-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Or19EtqSCKRT3BX7jc5RGjBJey1zbDhgfAXe7NMNZbC9msn+1QWYLY1uz9meScG3 LR1JatX42LOco+cZFKJexA== 0000897908-94-000010.txt : 19940218 0000897908-94-000010.hdr.sgml : 19940218 ACCESSION NUMBER: 0000897908-94-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19940217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KATY INDUSTRIES INC CENTRAL INDEX KEY: 0000054681 STANDARD INDUSTRIAL CLASSIFICATION: 3559 IRS NUMBER: 751277589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-31211 FILM NUMBER: 94510162 BUSINESS ADDRESS: STREET 1: 853 DUNDEE AVE CITY: ELGIN STATE: IL ZIP: 60120 BUSINESS PHONE: 7086978900 MAIL ADDRESS: STREET 1: 853 DUNDEE AVE CITY: ELGIN STATE: IL ZIP: 60120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARROLL WALLACE E FAMILY CENTRAL INDEX KEY: 0000917493 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BENNINGTON JOHNSON RUTTUM & REEVE STREET 2: 370 17TH STREET SUITE 2480 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3036295200 SC 13D/A 1 AMENDMENT 14 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* Katy Industries, Inc. (Name of Issuer) Common Stock, One Dollar ($1.00) par value (Title of Class of Securities) 486026107 (CUSIP Number) Philip E. Johnson, Esq. Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 11, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 131 Pages CUSIP No. 486026107 13D Page 2 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Denis H. Carroll 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 22,940 8. SHARED VOTING POWER 3,396,462 9. SOLE DISPOSITIVE POWER 22,940 10. SHARED DISPOSITIVE POWER 3,396,462 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,419,402 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.9% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 486026107 13D Page 3 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip E. Johnson 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 20,650 8. SHARED VOTING POWER 3,725,926 9. SOLE DISPOSITIVE POWER 20,650 10. SHARED DISPOSITIVE POWER 3,725,926 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,746,576 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.5% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 486026107 13D Page 4 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wallace E. Carroll, Jr. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 147,075 8. SHARED VOTING POWER 2,866,504 9. SOLE DISPOSITIVE POWER 147,075 10. SHARED DISPOSITIVE POWER 2,866,504 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,013,579 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.4% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 486026107 13D Page 5 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lelia Carroll 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 146,416 8. SHARED VOTING POWER 2,901,242 9. SOLE DISPOSITIVE POWER 146,416 10. SHARED DISPOSITIVE POWER 2,901,242 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,047,658 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.8% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 486026107 13D Page 6 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 2/1/54 F/B/O Lelia Carroll 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 2,052,500 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 2,052,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,052,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.8% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 7 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Lelia H. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia Carroll 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 2,052,500 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 2,052,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,052,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.8% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 8 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 2,151 8. SHARED VOTING POWER 2,052,500 9. SOLE DISPOSITIVE POWER 2,151 10. SHARED DISPOSITIVE POWER 2,052,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,054,651 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.8% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 9 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Denis H. Carroll and his descendants 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 2,151 8. SHARED VOTING POWER 2,052,500 9. SOLE DISPOSITIVE POWER 2,151 10. SHARED DISPOSITIVE POWER 2,052,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,054,651 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.8% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 10 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia Carroll and her descendants 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 2,151 8. SHARED VOTING POWER 2,052,500 9. SOLE DISPOSITIVE POWER 2,151 10. SHARED DISPOSITIVE POWER 2,042,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,052,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.8% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 11 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 372,120 8. SHARED VOTING POWER 2,052,500 9. SOLE DISPOSITIVE POWER 372,120 10. SHARED DISPOSITIVE POWER 2,052,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,424,620 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.9% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 12 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Denis H. Carroll and his descendants 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 372,120 8. SHARED VOTING POWER 2,052,500 9. SOLE DISPOSITIVE POWER 372,120 10. SHARED DISPOSITIVE POWER 2,052,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,424,620 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.9% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 13 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Lelia Carroll and her descendants 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 372,120 8. SHARED VOTING POWER 2,052,500 9. SOLE DISPOSITIVE POWER 372,120 10. SHARED DISPOSITIVE POWER 2,052,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,424,620 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.9% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 14 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Lelia H. Carroll Trust U/A Dated 7/12/62 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 288,405 8. SHARED VOTING POWER 431,788 9. SOLE DISPOSITIVE POWER 288,405 10. SHARED DISPOSITIVE POWER 431,788 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 720,193 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 15 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CRL, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 718,680 8. SHARED VOTING POWER 1,333,820 9. SOLE DISPOSITIVE POWER 718,680 10. SHARED DISPOSITIVE POWER 1,333,820 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,052,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.8% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 486026107 13D Page 16 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Estate 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 53,598 8. SHARED VOTING POWER 2,052,500 9. SOLE DISPOSITIVE POWER 53,598 10. SHARED DISPOSITIVE POWER 2,052,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,106,098 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.1% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 17 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 1/20/61 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 60,787 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 60,787 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,787 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 18 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 30,000 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 30,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 19 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll, Jr. Trust #1 U/A Dated 12/30/76 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 1,000 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 20 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll, Jr. Trust #2 U/A Dated 12/30/76 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 774 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 774 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 774 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 21 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Carroll Foundation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 40,908 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 40,908 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,908 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 22 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lelia H. Carroll 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 69,762 8. SHARED VOTING POWER 108,481 9. SOLE DISPOSITIVE POWER 69,762 10. SHARED DISPOSITIVE POWER 108,481 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,481 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 486026107 13D Page 23 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pamela C. Crigler 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 1,780 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,780 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,780 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 486026107 13D Page 24 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gage Partnership, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 7,691 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 7,691 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,691 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 486026107 13D Page 25 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gage Partnership 1989, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 2,207 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 2,207 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,207 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 486026107 13D Page 26 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gage Partnership 