THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF
SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE
SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND
QUALIFICATION.
PAYMENT OF THE INDEBTEDNESS EVIDENCED BY THIS SECURITY, INCLUDING PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST, IS SUBJECT TO THE TERMS AND CONDITIONS OF AN
INTERCREDITOR AGREEMENT DATED OF EVEN DATE HEREWITH BETWEEN XXXXXX XXXXXXXXX
CAPITAL PARTNERS II, L.P., AS THE INITIAL HOLDER OF THIS SECURITY, AND THE CIT
GROUP/BUSINESS CREDIT, INC. A COPY OF SUCH INTERCREDITOR AGREEMENT MAY BE
OBTAINED FROM THE ISSUER UPON REQUEST.
THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (OID).
PURSUANT TO TREASURY REGULATION SECTION 1.1275-3(b)(1), XXXXX X. XXXX, A
REPRESENTATIVE OF THE ISSUER, WILL, BEGINNING TEN DAYS AFTER THE ISSUE
DATE OF THIS SECURITY, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON
REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION SECTION 1.1275-
3(b)(1)(i). XX. XXXX MAY BE REACHED AT TELEPHONE NUMBER (000) 000-0000.
SECURED SENIOR NOTE DUE 2000
$5,000,000.00 December 31, 1999
FOR VALUE RECEIVED, SIMULA, INC., an Arizona corporation (the
"COMPANY"), SIMULA SAFETY SYSTEMS, INC., an Arizona corporation ("SSSI"), SIMULA
TRANSPORTATION EQUIPMENT CORPORATION (formerly known as Intaero, Inc.), an
Arizona corporation ("SIMTECH"), AIRLINE INTERIORS, INC., an Arizona corporation
("AIRLINE INTERIORS"), ARTCRAFT INDUSTRIES CORP., an Arizona corporation
("ARTCRAFT INDUSTRIES"), SIMULA COMPOSITES CORPORATION (formerly known as
Viatech, Inc.), a Delaware corporation ("COMPOSITES"), SIMULA AUTOMOTIVE SAFETY
DEVICES, INC., an Arizona corporation ("SASD"), SIMULA TECHNOLOGIES, INC., an
Arizona corporation ("STI"), INTERNATIONAL CENTER FOR SAFETY EDUCATION, INC., an
Arizona corporation ("ICSE"), SIMULA POLYMER SYSTEMS, INC., an Arizona
corporation ("POLYMER"), SIMULA AUTOMOTIVE SAFETY DEVICES LIMITED, a company
organized and existing under the laws of the United Kingdom ("SIMULA AUTOMOTIVE
TERM A NOTE
UK"), and CCEC CAPITAL CORP., an Arizona corporation ("CCEC" and, together with
the Company, SSSI, SimTech, Airline Interiors, Artcraft Industries, Composites,
SASD, STI, ICSE, Polymer and Simula Automotive UK, the "COMPANY PARTIES"),
hereby jointly and severally promise to pay to the order of XXXXXX XXXXXXXXX
CAPITAL PARTNERS II, L.P., a California limited partnership (the "PURCHASER"),
or any registered assigns (including the Purchaser, the "HOLDER"), the sum of
FIVE MILLION DOLLARS ($5,000,000.00) in immediately available funds and in
lawful money of the United States of America, together with interest thereon,
all as provided in this Secured Senior Note Due 2000 (this "NOTE"). This Note is
being issued in connection with the consummation of the transactions
contemplated by the Securities Purchase Agreement dated of even date herewith
among the Company Parties and the Purchaser (as it may be amended, supplemented
or otherwise modified and in effect from time to time, the "SECURITIES PURCHASE
AGREEMENT"). All capitalized terms used and not otherwise defined in this Note
shall have the meanings set forth in the Securities Purchase Agreement.
The Indebtedness evidenced by this Note, including the payment of
principal of, premium, if any, interest on and all other amounts owing under
this Note, shall rank PARI PASSU with all other Senior Indebtedness of the
Company Parties. Without limiting the generality of the foregoing, the
Indebtedness evidenced by this Note shall constitute "Senior Indebtedness" as
such term is defined in the Indenture dated as of April 1, 1997, among the
Company, the "Subsidiary Guarantors" (as such term is defined therein) and Bank
One, Columbus, NA, as trustee thereunder.
1. PAYMENT OF INTEREST; DEFAULT RATE. So long as no Default or
Event of Default shall have occurred and be continuing, the Company Parties
jointly and severally agree to pay interest in cash on the unpaid principal
balance of this Note from the date hereof until fully paid at a rate per annum
equal to fifteen percent (15.0%). Interest on this Note shall be payable
monthly in arrears on the last Business Day of each calendar month (or portion
thereof), commencing on January 31, 2000 (each an "INTEREST PAYMENT DATE").
