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                                                                    Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of September 23, 2005, is entered into
between WLR RECOVERY FUND III, L.P., a Delaware limited partnership (the
"Purchaser"), with an address of 600 Lexington Avenue, New York, New York 10022,
and ZAPATA CORPORATION, a Nevada corporation (the "Selling Stockholder"), with
an address of 100 Meridian Centre, Suite 350, Rochester, New York 14618.

WHEREAS, the Purchaser is prepared to purchase from the Selling Stockholder and
the Selling Stockholder is prepared to sell to the Purchaser the Selling
Stockholder's shares of capital stock of Safety Components International, Inc.,
a Delaware corporation ("Safety Components") whose shares trade on the OTC
Bulletin Board under the symbol "SAFY", on the terms and conditions herein;

NOW THEREFORE, the parties hereto agree as follows:

1.    PURCHASE AND SALE OF SECURITIES; CLOSING; ESCROW.

      (a)   Subject to the terms and conditions herein, the Selling Stockholder
            shall sell to the Purchaser, and the Purchaser shall purchase from
            the Selling Stockholder at the Closing (defined below), 4,162,394
            shares (the "Purchased Shares") of the common stock, par value $0.01
            per share ("Common Stock"), of Safety Components free and clear of
            all security interests, liens or encumbrances other than those
            imposed by the applicable securities laws. In consideration for the
            Purchased Shares, at Closing, the Purchaser shall pay the Selling
            Stockholder a purchase price in immediately available funds of U.S.
            $12.30 per share, or U.S. $51,197,446 in the aggregate (the
            "Purchase Price"). The sale, assignment and transfer of the
            Purchased Shares will be made without recourse, representation or
            warranty of any kind by the Selling Stockholder, express or implied,
            except as expressly set forth herein.

      (b)   All dividends or distributions (whether in cash, property,
            securities, rights or otherwise) declared or paid with respect to
            the Purchased Shares after the date hereof and prior to Closing (the
            "Distributions") shall be payable to the Purchaser at the Closing
            concurrently with the transfer of the Purchased Shares together with
            all accrued interest thereon while held in escrow. All interest
            accrued on the Purchase Price while held in escrow (the "Accrued
            Interest") as required by the terms hereof shall be paid to the
            Selling Stockholder at the Closing concurrently with the payment of
            the Purchase Price to the Selling Stockholder. At the Closing, the
            Selling Stockholder shall make a payment to the Purchaser equal to
            the interest accrued on the amount borrowed by the Purchaser solely
            to fund the deposit of the Purchase Price for up to the first eight
            days after the initial deposit thereof with the Escrow Agent (such
            eight-day period, the "Maximum Borrowing Period") at an interest
            rate not to exceed the One Month LIBOR rate plus one hundred basis
            points based on a 365 day year (the "Borrowing Factor Payment"). One
            Month LIBOR Rate means the rate per annum equal to the one-month
            London interbank offered rate for United States dollars, as of the
            date hereof, as reflected in the "Money Rates" section of The Wall
            Street Journal. At the Closing, the Purchaser shall provide the
            Selling Stockholder with a written statement of the amount of the
            Borrowing Factor Payment and the supporting calculation therefor.

      (c)   If a stock split, stock dividend or reclassification occurs prior to
            the Closing, then the number of shares which constitutes the
            Purchased Shares and the Purchase Price shall be appropriately and
            equitably adjusted so as to maintain the proportionate number of
            Purchased Shares without changing the aggregate Purchase Price.

      (d)   Upon the execution hereof or within one business day thereafter (or
            such later date as the parties may agree in writing), the Purchaser,
            the Selling Stockholder and CitiBank, N.A. (the "Escrow Agent")
            shall enter into an escrow agreement, substantially in the form
            attached hereto as EXHIBIT A, with such changes thereto as may be
            reasonably required by the Escrow Agent consistent with the terms
            hereof as a condition to the execution thereof (the "Escrow
            Agreement"). Upon

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            execution of the Escrow Agreement (or such later date or time as the
            parties may agree in writing), (i) the Selling Stockholder shall
            deliver to the Escrow Agent the stock certificate it holds in
            definitive form which represents the Purchased Shares, together with
            a stock power duly endorsed in blank, and (ii) the Purchaser shall
            deliver to the Escrow Agent, by wire transfer to the account
            designated by the Escrow Agent in writing to the Purchaser the
            amount of the full Purchase Price. During the term of this
            Agreement, the Selling Stockholder shall also deliver to the Escrow
            Agent any Distributions it receives. Upon receipt thereof, the
            Escrow Agent shall hold, invest and disburse the certificate
            representing the Purchased Shares, any Distributions, the Purchase
            Price and other Escrowed Property (as defined in the Escrow
            Agreement) in accordance with the terms and provisions of the Escrow
            Agreement. At all times prior to the Closing, the Purchaser shall
            have no rights as a stockholder in Safety Components with respect to
            the Purchased Shares by virtue of this Agreement or otherwise, and
            all such rights, including the right to vote the Purchased Shares,
            shall remain with the Selling Stockholder.