1990, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 5,252 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 5,252 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,252 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 486026107 13D Page 27 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gage Partnership 1991, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 19,406 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 19,406 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,406 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 486026107 13D Page 28 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Z Liquidation Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 645,000 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 645,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 645,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 486026107 13D Page 29 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LeWa Company 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 416,338 8. SHARED VOTING POWER 15,450 9. SOLE DISPOSITIVE POWER 416,338 10. SHARED DISPOSITIVE POWER 15,450 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 431,788 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 486026107 13D Page 30 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Amelia M. Carroll 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 6,164 8. SHARED VOTING POWER 2,801,044 9. SOLE DISPOSITIVE POWER 6,164 10. SHARED DISPOSITIVE POWER 2,801,044 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,807,208 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.1% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 486026107 13D Page 31 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arthur R. Miller 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 2,801,043 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 2,801,043 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,801,043 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 486026107 13D Page 32 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brooke H. Johnson 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -0- 8. SHARED VOTING POWER 2,052,500 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 2,052,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,052,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.8% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 486026107 13D Page 33 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marital Trust Created Under the Will of Wallace E. Carroll 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 55,121 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 55,121 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,121 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* OO CUSIP No. 486026107 13D Page 34 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WEC Partnership, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 16,501 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 16,501 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,501 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 486026107 13D Page 35 of 131 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SIS Partnership, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 19,552 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 19,552 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,552 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14. TYPE OF REPORTING PERSON* PN AMENDMENT NO. 14 TO SCHEDULE 13D This statement relates to the Common Stock, $1.00 par value per share (the "Shares"), of Katy Industries, Inc. (the "Company"). This statement is being filed in accordance with Item 101(a)(2)(ii) of Regulation S-T promulgated by the Securities and Exchange Commission in connection with the Commission's Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). Accordingly, Items 1 through 7 have been amended and restated in their entirety from the initial filing of this statement on January 15, 1992 (the "Initial Filing"). This restated and amended statement on Schedule 13D is jointly filed by Denis H. Carroll, Philip E. Johnson, Wallace E. Carroll, Jr., Lelia Carroll, The Wallace E. Carroll Trust U/A Dated 2/1/54 F/B/O Lelia Carroll (the "LC '54 Trust"), The Lelia H. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia Carroll (the "LC '55 Trust"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '57 Trust"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Denis H. Carroll and his descendants (the "DHC '57 Trust"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia Carroll and her descendants (the "LC '57 Trust"), The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '58 Trust"), The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Denis H. Carroll and his descendants (the "DHC '58 Trust"), The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Lelia Carroll and her descendants (the "LC '58 Trust"), The Lelia H. Carroll Trust U/A Dated 7/12/62 (the "'62 Trust"), The Wallace E. Carroll Trust U/A Dated 1/20/61 (the "'61 Trust"), The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 (the "'78 Trust"), The Wallace E. Carroll, Jr. Trust Number 1 U/A Dated 12/30/76 (the "'76 Trust Number 1"), The Wallace E. Carroll, Jr. Trust Number 2 U/A Dated 12/30/76 (the "'76 Trust Number 2"), CRL, Inc., a Delaware corporation ("CRL"), The Wallace E. Carroll Estate, The Carroll Foundation, Lelia H. Carroll, Pamela C. Crigler, Gage Partnership, Ltd., a Colorado limited partnership ("Gage Ltd."), Gage Partnership 1989, Ltd., a Colorado limited partnership ("Gage 1989"), Gage Partnership 1990, Ltd., a Colorado limited partnership ("Gage 1990"), Gage Partnership 1991, Ltd., a Colorado limited partnership ("Gage 1991"), Z Liquidation Corporation, an Illinois corporation, LeWa Company, an Illinois corporation ("LeWa"), Amelia M. Carroll, Arthur R. Miller, Brooke H. Johnson, the Marital Trust Created Under the Will of Wallace E. Carroll (the "Marital Trust"), WEC Partnership, Ltd., a Colorado partnership, and SIS Partnership, Ltd., a Colorado partnership, pursuant to a Joint 13D Filing Agreement dated as of September 1, 1992, as amended (collectively, the "Reporting Persons"). Page 36 of 131 Pages Item 1. Security and Issuer Item 1 is hereby restated in its entirety as follows: Common stock, One Dollar ($1.00) par value, of Katy Industries, Inc., 853 Dundee Avenue, Elgin, Illinois 60120. Item 2. Identity and Background Item 2 is hereby restated and amended in its entirety as follows: A. Denis H. Carroll a. Denis H. Carroll b. CRL Industries, Inc. 2345 Waukegan Road, Suite S-200 Bannockburn, Illinois 60015-1528 c. Vice President and Chairman of CRL Industries, Inc. d. Negative e. Negative f. United States Citizen B. Philip E. Johnson a. Philip E. Johnson b. c/o Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 c. Partner with Bennington, Johnson, Ruttum & Reeve, Attorneys at Law, 370 17th Street, Suite 2480, Denver, Colorado 80202 d. Negative e. Negative f. United States Citizen C. Wallace E. Carroll, Jr. a. Wallace E. Carroll, Jr. b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 c. Chairman and Vice President of CRL, Inc. d. Negative e. Negative f. United States Citizen D. Lelia Carroll a. Lelia Carroll b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 Page 37 of 131 Pages c. Vice President and Director of CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 d. Negative e. Negative f. United States Citizen E. The Wallace E. Carroll Trust U/A Dated 2/1/54 F/B/O Lelia Carroll a. The Wallace E. Carroll Trust U/A Dated 2/1/54 F/B/O Lelia Carroll b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 c. Not applicable d. Negative e. Negative f. Illinois F. The Lelia H. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia Carroll a. The Wallace E. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia Carroll b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 c. Not applicable d. Negative e. Negative f. Illinois G. The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants a. The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 c. Not applicable d. Negative e. Negative f. Illinois H. The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Denis H. Carroll and his descendants a. The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Denis H. Carroll and his descendants b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 Page 38 of 131 Pages c. Not applicable d. Negative e. Negative f. Illinois I. The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia Carroll and her descendants a. The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia Carroll and her descendants b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 c. Not applicable d. Negative e. Negative f. Illinois J. The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants a. The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 c. Not applicable d. Negative e. Negative f. Illinois K. The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Denis H. Carroll and his descendants a. The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Denis H. Carroll and his descendants b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 c. Not applicable d. Negative e. Negative f. Illinois L. The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Lelia Carroll and her descendants a. The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Lelia Carroll and her descendants Page 39 of 131 Pages b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 c. Not applicable d. Negative e. Negative f. Illinois M. The Lelia H. Carroll Trust U/A Dated 7/12/62 a. The Lelia H. Carroll Trust U/A Dated 7/12/62 b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Not Applicable d. Negative e. Negative f. Illinois N. The Wallace E. Carroll Trust U/A Dated 1/20/61 a. The Wallace E. Carroll Trust U/A Dated 1/20/61 b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Not applicable d. Negative e. Negative f. Illinois O. The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 a. The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Not applicable d. Negative e. Negative f. Illinois P. The Wallace