EXHIBIT 10.41A
THE CIT GROUP/ BUSINESS CREDIT, INC.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dated as of
September 26, 2001
Re: Amendment Number Three to Financing Agreement
SIMULA, INC. AND SUBSIDIARIES
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
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"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Financing
Agreement.
The Companies and CITBC wish to amend certain provisions of the Financing
Agreement.
Therefore, pursuant to mutual agreement, it is hereby agreed as follows:
I. AMENDMENT TO ADD DEFINITION OF ALLIED. Section 1 of the Financing
Agreement is hereby amended to add the following:
ALLIED shall mean Allied Capital Corporation, a Maryland
corporation.
II. AMENDMENT TO ADD DEFINITION OF ALLIED DEBT. Section 1 of the Financing
Agreement is hereby amended to add the following:
ALLIED DEBT shall mean the Indebtedness of Companies to Allied
arising in connection with the Allied Loan Documents.
III. AMENDMENT TO ADD DEFINITION OF ALLIED LOAN DOCUMENTS. Section 1 of the
Financing Agreement is hereby amended to add the following:
ALLIED LOAN DOCUMENTS shall mean that certain Loan Agreement,
dated September 26, 2001, among Allied and the Companies, and
the other Loan Documents as defined therein.
IV. AMENDMENT TO DEFINITION OF ANNIVERSARY DATE. The definition of
Anniversary Date set forth in Section 1 of the Financing Agreement is hereby
amended and replaced in its entirety by the following:
ANNIVERSARY DATE shall mean September 30, 2003.
V. AMENDMENT TO DEFINITION OF CHANGE OF CONTROL. Change of Control shall
have the definition set forth in the Allied Loan Documents as of the date of
original execution thereof.
VI. AMENDMENT TO ADD DEFINITION OF DCI CAPITAL EXPENDITURES. Section 1 of
the Financing Agreement is hereby amended to add the following:
DCI CAPITAL EXPENDITURES means Capital Expenditures made in
connection with the manufacture, implementation and production
of distributed charge inflators.
VII. AMENDMENT TO ADD DEFINITION OF DCI CAPITALIZED LEASE OBLIGATIONS.
Section 1 of the Financing Agreement is hereby amended to add the following:
DCI CAPITALIZED LEASE OBLIGATIONS means capitalized lease
obligations incurred in connection with the manufacture,
implementation and production of distributed charge inflators.
VIII. AMENDMENT TO DEFINITION OF EARLY TERMINATION FEE. The definition of
Early Termination Fee set forth in Section 1 of the Financing Agreement is
hereby amended and replaced in its entirety by the following:
EARLY TERMINATION FEE shall: i) mean the fee CITBC is entitled
to charge the Companies in the event they terminate the Line
of Credit or this Financing Agreement on a date prior to an
Anniversary Date; and ii) be determined by multiplying the
Line of Credit by (a) one and three-fourths percent (1.75%) if
the Early Termination Date occurs prior to September 30, 2002;
and (b) one percent (1.0%) if the Early Termination Date
occurs thereafter.
IX. AMENDMENT TO DEFINITION OF EBITDA. The definition of EBITDA set forth
in Section 1 of the Financing Agreement is hereby amended and replaced in its
entirety by the following:
EBITDA shall mean, for the period in question, the sum of (a)
the after-tax net income (or loss) of the Companies on a
consolidated basis for such period determined in accordance
with GAAP, plus (b) to the extent deducted in determining such
after-tax net income, the sum of (i) Interest Expense during
such period, plus (ii) all provisions for any federal, state,
local and/or foreign income taxes made by the Companies during
such period (whether paid or deferred), plus (iii) all
depreciation and amortization expenses of the Companies during
such period, plus (iv) any extraordinary losses during such
period, plus (v) any losses incurred in connection with the
repayment in full on or about the date hereof of the
Companies' obligations owing to LLCP, including accrued
interest, fees and costs in connection
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therewith, plus (vi) any losses from the sale or other
disposition of property other than in the ordinary course of
business during such period, plus (vii) all non-cash expenses
during such period arising from the use of capital stock of
Parent to pay compensation minus (c) to the extent added in
determining such after-tax net income, the sum of (i) any
extraordinary gains during such period, plus (ii) any gains
from the sale or other disposition of property other than in
the ordinary course of business during such period, plus (iii)
any revenue realized by the Companies in respect of settlement
payments received pursuant to that certain Settlement
Agreement dated as of September 27, 2000 among certain
Companies and Autoliv AB, Autoliv GmbH, Autoliv France SNC,
Autoliv ASP, Inc., Autoliv North America, Inc. and Autoliv,
Inc., plus (iv) any sale price adjustments made by any Company
in respect of components sold pursuant to such Settlement
Agreement, all determined in accordance with GAAP; provided,
however, that notwithstanding the foregoing, for the fiscal
quarters ending March 31, 2001 and June 30, 2001, EBITDA for
such fiscal quarters shall be deemed to be $3,802,000 and
$4,382,000, respectively.
