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 (▇▇▇) ▇▇▇-▇▇▇▇.
SECURED SENIOR NOTE DUE 2003
$15,000,000.00 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 B 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 ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ CAPITAL PARTNERS II, L.P., a California limited partnership (the
"PURCHASER"), or any registered assigns (including the Purchaser, the
"HOLDER"), the sum of FIFTEEN MILLION DOLLARS ($15,000,000.00) 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 2003
(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 on the unpaid principal balance
of this Note from the date hereof until fully paid as follows:
(a) Interest ("CASH INTEREST") at a rate per annum equal to
twelve and one-quarter percent (12.25%), payable in cash; and
(b) Interest ("PIK INTEREST") at a rate per annum equal to three
percent (3.0%), payable in additional secured senior notes of like tenor
(valued at 100.0% of the interest payment due and including the same terms
and other provisions contained in this Note (including, without limitation,
the interest terms contained in this SECTION 1)) with a principal amount
equal to the amount of such interest payment.
Interest on this Note shall be payable monthly in arrears on the last
Business Day of each calendar month (or portion thereof), commencing on
December 31, 1999 (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.
2
TERM B NOTE
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, in addition to the PIK Interest payable under clause
(b) above, 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 the rate per annum
then applicable to Cash Interest payable under clause (i) above 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 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 June 30, 2003 (the
"MATURITY DATE").
3. OPTIONAL PREPAYMENTS.
(a) The Company may not make any prepayments of the principal
balance of this Note at any time prior to December 31, 2000. Thereafter, the
Company may voluntarily prepay this Note, in whole or in part, as follows:
(i) at 105.0% of the principal balance being prepaid at
any time on or before December 31, 2001;
(ii) at 102.5% of the principal balance being prepaid
at any time after December 31, 2001 and on or before December 31,
2002; and
(iii) at 100.0% of the principal balance being prepaid at
any time after December 31, 2002 and on or before June 30, 2003.
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.
(b) If the Company elects 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
3
TERM B NOTE
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
shall make a prepayment to the Holder on such prepayment date in an amount
equal to (i) the Prepayment Percentage applicable to such prepayment,
MULTIPLIED BY (ii) the principal amount of this Note specified in such
prepayment notice to be prepaid on such prepayment date, together with
premium, if any, and all accrued and unpaid interest on the then outstanding
principal balance of this Note through the date of prepayment.
4. [INTENTIONALLY OMITTED].
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
4
TERM B NOTE
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 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 an 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
5
TERM B NOTE
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 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
6
TERM B NOTE
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 connection with any case
under Bankruptcy Law. The Company Parties hereby consent to the taking of the
foregoing actions by the Holder.
7
TERM B 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 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 LEFT INTENTIONALLY BLANK]
8
TERM B 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/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President and Chief
Financial Officer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
SIMULA SAFETY SYSTEMS, INC., an Arizona
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
9
TERM B NOTE
SIMULA TRANSPORTATION EQUIPMENT
CORPORATION (formerly known as Intaero, Inc.),
an Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
AIRLINE INTERIORS, INC., an Arizona
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
ARTCRAFT INDUSTRIES CORP., an Arizona
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
10
TERM B NOTE
SIMULA COMPOSITES CORPORATION (formerly known
as Viatech, Inc.), a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
SIMULA AUTOMOTIVE SAFETY DEVICES, INC., an
Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
SIMULA TECHNOLOGIES, INC., an Arizona
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
11
TERM B NOTE
INTERNATIONAL CENTER FOR SAFETY
EDUCATION, an Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
SIMULA POLYMER SYSTEMS, INC., an Arizona
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
SIMULA AUTOMOTIVE SAFETY DEVICES LIMITED, a
company organized and existing under the laws
of the United Kingdom
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
12
TERM B NOTE
CCEC CAPITAL CORP., an Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Treasurer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary
13
TERM B NOTE