E. Carroll, Jr. Trust Number 1 U/A Dated 12/30/76 a. The Wallace E. Carroll, Jr. Trust Number 1 U/A Dated 12/30/76 b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 Page 40 of 131 Pages c. Not applicable d. Negative e. Negative f. Illinois Q. The Wallace E. Carroll, Jr. Trust Number 2 U/A Dated 12/30/76 a. The Wallace E. Carroll, Jr. Trust Number 2 U/A Dated 12/30/76 b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Not applicable d. Negative e. Negative f. Illinois R. CRL, Inc. a. CRL, Inc. b. State of Incorporation: Delaware c. Principal Business: A diversified holding company 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 d. Negative e. Negative Executive Officers & Directors of CRL, Inc. John R. Prann, Jr. a. John R. Prann, Jr. (President and Director) b. CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. President and Director of CRL, Inc. and President and CEO of Katy Industries, Inc. d. Negative e. Negative f. United States Citizen Wallace E. Carroll, Jr. (Chairman, Director and Vice President) (information provided above) Lelia Carroll (Vice President and Director) (information provided above) Page 41 of 131 Pages Jonathan Johnson a. Jonathan Johnson (Vice President, Chief Financial Officer and Secretary) b. CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, CO 80111 c. Vice President, Chief Financial Officer and Secretary of CRL, Inc. d. Negative e. Negative f. United States Citizen S. The Wallace E. Carroll Estate a. The Wallace E. Carroll Estate b. c/o Philip Johnson Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 c. Not Applicable d. Negative e. Negative f. Illinois T. The Carroll Foundation a. The Carroll Foundation b. c/o Philip E. Johnson Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 c. Not applicable d. Negative e. Negative f. Colorado U. Lelia H. Carroll a. Lelia H. Carroll b. c/o Philip E. Johnson Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 c. Not applicable d. Negative e. Negative f. United States V. Pamela C. Crigler a. Pamela C. Crigler Page 42 of 131 Pages b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 c. Not applicable d. Negative e. Negative f. United States W. Gage Partnership, Ltd. a. Gage Partnership. Ltd. b. State of Organization: Colorado c. Principal Business: investment partnership c/o Philip E. Johnson Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 d. Negative e. Negative General Partner of Gage Partnership, Ltd. Philip E. Johnson (information provided above) X. Gage Partnership 1989, Ltd. a. Gage Partnership 1989, Ltd. b. State of Organization: Colorado c. Principal Business: investment partnership c/o Philip E. Johnson Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 d. Negative e. Negative General Partner of Gage Partnership 1989, Ltd. Philip E. Johnson (information provided above) Y. Gage Partnership 1990, Ltd. a. Gage Partnership 1990, Ltd. b. State of Organization: Colorado c. Principal Business: investment partnership c/o Philip E. Johnson Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 Page 43 of 131 Pages d. Negative e. Negative General Partner of Gage Partnership 1990, Ltd. Philip E. Johnson (information provided above) Z. Gage Partnership 1991, Ltd. a. Gage Partnership 1991, Ltd. b. State of Organization: Colorado c. Principal Business: investment partnership c/o Philip E. Johnson Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 d. Negative e. Negative General Partner of Gage Partnership 1991, Ltd. Denis H. Carroll (information provided above) AA. Z Liquidation Corporation a. Z Liquidation Corporation b. State of Incorporation: Illinois c. Principal Business: holding company 6300 S. Syracuse, Suite 300 Englewood, CO 80111 d. Negative e. Negative Executive Officers and Directors of Z Liquidation Corporation Wallace E. Carroll, Jr. (Chairman and Director) (information provided above) Lelia Carroll (Vice President and Director) (information provided above) John R. Prann, Jr. (President and Director) (information provided above) Page 44 of 131 Pages Jonathan Johnson (Secretary and Treasurer) (information provided above) BB. LeWa Company a. LeWa Company b. State of Incorporation: Illinois c. Principal Business: real estate management 6300 S. Syracuse, Suite 300 Englewood, CO 80111 d. Negative e. Negative Executive Officers and Directors of LeWa Company Philip E. Johnson (President) (information provided above) Byron Prais (Executive Vice President) a. Byron Prais b. c/o CRL Industries, Inc. 2345 Waukegan Road, Suite S-200 Bannockburn, Illinois 60015-1528 c. Executive Vice President of LeWa Company d. Negative e. Negative f. United States Citizen Jonathan Johnson (Chief Financial Officer, Vice President and Secretary) (information provided above) Barry J. Carroll (Vice President and Director) (information provided above) Wallace E. Carroll, Jr. (Vice President and Director) (information provided above) Denis H. Carroll (Vice President and Director) (information provided above) Lelia Carroll (Vice President and Director) (information provided above) Page 45 of 131 Pages CC. Amelia M. Carroll a. Amelia M. Carroll b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 c. Counselor - Ponderosa High School 7007 East Bayou Gulch Road Parker, Colorado 80134 d. Negative e. Negative f. United States DD. Arthur R. Miller a. Arthur R. Miller b. Holleb & Coff 2345 Waukegan Road, Suite S-200 Bannockburn, Illinois 60015-1528 c. Partner, Holleb & Coff Attorneys at Law 55 East Monroe Street, Suite 4100 Chicago, Illinois 60603-5896 d. Negative e. Negative f. United States EE. Brooke H. Johnson a. Brooke H. Johnson b. c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 c. Not applicable d. Negative e. Negative f. United States FF. Marital Trust Created Under the Will of Wallace E. Carroll a. Marital Trust Created Under the Will of Wallace E. Carroll b. State of Organization: c. Principal Business: estate planning vehicle c/o Bennington, Johnson, Ruttum & Reeve 370 17th Street, Suite 2480 Denver, Colorado 80202 d. Negative e. Negative Page 46 of 131 Pages GG. WEC Partnership, Ltd. a. WEC Partnership, Ltd. b. State of Organization: Colorado c. Principal Business: estate planning vehicle c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 d. Negative e. Negative General Partner of WEC Partnership, Ltd. Wallace E. Carroll, Jr. (information provided above) HH. SIS Partnership, Ltd. a. SIS Partnership, Ltd. b. State of Organization: Colorado c. Principal Business: estate planning vehicle c/o CRL, Inc. 6300 S. Syracuse, Suite 300 Englewood, Colorado 80111 d. Negative e. Negative General Partner of SIS Partnership, Ltd. Lelia Carroll (information provided above) Page 47 of 131 Pages Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby restated and amended in its entirety as follows: This amended and restated statement is being filed for the purpose of reporting execution of the definitive documentation relating to the credit agreements referred to below and for the purpose of filing such credit agreements as exhibits to this statement. The total amount of funds required by Lelia Carroll to make the purchases of Shares reported under Item 5(c) was $3,190,857.50 (including commissions). The total amount of funds required by Wallace E. Carroll, Jr. to make the purchases of Shares reported under Item 5(c) was $3,190,857.50 (including commissions). Ms. Carroll and Mr. Carroll acquired all of such funds from CRL pursuant to credit agreements entered into between each of them and CRL. The terms of the credit agreements provide that CRL will loan up to $6,000,000 to each of Mr. Carroll and Ms. Carroll for a period of one year, with interest at the prime rate of The Northern Trust Company plus one percentage point. The foregoing description of the credit agreements is qualified in its entirety by reference to the credit agreements filed as Exhibits AA and BB, respectively, to this amended and restated statement and incorporated herein in their entirety by reference. The Reporting Persons anticipate that the funds used to make any additional purchases described in paragraph 5 of Item 4 of this restated and amended statement will be provided from CRL's cash balances and funds expected to be available under an Amended and Restated Revolving Credit Agreement dated as of December 9, 1993 between CRL and The Northern Trust Company (the "Revolving Credit Agreement") or, if such purchases are effected by Ms. Carroll or Mr. Carroll, from funds available under the credit agreements between such persons and CRL as described above. The Revolving Credit Agreement provides available borrowings and letters of credit to CRL in an aggregate amount not to exceed $20,000,000. Outstanding borrowings bear interest at the prime rate of The Northern Trust Company as then in effect. CRL is also required to pay a facility fee equal to a rate per annum of 3/8% of the total commitment less outstanding borrowings and letters of credit. The Revolving Credit Agreement is secured by a pledge of certain securities, other than Shares of the Company, held by CRL. The foregoing description of the Revolving Credit Agreement is qualified in its entirety by reference to the copy of the Revolving Credit Agreement filed as Exhibit CC and incorporated herein by reference. Item 4. Purpose of Transaction Item 4 is hereby restated and amended in its entirety as follows: Page 48 of 131 Pages Certain portions of the following discussion relate to matters previously disclosed by the Reporting Persons and such information is included herein for purposes of restating this statement on Schedule 13D pursuant to Regulation S-T. The Shares reported herein as beneficially owned by the Reporting Persons are held as investment assets of the irrevocable trusts created by Wallace E. Carroll for the benefit of his descendants, and as investments of the Wallace E. Carroll Estate, the Carroll Foundation, the limited partnerships, corporations and individuals named as Reporting Persons above. Except as described below, none of the Reporting Persons has any plan or proposal which relates to or would result in any of the matters described in (a)-(j) of this Item. On November 29, 1993, the Reporting