed or to be renamed ITG Automotive Safety Textiles LLC) and Automotive Safety Components International, Inc. (renamed or to be renamed ITG Automotive Safety Components International, Inc.) as Borrowers under the Revolving Facility.

8. AMENDMENT FEE

Within three Business Days of all the Parties having executed this Agreement, the Parent must pay the Agents (for the account of each Lender in the proportion that all the Commitments of that Lender bears to the Total Commitments) an amendment fee of 0.25 per cent. of the Total Commitments.

9. GOVERNING LAW

This Agreement is governed by English law.

This Agreement has been duly executed as a deed and delivered on the date stated at the beginning of this Agreement.

SIGNATURES

THE PARENT
BST U.S. HOLDINGS, LLC
Signed and executed as a Deed
By:		/s/
By:		/s/
THE ORIGINAL BORROWER
BST SAFETY TEXTILES ACQUISITION GMBH
Signed and executed as a Deed
By:		/s/
By:		/s/
THE REVOLVING BORROWERS
BST SAFETY TEXTILES ACQUISITION GMBH
Signed and executed as a Deed
By:		/s/
By:		/s/
BST SAFETY TEXTILES GMBH (RENAMED OR TO BE RENAMED ITG AUTOMOTIVE SAFETY TEXTILES GMBH)
Signed and executed as a Deed
By:		/s/
By:		/s/

NARRICOT INDUSTRIES L.P.
Signed and executed as a Deed
By:		/s/
By:		/s/
THE GUARANTORS
THE PARENT
BST U.S. HOLDINGS, LLC
Signed and executed as a Deed
By:		/s/
By:		/s/
BST SAFETY TEXTILES ACQUISITION GMBH
Signed and executed as a Deed
By:		/s/
By:		/s/
BST SAFETY TEXTILES GMBH
Signed and executed as a Deed
By:		/s/
By:		/s/
BST BREITGEWEBE INTERNATIONAL GMBH
Signed and executed as a Deed
By:		/s/
By:		/s/

BST BREITGEWEBE VERWALTUNGS GMBH
Signed and executed as a Deed
By:		/s/
By:		/s/
NARRICOT INDUSTRIES MANAGEMENT CORP.
Signed and executed as a Deed
By:		/s/
By:		/s/
NARRICOT INDUSTRIES L.P.
Signed and executed as a Deed
By:		/s/
By:		/s/
BST SAFETY TEXTILES LLC
Signed and executed as a Deed
By:		/s/
By:		/s/
BST SAFETY TEXTILES SP. ZO.O
Signed and executed as a Deed
By:		/s/
By:		/s/

Lender
IKB DEUTSCHE INDUSTRIEBANK AG, LONDON BRANCH
Signed and executed as a Deed:
By:		/s/ X. XxXxxx
		Name: X. XxXxxx Title: Director
By:		/s/ X. Xxxxxx
		Name: X. Xxxxxx Title: Director
GE Corporate Finance Bank SAS
Signed and executed as a Deed:
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx Title: Authorized Signatory
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx Title: Authorized Signatory
SunTrust Bank
Signed and executed as a Deed:
By:		/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx Title: Managing Director

Landesbank Baden-Württemberg
Signed and executed as a Deed:
By:		/s/ Xxxxxxxx Xxxxxxxxx
		Name: Xxxxxxxx Xxxxxxxxx Title: Assistant Vice President
By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx Title:
The CIT Group/Business Credit, Inc.
Signed and executed as a Deed:
By:		/s/ Xxxx Xxx
		Name: Xxxx Xxx Title: Vice President
Alie Street Investments 18 Limited
Signed and executed as a Deed:
By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx Title: Director
By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx Title: Director
Alie Street Investments Limited
Signed and executed as a Deed:
By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx Title: Director
By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx Title: Director

ARES EURO CLO I B.V.
Signed and executed as a Deed:
By:		/s/ Miles Alexander
		Name: Miles Alexander Title: Director
Xxxxxxx 0000-0-XXX & Xxxxxxx 0000-0 XXX
Signed and executed as a Deed:
By:		/s/ Xxxxxxxx Xxxxxxxx
		Name: Xxxxxxxx Xxxxxxxx Title: Manager
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx Title: Manager
CIFC International
Signed and executed as a Deed:
By:		/s/ Xxxxxxxx Xxxxxxxx
		Name: Xxxxxxxx Xxxxxxxx Title: Investment Executive
Xxxxxxxx CLO Plc
Signed and executed as a Deed:
By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx Title: Receiver

