EXECUTION COPY
EIGHTH AMENDMENT TO LOAN AGREEMENT
THIS EIGHTH AMENDMENT TO LOAN AGREEMENT ("Eighth Amendment"), executed
as of June 4, 1996 and effective as of March 31, 1996, 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"),
QUIXOTE STENO CORPORATION (f/k/a 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"), QUIXOTE
IIS CORPORATION (f/k/a Integrated Information Services, Inc.), a Delaware
corporation ("IIS"), QUIXOTE LSI CORPORATION (f/k/a 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 that 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 May 31, 1994, as further amended by a Fifth
Amendment to Loan Agreement dated December 15, 1994, as further amended by a
Sixth Amendment to Loan Agreement dated April 3, 1995 and as further amended by
a Seventh Amendment to Loan Agreement dated November 10, 1995 (as so amended and
as the same may be hereafter amended, restated, supplemented or otherwise
modified, the "Loan Agreement").
B. Effective January 31, 1996, Litigation Sciences, Inc. changed its
corporate name to Quixote LSI Corporation.
C. Effective May 15, 1996, Stenograph Corporation changed its
corporate name to Quixote Steno Corporation.
D. Effective May 15, 1996, Integrated Information Services, Inc.
changed its corporate name to Quixote IIS Corporation.
E. Subject to the terms, covenants, conditions and representations
set forth herein and at the request of Borrower, the Lenders wish to waive
certain Defaults and/or Events of Default under the Loan Agreement.
F. Pursuant to the terms of the Loan Agreement and at the request of
Borrower, the parties wish to further amend the Loan Agreement.
G. In consideration of the mutual agreements contained herein, and
subject to the terms and conditions hereof, the parties hereto agree as follows:
1. AMENDMENTS TO 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 OF THE LOAN AGREEMENT. Section 1 of the Loan Agreement
is hereby amended by deleting the definition of Maximum Revolving Credit Loan
and inserting the following in its stead:
"'Maximum Revolving Credit Loan' shall mean an amount equal to
$65,000,000, subject to reduction as provided in Section 2.4."
1.3 ADDITIONS TO SECTION 1 OF THE LOAN AGREEMENT. Section 1 of the
Loan Agreement is hereby further amended by adding the following definitions
thereto in their proper alphabetical order:
"'Adjusted EBITDA to Debt Service Payments Ratio' shall mean, for any
fiscal period, the ratio of (a) (i) EBITDA during such fiscal period MINUS
(ii) Capital Expenditures during such fiscal period to (b) the sum of (i)
Interest Expense during such fiscal period PLUS (ii) regularly scheduled
payments of principal on Funded Debt during such fiscal period, in each
case as determined in accordance with GAAP for Quixote and its Subsidiaries
on a consolidated basis.
"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 Quixote and its
Subsidiaries' consolidated statement of income) PLUS (iii) to the extent
deducted in determining Consolidated Net Income, depreciation, amortization
and other similar non-cash charges.
"Interest Expense" shall mean, for any fiscal period, the interest
expense of Quixote and its Subsidiaries (as determined in accordance with
GAAP on a consolidated basis) for such period in respect of Funded Debt,
excluding the amortization of capitalized debt transaction costs."
-2-
1.4 SECTION 2.1 OF THE LOAN AGREEMENT. Section 2.1 of the Loan
Agreement is hereby amended by deleting the first and second sentences of such
Section and inserting the following in its stead:
"The maximum aggregate amount of the Revolving Credit Loan to be made
by each Lender (such Lender's "Revolving Credit Loan Commitment") shall be
the amount set below such Lender's name on the signature pages to the
Eighth Amendment to Loan Agreement effective as of March 31, 1996. The
aggregate principal amount of the Revolving Credit Loan Commitments is
$65,000,000."