Persons understand that Steinhardt Enterprise, Inc. ("Steinhardt") and Pensler Capital Corp. ("Pensler") announced that they had proposed to acquire the Company in a transaction pursuant to which the holders of outstanding Shares would receive $28 in cash per share. On December 1, 1993, Philip E. Johnson, on behalf of Holdings, delivered a letter to Mr. Jacob Saliba, Chairman of the Company's Board of Directors, terminating the previously announced Merger Agreement between the Company and Katy Holdings, Inc., a Carroll family-owned company, pursuant to which holders of outstanding Shares (other than the Reporting Persons) would have received $25.75 in cash per Share. A copy of this letter is attached hereto as Exhibit DD and is incorporated herein by reference. On December 1, 1993, the Reporting Persons disclosed that CRL and other of the Reporting Persons intended to acquire additional Shares (i) through open market purchases, privately negotiated transactions or otherwise, or (ii) pursuant to the terms of the Stock Purchase Agreement described in Item 6 below, in the event that Mr. Barry Carroll, members of his immediate family, entities controlled by such persons or trusts formed for their benefit (the "BJC Group") desire to dispose of Shares, in any such case in the Reporting Persons' discretion from time to time and at prices that are satisfactory to them. The Reporting Persons stated that the purpose of any such purchases would be to establish the position of the Reporting Persons as the holders, in the aggregate, of a majority of the outstanding Shares and thereby to assure the control of the Company by the members of the Carroll Family regardless of the level of Share holdings of members of the BJC Group. The Reporting Persons stated that such purchases would depend upon, among other things, the number of Shares then held by the Reporting Persons, the availability of Shares for purchase at satisfactory prices, the availability and alternative uses of funds, the performance of the Shares in the market, an assessment of the business and prospects of the Company, and general economic and stock market conditions. The Page 49 of 131 Pages Reporting Persons also disclosed that they do not presently intend to engage in any transaction or series of transactions that would result in the Shares being eligible for termination under the Securities Exchange Act of 1934 or not being publicly traded or quoted. In accordance with their expressed intent, the Reporting Persons effected certain purchases of Shares on the New York Stock Exchange on December 2 and 3, 1993 as reported in Item 5(c) below. Effective December 1, 1993, members of the BJC Group ceased to be Reporting Persons for purposes of this statement on Schedule 13D. The Reporting Persons understand that the members of the BJC Group have filed a separate statement on Schedule 13D relating to their beneficial ownership of Shares. On December 2, 1993, the Reporting Persons understand that Pensler urged the Board of Directors of the Company to issue Pensler certain Shares at $28 per Share in response to the Reporting Persons' previously-announced decision to acquire additional Shares. The Reporting Persons believe that any such action would wrongfully dilute their interest in the Company and would oppose any such action. On December 3, 1993, the Board of Directors of the Company authorized a committee of the Board of Directors to explore and evaluate (i) the previously-announced proposal of Steinhardt and Pensler to acquire the Company in a transaction pursuant to which the holders of the outstanding Shares would receive $28 per Share in cash and (ii) any other proposals that might arise. At the Board meeting during which such committee was designated, certain of the Reporting Persons who sit on the Board of Directors requested, among other things, to be named to such committee or otherwise to be formally involved in the deliberations of such committee prior to the time that any recommendation by the committee is made to the full Board. The Board of Directors rejected all of such requests. The Reporting Persons believe that the Board in so acting (i) wrongfully disregarded the Reporting Persons' interest in the Company and (ii) intentionally attempted to reduce the influence of the Reporting Persons on the affairs of the Company. CRL filed on December 7, 1993 with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and delivered a related notice to the Company, regarding the possible future acquisition of an amount of Shares which will exceed the 25 percent reporting threshold under that Act. Page 50 of 131 Pages On December 7, 1993, Philip E. Johnson, on behalf of the Reporting Persons, sent the letter attached hereto as Exhibit EE which is incorporated herein in its entirety by reference, to the Special Committee's legal advisor. On December 13, 1993, at a special meeting of the Board of Directors of the Company, Philip E. Johnson, on behalf of the Reporting Persons, advised the board that the Reporting Persons would not sell the Shares beneficially owned by them pursuant to the previously announced merger proposal of Steinhardt and Pensler and would vote all of such Shares against any transaction embodying such proposal. As previously disclosed, the Reporting Persons intend to consider alternatives that would maximize the value of all Shares. The Reporting Persons do not intend to make another proposal to acquire all of the remaining equity interest in the Company not held by them. In the future, the Reporting Persons may, from time to time, reallocate among themselves ownership of the Shares covered hereby to accomplish estate planning or other financial or investment planning goals. The Reporting Persons understand that on January 31, 1994, the Company issued the press release attached hereto as Exhibit JJ and incorporated herein in its entirety by reference. On January 31, 1994, Barry J. Carroll sent to certain of the Reporting Persons a Notice of Intent to Sell on Market (the "Sale Notice") pursuant to paragraph 6 of the Stock Purchase Agreement (described in Item 6 below). The Notice related to a proposed sale in the market of 90,100 Shares held by the BJC '58 Trust (as defined in Item 5 below). Pursuant to the terms of the Stock Purchase Agreement, certain of the Reporting Persons had the option to acquire such Shares from the BJC '58 Trust by giving notice of their intent to exercise such option to Barry J. Carroll within five days of the date of the Sale Notice. Additionally, certain of the corporate Reporting Persons had an additional five day period during which to exercise an option to acquire such Shares if the other Reporting Persons did not exercise their option within the initial five day period. A copy of the letter from Barry J. Carroll to certain of the Reporting Persons dated January 31, 1994 and the Sale Notice are attached hereto as Exhibits KK and LL, respectively, and incorporated herein in their entirety by reference. The Reporting Persons elected not to exercise their option to acquire the Shares proposed to be sold by the BJC '58 Trust. On February 4, 1994, Arthur R. Miller sent the letter attached hereto as Exhibit MM and incorporated herein in its entirety by reference to Barry J. Carroll. On February 8, 1994, certain of the corporate Reporting Persons executed the Waiver attached hereto as Exhibit NN and incorporated herein in its entirety by reference. Page 51 of 131 Pages Certain of the Reporting Persons who are directors of the Company have had discussions with other members of the Company's Board of Directors concerning a possible declassification of the Company's Board of Directors and a possible reduction in the number of directors. No such proposal has yet been submitted by any member of the Board or considered by the full Board of Directors. Item 5. Interest in Securities of the Issuer. Item 5 is hereby restated and amended in its entirety as follows: (a) This amended statement is filed with respect to Shares of the Company in which the Reporting Persons have or share voting and investment power. Information concerning the number and percentage of Shares beneficially owned by each of the Reporting Persons is set forth on the cover pages of this restated and amended statement, which are incorporated herein in their entirety by reference. The Reporting Persons beneficially own in the aggregate 4,561,637 Shares or approximately 50.6 percent of the outstanding Shares. Additional information concerning the nature of the beneficial ownership of Shares of the Reporting Persons is set forth below. Denis H. Carroll holds 1,734 Shares directly and may be deemed to beneficially own 6,164 Shares held by his wife Patricia S. Carroll and 3,028, 3,028 and 3,028 Shares held by his children Catherine A. Carroll, Bridget A. Carroll and Patrick J. Carroll III, respectively. Denis H. Carroll disclaims beneficial ownership of Shares held by his wife and such Shares are excluded from his reported beneficial ownership. Denis H. Carroll may also be deemed to beneficially own 1,800 Shares held in custodial accounts for his children. Wallace E. Carroll, Jr. holds 119,100 Shares and may be deemed to beneficially own 6,164 Shares held by his wife Amelia M. Carroll and 1,780 Shares held by his daughter Pamela C. Crigler. Wallace E. Carroll, Jr. may also be deemed to beneficially own 11,474 Shares held in custodial accounts for his children. Philip E. Johnson holds 5,550 Shares. Lelia Carroll holds 125,064 Shares directly. Lelia Carroll may also be deemed to beneficially own 1,800 Shares held in custodial accounts for the benefit of her children. Lelia H. Carroll, the surviving wife of Wallace E. Carroll, Sr., holds 69,762 Shares. The DHC '57 Trust and DHC '58 Trust hold 2,151 and 372,120 Shares, respectively. The trustees of such trusts are Denis H. Carroll, Philip E. Johnson and Arthur R. Miller. Accordingly such persons may be deemed to share beneficial ownership of the Shares beneficially owned by such trusts. Page 52 of 131 Pages The LC '57 Trust and LC '58 Trust hold 2,151 and 372,120 Shares, respectively. The trustees of such trusts are Lelia