exv10w41d



 



Exhibit 10.41D


THE CIT GROUP/ BUSINESS CREDIT, INC.

300 South Grand Avenue, Third Floor

Los Angeles, California 90071



Dated as of

March 25, 2003



SIMULA, INC. AND SUBSIDIARIES

2700 North Central Avenue, Suite 1000

Phoenix, Arizona 85004


     Re: Amendment Number Nine to Financing Agreement


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.


The Companies have requested, and CITBC has agreed, subject to the satisfaction
of each of the terms and conditions hereof, to modify and amend certain
provisions of the Financing Agreement.

Therefore, pursuant to mutual agreement, it is hereby agreed as follows:



	I.	 	Amendment of Definitions. The definitions of “ASD Capital Expenditures”
and “ASD Capitalized Lease Obligations” are hereby deleted and replaced
with the following:
	 
	 	 	“ASD Capital Expenditures” means Capital Expenditures made by the
Companies in connection with the operation of Simula Automotive
Safety Devices, Inc. and/or Simula Automotive Safety Devices,
Ltd.; provided, however, that in calculating such amounts, the
Companies shall be permitted to deduct therefrom the net amount of
tooling reimbursements and grants related to any such Capital
Expenditures and in each case either (i) received by a Company in
cash within thirty (30) days of the incurrence of such Capital
Expenditures or (ii) approved in writing by CITBC.
	 
	 	 	“ASD Capitalized Lease Obligations” means capitalized lease
obligations incurred by the Companies in connection with the
operation of Simula Automotive Safety Devices, Inc.
and/or Simula Automotive Safety Devices, Ltd.; provided, however,
that in calculating such amounts, the Companies shall be permitted
to deduct therefrom the net amount of tooling reimbursements and
grants related to any such capitalized lease obligations and in
each case either (i) received by a Company in cash within thirty
(30) days of the incurrence of such capitalized lease obligations
or (ii) approved in writing by CITBC.
	 
	II.	 	Amendment to Subsection (b) of Section 7, Paragraph 11. Subsection (b)
of Section 7, Paragraph 11 is hereby deleted in its entirety and replaced
with the following:



 






 





	 	 	“(b) make any ASD Capital Expenditure or enter into any ASD
Capitalized Lease Obligation, if the sum of (i) the aggregate
amount of all ASD Capital Expenditures (including the ASD Capital
Expenditure in question) made by the Companies and their
Subsidiaries during such fiscal quarter period of the Companies
ending as of the dates set forth below, plus (ii) the aggregate
amount of all ASD Capitalized Lease Obligations (including the ASD
Capitalized Lease Obligation in question) made or required to be
made by the Companies and their Subsidiaries during such fiscal
quarter period of the Companies ending as of the dates set forth
below, would exceed the amount set forth below opposite each such
date:
	 
	 	 	Fiscal Quarter ended 12/31/02 - $650,000

Fiscal Quarter ended 3/31/03 - $400,000

Fiscal Quarter ended 6/30/03 - $250,000

Fiscal Quarter ended 9/30/03 and thereafter - $200,000;”
	 
	III.	 	Consent to Sales. The Companies have requested that CITBC consent to the
Companies’ proposed sales of (i) that certain equipment described on
Exhibit “A” attached hereto, (ii) that certain real and personal property
consisting of SEI’s former office located at 537 Sweeten Creek Industrial
Park, Asheville, North Carolina, and (iii) that certain real estate
located at 10008 South 50th Place, Phoenix, Arizona (collectively, the
“Sales”). CITBC has agreed to consent to the Sales as currently
contemplated by the Companies and as set forth in drafts of the purchase
and sale documents submitted to CITBC to date. Except as expressly
provided herein, the foregoing consent shall not constitute (a) a
modification or alteration of the terms, conditions or covenants of the
Financing Agreement or any document entered into in connection therewith,
or (b) a waiver, release or limitation upon the exercise by CITBC of any
of its rights, legal or equitable, hereunder or under the Financing
Agreement or any Loan Document. Except as set forth above, CITBC reserves
any and all rights and remedies which it has had, has or may have under
the Financing Agreement and each Loan Document.
	 
