Exhibit 10.66

                              SUBORDINATED SECURED

               SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

                            Dated as of April 7, 2000

                                  By and Among

                      SAFETY COMPONENTS INTERNATIONAL, INC.

               AUTOMOTIVE SAFETY COMPONENTS INTERNATIONAL LIMITED

                                       and

            AUTOMOTIVE SAFETY COMPONENTS INTERNATIONAL GMBH & CO. KG

                                 (as Borrowers)

  THE OTHER SUBSIDIARIES OF SAFETY COMPONENTS INTERNATIONAL, INC. NAMED HEREIN

                                 (as Guarantors)

                          KEYBANK NATIONAL ASSOCIATION

                            (as Administrative Agent)

                                       and

                                   FLEET BANK

                                       and

                          KEYBANK NATIONAL ASSOCIATION

                                  (as Lenders)

<PAGE>

     SUBORDINATED SECURED  SUPERPRIORITY  DEBTOR-IN-POSSESSION  CREDIT AGREEMENT
dated as of April 7,  2000 by and  among (1)  SAFETY  COMPONENTS  INTERNATIONAL,
INC., a Delaware corporation ("Safety Components"), AUTOMOTIVE SAFETY COMPONENTS
INTERNATIONAL  LIMITED, a company organized under the laws of the United Kingdom
("ASCL"),  and  AUTOMOTIVE  SAFETY  COMPONENTS  INTERNATIONAL  GMBH & CO.  KG, a
company organized under the laws of the Federal Republic of Germany ("GmbH"), as
borrowers (the "Borrowers"),  (2) the direct and indirect subsidiaries of Safety
Components  listed on Schedule 1 hereto, as guarantors (the  "Guarantors"),  (3)
KEYBANK NATIONAL  ASSOCIATION  ("KeyBank") and FLEET BANK ("Fleet"),  as lenders
(the "Lenders"),  and (4) KeyBank, as administrative  agent for the Lenders (the
"Administrative Agent").

                               W I T N E S S E T H

     A. The Borrowers, the Guarantors,  the Lenders and the Administrative Agent
are  parties to a Credit  Agreement  dated as of May 21, 1997 (as  amended,  the
"Prepetition  Credit  Agreement")  pursuant to which, as of the date hereof, the
Borrowers and the Guarantors are indebted to the Lenders and the  Administrative
Agent in respect of (i)  outstanding  revolving  credit  loans in the  aggregate
principal amount of $37,900,000, (ii) certain outstanding letters of credit (the
"Prepetition Letters of Credit") and (iii) certain unpaid interest,  fees, costs
and expenses (collectively, the "Prepetition Obligations").

     B. On April 7, 2000 (the "Petition Date"), a voluntary  petition for relief
under Chapter 11 of Title 11 of the United States Code, 11 U.S.C.  ss.ss. 101 et
seq. (the "Bankruptcy  Code") was filed by Safety  Components and its direct and
indirect subsidiaries listed on Schedule 2 hereto (collectively,  the "Debtors")
in the United States Bankruptcy Court for the District of Delaware (the "Court")
(the  "Chapter 11 Cases").  The Debtors are and will  continue to operate  their
respective    businesses   and   manage   their    respective    properties   as
debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

     C. Bank of America, N.A., as agent (the "Senior Agent"),  certain financial
institutions,  as lenders  (the  "Senior  Lenders"),  the  Debtors  and  certain
non-Debtor  subsidiaries  of Safety  Components,  as borrowers  (the "Senior DIP
Facility  Borrowers") or as guarantors  (the "Senior DIP Facility  Guarantors"),
propose  to  enter  into a  $30,600,000  senior  debtor-in-possession  financing
facility (the "Senior DIP Facility") pursuant to a Senior Secured Super Priority
Debtor-in-Possession  Loan and Security Agreement dated as of April 7, 2000 (the
"Senior DIP Facility Credit  Agreement") and certain other documents referred to
therein  (collectively,  the "Senior DIP  Facility  Documents").  The Senior DIP
Facility  Borrowers intend to utilize the Senior DIP Facility to (i) permanently
and indefeasibly repay $17,000,000 of the Prepetition Obligations,  (ii) replace
the Prepetition Letters of Credit, (iii) fund their working capital requirements
during the pendency of the Chapter 11 Cases,  and (iii) fund  general  corporate
purposes in the ordinary course of business.

     D. Having determined that it is in their respective best interests that the
Senior DIP Facility Borrowers obtain the financing under the Senior DIP Facility
for the purposes stated above, and it being a condition  precedent to the Senior
Agent's and the Senior  Lenders'  agreement  to provide the Senior DIP  Facility
that the Administrative Agent and the

<PAGE>


Lenders  subordinate  their claims and security  interests under the Prepetition
Credit  Documents to the claims and  security  interests of the Senior Agent and
the Senior  Lenders under the Senior DIP Facility on the terms set forth herein,
in the Senior DIP Facility  Documents and in the  Intercreditor  Agreement,  the
parties hereto have agreed to enter into this Agreement.


                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.1. Definitions. All capitalized terms used but not defined herein
will have the meanings specified on Schedule 3 hereto.


                                    ARTICLE 2
                            SUBORDINATED DIP FACILITY

     SECTION 2.1. Term Loans.  Upon the terms and subject to the  conditions of,
and in  reliance  upon the  representations  and  warranties  made  under,  this
Agreement,  each Lender  agrees,  severally but not jointly,  to make term loans
(the  "Term  Loans")  to the  Borrowers  on the  Closing  Date  in an  aggregate
principal  amount  equal  to the sum of  $20,900,000,  representing  the  unpaid
borrowings under the Prepetition  Credit  Agreement  remaining after the Closing
Date  Repayment,  plus the amount of all accrued and unpaid  interest  under the
Prepetition  Credit Agreement as of the Closing Date (the "Loan Amount").  Fifty
percent  (50%) of the Loan  Amount  will be for the  account  of Fleet and fifty
percent  (50%) will be for the account of KeyBank.  The making of the Term Loans
on  the  Closing  Date  will  be  reflected  on the  books  and  records  of the
Administrative   Agent,   the  Lenders  and  the  Borrowers  as  a  payment  and
satisfaction in full of all outstanding  Prepetition  Obligations (other than in
respect of the Prepetition  Letters of Credit) owed to the respective Lenders on
the Closing Date after giving effect to the Closing Date  Repayment.  No amounts
will actually be funded to the Borrowers in respect of the Term Loans.

     SECTION 2.2. Maturity of Term Loans. The Term Loans will be due and payable
in full on the  Termination  Date.  "Termination  Date" as used  herein  has the
meaning  assigned  to such term in the Senior  DIP  Facility  Credit  Agreement;
provided that in no event will the Termination Date be later than the date which
is 18 months after the Closing  Date,  unless the  Administrative  Agent and the
Lenders agree to extend the Termination Date pursuant to Section 11.3 hereof.

     SECTION 2.3.  Interest  Rates and Payment  Dates.  The  Borrowers  will pay
interest on the unpaid  principal amount of the Term Loans for each day from the
Closing  Date until the Term Loans are paid in full  (whether  at  maturity,  by
reason of  acceleration  or  otherwise)  at the rate of 11% per annum;  provided
that,  if there shall occur and be  continuing  an Event of Default,  the unpaid
principal  amount  of the  Term  Loans  and all  other  amounts  due  hereunder,
including accrued and unpaid interest,  will bear interest for each day from the
date of such Event of Default  until such Event of Default is cured or waived at
the rate of 13% per annum.  Interest will accrue until the Consummation Date, at
which time all accrued interest will be paid in full in cash;  provided that, if
the Consummation  Date is later than April 7, 2001,  interest  accruing from and
after April 7, 2001 will be paid monthly in arrears on the last  business day of
each  month  and all  other  accrued  and  unpaid  interest  will be paid on the
Consummation Date; and provided,


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<PAGE>


further,  that  interest  accruing at the default rate referred to above will be
payable on demand.  The interest  rates  provided  above will be computed on the
basis of a year of 360 days for the actual number of days elapsed.

     SECTION 2.4.  Term Loan Notes.  Each  Lender's Term Loans and the joint and
several  obligation  of the  Borrowers  to repay  such Term  Loans  will also be
evidenced by a term loan note (a "Term Loan Note")  payable to the order of such
Lender substantially in the form of Exhibit A hereto with appropriate insertions
as to date and principal amount.


                                    ARTICLE 3
                          PREPETITION LETTERS OF CREDIT

     SECTION  3.1.  Prepetition  Letters of Credit.  (a) The  standby  letter of
credit  (NSL791866)  in the face  amount  of  400,000  GBP  (approximately  U.S.
$638,000  as of the date  hereof)  which was issued by  KeyBank as Issuing  Bank
under the Prepetition Credit Agreement to Midland Bank plc, as beneficiary,  for
the account of ASCL (the "Surviving  Letter of Credit") will remain  outstanding
after the Closing Date as an obligation of the Obligors hereunder subject to the
Superpriority  Claim and secured by the Collateral;  provided that the Surviving
Letter of Credit will be replaced  not later than May 19, 2000 with a new letter
of credit  issued  under the Senior DIP  Facility as set forth in the Senior DIP
Facility Credit Agreement. Any amount drawn under the Surviving Letter of Credit
prior to its  replacement  will bear  interest for each day until such amount is
reimbursed  in full in cash to the  Issuing  Bank and the  Lenders at a rate per
annum equal to the default rate referred to in Section 2.3.

