SECOND AMENDMENT AND WAIVER TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS SECOND AMENDMENT AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENT
(this "Second Amendment"), dated as of March 15, 1999, is among QUIXOTE
CORPORATION, a Delaware corporation ("Quixote"), ENERGY ABSORPTION SYSTEMS,
INC., a Delaware corporation (f/k/a Quixote Steno Corporation and successor
by merger to Energy Absorption Systems, Inc., a Delaware corporation and
Litigation Communications, Inc. a Delaware corporation) ("EAS"), QUIXOTE
LASER CORPORATION (f/k/a Disc Manufacturing, Inc.), a Delaware corporation
("DMI"), TRANSAFE CORPORATION, a Delaware corporation ("TranSafe"),
SPIN-CAST PLASTICS, INC., an Indiana corporation ("Spin-Cast"), E-TECH
TESTING SERVICES, INC., a Delaware corporation ("E-Tech"), ROADWAY SAFETY
SERVICE, INC., a Delaware corporation ("Roadway"), SAFE-HIT CORPORATION, a
Nevada corporation ("Safe-Hit"), HIGHWAY INFORMATION SYSTEMS, INC., a
Delaware corporation ("HIS"), NU-METRICS, INC., a Pennsylvania corporation
("Nu-Metrics"), certain lenders signatory hereto ("Lenders"), and THE
NORTHERN TRUST COMPANY, an Illinois banking corporation, as agent for the
Lenders hereunder ("Agent"). Quixote, EAS, DMI, TranSafe, Spin-Cast, E-Tech,
Roadway, Safe-Hit, HIS and Nu-Metrics are individually and collectively
referred to herein as "Borrower." This Second Amendment shall amend that
certain Amended and Restated Loan Agreement dated as of June 30, 1997 among
the Borrower, the Lenders and the Agent, as previously amended by that
certain First Amendment to Revolving Credit Agreement dated as of May 31,
1998 (as amended, restated, modified or supplemented, the "Loan Agreement").
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Agent are parties or,
pursuant to the terms of this Second Amendment, will become parties to the
Loan Agreement;
WHEREAS, on or about April 1, 1998, Quixote acquired 100% of the assets
of HIS, and on or about December 10, 1998, Quixote acquired 100% of the
outstanding capital stock of Nu-Metrics;
WHEREAS, HIS and Nu-Metrics are wholly-owned Subsidiaries of Quixote and
Quixote desires to make each a Borrower under the Loan Agreement;
WHEREAS, Litigation Communications, Inc., a Delaware corporation and a
Borrower under the Loan Agreement ("LCI"), merged into Quixote Steno
Corporation, a Delaware corporation and also a Borrower under the Loan
Agreement, on September 28, 1998 pursuant to the terms of that certain
Agreement and Plan of Merger dated September 28, 1998 between Quixote Steno
Corporation, LCI and other subsidiaries of Quixote Steno Corporation;
WHEREAS, Energy Absorption Systems, Inc., a Delaware corporation and
Borrower under the Loan Agreement merged into Quixote Steno Corporation on
September 30, 1998 pursuant to the terms of that certain Agreement and Plan
of Merger dated September 28, 1998 between such parties;
WHEREAS, pursuant to such Agreement and Plan of Merger between Energy
Absorption Systems, Inc. and Quixote Steno Corporation, Quixote Steno
Corporation remained as the surviving corporation, changed its name to Energy
Absorption Systems, Inc. and assumed all debts and obligations of the former
Energy Absorption Systems, Inc. under such name, including all of its
obligations as a Borrower under the Loan Agreement;
WHEREAS, Legal Technologies, Inc., a Delaware corporation ("LTI") was a
Borrower under the Loan Agreement but dissolved and ceased its corporate
existence on October 5, 1998;
WHEREAS, Quixote LSI Corporation (f/k/a Litigation Services, Inc.), a
Delaware corporation ("LSI") was a Borrower under the Loan Agreement but
dissolved and ceased its corporate existence on December 9, 1998;
WHEREAS, the Borrower has requested that the Agent and the Lenders waive
certain conditions set forth in Section 7.2 of the Loan Agreement, as more
specifically described herein, related to TranSafe's agreement to invest an
aggregate amount of $1,000,000 and acquire an 18.56% interest in
Transportation Management Technologies, L.L.C., a Delaware limited liability
company ("TMT") pursuant to the terms of that certain Limited Liability
Company Operating Agreement of TMT dated as of October 1, 1998; and
WHEREAS, the Borrower has, among other amendments, requested an
extension of one year on the maturity dates for the Revolving Credit Loans,
the Conversion Date, and the Term Loans, and the Lenders and the Agent have
agreed to amend the Loan Agreement in this and other respects as set forth
herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. AMENDMENTS TO THE LOAN AGREEMENT.
