exv10w41e



 



Exhibit 10.41E


THE CIT GROUP/ BUSINESS CREDIT, INC.

300 South Grand Avenue, Third Floor

Los Angeles, California 90071



Dated as of

April 9, 2003



SIMULA, INC. AND SUBSIDIARIES

2625 S. Plaza Drive, Suite 100

Tempe, Arizona 85282



	 	 
	Re:	
Waiver of Certain Financial Covenants




Ladies and 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”). Initially capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Financing Agreement.



          It has come to CITBC’s attention that the Companies have failed to meet
certain of the financial covenants under the Financing Agreement, including,
without limitation, the following (collectively, the “Defaults”): (i) net
income for the quarter ended December 31, 2002 was ($34,177,000) which fails to
satisfy the covenant of $0 required under Subsection (a) of Paragraph 10 of
Section 7 of the Financing Agreement; and (ii) EBITDA for the months ended
January 31, 2003 and February 28, 2003 was $215,000 and $319,000, respectively,
each of which fail to satisfy the $500,000 minimum monthly EBITDA covenant
required under Subsection (d) of Paragraph 10 of Section 7 of the Financing
Agreement.



          The Companies have requested, and CITBC has agreed, to waive the Defaults
subject to the following terms and conditions:




	 	1.	 	Payment by the Companies to CITBC of a fee in the
aggregate amount of $25,000, such fee to be charged to the
Companies’ loan account pursuant to the Financing Agreement;
	 
	 	2.	 	Payment by the Companies in full of all fees and
expenses of CITBC incurred in connection with this waiver;
and
	 
	 	3.	 	Receipt by CITBC of the Companies’ executed counterpart of
this letter.



          The limited waiver set forth herein shall be limited precisely as written
and shall not be deemed to be (a) a waiver or modification (i) of any other
term or condition of the Financing Agreement or (ii) for any other measurement
period, or (b) prejudice any right or remedy which CITBC may now or in the
future have under or in connection with the Financing Agreement.



          This letter may be executed in counterparts and by different parties on
separate counterparts, including by facsimile signature, each of which when so
executed and delivered shall be deemed to be an original. All such
counterparts, taken together, shall constitute but one and the same letter.
This letter shall become effective upon the execution of a counterpart of this
letter by each of the parties hereto.



 






 





          Please acknowledge your receipt of this letter and acceptance of the
foregoing terms and conditions by signing and dating the enclosed counterpart
of this letter where indicated below and returning the same to the undersigned
as soon as possible.




	 	 	 	 	 
	 	 	
Very truly yours,	 	 
	 	 	 	 	 
	 	 	
THE CIT GROUP/BUSINESS CREDIT, INC.	 	 
	 	 	 	 	 
	 	 	
By:          /s/ James Karnowski
	 
	 	 	
	 	 
	 	 	 	 	 
	 	 	
Title:        Vice President
	 	 



 






 



AGREED AND ACCEPTED BY:



SIMULA, INC.,

an Arizona corporation


	 	 
	By:	          
/s/ John A. Jenson
	
	


	 	 
	Title:	
          Chief Financial Officer




SAI CAPITAL CORP.,

an Arizona corporation



	 	 
	
By:
	          /s/ Mari I. Valenzuela
	
	

	 	 
	
Title:
	          Secretary




AI CAPITAL CORP.,

an Arizona corporation



	 	 
	
By:
	          /s/ Mari I. Valenzuela
	
	

	 	 
	
Title:
	          Secretary




SIMULA TRANSPORTATION EQUIPMENT CORPORATION,

an Arizona corporation



	 	 
	
By:
	          /s/ Mari I. Valenzuela
	
	

	 	 
	
Title:
	          Secretary




INTERNATIONAL CENTER FOR

SAFETY EDUCATION, INC.,

an Arizona corporation



	 	 
	
By:
	          /s/ Mari I. Valenzuela
	
	

	 	 
	
Title:
	          Secretary




SIMULA AUTOMOTIVE SAFETY

DEVICES, INC.,

an Arizona corporation



	 	 
	
By:
	          /s/ Mari I. Valenzuela
	
	

	 	 
	
Title:
	          Secretary




SIMULA COMPOSITES CORPORATION,

a Delaware corporation



	 	 
	
By:
	          /s/ Mari I. Valenzuela
	
	

	 	 
	
Title:
	         Secretary




SIMULA POLYMER SYSTEMS, INC.,

an Arizona corporation



 






 





 

	 	 
	
By:
	         /s/ Mari I. Valenzuela
	
	

	 	 
	
Title:
	         Secretary




SIMULA AEROSPACE & DEFENSE GROUP, INC.,

an Arizona corporation, f/k/a Simula Safety Systems, Inc.



	 	 
	
By:
	         /s/ Mari I. Valenzuela
	
	

	 	 
	
Title:
	         Assistant Secretary




SIMULA TECHNOLOGIES, INC.

an Arizona corporation



	 	 
	
By:
	         /s/ Mari I. Valenzuela
	
	

	 	 
	
Title:
	         Secretary




SIMULA AUTOMOTIVE SAFETY

DEVICES, LIMITED,

a United Kingdom limited company



	 	 
	
By:
	         /s/ Mari I. Valenzuela
	
	

	 	 
	
Title:
	         Secretary




CCEC CAPITAL CORP.,

an Arizona corporation



	 	 
	
By:
	         /s/ Mari I. Valenzuela
	
	

	 	 
	
Title:
	         Secretary