     (b) The three  letters of credit in the  aggregate  face amount of $234,000
(NSL892395 for $26,900,  NSL892418 for $161,400 and NSL992701 for $42,500) which
were issued by KeyBank as Issuing Bank under the Prepetition Credit Agreement to
various  beneficiaries  for the account of the Safety Components and/or Valentec
International  Corporation,  LLC (the "Non-Surviving Letters of Credit") will be
replaced  with new letters of credit issued under the Senior DIP Facility on the
Closing  Date and such  Non-Surviving  Letters  of Credit  will be  returned  to
KeyBank for cancellation  within five days after the Closing Date. If any amount
is drawn under the  Non-Surviving  Letters of Credit prior to the Closing  Date,
such amount and all interest thereon and fees, costs and expenses of the Issuing
Bank and the  Lenders  associated  with  such  draw  will be  reimbursed  by the
Obligors on the Closing Date.


                                    ARTICLE 4
                             GENERAL LOAN PROVISIONS

     SECTION 4.1. Joint and Several Liability.  (a) The Postpetition Obligations
will  constitute one joint and several  direct and general  obligation of all of
the Borrowers.  Notwithstanding  anything to the contrary contained herein, each
of the  Borrowers  will be jointly  and  severally,  with each  other  Borrower,
directly and unconditionally  liable to the Administrative Agent and the Lenders
for all Postpetition Obligations,  it being agreed that the Administrative Agent
and the Lenders are relying on the joint and several  liability of the Borrowers
in entering  into this  Agreement.  Each  Borrower  hereby  unconditionally  and
irrevocably  agrees that upon default in the payment when due (whether at stated
maturity, by


                                       3

<PAGE>


acceleration or otherwise) of any principal of, or interest on, any Term Loan or
other Postpetition Obligation, it will forthwith pay the same, without notice or
demand.

     (b) No payment or payments made by any of the Borrowers or any other person
or received or collected by the  Administrative  Agent or any Lender from any of
the  Borrowers or any other person by virtue of any action or  proceeding or any
setoff  or  appropriation  or  application  at any time or from  time to time in
reduction  of or in payment of the  Postpetition  Obligations  will be deemed to
modify,  reduce, release or otherwise affect the liability of any Borrower under
this  Agreement,  each of which  will  remain  liable  for all the  Postpetition
Obligations until the Postpetition Obligations are paid in full.

     SECTION 4.2. Postpetition  Obligations Absolute.  Each Borrower agrees that
the Postpetition  Obligations will be paid strictly in accordance with the terms
hereof, regardless of any law, regulation or order now or hereafter in effect in
any jurisdiction affecting any of such terms or the rights of the Administrative
Agent or any Lender with respect thereto.  All Postpetition  Obligations will be
conclusively  presumed to have been created in reliance hereon.  The liabilities
under this Agreement will be absolute and unconditional irrespective of: (a) any
lack of validity or  enforceability  of this Agreement or the Term Loan Notes or
any other agreement or instrument relating thereto;  (b) any change in the time,
manner or place of  payment  of, or in any other term of, all or any part of the
Postpetition  Obligations,  or any  other  amendment  or waiver  thereof  or any
consent to  departure  therefrom,  including  any  increase in the  Postpetition
Obligations resulting from the extension of additional credit to any Borrower or
other Obligor or otherwise; (c) any taking, exchange,  release or non-perfection
of any  Collateral,  or any  release  or  amendment  or waiver of or  consent to
departure from any guaranty for all or any of the Postpetition Obligations;  (d)
any change, restructuring or termination of the corporate structure or existence
of any  Borrower or other  Obligor;  or (e) any other  circumstance  which might
otherwise  constitute a defense available to, or a discharge of, any Borrower or
a Guarantor.  This Agreement will continue to be effective or be reinstated,  as
the  case  may  be,  if at any  time  any  payment  of  any of the  Postpetition
Obligations  is  rescinded or must  otherwise be returned by the  Administrative
Agent or any Lender upon the  insolvency,  bankruptcy or  reorganization  of any
Borrower or other Obligor or otherwise,  all as though such payment had not been
made.

     SECTION 4.3. Waiver of Suretyship  Defenses.  Each Borrower agrees that the
joint and several  liability of the  Borrowers  provided for in Section 4.1 will
not be  impaired  or  affected by any  modification,  supplement,  extension  or
amendment  of any  contract  or  agreement  to which  the  other  Borrowers  may
hereafter agree (other than an agreement signed by the Administrative  Agent and
the Lenders specifically releasing such liability),  nor by any delay, extension
of time,  renewal,  compromise or other indulgence granted by the Administrative
Agent or any Lender with respect to any of the Postpetition Obligations,  nor by
any other  agreements or arrangements  whatever with the other Borrowers or with
anyone else, each Borrower  hereby waiving all notice of such delay,  extension,
release,  substitution,  renewal,  compromise  or other  indulgence,  and hereby
consenting to be bound thereby as fully and  effectually  as if it had expressly
agreed  thereto  in  advance.  The  liability  of each  Borrower  is direct  and
unconditional  as to all of the  Postpetition  Obligations,  and may be enforced
without requiring the Administrative  Agent or any Lender first to resort to any
other  right,  remedy  or  security.   Each  Borrower  hereby  expressly  waives
promptness, diligence, notice of acceptance and any other


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<PAGE>


notice (except to the extent expressly  provided for herein) with respect to any
of the Postpetition  Obligations,  the Term Loan Notes or this Agreement and any
requirement that the Administrative Agent or any Lender protect, secure, perfect
or insure any Lien or any property  subject thereto or exhaust any right or take
any action against any Borrower or any other person or any Collateral.

     SECTION  4.4.  Superpriority  Nature  of  Postpetition   Obligations.   The
Postpetition Obligations will constitute  administrative expenses of the Debtors
in the Chapter 11 Cases having the highest  available  priority  under  Sections
364(c) and (d) and 507(b) of the Bankruptcy  Code,  with priority over all other
costs and  expenses  of the kind  specified  in, or  ordered  pursuant  to,  any
provision  of the  Bankruptcy  Code (the  "Superpriority  Claim"),  subject  and
subordinate only to the superpriority claim of the Senior Lenders under Sections
364(c) and (d) of the Bankruptcy Code. Except for the superpriority claim of the
Senior Lenders, the superpriority claims, if any, permitted under the Senior DIP
Facility  Credit  Agreement  and the  Carve-Out,  no other  claim  of any  other
creditor will be senior, or equal in priority, to the Postpetition Obligations.


                                    ARTICLE 5
                              CONDITIONS PRECEDENT

     SECTION 5.1. Conditions Precedent.  This Agreement will become effective on
the  date,  which  must be not  later  than May 15,  2000,  on which  all of the
following conditions are satisfied (the "Closing Date"):

          (a) The execution  and delivery by the Obligors to the  Administrative
     Agent and the Lenders of this Agreement;

          (b) The execution and delivery by the Borrowers to each Lender of such
     Lender's Term Loan Note;

          (c) (i) The  execution  and delivery by the Senior  Agent,  the Senior
     Lenders,  the Senior DIP  Facility  Borrowers  and the Senior DIP  Facility
     Guarantors  of the Senior DIP  Facility  Documents,  provided  that (x) any
     modifications  to such  documents  made  after the date  hereof,  including
     without  limitation,  any  modifications to the schedules to the Senior DIP
     Facility  Credit  Agreement  and (y) any order  approving  the  Senior  DIP
     Facility  (if  different  from the Final  Order  referred to below) must be
     reasonably  satisfactory to the Administrative Agent and the Lenders in all
     material respects; and (ii) the satisfaction of all conditions precedent to
     the initial borrowings under the Senior DIP Facility;

          (d) (i) The  entry  of an  order of the  Court  after a final  hearing
     pursuant to Federal  Bankruptcy  Rule 4001(c)(2) on a motion by the Debtors
     approving  the  Subordinated  DIP  Facility,   which  order  (x)  shall  be
     satisfactory to the  Administrative  Agent, the Lenders and the Obligors in
     all respects,  (y) shall not have been appealed from prior to the date that
     is ten (10) days after the date the order was  entered on the docket of the
     Court (the "Appeal Period"), and (z) shall not have been modified, amended,
     reversed,  stayed,  vacated or rescinded  (the "Final  Order") and (ii) the
     Appeal  Period shall have expired and not have been tolled by the filing of
     any motion for rehearing, reconsideration or reargument;


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<PAGE>


          (e) All "first day orders"  entered at the time of commencement of the
     Chapter 11 Cases shall be reasonably  satisfactory in form and substance to
     the Administrative Agent and each Lender;