X. AMENDMENT TO ADD DEFINITION OF EXCESS CASH FLOW.
EXCESS CASH FLOW means for any Fiscal Year EBITDA of the
Companies for such Fiscal Year minus the sum of the following:
(i) all provisions for any federal, state, local and/or
foreign income taxes made by any Company during such Fiscal
Year (whether paid or deferred), (ii) unfinanced Capital
Expenditures of the Companies during such Fiscal Year, (iii)
scheduled principal payments with respect to Indebtedness
actually paid in cash (including the principal portion of
scheduled payments of capitalized lease obligations but
excluding mandatory prepayments required under the Allied Loan
Documents and excluding principal payments on the Revolving
Loans) during such Fiscal Year (iv) Interest Expense for such
year, and (v) the aggregate of all voluntary prepayments of
the Allied Indebtedness made during such year in accordance
with the terms of the Allied Loan Documents.
XI. AMENDMENT TO DEFINITION OF INDEBTEDNESS. The definition of Indebtedness
set forth in Section 1 of the Financing Agreement is hereby amended and replaced
in its entirety by the following:
INDEBTEDNESS shall mean, as of the date of determination
thereof, the sum of, without duplication, (a) all indebtedness
for borrowed money, plus (b) all indebtedness which has been
incurred in connection with the purchase or other acquisition
of property (other than unsecured trade accounts payable
incurred in the ordinary course of business), plus (c) all
capitalized lease obligations, plus (d) notes payable and
drafts accepted representing extensions of credit whether or
not representing obligations for borrowed money; plus (e)
"earnouts" and similar payment obligations; plus, (f) all
indebtedness secured by any Lien regardless of whether the
indebtedness secured thereby shall have been assumed or is
non-recourse, plus (g) the aggregate undrawn face amount of
all letters of credit together with all unreimbursed drawings
with respect thereto plus (h) all guarantees of Indebtedness
of others; provided, however,
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that the unsecured guarantee by any Company of any other
Company's obligations shall not constitute Indebtedness to the
extent such underlying obligations constitute Indebtedness.
XII. AMENDMENT TO DEFINITION OF INTERCREDITOR AGREEMENT. The definition of
Intercreditor Agreement set forth in Section 1 of the Financing Agreement is
hereby amended and replaced in its entirety by the following:
INTERCREDITOR AGREEMENT shall mean that certain Intercreditor
Agreement, dated on or about September 24, 2001, between CITBC
and Allied.
XIII. AMENDMENT TO DEFINITION OF REVENUE IN EXCESS OF BILLING ADVANCE
PERCENTAGE. The definition of Revenue in Excess of Billing Advance Percentage
set forth in Section 1 of the Financing Agreement is hereby amended and replaced
in its entirety by the following:
REVENUE IN EXCESS OF BILLING ADVANCE PERCENTAGE shall mean
forty percent (40%).
XIV. AMENDMENT TO DEFINITION OF REVENUE IN EXCESS OF BILLING LOAN CAP. The
definition of Revenue in Excess of Billing Loan Cap set forth in Section 1 of
the Financing Agreement is hereby amended and replaced in its entirety by the
following:
REVENUE IN EXCESS OF BILLING LOAN CAP shall mean $3,500,000,
reduced by $500,000 per Fiscal Quarter beginning on December
31, 2001, until such amount is reduced to $1,500,000, subject
to further reduction per paragraph 1 of Section 10.
