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Exhibit 4.10a
AMENDMENT
NO. 3
(OCTOBER 31, 1999)
TO SUPPLEMENT NO. 2
TO
INDENTURE
DATED AS OF DECEMBER 17, 1993
BY AND AMONG
SIMULA, INC.
AS ISSUER
THE SUBSIDIARY GUARANTORS
AS GUARANTORS
AND
BANK ONE TRUST COMPANY, NA
AS TRUSTEE
SERIES C 10% SENIOR SUBORDINATED CONVERTIBLE NOTES
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AMENDMENT NO. 3
TO SUPPLEMENT NO. 2
This amendment ("Amendment") is dated as of October 31, 1999, among
Simula, Inc., an Arizona corporation (hereinafter the "Company"), having its
principal office at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx
00000; and Simula Safety Systems, Inc., Intaero, Inc., Airline Interiors, Inc.,
Artcraft Industries Corp., Simula Automotive Safety Devices, Inc., Simula
Technologies, Inc., International Center for Safety Education, Inc., all Arizona
corporations, and Simula Composites Corporation, a Delaware corporation
(hereinafter the "Subsidiary Guarantors"), having the same principal office as
the Company; and Bank One Trust Company, NA, having its principal office at
Corporate Trust Client Service Group, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx
00000-0000, as trustee (hereinafter the "Trustee").
R E C I T A L S
Pursuant to Article 9 and Article 14 of the Company's indenture, dated
as of December 17, 1993 ("Indenture"), and Amended and Restated Supplement No.
2, dated as of September 12, 1996 ("Supplement No. 2"), the Company issued its
Series C 10% Senior Subordinated Convertible Notes due 1999 ("Notes").
The Notes were scheduled to mature on September 15, 1999. Holders of
the Notes ("Noteholders") were given the option to extend the maturity date of
their Notes until October 31, 1999 in exchange for a payment of interest from
the period extending from September 15, 1999 until October 31, 1999 at a rate of
15% per annum.
The Company desires to those current holders of the Notes
("Noteholders") the option to extend the maturity date of their Notes until
December 31, 1999, in exchange for a payment of interest from the period
extending from October 31, 1999 until December 31, 1999 at a rate of 15% per
annum, and an extension payment in the amount of Forty Thousand Dollars
($40,000).
All things necessary to make this Amendment a valid agreement of the
Company and the Subsidiary Guarantors, in accordance with their and its terms,
have been done.
NOW THEREFORE, for and in consideration of the foregoing, it is
mutually covenanted and agreed, for the benefit of the holders of the Notes, as
follows:
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MODIFICATIONS TO SUPPLEMENT NO. 2
1.1 Capitalized Terms. All capitalized terms not otherwise defined
herein shall have the meaning given in Supplement No. 2.
1.2 Extension of Maturity. On or before October 31, 1999, a Holder may
elect to extend the Series C Notes Stated Maturity until December 31, 1999.
Accrued interest due and payable as of October 31, 1999 shall be paid to Holder.
Any Notes extended shall bear interest at the rate of 15% per annum during the
period extending from October 31, 1999 until December 31, 1999 and shall further
entitle the
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Holder thereof to an extension payment of Forty Thousand Dollars ($40,000) upon
the Series C Notes Stated Maturity. In the event the Company completes a public
or private financing or a sale of assets prior to the Series C Notes Stated
Maturity, the Company shall apply the proceeds from such financing or sale to
pay down the Company's indebtedness under the Notes.
1.3 No Further Modifications. With the exception of the foregoing, no
other modifications have been made to the terms of the Series C Notes as
described in Supplement No. 2, and all other provisions of Supplement No. 2
remain unchanged as stated therein.
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STEPS TO EFFECT CHANGE
Authority Under Indenture. Pursuant to Article 9.2 of the Indenture,
the foregoing changes require the consent of Holders of not less than a majority
in principal amount of the Outstanding Notes by Act of said Holders and the
authorization by a Board Resolution. Both requirements have been met.
IN WITNESS WHEREOF, SIMULA, INC., SIMULA SAFETY SYSTEMS, INC., INTAERO,
INC., AIRLINE INTERIORS, INC., ARTCRAFT INDUSTRIES CORP., SIMULA AUTOMOTIVE
SAFETY DEVICES, INC., SIMULA TECHNOLOGIES, INC., INTERNATIONAL CENTER FOR SAFETY
EDUCATION, INC. and SIMULA COMPOSITES CORPORATION have each caused this
Supplement to be signed in their respective corporate names by their respective
authorized officers and Bank One Trust Company, NA, Trustee, has caused this
Supplemental Indenture to be executed in its corporate name by one of its
authorized officers, all as of the date and year first above written.