          (f) The Required  Noteholder  Representatives  shall have executed and
     delivered the Restructuring Agreement;

          (g) No  Consenting  Holders  Termination  Event or  Safety  Components
     Termination Event shall have occurred;

          (h)  The  Obligors  shall  have  (i)   transferred  or  caused  to  be
     transferred  to the Lenders cash in the amount of  $17,000,000  in order to
     effect the Closing Date Repayment and (ii) paid to the Administrative Agent
     and each  Lender all fees and  expenses  payable by the  Obligors  pursuant
     hereto  (including  without  limitation,  all amounts  described in Section
     11.6) and pursuant to the Prepetition  Credit  Agreement which have accrued
     up to the Petition Date;

          (i) The Non-Surviving  Letters of Credit shall have been replaced with
     new letters of credit  issued  under the Senior DIP  Facility  prior to any
     draw thereunder or, if any amount is drawn under the Non-Surviving  Letters
     of Credit prior to the Closing Date,  such amount and all interest  thereon
     and fees,  costs and  expenses  of the Issuing  Bank and the other  Lenders
     associated with such draw shall have been reimbursed by the Obligors;

          (j) No draw shall have been made under the Surviving  Letter of Credit
     or, if such a draw has been made,  the  amount  thereof  together  with all
     fees, costs and expenses associated therewith shall have been reimbursed to
     the Issuing Bank and the Lenders in cash; and

          (k) No event shall have  occurred and no  condition  shall exist that,
     with the giving of notice or the passage of time or both,  would constitute
     an Event of Default.


                                    ARTICLE 6
                         REPRESENTATIONS AND WARRANTIES

     SECTION  6.1.  Representations  and  Warranties.  The  representations  and
warranties set forth in Article 6 of the Senior DIP Facility  Credit  Agreement,
including  all  schedules  referred  to  therein,  are  hereby  incorporated  by
reference in this Agreement for the benefit of the Administrative  Agent and the
Lenders with the same force and effect as if set forth herein in full.


                                   ARTICLE 7
                                SECURITY INTEREST

     SECTION 7.1. Security Interest.  (a) To secure the payment,  observance and
performance of the  Postpetition  Obligations,  each Obligor hereby restates and
confirms the mortgages,  pledges,  assignments  and grants of Liens and security
interests  made by such  Obligor  in favor of the  Administrative  Agent and the
Lenders  pursuant to the  Security  Documents  and agrees  that such  mortgages,
pledges,  assignments,  Liens and security interests will constitute  continuing
security interests in and Liens on the Collateral, including without limitation,
all Collateral acquired by the Obligors after the Petition Date, in favor of the
Administrative Agent


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<PAGE>


for the  ratable  benefit  of the  Lenders,  as  security  for the  Postpetition
Obligations.  Pursuant to Sections  364(c) and (d) of the Bankruptcy  Code, such
Liens and security  interests will constitute  valid,  perfected and enforceable
security  interests in and Liens on the Collateral  and all proceeds,  products,
substitutions and replacements thereof,  subject, however, to the first priority
security interests of the Senior Lenders under the Senior DIP Facility Documents
and other Permitted Liens;  provided,  however, that the Administrative  Agent's
and the Lenders'  security  interests in certain assets of GmbH granted pursuant
to the Security  Documents will continue to constitute  first priority  security
interests securing the Postpetition Obligations. Notwithstanding anything to the
contrary herein, the Collateral will not include any avoidance actions available
to the  bankruptcy  estates of the Debtors  pursuant to sections  542, 544, 545,
547,  548, 549, 550,  551,  553(b) and/or 724(a) of the  Bankruptcy  Code or the
proceeds thereof.

     (b) The  security  interests  in and Liens on the  Collateral  securing the
Postpetition  Obligations will be senior in rank and priority to all other Liens
on and  security  interests  in the  Collateral,  subject  only to (a) any other
valid, perfected and enforceable security interests and Liens (i) existing as of
the Petition Date that are nonavoidable  under the Bankruptcy Code or applicable
nonbankruptcy  law and not otherwise subject to Section 552(a) of the Bankruptcy
Code,  (ii) existing as of the Closing Date in favor of the Senior  Lenders,  or
(iii) arising after the Petition  Date that are  expressly  permitted  under the
Senior DIP Facility  Documents,  and (b) the  Carve-Out.  The Liens and security
interests  securing the Postpetition  Obligations will at all times be senior to
the   rights  of  the   Debtors   and  any   successor   trustee(s)   or  estate
representative(s)  in any case or proceeding  under the Bankruptcy  Code and any
Lien or  security  interest  in the  Collateral  that is  avoided  or  otherwise
preserved for the benefit of the Debtors'  estates will be  subordinate  to such
Liens and security  interests.  Subject to Section  11.1(c)  below,  no Liens or
security interests in the Collateral securing the Postpetition Obligations,  and
no claim of the  Administrative  Agent or any Lender hereunder in respect of the
Postpetition Obligations,  will be subject to subordination to any other Lien or
security interest or claim or to surcharge,  whether under Section 506 or 510 of
the Bankruptcy Code or otherwise provided that the claims and security interests
of the  Administrative  Agent  and  the  Lenders  hereunder  in  respect  of the
Postpetition  Obligations  will  be  subordinated  to the  claims  and  security
interests of the Senior Lenders as provided  herein,  in the Senior DIP Facility
Documents and in the Intercreditor Agreement.

     (c) The  Liens  and  security  interests  in the  Collateral  securing  the
Postpetition  Obligations  and  the  Superpriority  Claim  will,  following  the
occurrence and during the continuation of an Event of Default, be subject to (a)
unpaid  professional  fees and  disbursements  allowed by order of the Court and
incurred by the Debtors, any official committee of unsecured creditors appointed
in the Chapter 11 Cases,  and any  disbursements of any member of such committee
and any Chapter 7 trustee  appointed for the Debtors in an aggregate  amount not
to exceed $500,000  (determined without regard to fees and expenses which may be
awarded and paid on an interim  basis or any  prepetition  retainer  paid to the
Debtors'  counsel in connection  with or related to the Chapter 11 Cases) at any
time,  and (b) fees payable to the United States  Trustee  pursuant to 28 U.S.C.
ss. 1930(a)(6) and any fees payable to the clerk of the Court (the "Carve-Out").
The Carve-Out will exclude any fees and expenses incurred in connection with the
investigation  or  prosecution  of any  claims or causes of action  against  the
Administrative  Agent or any Lender or in  connection  with any challenge to the
validity, enforceability,


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<PAGE>


allowance, perfection or priority of the claims and/or security interests of any
of them, whether existing prior to or after the Petition Date.

     (d) Each Obligor will, at its sole cost and expense,  take all actions that
may be necessary or desirable,  or that the Administrative  Agent may reasonably
request, so as at all times to maintain the validity, perfection, enforceability
and  priority  of the  Liens on and  security  interests  in the  Collateral  in
conformity  with  the   requirements  of  this  Article  7,  or  to  enable  the
Administrative  Agent and the  Lenders  to  exercise  or  enforce  their  rights
hereunder and under the Security  Documents,  including executing and delivering
financing  statements,  pledges,  designations,   hypothecations,   notices  and
assignments   in  each  case  in  form  and   substance   satisfactory   to  the
Administrative Agent relating to the creation, validity, perfection, maintenance
or  continuation  of  such  Liens  and  security  interests  under  the  Uniform
Commercial Code or other applicable law.


                                    ARTICLE 8
                                    COVENANTS

     SECTION 8.1. Affirmative Covenants.  The affirmative covenants set forth in
Article 9 of the Senior DIP Facility Credit Agreement are hereby incorporated by
reference in this Agreement for the benefit of the Administrative  Agent and the
Lenders  with the same  force  and  effect as if set  forth  herein in full.  In
addition, the Debtors agree to file a Plan of Reorganization consistent with the
terms hereof, including treatment of the Lenders' claims as set forth herein.

     SECTION 8.2. Information.  The reporting  requirements set forth in Article
10 of the Senior DIP  Facility  Credit  Agreement  are  hereby  incorporated  by
reference in this Agreement for the benefit of the Administrative  Agent and the
Lenders  with the same  force and  effect as if set  forth  herein in full.  The
Obligors  will furnish to the  Administrative  Agent and each Lender,  not later
than the date such item is required to be  delivered to the Senior Agent and the
Senior Lenders under the Senior DIP Facility  Credit  Agreement,  each financial
statement,  certificate,  report, document and notice described in Article 10 of
the Senior DIP Facility Credit Agreement.

     SECTION 8.3.  Negative  Covenants.  The  financial  covenants  and negative
covenants  set forth in Article 11 of the Senior DIP Facility  Credit  Agreement
are hereby  incorporated  by reference in this  Agreement for the benefit of the
Administrative  Agent and the  Lenders  with the same force and effect as if set
forth herein in full.