1.1 Terms Used. Terms used but not otherwise defined herein are used with
the same meanings as provided therefor in the Loan Agreement.
1.2 Section 1. Section 1 of the Loan Agreement is hereby amended as of the
date hereof by:
(a) deleting the definition of "Applicable Margin" in its entirety and
replacing it with the following:
"Applicable Margin" shall mean the percentage as set forth below then applicable
to, respectively, the Revolving Credit Loan, the Term Loan and the
Unused Revolving Credit Loan Charge as determined by using the following
performance based grid after determining which of the pricing levels (being
Pricing Level I through Pricing Level IV) specified thereon is then in effect:
Net Consolidated Pricing Level Pricing Level Pricing Level Pricing Level
Funded Debt to I II III IV
EBITDA < 1.50 x > /=1.50 > /=2.25 > /=3.0
Revolving Credit
Loan 1.0 1.25 1.50 1.625
Term Loan 1.125 1.375 1.625 1.750
Unused Revolving
Credit Loan Charge .15 .15 .25 .25
For the purposes of the foregoing, (a) prior to September 30, 1998, the
Applicable Margin shall be determined in accordance with Pricing Level I, and
(b) from and after such date, the Applicable Margin shall be determined at
any time by reference to the Net Consolidated Funded Debt to EBITDA Ratio and
any change in the Applicable Margin based on a change in such ratio during
any Fiscal Quarter shall be effective for all purposes on the first day of
the Fiscal Quarter following the last day of the Fiscal Quarter in which such
change occurred as shown in a Compliance Certificate delivered to the Agent
and the Lenders pursuant to Section 5.1(c), which Compliance Certificate
shall set forth the information and make the certifications required in the
form of Exhibit E, including without limitation the detailed computations of
the compliance by the Borrower with the covenants contained in Section 6.3.
Notwithstanding the foregoing, no reduction in the Applicable Margin shall be
effective if a Default or Event of Default shall have occurred and be
continuing. If the Borrower shall at any time fail to timely provide the
Agent and the Lenders with a Compliance Certificate as required pursuant to
Section 5.1, the next higher Pricing Level from that then in effect (but not
higher than Pricing Level IV) shall apply until such Compliance Certificate
is delivered.";
(b) deleting the references to the dates "October 31, 2000" and "October
31, 2004" in the definition of "Commitment Termination Date" and replacing
them with the dates "October 31, 2001" and "October 31, 2005" respectively;
(c) deleting the reference to the date "November 1, 2000" in the
definition of "Conversion Date" and replacing it with the date "November 1,
2001";
(d) deleting the definition of "EBITDA" in its entirety and replacing it
with the following in place thereof:
""EBITDA" shall mean for any fiscal period (i) Consolidated Net Income plus
(ii) to the extent deducted in determining Consolidated Net Income, Interest
Expense and taxes (as stated in the consolidated statement of income for
Quixote and its Subsidiaries) plus (iii) to the extent deducted in
determining Consolidated Net Income, depreciation, amortization and other
similar non-cash charges; provided, that in the event that Borrower has,
directly or indirectly, by operation of law or otherwise, merged or
consolidated with or into, or acquired all or substantially all of the assets
or capital stock of, or otherwise combined with, any Person that is not an
Affiliate of Borrower, EBITDA shall be adjusted to reflect such Person's pro
forma historical or actual EBITDA, as the case may be, in a form acceptable
to Agent; provided, that such Person's historical EBITDA may be adjusted
solely to reflect owner's compensation."; and
(e) deleting the definition of "Net Consolidated Funded Debt to EBITDA
Ratio" in its entirety and replacing it with the following:
""Net Consolidated Funded Debt to EBITDA Ratio" shall mean, at any date of
determination thereof, the ratio of (a) Consolidated Funded Debt less the
aggregate amount of cash and cash equivalents described in Section 7.2(i),
(ii), (iii), (iv) and (v) of the Borrower and its Subsidiaries in excess of
$1,000,000 to (b) EBITDA."