SIMULA, INC., an Arizona corporation
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxx, Executive Vice President and
Secretary
BANK ONE TRUST COMPANY, NA
as Trustee
By /s/ Xxxxx X. Xxxx
-------------------------------------------------
Trust Officer
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SUBSIDIARY GUARANTORS:
SIMULA SAFETY SYSTEMS, INC.,
an Arizona corporation
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxx, Assistant Secretary
INTAERO, INC., an Arizona corporation
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxx, Assistant Secretary
AIRLINE INTERIORS, INC., an Arizona corporation
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxx, Assistant Secretary
ARTCRAFT INDUSTRIES CORP.,
an Arizona corporation
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxx, Assistant Secretary
SIMULA AUTOMOTIVE SAFETY DEVICES, INC.
an Arizona corporation
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxx, Assistant Secretary
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SIMULA TECHNOLOGIES, INC., an Arizona corporation
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxx, Assistant Secretary
INTERNATIONAL CENTER FOR SAFETY
EDUCATION, INC., an Arizona corporation
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxx, Assistant Secretary
SIMULA COMPOSITES CORPORATION, a Delaware corporation
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxx, Assistant Secretary
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STATE OF Arizona )
) ss.
County of Maricopa )
On this 1st day of November, 1999, before me, a Notary Public in and
for said county and state, personally appeared Xxxxxxx X. Xxxxx, to me
personally known and known to me to be the same person who executed the within
and foregoing instrument, who, being by me duly sworn, did depose, acknowledge
and say that he is the Executive Vice President and Secretary of SIMULA, INC.,
one of the corporations described in and which executed the foregoing
instrument; that said instrument was executed on behalf of said corporation by
authority of its Board of Directors; and he acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation by it
voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
1st day of November, 1999.
/s/ Xxxxxx Xxxxxxx
----------------------------------
Notary Public
(Seal)
STATE OF Ohio )
) ss.
County of Franklin )
On this 1st day of November, 1999, before me, a Notary Public in and
for said county and state, personally appeared Xxxxx X. Xxxx to me personally
known and known to me to be the same person who executed the within and
foregoing instrument, who, being by me duly sworn, did depose, acknowledge and
say: That he/she is a Trust Officer of BANK ONE TRUST COMPANY, NA, one of the
corporations described in and which executed the foregoing instrument; that said
instrument was executed on behalf of said corporation by authority of its Board
of Directors; and he/she acknowledged the execution of said instrument to be the
voluntary act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
1st day of November, 1999.
/s/ Xxxxx X. Xxxxxxx
----------------------------------
Notary Public
(Seal)
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STATE OF Arizona )
) ss.
County of Maricopa )
On this 1st day of November, 1999, before me, a Notary Public in and
for said county and state, personally appeared Xxxxxxx X. Xxxxx to me personally
known and known to me to be the same person who executed the within and
foregoing instrument, who, being by me duly sworn, did depose, acknowledge and
say that he is the Assistant Secretary of SIMULA SAFETY SYSTEMS, INC., one of
the corporations described in and which executed the foregoing instrument; that
said instrument was executed on behalf of said corporation by authority of its
Board of Directors; and he acknowledged the execution of said instrument to be
the voluntary act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
1st day of November 1999.
/s/ Xxxxxx Xxxxxxx
----------------------------------
Notary Public
(Seal)
STATE OF Arizona )
) ss.
County of Maricopa )
On this 1st day of November, 1999, before me, a Notary Public in and
for said county and state, personally appeared Xxxxxxx X. Xxxxx to me personally
known and known to me to be the same person who executed the within and
foregoing instrument, who, being by me duly sworn, did depose, acknowledge and
say that he is the Assistant Secretary of INTAERO, INC., one of the corporations
described in and which executed the foregoing instrument; that said instrument
was executed on behalf of said corporation by authority of its Board of
Directors; and he acknowledged the execution of said instrument to be the
voluntary act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
1st day of November, 1999.
/s/ Xxxxxx Xxxxxxx
----------------------------------
Notary Public
(Seal)
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STATE OF Arizona )
) ss.