                                    ARTICLE 9
                                EVENTS OF DEFAULT

     SECTION  9.1.  Events of  Default.  The  "Events of  Default"  under and as
defined in the Senior DIP Facility Credit  Agreement are hereby  incorporated by
reference in this Agreement for the benefit of the Administrative  Agent and the
Lenders and will  constitute  Events of Default  hereunder  unless waived by the
Senior Lenders or cured in accordance  with the terms of the Senior DIP Facility
Credit Agreement; provided that no such waiver will be effective for purposes of
limiting  the  Lenders'  rights to  receive  interest  on the Term  Loans at the


                                       8

<PAGE>


default rate as provided in Section 2.3. In addition,  the following events will
constitute Events of Default under this Agreement:

          (a) Failure by the Obligors to pay any principal of or interest on the
     Term Loans when due; or

          (b) (i) Unless all the Lenders and the Administrative  Agent otherwise
     agree, the Court shall enter an order granting another  superpriority claim
     (other  than  the  Superpriority  Claim of the  Senior  Lenders  and  other
     superpriority  claims,  if any,  permitted  under the Senior  DIP  Facility
     Credit  Agreement)  pari  passu  with  or  senior  to that  granted  to the
     Administrative  Agent and the Lenders  pursuant to this  Agreement  and the
     Final  Order or (ii) the Final  Order  shall have been  modified,  amended,
     reversed, stayed, vacated or rescinded; or

          (c) The Surviving  Letter of Credit shall be drawn in whole or in part
     prior to its  replacement by a new letter of credit issued under the Senior
     DIP Facility and the amount of such draw is not  reimbursed  to the Issuing
     Bank and/or the Lenders in cash within five calendar days; or

          (d) Any Obligor or any  Consenting  Holder  shall file any pleading or
     otherwise  take any  action  seeking  or  consenting  to the  invalidation,
     reduction,  subordination or other impairment of, or otherwise challenging,
     the claims of the Administrative Agent or the Lenders under the Prepetition
     Credit Agreement or of the  Administrative  Agent or the Lenders under this
     Agreement  or the Liens  and  security  interests  granted  to  secure  the
     Prepetition  Obligations  or the  Postpetition  Obligations,  or seeking to
     subject such security  interest to assessment  under Section  506(c) of the
     Bankruptcy Code; or

          (e) A  Consenting  Holders  Termination  Event or a Safety  Components
     Termination  Event shall have  occurred  and not been waived in  accordance
     with the terms of the Restructuring Agreement.

     SECTION 9.2.  Remedies.  Upon the occurrence and during the  continuance of
any Event of Default,  the Administrative Agent may, and at the direction of the
Lenders shall, take any or all of the following actions without further order of
or application to the Court:

          (a) declare the principal of and accrued interest on the Term Loans to
     be immediately due and payable; and

          (b) take any  other  action  or  exercise  any  other  right or remedy
     provided for under the Security  Documents  or  otherwise  permitted  under
     applicable law,  subject,  however,  to compliance  with the  Intercreditor
     Agreement and the  provision of five (5) days' prior written  notice to the
     Debtors and any official committee of creditors appointed in the Chapter 11
     Cases  pursuant  to  Section  1102 of the  Bankruptcy  Code  (a  "Creditors
     Committee").


                                       9

<PAGE>


                                   ARTICLE 10
                                    GUARANTEE

     SECTION 10.1.  Guarantee.  (a) The Guarantors  hereby jointly and severally
guarantee to the Administrative Agent and the Lenders the prompt payment in full
when due (whether at stated maturity,  by acceleration or otherwise) of the Term
Loans and all of the other  Postpetition  Obligations  hereunder,  including any
interest,  fees and expenses  accrued or incurred after the filing by or against
any Obligor of any petition seeking relief in bankruptcy or under any act or law
pertaining to insolvency or debtor relief,  regardless of whether such interest,
fees and  expenses  are  allowable  in any such  proceeding  (collectively,  the
"Guaranteed Obligations"), in each case strictly in accordance with the terms of
this Agreement and the Term Loan Notes.  The Guarantors  hereby further  jointly
and  severally  agree  that if any  Borrower  shall fail to pay in full when due
(whether at stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations,  the Guarantors  will promptly pay the same,  without any demand or
notice  whatsoever,  and that in the case of any extension of time of payment or
renewal of any of the Guaranteed Obligations,  the same will be promptly paid in
full when due (whether at extended  maturity,  by  acceleration or otherwise) in
accordance with the terms of such extension or renewal.

     (b)  The   obligations  of  the  Guarantors   hereunder  are  absolute  and
unconditional,  joint  and  several,  irrespective  of the  value,  genuineness,
validity, regularity or enforceability of the obligations of the Borrowers under
this Agreement or the Term Loan Notes or any  substitution,  release or exchange
of any other  guarantee  of or security for any of the  Guaranteed  Obligations,
and, to the fullest  extent  permitted by applicable  law,  irrespective  of any
other  circumstance  whatsoever  that  might  otherwise  constitute  a legal  or
equitable  discharge  of defense of a surety or  guarantor,  it being the intent
hereof that the  obligations  of the  Guarantors  hereunder will be absolute and
unconditional, and joint and several, under all circumstances.  Without limiting
the generality of the foregoing,  it is agreed that each Guarantor's obligations
hereunder will be absolute and  unconditional  irrespective  of: (i) any lack of
validity or enforceability of any of the Borrowers'  obligations hereunder or of
any  agreement  or  instrument  relating  thereto;  (ii) any change in the time,
manner or place of  payment  of, or in any other term of, all or any part of the
Guaranteed Obligations,  or any other amendment or waiver thereof or any consent
to departure  therefrom,  including any increase in the  Guaranteed  Obligations
resulting from the extension of additional  credit to any Borrower or otherwise;
(iii) any taking, exchange,  release or non-perfection of any Collateral, or any
release or amendment or waiver of or consent to departure  from any guaranty for
all or any of the  Guaranteed  Obligations;  (iv) any change,  restructuring  or
termination of the corporate  structure or existence of any Obligor;  or (v) any
other circumstance which might otherwise constitute a defense available to, or a
discharge of, any Guarantor.

     (c) Each  Guarantor  agrees  that the joint and  several  liability  of the
Guarantors provided for in this Section 10.1 will not be impaired or affected by
any  modification,  supplement,  extension  or  amendment  or  any  contract  or
agreement  to which  the other  Obligors  may  hereafter  agree  (other  than an
agreement  signed  by the  Administrative  Agent  and the  Lenders  specifically
releasing  such  liability),  nor by any  delay,  extension  of  time,  renewal,
compromise or other indulgence granted by the Administrative Agent or any Lender
with respect to any of the Guaranteed  Obligations,  nor by any other agreements
or arrangements whether with


                                       10

<PAGE>


the other Obligors or with anyone else, each Guarantor hereby waiving all notice
of such delay, extension,  release,  substitution,  renewal, compromise or other
indulgence,  and hereby  consenting to be bound thereby as fully and effectually
as if it had  expressly  agreed  thereto  in  advance.  The  liability  of  each
Guarantor is direct and  unconditional as to all of the Guaranteed  Obligations,
and may be enforced  without  requiring the  Administrative  Agent or any Lender
first to resort to any other right,  remedy or security.  Each Guarantor  hereby
expressly  waives  promptness,  diligence,  notice of  acceptance  and any other
notice (except to the extent expressly  provided for herein) with respect to any
of the Guaranteed  Obligations or this  Agreement and any  requirement  that the
Administrative Agent or any Lender protect,  secure,  perfect or insure any Lien
or any property  subject thereto or exhaust any right or take any action against
any Borrower or any other Person or any Collateral.

     (d) The  obligations  of the  Guarantors  hereunder  will be  automatically
reinstated  if and to the extent that for any reason any payment by or on behalf
of any Obligor in respect of any of the  Guaranteed  Obligations is rescinded or
must be otherwise  restored by any holder of any of the Guaranteed  Obligations,
whether  as a result of any  proceedings  in  bankruptcy  or  reorganization  or
otherwise,  and the  Guarantors  jointly  and  severally  agree  that  they will
indemnify the Administrative  Agent and each Lender on demand for all reasonable
costs and  expenses  (including  fees of counsel as  provided  in Section  11.6)
incurred by the  Administrative  Agent and the Lenders in  connection  with such
recission or  restoration,  including  any such costs and  expenses  incurred in
defending against any claim alleging that such payment constituted a preference,
fraudulent  transfer or similar  payment  under any  bankruptcy,  insolvency  or
similar law.

     (e) The  Guarantors  jointly  and  severally  agree  that,  as between  the
Guarantors  and  the  Administrative  Agent  and  the  Lenders,  the  Guaranteed
Obligations  may be declared to be forthwith due and payable as provided  herein
(and  shall be  deemed  to have  become  automatically  due and  payable  in the
circumstances  provided herein) for purposes hereof,  notwithstanding  any stay,
injunction or other prohibition  preventing such declaration (or such Guaranteed
Obligations from becoming automatically due and payable) as against any Borrower
and  that,  in the  event of such  declaration  (whether  or not the  Guaranteed
Obligations  are  then  due  and  payable  by  any  Borrower),   the  Guaranteed
Obligations will forthwith become due and payable by the Guarantors for purposes
hereof.

