EXHIBIT 10.41C
THE CIT GROUP/ BUSINESS CREDIT, INC.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dated as of
October 22, 2002
SIMULA, INC. AND SUBSIDIARIES
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Re: Amendment Number Seven to Financing Agreement
Ladies and Gentlemen:
Reference is made to the Financing Agreement between The CIT Group/Business
Credit, Inc. as lender thereunder ("CITBC"), and Simula, Inc. and its
subsidiaries, as borrowers thereunder (collectively, the "Companies"), dated as
of December 31, 1999, as the same may be amended from time to time (the
"Financing Agreement"). Initially capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Financing Agreement.
The Companies have requested to modify and amend certain provisions of the
Financing Agreement and CITBC has agreed to do so subject to the terms hereof.
Therefore, pursuant to mutual agreement, it is hereby agreed as follows:
I. AMENDMENT TO DEFINITION OF REVENUE IN EXCESS OF BILLING LOAN CAP. Upon the
satisfaction of the conditions set forth herein, the definition of Revenue in
Excess of Billing Loan Cap set forth in Section 1 of the Financing Agreement
shall be amended and replaced in its entirety by the following:
REVENUE IN EXCESS OF BILLING LOAN CAP shall mean $3,500,000, from
September 30, 2002 through and including December 31, 2002, $3,000,000
commencing January 1, 2002 through and including March 31, 2003,
$2,500,000 commencing April 1, 2003 through and including June 30, 2003,
$2,000,000 commencing July 1, 2003 through and including August 31, 2003,
and $1,500,000 commencing September 1, 2003 and thereafter, provided,
however that in the event that the sale of SASD is consummated, the
definition of Revenue in Excess of Billing Loan Cap shall mean $0.
II. AMENDMENT TO REVOLVING LOANS. Upon the satisfaction of the conditions set
forth herein, Paragraph 1 of Section 3 of the Financing Agreement shall be
amended and replaced in its entirety by the following:
1. CITBC agrees, subject to the terms and conditions of this Financing
Agreement from time to time, and within x) the Availability and y) the
Line of Credit, but subject to CITBC's right to make "overadvances", to
make loans and advances to each of the Companies on a revolving basis
(i.e. subject to the limitations set forth herein, the Companies may
borrow, repay and re-borrow Revolving Loans). Such loans and advances
to each Company shall be in amounts up to the sum of: a) outstanding
Eligible Accounts Receivable of such Company multiplied by
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the Accounts Receivable Advance Percentage, plus b) the lesser of (x)
the Revenue in Excess of Billing Loan Cap and (y) outstanding Revenue
in Excess of Billing of such Company multiplied by the Revenue in
Excess of Billing Advance Percentage, plus c) the lesser of (x) the
Inventory Loan Cap and (y) the aggregate value of Eligible Inventory of
such Company as determined at the lower of cost or market multiplied by
the Inventory Advance Percentage. Each request shall constitute, unless
otherwise disclosed in writing to CITBC, a representation and warranty
by the Companies that (i) after giving effect to the requested advance,
no Default or Event of Default has occurred and (ii) such requested
Revolving Loan is within the Line of Credit and Availability. All
requests for loans and advances must be received by an officer of CITBC
no later than 1:00 p.m., New York time, of the day on which such loans
and advances are required. Should CITBC for any reason honor requests
for advances in excess of the limitations set forth herein, such
advances shall be considered "overadvances" and shall be made in
CITBC's sole discretion, subject to any additional terms CITBC deems
necessary.
III. GENERAL TERMS.
0.Xx the extent any of the terms and provision of the Financing Agreement
and/or the Loan Documents conflict or are inconsistent with the terms
hereof, the terms of this Amendment shall govern.
2.The effectiveness of the modifications set forth in this Amendment is
expressly conditioned upon:
(e) receipt by CITBC of an executed counterpart of this Amendment
executed by the Companies;
(f) receipt by CITBC of payment in full of all fees and expenses of
CITBC incurred in connection with this Amendment and Waiver; and
(g) the receipt by CITBC of evidence satisfactory to CITBC, in its sole
discretion, that Allied Capital Corporation has consented to the
modifications set forth herein, as prescribed by the terms of the
Intercreditor Agreement, on terms satisfactory to CITBC, in its sole
discretion.
4.This Amendment may be executed in two (2) or more counterparts, each of
which shall constitute an original but all of which when taken together
shall constitute but one (1) agreement, and shall become effective when
copies hereof which, when taken together, bear the original signatures
of each of the parties hereto are delivered to CITBC.
Except as set forth herein no other amendment, waiver, consent or change in the
terms or provisions of the Financing Agreement or any other Loan Document is
intended or implied. By execution hereof, the Companies represent and warrant to
CITBC that, except as disclosed to CITBC, no material adverse change has
occurred in the financial condition, business, prospects, profits, operations or
assets of the Companies. If the foregoing is in accordance with your
understanding, please so indicate by signing and returning the enclosed copy of
this Amendment.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------
Title: Vice President
-----------------------------------
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AGREED:
SIMULA, INC.,
an Arizona corporation
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Title: Vice President and CFO
-----------------------------
SAI CAPITAL CORP.,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Title: President
-----------------------------
AI CAPITAL CORP.,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Title: President
-----------------------------
SIMULA TRANSPORTATION EQUIPMENT CORPORATION,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Title: President
-----------------------------
INTERNATIONAL CENTER FOR
SAFETY EDUCATION, INC.,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Title: Secretary
-----------------------------
SIMULA AUTOMOTIVE SAFETY
DEVICES, INC.,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Title: Secretary
-----------------------------
SIMULA COMPOSITES CORPORATION,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Title: President
-----------------------------
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SIMULA POLYMER SYSTEMS, INC.,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Title: Secretary
-----------------------------
SIMULA SAFETY SYSTEMS, INC.,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Title: Assistant Secretary
-----------------------------
SIMULA TECHNOLOGIES, INC.
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Title: Secretary
-----------------------------
SIMULA AUTOMOTIVE SAFETY
DEVICES, LIMITED,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Title: Secretary
-----------------------------
CCEC CAPITAL CORP.,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------
Title: President
-----------------------------
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