1.5 SECTION 6.3(b) OF THE LOAN AGREEMENT. Section 6.3 of the Loan
Agreement is hereby amended by deleting subsection (b) thereof and inserting the
following in its stead:
"(b) (i) at the end of the Fiscal Quarter ending June 30, 1996, a
positive Consolidated Net Income for such Fiscal Quarter, (ii) at the end
of the Fiscal Quarter ending September 30, 1996, for the two Fiscal Quarter
period then ended, a positive Consolidated Net Income and (iii) at the end
of each succeeding Fiscal Quarter, for the three Fiscal Quarter period then
ended, a positive Consolidated Net Income (in each case certified by
Quixote at the end of such Fiscal Quarter)."
1.6 SECTION 6.3(e) OF THE LOAN AGREEMENT. Section 6.3 of the Loan
Agreement is hereby amended by deleting subsection (e) thereof and inserting the
following in its stead:
"(e)(i) at the end of the Fiscal Quarter ending June 30, 1996, for
such Fiscal Quarter, an Adjusted EBITDA to Debt Service Payments Ratio
equal to or greater than 1.75 to 1.0, (ii) at the end of the Fiscal Quarter
ending September 30, 1996, for the two Fiscal Quarter period then ended, an
Adjusted EBITDA to Debt Service Payments Ratio equal to or greater than
1.75 to 1.0, (iii) at the end of the Fiscal Quarter ending December 31,
1996, for the three Fiscal Quarter period then ended, an Adjusted EBITDA to
Debt Service Payments Ratio equal to or greater than 1.75 to 1.0, (iv) at
the end of each of the Fiscal Quarters ending on March 31, 1997, June 30,
1997 and September 30, 1997, for the four Fiscal Quarter period then ended,
an Adjusted EBITDA to Debt Service Payments Ratio equal to or greater than
1.75 to 1.0 and (v) at the end of each Fiscal Quarter ending on or after
December 31, 1997, for the four Fiscal Quarter period then ended, an
Adjusted EBITDA to Debt Service Payments Ratio equal to or greater than
2.0 to 1.0 (in each case certified by Quixote at the end of each Fiscal
Quarter)."
1.7 SECTION 7.1 OF THE LOAN AGREEMENT. Section 7.1 of the Loan
Agreement is hereby amended by deleting the term "50%" from the ninth line
thereof and inserting the term "30%" in its stead.
1.8 SECTION 7.9 OF THE LOAN AGREEMENT. Section 7.9 of the Loan
Agreement is hereby amended by deleting it and inserting the following in its
stead:
-3-
"7.9 CAPITAL EXPENDITURES. Borrower shall not and shall not permit
any of its Subsidiaries to make Capital Expenditures within any Fiscal Year
that, in the aggregate, shall exceed (i) for the 1996 Fiscal Year, the
lesser of (A) $20,000,000 or (B) the sum of Quixote's Consolidated Net
Income attributable to its continuing operations plus depreciation and
amortization for the 1996 Fiscal Year and (ii) for the 1997 Fiscal Year and
each Fiscal Year thereafter, the lesser of (A) $12,000,000 or (B) the sum
of Quixote's Consolidated Net Income plus depreciation and amortization for
such Fiscal Year."
1.9 EXHIBIT B TO THE LOAN AGREEMENT. Exhibit B to the Loan Agreement
is hereby amended by deleting it in its entirety and inserting in lieu thereof a
new Exhibit B, which is attached hereto as Annex 1.
1.10 REFERENCES TO STENOGRAPH, IIS AND LSI. The Loan Agreement
is hereby amended as follows:
(a) effective as of January 31, 1996, all references to "LSI" shall
be deemed references to Quixote LSI Corporation (f/k/a Litigation Sciences,
Inc.);
(b) effective as of May 15, 1996, all references to "Stenograph"
shall be deemed references to Quixote Steno Corporation (f/k/a Stenograph
Corporation); and
(c) effective as of May 15, 1996, all references to "IIS" shall be
deemed references to Quixote IIS Corporation (f/k/a Integrated Information
Services, Inc.).