County of Maricopa )
On this 1st day of November, 1999, before me, a Notary Public in and
for said county and state, personally appeared Xxxxxxx X. Xxxxx to me personally
known and known to me to be the same person who executed the within and
foregoing instrument, who, being by me duly sworn, did depose, acknowledge and
say that he is the Assistant Secretary of AIRLINE INTERIORS, INC., one of the
corporations described in and which executed the foregoing instrument; that said
instrument was executed on behalf of said corporation by authority of its Board
of Directors; and he acknowledged the execution of said instrument to be the
voluntary act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
1st day of November, 1999.
/s/ Xxxxxx Xxxxxxx
----------------------------------
Notary Public
(Seal)
STATE OF Arizona )
) ss.
County of Maricopa )
On this 1st day of November, 1999, before me, a Notary Public in and
for said county and state, personally appeared Xxxxxxx X. Xxxxx to me personally
known and known to me to be the same person who executed the within and
foregoing instrument, who, being by me duly sworn, did depose, acknowledge and
say that he is the Assistant Secretary of SIMULA TECHNOLOGIES, INC., one of the
corporations described in and which executed the foregoing instrument; that said
instrument was executed on behalf of said corporation by authority of its Board
of Directors; and he acknowledged the execution of said instrument to be the
voluntary act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
1st day of November, 1999.
/s/ Xxxxxx Xxxxxxx
----------------------------------
Notary Public
(Seal)
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STATE OF Arizona )
) ss.
County of Maricopa )
On this 1st day of November, 1999, before me, a Notary Public in and
for said county and state, personally appeared Xxxxxxx X. Xxxxx to me personally
known and known to me to be the same person who executed the within and
foregoing instrument, who, being by me duly sworn, did depose, acknowledge and
say that he is the Assistant Secretary of ARTCRAFT INDUSTRIES CORP., one of the
corporations described in and which executed the foregoing instrument; that said
instrument was executed on behalf of said corporation by authority of its Board
of Directors; and he acknowledged the execution of said instrument to be the
voluntary act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
1st day of November, 1999.
/s/ Xxxxxx Xxxxxxx
----------------------------------
Notary Public
(Seal)
STATE OF Arizona )
) ss.
County of Maricopa )
On this 1st day of November, 1999, before me, a Notary Public in and
for said county and state, personally appeared Xxxxxxx X. Xxxxx to me personally
known and known to me to be the same person who executed the within and
foregoing instrument, who, being by me duly sworn, did depose, acknowledge and
say that he is the Assistant Secretary of SIMULA AUTOMOTIVE SAFETY DEVICES,
INC., one of the corporations described in and which executed the foregoing
instrument; that said instrument was executed on behalf of said corporation by
authority of its Board of Directors; and he acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation by it
voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
1st day of November, 1999.
/s/ Xxxxxx Xxxxxxx
----------------------------------
Notary Public
(Seal)
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STATE OF Arizona )
) ss.
County of Maricopa )
On this 1st day of November, 1999, before me, a Notary Public in and
for said county and state, personally appeared Xxxxxxx X. Xxxxx to me personally
known and known to me to be the same person who executed the within and
foregoing instrument, who, being by me duly sworn, did depose, acknowledge and
say that he is the Assistant Secretary of INTERNATIONAL CENTER FOR SAFETY
EDUCATION, INC., one of the corporations described in and which executed the
foregoing instrument; that said instrument was executed on behalf of said
corporation by authority of its Board of Directors; and he acknowledged the
execution of said instrument to be the voluntary act and deed of said
corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
1st day of November, 1999.
/s/ Xxxxxx Xxxxxxx
----------------------------------
Notary Public
(Seal)
STATE OF Arizona )
) ss.
County of Maricopa )
On this 1st day of November, 1999, before me, a Notary Public in and
for said county and state, personally appeared Xxxxxxx X. Xxxxx to me personally
known and known to me to be the same person who executed the within and
foregoing instrument, who, being by me duly sworn, did depose, acknowledge and
say that he is the Assistant Secretary of SIMULA COMPOSITES CORPORATION, one of
the corporations described in and which executed the foregoing instrument; that
said instrument was executed on behalf of said corporation by authority of its
Board of Directors; and he acknowledged the execution of said instrument to be
the voluntary act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
1st day of November, 1999.
/s/ Xxxxxx Xxxxxxx
----------------------------------
Notary Public
(Seal)
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