      (e)   Upon the conditions set forth in Sections 6(a)(ii), 6(a)(iii),
            6(a)(iv), 6(b)(ii), 6(b)(iii), 6(b)(iv) and 6(b)(v) herein being
            satisfied, either the Purchaser or the Selling Stockholder may
            execute and deliver to the Escrow Agent the Closing Notice referred
            to in Section 4(b) of the Escrow Agreement (with a copy to the other
            party) authorizing the Closing deliveries provided for herein. If a
            party to this Agreement receives a copy of a Closing Notice, it may
            at any time within three (3) business days thereafter give a Closing
            Notice Objection (as defined in the Escrow Agreement) to the Escrow
            Agent (with a copy to the other party) if any of its conditions
            precedent under Section 6 hereof to its obligation to consummate the
            transactions contemplated hereby have not been satisfied as of such
            time.

2.    CLOSING. The transfer of the Purchased Shares, together with any
      Distributions (including any earnings thereon while held in escrow) and
      payment of the Purchase Price, the Accrued Interest and the Borrowing
      Factor Payment (the "Closing") will occur no later than 10:00 a.m. New
      York time on the fourth business day (or the next business day thereafter
      if it is a legal holiday) after the conditions set forth in Section 6 have
      been satisfied or waived by the party entitled to the benefit thereof. The
      Closing shall take place at the offices of Woods Oviatt Gilman LLP,
      Rochester, New York, or at such other time or location as the parties
      shall mutually agree. At the Closing (i) the Selling Stockholder shall
      instruct the Escrow Agent to deliver to the Purchaser the stock
      certificate it holds in definitive form which represents the Purchased
      Shares, together with a stock power duly endorsed in blank, and any
      Distributions (including any earnings thereon while held in escrow) and
      (ii) the Purchaser shall instruct the Escrow Agent to deliver to the
      Selling Stockholder, by wire transfer to an account designated by the
      Selling Stockholder in writing to the Purchaser and the Escrow Agent (not
      less than two days prior to the Closing) the amount of the full Purchase
      Price together with the Accrued Interest. The time and date of such
      payment and delivery referred to in this Agreement as the "Closing Date."

3.    REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER. The Selling
      Stockholder represents and warrants to the Purchaser as follows:

      (a)   the Selling Stockholder is a corporation validly existing and in
            good standing under the laws of Nevada and has all the requisite
            power and authority to execute and deliver this Agreement and the
            Escrow Agreement (the "Transaction Agreements") and, subject to the
            Vote, to carry out all the terms and provisions hereof and thereof
            to be carried out by it;

      (b)   Safety Components is a corporation validly existing and in good
            standing under the laws of Delaware;

      (c)   the execution and delivery of the Transaction Agreements by the
            Selling Stockholder and the performance of the Selling Stockholder's
            obligations hereunder and thereunder have been duly authorized by
            all necessary corporate action;

      (d)   the Transaction Agreements have been duly executed and delivered by
            the Selling Stockholder and constitute the valid and binding
            obligations of the Selling Stockholder;

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      (e)   the Selling Stockholder owns of record and beneficially all of the
            Purchased Shares free and clear of all security interests, liens and
            encumbrances (except for any restrictions which may apply under
            applicable securities laws), and there are no stockholders
            agreements, voting agreements or proxies to which the Purchased
            Shares are subject;

      (f)   there are no outstanding options, warrants, rights to acquire or
            subscribe to, or calls or commitments of any character whatsoever to
            which the Selling Stockholder is a party or by which it is bound,
            requiring the issuance or sale of shares of any class of capital
            stock or other equity securities of Safety Components or securities
            or rights convertible into or exchangeable for such shares or other
            equity securities of Safety Components;

      (g)   other than the Purchased Shares, the Selling Stockholder is not the
            beneficiary of any options, warrants, rights to acquire or subscribe
            to, or calls or commitments for, any shares of any class of capital
            stock or other equity securities of Safety Components ("Safety
            Components Securities");

      (h)   the Purchased Shares represent all of the Safety Components
            Securities owned by the Selling Stockholder on the date hereof;