1.3 Section 6.3. Section 6.3 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:
"6.3 Financial Covenants. Quixote and its Subsidiaries shall have, on a
consolidated basis:
(a) at all times a Consolidated Net Worth (which shall be certified by
Quixote at the end of each Fiscal Year) equal to or greater than (i)
$38,000,000, plus, (ii) 50% of Quixote's positive Consolidated Net Income for
the 1998 Fiscal Year and each Fiscal Year thereafter;
(b) at the end of each Fiscal Quarter, a Minimum Interest Coverage Ratio
(which shall be certified by Quixote at the end of each Fiscal Quarter) of
not less than 2.0 to 1.0;
(c) at the end of each Fiscal Quarter, a Consolidated Funded Debt to
Adjusted Capitalization Percentage (which shall be certified by Quixote at
the end of each Fiscal Quarter) equal to or less than 50%; and
(d) at the end of each of the following periods, a Net Consolidated
Funded Debt to EBITDA Ratio (which shall be certified by Quixote at the end
of such period):
Maximum Funded
Period Debt to EBITDA
- ---------------------------------- --------------------------------
June 30, 1997 to December 31, 1997 less than or equal to 4.0 to 1.0
January 1, 1998 to December 31, 1998 less than or equal to 3.75 to 1.0
January 1, 1999 and thereafter less than or equal to 3.5 to 1.0."
1.4 Section 7.3. Section 7.3 of the Loan Agreement is hereby amended by (a)
deleting the word "and" immediately preceding clause (xiii) thereof, and (b)
deleting the "." at the end of Section 7.3 and replacing it with the
following:
"; (xiv) Indebtedness under (A) that certain Participating First Note in the
principal amount of $366,000 dated June 16, 1995 by Nu-Metrics in favor of
the Pennsylvania Industrial Development Authority ("PIDA"), (B) that certain
Second Note in the principal amount of $94,000 dated June 16, 1995 by
Nu-Metrics in favor of PIDA, (C) that certain promissory note in the
principal amount of $75,000 dated August 21, 1995 by Nu-Metrics in favor of
Fay-Penn Economic Development Council ("Fay-Penn") and (D) that certain loan
agreement in the principal amount of $175,000 dated August 31, 1998 by
Nu-Metrics in favor of Fay-Penn."
1.5 Definition of "Borrower". The parties hereto hereby agree that HIS and
Nu-Metrics will henceforth each individually be a "Borrower" under the Loan
Agreement and, together with Quixote, EAS, TranSafe, Spin-Cast, DMI, E-Tech,
Roadway and Safe-Hit, shall collectively henceforth be the "Borrower" under
the terms of the Loan Agreement. The definition of "Borrower" set forth in
the preamble to the Loan Agreement is hereby amended to mean the entities,
individually and collectively, set forth in this Section 1.5.
1.6 Exhibits. Exhibits A, B, C and E to the Loan Agreement are deleted in
their entirety and Exhibits A, B, C and E attached hereto are substituted in
lieu thereof.
1.7 Schedule 1. Schedule 1 is attached hereto and made a part hereof and a
part of the Loan Agreement. The Borrower has included the information set
forth in Schedule 1 in order to amend and supplement the information provided
by the Borrower on the Closing Date in the various schedules to the Loan
Agreement and in order to make the information contained therein accurate and
complete as of the date hereof.
2. WAIVER.
The Agent and the Required Lenders hereby waive any Default or Event of
Default under Section 7.2 of the Loan Agreement arising out of the Borrower's
failure to comply with the restrictions on investments imposed by such section
and caused by that certain agreement by TranSafe to make an investment not to
exceed $1,000,000 in the aggregate to acquire 18.56% of the limited liability
company interests in TMT pursuant to the terms of that certain Limited Liability
Company Operating Agreement of TMT dated as of October 1, 1998. The waiver by
the Agent and the Required Lenders as
described above shall not operate as a consent or waiver of (i) any other
right, power or remedy of the Agent or the Lenders under the Loan Documents,
or (ii) any other Default or Event of Default under the Loan Agreement. Such
waiver is only applicable and shall only be effective in the specific
instance and for the specific purpose for which made or given.