XV. AMENDMENT TO DEFINITION OF FIXED CHARGE COVERAGE RATIO. The definition
of Fixed Charge Coverage Ratio set forth in Section 1 of the Financing Agreement
is hereby amended and replaced in its entirety by the following:
FIXED CHARGE COVERAGE RATIO shall mean, for the relevant
period, the ratio determined by dividing EBITDA by Fixed
Charges.
XVI. AMENDMENT TO ADD THE DEFINITION OF FIXED CHARGES. Section 1 of the
Financing Agreement is hereby amended to add the following definition thereto:
FIXED CHARGES shall mean, for the period in question, without
duplication, the sum of (a) the aggregate amount of all
principal payments required to be made by the Companies on all
Indebtedness during such period (including the principal
portion of payments in respect of capitalized leases but
excluding, to the extent otherwise included in this clause
(a), (i) DCI Capitalized Lease Obligations and (ii) principal
payments on the Revolving Loans), plus (b) all unfinanced
Capital Expenditures made by any Company during such period
(exclusive of DCI Capital Expenditures), plus (c) all federal,
state, local and/or foreign income taxes paid or payable by
any
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Company in cash during such period, plus (d) the aggregate
amount of all Interest Expense of the Companies during such
period, to the extent payable in cash, plus (e) all dividends
and other distributions made by Parent to its shareholders
during such period, all determined in accordance with GAAP;
provided, however, that notwithstanding the foregoing, for the
fiscal quarters ending March 31, 2001 and June 30, 2001, Fixed
Charges for such fiscal quarters shall be deemed to be
$2,540,000 and $4,110,000, respectively.
XVII. AMENDMENT TO ADD DEFINITION OF INTEREST COVERAGE RATIO. Section 1 of
the Financing Agreement is hereby amended to add the following definition
thereto:
INTEREST COVERAGE RATIO means, for the period in question, the
ratio of (a) EBITDA during such period to (b) Interest Expense
of all of the Companies on a consolidated basis during such
period, to the extent payable in cash, all determined in
accordance with GAAP.
XVIII. AMENDMENT TO ADD DEFINITION OF INTEREST EXPENSE. Section 1 of the
Financing Agreement is hereby amended to add the following definition thereto:
INTEREST EXPENSE means, for the period in question, without
duplication, all gross interest expense of any Company
(including, without limitation, all commissions, discounts
and/or related amortization and other fees and charges owed by
any Company with respect to letters of credit, the net costs
associated with any interest rate swap, interest rate cap or
other interest rate hedge obligations of any Company,
capitalized interest expense, the interest portion of
capitalized lease obligations and the interest portion of any
deferred payment obligation) for such period, all determined
on in accordance with GAAP; provided, however, that
notwithstanding the foregoing, for the fiscal quarters ending
March 31, 2001 and June 30, 2001, Interest Expense paid in
cash for such fiscal quarters shall be deemed to be $1,900,000
and $1,980,000, respectively;
XIX. AMENDMENT TO REFERENCES TO LLCP AND REPLACEMENT WITH REFERENCES TO
ALLIED. The references to LLCP in the Financing Agreement are hereby replaced
with references to Allied (including references to LLCP Loan Documents being
replaced by references to Allied Loan Documents and references to LLCP Debt
being replaced by references to Allied Debt).
XX. AMENDMENT TO FINANCIAL COVENANTS. Paragraph 10 of Section 7 of the
Financing Agreement is hereby amended and replace in its entirety by the
following:
10. Until termination of the Financing Agreement and payment
and satisfaction in full of all Obligations hereunder, the
Companies shall:
(a) not have net income (determined in accordance with GAAP
but excluding from the calculation thereof any extraordinary
losses resulting from the refinancing by
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Allied of Indebtedness owing to LLCP) for any Fiscal Quarter
of less than zero.