      (i)   the execution and delivery of this Agreement does not, and the
            consummation of the transactions contemplated by this Agreement and
            compliance with the provisions of this Agreement will not, (i)
            conflict with the certificate of incorporation or by-laws (or
            comparable organizational documents) of either of the Selling
            Stockholder or Safety Components, (ii) to the knowledge of the
            Selling Stockholder, result in any breach, violation or default
            (with or without notice or lapse of time, or both) under, or give
            rise to a right of termination, cancellation or creation or
            acceleration of any obligation or right of a third party or loss of
            a benefit under, or result in the creation of any security
            interests, liens or encumbrances upon any of the properties or
            assets of either the Selling Stockholder or Safety Components under,
            any loan or credit agreement, note, bond, mortgage, indenture, lease
            or other agreement, instrument, permit, concession, franchise,
            license or other authorization applicable to either of the Selling
            Stockholder or Safety Components or their respective properties or
            assets or (iii) subject to the governmental filings and other
            matters referred to in the following sentence, to the knowledge of
            the Selling Stockholder, conflict with or violate any judgment,
            order, decree, law, statute, code, ordinance, regulation, rule,
            principle of common law or other legally enforceable obligation
            imposed by any federal, state or local or foreign government, any
            court, administrative, regulatory or other governmental agency,
            commission or authority or any non-governmental United States or
            foreign self-regulatory agency, commission or authority or any
            arbitral tribunal (each, a "Governmental Entity") applicable to the
            Selling Stockholder or Safety Components or their respective
            properties or assets, other than, in the case of clauses (ii) and
            (iii), any such conflicts, breaches, violations, defaults, rights,
            losses, security interests, liens or encumbrances that, individually
            or in the aggregate, would not reasonably be expected to have or
            result in a material adverse effect on the Selling Stockholder or
            Safety Components and that would not prevent or materially delay the
            consummation of the transactions contemplated by this Agreement. No
            consent, approval, order or authorization of, action by or in
            respect of, or registration, declaration or filing with, any
            Governmental Entity or any third party is required by the Selling
            Stockholder or, to the Selling Stockholder's knowledge, Safety
            Components in connection with the execution and delivery of this
            Agreement by the Selling Stockholder or the consummation by the
            Selling Stockholder of the transactions contemplated hereby, except
            for: (i) the filing with the Commission (as defined herein) of (A)
            an information statement pursuant to the Securities Exchange Act of
            1934, as amended (the "Exchange Act")and (B) such reports under the
            Exchange Act, as may be required in connection with this Agreement
            and the transactions contemplated hereby; (ii) the Vote (as defined
            herein) and (iii) the filing of a premerger notification and report
            form by the Selling Stockholder under the HSR Act (as defined
            herein); and

      (j)   following the Closing, (i) the payments due to the Selling
            Stockholder from Safety Components under the Tax Sharing and
            Indemnity Agreement, dated as of March 19, 2004, by and between the
            Selling Stockholder and Safety Components shall not exceed $450,000
            and (ii) to the

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            knowledge of the Selling Stockholder, Safety Components shall have
            no obligation after the Closing Date to make any other payments to
            the Selling Stockholder pursuant to any loan or credit agreement,
            note, bond, mortgage, indenture, lease or other agreement,
            instrument, permit, concession, franchise, license or other
            authorization.

4.    REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents,
      warrants and acknowledges to the Selling Stockholder as follows:

      (a)   the Purchaser is a limited partnership validly existing and in good
            standing under the laws of the State of Delaware and has all the
            requisite power and authority to execute and deliver the Transaction
            Agreements and to carry out all the terms and provisions thereof to
            be carried out by it;

      (b)   the execution, delivery and performance of the Transaction
            Agreements by the Purchaser has been duly authorized by all
            necessary action;

      (c)   the Transaction Agreements have been duly executed and delivered by
            the Purchaser and constitute the valid and binding obligations of
            the Purchaser enforceable in accordance with its terms;

      (d)   the Purchaser has been advised that the Purchased Shares have not
            been registered under the Securities Act of 1933, as amended (the
            "Act"), or under applicable state blue sky laws and that the
            certificate evidencing the Purchased Shares will be legended
            accordingly;

      (e)   the Purchaser is acquiring the Purchased Shares for its own account;

      (f)   the Purchaser is an experienced and sophisticated investor, is able
            to fend for itself in the transactions contemplated by this
            Agreement, and has such knowledge and experience in financial and
            business matters that it is capable of evaluating the risks and
            merits of acquiring the Shares;

      (g)   the Purchaser is aware that the Purchased Shares may not be sold
            unless such Purchased Shares are registered pursuant to the Act and
            state securities laws or qualify for an exemption from such
            registration; and