Carroll, Philip E. Johnson and Amelia M. Carroll. Accordingly such persons may be deemed to share beneficial ownership of the Shares beneficially owned by such trusts. The WEC, Jr. '57 Trust and WEC, Jr. '58 Trust hold 2,151 and 372,121 Shares, respectively. The trustees of such trusts are Wallace E. Carroll, Jr., Arthur R. Miller and Amelia M. Carroll. Accordingly, such persons may be deemed to share beneficial ownership of Shares beneficially owned by such trusts. The DHC '57 Trust, the LC '57 Trust and the WEC, Jr. '57 Trust, together with The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Barry J. Carroll and his descendants, are collectively referred to as the "'57 SubTrusts." The DHC '58 Trust, the LC '58 Trust and the WEC, Jr. '58 Trust, together with The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Barry J. Carroll and his descendants (the "BJC '58 Trust"), are collectively referred to as the "'58 Trusts." The '61 Trust, '62 Trust and '78 Trust hold 60,787, 288,405 and 30,000 Shares, respectively. The trustees of such trusts are Denis H. Carroll, Philip E. Johnson and Barry J. Carroll. Accordingly, such persons may be deemed to share beneficial ownership of Shares beneficially owned by such trusts. The '76 Trust Number 1 and '76 Trust Number 2 (collectively, the "W.E.C. Jr. Trusts") each hold 1,000 and 774 Shares, respectively. The W.E.C. Jr. Trusts are irrevocable trusts established by Wallace E. Carroll, Jr. for the benefit of his descendants. Barry J. Carroll and Lelia Carroll serve as trustees and each may be deemed to share beneficial ownership of the Shares held by the W.E.C. Jr. Trusts. CRL holds 718,680 Shares and indirectly beneficially owns an additional 1,333,820 Shares through its wholly-owned subsidiaries, and Z Liquidation Corporation, one of such subsidiaries, holds 645,000 of such Shares. The LC '54 Trust, the LC '55 Trust, the '57 SubTrusts, the '58 SubTrusts, Barry J. Carroll, Denis H. Carroll, Wallace E. Carroll, Jr., Lelia Carroll and The Wallace E. Carroll Estate, which hold all of the outstanding stock of CRL, may be deemed to share beneficial ownership of the Shares indirectly beneficially owned by CRL. Lelia Carroll, Brooke H. Johnson, the daughter of Lelia Carroll, and Amelia M. Carroll serve as trustees of the LC '54 Trust and the LC '55 Trust and may be deemed to share beneficially ownership of the Shares deemed beneficially owned by such trusts. The Wallace E. Carroll Estate (the "Estate") holds 53,598 Shares. The administrators of the Estate, Barry J. Carroll, Denis H. Carroll, Philip E. Johnson and Lelia H. Carroll, may be deemed to share beneficial ownership of the Page 53 of 131 Pages Shares held by the Estate. The Carroll Foundation, a Colorado private foundation (the "Foundation"), holds 40,908 Shares. The administrators of the Foundation, Barry J. Carroll, Denis H. Carroll and Lelia Carroll may be deemed to share beneficial ownership of the Shares held by the Foundation. Gage, Gage 1989, Gage 1990 and Gage 1991, all of which are Colorado limited partnerships, hold 7,691, 2,207, 5,252 and 19,406 Shares, respectively. As the sole general partner of Gage, Gage 1989 and Gage 1990, Philip E. Johnson may be deemed to beneficially own all of the Shares held by Gage, Gage 1989 and Gage 1990. As the sole general partner of Gage 1991, Denis H. Carroll may be deemed to beneficially own all of the Shares held by Gage 1991. LeWa holds 416,338 Shares and may be deemed to indirectly beneficially own 15,450 Shares held by one of its wholly-owned subsidiaries. Barry J. Carroll, Denis H. Carroll, Wallace E. Carroll, Jr., Lelia Carroll and the '62 Trust, which hold all of the outstanding stock of LeWa, may be deemed to share beneficial ownership of the Shares held and indirectly beneficially owned by LeWa. The Marital Trust is the direct beneficial owner of 55,121 Shares. The trustees of the Marital Trust are Denis H. Carroll, Philip E. Johnson, Barry J. Carroll and Lelia H. Carroll and as a result such persons may be deemed the beneficial owners of Shares directly beneficially owned by the Marital Trust. The Marital Trust was created under the will of Wallace E. Carroll for the benefit of his descendants. The WEC Partnership, Ltd. and SIS Partnership, Ltd. directly beneficially own 16,501 Shares and 19,552 Shares, respectively. Wallace E. Carroll, Jr. and Lelia Carroll, respectively, are the sole general partners of the WEC Partnership, Ltd. and LCJ Partnership, Ltd., respectively, and such persons may be deemed to be the beneficial owners of Shares directly beneficially owned by the respective partnerships. (b) The information regarding sole or shared voting power and sole or shared dispositive power of Shares beneficially owned by the Reporting Persons, as a result of the relationships described in Item 5(a) above, is contained on the cover pages to this restated and amended statement. All of such information is incorporated herein in its entirety by this reference. (c) The following table sets forth purchases of Shares by the Reporting Persons within the last sixty days. All such purchases were effected on the New York Stock Exchange by Wallace E. Carroll, Jr. and Lelia Carroll. No other transfers of Shares were effected by the Reporting Persons during the last sixty days. Page 54 of 131 Pages Price Per Share Date Shares* (exclusive of commissions) 12/2/93 13,500 at $26.25 12/2/93 3,000 at 26.375 12/2/93 23,300 at 26.50 12/3/93 2,000 at 26.625 12/3/93 15,000 at 26.75 12/3/93 181,000 at 26.875 ___________________ * Wallace E. Carroll, Jr. and Lelia Carroll each purchased one half of the Shares reported above. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby restated and amended in its entirety as follows: Denis H. Carroll, Wallace E. Carroll, Jr., Lelia Carroll, and Barry J. Carroll are siblings. Barry J. Carroll is not a Reporting Person for purposes of this statement on Schedule 13D. Lelia H. Carroll is the wife of the deceased Wallace E. Carroll. Philip E. Johnson is the former husband of Lelia Carroll. Brooke H. Johnson is the daughter of Philip E. Johnson and Lelia Carroll. Wallace E. Carroll, Jr. is the husband of Amelia M. Carroll. Pamela C. Crigler is the daughter of Wallace E. Carroll, Jr. and Amelia M. Carroll. There are no arrangements or understandings, written or otherwise, among the persons and entities identified in Item 2 above with respect to the Shares beneficially owned by such persons, except as described in Item 4 above and as set forth in the Stock Purchase Agreement dated January 1, 1983 (the "Stock Purchase Agreement") by and among the various Carroll family members and entities, pursuant to which each party thereto has a right of first refusal to acquire Shares proposed to be sold by other parties thereto at the then current market values for such Shares. In addition, certain of the individuals identified as Reporting Persons are subject to standard provisions governing the conduct of trustees, administrators and persons performing similar functions found in the instruments creating and governing the various entities that they serve in such capacities. Those provisions do not, however, deal with arrangements among the individuals and entities in their separate capacities. The summary set forth above of the Stock Purchase Agreement is qualified in its entirety by reference to the copy of such agreement attached hereto as Exhibit FF and incorporated herein in its entirety by reference. Page 55 of 131 Pages The information contained in the final two paragraphs of Item 4 of this restated and amended statement, is incorporated herein in its entirety by reference. Item 7. Material to be Filed as Exhibits. Item 7 is hereby restated and amended in its entirety as follows: Exhibit AA - Credit Agreement between Wallace E. Carroll, Jr. and CRL, Inc. dated December 8, 1993 (including form of promissory note). Exhibit BB - Credit Agreement between Lelia Carroll and CRL, Inc. dated December 8, 1993 (including form of promissory note). Exhibit CC - Revolving Credit Agreement between CRL, Inc. and The Northern Trust Company dated December 9, 1993 (including form of note). Exhibit DD - Letter from Katy Holdings, Inc. to Katy Industries, Inc. (previously filed as Exhibit Y to the Initial Statement and incorporated herein by reference).* Exhibit EE - Letter from Philip E. Johnson dated December 7, 1993 to the Special Committee's legal advisor (previously filed as Exhibit Z to the Initial Statement and incorporated herein by reference).* Exhibit FF - Stock Purchase Agreement dated January 1, 1983 by and among the Reporting Persons (previously filed as Exhibit C to the Initial Statement and incorporated herein by reference).* Exhibit GG - Joint 13D Filing Agreement (previously filed as Exhibit A to the Initial Statement and incorporated herein by reference).* Page 56 of 131 Pages Exhibit HH - Supplement dated as of October 31, 1992 to Joint Schedule 13D Filing Agreement dated September 1, 1992 (previously filed as Exhibit J to the Initial Statement and incorporated herein by reference).* Exhibit II - Supplement dated as of March 1, 1993 to Joint Schedule 13D Filing Agreement dated September 1, 1992 (previously filed as Exhibit O to the Initial Statement and incorporated herein by reference).* Exhibit JJ - Katy Industries, Inc. Press Release dated January 31, 1994. Exhibit KK - Letter from Barry J. Carroll to certain of the Reporting Persons dated January 31, 1994. Exhibit LL - Notice of Intent to Sell on Market by Barry J. Carroll dated January 31, 1994. Exhibit MM - Letter from Arthur R. Miller to Barry J. Carroll dated February 4, 1994. Exhibit NN - Waiver executed by certain corporate Reporting Persons dated February 8, 1994. ___________________ * Indicates previously filed. Pursuant to Item 101(a)(2)(ii) of Regulation S-T, such exhibits are not required to be refiled with this filing. Page 57 of 131 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 16, 1994 By: /s/ Philip E. Johnson ___________________________________ Philip E. Johnson, signing in his individual capacity and as attorney-in-fact for the Reporting Persons. Page 58 of 131 Pages EX-99.AA 2 WALLACE CREDIT AGREEMENT EXHIBIT AA CREDIT AGREEMENT CREDIT AGREEMENT (the "Agreement") dated as of December 8, 1993 between WALLACE E. CARROLL, JR. (the "Borrower"), and CRL, INC., a Delaware corporation ("CRL"). Covenants SECTION 1. AMOUNT AND TERMS. 1.01 Loans. CRL hereby agrees on the terms and subject to the conditions of this Agreement and upon the written request of the Borrower in accordance with this Agreement to make loans from time to time (the "Loans") to the Borrower in an aggregate principal amount of up to $6,000,000 at any time outstanding. Notwithstanding anything to the contrary contained herein, the indebtedness created pursuant hereto is not revolving in nature. 1.02 Notice of Loan Request. (a) The Loans shall be made on notice as specified in Section 5.07, given not later than 1:00 p.m. (Denver, Colorado time) one Business Day prior to the date of a requested drawdown of a Loan (a "Drawdown Date"), in accordance with Section 5.07. Such notice shall be by facsimile transmission, confirmed immediately in writing, specifying therein the requested Drawdown Date and the amount of the Loan requested. (b) On the Drawdown Date, subject to the terms and conditions of this Agreement, CRL shall make available the amount of the Loans requested in such notice, in immediately available funds, by wire transfer to an account designated in writing by the Borrower. 1.03 Promissory Note. The Loans shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit A to this Agreement (the "Note"). 1.04 Interest. The Borrower shall pay interest on the unpaid principal amount of the Loans, from the Drawdown Date until such principal amount shall be paid in full, at a rate per annum equal at all times to 1 percent over the prime rate announced and in effect from time to time by The Northern Trust Company (the "Base Rate"), provided that any amount of principal which is not paid when due (whether upon demand, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 3 percent per annum over the Base Rate. 1.05 Limitations on and Continuance of Interest Rate. (a) Notwithstanding any of the other provisions of this Agreement or the Note, nothing contained in this Agreement, the Note or any other document executed in connection with this Agreement shall require the Borrower to pay interest (including Page 59 of 131 Pages fees, charges, expenses or any other amounts which, under applicable law, are deemed interest) for the account of CRL or the holder of the Note at a rate exceeding the Maximum Lawful Rate (as defined in Section 5.01 hereof); (b) If the amount of any interest (including fees, charges or expenses or any other amounts which, under applicable law, are deemed interest) contracted for, charged or received by or for the account of the holder of the Note (the "Contract Rate") would exceed the Maximum Lawful Rate, then, ipso facto, the amount of such interest payable for the account of the holder of the Note in respect of such interest computation period shall be automatically reduced to such Maximum Lawful Rate, and if, from any such circumstance, the holder of the Note shall ever receive interest or anything which might be deemed interest under applicable law which would exceed the Maximum Lawful Rate, such amount which would be excessive shall be applied to the reduction of the principal amount owing on account of the Note or the amounts owing on other obligations of the Borrower to the holder of the Note under any document executed in connection herewith and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Note and the amounts owing on other obligations of the Borrower to the holder of the Note under any document executed in connection herewith, as the case may be, such excess shall be refunded to the Borrower. All sums paid or agreed to be paid to the holder of the Note for the use, forbearance or detention of the indebtedness of the Borrower to the holder of the Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full of the principal (including the period of any renewal or extension thereof so that the interest on account of such indebtedness shall not exceed the Maximum Lawful Rate. (c) If at any time the Contract Rate is limited to the Maximum Lawful Rate, any subsequent reductions in the Contract Rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the Contract Rate had at all times been in effect. In the event that, upon demand or acceleration of the Note or at final payment of the Note, the total amount of interest paid or accrued on the Note is less than the amount of interest which would have accrued if the Contract Rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by law, the Borrower shall pay to the holder of the Note an amount equal to the difference between: (i) the lesser of the amount of interest which would have accrued if the Contract Rate had at all times been in effect or the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect; and (ii) the amount of interest actually paid on such Note. 1.06 Computation of Interest. All computations of interest shall be made by CRL on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by CRL of interest hereunder shall be conclusive and binding for all purposes, absent manifest error. 1.07 Payments: Optional Prepayments. The principal amount of the Note and all accrued and unpaid interest shall be due and payable as follows: (i) interest shall be payable in arrears in quarterly installments, commencing on December 31, 1993 and Page 60 of 131 Pages continuing on each of March 31, 1994, June 30, 1994, September 31, 1994 and December 9, 1994, and (ii) all accrued and unpaid interest and all principal shall be payable on the earlier of December 9, 1994 or the acceleration of the maturity of the Note pursuant to Section 4.02 hereof. The Borrower shall have the right, at any time and from time to time, upon not less than one Business Day's (as defined in Section 5.01 hereof prior notice to CRL, to prepay all or any portion of the outstanding principal owing on the Note in immediately available funds, without premium or penalty, provided that the Borrower has paid or pays concurrently all interest on the Note accrued through the date of prepayment. 1.08 Form of Payments. All payments (including prepayments) on account of principal and interest shall be made in United States dollars and immediately available funds. If any payment is scheduled to become due and payable on a day which is not a Business Day, such payment shall instead become due and payable on the immediately following Business Day and such extension of time shall be included in the computation of interest under this Agreement and the Note. SECTION 2. CONDITIONS PRECEDENT. 2.01 Conditions to the Loans. The obligation of CRL to make an advance of the Loans on a Drawdown Date shall be subject to the fulfillment of the following conditions precedent on or before each Drawdown Date in a manner reasonably satisfactory to CRL: (a) CRL shall have received the executed Note. (b) The representations and warranties of the Borrower contained in this Agreement shall be true and correct in all respects; the Borrower shall have complied in all respects with all of the terms and conditions of this Agreement to be performed or observed by it; and no Default or Event of Default shall be in existence or shall exist after giving effect to the execution of this Agreement or the extension of the Loans. SECTION 3. REPRESENTATIONS AND WARRANTIES. 3.01. Representations and Warranties regarding the Borrower. In order to induce CRL to enter into this Agreement and to make the Loans, the Borrower represents and warrants that: (a) Power and Authority. The Borrower has full power and authority to execute and deliver this Agreement and the Note and to carry out the transactions so contemplated. (b) Enforceable Obligations. This Agreement and the Note constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms (except to the extent that enforcement may be limited by any applicable bankruptcy, reorganization, moratorium or similar laws now or subsequently in effect, which may affect the enforceability of creditors' rights generally, or by general equitable principles). (c) No Legal Bar. The execution, delivery and performance of this Agreement and the Note are not and will not be in violation of or conflict with any valid law or governmental rule or regulation, judgment, writ, order, injunction, award or Page 61 of 131 Pages decree of any court, arbitrator, administrative agency or other governmental authority applicable to the Borrower; are not and will not conflict or be inconsistent with, or result in any breach of, any of the terms, covenants, conditions or provisions of or constitute a default under any indenture, mortgage, contract, deed of trust, debenture, agreement or other undertaking or instrument to which the Borrower is a party or by which any of her material assets may be bound or affected; and do not and will not result in the creation or imposition of any material lien on her assets pursuant to the provisions of any such indenture, mortgage, contract, deed of trust, debenture, agreement or other undertaking or instrument. (d) No Debt Restrictions. No note, bond, debenture, indenture, mortgage, contract, deed of trust, agreement or other undertaking or instrument to which the Borrower is subject contains any restriction on the incurrence by the Borrower of indebtedness, obligations or liabilities under this Agreement or the Note except such restrictions as have been fully and effectively waived in writing (copies of which shall be furnished to CRL). (e) No Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance of this Agreement or the Note or in connection with any transaction contemplated by this Agreement. No Misleading Statements. The representations of the Borrower in this Agreement, in any exhibit, annex, schedule, list or other document (including without limitation the personal financial information supplied by the Guarantors) delivered to CRL in connection with the transactions contemplated by this Agreement, and in any written or oral statements made by Borrower and Guarantors in connection with this Agreement, the Note or the Guaranty do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein or herein not misleading. (g) Solvency. The Borrower is Solvent. SECTION 4. EVENTS OF DEFAULT. 