2. WAIVER. Subject to the terms, covenants, conditions and
representations set forth herein, the Lenders hereby waive any and all Defaults
or Events of Default caused by Borrower's failure to comply with the terms of
subsections 6.3(b) and 6.3(e) of the Loan Agreement during the Fiscal Quarter
ending March 31, 1996. This waiver shall be limited precisely as written and
shall not be deemed to prejudice the Lenders' rights and remedies with respect
to any future Defaults or Events of Default.
3. REPRESENTATION AND WARRANTIES. In order to induce the Lenders to
enter into this Eighth Amendment, each Borrower represents and warrants that:
3.1 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 of
Event of Default on the date hereof (other than as specifically waived in
Section 2 hereof).
3.2 The execution and delivery by each Borrower of this Eighth
Amendment has been duly authorized by proper corporate proceedings of each
Borrower and this Eighth Amendment, and the Agreement, as amended by this Eighth
Amendment, constitutes a valid and binding obligation of each Borrower.
-4-
3.3 Neither the execution and delivery by each Borrower of this
Eighth 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 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.
4. EFFECTIVE DATE. This Eighth Amendment shall become effective as of
the effective date first above written (the "Effective Date") upon receipt by
the Agent of (i) five (5) copies of this Amendment duly executed by each
Borrower, the Agent and all Lenders, (ii) Revolving Credit Notes executed by
each Borrower in favor of each of the Lenders substantially in the form of ANNEX
1 hereto (the "Replacement Notes"), (iii) copies for each Lender of a
certificate executed by each Borrower certifying (a) board resolutions
authorizing the execution and delivery of this Eighth Amendment and the
Replacement Notes and authorizing the borrowings contemplated thereby and (b)
incumbency, and (iv) a $24,000 closing fee.
5. 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.
6. MISCELLANEOUS.
6.1 Except as specifically set forth herein, the Loan Agreement and
all provisions of contained therein shall remain and continue in full force and
effect.
6.2 The execution delivery and effectiveness of this Eighth Amendment
shall not, except as expressly provided in Section 2 hereof, operate as a waiver
of (i) any right, power or remedy of the Lenders or the Agent under the Loan
Agreement or any of the other Loan Documents, or (ii) any Default or Event of
Default under the Loan Agreement or any of the other Loan Documents.
6.3 This Eighth 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.
6.4 This Eighth Amendment may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one
agreement.
[signature page follows]
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IN WITNESS WHEREOF, this Eighth Amendment has been duly executed as of
June 4, 1996 and when effective shall be effective as of March 31, 1996.
THE NORTHERN TRUST COMPANY,
as Agent and as Lender
By: /s/ Xxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
Revolving Credit Loan
Commitment: $21,666,668
LA SALLE NATIONAL BANK,
as Lender
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: First Vice President
Revolving Credit Loan
Commitment: $21,666,666
NBD BANK,
as Lender
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
Revolving Credit Loan
Commitment: $21,666,666
-6-
QUIXOTE CORPORATION ENERGY ABSORPTION SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- ----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Executive Vice President - Finance Title: Vice President
DISC MANUFACTURING, INC. QUIXOTE STENO CORPORATION
(f/k/a Stenograph Corporation)
By: /s/ Xxxxx X.Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- ----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: President Title: Vice President
LEGAL TECHNOLOGIES, INC. DISCOVERY PRODUCTS
(f/k/a Stenograph
Legal Services, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- ----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
QUIXOTE IIS CORPORATION SPIN-CAST PLASTICS, INC.
(f/k/a Intergrated Information
Services, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- ----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
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QUIXOTE LSI CORPORATION COURT TECHNOLOGIES, INC.