      (h)   the execution and delivery of this Agreement does not, and the
            consummation of the transactions contemplated by this Agreement and
            compliance with the provisions of this Agreement will not, (i)
            conflict with the partnership agreement (or comparable
            organizational documents) of the Purchaser, (ii) result in any
            breach, violation or default (with or without notice or lapse of
            time, or both) under, or give rise to a right of termination,
            cancellation or creation or acceleration of any obligation or right
            of a third party or loss of a benefit under, or result in the
            creation of any security interests, liens or encumbrances upon any
            of the properties or assets of the Purchaser under, any loan or
            credit agreement, note, bond, mortgage, indenture, lease or other
            agreement, instrument, permit, concession, franchise, license or
            other authorization by which the Purchaser is bound or (iii)
            conflict with or violate any judgment, order, decree, law, statute,
            code, ordinance, regulation, rule, principle of common law or other
            legally enforceable obligation imposed by any Governmental Entity on
            the Purchaser or its properties or assets, other than, in the case
            of clauses (ii) and (iii), any such conflicts, breaches, violations,
            defaults, rights, losses, security interests, liens or encumbrances
            that, individually or in the aggregate, would not reasonably be
            expected to prevent or materially delay consummation of the
            transactions contemplated by this Agreement; and

      (i)   notwithstanding anything herein or elsewhere to the contrary, except
            as expressly set forth herein, the Selling Stockholder makes no
            representation or warranty of any kind in connection with, and shall
            have no responsibility with respect to, the financial statements,
            financial condition, financial performance, future prospects or
            plans or any other aspect of Safety Components (collectively,
            "Safety Components Information") or the Purchased Shares; the
            Purchaser has independently, and without reliance on the Selling
            Stockholder, reviewed such documents and

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            information as it has deemed appropriate (including the publicly
            available registration statements, reports and documents relating to
            Safety Components filed with the Commission (as defined herein) or
            non-public documents which have been made available to it by Safety
            Components), and made its own financial analysis and decision to
            enter into this Agreement and to purchase the Purchased Shares in
            accordance with the terms hereof.

5.    COVENANTS OF THE PARTIES.

      (a)   Efforts and Actions to Cause Closing to Occur; HSR Act.

            (i)   Prior to the Closing, upon the terms and subject to the
                  conditions of this Agreement, the parties hereto shall use
                  their best efforts to take, or cause to be taken, all actions,
                  and to do, or cause to be done all things necessary, proper or
                  advisable (subject to any applicable laws) to consummate the
                  Closing as promptly as practicable including, but not limited
                  to the preparation and filing of all forms, registrations and
                  notices required to be filed to consummate the Closing and the
                  taking of such actions as are necessary to obtain any
                  requisite approvals, authorizations, consents, orders,
                  licenses, permits, qualifications, exemptions or waivers by
                  any third party or any Governmental Entity. In addition, no
                  party hereto shall take any action after the date hereof that
                  could reasonably be expected to materially delay the obtaining
                  of, or result in not obtaining, any permission, approval or
                  consent from any such Governmental Entity or other person
                  required to be obtained prior to Closing.

            (ii)  Within 10 business days following the execution of this
                  Agreement, the Purchaser and the Selling Stockholder shall
                  both file with the Federal Trade Commission and the Department
                  of Justice the notification and report form required of them
                  under the Hart-Scott-Rodino Antitrust Improvements Act of
                  1976, as amended ("HSR Act"), for the consummation of the
                  transactions contemplated by this Agreement. The Purchaser and
                  the Selling Stockholder shall both promptly submit any
                  additional materials that may be reasonably requested by
                  governmental officials in connection therewith pursuant to the
                  HSR Act and exercise best efforts to obtain early termination
                  of the waiting period, and otherwise obtain prompt clearance,
                  under the HSR Act. Each of the Purchaser and the Selling
                  Stockholder shall give the other reasonably prompt notice of
                  any communication with, and any proposed understanding,
                  undertaking or agreement with, any governmental authority
                  regarding any such filings or any such transaction. Neither
                  the Purchaser nor the Selling Stockholder, shall independently
                  participate in any meeting, or engage in any substantive
                  conversation, with any governmental authority in respect of
                  any such filings, investigation or other inquiry without
                  giving the other prior notice (if practicable) of the meeting
                  and discussing with the Purchaser or the Selling Stockholder.
                  The Purchaser and the Selling Stockholder shall promptly
                  notify the Escrow Agent (with a copy to the other party)
                  immediately upon the expiration or earlier termination of the
                  waiting period under the HSR Act. The Purchaser and the
                  Selling Stockholder shall share equally the filing fees by the
                  parties pursuant to the HSR Act.

            (iii) Notwithstanding the foregoing or any other covenant herein
                  contained, nothing in this Agreement shall be deemed to
                  require the Purchaser to divest or hold separate any assets or
                  agree to limit its normal and regular operations after the
                  Closing. To the knowledge of the Purchaser, there is not any
                  aspect of its businesses that may require any such action on
                  its part that would reasonably be expected to be imposed by
                  any Governmental Authority as a condition to the expiration or
                  termination of the waiting period under or clearance under the
                  HSR Act.