     (f) The guaranty set forth herein is a continuing guaranty,  and will apply
to all Guaranteed Obligations, whenever and howsoever arising.


                                   ARTICLE 11
                                  MISCELLANEOUS

     SECTION 11.1. Obligor Acknowledgment; Release.

     (a) The Obligors hereby represent, warrant, acknowledge, covenant and agree
for all  purposes  hereof  that (i) as of the  Petition  Date,  the  Prepetition
Obligations  totalled  not  less  than  $38,867,766,  including  all  principal,
interest,  letter of credit fees, other fees, costs,  expenses and other charges
and contingent  reimbursement  obligations in respect of the Prepetition Letters
of Credit,  but excluding certain  professional fees (such amount being referred
to herein as the


                                       11

<PAGE>


"Claim Amount"),  (ii) the claims  comprising the Claim Amount  constitute valid
and enforceable allowed claims under the Bankruptcy Code free of defense, offset
or  counterclaim,  (iii) the  mortgages,  Liens and  security  interests  in the
Collateral granted in favor of the Administrative  Agent for the ratable benefit
of the Lenders  pursuant to the Security  Documents  are valid and  enforceable,
duly perfected first priority  mortgages,  Liens and security  interests and are
not  subject to any prior  Lien,  defense,  offset or  counterclaim,  other than
Permitted Liens (as defined in the Prepetition Credit Agreement) existing on the
Petition  Date,  (iv) the  value of the  Collateral  is not less  than the Claim
Amount and (v) each Obligor  waives any claim under ss. 506(c) of the Bankruptcy
Code with respect to the Collateral or the Lenders' interests therein.

     (b) In consideration of the agreements of the Administrative  Agent and the
Lenders provided herein, each Obligor, with the intent of binding itself and its
representatives,  agents, directors, officers, employees, affiliates, attorneys,
principals, estate, successors and assigns, hereby releases, remises and forever
discharges  the  Administrative  Agent  and each  Lender  and  their  respective
representatives,  agents, affiliates, attorneys, principals, estates, successors
and assigns, from any and all claims,  liabilities,  actions,  causes of action,
judgments or suits which may now or in the future be alleged or asserted by such
Obligor  against  the  Administrative  Agent or any  Lender  in  respect  of the
Prepetition Credit Documents, including the financial accommodations extended by
the Lenders (including KeyBank as Issuing Bank) thereunder, all payments made to
the  Lenders  thereunder  (whether  prior to or after the  Petition  Date),  the
claims, Liens and security interests granted to the Administrative Agent and the
Lenders  thereunder  and all  other  transactions  entered  into  in  connection
therewith (collectively, the "Released Claims").

     (c)  Notwithstanding   anything  to  the  contrary  contained  herein,  any
Creditors Committee and any other Person with the requisite standing (other than
the Debtors and the  Consenting  Holders)  shall have 45 calendar  days from the
date of appointment of a Creditors  Committee to file and serve any complaint or
other pleading asserting any Released Claim, except that such Persons shall have
no recourse to the Closing Date Repayment or the  Prepetition  Letters of Credit
or any  replacements  thereof,  their  only  recourse  being to the  Term  Loans
extended hereunder.  If no such complaint or other pleading is timely filed, the
full release  provided in  paragraph  (b) above will become final and binding on
all Persons.

     SECTION 11.2. Effect on Plan of Reorganization.  None of the rights granted
to the  Administrative  Agent or the Lenders  pursuant hereto or pursuant to the
Final  Order  or any  order  entered  by the  Court  approving  the  use of cash
collateral  will be  modified,  altered  or  impaired  in any way by any Plan of
Reorganization,  confirmation  order or  otherwise  without  the  prior  written
consent of the Administrative Agent and each Lender.

     SECTION 11.3. Exit Facility.  In connection with the consummation of a Plan
of  Reorganization  for the Debtors,  and subject to the satisfaction of each of
the conditions set forth on Schedule 4 hereto, the Administrative Agent and each
Lender will agree to extend the Termination  Date with respect to the Term Loans
on the terms set forth on Schedule 5 hereto.

     SECTION 11.4.  Governing Law; Submission to Jurisdiction;  Venue; Waiver of
Jury  Trial.  THIS  AGREEMENT  AND  THE  TERM  LOAN  NOTES  AND THE  RIGHTS  AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER WILL


                                       12

<PAGE>


BE CONSTRUED IN ACCORDANCE  WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK. THE OBLIGORS,  THE ADMINISTRATIVE  AGENT AND THE LENDERS HEREBY KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF
ANY KIND OR  NATURE  IN ANY  COURT IN WHICH AN  ACTION  MAY BE  COMMENCED  BY OR
AGAINST THE OBLIGORS (OR ANY OF THEM), THE  ADMINISTRATIVE  AGENT OR THE LENDERS
ARISING  OUT OF THIS  AGREEMENT,  THE TERM LOAN  NOTES,  THE  COLLATERAL  OR ANY
ASSIGNMENT THEREOF OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN
THE OBLIGORS (OR ANY OF THEM) AND THE ADMINISTRATIVE  AGENT OR ANY LENDER OF ANY
KIND OR NATURE. THE OBLIGORS,  THE  ADMINISTRATIVE  AGENT AND THE LENDERS HEREBY
AGREE THAT THE FEDERAL  COURT OF  DISTRICT OF DELAWARE  OR, AT THE OPTION OF THE
ADMINISTRATIVE  AGENT OR ANY LENDER, ANY COURT IN WHICH THE ADMINISTRATIVE AGENT
OR SUCH LENDER  SHALL  INITIATE  LEGAL OR  EQUITABLE  PROCEEDINGS  AND WHICH HAS
SUBJECT  MATTER  JURISDICTION  OVER  THE  MATTER  IN  CONTROVERSY,   SHALL  HAVE
NONEXCLUSIVE  JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES  BETWEEN
THE  OBLIGORS  (OR ANY OF THEM)  AND THE  ADMINISTRATIVE  AGENT OR SUCH  LENDER,
PERTAINING  DIRECTLY OR INDIRECTLY TO THIS AGREEMENT,  THE TERM LOAN NOTES OR TO
ANY MATTER ARISING  THEREFROM.  EACH OBLIGOR  EXPRESSLY  SUBMITS AND CONSENTS IN
ADVANCE TO SUCH  JURISDICTION  IN ANY  ACTION OR  PROCEEDING  COMMENCED  IN SUCH
COURTS,  HEREBY WAIVING PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT,  OR OTHER
PROCESS OR PAPERS  ISSUED  THEREIN AND AGREEING THAT SERVICE OF SUCH SUMMONS AND
COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED  TO THE  OBLIGORS  AT THE ADDRESS OF SAFETY  COMPONTENTS  SET FORTH IN
SECTION 11.7. THE  NONEXCLUSIVE  CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL
NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM
OR THE  TAKING  OF ANY  ACTION  UNDER  THIS  AGREEMENT  TO  ENFORCE  SAME IN ANY
APPROPRIATE JURISDICTION.

     SECTION 11.5. Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall together  constitute  one and the same  agreement.  A set of  counterparts
executed by all the parties  hereto  shall be lodged with the Safety  Components
and the Administrative Agent.

     SECTION 11.6.  Payment of Expenses etc. The Obligors  agree to: (a) whether
or not the transactions herein contemplated are consummated,  pay all reasonable
out-of-pocket costs and expenses of the Administrative  Agent in connection with
(i) the Chapter 11 Cases and (ii) the  negotiation,  preparation,  execution and
delivery of this Agreement and the documents and instruments  referred to herein
and any  amendment,  waiver or  consent  relating  thereto  (including,  without
limitation,  the reasonable fees and disbursements of Jones, Day, Reavis & Pogue
and Young  Conaway  Stargatt & Taylor,  special  counsels to the  Administrative
Agent and