	IV.	 	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 this Amendment and the waiver
contained herein.
	 
	V.	 	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 Amendment shall govern.
	 
	 	2.	 	The effectiveness of the waiver, modification, and consent
set forth in this Amendment is expressly conditioned upon:




		
	a) 	 receipt by CITBC of an executed counterpart of this Amendment
executed by the Companies;
	 
	b) 	 receipt by CITBC of an amendment
fee of $10,000;
	 
	c) 	 receipt by CITBC of the execution drafts of the purchase and sale
documents for each sale prior to the consummation of a Sale;
	 
	d) 	 receipt by CITBC of fully executed copies of the purchase and
sale documents for each Sale;
	 
	e) 	 100% of the net cash proceeds of each Sale shall be paid to CITBC
for application against the outstanding Revolving Loans;
	 
	f) 	 receipt by CITBC of payment in full of all costs, fees and
expenses of CITBC incurred in connection with this Amendment; and
	 
	g) 	 the receipt by CITBC of evidence satisfactory to CITBC, in its
sole discretion, that Allied Capital Corporation (i) has consented to the
waiver, modification and consent set forth herein, as prescribed by the
terms of the Intercreditor Agreement, on terms satisfactory to CITBC, in
its sole discretion, and (ii) has amended the Allied Loan Documents and
consented to the Sales on terms consistent with those set forth herein
(the “Allied Amendment”).




	 	3.	 	This 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.




	VI.	 	Consent Under Intercreditor Agreement. CITBC hereby consents to the
execution and delivery of the Allied Amendment by and between Allied and
the Companies, to the extent such consent is required pursuant to the
terms of the Intercreditor Agreement.
	 
	 	 	Except as set forth herein no other amendment, waiver, consent or 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, except as disclosed to CITBC, no
material adverse change has occurred in the financial condition,
business, prospects, profits, operations or assets of the Companies.
	 
	 	 	If the foregoing is in accordance with your understanding, please so
indicate by signing and returning the enclosed copy of this Amendment.




	 	 	 
	 	
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: 	CFO	 	 
	 	 	 	 
	SAI CAPITAL CORP.,	 	 
	An Arizona corporation	 	 
	 	 	 	 
	By: 	/s/ Mari Valenzuela	 	 
	 	
	 	 
	 	 	 	 
	Title: 	Secretary	 	 
	 	 	 	 
	AI CAPITAL CORP.,	 	 
	An Arizona corporation	 	 
	 	 	 	 
	By: 	 /s/ Mari Valenzuela	 	 
	 	
	 	 
	 	 	 	 
	Title: 	 Secretary	 	 
	 	 	 	 
	SIMULA TRANSPORTATION EQUIPMENT CORPORATION,	 	 
	An Arizona corporation	 	 
	 	 	 	 
	By: 	 /s/ Mari Valenzuela	 	 
	 	
	 	 
	 	 	 	 
	Title: 	Secretary	 	 
	 	 	 	 
	INTERNATIONAL CENTER FOR	 	 
	SAFETY EDUCATION, INC.,	 	 
	An Arizona corporation	 	 
	 	 	 	 
	By: 	/s/ Mari Valenzuela	 	 
	 	
	 	 
	 	 	 	 
	Title: 	Secretary	 	 
	 	 	 	 
	SIMULA AUTOMOTIVE SAFETY	 	 
	DEVICES, INC.,	 	 
	An Arizona corporation	 	 
	 	 	 	 
	By: 	 /s/ Mari Valenzuela	 	 
	 	
	 	 
	 	 	 	 
	Title: 	Secretary	 	 
	 	 	 	 
	SIMULA COMPOSITES CORPORATION,	 	 
	a Delaware corporation	 	 
	 	 	 	 
	By: 	/s/ Mari Valenzuela	 	 
	 	
	 	 
	 	 	 	 
	Title: 	Secretary	 	 



 






 




	 	 	 	 
	SIMULA POLYMER SYSTEMS, INC.,	 	 
	an Arizona corporation	 	 
	 	 	 	 
	By:	 /s/ Mari Valenzuela	 	 
	 	
	 	 
	 	 	 	 
	Title: 	Secretary	 	 
	 	 	 	 
	SIMULA AEROSPACE & DEFENSE GROUP, INC.,	 	 
	an Arizona corporation, f/k/a Simula Safety Systems, INC.	 	 
	 	 	 	 
	By: 	 /s/ Mari Valenzuela	 	 
	 	
	 	 
	 	 	 	 
	Title: 	 Assistant Secretary	 	 
	 	 	 	 
	SIMULA TECHNOLOGIES, INC	 	 
	an Arizona corporation	 	 
	 	 	 	 
	By: 	 /s/ Mari Valenzuela	 	 
	 	
	 	 
	 	 	 	 
	Title: 	 Secretary	 	 
	 	 	 	 
	SIMULA AUTOMOTIVE SAFETY	 	 
	DEVICES, LIMITED,	 	 
	a United Kingdom limited company	 	 
	 	 	 	 
	By: 	 /s/ Mari Valenzuela	 	 
	 	

	 	 
	Title: 	Secretary	 	 
	 	 	 	 
	CCEC CAPITAL CORP.,	 	 
	an Arizona corporation	 	 
	 	 	 	 
	By: 	/s/ Mari Valenzuela	 	 
	 	
	 	 
	 	 	 	 
	Title: 	Secretary