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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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), ▇▇▇▇▇ ▇. ▇▇▇▇, 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). ▇▇. ▇▇▇▇ MAY BE REACHED AT
TELEPHONE NUMBER (▇▇▇) ▇▇▇-▇▇▇▇.
AMENDED AND RESTATED
SECURED SENIOR NOTE DUE 2001
$5,000,000.00 Originally Issued December 31, 1999,
Amended and Restated as of August 17, 2000
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"), AI CAPITAL CORP. (formerly known as Airline
Interiors, Inc.), an Arizona corporation ("AIRLINE INTERIORS"), SIMULA ARTCRAFT
INDUSTRIES INC. (formerly known as 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 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
TERM A NOTE
Automotive UK, the "COMPANY PARTIES"), hereby jointly and severally promise to
pay to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 Amended and Restated
Secured Senior Note Due 2001 (as amended, restated, supplemented, modified,
renewed, refinanced or restructured from time to time, this "NOTE").
This Note was originally issued by the Company Parties to the Purchaser
on December 31, 1999 (the "ORIGINAL ISSUE DATE"), as a Secured Senior Note Due
2000 in the principal amount of $5,000,000 (the "ORIGINAL TERM A NOTE"), in
connection with the consummation of the transactions contemplated by that
certain Securities Purchase Agreement dated as of December 31, 1999 (as amended
by a First Amendment to Securities Purchase Agreement dated as of May 25, 2000,
the "SECURITIES PURCHASE AGREEMENT"), by and between the Company and certain of
its Affiliates, on the one hand, and the Purchaser, on the other hand, and has
been amended and restated on the terms and conditions stated herein in
connection with the execution and delivery of a Second Amendment to Securities
Purchase Agreement dated as of August 17, 2000 (the "SECOND AMENDMENT"). The
Original Term A Note shall continue in full force and effect as amended and
restated by this Note. All references to the Securities Purchase Agreement below
shall mean the Securities Purchase Agreement as amended by the Second Amendment,
and 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 Original Issue Date 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
-2-
TERM A NOTE
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 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 October 1, 2001 (the "Maturity Date").
3. OPTIONAL PREPAYMENTS.
(a) The Company Parties may voluntarily prepay this Note, in
whole or in part, as follows:
(i) at 102.0% of the principal balance being prepaid at any
time on or before December 31, 2000;
(ii) at 101.333% of the principal balance being prepaid at
any time after December 31, 2000 and on or before March 31, 2001;
(iii) at 100.667% of the principal balance being prepaid at
any time after March 31, 2001 and on or before June 30, 2001; and
(iv) at 100.0% of the principal balance being prepaid at any
time after June 30, 2001 and on or before October 1, 2001.
Each percentage set forth above is referred to herein as the "PREPAYMENT
PERCENTAGE" applicable to any prepayment. Any prepayment of this Note made under
this Section 3 shall also include premium, if any, and all accrued and unpaid
interest on the then outstanding principal balance of this Note through the date
of prepayment. No Prepayment Percentage shall be applicable to any optional
prepayment pursuant to this SECTION 3 if the Holder requires the Company Parties
to prepay this Note prior to the payment of such optional prepayment upon a
Change in Control pursuant to SECTION 5.
(b) If the Company Parties elect to prepay all or any portion of
this Note, the Company shall furnish written notice to the Holder with respect
to each voluntary prepayment not less than thirty (30) days prior to the date of
prepayment. Such notice shall specify the principal balance of this Note to be
prepaid on such date and shall be irrevocable. Notice of prepayment having been
given as aforesaid, the Company Parties shall make a prepayment to the Holder on
such prepayment date in an aggregate amount equal to (i) (A) the Prepayment
Percentage applicable to such prepayment, MULTIPLIED BY (B) the principal amount
of this Note specified in such prepayment notice to be prepaid on such
prepayment date, PLUS (ii) premium, if any, and all accrued and unpaid interest
through the date of prepayment.
-3-
TERM A NOTE
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.]
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
-4-
TERM A NOTE
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, and 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, ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; ABA No. ▇▇▇▇▇▇▇▇▇; Account No.
1154603239; Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (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 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
-5-
TERM A NOTE
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 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
-6-
TERM A NOTE
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.
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
-7-
TERM A NOTE
connection with any case under Bankruptcy Law. The Company Parties hereby
consent to the taking of the foregoing actions by the Holder.
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]
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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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President and CFO
SIMULA SAFETY SYSTEMS, INC., an Arizona
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
-9-
TERM A NOTE
SIMULA TRANSPORTATION EQUIPMENT CORPORATION
(formerly known as Intaero, Inc.), an
Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
AI CAPITAL CORP. (formerly known as Airline
Interiors, an Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
SIMULA ARTCRAFT INDUSTRIES INC. (formerly
known as Artcraft Industries Corp.), an
Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
-10-
TERM A NOTE
SIMULA COMPOSITES CORPORATION (formerly
known as Viatech, Inc.), a Delaware
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
SIMULA AUTOMOTIVE SAFETY DEVICES, INC., an
Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
SIMULA TECHNOLOGIES, INC., an Arizona
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
-11-
TERM A NOTE
INTERNATIONAL CENTER FOR SAFETY EDUCATION,
an Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
SIMULA POLYMER SYSTEMS, INC., an Arizona
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
SIMULA AUTOMOTIVE SAFETY DEVICES LIMITED,
a company organized and existing under the
laws of the United Kingdom
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
-12-
TERM A NOTE
CCEC CAPITAL CORP., an Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
ACKNOWLEDGED AND AGREED:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ CAPITAL PARTNERS
II, L.P., a California limited partnership
By: LLCP California Equity Partners II, L.P., a
California limited partnership, its General Partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Capital Partners, Inc., a
California corporation, its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
-13-
TERM A NOTE