Interest shall be computed on the basis of the actual number of days elapsed
over a 360-day year, including the first and the last day.
If any Default or Event of Default shall occur and be
continuing, then, in addition to the rights and remedies available to the
Holder under the Securities Purchase Agreement, this Note, the other Investment
Documents and Applicable Laws, the Company Parties jointly and severally agree
to pay interest in cash on the unpaid principal balance of, premium, if any,
accrued and unpaid interest on, and all other amounts owing under this Note at
a rate per annum (the "DEFAULT RATE") equal to fifteen percent (15.0%), PLUS
two percent (2.0%) during the first sixty (60) days that such Default or Event
of Default remains uncured or unwaived and, thereafter, such rate shall further
increase by one percent (1.0%) per annum over the applicable rate during the
first sixty (60) day period or subsequent thirty (30) day
2
TERM A NOTE
period, as the case may be, for each additional thirty (30) days that such
Default or Event of Default remains uncured or unwaived.
2. PAYMENT OF PRINCIPAL; MATURITY DATE. The Company Parties
jointly and severally agree to pay in full the entire outstanding principal
balance of this Note, outstanding premium, if any, accrued and unpaid interest
and all other unpaid amounts owing under this Note on September 30, 2000 (the
"MATURITY DATE").
3. [INTENTIONALLY OMITTED.]
4. MANDATORY PREPAYMENTS. In addition to the mandatory
prepayments required to be made by the Company pursuant to SECTION 5:
(a) ASSET SALES. If at any time any Company Party intends to
consummate any Asset Sale (including, without limitation, any Asset Sale
involving the sale of the Voting Stock, or all or substantially all of the
assets, of any of its Subsidiaries) in any Fiscal Year (which Asset Sale, when
taken together with any other Asset Sales in the same Fiscal Year, exceeds
aggregate proceeds of $25,000), it shall, within ten (10) Business Days prior to
the proposed date of consummation of such Asset Sale, notify the Holder in
writing of the proposed Asset Sale (including, without limitation, the subject
matter and the material terms thereof and the proposed date of consummation) and
the proposed use of the proceeds to be derived from such Asset Sale. Within two
(2) Business Days following the Holder's receipt of such written notice, the
Holder may, by written notice furnished to the Company, direct the applicable
Company Party to apply all Net Available Cash derived from such Asset Sale to
prepay the outstanding principal balance of, premium, if any, and accrued and
unpaid interest on this Note. If the Holder directs such Company Party to make
the mandatory prepayment contemplated by this SECTION 4(a), such Company Party
shall make such prepayment within one (1) Business Day following the receipt of
the Net Available Cash derived from such Asset Sale.
In addition, to the extent that any Company Party receives any
cash or cash equivalents upon the sale, conversion, collection or other
liquidation of any non-cash proceeds from such Asset Sale, the Company shall
notify the Holder in writing within two (2) Business Days of such receipt. The
Holder may, within five (5) Business Days after receipt of such written notice,
direct such Company Party (by written notice furnished to the Company) to make a
mandatory prepayment under this SECTION 4(a) with such cash or cash equivalents
and, if the Holder so directs such Company Party, such Company Party shall make
such mandatory prepayment within one (1) Business Day following its receipt of
the Holder's notice.
(b) [INTENTIONALLY OMITTED.]
3
TERM A NOTE
The mandatory prepayments provided for in this SECTION 4 shall
be paid at 100.0% (I.E., without premium) of the principal amount required to be
prepaid, and shall be accompanied by the payment of any accrued and unpaid
interest on, and other amounts owing under, this Note through the date of
prepayment, all as provided for above.
5. CHANGE IN CONTROL. If a Change in Control shall occur at any
time, the Holder may, at its sole election, require the Company Parties to
prepay this Note, in whole or in part, at any time during the one hundred and
eighty (180) day period following the occurrence of the Change in Control, at
102.0% of the principal balance of this Note, PLUS all accrued and unpaid
interest on, and other amounts owing under, this Note through the date of
prepayment. The Company shall notify the Holder in writing, if possible, of any
Change in Control at least five (5) days prior to the date that such Change in
Control is scheduled to occur. The Company shall also notify the Holder of the
date on which any Change in Control shall have actually occurred within one (1)
Business Day after such date and shall inform the Holder, in such notification,
of the Holder's right to require the Company Parties to prepay this Note as
provided in this SECTION 5 and of the date on which such right shall terminate.