3. REPRESENTATIONS AND WARRANTIES.
The Borrower hereby remakes, as at the date of execution hereof, all of
the representations and warranties set forth in Section 4 of the Loan
Agreement as amended hereby and as amended and supplemented by Schedule 1
hereto, and additionally represents and warrants that: (a) the borrowings
under the Loan Agreement as amended hereby, the execution and delivery by the
Borrower of this Second Amendment and the performance by the Borrower of its
obligations under this Second Amendment and the Loan Agreement as amended
hereby are within the Borrower's corporate powers, have been authorized by
all necessary corporate action, have received all necessary governmental
approval (if any shall be required) and do not and will not contravene or
conflict with any provision of law or of the charter or by-laws of the
Borrower or any subsidiary or of any agreement binding upon the Borrower or
any subsidiary; (b) no Default or Event of Default under the Loan Agreement
as amended hereby has occurred and is continuing on the date of execution
hereof; and (c) the information provided herein and in Schedule 1 hereto with
respect to HIS and Nu-Metrics, with respect to the mergers involving EAS
described in the Recitals hereto, with respect to the dissolution of LSI and
LTI and with respect to all other matters contained herein and therein, is
true and complete in all respects and fully and completely amends and
supplements all of the schedules provided by the Borrower pursuant to the
Loan Agreement as necessary to make the information contained in such
schedules accurate and complete as of the date hereof.
4. CONDITIONS OF EFFECTIVENESS.
The effectiveness of this Second Amendment is subject to the conditions
precedent that the Agent shall have received all of the following, in form
and substance satisfactory to the Agent and its counsel, at the expense of
the Borrower, and, as appropriate, dated as of the date hereof and in such
number of signed counterparts as the Agent may request:
(a) Second Amendment. This Second Amendment;
(b) Resolutions/Incumbency. A certificate from the Secretary or
Assistant Secretary of each Borrower certifying (i) the name(s) of the
officer or officers of the Borrower authorized to sign this Second Amendment
and the other documents provided for in this Second Amendment, together with
a sample of the true signature of each such officer (the Agent may
conclusively rely on each such certificate until formally advised by a like
certificate of any changes therein), (ii) true and correct copies of any
resolutions of the Board of Directors of each Borrower authorizing or
ratifying the execution, delivery and performance of this Second Amendment,
the Loan Agreement as amended hereby, the Amended and Restated Revolving
Credit Notes and other documents provided for in this Second Amendment,
(iii) for the each of the certificates of TranSafe, E-Tech, Roadway and
Safe-Hit, there has been no change in the Certificate of Incorporation or
Bylaws for such Borrower since June 30, 1997 and such Certificate of
Incorporation and Bylaws are in full force and effect as of the date hereof
and no steps have been taken by the directors or stockholders of such
Borrower to effect or authorize any amendment or modification thereto; and
(iv) for the certificates of each of Quixote, Spin-Cast, EAS, HIS and
Nu-Metrics, respectively, true and correct copies of (A) the Certificate of
Incorporation of each of Quixote, Spin-Cast, EAS, HIS and Nu-Metrics, and all
amendments thereto, as certified by the Secretary of State of the state of
incorporation for each entity, and (B) the Bylaws of each of Quixote,
Spin-Cast, EAS, HIS and Nu-Metrics;
(c) No Default - Representations Accurate. A certificate of each
Borrower, dated the date hereof, that (i) no Default or Event of Default has
occurred and is continuing and (ii) all representations and warranties
contained in the Loan Agreement as further amended hereby and as amended and
supplemented by the information set forth in Schedule 1 attached hereto, are
true and complete as of the date hereof;
(d) Amended and Restated Revolving Credit Notes. An original Amended and
Restated Revolving Credit Note dated as of the date hereof in the form of
Exhibit B attached hereto in favor of each Lender and executed by each
Borrower as replacements for the Revolving Credit Notes executed and
delivered on the Closing Date pursuant to Section 2.1(b) of the Loan
Agreement;
(e) Return and Cancellation of Existing Revolving Credit Notes. The
Revolving Credit Notes executed and delivered on the Closing Date for
cancellation and return to the Borrower;
(f) Lien Searches. UCC lien search reports of filings against HIS and
Nu-Metrics and tax lien and judgment searches relating to HIS and Nu-Metrics
for such jurisdictions as Agent deems appropriate;
(g) Good Standing Certificates. Good Standing Certificates for each of
HIS and Nu-Metrics from the Secretaries of State of each state in which they
are qualified to do business;
(h) Legal Opinion. The opinion of Joan R. Riley, General Counsel of
Borrower, addressed to the Lenders and the Agent in the form of Exhibit D
attached hereto and made a part hereof;
(i) Documents Relating to Corporate Restructuring. Certificates of
Dissolution, Certificates of Merger or other certificates, certified by the
appropriate Secretaries of State in the jurisdictions where filed, and other
appropriate documents as required by the Agent, relating to the merger
agreements involving EAS and the dissolution of LSI and LTI;
(j) Accountant's Letter. A letter to PricewaterhouseCoopers, L.L.P., the
independent accountants for Borrower, in form and substance satisfactory to
Agent, executed by the Borrower; and
(k) Miscellaneous. Such other documents as the Agent may request.