(b) maintain at the end of each Fiscal Quarter a consolidated
Fixed Charge Coverage Ratio of the Companies for the four
consecutive Fiscal Quarter period then ended (other than with
respect to the test date of September 30, 2001, which shall be
tested for the one Fiscal Quarter then ended), of not less
than the following:
Fiscal Quarter ended 9/30/01 - 1.05:1.00
Fiscal Quarter ended 12/31/01 - 1.05:1.00
Fiscal Quarter ended 3/31/02 - 1.05:1.00
Fiscal Quarter ended 6/30/02 - 1.25:1.00
Fiscal Quarter ended 9/30/02 - 1.40:1.00
Fiscal Quarter ended 12/31/02 - 1.45:1.00
Fiscal Quarter ended 3/31/03 - 1.60:1.00
Fiscal Quarter ended 6/30/03 - 1.75:1.00
Fiscal Quarter ended 9/30/03 - 1.90:1.00
Thereafter, at the end of each Fiscal Quarter - 2.05:1.00
(c) maintain, on a cumulative basis, at the end of each Fiscal
Quarter for the prior four Fiscal Quarter period then ended
(other than with respect to the test date of September 30,
2001, which shall be tested for the one Fiscal Quarter then
ended), EBITDA on a consolidated basis of at least the
following amounts:
Fiscal Quarter ended 9/30/01 - $2,875,000
Fiscal Quarter ended 12/31/01 - $13,500,000
Fiscal Quarter ended 3/31/02 - $14,000,000
Fiscal Quarter ended 6/30/02 - $14,500,000
Fiscal Quarter ended 9/30/02 - $15,250,000
Fiscal Quarter ended 12/31/02 - $16,000,000
Fiscal Quarter ended 3/31/03 - $17,350,000
Fiscal Quarter ended 6/30/03 - $18,000,000
Fiscal Quarter ended 9/30/03 - $19,250,000
Thereafter, at the end of each Fiscal Quarter- $21,100,000
(d) maintain at the end of each month EBITDA on a consolidated
basis of at least $500,000.
(e) maintain, at the end of each Fiscal Quarter for the prior
four Fiscal Quarter period then ended, a ratio of Indebtedness
to EBITDA, on a consolidated basis, of not more than the
following amounts.
Fiscal Quarter ended 12/31/01 - 5.10:1.00
Fiscal Quarter ended 3/31/02 - 5.10:1.00
Fiscal Quarter ended 6/30/02 - 4.80:1.00
Fiscal Quarter ended 9/30/02 - 4.40:1.00
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Fiscal Quarter ended 12/31/02 - 4.00:1.00
Fiscal Quarter ended 3/31/03 - 3.85:1.00
Fiscal Quarter ended 6/30/03 - 3.60:1.00
Fiscal Quarter ended 9/30/03 - 3.40:1.00
Thereafter, at the end of each Fiscal Quarter - 3.15:1.00
(f) maintain, at the end of each Fiscal Quarter for the prior
four Fiscal Quarter period then ended (other than with respect
to the test date of September 30, 2001, which shall be tested
for the one Fiscal Quarter then ended), an Interest Coverage
Ratio of at least the following amounts.