If the Holder elects to require the Company Parties to prepay this Note
pursuant to this SECTION 5, it shall furnish a written notice to the Company
advising the Company of such election and the outstanding principal balance
hereof, premium, accrued and unpaid interest and all other amounts to be
prepaid. The Company Parties jointly and severally agree to prepay this Note in
accordance with this SECTION 5, SECTION 7 and such written notice within one
(1) Business Day after its receipt of such written notice.
6. HOLDER ENTITLED TO CERTAIN BENEFITS. This Note is one of the
"Notes" referred to in, and the Holder is entitled to the rights and benefits
under, the Securities Purchase Agreement, including, without limitation, the
right to accelerate the outstanding principal balance of, premium, if any,
accrued and unpaid interest on, and all other amounts owing under this Note
upon the occurrence of an Event of Default. In addition, this Note is secured
by the "Collateral" referred to in the Collateral Documents and is guaranteed
by the Subsidiary Guarantors under the Guaranty.
7. MANNER OF PAYMENT. Payments of principal, interest and other
amounts due under this Note shall be made no later than 2:00 p.m. (noon) (Los
Angeles time) on the date when due and in lawful money of the United States of
America and (by wire transfer in funds immediately available at the place of
payment) to such account as the Holder may designate in writing to the Company
and, if to the Purchaser, to: Bank of America, Century City, Private Banking,
0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000; ABA No. 000000000;
Account No. 1154603239; Attention: Xxxxxx Xxxxxxx (or such other place of
payment as the Purchaser may designate in writing). All such payments shall be
made without any deduction whatsoever, including, without limitation, any
deduction for set-off, recoupment, counterclaim or taxes. Any payments received
after 2:00 p.m. (noon) (Los Angeles time) shall be deemed
4
TERM A NOTE
to have been received on the next succeeding Business Day. Any payments due
hereunder which are due on a day which is not a Business Day shall be payable on
the immediately preceding Business Day, together with all accrued and unpaid
interest through the actual due date of payment.
8. MAXIMUM LAWFUL RATE OF INTEREST. The rate of interest payable
under this Note shall in no event exceed the maximum rate permissible under
Applicable Law. If the rate of interest payable on this Note is ever reduced as
a result of this SECTION 8 and at any time thereafter the maximum rate
permitted under Applicable Law exceeds the rate of interest provided for in
this Note, then the rate provided for in this Note shall be increased to the
maximum rate provided for under Applicable Law for such period as is required
so that the total amount of interest received by the Holder is that which would
have been received by the Holder but for the operation of the first sentence of
this SECTION 8.
9. WAIVERS. Each Company Party hereby waives presentment for
payment, demand, protest, notice of protest and notice of dishonor, and all
other notices of any kind whatsoever to which it may be entitled under
Applicable Law or otherwise, except for notices to which the Company Parties
are expressly entitled under this Note.
10. REGISTRATION OF NOTES. Each Company Party shall maintain at
its principal executive office a register in which it shall register this Note,
any Assignments of this Note or any other notes issued hereunder and any other
notes issued upon surrender hereof and thereof. At the option of the Holder,
this Note may be exchanged for one or more new notes of like tenor in the
principal denominations requested by the Holder, and the Company Parties shall,
within three (3) Business Days after the surrender of this Note at the
Company's principal executive offices, deliver to the Holder such new note or
notes. In addition, each Assignment of this Note, in whole or in part, shall be
registered on the register immediately following the surrender of this Note at
the Company's principal executive offices. The Company may require the Holder,
as a condition to the registration of any Assignment hereunder, to represent
and warrant to the Company that the Assignment complies with applicable federal
or state securities laws and to deliver an opinion of its legal counsel to such
effect.
11. PERSONS DEEMED OWNERS; PARTICIPATIONS. Prior to due
presentment for registration of any Assignment, the Company Parties may treat
the Person in whose name any Note is registered as the owner and Holder of such
Note for all purposes whatsoever, and the Company Parties shall not be affected
by notice to the contrary. Subject to the preceding sentence, the Holder may
grant to any other Person participations from time to time in all or any part
of this Note on such terms and conditions as may be determined by the Holder in
its sole and absolute discretion, subject to applicable federal and state
securities laws. Notwithstanding anything to the contrary contained herein or
otherwise, nothing in this Note, the Securities Purchase Agreement or any other
Investment Document or otherwise shall
5
TERM A NOTE
confer upon the participant any rights in the Securities Purchase Agreement or
any other Investment Document, and the Holder shall retain all rights with
respect to the administration, waiver, amendment, collection and enforcement of,
compliance with and consent to the terms and provisions of this Note, the
Securities Purchase Agreement and any other Investment Document.