      (b)   Notification of Certain Matters. The parties hereto shall give
            notice to the other party promptly after becoming aware of (i) the
            occurrence or non-occurrence of any event whose occurrence or
            non-occurrence would be likely to cause either (A) any
            representation or warranty contained in this Agreement to be untrue
            or inaccurate in any material respect at any time from the

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            date hereof to the Closing Date or (B) any condition set forth in
            Section 6 to be unsatisfied in any material respect at any time from
            the date hereof to the Closing Date and (ii) any material failure of
            such party or any officer, director, employee or agent thereof, to
            comply with or satisfy any covenant, condition or agreement to be
            complied with or satisfied by it hereunder; provided, however, that
            (x) the delivery of any notice pursuant to this Section shall not
            limit or otherwise affect the remedies available hereunder to the
            party receiving such notice and (y) the failure to give such notice
            shall not be required from and after the time the party to whom such
            notice is to be given has actual knowledge of the information
            required to be included in such notice. If a party hereto shall give
            notice to the other party hereto that a representation or warranty
            of such other party contained in this Agreement is untrue or
            inaccurate in any material respect, then such other party shall have
            15 days following its receipt of such notice to investigate and, if
            applicable, cure such untrue or inaccurate representation or
            warranty.

      (c)   Stockholder Approval.

            (i)   Within 10 days following the execution and delivery of this
                  Agreement, the Selling Stockholder shall prepare and file with
                  the Securities and Exchange Commission (the "Commission") an
                  information statement (together with any amendment or
                  supplement thereto, the "Information Statement") to be used in
                  connection with the consent of the stockholders of the Selling
                  Stockholder, and shall promptly use its commercially
                  reasonable best efforts to respond to the comments of the
                  Commission, if any, in connection therewith and to furnish all
                  information required in the Information Statement. The Selling
                  Stockholder shall cause the definitive Information Statement
                  to be mailed promptly to the stockholders of the Selling
                  Stockholder, and, if necessary under the Exchange Act, after
                  the definitive Information Statement shall have been so
                  mailed, to promptly circulate amended, supplemental or
                  supplemented materials thereto.

            (ii)  The Selling Stockholder shall, in accordance with applicable
                  law, seek the written consent of the stockholders of the
                  Selling Stockholder as promptly as practicable following the
                  mailing of the definitive Information Statement, for the
                  purpose of voting upon or consenting to (as applicable) the
                  sale of the Purchased Shares on the terms and conditions
                  herein. The Selling Stockholder shall take all commercially
                  reasonable actions to secure the vote or consent of
                  stockholders required by applicable law and by the Certificate
                  of Incorporation or the By-laws of the Selling Stockholder to
                  approve the sale of the Purchased Shares (the "Vote"). The
                  Selling Stockholder shall notify in writing the Purchaser upon
                  the stockholders of the Selling Stockholder approving the sale
                  of the Purchased Shares pursuant to the terms hereof.

      (d)   Election of Purchaser's Representatives to Safety Components Board
            of Directors. Promptly after the execution and delivery of this
            Agreement, the Purchaser shall provide Safety Components with the
            names of the representatives to be elected to the Safety Components
            Board of Directors and such information as Safety Components may
            require in order to have such representatives elected to its Board
            of Directors and to comply prior to Closing with Section 14(f) of
            the Exchange Act. Immediately following the Closing, until the
            Purchased Shares are issued in the name of the Purchaser, the
            Selling Stockholder shall vote the Purchased Shares in the manner
            required to cause the representatives so designated by the Purchaser
            to constitute the majority of the directors on the Board of
            Directors of Safety Components (exclusive of the Selling
            Stockholders' representatives on the Board of Directors of Safety
            Components). Promptly following the issuance of a new stock
            certificate issued in the name of the Purchaser representing the
            Purchased Shares transferred pursuant to this Agreement to the
            Purchaser, any remaining representatives of the Selling Stockholder
            who shall be on the Board of Directors of Safety Components shall
            resign from such position.