(f/k/a Litigation Sciences, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- ----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
SAFE-HIT CORPORATION COMPOSITE COMPONENTS, INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- ----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
-8-
EXHIBIT 1 TO
EIGHTH AMENDMENT
----------------
EXHIBIT B
---------
FORM OF
REVOLVING CREDIT NOTE
---------------------
$____________ Chicago, Illinois
March 31, 1996
FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, a Delaware
corporation, ENERGY ABSORPTION SYSTEMS, INC., a Delaware corporation, DISC
MANUFACTURING, INC., a Delaware corporation, LEGAL TECHNOLOGIES, INC., a
Delaware corporation, QUIXOTE STENO CORPORATION (f/k/a Stenographic
Corporation) a Delaware corporation, DISCOVERY PRODUCTS, INC, (f/k/a Stenograph
Legal Services, Inc.), a Delaware corporation, SPIN-CAST PLASTICS, INC., an
Indiana corporation, COURT TECHNOLOGIES, INC., a Delaware corporation, COMPOSITE
COMPONENTS, INC., a Delaware corporation, QUIXOTE IIS CORPORATION
(f/k/a Integrated Information Services, Inc.), a Delaware corporation, and
QUIXOTE LSI CORPORATION (f/k/a Litigation Sciences, Inc.), a Delaware
corporation, SAFE-HIT CORPORATION, a Nevada corporation (each individually a
"Borrower" and collectively, the "Borrowers"), hereby JOINTLY AND SEVERALLY
PROMISE TO PAY to the order of_________________, a ___________ corporation
("Lender"), or its registered assigns, at ________________, or at such other
place as the holder of this Note may designate from time to time in writing, in
lawful money of the United States of America and in immediately available funds,
the principal amount of ________________________ Dollars ($________), 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 a Revolving Credit Note issued pursuant to Section 2.1(b) of
that certain Loan Agreement dated as of June 26, 1992, as amended, among
each of the Borrowers, the "Lenders" (as defined therein) and The Northern
Trust Company, as agent for such Lenders (the "Loan Agreement"), 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 principle 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 laws of the State of Illinois.
THIS REVOLVING CREDIT NOTE HAS BEEN ISSUED IN SUBSTITUTION AND REPLACEMENT OF
THAT CERTAIN REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $_______ DATED
NOVEMBER 10,1995 (WHICH IN TURN WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF
THAT CERTAIN REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $_______ DATED
MAY 31, 1994) 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:___________________________ By:_____________________________
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Executive Vice President - Finance Title: Vice President
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DISC MANUFACTURING, INC. QUIXOTE STENO CORPORATION
(f/k/a Stenograph Corporation)
By:___________________________ By:_____________________________
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: President Title: Vice President
LEGAL TECHNOLOGIES, INC. DISCOVERY PRODUCTS
(f/k/a Stenograph Legal
Services, Inc.)
By:___________________________ By:_____________________________
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
QUIXOTE IIS CORPORATION SPIN-CAST PLASTICS, INC.
(f/k/a Integrated Information
Services, Inc)
By:___________________________ By:_____________________________
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
-3-
QUIXOTE LSI CORPORATION COURT TECHNOLOGIES, INC.
(f/k/a Litigation Sciences, Inc.)
By:___________________________ By:_____________________________
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
SAFE-HIT CORPORATION COMPOSITE COMPONENTS, INC.