                                       13

<PAGE>


the Lenders, and of Conway MacKenzie & Dunleavy,  advisors to Jones, Day, Reavis
& Pogue,  as counsel to the  Administrative  Agent and the Lenders),  and of the
Administrative  Agent in connection  with the  enforcement of this Agreement and
the documents and instruments referred to herein (including, without limitation,
the reasonable fees and disbursements of counsel for the Administrative  Agent);
(b)  pay  on  demand  all  reasonable   costs  and  expenses   incurred  by  the
Administrative  Agent  and for  each of the  Lenders,  including  the  fees  and
disbursements of counsel,  experts and other  consultants to the  Administrative
Agent and each of the Lenders,  in  connection  with any actions taken after the
occurrence  of an  Event  of  Default  to  obtain  payment  of the  Postpetition
Obligations,  enforce the Liens and  security  interests  of the  Administrative
Agent and the  Lenders,  sell or  otherwise  realize  upon the  Collateral,  and
otherwise  enforce the provisions  hereof and of the Security  Documents,  or to
prosecute or defend any claim in any way arising out of, related to or connected
with, this Agreement or any of the Security Documents (except to the extent such
may be  prohibited  by the  terms  of the  Final  Order);  (c) pay and  hold the
Administrative  Agent and each of the Lenders  harmless from and against any and
all  present  and  future  stamp and other  similar  taxes  with  respect to the
foregoing  matters  and save the  Administrative  Agent and each of the  Lenders
harmless from and against any and all  liabilities  with respect to or resulting
from any  delay or  omission  (other  than to the  extent  attributable  to such
Lender) to pay such taxes; and (d) indemnify the  Administrative  Agent and each
Lender,  its  officers,   directors,   employees,   representatives  and  agents
(collectively,  the  "Indemnitees")  from and hold each of them harmless against
any and all losses, liabilities, claims, damages or expenses reasonably incurred
by any of them as a result of, or arising  out of, or in any way  related to, or
by reason of (i) any investigation,  litigation or other proceeding  (whether or
not  any  Lender  is a  party  thereto)  related  to the  entering  into  and/or
performance  of this  Agreement  or the use of the proceeds of the Term Loans or
the consummation of any transactions contemplated in this Agreement,  other than
any such  investigation,  litigation or proceeding  arising out of  transactions
solely  between any of the  Lenders or the  Administrative  Agent,  transactions
solely  involving  the  assignment  by a Lender of all or a portion  of its Term
Loans, or the granting of participations therein, as provided in this Agreement,
or arising solely out of any examination of a Lender by any regulatory authority
having jurisdiction over it, or relating to the assertion of a Released Claim to
the extent permitted under Section 11.1(c),  or (ii) any Environmental  Claim in
respect  of any real  property  owned,  leased  or at any time  operated  by any
Obligor,  including,  in each case, without limitation,  the reasonable fees and
disbursements  of counsel  incurred in connection  with any such  investigation,
litigation or other  proceeding  (but  excluding  any such losses,  liabilities,
claims,  damages  or  expenses  to the  extent  incurred  by reason of the gross
negligence or willful misconduct of the person to be indemnified or of any other
Indemnitee  who is such person or an  affiliate of such  person).  To the extent
that the undertaking to indemnify,  pay or hold harmless any person set forth in
the preceding  sentence may be unenforceable  because it is violative of any law
or public policy, the Obligors will make the maximum contribution to the payment
and  satisfaction  of each of the indemnified  liabilities  which is permissible
under applicable law. All costs and expenses payable by the Obligors pursuant to
this Section 11.6 will be paid on a monthly basis,  subject to compliance by the
Administrative Agent and the Lenders with any notice procedures set forth in any
administrative order entered by the Court.

     SECTION 11.7.  Notices.  Except as otherwise expressly provided herein, all
notices  and other  communications  provided  for  hereunder  will be in writing
(including  telegraphic,  telex,  facsimile transmission or cable communication)
and mailed, telegraphed,


                                       14

<PAGE>


telexed, transmitted, cabled or delivered, (a) if to any Obligor to such Obligor
at Safety  Components  International,  Inc.,  Corporate Center, 40 Emery Street,
Greenville,  South Carolina  29605,  attention:  Brian P. Menezes,  Telefax no.:
(864)  240-2726,  with a copy to  Milbank,  Tweed,  Hadley & McCloy LLP, 1 Chase
Manhattan Plaza, New York, New York 10005-1413, attention: Luc A. Despins, Esq.,
Telefax no.: (212) 530-5219;  (b) if to the  Administrative  Agent or KeyBank at
KeyBank National  Association,  66 S. Pearl Street, 5th Floor,  Albany, New York
12207,  attention:  Leslie A. Jones, Telefax no.: (518) 487-4247, with a copy to
Jones,  Day,  Reavis & Pogue,  599 Lexington  Avenue,  New York, New York 10022,
attention:  Cindy Tzerman and Michael R. Bassett,  Telefax no.: (212)  755-7306;
(c) if to Fleet, at Fleet Bank, 777 Main Street, CTMOH21, Hartford,  Connecticut
06115,  attention:  Scott A.  Lessne  and Andrew  Maidman,  Telefax  no.:  (860)
986-5076;  or (d) at such other address as shall be designated by any party in a
written notice to the other parties hereto.  All such notices and communications
shall  be  mailed,  telegraphed,  telexed,  telecopied,  or  cabled  or  sent by
overnight courier, and shall be effective when received.

     SECTION  11.8.  Agency.  The  provisions  set  forth in  Section  11 of the
Prepetition  Credit  Agreement  are hereby  incorporated  by  reference  in this
Agreement for the benefit of the  Administrative  Agent and the Lenders with the
same effect as if set forth herein in full.  Each reference in Section 11 of the
Prepetition  Credit  Agreement to  "Agreement"  will mean this  Agreement,  each
reference to "Credit  Documents" will mean this  Agreement,  the Term Loan Notes
and the Security Documents and each reference to "Default" or "Event of Default"
will mean "Event of Default" as defined in this Agreement.

     SECTION  11.9.  Amendment or Waiver.  Neither this  Agreement nor any terms
hereof may be changed,  waived,  discharged  or  terminated  unless such change,
waiver,  discharge or  termination  is in writing  signed by the  Obligors,  the
Administrative  Agent and the Required  Lenders,  provided  that no such change,
waiver,  discharge  or  termination  shall,  without  the consent of each Lender
affected thereby, (i) extend the Termination Date, reduce the rate or extend the
time of payment of interest,  or reduce the  principal  amount of such  Lender's
Term Loans, (ii) release any Obligor from its respective  obligations under this
Agreement, (iii) release all or substantially all of the Collateral, (iv) amend,
modify or waive any provision of this Section  11.9.,  (v) reduce the percentage
specified in, or otherwise  modify,  the  definition of Required  Lenders,  (vi)
consent to the  assignment  or  transfer by any Obligor of any of its rights and
obligations under this Agreement or (vii) modify the Superpriority  Claim status
of the Postpetition Obligations.  Section 11.8 hereof may not be amended without
the written consent of the Administrative Agent.

     SECTION  11.10.  Assignments  and  Participations.  The Term  Loans and the
rights and interests of the Lenders  hereunder will be freely assignable by each
Lender,  subject  to the  prior  written  consent  of the  Administrative  Agent
(provided  that any  assignment  by KeyBank  will require the consent of Fleet),
which consent will not be  unreasonably  withheld.  Each  assignment  will be by
novation.  Each  Lender will have the right to sell  participations  in its Term
Loans, subject to customary voting limitations.


                                       15

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized officers in several counterparts all as of the
day and year first written above.

BORROWERS:                              SAFETY COMPONENTS INTERNATIONAL, INC.

                                        By:  __________________________________

                                        Its: __________________________________


                                        AUTOMOTIVE SAFETY COMPONENTS
                                        GMBH & CO. KG

                                        By:  __________________________________

                                        Its: __________________________________


                                        AUTOMOTIVE SAFETY COMPONENTS
                                        INTERNATIONAL LIMITED

                                        By:  __________________________________

                                        Its: __________________________________


GUARANTORS:                             AUTOMOTIVE SAFETY COMPONENTS
                                        INTERNATIONAL, INC.

                                        By:  __________________________________

                                        Its: __________________________________


                                        ASCI HOLDINGS GERMANY (DE), INC.

                                        By:  __________________________________

                                        Its: __________________________________


                                        ASCI HOLDINGS CZECH (DE), INC.

                                        By:  __________________________________

                                        Its: __________________________________


                                       16

<PAGE>


                                        ASCI HOLDINGS MEXICO (DE), INC.

                                        By:  __________________________________

                                        Its: __________________________________


                                        ASCI HOLDINGS ASIA (DE), INC.

                                        By:  __________________________________

                                        Its: __________________________________


                                        ASCI HOLDINGS POLAND (DE), INC.

                                        By:  __________________________________

                                        Its: __________________________________


                                        VALENTEC SYSTEMS, INC.

                                        By:  __________________________________

                                        Its: __________________________________


                                        GALION, INC.

                                        By:  __________________________________

                                        Its: __________________________________


                                        VALENTEC INTERNATIONAL
                                        CORPORATION, LLC

                                        By:  __________________________________

                                        Its: __________________________________


                                        SAFETY COMPONENTS FABRIC
                                        TECHNOLOGIES, INC.

                                        By:  __________________________________

                                        Its: __________________________________


                                        ASCI HOLDINGS UK (DE), INC.

                                        By:  __________________________________

                                        Its: __________________________________


                                       17

<PAGE>


ADMINISTRATIVE AGENT:                   KEYBANK NATIONAL ASSOCIATION

                                        By:  __________________________________

                                        Its: __________________________________


LENDERS:                                KEYBANK NATIONAL ASSOCIATION

                                        By:  __________________________________

                                        Its: __________________________________


                                        FLEET BANK

                                        By:  __________________________________

                                        Its: __________________________________


                                       18

<PAGE>


                                   Schedule 1
                                   Guarantors


Automotive Safety Components International, Inc.
ASCI Holdings Germany (DE), Inc.
ASCI Holdings Czech (DE), Inc.
ASCI Holdings Mexico (DE), Inc.
ASCI Holdings Asia (DE), Inc.
ASCI Holdings Poland (DE), Inc.
ASCI Holdings UK (DE), Inc.
Valentec Systems Inc.
Galion, Inc.
Valentec International Corporation, LLC
Safety Components Fabric Technologies, Inc.