In addition, the Holder may, without the consent of the
participant, give or withhold its consent or agreement to any amendments to or
modifications of this Note, the Securities Purchase Agreement or any other
Investment Document, waive any of the provisions hereof or thereof or exercise
or refrain from exercising any other rights or remedies which the Holder may
have under this Note, the Securities Purchase Agreement, any other Investment
Document or otherwise. Notwithstanding the foregoing, the Holder will not agree
with the Company Parties, without the prior written consent of the participant
(which consent shall be given or affirmatively withheld not later than three (3)
Business Days after the Holder's written request therefor): (a) to reduce the
principal of or rate of interest on this Note or (b) to postpone the date fixed
for payment of principal of or interest on the Indebtedness evidenced by this
Note. If the participant does not timely reply to the Holder's request for such
consent, the participant shall be deemed to have consented to such agreement and
the Holder may take such action in such manner as the Holder determines in the
exercise of its independent business judgment.
12. ASSIGNMENT AND TRANSFER. Subject to Applicable Law, the
Holder may, at any time and from time to time and without the consent of any
Company Party, assign or transfer to one or more Persons all or any portion of
this Note or any portion thereof (but not less than $500,000 in principal
amount in any single assignment (unless such lesser amount represents the
entire outstanding principal balance hereof)). Upon surrender of this Note at
the Company's principal executive office for registration of any such
assignment or transfer, accompanied by a duly executed instrument of transfer,
the Company Parties shall, at their expense and within three (3) Business Days
of such surrender, execute and deliver one or more new notes of like tenor in
the requested principal denominations and in the name of the assignee or
assignees and bearing the legend set forth on the face of this Note, and this
Note shall promptly be canceled. If the entire outstanding principal balance of
this Note is not being assigned, the Company Parties shall issue to the Holder
hereof, within three (3) Business Days of the date of surrender hereof, a new
note which evidences the portion of such outstanding principal balance not
being assigned. If this Note is divided into one or more Notes and is held at
any time by more than one Holder, any payments of principal of, premium, if
any, and interest or other amounts on this Note which are not sufficient to pay
all interest or other amounts due thereunder, shall be made PRO RATA with
respect to all such Notes in accordance with the outstanding principal amounts
thereof, respectively.
6
TERM A NOTE
13. LOSS, THEFT, DESTRUCTION OR MUTILATION OF THIS NOTE. Upon
receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note and, in the case of any such
loss, theft or destruction, upon receipt of an indemnity agreement or other
indemnity reasonably satisfactory to the Company or, in the case of any such
mutilation, upon surrender and cancellation of such mutilated Note, the
Company Parties shall issue and deliver within three (3) Business Days a new
Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.
14. COSTS OF COLLECTION. The Company Parties jointly and severally
agree to pay to the Holder all costs and expenses, including the fees and
expenses of all attorneys, accountants and other experts retained by the
Holder, which are expended or incurred by or on behalf of the Holder in
connection with (a) the collection and enforcement of this Note, whether or
not any action, suit or other proceeding is commenced; (b) any actions for
declaratory relief in any way related to this Note or the Indebtedness
evidenced hereby; (c) the protection or preservation of any rights or
remedies of the Holder under this Note; (d) any actions taken by the Holder
in negotiating any amendment, waiver, consent or release of or under this
Note; (e) any actions taken in reviewing the Company's or any of its
Subsidiaries' financial affairs if any Default or Event of Default shall have
occurred or the Holder shall have determined in good faith that a Default or
an Event of Default may likely occur, which actions shall include, but not be
limited to, the following: (i) inspect the facilities of the Company and its
Subsidiaries or conduct audits or appraisals of the financial condition of
the Company and its Subsidiaries; (ii) have an accounting or other firm
selected by the Holder review the books and records of the Company and any of
its Subsidiaries and perform a thorough and complete examination thereof;
(iii) interview the Company's and each of its Subsidiaries' employees,
attorneys, accountants, customers and any other Persons related to the
Company or such Subsidiaries which the Holder believes may have relevant
information concerning the business, condition (financial or otherwise),
results of operations or prospects of the Company or any of its Subsidiaries;
and (iv) undertake any other action which the Holder believes is necessary to
assess accurately the financial condition and prospects of the Company and/or
its Subsidiaries; (f) any refinancing, restructuring (whether in the nature
of a "work out" or otherwise), bankruptcy or insolvency proceeding involving
the Company, any of its Subsidiaries or any other Affiliate of the Company
that is guarantying or otherwise securing the payment and performance of this
Note; (g) any actions taken to verify, maintain, perfect and protect any Lien
granted to the Holder to secure repayment of this Note; or (h) any effort by
the Holder to protect, assemble, complete, collect, sell, liquidate or
otherwise dispose of any Collateral, including in connection with any case
under Bankruptcy Law. The Company Parties hereby consent to the taking of the
foregoing actions by the Holder.
