FIFTH AMENDMENT TO LOAN AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AGREEMENT ("Fifth Amendment"), dated as
of December __, 1994, is by and among QUIXOTE CORPORATION, a Delaware
corporation ("Quixote"), ENERGY ABSORPTION SYSTEMS, INC., a Delaware corporation
("EAS"), DISC MANUFACTURING, INC., a Delaware corporation ("DMI"), LEGAL
TECHNOLOGIES, INC., a Delaware Corporation ("LTI"), STENOGRAPH CORPORATION, a
Delaware corporation ("Stenograph"), DISCOVERY PRODUCTS, INC. f/k/a STENOGRAPH
LEGAL SERVICES, INC., a Delaware corporation ("SLS"), SPIN-CAST PLASTICS, INC.,
an Indiana corporation ("Spin-Cast"), COURT TECHNOLOGIES, INC., a Delaware
corporation ("Court"), COMPOSITE COMPONENTS, INC., a Delaware corporation
("CCI"), INTEGRATED INFORMATION SERVICES, INC., a Delaware corporation ("IIS"),
LITIGATION SCIENCES, INC., a Delaware corporation ("LSI"), and SAFE-HIT
CORPORATION, a Nevada corporation (Safe-Hit"), the lenders ("Lenders") named in
the Loan Agreement referred to below, and THE NORTHERN TRUST COMPANY, an
Illinois banking corporation ("Northern"), as agent for the Lenders (Northern,
in such capacity, being "Agent"). Quixote, EAS, DMI, LTI, Stenograph, SLS,
Spin-Cast, Court, CCI, IIS, LSI, and Safe-Hit are individually and collectively
referred to herein as "Borrower".
RECITALS
A. Quixote, EAS, DMI, Stenograph, SLS, Spin-Cast, Court, CCI, IIS,
LTI, LSI, Safe-Hit, Agent and Lenders are parties to a certain Loan Agreement
dated as of June 26, 1992, as amended by a First Amendment to Loan Agreement
dated as of June 30, 1992, as further amended by a Second Amendment to Loan
Agreement dated as of May 28, 1993, as further amended by a Third Amendment to
Loan Agreement dated as of June 26, 1993, and as further amended by a Fourth
Amendment to Loan Agreement dated as of May 31, 1994 (as so amended the "Loan
Agreement").
B. Pursuant to the terms of the Loan Agreement, and at the request
of Borrower, the parties wish to further amend the Loan Agreement.
C. In consideration of the mutual agreements contained herein, and
subject to the terms and conditions hereof, the parties hereto agree as follows:
1. AMENDMENT
1.1 Section 1 of the Loan Agreement is amended by inserting the
following definitions in alphabetical order:
"Level I Status" exists at any date if, at such time, the Consolidated
Funded Debt to Adjusted Capitalization Percentage of Borrower is
greater than 50%.
"Level II Status" exists at any date if, at such time, the
Consolidated Funded Debt to Adjusted Capitalization Percentage of
Borrower is less than or equal to 50% but greater than 25%.
"Level III Status" exists at any date if, at such time, the
Consolidated Funded Debt to Adjusted Capitalization Percentage of
Borrower is less than or equal to 25%.
1.2 Section 1 of the Loan Agreement is amended by deleting clause
(iii) of the definition of "Certificate of Deposit Rate" and inserting the
following in its stead:
"(iii) (A) for any day on which Level I Status exists, one and six
hundred twenty-five thousandths percent (1.625%) with respect to the
Revolving Credit Loan, and one and eight hundred seventy-five
thousandths percent (1.875%) with respect to the Term Loan, (B) for
any day on which Level II Status exists, one and three hundred seventy
five thousandths percent (1.375%) with respect to the Revolving Credit
Loan, and one and six hundred twenty-five thousandths percent (1.625%)
with respect to the Term Loan, and (C) for any day on which Level III
Status exists, one and one hundred twenty-five thousandths percent
(1.125%) with respect to the Revolving Credit Loan, and one and three
hundred seventy-five thousandths percent (1.375%) with respect to the
Term Loan; provided that the Level Status shall change, if necessary,
only upon the dates that Borrower delivers its calculation of its
Consolidated Funded Debt to Adjusted Capitalization Percentage to
Agent."
1.3 Section 1 of the Loan Agreement is amended by deleting the last
clause of the definition of "LIBOR" and inserting the following in its stead:
"PLUS (A) for any day on which Level I Status exists, one and six
hundred twenty-five thousandths percent (1.625%) with respect to the
Revolving Credit Loan, and one and eight hundred seventy-five
thousandths percent (1.875%) with respect to the Term Loan, (B) for
any day on which Level II Status exists, one and three hundred seventy
five thousandths percent (1.375%) with respect to the Revolving Credit
Loan, and one and six hundred twenty-five thousandths percent (1.625%)
with respect to the Term Loan, and (C) for any day on which Level III
Status exists, one and one hundred twenty-five thousandths percent
(1.125%) with respect to the Revolving Credit Loan, and one and three
hundred seventy-five thousandths percent (1.375%) with respect to the
Term Loan; provided that the Level Status shall change, if necessary,
only upon the dates that Borrower delivers its calculation of its
Consolidated Funded Debt to Adjusted Capitalization Percentage to
Agent."