<PAGE>


                                   Schedule 2
                                     Debtors


Safety Components International, Inc.
Safety Components Fabric Technologies, Inc.
Automotive Safety Components International, Inc.
ASCI Holdings UK (DE), Inc.
ASCI Holdings Mexico (DE), Inc.
ASCI Holdings Germany (DE), Inc.
ASCI Holdings Czech (DE), Inc.

<PAGE>


                                   Schedule 3
                                   Definitions


"Administrative Agent": as defined in the preamble hereto.

"Agreement": this Subordinated Secured Superpriority Debtor-in-Possession Credit
Agreement, including all Schedules hereto, as amended, supplemented or otherwise
modified from time to time.

"Appeal Period": as defined in Section 5.1(d).

"ASCL": as defined in the preamble hereto.

"Bankruptcy Code": as defined in Recital B.

"Borrowers": as defined in the preamble hereto.

"Carve-Out": as defined in Section 7.1(c).

"Chapter 11 Cases": as defined in Recital B.

"Claim Amount": as defined in Section 11.1.

"Closing Date": as defined in Section 5.1.

"Closing Date Repayment":  the permanent and indefeasible payment of $17,000,000
of the  Prepetition  Obligations  made by the  Obligors  to the  Lenders  on the
Closing  Date from the proceeds of the initial  borrowings  under the Senior DIP
Facility (to the extent such amount is not otherwise paid from funds held by the
Obligors on the Closing Date).

"Collateral":  as defined in the Prepetition Credit Documents; provided that the
Collateral  will  include  all  Collateral  acquired  by any  Obligor  after the
Petition  Date and all  additional  collateral  of each  Obligor  granted  to or
pledged  to or in favor of, or for the  benefit  of,  the  Administrative  Agent
and/or the Lenders to secure the Postpetition  Obligations.  Notwithstanding the
foregoing,  the Collateral will not include any avoidance  actions  available to
the bankruptcy  estates of the Debtors  pursuant to Sections 542, 544, 545, 547,
548, 549, 550, 551,  553(b) and/or 724(a) of the Bankruptcy Code or the proceeds
thereof.

"Consolidated EBITDA": as defined in Schedule 5.

"Consenting  Holders":  Noteholders  which are signatories to the  Restructuring
Agreement.

"Consenting   Holders  Termination  Event":  as  defined  in  the  Restructuring
Agreement.

<PAGE>


"Consummation  Date":  the  date  of  substantial  consummation  of  a  Plan  of
Reorganization  in the Chapter 11 Cases (which for  purposes  hereof will not be
later than the effective date of such Plan of Reorganization).

"Consummation Date Reduction Amount": as defined on Schedule 5.

"Court": as defined in Recital B.

"Creditors Committee": as defined in Section 9.2(b).

"Debtors": as defined in Recital B.

"Event of Default":  each "Event of Default"  under and as defined in the Senior
DIP Facility  Documents and each other event or occurrence  described in Section
10.1 hereof.

"Environmental Claim": as defined in the Prepetition Credit Agreement.

"Final Order": as defined in Section 5.1(d).

"Fleet": as defined in the preamble hereto.

"GmbH": as defined in the preamble hereto.

"Guaranteed Obligations": as defined in Section 10.1.

"Guarantors": as defined in the preamble hereto.

"Indemnities": as defined in Section 11.6.

"Intercreditor Agreement": the Intercreditor Subordination Agreement dated as of
April 7, 2000 by and between the Senior Agent and the Administrative Agent.

"Issuing Bank": KeyBank as issuer of the Prepetition Letters of Credit under the
Prepetition Credit Agreement.

"KeyBank": as defined in the preamble hereto.

"Lenders": as defined in the preamble hereto.

"Liens": as defined in the Prepetition Credit Agreement.

"Loan Amount": as defined in Section 2.1.

"Non-Surviving Letters of Credit": as defined in Section 3.1(b).

"Noteholders":  the holders  (including  investment  managers  or  advisors  for
certain  discretionary  accounts that are holders or  beneficial  owners) of the
Senior Notes.

"Obligors": the collective reference to the Borrowers and the Guarantors.


                                       2

<PAGE>


"Permitted Liens": as defined in the Senior DIP Facility Credit Agreement.

"Person": an individual,  limited liability company,  corporation,  partnership,
association, trust or unincorporated organization, joint venture or other entity
or a government or any agency or political subdivision thereof.

"Petition Date": as defined in Recital B.

"Plan of  Reorganization":  a confirmed plan of reorganization in the Chapter 11
Cases.

"Postpetition Obligations":  in each case, whether now in existence or hereafter
arising,  (a)  the  principal  of  and  interest  on the  Term  Loans,  (b)  the
obligations  of the Obligors to reimburse the Issuing Bank and/or the Lenders in
respect  of any draws  under the  Prepetition  Letters  of Credit  and all other
obligations of the Obligors in respect of the Prepetition Letters of Credit, and
(c) all  indebtedness,  liabilities,  obligations,  covenants  and duties of the
Obligors to the  Administrative  Agent and the Lenders of every kind, nature and
description  arising  under or in respect of this  Agreement  or the Term Notes,
whether direct or indirect,  absolute or contingent, due or not due, contractual
or tortious,  liquidated  or  unliquidated,  and whether or not evidenced by any
note, and whether or not for the payment of money,  including  expenses required
to be paid pursuant to Section 12.6.

"Prepetition Credit Agreement": as defined in Recital A.

"Prepetition Credit Documents":  collectively,  the Prepetition Credit Agreement
and the Security Documents.

"Prepetition Letters of Credit": as defined in Recital A.

"Prepetition Obligations": as defined in Recital A.

"Released Claims": as defined in Section 11.1(b).

"Required Lenders":  Lenders holding at least 51% of the principal amount of the
outstanding Term Loans.

"Required  Noteholder  Representatives":  Noteholders that  collectively hold in
excess of two thirds (66-2/3) in amount of the Senior Notes.

"Restructuring Agreement": the Restructuring Agreement dated as of April 6, 2000
by and among Safety  Components and its  subsidiaries  named therein,  Robert A.
Zummo and the Consenting Holders named therein in the form of Exhibit C hereto.

"Safety Components": as defined in the preamble hereto.

"Safety  Components   Termination   Event":  as  defined  in  the  Restructuring
Agreement.


                                       3

<PAGE>


"Security  Documents":  the  documents  listed on Schedule 7 hereto  pursuant to
which  the  Obligors  granted  certain  Liens  and  security  interests  to  the
Administrative  Agent for the  ratable  benefit  of the  Lenders  to secure  the
Prepetition Obligations.

"Senior Agent": as defined in Recital C.

"Senior DIP Facility": as defined in Recital C.

"Senior DIP Facility Borrowers": as defined in Recital C.

"Senior DIP Facility Credit Agreement": as defined in Recital C.

"Senior DIP Facility Documents": as defined in Recital C.

"Senior DIP Facility Guarantors": as defined in Recital C.

"Senior Exit Facility": as defined on Schedule 4.

"Senior Lenders": as defined in Recital C.

"Senior Notes":  Safety Components'  10-1/8% Senior Subordinated Notes due 2007,
Series B.

"Subordinated  DIP  Facility":  the  term  loan  facility  provided  under  this
Agreement.

"Subordinated DIP Facility Documents": collectively, this Agreement and the Term
Loan Notes.

"Subordinated Exit Facility Term Loans": as defined on Schedule 5.

"Superpriority Claim": as defined in Section 4.4.

"Surviving Letter of Credit": as defined in Section 3.1(a).

"Term Loans": as defined in Section 2.1.

"Term Loan Note": as defined in Section 2.4.

"Termination Date": as defined in Section 2.2.

"Uniform Commercial Code": the Uniform Commercial Code as in effect from time to
time in the  State  of New York or in any  other  state  the  laws of which  are
required by Section 9-103 thereof to be applied in connection  with the issue of
perfection of security interests.