7
TERM A NOTE
15. EXTENSION OF TIME. The Holder may, at its sole option, extend
the time for payment of this Note, postpone the enforcement hereof, or grant
any other indulgence without affecting or diminishing the Holder's right to
full recourse against the Company Parties hereunder, which right is expressly
reserved.
16. NOTATIONS. Before disposing of this Note or any portion
thereof, the Holder may make a notation thereon (or on a schedule attached
thereto) of the amount of all principal payments previously made by the
Company Parties with respect thereto.
17. GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE (WITHOUT
REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAW PROVISIONS THEREOF) AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
18. CAPTIONS; CONSTRUCTION AND INTERPRETATION. The captions
contained in this Note are for convenience of reference only, do not
constitute a part of this Note and are not to be considered in construing or
interpreting this Note. The Company Parties and the Holder have each been
represented by counsel in the negotiation and drafting of this Note, and
neither the Company Parties nor the Holder nor their respective counsel shall
be deemed the drafter of this Note for purposes of construing the provisions
of this Note. All provisions of this Note shall be construed in accordance
with their fair meaning, and not strictly for or against the Company Parties
or the Holder.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
8
TERM A NOTE
19. WAIVER OF JURY TRIAL. EACH COMPANY PARTY AND THE HOLDER (BY
ACCEPTANCE THEREOF) HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION,
SUIT OR OTHER PROCEEDING BROUGHT TO RESOLVE ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATING TO THIS NOTE, ANY OTHER INVESTMENT DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, REGARDLESS OF WHICH PARTY
INITIATES SUCH ACTION, SUIT OR OTHER PROCEEDING.
IN WITNESS WHEREOF, the Company Parties have caused this Note
to be executed and delivered by its or their duly authorized representatives
on the date first above written.
SIMULA, INC., an Arizona corporation
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Xxxxx X. Xxxx
Executive Vice President and Chief
Financial Officer
By: /s/ Xxxx X. Xxxxxx
------------------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
SIMULA SAFETY SYSTEMS, INC., an Arizona
corporation
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Xxxxx X. Xxxx
Vice President and Treasurer
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
9
TERM A NOTE
SIMULA TRANSPORTATION EQUIPMENT
CORPORATION (formerly known as Intaero, Inc.), an
Arizona corporation
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Xxxxx X. Xxxx
Vice President and Treasurer
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
AIRLINE INTERIORS, INC., an Arizona corporation
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Xxxxx X. Xxxx
Vice President and Treasurer
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
ARTCRAFT INDUSTRIES CORP., an Arizona corporation
By: /s/ Xxxxx X. Xxxx
-----------------------------------------
Xxxxx X. Xxxx
Vice President and Treasurer
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
10
TERM A NOTE
SIMULA COMPOSITES CORPORATION (formerly
known as Viatech, Inc.), a Delaware corporation
By: /s/ Xxxxx X. Xxxx
----------------------------------
Xxxxx X. Xxxx
Vice President and Treasurer
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
SIMULA AUTOMOTIVE SAFETY DEVICES, INC., an
Arizona corporation
By: /s/ Xxxxx X. Xxxx
----------------------------------
Xxxxx X. Xxxx
Vice President and Treasurer
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
SIMULA TECHNOLOGIES, INC., an Arizona
corporation
By: /s/ Xxxxx X. Xxxx
----------------------------------
Xxxxx X. Xxxx
Vice President and Treasurer
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
11
TERM A NOTE
INTERNATIONAL CENTER FOR SAFETY
EDUCATION, an Arizona corporation
By: /s/ Xxxxx X. Xxxx
----------------------------------
Xxxxx X. Xxxx
Vice President and Treasurer
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
SIMULA POLYMER SYSTEMS, INC., an Arizona
corporation
By: /s/ Xxxxx X. Xxxx
----------------------------------
Xxxxx X. Xxxx
Vice President and Treasurer
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
SIMULA AUTOMOTIVE SAFETY DEVICES LIMITED,
a company organized and existing under the
laws of the United Kingdom
By: /s/ Xxxxx X. Xxxx
----------------------------------
Xxxxx X. Xxxx
Vice President and Treasurer
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
12
TERM A NOTE
CCEC CAPITAL CORP., an Arizona corporation
By: /s/ Xxxxx X. Xxxx
----------------------------------
Xxxxx X. Xxxx
Vice President and Treasurer
By: /s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
13
TERM A NOTE