Xxxxxxx Xxxx is authorized to act as an insolvency practitioner by the ICAEW

Xxx Xxxxxxx is authorized to act as an insolvency practitioner by the IPA

The Receivers act as agent for Xxxxxxxx CLO Plc and contract without personal liability

XXXXXXX XXXXX ASSET MANAGEMENT CLO, PUBLIC LIMITED COMPANY
By:		Xxxxxxx Sachs Asset Manager, L.P., as Manager
Signed and executed as a Deed:
By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxx Title: Authorized Signatory
Highlander Euro CDO II B.V.
Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx Title: Executive Vice President, Strand Advisors, Inc., General Partner of           Highland Capital Management, L.P.
Highlander Euro CDO III B.V.
Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx Title: Executive Vice President, Strand Advisors, Inc., General Partner of           Highland Capital Management, L.P.
Highlander Euro CDO IV B.V.
Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx Title: Executive Vice President, Strand Advisors, Inc., General Partner of           Highland Capital Management, X.X.

Xxxx’x Cross Asset Funding 18 Sarl
Signed and executed as a Deed:
By:		/s/
		Name: Title: Authorized Signatory
By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx Title: Authorized Signatory
Sankaty Advisors, LLC as Collateral Manager for Xxxx Point CLO, Limited, as Collateral Manager
Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxxxxxx
		Name: Xxxx X. Xxxxxxxxx Title: Chief Compliance Officer           Assistant Secretary
Xxxx Point II CLO
By:		Sankaty Advisors LLC, as Collateral Manager
Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxxxxxx
		Name: Xxxx X. Xxxxxxxxx Title: Chief Compliance Officer           Assistant Secretary

Sankaty Advisors, LLC as Collateral Manager for Race Point III CLO, Limited as Term Lender
Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxxxxxx
		Name: Xxxx X. Xxxxxxxxx Title: Chief Compliance Officer           Assistant Secretary
CYPRESSTREE CLAIF FUNDING LLC
Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx Title: Assistant Vice President
Highland Credit Strategies Fund
Signed and executed as a Deed:
By:		/s/
		Name: Title:
By:		/s/ M. Xxxxx Xxxxxxxxx
		Name: M. Xxxxx Xxxxxxxxx Title: Treasurer
Highland Distressed Opportunities, Inc.
Signed and executed as a Deed:
By:		/s/
		Name: Title:
By:		/s/ M. Xxxxx Xxxxxxxxx
		Name: M. Xxxxx Xxxxxxxxx Title: Treasurer

King’s Cross Asset Funding 12 Sarl
Signed and executed as a Deed:
By:		/s/
		Name: Title: Authorized Signatory
By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx Title: Authorized Signatory
MARATHON FINANCING I B.V.
		By: Marathon Asset Management LC Its: Portfolio Manager and Authorized Signatory
Signed and executed as a Deed:
By:		/s/ Xxxxx X. Hanover
		Name: Xxxxx X. Hanover Title: Authorized Signatory
Sandler Capital Structure Opportunities Master Fund, Ltd.
		By: Sandler Capital Management, its Investment Manager By: SERF Corp., a general partner
Signed and executed as a Deed:
By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx Title: President
HARBOUR TOWN FUNDING LLC
Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx Title: Assistant Vice President

LONG LANE MASTER TRUST IV
Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx Title: Assistant Vice President
Sankaty Advisors, LLC as Collateral Manager for Prospect Funding I, LLC as Term Lender Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxxxxxx
		Name: Xxxx X. Xxxxxxxxx Title: Chief Compliance Officer           Assistant Secretary
THE MANDATED LEAD ARRANGERS XXXXXXX XXXXX CREDIT PARTNERS L.P.
Signed and executed as a Deed:
By:		/s/
		Name: Title:
UBS SECURITIES LLC
Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx Title: Associate Director
By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx Title: Associate Director

THE PRIORITY AGENT
XXXXXXX SACHS CREDIT PARTNERS L.P. (FOR AND ON BEHALF OF THE PRIORITY LENDERS)
Signed and executed as a Deed:
By:		/s/
		Name: Title:
THE SECOND LIEN AGENT (FOR AND ON BEHALF OF THE SECOND LIEN LENDERS) UBS AG, STAMFORD BRANCH
Signed and executed as a Deed:
By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx Title: Associate Director
By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx Title: Director
THE SECURITY AGENT XXXXXXX SACHS CREDIT PARTNERS L.P.
Signed and executed as a Deed:
By:		/s/
		Name: Title: