FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT (this "FIRST AMENDMENT"), dated as of May 31, 1998,
is among QUIXOTE CORPORATION, a Delaware corporation ("QUIXOTE"), ENERGY
ABSORPTION SYSTEMS, INC., a Delaware corporation ("EAS"), QUIXOTE LASER
CORPORATION (f/k/a Disc Manufacturing, Inc.), a Delaware corporation ("DMI"),
QUIXOTE STENO CORPORATION (f/k/a Stenograph Corporation), a Delaware
corporation ("STENOGRAPH"), LEGAL TECHNOLOGIES, INC., a Delaware corporation
("LTI"), TRANSAFE CORPORATION, a Delaware corporation ("TRANSAFE"),
LITIGATION COMMUNICATIONS, INC., a Delaware corporation ("LCI") SPIN-CAST
PLASTICS, INC., an Indiana corporation ("SPIN-CAST"), QUIXOTE LSI CORPORATION
(f/k/a Litigation Services, Inc.), a Delaware corporation ("LSI"), E-TECH
TESTING SERVICES, INC., a Delaware corporation ("E-TECH"), ROADWAY SAFETY
SERVICE, INC., a Delaware corporation ("ROADWAY"), and SAFE-HIT CORPORATION,
a Nevada corporation ("SAFE-HIT"), certain lenders signatory hereto
("LENDERS"), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation,
as agent for the Lenders hereunder ("AGENT"). Quixote, EAS, DMI, LTI,
Stenograph, Transafe, LCI, Spin-Cast, LSI, E-Tech, Roadway and Safe-Hit are
individually and collectively referred to herein as "BORROWER." This First
Amendment shall amend that certain Amended and Restated Loan Agreement dated
as of June 30, 1997 among the Borrower, the Lenders and the Agent (the "LOAN
AGREEMENT").
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Agent are parties to the Loan
Agreement; and
WHEREAS, the Borrower, the Lenders and the Agent desire to amend the Loan
Agreement in certain 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 deleting the definition of "Base Rate" in its entirety and
the following is hereby inserted in lieu thereof:
"Base Rate" shall mean that rate of interest per year announced
from time to time by Agent called its prime rate, which rate may not at any
time be the lowest rate charged by Agent. Changes in the rate of interest on
the Revolving Credit Loan or the Term Loan resulting from a change in the
Base Rate shall take effect on the date set forth in each announcement for a
change in the Base Rate.
2. 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 additionally represents and warrants that:
(a) the borrowings under the Loan Agreement as amended hereby, the execution
and delivery by the Borrower of this First Amendment and the performance by
the Borrower of its obligations under this First 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; and (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.
3. CONDITIONS OF EFFECTIVENESS.
The effectiveness of this First Amendment is subject to the
conditions precedent that the Agent shall have received all of the following,
each duly executed and dated the date hereof, in form and substance
satisfactory to the Agent and its counsel, at the expense of the Borrower,
and in such number of signed counterparts as the Agent may request:
(a) FIRST AMENDMENT. This First Amendment;
(b) RESOLUTIONS/INCUMBENCY. A certificate from the Secretary or
Assistant Secretary of each Borrower certifying the name(s) of the officer
or officers of the Borrower authorized to sign this First Amendment and the
other documents provided for in this First 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) and true copies of a resolutions of the
Board of Directors of each Borrower authorizing or ratifying the execution,
delivery and performance, of this First Amendment, the Loan Agreement as
amended hereby, and the other documents provided for in this First
Amendment;
(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 are true and complete as of the
date hereof; and
(d) MISCELLANEOUS. Such other documents as the Agent may request.
4. MISCELLANEOUS.
4.1 COUNTERPARTS. This First 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.
4.2 SUCCESSORS AND ASSIGNS. This First 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.
4.3 CAPTIONS. Captions in this First Amendment are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.
4.4 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 First 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).
4.5 CONSTRUCTION. THIS FIRST 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 XXXX,
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.
4.6 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
FIRST AMENDMENT, ANY OF THE OTHER LOAN DOCUMENTS OR ANY OF THE OTHER
AGREEMENTS.
4.7 AMENDMENT TO LOAN AGREEMENT. This First 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 First
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/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
LASALLE NATIONAL BANK,
as Lender
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
AMERICAN NATIONAL BANK AND
TRUST COMPANY,
as Lender
By:/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Vice President
QUIXOTE CORPORATION ENERGY ABSORPTION SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title(s): President and COO Title(s): Vice Chairman
QUIXOTE LASER CORPORATION QUIXOTE STENO CORPORATION
(f/k/a Disc Manufacturing, Inc.) (f/k/a Stenograph Corporation)
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title(s): President Title(s): President
LEGAL TECHNOLOGIES, INC. TRANSAFE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title(s): President Title(s): Present & COO
LITIGATION COMMUNICATIONS, INC. SPIN-CAST PLASTICS, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx
Title(s): President Title(s): President & COO
QUIXOTE LSI CORPORATION SAFE-HIT CORPORATION
(f/k/a Litigation Sciences, Inc.)
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx
Title(s): President Title(s): Chairman & President
E-TECH TESTING SERVICES, INC. ROADWAY SAFETY SERVICE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title(s): Chairman of the Board Title(s): President & COO