By:___________________________ By:_____________________________
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
-4-
Ex. 10(b)
REVOLVING CREDIT NOTE
(LASALLE NATIONAL BANK)
$21,666,666 Chicago, Illinois
March 31, 1996
FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, a Delaware
corporation, ENERGY ABSORPTION SYSTEMS, INC., a Delaware corporation, DISC
MANUFACTURING, INC., a Delaware corporation, LEGAL TECHNOLOGIES, INC., a
Delaware corporation, QUIXOTE STENO CORPORATION (f/k/a Stenograph Corporation),
a Delaware Corporation, DISCOVERY PRODUCTS, INC. (f/k/a Stenograph Legal
Services, Inc.), a Delaware corporation, SPIN-CAST PLASTICS, INC., an Indiana
corporation, COURT TECHNOLOGIES, INC., a Delaware corporation, COMPOSITE
COMPONENTS, INC., a Delaware corporation, QUIXOTE IIS CORPORATION (f/k/a
Integrated Information Services, Inc.), a Delaware corporation, QUIXOTE LSI
CORPORATION (f/k/a Litigation Sciences, Inc.), a Delaware corporation, and SAFE-
HIT CORPORATION, a Nevada corporation (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 Fifty South LaSalle Street, 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 Twenty-One Million Six Hundred Sixty-Six Thousand Six
Hundred Sixty-Six Dollars ($21,666,666), 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 a Revolving Credit Note issued pursuant to Section 2.1(b)
of that certain Loan Agreement dated as of June 26, 1992, as amended, among each
of the Borrowers, the "Lenders" (as defined therein) and The Northern Trust
Company, as agent for such Lenders (the "Loan Agreement"), 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 laws of the State of Illinois.
THIS REVOLVING CREDIT NOTE HAS BEEN ISSUED IN SUBSTITUTION AND REPLACEMENT OF
THAT CERTAIN REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $23,333,333 DATED
NOVEMBER 10, 1995 (WHICH IN TURN WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF
THAT CERTAIN REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $21,600,000 DATED
MAY 31, 1994) 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/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Executive Vice President - Finance Title: Vice President
DISC MANUFACTURING, INC. QUIXOTE STENO CORPORATION
(f/k/a Stenograph Corporation)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: President Title: Vice President
LEGAL TECHNOLOGIES, INC. DISCOVERY PRODUCTS
(f/k/a Stenograph Legal
Services, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
QUIXOTE IIS CORPORATION SPIN-CAST PLASTICS, INC.
(f/k/a Intergrated Information
Services, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
QUIXOTE LSI CORPORATION COURT TECHNOLOGIES, INC.
(f/k/a Litigation Sciences, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
SAFE-HIT CORPORATION COMPOSITE COMPONENTS, INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
REVOLVING CREDIT NOTE
(NBD BANK)
$21,666,666 Chicago, Illinois
March 31, 1996
FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, a Delaware
corporation, ENERGY ABSORPTION SYSTEMS, INC., a Delaware corporation, DISC
MANUFACTURING, INC., a Delaware corporation, LEGAL TECHNOLOGIES, INC., a
Delaware corporation, QUIXOTE STENO CORPORATION (f/k/a Stenograph Corporation),
a Delaware Corporation, DISCOVERY PRODUCTS, INC. (f/k/a Stenograph Legal
Services, Inc.), a Delaware corporation, SPIN-CAST PLASTICS, INC., an Indiana
corporation, COURT TECHNOLOGIES, INC., a Delaware corporation, COMPOSITE
COMPONENTS, INC., a Delaware corporation, QUIXOTE IIS CORPORATION (f/k/a
Integrated Information Services, Inc.), a Delaware corporation, QUIXOTE LSI
CORPORATION (f/k/a Litigation Sciences, Inc.), a Delaware corporation, and SAFE-
HIT CORPORATION, a Nevada corporation (each individually a "Borrower" and
collectively, the "Borrowers"), hereby JOINTLY AND SEVERALLY PROMISE TO PAY to
the order of NBD BANK, an Illinois banking corporation ("Lender"), or its
registered assigns, at Fifty South LaSalle Street, 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 Twenty-One Million Six Hundred Sixty-Six Thousand Six
Hundred Sixty-Six Dollars ($21,666,666), 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 a Revolving Credit Note issued pursuant to Section 2.1(b)
of that certain Loan Agreement dated as of June 26, 1992, as amended, among each
of the Borrowers, the "Lenders" (as defined therein) and The Northern Trust
Company, as agent for such Lenders (the "Loan Agreement"), 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 laws of the State of Illinois.