5. MISCELLANEOUS.
5.1 Counterparts. This Second Amendment may be executed by the parties on
any number of separate counterparts and by each party on separate
counterparts; each counterpart shall be deemed an original instrument; and
all of the counterparts taken together shall be deemed to constitute one and
the same instrument.
5.2 Exhibits and Schedules. All exhibits and schedules attached hereto are
made a part hereof and incorporated herein as though fully set forth herein.
5.3 Successors and Assigns. This Second Amendment and the Loan Agreement as
amended hereby shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Agent and their respective successors and assigns.
5.4 Captions. Captions in this Second Amendment are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.
5.5 Fees. The Borrower agrees to pay or reimburse the Agent for all
reasonable costs and expenses of preparing and seeking advice in regard to
this Second Amendment and any document or instrument executed in connection
herewith and therewith (including legal fees and reasonable time charges of
attorneys who may be employees of the Agent, whether in or out of court, in
original or appellate proceedings or in bankruptcy).
5.6 CONSTRUCTION. THIS SECOND AMENDMENT, THE LOAN AGREEMENT AS AMENDED
HEREBY AND ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH OR
THEREWITH SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE INTERNAL 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, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA. AGENT, EACH LENDER AND BORROWER AGREE TO SUBMIT TO PERSONAL
JURISDICTION AND TO WAIVE ANY OBJECTION AS TO VENUE IN THE COUNTY OF COOK,
STATE OF ILLINOIS. BORROWER AGREES NOTHING HEREIN SHALL PRECLUDE AGENT, ANY
LENDER OR BORROWER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION.
5.7 MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION
WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY
RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE
STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE
LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTON, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND
ANY RIGHTS OR REMEDIES UNDER THIS SECOND AMENDMENT, ANY OF THE OTHER LOAN
DOCUMENTS OR ANY OF THE OTHER AGREEMENTS.
5.8 Amendment to Loan Agreement. This Second Amendment shall be deemed to
be an amendment to the Loan Agreement. All references to the Loan Agreement
in any other document or instrument shall be deemed to refer to the Loan
Agreement as amended hereby. As hereby amended, the Loan Agreement is hereby
ratified and confirmed in each and every respect.
[signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed by their duly authorized officers as of the day and year first
written above.
THE NORTHERN TRUST COMPANY,
as Agent and as Lender
By: /s/ Robert T. Jank
----------------------------------
Name: Robert T. Jank
-------------------------------
Title: Senior Vice President
-------------------------------
LASALLE NATIONAL BANK,
as Lender
By: /s/ Betty Latson
----------------------------------
Name: Betty Latson
-------------------------------
Title: Senior Vice President
-------------------------------
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO,
as Lender
By: /s/ Stacey J. Huels
----------------------------------
Name: Stacey J. Huels
-------------------------------
Title: Vice President
-------------------------------
QUIXOTE CORPORATION ENERGY ABSORPTION SYSTEMS, INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title(s): Vice President and Treasurer Title(s): Vice President and
Treasurer
HIGHWAY INFORMATION SYSTEMS, NU-METRICS, INC.
INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title(s): Vice President and Treasurer Title(s): Vice President and
Treasurer
ROADWAY SAFETY SERVICE, INC. TRANSAFE CORPORATION
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title(s): Vice President and Treasurer Title(s): Vice President and
Treasurer
E-TECH TESTING SERVICES, INC. SPIN-CAST PLASTICS, INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title(s): Vice President and Treasurer Title(s): Vice President and
Treasurer
QUIXOTE LASER CORPORATION SAFE-HIT CORPORATION
(f/k/a Disc Manufacturing, Inc.)