      (e)   Completion of Actions. On or before December 31, 2005, each party
            hereto shall have performed all covenants required to be performed
            by it under this Agreement or the other Transaction Agreements other
            than (i) those covenants hereunder or thereunder that are required
            to
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      be performed or that are only capable of being performed by it on or
      following the Closing Date in accordance with the terms hereof or thereof
      and (ii) any action required to be performed by it under Section
      5.2(a)(ii) following the initial filing of its notification and report
      form within the 10-business day period specified thereunder.
      Notwithstanding the immediately preceding sentence, with respect to the
      Selling Stockholder's obligation under Section 5(c), (A) if the Selling
      Stockholder shall not have procured the Vote pursuant to such Section 5(c)
      prior to December 31, 2005 and (B) the Selling Stockholder's failure to
      procure the Vote by such date is attributable to the Selling Stockholder's
      inability to resolve, in good faith, to the Commission's satisfaction any
      comments pertaining to its review of the Information Statement within 30
      days following notice (whether orally or in writing) by the Commission to
      the Selling Stockholder of its intention to provide comments on the
      Information Statement, then, for each additional day beyond the
      aforementioned 30-day period that is required to resolve any such
      comments, the Selling Stockholder shall be granted hereunder one
      additional day following the date of December 31, 2005 to mail, if
      necessary, the Definitive Information Statement and to procure the Vote.
      For purposes of the immediately foregoing sentence, the Selling
      Stockholder will be obligated hereunder to diligently inquire with the
      Commission to determine whether the Commission will furnish comments with
      respect to the Information Statement.

6.    CLOSING CONDITIONS.

      (a)   Conditions to Selling Stockholder's Obligations. The obligation of
            the Selling Stockholder to consummate the transactions contemplated
            hereunder is subject to the satisfaction of the following conditions
            or waiver thereof by the Selling Stockholder:

            (i)   Accuracy of Representations and Warranties. The
                  representations and warranties of the Purchaser shall be true
                  and accurate as of the Closing in all material respects.

            (ii)  Approval of Selling Stockholder's Stockholders. The sale of
                  the Purchased Shares by the Selling Stockholder to the
                  Purchaser pursuant to the terms of this Agreement shall have
                  been approved by holders of a majority of the outstanding
                  shares of common stock of the Selling Stockholder entitled to
                  vote thereon in accordance with applicable law, and the
                  Selling Stockholder's Certificate of Incorporation and
                  By-laws.

            (iii) No Injunction. No temporary restraining order, preliminary or
                  permanent injunction or other order shall have been issued by
                  any Governmental Entity, and no other legal restraint or
                  prohibition preventing the consummation of the sale of
                  Purchased Shares shall be in effect.

            (iv)  HSR Act. All waiting periods under the HSR Act with respect to
                  the filings made under Section 5(a)(ii) hereof shall have
                  expired or terminated.

      (b)   Conditions to Purchaser's Obligations. The obligation of the
            Purchaser to consummate the transactions contemplated hereunder is
            subject to the satisfaction of the following conditions or waiver
            thereof by the Purchaser:

            (i)   Accuracy of Representations and Warranties. The
                  representations and warranties of the Selling Stockholder
                  shall be true and accurate as of the Closing in all material
                  respects.

            (ii)  No Injunction. No temporary restraining order, preliminary or
                  permanent injunction or other order shall have been issued by
                  any Governmental Entity, and no other legal restraint or
                  prohibition preventing the consummation of the sale of
                  Purchased Shares shall be in effect.

            (iii) Stockholder Vote. The Selling Stockholder shall have procured
                  the Vote and delivered written notice thereof to the Purchaser
                  prior to the Closing.

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            (iv)  Opinion of Selling Stockholder's Counsel. The Selling
                  Stockholder shall have delivered to the Purchaser a legal
                  opinion of counsel, addressed to the Purchaser, dated the
                  Closing Date and in a form and in substance customary for
                  transactions of this type, to the effect that , subject to the
                  assumptions and qualifications and limitations included
                  therein, the execution, delivery and performance by the
                  Selling Stockholder of the Transaction Agreements and the
                  consummation of the transactions contemplated thereby, have
                  been duly authorized by all necessary corporate and
                  stockholder action and no other action on the part of the
                  Selling Stockholder is necessary to authorize the execution
                  and delivery by the Selling Stockholder of the Transaction
                  Agreements or the consummation of the transactions
                  contemplated hereby or thereby.

            (v)   HSR Act. All waiting periods under the HSR Act with respect to
                  the filings made under Section 5(a)(ii) hereof shall have
                  expired or terminated.

7.    TERMINATION.

      (a)   This Agreement may be terminated by either party hereto upon written
            notice to the other party if (i) the covenant set forth in Section
            5(e) shall not have been fulfilled by the date specified therein or
            (ii) the waiting periods under the HSR Act with respect to the
            filings made under Section 5(a)(ii) hereof shall not have expired or
            terminated on or before June 30, 2006 (the "Outside Date"), or such
            later date as may have been agreed upon in writing by the parties
            hereto; provided, however, that no such right of termination shall
            be exercisable by a party if the nonfulfillment of such Section 5(e)
            or the non-expiration or non-termination of the waiting periods
            under the HSR Act (as applicable) is due to such party's
            noncompliance with or breach of the covenants to be performed by it
            under this Agreement. Upon written notice of termination, either
            party may give the Escrow Agent the Termination Notice provided for
            in the Escrow Agreement. If a party receives a Termination Notice,
            it may at any time within 10 days thereafter give the Escrow Agent a
            Termination Objection Notice stating that it disputes the right of
            the party giving the Termination Notice to terminate this Agreement
            or if it has a claim against the terminating party for material
            breach of this Agreement.

