Exhibit 10(a)
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT,
AND REAFFIRMATION OF
GUARANTIES
This FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT AND REAFFIRMATION OF GUARANTIES, dated as
of December 1, 2006 (the “First Amendment”), is entered
into by and between QUIXOTE CORPORATION, a Delaware corporation
(the “Borrower”), whose address is Thirty Five East
Wacker Drive, Chicago, Illinois 60601, and QUIXOTE TRANSPORTATION
SAFETY, INC., TRANSAFE CORPORATION, ENERGY ABSORPTION SYSTEMS,
INC., ENERGY ABSORPTION SYSTEMS (AL) LLC, SURFACE SYSTEMS, INC.,
NU-METRICS, INC., HIGHWAY INFORMATION SYSTEMS, INC., U.S. TRAFFIC
CORPORATION (formerly known as Green Light Acquisition
Corporation), PEEK TRAFFIC CORPORATION, (formerly known as Vision
Acquisition Corporation), as Subsidiary Guarantors, each being
referred to herein as a “Guarantor” and collectively
referred to herein as the “Guarantors”), and LASALLE
BANK NATIONAL ASSOCIATION, a national banking association (the
“Bank”), whose address is 135 South LaSalle Street,
Chicago, Illinois 60603.
R E C I T A L S:
A.
The Borrower and the Bank entered into that certain Amended and
Restated Credit Agreement, dated as of April 20, 2005, as modified
and amended (collectively, the “Loan Agreement”),
pursuant to which Loan Agreement the Bank has made a Revolving Loan
to the Borrower evidenced by that certain Revolving Note, dated as
of April 20, 2005, in the maximum principal amount of $30,000,000,
executed by Borrower and made payable to the order of the
Bank.
B.
In connection with the Loan Agreement, the Guarantors executed and
delivered to the Bank that certain Guaranty, dated as of May 16,
2003 in favor of the Bank, as amended by that Reaffirmation and
Amendment of Subsidiary Guaranty, dated as of April 20,
2005.
C.
At the present time the Borrower, the Guarantors and the Bank
request (i) that the definition of “Letter of Credit be
amended to permit on Borrower’s request, by application, and
the Bank’s issuance of commercial, documentary or trade
Letters of Credit in addition to standby Letters of Credit, and
(ii) the Bank’s consent to the consummation of the Quixote
Transportation Technologies, Inc.’s (“QTI”)
acquisition of the Mobile IR Sensor product line of Control
Products, Inc. (“CPI”) pursuant to the Asset Purchase
Agreement, dated as of November 10, 2006, between QTI and CPI,
pursuant to the terms and conditions hereinafter set
forth.
NOW THEREFORE, in consideration of
the premises and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Borrower, and
the Guarantors and the Bank hereby agree as follows:
A G R E E M E N T S:
1.
RECITALS . The foregoing Recitals are hereby made a
part of this First Amendment.
2.
DEFINITIONS . Capitalized words and phrases used
herein without definition shall have the respective meanings
ascribed to such words and phrases in the Loan
Agreement.
3.
AMENDMENTS TO THE LOAN AGREEMENT .
3.1
Revolving Loan Commitment . The definition of
“Letters of Credit” in Section 1.1 of the Loan
Agreement is hereby amended in its entirety to read as
follows:
“Letters of
Credit” means standby, trade, commercial or documentary
letters of credit (i) to be issued by the Lender, as Lender
pursuant to Section 3.1 hereof or (ii) deemed issued by the Lender
pursuant to Section 3.2 hereof.
3.2
Section 3 of Loan Agreement . Section 3.7(C) is hereby
amended by inserting after standby the following “commercial,
documentary or trade (as applicable)”.
3.3
Consent to Acquisition . The Bank hereby consents to
the acquisition by Quixote Transportation Technologies, Inc.
(“QTI”) of the Mobile IR Sensor product line pursuant
to the terms of that Asset Purchase Agreement, dated November 10,
2006, between QTI and Control Products, Inc., for a purchase price
consisting of (i) a cash payment in the amount of $450,000 at
closing, (ii) payment of an earn-out equal to 8% of the net sales
price for products sold by QTI for a four year period after
closing; and (iii) QTI’s assumption of certain Assumed
Liabilities, as defined therein.
3.4
Release of Spin-Cast Plastics, Inc. Borrower warrants
that the assets of Spin-Cast Plastics, Inc.
(“Spin-Cast”) have been sold and it has been merged
into Energy Absorption Systems, Inc. Spin-Cast is a Guarantor
under that certain Guaranty, dated as of May 16, 2003, as amended
by that Reaffirmation and Amendment of Subsidiary Guaranty, dated
as of April 20, 2005. The Bank hereby fully and forever
releases, withdraws, waives and discharges any and all claims,
rights, demands, security interests, mortgages, liens, damages,
causes of action, judgments or liabilities which the Bank has, had
or may have ever had against Spin-Cast, including but not limited
to any claims under the Guaranty.
4.
REAFFIRMATION OF GUARANTIES . Each of the Guarantors
hereby expressly (a) consents to the execution by the Borrower and
the Bank of this First Amendment, (b) acknowledges that the
“Guaranteed Debt” (as defined in each of the
Guaranties) includes all of the obligations and liabilities owing
from the Borrower to the Bank, including, but not limited to, the
obligations and liabilities of the Borrower to the Bank under and
pursuant to the Loan Agreement, as amended from time to time, and
as evidenced by the Revolving Note, as modified, extended and/or
replaced from time to time, (c) reaffirms, assumes and binds
themselves in all respects to all of the obligations, liabilities,
duties, covenants, terms and
2
conditions that are contained in
their respective Guaranty, (d) agrees that all such obligations and
liabilities under their respective Guaranty shall continue in full
force and effect and shall not be discharged, limited, impaired or
affected in any manner whatsoever, and (e) represents and warrants
that each of the representations and warranties made by such
Guarantor in any of the documents e