Fiscal Quarter ended 9/30/01 - 1.45:1.00
Fiscal Quarter ended 12/31/01 - 1.80:1.00
Fiscal Quarter ended 3/31/02 - 1.90:1.00
Fiscal Quarter ended 6/30/02 - 2.05:1.00
Fiscal Quarter ended 9/30/02 - 2.25:1.00
Fiscal Quarter ended 12/31/02 - 2.40:1.00
Fiscal Quarter ended 3/31/03 - 2.55:1.00
Fiscal Quarter ended 6/30/03 - 2.70:1.00
Fiscal Quarter ended 9/30/03 - 2.75:1.00
Thereafter, at the end of each Fiscal Quarter - 2.75:1.00
XXI. AMENDMENT TO PARAGRAPH 11 (CAPITAL EXPENDITURES) TO SECTION 7.
Paragraph 11 of Section 7 of the Financing Agreement is hereby amended and
replaced by the following:
Without the prior written consent of CITBC, the Companies will
not and will not permit any of their subsidiaries to:
(a) enter into any Operating Lease (other than with respect to
real property) if after giving effect thereto the aggregate
obligations with respect to Operating Leases of the Companies
during any Fiscal Year would exceed $200,000, or
(b) make any Capital Expenditure or enter into any capitalized
lease, if the sum of (i) the aggregate amount of all Capital
Expenditures (including the Capital Expenditure in question)
made by the Companies and their subsidiaries during the
applicable period set forth below, other than DCI Capital
Expenditures, plus (ii) the aggregate amount of all
capitalized lease obligations (including the capitalized lease
in question) made or required to be made by the Companies and
their subsidiaries during such period, other than DCI
Capitalized Lease Obligations, would exceed the amount set
forth below with respect to such period:
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Period Amount
January 1, 2001 - December 31, 2001 $4,000,000
January 1, 2002 - December 31, 2002 $4,000,000
January 1, 2003 - December 31, 2003
and each calendar year thereafter $3,750,000; or
(c) make any DCI Capital Expenditure or incur any DCI
Capitalized Lease Obligation if the aggregate total amount of
all DCI Capital Expenditures and all DCI Capitalized Lease
Obligations (including the DCI Capital Expenditure or DCI
Capitalized Lease Obligation in question and any and all DCI
Capital Expenditures and DCI Capitalized Lease Obligations
made or incurred prior to September 26, 2001) would exceed
$2,750,000.
XXII. AMENDMENT TO ADD NEW PARAGRAPH 15 (SOLVENCY) TO SECTION 7. Section 7 of
the Financing Agreement is hereby amended to add a paragraph 15 thereto as
follows:
15. As of August 31, 2001, and thereafter as of each request
by any Company for an advance, and after giving effect to the
transactions contemplated by this Agreement (including the
amendment dated on or about September 24, 2001, (i) the fair
saleable value of the Companies' assets is greater than the
amount required to pay the Companies' total indebtedness
(contingent or otherwise), and is greater than the amount that
will be required to pay such indebtedness as it matures and as
it becomes absolute and matured; (ii) the transactions
contemplated hereby are being effectuated without intent to
hinder, delay or defraud present or future creditors of any
Company; (iii) each Company has sufficient capital to carry on
its previous operations and business as conducted as of August
1, 2001, and to consummate the transactions contemplated
herein; and (iv) the Companies will maintain the
above-referenced solvent financial condition for the Companies
in the aggregate, giving effect to the debt incurred
hereunder, as long as any Company is obligated to CITBC under
this Agreement or in any other manner whatsoever.
XXIII. AMENDMENT TO INTEREST RATES. Paragraph 1(a) of Section 8 of the
Financing Agreement is hereby amended and replaced by the following:
1(a). Interest on the Revolving Loan shall be payable monthly
as of the end of each month and shall be an amount equal to
(a) the Chase Bank Rate plus five-tenths percent (0.5%) per
annum on the average of the net balances owing by the
Companies to CITBC in the Companies' Revolving Loan Account(s)
at the close of each day during such month on balances other
than Libor Loans and (b) two and seventy-five hundredths
percent (2.75%) plus the applicable Libor on any Libor Loan,
on a per annum basis, on the average of the net balances owing
by the Companies to CITBC in the Companies' Revolving Loan
Account(s) at the close of each day during such month. In the
event of any change in said Chase Bank Rate, the rate under
clause (a) above shall change, as of the first of the month
following any change, so as to remain equal to the Chase Bank
Rate. The rate hereunder shall be
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calculated based on a 360-day year. CITBC shall be entitled to
charge the Companies' Revolving Loan Account(s) at the rate
provided for herein when due until all Obligations have been
paid in full.
XXIV. AMENDMENT TO SECTION 10 (EVENTS OF DEFAULT) REGARDING PREPAYMENT OF
ALLIED INDEBTEDNESS. Clause (z) of subparagraph (i) of paragraph 1 of Section 10
of the Financing Agreement is hereby amended to provide that no prepayment of
the Indebtedness owing to Allied is permitted and any such prepayment shall be
an Event of Default except for:
(X) a prepayment other than a prepayment of any portion of the Deferred
Interest Tranche (as defined in the Allied Loan Documents as in effect as of the
date hereof) which satisfies all of the following conditions: (a) such
prepayment, when taken together with all other permitted prepayments of Allied
Indebtedness, is less than or equal to $5,000,000; (b) the Revenue in Excess of
Billing Loan Cap shall be reduced by the amount of such prepayment; (c) the
Revolving Loans shall be repaid by the amount of any such prepayment made to
Allied; (d) such prepayment to Allied shall not exceed 50% of Excess Cash Flow
as of the end of the immediately preceding month; (e) there shall exist at least
$3,000,000 of unused Availability (with all of the Companies' debts, payables
and other liabilities kept current) after giving effect to such prepayment; (f)
no Default or Event of Default shall have occurred and be continuing or result
from such prepayment; and (g) CITBC shall have been paid a fee of one percent
(1%) of the prepayment paid to Allied; or
(Y) a prepayment of any portion of such Deferred Interest Tranche which
satisfies all of the following conditions: (i) there shall exist at least
$3,000,000 of unused Availability (with all of the Companies' debts, payables
and other liabilities kept current) after giving effect to such prepayment; and
(ii) no Default or Event of Default shall have occurred and be continuing or
result from such prepayment;
Provided, that the foregoing does not constitute any consent by CITBC
to any sale or other disposition of assets other than as permitted under Section
6, paragraph 4, or Section 7, subparagraph D of paragraph 9 of the Financing
Agreement, and any prepayment of Allied Indebtedness from the proceeds of
disposition of Assets without the prior written consent of CITBC shall be an
immediate Event of Default.