      (b)   If (i) this Agreement is terminated by the Purchaser in accordance
            with its terms solely by reason of (A) the nonfulfillment of Section
            5(e) or (B) the Vote not having been obtained by the Outside Date,
            (ii) in the case of the foregoing clause (B), all other conditions
            to the Closing have been fulfilled or waived by the party intended
            to benefit therefrom, and (iii) the nonfulfillment of such Section
            5(e) or the failure of such Vote condition (as applicable) is not
            the result of a breach by the Purchaser of this Agreement, then, the
            Selling Stockholder shall promptly following termination of this
            Agreement pay to the Purchaser a break-up fee in the amount of Two
            Million Dollars (US$2,000,000) (the "Break-Up Fee") and reimburse
            the Purchaser for (i) the actual documented out-of-pocket expenses
            incurred by the Purchaser in negotiating and executing the
            Transactions Agreements and performing or consummating the
            transactions contemplated hereby up to a maximum of Five Hundred
            Thousand Dollars ($500,000) (the "Expense Payment") and (ii) the
            Borrowing Payment Factor, together with interest thereon computed at
            the One Month LIBOR Rate for the period commencing on the date
            immediately following the Maximum Borrowing Period and ending on the
            termination date of this Agreement.

      (c)   Upon termination of this Agreement, neither party hereto shall have
            any liability or obligation under this Agreement except to the
            extent a party has breached its representations, warranties,
            covenants or agreements hereunder (and not cured such breach prior
            to termination of this Agreement) or to the extent that the Break-Up
            Fee, the Expense Payment or the amount required to be paid under
            clause (ii) of Section 7(b) are due by the terms hereof.

8.    SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARIES, ETC. All provisions
      hereof shall inure to the benefit of, and be binding upon, the parties
      hereto and their successors and assigns. No other parties shall have any
      rights under or be entitled to enforce this Agreement.

                                       8
<PAGE>

9.    EXPENSES. Except as otherwise provided herein, the parties hereto shall
      bear their own expenses incurred in connection with this Agreement and the
      sale and purchase of Purchased Shares, including, without limitation, all
      fees of their respective legal counsel, investment advisors and
      accountants.

10.   NOTICES. All notices, requests, claims, demands and other communications
      hereunder shall be communicated in writing, mailed by first class mail
      delivered by hand, at the addresses (or to such other address for a party
      as such party may specify by written notice given pursuant hereto) first
      set forth in the beginning of this Agreement, in the case of the Selling
      Stockholder, to the attention of the President & Chief Executive Officer,
      with a copy to the Vice President-Finance and in the case of the
      Purchaser, to the attention of David H. Storper.

11.   AMENDMENTS, ETC. No amendment, modification, termination, or waiver of any
      provision of this Agreement and no consent to any departure by a party
      from any provision of this Agreement, shall be effective unless it shall
      be in writing and signed and delivered by the other party, and then it
      shall be effective only in the specific instance and for the specific
      purpose for which it is given.

12.   COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be signed in any
      number of counterparts, each of which shall be an original, with the same
      effect as if the signatures thereto and hereto were upon the same
      instrument. This Agreement may be executed by facsimile signature
      transmitted to any other party by electronic transmission. The parties
      shall be bound by a facsimile signature once transmitted to another party.
      The latter transmission of an originally executed copy of any such
      document shall not invalidate any signature previously given by electronic
      transmission.

13.   ENTIRE AGREEMENT. This Agreement, together with the other Transaction
      Agreements, contains the entire agreement between the Purchaser and the
      Selling Stockholder with respect to the subject matter hereof. There are
      no other agreements, arrangements or understandings, oral or written,
      between the parties hereto relating to the subject matter hereof.

14.   GOVERNING LAW. This Agreement shall be governed by, and construed in
      accordance with, the Laws of the State of New York without reference to
      conflicts of law principles.

                          SIGNATURES ON FOLLOWING PAGE

                                       9
<PAGE>

                   SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT

      IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this
Agreement as of the date first above written.

                             WLR RECOVERY FUND III, L.P.