THIS REVOLVING CREDIT NOTE HAS BEEN ISSUED IN SUBSTITUTION AND REPLACEMENT OF
THAT CERTAIN REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $23,333,333 DATED
NOVEMBER 10, 1995 (WHICH IN TURN WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF
THAT CERTAIN REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $16,800,000 DATED
MAY 31, 1994) 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/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Executive Vice Title: Vice President
President - Finance
DISC MANUFACTURING, INC. QUIXOTE STENO CORPORATION
(f/k/a Stenograph Corporation)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: President Title: Vice President
LEGAL TECHNOLOGIES, INC. DISCOVERY PRODUCTS
(f/k/a Stenograph Legal
Services, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
QUIXOTE IIS CORPORATION SPIN-CAST PLASTICS, INC.
(f/k/a Intergrated Information
Services, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
QUIXOTE LSI CORPORATION COURT TECHNOLOGIES, INC.
(f/k/a Litigation Sciences, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
SAFE-HIT CORPORATION COMPOSITE COMPONENTS, INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
REVOLVING CREDIT NOTE
(THE NORTHERN TRUST COMPANY)
$21,666,668 Chicago, Illinois
March 31, 1996
FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, a Delaware
corporation, ENERGY ABSORPTION SYSTEMS, INC., a Delaware corporation, DISC
MANUFACTURING, INC., a Delaware corporation, LEGAL TECHNOLOGIES, INC., a
Delaware corporation, QUIXOTE STENO CORPORATION (f/k/a Stenograph Corporation),
a Delaware Corporation, DISCOVERY PRODUCTS, INC. (f/k/a Stenograph Legal
Services, Inc.), a Delaware corporation, SPIN-CAST PLASTICS, INC., an Indiana
corporation, COURT TECHNOLOGIES, INC., a Delaware corporation, COMPOSITE
COMPONENTS, INC., a Delaware corporation, QUIXOTE IIS CORPORATION (f/k/a
Integrated Information Services, Inc.), a Delaware corporation, QUIXOTE LSI
CORPORATION (f/k/a Litigation Sciences, Inc.), a Delaware corporation, and SAFE-
HIT CORPORATION, a Nevada corporation (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 Fifty South LaSalle Street, 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 Twenty-One Million Six Hundred Sixty-
Six Thousand Six Hundred Sixty-Eight Dollars ($21,666,668), 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 a Revolving Credit Note issued pursuant to Section 2.1(b)
of that certain Loan Agreement dated as of June 26, 1992, as amended, among each
of the Borrowers, the "Lenders" (as defined therein) and The Northern Trust
Company, as agent for such Lenders (the "Loan Agreement"), 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 laws of the State of Illinois.
THIS REVOLVING CREDIT NOTE HAS BEEN ISSUED IN SUBSTITUTION AND REPLACEMENT OF
THAT CERTAIN REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $23,333,334 DATED
NOVEMBER 10, 1995 (WHICH IN TURN WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF
THAT CERTAIN REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $21,600,000 DATED
MAY 31, 1994) 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/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------- ---------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Executive Vice President - Finance Title: Vice President
DISC MANUFACTURING, INC. QUIXOTE STENO CORPORATION
(f/k/a Stenograph Corporation)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------- ---------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: President Title: Vice President
LEGAL TECHNOLOGIES, INC. DISCOVERY PRODUCTS
(f/k/a Stenograph Legal Services, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------- ------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
QUIXOTE IIS CORPORATION SPIN-CAST PLASTICS, INC.
(f/k/a Intergrated Information Services, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------- -----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
QUIXOTE LSI CORPORATION COURT TECHNOLOGIES, INC.
(f/k/a Litigation Sciences, Inc.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------- -----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
SAFE-HIT CORPORATION COMPOSITE COMPONENTS, INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------- -----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Vice President