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title(s): Vice President and Treasurer Title(s): Vice President and
Treasurer
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
(The Northern Trust Company)
$13,334,000 Chicago, Illinois
March 15, 1999
FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, ENERGY
ABSORPTION SYSTEMS, INC. (f/k/a Quixote Steno Corporation and successor by
merger to Energy Absorption Systems, Inc. and Litigation Communications,
Inc.), QUIXOTE LASER CORPORATION (f/k/a Disc Manufacturing, Inc.), TRANSAFE
CORPORATION, SPIN-CAST PLASTICS, INC., E-TECH TESTING SERVICES, INC., ROADWAY
SAFETY SERVICE, INC., SAFE-HIT CORPORATION, HIGHWAY INFORMATION SYSTEMS, INC.
and NU-METRICS, INC., (each individually a "Borrower" and collectively, the
"Borrowers") hereby JOINTLY AND SEVERALLY PROMISE TO PAY to the order of THE
NORTHERN TRUST COMPANY, an Illinois banking corporation ("Lender"), or its
registered assigns, at 50 South LaSalle Street, Chicago, Illinois 60675, or
at such other place as the holder of this Note may designate from time to
time in writing, in lawful money of the United States of America and in
immediately available funds, the principal amount of THIRTEEN MILLION THREE
HUNDRED THIRTY-FOUR THOUSAND DOLLARS ($13,334,000), or such lesser principal
amount as may be outstanding pursuant to the Loan Agreement (as hereinafter
defined) with respect to the Revolving Credit Loan, together with interest on
the unpaid principal amount of this note outstanding from time to time.
This Note is the Revolving Credit Note referred to in, and
evidences certain indebtedness incurred under, the Amended and Restated Loan
Agreement dated as of June 30, 1997 (herein as it may be amended, modified or
supplemented from time to time, the "Loan Agreement"), among each Borrower,
"Lenders" (as defined therein) and The Northern Trust Company, as agent for
such Lenders, and is entitled to the benefit and security of the "Loan
Documents" (as defined in the Loan Agreement) provided for therein, to which
reference is hereby made for a statement of all of the terms and conditions
under which the loan evidenced hereby is made. All capitalized terms herein,
unless otherwise defined, shall have the meanings ascribed to them in the
Loan Agreement.
The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Loan Agreement.
Interest thereon, less any taxes payable by withholding, shall be paid until
such principal amount is paid in full at such interest rates and at such
times as are specified in the Loan Agreement.
If any payment on this Note becomes due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
Upon and after the occurrence of an Event of Default, this Note
shall or may, as provided in the Loan Agreement, and without demand, notice
or legal process of any kind, become or be declared immediately due and
payable.
The right to receive principal of, and stated interest on, this
Note may only be transferred through Borrower's book entry system.
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by Borrower.
This Note shall be interpreted, governed by, and construed in
accordance with the internal laws of the State of Illinois.
THIS NOTE, ISSUED AND DELIVERED ON THE DATE HEREOF TO THE AGENT, ON
BEHALF OF THE LENDERS, IS ISSUED IN REPLACEMENT AND SUBSTITUTION FOR, AND NOT
IN PAYMENT OF THAT CERTAIN AMENDED AND RESTATED REVOLVING CREDIT NOTE IN THE
ORIGINAL PRINCIPAL AMOUNT OF $13,334,000 DATED JUNE 30, 1997 (WHICH IN TURN
WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN REVOLVING CREDIT
NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $21,666,668 DATED MARCH 31, 1996
WHICH IN TURN WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN
REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $23,333,334 DATED NOVEMBER
10, 1995) AND NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO DEEM PAID OR
FORGIVEN THE UNPAID PRINCIPAL AMOUNT OF, OR UNPAID ACCRUED INTEREST ON, SAID
NOTE AT THE TIME OF ITS REPLACEMENT BY THIS NOTE.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Revolving
Credit Note to be executed by their duly authorized officers as of the day
and year first written above.
QUIXOTE CORPORATION ENERGY ABSORPTION SYSTEMS, INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and
Treasurer
QUIXOTE LASER CORPORATION ROADWAY SAFETY SERVICE, INC.
(f/k/a Disc Manufacturing, Inc.)