                                  By:   WLR Recovery Associates, III
                                        LLC, as its General Partner

                                  By: /s/ David H. Storper
                                      --------------------
                                      David H. Storper
                                      Principal Member

                             ZAPATA CORPORATION

                             By: /s/  Leonard DiSalvo
                                 --------------------
                             Name: Leonard DiSalvo
                             Title:  CFO

                             Witness: /s/ Gregory W. Gribben
                                      ----------------------

                                       10
<PAGE>

                           AMENDMENT NO. 1 AND JOINDER

      This AMENDMENT NO. 1 AND JOINDER, dated as of September 26, 2005 (this
"Amendment"), by and among WLR RECOVERY FUND II, L.P., a Delaware limited
partnership (the "Fund II"), WLR RECOVERY FUND III, L.P., a Delaware limited
partnership (the "Fund III"), and ZAPATA CORPORATION, a Delaware corporation
(the "Selling Stockholder"), to the Stock Purchase Agreement, dated as of
September 23, 2005 (the "Stock Purchase Agreement"), between Fund III and the
Selling Stockholder.

                                   WITNESSETH:

      WHEREAS, Fund III and the Selling Stockholder have executed and delivered
the Stock Purchase Agreement;

      WHEREAS, Fund III has advised the Selling Stockholder that it is required
under applicable agreements to permit Fund II to participate in the purchase of
the Purchased Shares;

      WHEREAS, Section 11 of the Stock Purchase Agreement provides that no
amendment, modification, termination or waiver of any provision of the Stock
Purchase Agreement shall be effective unless it shall be in writing and signed
and delivered by the other party;

      WHEREAS, Fund III and the Selling Stockholder have agreed to amend the
Stock Purchase Agreement to provide that Fund II shall become a party thereto;

      NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:

1. DEFINITIONS. CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION ARE USED AS
DEFINED IN THE STOCK PURCHASE AGREEMENT, UNLESS OTHERWISE INDICATED HEREIN.

2. Amendments to Stock Purchase Agreement.

      (a) THE STOCK PURCHASE AGREEMENT IS HEREBY AMENDED TO PROVIDE THAT
REFERENCES THEREIN TO THE TERM "PURCHASER" SHALL BE REFERENCES TO BOTH FUND II
AND FUND III.

      (b) SECTION 1(a) IS HEREBY AMENDED TO READ AS FOLLOWS:

      "Subject to the terms and conditions herein, the Selling Stockholder shall
sell to Fund II and Fund III, and Fund II and Fund III shall each purchase from
the Selling Stockholder at the Closing (defined below), 241,419 and 3,920,975
shares (the "Purchased Shares"), respectively, of the common stock, par value
$0.01 per share ("Common Stock"), of Safety Components, free and clear of all
security interests, liens or encumbrances other than those imposed by the
applicable securities laws. In consideration for the Purchased Shares, at
Closing, the Purchaser shall pay the Selling Stockholder a purchase price in
immediately available funds of U.S. $12.30 per share, or U.S. $51,197,446 in the
aggregate (the "Purchase Price"). The sale, assignment and transfer of the
Purchased Shares will be made without recourse, representation or warranty of
any kind by the Selling Stockholder, express or implied, except as expressly set
forth herein."

3. Joinder. In consideration of this Amendment, Fund II hereby agrees to become
a party to the Stock Purchase Agreement, as amended by this Amendment, and shall
severally be fully bound by and subject to all of the covenants, terms and
provisions of each such agreement as a "Purchaser," and as though an original
party thereto. The undersigned, as of the date hereof, hereby severally makes
the same representations and warranties made by Fund III in the Stock Purchase
Agreement.

4. Miscellaneous. Except as expressly amended and modified hereby, the Stock
Purchase Agreement is hereby ratified and reaffirmed in all respects and all the
terms and provisions thereof shall be and remain in full force and effect. The
section and other headings in this Amendment are inserted solely as a matter of
convenience and for reference, are not a part of this Amendment, and shall not
be deemed to affect the meaning or interpretation of this Amendment. This
Amendment may be signed in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument. This Amendment may be executed by facsimile signature transmitted to
any other party by electronic transmission. The parties shall be bound by a
facsimile signature once transmitted to another party. The latter transmission
of an originally executed copy of any such document shall not invalidate any
signature previously given by electronic transmission. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of New York
without reference to conflict of laws principles.

                                       11
<PAGE>

         IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Amendment as of the date first above written.

                             WLR RECOVERY FUND II, L.P.

                                  By:   WLR Recovery Associates, II
                                        LLC, as its General Partner

                                  By: /s/ David H. Storper
                                      -----------------------
                                      David H. Storper
                                      Principal Member

                             WLR RECOVERY FUND III, L.P.

                                  By:   WLR Recovery Associates, III
                                        LLC, as its General Partner

                                  By: /s/ David H. Storper
                                      --------------------
                                      David H. Storper
                                      Principal Member

                             ZAPATA CORPORATION

                             By:  /s/  Leonard DiSalvo
                                  --------------------
                             Name:  Leonard DiSalvo
                             Title:    CFO

                             Witness   /s/ Scott Mulcahy
                                       -----------------

                                       12