XXV. CONSENT TO ALLIED INDEBTEDNESS. Notwithstanding any of the provisions
of the Financing Agreement to the contrary, CITBC hereby consents to the
incurrence of the Indebtedness by the Companies pursuant to the Allied Loan
Documents.
XXVI. CONFIRMATION OF GUARANTY. The Companies, as Guarantors, hereby confirm
that the Guaranty, dated December 30, 1999, executed by the Guarantors in favor
of CITBC guarantying the repayment of the Obligations remains in full force and
effect notwithstanding the execution, delivery and performance by the Companies
of this Letter Amendment and the Financing Agreement as amended hereby.
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XXVII. GENERAL TERMS.
1. To 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 Letter Amendment shall govern.
2. The effectiveness of this Letter Amendment is conditioned upon
receipt by CITBC of:
(a) an executed counterpart of this Letter Amendment
executed by the Company.
(b) payment of a non-refundable fee of $250,000 which
shall be paid as a loan advance under the Financing
Agreement.
(c) an executed counterpart of the Intercreditor
Agreement, duly executed by Allied and the Companies.
(d) receipt of the Companies financial statements for the
month ended July 31, 2001.
(e) receipt of financial projections for the Fiscal Years
ending December 31, 2001, December 31, 2002, and
December 31, 2003.
(f) evidence satisfactory to CITBC that the Companies
have at least $1,500,000 of unused Availability after
giving effect to the new Allied Indebtedness and all
other transactions contemplated under the Allied Loan
Documents and hereunder (with all of the Companies'
debts, payables and other liabilities kept current).
(g) an fully executed copy of the Allied Loan Documents
and confirmation of the funding of the full amount of
the Allied Debt as contemplated under the Allied Loan
Documents.
(h) an executed counterpart of the Deed of Trust
previously submitted to the Companies by CITBC for
execution with respect to certain of the Companies'
Arizona real property.
(i) payment in full of all fees and expenses of CITBC
incurred in connection with this Letter Amendment and
the Allied Loan Documents.
3. This Letter 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.
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Except as set forth herein no other 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 no material
adverse change has occurred in the financial condition, business, prospects,
profits, operations or assets of the Companies since December 31, 2000. If the
foregoing is in accordance with your understanding, please so indicate by
signing and returning the enclosed copy of this Letter Amendment.
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxxx Xxxx
-----------------------------
Title: AVP
-----------------------------
AGREED:
SIMULA, INC.,
an Arizona corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------------
Title: President and Chief Executive Officer
------------------------------------------------
SIMULA ARTCRAFT INDUSTRIES, INC.,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------------------------------
Title: Secretary
--------------------------------------------------
AI CAPITAL CORP. ,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
------------------------------------------------------
Title: President
---------------------------------------------------
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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
---------------------------------------------------
SIMULA POLYMER SYSTEMS, INC.,
an Arizona corporation
By:/s/ Xxxxxxxx X. Xxxxx
------------------------------------------------------
Title: Secretary
---------------------------------------------------
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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: Assistant Secretary
---------------------------------------------------
CCEC CAPITAL CORP.,
an Arizona corporation
By: /s/ Xxxxxxxx X. Xxxxx
------------------------------------------------------
Title: President
---------------------------------------------------
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