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
HIGHWAY INFORMATION SYSTEMS, TRANSAFE CORPORATION
INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
NU-METRICS, INC. SPIN-CAST PLASTICS, INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
E-TECH TESTING SERVICES, INC. SAFE-HIT CORPORATION
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
(LaSalle National Bank)
$13,333,000 Chicago, Illinois
March 15, 1999
FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, ENERGY
ABSORPTION SYSTEMS, INC. (f/k/a Quixote Steno Corporation and successor by
merger to Energy Absorption System, Inc. and Litigation Communications,
Inc.), QUIXOTE LASER CORPORATION (f/k/a Disc Manufacturing, Inc.), TRANSAFE
CORPORATION, SPIN-CAST PLASTICS, INC., E-TECH TESTING SERVICES, INC., ROADWAY
SAFETY SERVICE, INC., SAFE-HIT CORPORATION, HIGHWAY INFORMATION SYSTEMS, INC.
and NU-METRICS, INC., (each individually a "Borrower" and collectively, the
"Borrowers") hereby JOINTLY AND SEVERALLY PROMISE TO PAY to the order of
LASALLE NATIONAL BANK, a national banking association ("Lender"), or its
registered assigns, at 120 South LaSalle Street, Chicago, Illinois 60603, or
at such other place as the holder of this Note may designate from time to
time in writing, in lawful money of the United States of America and in
immediately available funds, the principal amount of THIRTEEN MILLION THREE
HUNDRED THIRTY-THREE THOUSAND DOLLARS ($13,333,000), or such lesser principal
amount as may be outstanding pursuant to the Loan Agreement (as hereinafter
defined) with respect to the Revolving Credit Loan, together with interest on
the unpaid principal amount of this note outstanding from time to time.
This Note is the Revolving Credit Note referred to in, and
evidences certain indebtedness incurred under, the Amended and Restated Loan
Agreement dated as of June 30, 1997 (herein as it may be amended, modified or
supplemented from time to time, the "Loan Agreement"), among each Borrower,
"Lenders" (as defined therein) and The Northern Trust Company, as agent for
such Lenders, and is entitled to the benefit and security of the "Loan
Documents" (as defined in the Loan Agreement) provided for therein, to which
reference is hereby made for a statement of all of the terms and conditions
under which the loan evidenced hereby is made. All capitalized terms herein,
unless otherwise defined, shall have the meanings ascribed to them in the
Loan Agreement.
The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Loan Agreement.
Interest thereon, less any taxes payable by withholding, shall be paid until
such principal amount is paid in full at such interest rates and at such
times as are specified in the Loan Agreement.
If any payment on this Note becomes due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
Upon and after the occurrence of an Event of Default, this Note
shall or may, as provided in the Loan Agreement, and without demand, notice
or legal process of any kind, become or be declared immediately due and
payable.
The right to receive principal of, and stated interest on, this
Note may only be transferred through Borrower's book entry system.
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by Borrower.
This Note shall be interpreted, governed by, and construed in
accordance with the internal laws of the State of Illinois.
THIS NOTE, ISSUED AND DELIVERED ON THE DATE HEREOF TO THE AGENT, ON
BEHALF OF THE LENDERS, IS ISSUED IN REPLACEMENT AND SUBSTITUTION FOR, AND NOT
IN PAYMENT OF THAT CERTAIN AMENDED AND RESTATED REVOLVING CREDIT NOTE IN THE
ORIGINAL PRINCIPAL AMOUNT OF $13,333,000 DATED JUNE 30, 1997 (WHICH IN TURN
WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN REVOLVING CREDIT
NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $21,666,666 DATED MARCH 31, 1996
WHICH IN TURN WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN
REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $23,333,333 DATED NOVEMBER
10, 1995) AND NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO DEEM PAID OR
FORGIVEN THE UNPAID PRINCIPAL AMOUNT OF, OR UNPAID ACCRUED INTEREST ON, SAID
NOTE AT THE TIME OF ITS REPLACEMENT BY THIS NOTE.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Revolving Credit Note to be executed by their duly authorized officers
as of the day and year first written above.
QUIXOTE CORPORATION ENERGY ABSORPTION SYSTEMS, INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
QUIXOTE LASER CORPORATION ROADWAY SAFETY SERVICES, INC.
(f/k/a Disc Manufacturing, Inc.)