1.4 Section 7.9 of the Loan Agreement is hereby amended by deleting
it and inserting the following in its stead:
"7.9 CAPITAL EXPENDITURES. For the Fiscal Year ending June 30,
1995, Borrower shall not and shall not permit any of its Subsidiaries
to make Capital
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Expenditures that, in the aggregate, shall exceed the product of (i)
1.3 and (ii) the sum (such sum being hereafter referred to as "Capex
Cash Flow") of (A) Quixote's and its Subsidiaries Consolidated Net
Income and (B) Quixote's and its Subsidiaries depreciation and
amortization (as determined in accordance with GAAP) for such Fiscal
Year. In each subsequent Fiscal Year, Borrower shall not and shall
not permit any of its Subsidiaries to make Capital Expenditures that,
in the aggregate, shall exceed Capex Cash Flow for such Fiscal Year."
1.5 Section 8 of the Loan Agreement is hereby amended by deleting it
in its entirety and inserting the following in its stead:
"The agreement of Lenders to extend Revolving Credit Loans to Borrower
and of Borrower to borrow money from Lenders pursuant to this
Agreement and the Revolving Credit Notes shall continue for a period
ending on October 31, 1997 ("Original Term") and on each October 31,
commencing October 31, 1994, shall be subject to extension for
successive one-year periods ("Renewal Terms") with the consent of all
the Lenders and the Borrower."
2. REPRESENTATION AND WARRANTIES. In order to induce the Lenders to
enter into this Fifth Amendment, each Borrower represents and warrants that:
2.1 The representations and warranties set forth in Section 4 of the
Agreement, as hereby amended, are true, correct and complete on the date hereof
as if made on and as of the date hereof and that there exists no Default or
Event of Default on the date hereof.
2.2 The execution and delivery by each Borrower of this Fifth
Amendment has been duly authorized by proper corporate proceedings of each
Borrower and this Fifth Amendment, and the Agreement, as amended by this Fifth
Amendment, each constitute a valid and binding obligation of each Borrower.
2.3 Neither the execution and delivery by each Borrower of this Fifth
Amendment, nor the consummation of the transactions herein contemplated, nor
compliance with the provisions hereof will violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on any Borrower or
any Borrower's articles or certificate of incorporation or by-laws or the
provisions of any indenture, instrument or agreement to which any Borrower is a
party or is subject, or by which it or its property, is bound, or conflict with
or constitute a default thereunder.
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3. EFFECTIVE DATE. This Fifth Amendment shall become effective as of the
date first above written (the "Effective Date") upon receipt by the Agent of (i)
four (4) copies of this Amendment duly executed by each Borrower, the Agent and
all Lenders, (ii) copies for each Lender of a certificate executed by each
Borrower certifying incumbency.
4. REFERENCE TO LOAN AGREEMENT. From and after the Effective Date
hereof, each reference in the Loan Agreement to "this Agreement", "hereof", or
"hereunder" or words of like import, and all references to the Loan Agreement in
any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the Loan Agreement, as
amended by this and all previous Amendments.
5. MISCELLANEOUS
5.1 Except as specifically set forth herein, the Loan Agreement and
all provisions contained therein shall remain and continue in full force and
effect.
5.2 The execution delivery and effectiveness of this Fifth Amendment
shall not, except as expressly provided for herein, operate as a waiver of (i)
any right, power or remedy of the Lenders or the Agent under the Loan Agreement,
or (ii) any Default or Event of Default under the Loan Agreement.
5.3 This Fifth Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of Illinois applicable to
contracts made and performed in such State, without regard to the principles
thereof regarding conflict of laws.
5.4 This Fifth Amendment may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one
agreement.
IN WITNESS WHEREOF, this Fifth Amendment has been duly executed as of
the date first written above.
QUIXOTE CORPORATION THE NORTHERN TRUST COMPANY,
as Agent and as Lender
By: /s/ Myron R. Shain By: /s/ Robert T. Jank
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Name: Myron R. Shain Name: Robert T. Jank
Title: Executive Vice Title: Vice President
President - Finance
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ENERGY ABSORPTION SYSTEMS, INC. LA SALLE NATIONAL BANK,
as Lender
By: /s/ Myron R. Shain By: /s/ Betty T. Latson
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Name: Myron R. Shain Name: Betty T. Latson
Title: Vice President Title: First Vice President
DISC MANUFACTURING, INC. NBD BANK, as Lender
By: /s/ Myron R. Shain By: /s/ Peter K. Gillespie
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Name: Myron R. Shain Name: Peter K. Gillespie
Title: President Title: Vice President
STENOGRAPH CORPORATION LEGAL TECHNOLOGIES, INC.
By: /s/ Myron R. Shain By: /s/ Myron R. Shain
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Name: Myron R. Shain Name: Myron R. Shain
Title: Vice President Title: Vice President
DISCOVERY PRODUCTS INTEGRATED INFORMATION SERVICES,
INC.
By: /s/ Myron R. Shain By: /s/ Myron R. Shain
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Name: Myron R. Shain Name: Myron R. Shain
Title: Vice President Title: Vice President
SPIN-CAST PLASTICS, INC. LITIGATION SCIENCES, INC.
By: /s/ Myron R. Shain By: /s/ Myron R. Shain
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Name: Myron R. Shain Name: Myron R. Shain
Title: Vice President Title: Vice President
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COURT TECHNOLOGIES, INC. SAFE-HIT CORPORATION
By: /s/ Myron R. Shain By: /s/ Myron R. Shain
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Name: Myron R. Shain Name: Myron R. Shain
Title: Vice President Title: Vice President
COMPOSITE COMPONENTS, INC.
By: /s/ Myron R. Shain
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Name: Myron R. Shain
Title: Vice President
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