EXHIBIT 10(a)
SIXTH AMENDMENT TO LOAN AGREEMENT
THIS SIXTH AMENDMENT TO LOAN AGREEMENT ("Sixth
Amendment"), dated as of April 3, 1995, 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, as further amended by a Fourth
Amendment to Loan Agreement dated as of May 31, 1994, and as
further amended by a Fifth Amendment to Loan Agreement dated as of
December 15, 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 5.1 of the Agreement is hereby amended by
adding the following subsection (i) thereto:
"(i) Within 52 days after the end of each fiscal quarter,
copies of the unaudited consolidated and consolidating
balance sheets of Quantic (as defined in Section 7.2) and
its Subsidiaries as of the end of such quarter, and the
related consolidated and consolidating statements of
income for that portion of the fiscal year ending as of
the end of such quarter, prepared in accordance with GAAP
(subject to normal year end adjustments)."
1.2 Section 7.2 of the Agreement is hereby amended by
inserting at the end of such section the following:
"and (iii) invest up to $7,500,000 to purchase not less
than forty percent (40%) of the issued and outstanding
capital stock of Quantic Industries, Inc. ("Quantic").
Notwithstanding anything to the contrary contained in
this Section 7.2 or otherwise in this Agreement, neither
Borrower nor any Subsidiary of Borrower shall make any
other investment in, or make or accrue any loan or
advance of money to Quantic, except as expressly
permitted by, and in accordance with the terms of,
Section 7.1 hereof."
2. Representation and Warranties. In order to induce the
Lenders to enter into this Sixth 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
Sixth Amendment has been duly authorized by proper corporate
proceedings of each Borrower and this Sixth Amendment, and the
Agreement, as amended by this Sixth Amendment, each constitute a
valid and binding obligation of each Borrower.
2.3 Neither the execution and delivery by each Borrower
of this Sixth 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.
3. Effective Date. This Sixth Amendment shall become
effective as of the date first above written (the "Effective Date")
upon receipt by the Agent of four (4) copies of this Amendment duly
executed by each Borrower, the Agent and all Lenders.
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
Sixth 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 Sixth 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 Sixth Amendment may be executed in any number
of separate counterparts, each of which shall, collectively and
separately, constitute one agreement.
IN WITNESS WHEREOF, this Sixth 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
------------------------ -----------------------
Name: Myron R. Shain Name: Robert T. Jank
Title: Executive Vice Title: Vice President
President - Finance
ENERGY ABSORPTION SYSTEMS, INC. LA SALLE NATIONAL
BANK,
as Lender
By: /s/Myron R. Shain By: /s/Betty T. Latson
------------------------ -----------------------
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
-------------------------- ---------------------------
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
----------------------- ------------------------
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
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
------------------------ ------------------------
Name: Myron R. Shain Name: Myron R. Shain
Title: Vice President Title: Vice President
COURT TECHNOLOGIES, INC. SAFE-HIT CORPORATION
By: /s/Myron R. Shain By: /s/Myron R. Shain
------------------------ ------------------------
Name: Myron R. Shain Name: Myron R. Shain
Title: Vice President Title: Vice President
COMPOSITE COMPONENTS, INC.
By: /s/Myron R. Shain
------------------------
Name: Myron R. Shain
Title: Vice President