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
HIGHWAY INFORMATION SYSTEMS, TRANSAFE CORPORATION
INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
NU-METRICS, INC. SPIN-CAST PLASTICS, INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
E-TECH TESTING SERVICES, INC. SAFE-HIT CORPORATION
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
(American National Bank and Trust Company of Chicago)
$13,333,000 Chicago, Illinois
March 15, 1999
FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, ENERGY
ABSORPTION SYSTEMS, INC. (f/k/a Quixote Steno Corporation and successor by
merger to Energy Absorption Systems, Inc. and Litigation Communications,
Inc.), QUIXOTE LASER CORPORATION (f/k/a Disc Manufacturing, Inc.), TRANSAFE
CORPORATION, SPIN-CAST PLASTICS, INC., E-TECH TESTING SERVICES, INC., ROADWAY
SAFETY SERVICE, INC., SAFE-HIT CORPORATION, HIGHWAY INFORMATION SYSTEMS, INC.
and NU-METRICS, INC., (each individually a "Borrower" and collectively, the
"Borrowers") hereby JOINTLY AND SEVERALLY PROMISE TO PAY to the order of
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Lender"), or its
registered assigns, at 30 South Wacker Drive, Chicago, Illinois 60606, or at
such other place as the holder of this Note may designate from time to time
in writing, in lawful money of the United States of America and in
immediately available funds, the principal amount of THIRTEEN MILLION THREE
HUNDRED THIRTY-THREE THOUSAND DOLLARS ($13,333,000), or such lesser principal
amount as may be outstanding pursuant to the Loan Agreement (as hereinafter
defined) with respect to the Revolving Credit Loan, together with interest on
the unpaid principal amount of this note outstanding from time to time.
This Note is the Revolving Credit Note referred to in, and
evidences certain indebtedness incurred under, the Amended and Restated Loan
Agreement dated as of June 30, 1997 (herein as it may be amended, modified or
supplemented from time to time, the "Loan Agreement"), among each Borrower,
"Lenders" (as defined therein) and The Northern Trust Company, as agent for
such Lenders, and is entitled to the benefit and security of the "Loan
Documents" (as defined in the Loan Agreement) provided for therein, to which
reference is hereby made for a statement of all of the terms and conditions
under which the loan evidenced hereby is made. All capitalized terms herein,
unless otherwise defined, shall have the meanings ascribed to them in the
Loan Agreement.
The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Loan Agreement.
Interest thereon, less any taxes payable by withholding, shall be paid until
such principal amount is paid in full at such interest rates and at such
times as are specified in the Loan Agreement.
If any payment on this Note becomes due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
Upon and after the occurrence of an Event of Default, this Note
shall or may, as provided in the Loan Agreement, and without demand, notice
or legal process of any kind, become or be declared immediately due and
payable.
The right to receive principal of, and stated interest on, this
Note may only be transferred through Borrower's book entry system.
Demand, presentment, protest and notice of nonpayment and protest
are hereby waived by Borrower.
This Note shall be interpreted, governed by, and construed in
accordance with the internal laws of the State of Illinois.
THIS NOTE, ISSUED AND DELIVERED ON THE DATE HEREOF TO THE AGENT, ON
BEHALF OF THE LENDERS, IS ISSUED IN REPLACEMENT AND SUBSTITUTION FOR, AND NOT
IN PAYMENT OF THAT CERTAIN AMENDED AND RESTATED REVOLVING CREDIT NOTE IN THE
ORIGINAL PRINCIPAL AMOUNT OF $13,333,000 DATED JUNE 30, 1997 (WHICH IN TURN
WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN REVOLVING CREDIT
NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $21,666,666 DATED MARCH 31, 1996
WHICH IN TURN WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN
REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $23,333,333 DATED NOVEMBER
10, 1995) AND NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO DEEM PAID OR
FORGIVEN THE UNPAID PRINCIPAL AMOUNT OF, OR UNPAID ACCRUED INTEREST ON, SAID
NOTE AT THE TIME OF ITS REPLACEMENT BY THIS NOTE.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Revolving
Credit Note to be executed by their duly authorized officers as of the day and
year first written above.
QUIXOTE CORPORATION ENERGY ABSORPTION SYSTEMS, INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
QUIXOTE LASER CORPORATION ROADWAY SAFETY SERVICE, INC.
(f/k/a Disc Manufacturing, Inc.)
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
HIGHWAY INFORMATION SYSTEMS, TRANSAFE CORPORATION
INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
NU-METRICS, INC. SPIN-CAST PLASTICS, INC.
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer
E-TECH TESTING SERVICES, INC. SAFE-HIT CORPORATION
By: /s/ Daniel P. Gorey By: /s/ Daniel P. Gorey
--------------------------------- --------------------------------
Name: Daniel P. Gorey Name: Daniel P. Gorey
Title: Vice President and Treasurer Title: Vice President and Treasurer