                                       4

<PAGE>


                                   Schedule 4
                           Conditions to Exit Facility


Each  of the  following  conditions  must be  satisfied,  unless  waived  by the
Administrative  Agent and the Lenders:  (i) Safety Components shall have entered
into a senior  credit  facility  (the  "Senior  Exit  Facility")  providing  for
extensions of credit in an amount not less than the amount required to repay all
indebtedness  under the Senior DIP Facility and  otherwise in form and substance
reasonably  satisfactory  to the  Administrative  Agent and the  Lenders  in all
material  respects  customary  for  facilities  of this  type,  (ii) none of the
Obligors,  any creditor of any Obligor or any other party in interest shall have
(a) challenged the validity,  enforceability,  allowance, perfection or priority
of any of the claims and security interests of the Lenders under the Prepetition
Credit Documents or the Subordinated DIP Facility  Documents or the Closing Date
Repayment  (unless  such  challenge  has been  withdrawn  or  dismissed)  or (b)
otherwise  asserted any Released  Claim (unless such claim or assertion  thereof
has been  withdrawn  or  dismissed),  (iii) the absence of any Event of Default,
(iv) the Administrative Agent and the Lenders shall have received payment of all
accrued and unpaid interest,  fees and reasonable  expenses  (including  without
limitation,  reasonable  attorneys' and other  professionals' fees and expenses)
under the Subordinated DIP Facility Documents, including without limitation, all
accrued  interest  under Section 2.3, and (v) the Plan of  Reorganization  shall
provide for (a) the  conversion to equity of all  indebtedness  under the Senior
Notes as provided in the  Restructuring  Agreement,  (b) the complete release by
each Obligor,  each creditor of each Obligor and each other party in interest of
all  Released  Claims and all claims of any type or nature  that arise out of or
relate  to the  financial  accommodations  extended  by the  Lenders  under  the
Subordinated DIP Facility  Documents and (c) treatment of the Term Loans and the
Subordinated  Exit  Facility  Term  Loans  consistent  with  the  terms  of this
Agreement (including as specified on Schedule 5) and the Final Order.

<PAGE>


                                   Schedule 5
                 Subordinated Exit Facility Terms and Conditions


Subject to the  satisfaction of the terms and conditions set forth on Schedule 4
and the other terms and conditions set forth below,  the Lenders will agree that
the  Term  Loans  may  remain  outstanding  after  consummation  of  a  Plan  of
Reorganization  as  term  loans   ("Subordinated   Exit  Facility  Term  Loans")
subordinated  to the Senior Exit  Facility on  substantially  the same terms and
conditions as provided in this Agreement and the Intercreditor  Agreement,  with
the following modifications and additional terms:

Type and Amount:    Subordinated  Exit Facility Term Loans in a principal amount
                    equal to the principal amount of the Term Loans  outstanding
                    on the Consummation  Date less an amount equal to 50% of the
                    amount  by which the  availability  under  the  Senior  Exit
                    Facility on the Consummation  Date exceeds  $35,000,000 (the
                    "Consummation Date Reduction  Amount").  On the Consummation
                    Date,  the Term Loans  outstanding on such date will be paid
                    in an  amount  equal  to  the  Consummation  Date  Reduction
                    Amount.

Maturity Date:      The earlier of (i) the third anniversary of the Closing Date
                    of  the  Subordinated  DIP  Facility  and  (ii)  the  second
                    anniversary of the Consummation Date.

Interest:           Interest will be paid in cash on a monthly basis.

Prepayments:        At the end of each of Safety Component's fiscal quarters, to
                    the extent  Consolidated  EBITDA  exceeds  (i) for the first
                    full fiscal quarter after the Consummation Date,  $4,000,000
                    or (ii) for each fiscal quarter thereafter,  $3,750,000, the
                    Subordinated Exit Facility Term Loans shall be prepaid in an
                    amount equal to 65% of the amount in excess of $4,000,000 or
                    $3,750,000,  as  the  case  may  be.  For  purposes  hereof,
                    "Consolidated   EBITDA"   means   with   respect  to  Safety
                    Components on a consolidated basis with its subsidiaries for
                    any  period,  net income for such  period (a) plus,  without
                    duplication  and to the extent  deducted  in  computing  net
                    income for such period,  the sum of (i) income  taxes,  (ii)
                    interest  expense,   (iii)   depreciation  and  amortization
                    expense   and  (iv)  other   non-cash   charges   reasonably
                    acceptable to the  Administrative  Agent,  (b) minus, to the
                    extent included in net income for such period, extraordinary
                    gains (all such amounts to be determined in accordance  with
                    GAAP).

Collateral and
Subordination:      The Subordinated Exit Facility Term Loans will be secured by
                    the Collateral on  substantially  the same terms as provided
                    herein and such security  interests will be  subordinated to
                    the  security  interests  granted to secure the Senior  Exit
                    Facility on  substantially  the same terms and conditions as
                    provided in the  Intercreditor  Agreement.  In addition,  if
                    required  by the  terms of the  Senior  Exit  Facility,  the
                    security interest in any assets of the

<PAGE>


                    Obligors  securing the Subordinated Exit Facility Term Loans
                    which are not included in the  collateral for the Senior DIP
                    Facility will be subordinated to the security  interest,  if
                    any, in such assets  granted in favor of such  providers  of
                    the Senior Exit Facility on substantially the same terms and
                    conditions as provided in the  Intercreditor  Agreement with
                    respect to the other Collateral.

Conditions
Precedent:          Safety  Components  shall have  entered  into a Senior  Exit
                    Facility  satisfactory to the  Administrative  Agent and the
                    Lenders (i) satisfying the conditions  specified on Schedule
                    4, (ii) having  subordination  terms similar to those in the
                    Intercreditor  Agreement,   except  that  the  payments  and
                    prepayments described herein, including, without limitation,
                    interest,  costs,  expenses,  required  prepayments  and the
                    payment  in full of the  outstanding  Subordinated  Facility
                    Term Loans on the Maturity Date will be permitted whether or
                    not any  amounts  remain  outstanding  under the Senior Exit
                    Facility at the time of such payment,  and (iv) having other
                    terms and conditions customarily found in loan documents for
                    financings of this type. No Obligor shall be obligated  with
                    respect  to  any   indebtedness   which  is  senior  to  the
                    Subordinated   Exit  Facility  Term  Loans  other  than  the
                    indebtedness under the Senior Exit Facility.

Covenants:          The  covenants  incorporated  by  reference  herein from the
                    Senior DIP Facility Documents will be modified to conform to
                    those  contained  in the  documentation  for the Senior Exit
                    Facility,  subject to the Lenders'  reasonable  satisfaction
                    therewith.

Other Terms:        Such other  modifications to this Agreement,  and such other
                    terms and  conditions,  as may be appropriate for facilities
                    of this type.


                                       2

<PAGE>


                                   Schedule 6
                               Security Documents


1.   Mortgages:

     A.   Open End Mortgage,  Assignment of Leases and Security  Agreement  from
          Galion, Inc. to KeyBank, as Collateral Agent, dated as of May 21, 1997
          and recorded in Crawford County, Ohio at book 524, page 470.

     B.   Open End Mortgage,  Assignment of Leases and Security  Agreement  from
          Safety Components Fabric  Technologies,  Inc. ("SCFTI") to KeyBank, as
          Collateral  Agent,  dated as of July 15, 1997 and  recorded in the RMC
          Office for Greenville County,  South Carolina on July 31, 1997 at 2:23
          p.m. in Mortgage Book 2898 at Page 227.

2.   Security  Agreement  among  SCI,  the other  Assignors  named  therein  and
     KeyBank, dated as of May 21, 1997.

3.   Amendment No. 1 to Security Agreement, dated as of June 2, 1997.

4.   Amendment No. 2 to Security Agreement, dated as of July 15, 1997.

5.   Amendment No. 3 to Security Agreement, dated as of July 30, 1998.

6.   Amendment No. 4 to Security Agreement, dated as of February 9, 1999.

7.   Agreement of Creation of Security  Interest on  Receivables,  Inventory and
     Equipment  between  KeyBank and Phoenix  Airbag GmbH & Co., dated as of May
     21, 1997.

8.   Mortgage  between ASCI Holdings UK (DE), Inc. and KeyBank,  dated as of May
     21, 1997.  (Pledge by ASCI Holdings UK (DE), Inc. of the shares of stock of
     ASCI Ltd.)

9.   Pledge Agreement between SCI, the other Pledgors named therein and KeyBank,
     dated as of May 21, 1997.

10.  Amendment No. 1 to Pledge Agreement, dated as of June 2, 1997.

11.  Amendment No. 2 to Pledge Agreement, dated as of July 15, 1997.

12.  Amendment No. 3 to Pledge Agreement, dated as of July 30, 1998.

13.  Amendment No. 4 to Pledge Agreement, dated as of February 9, 1999.

<PAGE>


14.  Assignment of Life Insurance Policy by SCI to KeyBank,  dated as of May 21,
     1997.

15.  Collateral of Assignment  of Patents and Security  Agreement  between SCFTI
     and KeyBank, dated as of July 15, 1997.

16.  Collateral of Assignment of Trademarks and Security Agreement between SCFTI
     and KeyBank, dated as of July 15, 1997.

17.  Patent Assignments:

     A.   Assignment from Valentec International to KeyBank (09/303238)

     B.   Assignment from SCI to KeyBank (74/735020)

     C.   Assignment from SCI to KeyBank (08/787743, 08/656661, 08/683758)

     D.   Assignment from SCI to KeyBank (09/016097, 09/298085, 588176)

18.  Cash Collateral  Agreement  between KeyBank and McDonald  Investments Inc.,
     dated as of February 7, 2000.

19.  UCC-1  Financing  Statements with KeyBank  National  Association as Secured
     Party


                                       2