4.01 Events of Default. For the purposes of this Agreement, an Event of Default will be deemed to have occurred if: (a) the Borrower fails to pay any amount due on the Note and/or any fees or sums due under or in connection with this Agreement after any such payment otherwise becomes due and payable; (b) the Borrower breaches or otherwise fails to perform or observe any other provision contained in this Agreement, the Note or any other document delivered or executed pursuant to this Agreement, and such breach or failure to perform shall continue for a period of 30 days; (c) any representation, warranty or information contained in this Agreement, or required to be furnished to CRL pursuant to this Agreement, or in any writing Page 62 of 131 Pages furnished by the Borrower to CRL pursuant to this Agreement, is false or misleading in any material respect on the date made or furnished; (d) the Borrower shall cease to be Solvent; (e) the Borrower makes an assignment for the benefit of creditors or admits in writing his inability to pay his debts generally as they become due; or an order, judgment or decree is entered adjudicating the Borrower bankrupt or insolvent; or an order for relief with respect to the Borrower is entered under the United States Bankruptcy Code, or the Borrower petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Borrower or of any substantial part of the assets of the Borrower, or commences any proceedings relating to the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Borrower and either (i) the Borrower by any act indicates his approval thereof, consent thereto or acquiescence therein or (ii) such petition, application or proceeding is not dismissed within 90 days. 4.02 Consequences of, Demand and Events of Default. Upon the occurrence of any Event of Default and at any time thereafter, CRL may, by notice to the Borrower, declare any amounts payable on account of and the entire unpaid principal amount of the Note and all interest accrued and unpaid thereon to be immediately due and payable, whereupon the Note and all such accrued and unpaid interest shall become immediately due and payable without presentment, demand, or protest or further notice of any kind, all of which are hereby waived by the Borrower; provided, however, that in the event of the occurrence of any event specified in Section 4.01(e), the Note, all interest and all other amounts owed under this Agreement shall immediately and automatically become and be due and payable in full, without presentment, demand, protest or any notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the Borrower. After the occurrence of any one or more of the Events of Default, interest shall accrue at the applicable default rate as provided in Section 1.04. SECTION 5. GENERAL PROVISIONS. 5.01 Definitions. For purposes of this Agreement, the following terms shall be defined as set forth below: "Business Day" shall mean any day on which commercial banks are not authorized or required to close in Denver, Colorado. "Default" shall mean an Event of Default or an event which, with notice or lapse of time, or both, would become an Event of Default. "Maximum Lawful Rate" shall mean the maximum rate of interest from time to time permitted under federal or state laws now or hereafter applicable to the Loans, or any Advance, in any case after taking into account, to the extent required by applicable law, any and all relevant payments, charges, and calculations. Page 63 of 131 Pages "Person" shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof. "Solvent" shall mean that (i) the fair value of the Borrower's assets exceeds the Borrower's total liabilities, (ii) the present fair saleable value of the Borrower's assets are greater than the Borrower's probable liabilities on his debts as such debts become absolute and matured, and (iii) the Borrower has the ability to pay his debts as they mature. 5.02 Amendment and Waiver. This Agreement may not be amended or modified except by written agreement of the Borrower and CRL and no consent or waiver hereunder shall be valid unless in writing and signed by the Person waiving or consenting. 5.03 Delay not a Waiver: Cumulative Remedies. No failure or delay on the part of CRL in exercising any right, power or privilege under this Agreement or the Note shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement and the Note are cumulative and not exclusive of any rights or remedies provided by law. 5.04 Notices. All notices, demands or other communications to be given or delivered under or by reason of this Agreement shall be in writing (including facsimile transmission communications) and mailed, transmitted by facsimile transmission or delivered: If to the Borrower, at: Wallace E. Carroll, Jr. c/o CRL, Inc. 6300 South Syracuse Way, Suite 300 Engelwood, Colorado 80111 Telephone: (303) 773-2800 Facsimile: (303) 773-2729 If to CRL, at: CRL, Inc. 6300 South Syracuse Way, Suite 300 Englewood, Colorado 80111 Telephone: (303) 773-2800 Facsimile: (303) 773-2729 or such other address or to the attention of such other person as the recipient party has specified by prior written notice as set forth above to the sending party. All such notices and communications shall, when mailed, transmitted by facsimile transmission or delivered, be effective when deposited in the mails, facsimile transmission is completed or delivered to the recipient. 5.05 Survival of Representations and Warranties. All representations and warranties made in this Agreement and the Note shall survive the execution and delivery of this Agreement and the Note and the making of the Loans. Page 64 of 131 Pages 5.06 Descriptive Headings. The captions of this Agreement are for convenience of reference only and shall not define or limit the provisions of this Agreement. 5.07 Term of Agreement. This Agreement shall continue until the Note has been paid in full or discharged in accordance with the terms of this Agreement and until all other liabilities and obligations of the Borrower under this Agreement shall have been fully satisfied. 5.08 Successors and Assigns. This Agreement, and the terms, covenants and conditions hereof, shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns; provided, however, that the Borrower may not assign its rights or obligations under this Agreement or the Note without the prior written consent of CRL. CRL may assign the Note and this Agreement. 5.09 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF COLORADO. 5.10 No Third-Party Rights. This Agreement is not intended to and shall not be construed to create any rights in or confer any benefits on any persons other than the parties hereto and their respective successors and assigns. 5.11 Complete Agreement. THIS AGREEMENT, INCLUDING THE DOCUMENTS AND OTHER WRITINGS REFERRED TO HEREIN OR DELIVERED PURSUANT HERETO, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 5.12 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 5.13 Attorneys' Fees and Expenses; Indemnity. The Borrower agrees to pay on demand all out-of-pocket costs and expenses of CRL in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Note and other documents related thereto, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for CRL with respect thereto, and all reasonable out-of-pocket costs and expenses, if any, of CRL (including, without limitation, reasonable counsel fees and expenses of CRL) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Note and other documents related thereto. The Borrower shall indemnify CRL and its directors, officers, employees and agents from and hold each of them harmless against any and all losses, liabilities, claims or damages to which any of them may become subject as a result of or arising out of any actual or proposed use of the proceeds of the Loans or breach by the Borrower of any provision of this Agreement, the Note or any other document executed in connection therewith, or from any investigation, litigation or other proceeding (threatened or otherwise) relating to the foregoing. IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written. Page 65 of 131 Pages /s/Wallace E. Carroll WALLACE E. CARROLL JR. CRL, INC., a Delaware corporation By:/s/JOHNATHAN P. JOHNSON Title: Vice President Page 66 of 131 Pages EXHIBIT A PROMISSORY NOTE $6,000,000.00 December 8, 1993 Denver, Colorado FOR VALUE RECEIVED, WALLACE E. CARROLL, JR. (the "Borrower"), hereby promises to pay to CRL, INC., a Delaware corporation ("CRL") or holder, at the offices of CRL at 6300 South Syracuse Way, Suite 300, Englewood, Colorado 80111, or such other place designated by holder, the principal sum of SIX MILLION DOLLARS ($6,000,000.00) or such lesser amount as shall equal the unpaid principal amount of the loan made by CRL to the Borrower pursuant to the Credit Agreement referred to below (the "Loans"), in lawful money of the United States of America and in immediately available funds, upon the dates as set forth in the Credit Agreement or acceleration as provided in the Credit Agreement, and to pay interest on the unpaid principal amount of the Loans, at such office, in like money and funds, until the Loans shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount and interest rate of the Loans made by CRL to the Borrower, and each payment made on account of the principal thereof, shall be recorded by CRL on its books. This Note is the Promissory Note referred to in the Credit Agreement (as amended, modified and supplemented and in effect from time to time, the "Credit Agreement") dated as of December 9, 1993 between the Borrower and CRL, and evidences the Loans made by CRL thereunder. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement provides for the indebtedness evidenced hereby to become due and payable in full on or before December 31, 1994 or upon the occurrence of certain events, and for prepayments of the Loans, upon the terms and conditions specified therein. Borrower and every endorser and guarantor waive presentment, protest or notice of dishonor, and all duty or obligation of holder to perfect, protect, retain, or enforce any security for the payment of this Note or to proceed against any collateral before otherwise enforcing this Note. If this Note is not paid when due or upon acceleration and is placed in the hands of an attorney for collection, whether or not suit is filed hereon, or if proceedings are had in probate, bankruptcy, receivership, reorganization, arrangement, or other legal proceeds for the collection hereof, the Borrower agrees to pay the holder a reasonable amount of attorneys' fees incurred by the holder hereof. ___________________________________ WALLACE E. CARROLL, JR. Page 67 of 131 Pages EX-99.BB 3 LELIA CREDIT AGREEMENT EXHIBIT BB CREDIT AGREEMENT CREDIT AGREEMENT (the "Agreement") dated as of December 8, 1993 between LELIA CARROLL (the "Borrower"), and CRL, INC., a Delaware corporation ("CRL"). Covenants SECTION 1. AMOUNT AND TERMS. 1.01 Loans. CRL hereby agrees on the terms and subject to the conditions of this Agreement and upon the written request of the Borrower in accordance with this Agreement to make loans from time to time (the "Loans") to the Borrower in an aggregate principal amount of up to $6,000,000 at any time outstanding. Notwithstanding anything to the contrary contained herein, the indebtedness created pursuant hereto is not revolving in nature. 1.02 Notice of Loan Request. (a) The Loans shall be made on notice as specified in Section 5.07, given not later than 1:00 p.m. (Denver, Colorado time) one Business Day prior to the date of a requested drawdown of a Loan (a "Drawdown Date"), in accordance with Section 5.07. Such notice shall be by facsimile transmission, confirmed immediately in writing, specifying therein the requested Drawdown Date and the amount of the Loan requested. (b) On the Drawdown Date, subject to the terms and conditions of this Agreement, CRL shall make available the amount of the Loans requested in such notice, in immediately available funds, by wire transfer to an account designated in writing by the Borrower. 1.03 Promissory Note. The Loans shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit A to this Agreement (the "Note"). 1.04 Interest. The Borrower shall pay interest on the unpaid principal amount of the Loans, from the Drawdown Date until such principal amount shall be paid in full, at a rate per annum equal at all times to 1 percent over the prime rate announced and in effect from time to time by The Northern Trust Company (the "Base Rate"), provided that any amount of principal which is not paid when due (whether upon demand, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 3 percent per annum over the Base Rate. Page 68 of 131 Pages 1.05 Limitations on and Continuance of Interest Rate. (a) Notwithstanding any of the other provisions of this Agreement or the Note, nothing contained in this Agreement, the Note or any other document executed in connection with this Agreement shall require the Borrower to pay interest (including fees, charges, expenses or any other amounts which, under applicable law, are deemed interest) for the account of CRL or the holder of the Note at a rate exceeding the Maximum Lawful Rate (as defined in Section 5.01 hereof); (b) If the amount of any interest (including fees, charges or expenses or any other amounts which, under applicable law, are deemed interest) contracted for, charged or received by or for the account of the holder of the Note (the "Contract Rate") would exceed the Maximum Lawful Rate, then, ipso facto, the amount of such interest payable for the account of the holder of the Note in respect of such interest computation period shall be automatically reduced to such Maximum Lawful Rate, and if, from any such circumstance, the holder of the Note shall ever receive interest or anything which might be deemed interest under applicable law which would exceed the Maximum Lawful Rate, such amount which would be excessive shall be applied to the reduction of the principal amount owing on account of the Note or the amounts owing on other obligations of the Borrower to the holder of the Note under any document executed in connection herewith and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Note and the amounts owing on other obligations of the Borrower to the holder of the Note under any document executed in connection herewith, as the case may be, such excess shall be refunded to the Borrower. All sums paid or agreed to be paid to the holder of the Note for the use, forbearance or detention of the indebtedness of the Borrower to the holder of the Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full of the principal (including the period of any renewal or extension thereof so that the interest on account of such indebtedness shall not exceed the Maximum Lawful Rate. (c) If at any time the Contract Rate is limited to the Maximum Lawful Rate, any subsequent reductions in the Contract Rate shall not reduce the rate of interest on the Loans below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the Contract Rate had at all times been in effect. In the event that, upon demand or acceleration of the Note or at final payment of the Note, the total amount of interest paid or accrued on the Note is Page 69 of 131 Pages less than the amount of interest which would have accrued if the Contract Rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by law, the Borrower shall pay to the holder of the Note an amount equal to the difference between: (i) the lesser of the amount of interest which would have accrued if the Contract Rate had at all times been in effect or the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect; and (ii) the amount of interest actually paid on such Note. 1.06 Computation of Interest. All computations of interest shall be made by CRL on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by CRL of interest hereunder shall be conclusive and binding for all purposes, absent manifest error. 1.07 Payments: Optional Prepayments. The principal amount of the Note and all accrued and unpaid interest shall be due and payable as follows: (i) interest shall be payable in arrears in quarterly installments, commencing on December 31, 1993 and continuing on each of March 31, 1994, June 30, 1994, September 31, 1994 and December 8, 1994, and (ii) all accrued and unpaid interest and all principal shall be payable on the earlier of December 8, 1994 or the acceleration of the maturity of the Note pursuant to Section 4.02 hereof. The Borrower shall have the right, at any time and from time to time, upon not less than one Business Day's (as defined in Section 5.01 hereof prior notice to CRL to prepay all or any portion of the outstanding principal owing on the Note in immediately available funds, without premium or penalty, provided that the Borrower has paid or pays concurrently all interest on the Note accrued through the date of prepayment. 1.08 Form of Payments. All payments (including prepayments) on account of principal and interest shall be made in United States dollars and immediately available funds. If any payment is scheduled to become due and payable on a day which is not a Business Day, such payment shall instead become due and payable on the immediately following Business Day and such extension of time shall be included in the computation of interest under this Agreement and the Note. SECTION 2. CONDITIONS PRECEDENT. 2.01 Conditions to the Loans. The obligation of CRL to make an advance of the Loans on a Drawdown Date shall be subject to the fulfillment of the following conditions precedent on or before each Drawdown Date in a manner reasonably satisfactory to CRL: (a) CRL shall have received the executed Note. Page 70 of 131 Pages (b) The representations and warranties of the Borrower contained in this Agreement shall be true and correct in all respects; the Borrower shall have complied in all respects with all of the terms and conditions of this Agreement to be performed or observed by it; and no Default or Event of Default shall be in existence or shall exist after giving effect to the execution of this Agreement or the extension of the Loans. SECTION 3. REPRESENTATIONS AND WARRANTIES. 3.01 Representations and Warranties regarding the Borrower. In order to induce CRL to enter into this Agreement and to make the Loans, the Borrower represents and warrants that: (a) Power and Authority. The Borrower has full power and authority to execute and deliver this Agreement and the Note and to carry out the transactions so contemplated. (b) Enforceable Obligations. This Agreement and the Note constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms (except to the extent that enforcement may be limited by any applicable bankruptcy, reorganization, moratorium or similar laws now or subsequently in effect, which may affect the enforceability of creditors, rights generally, or by general equitable principles). (c) No Legal Bar. The execution, delivery and performance of this Agreement and the Note are not and will not be in violation of or conflict with any valid law or governmental rule or regulation, judgment, writ, order, injunction, award or decree of any court, arbitrator, administrative agency or other governmental authority applicable to the Borrower; are not and will not conflict or be inconsistent with, or result in any breach of, any of the terms, covenants, conditions or provisions of or constitute a default under any indenture, mortgage, contract, deed of trust, debenture, agreement or other undertaking or instrument to which the Borrower is a party or by which any of her material assets may be bound or affected; and do not and will not result in the creation or imposition of any material lien on her assets pursuant to the provisions of any such indenture, mortgage, contract, deed of trust, debenture, agreement or other undertaking or instrument. (d) No Debt Restrictions. No note, bond, debenture, indenture, mortgage, contract, deed of trust, agreement or other undertaking or instrument to which the Borrower is subject contains any restriction on the incurrence by the Borrower of indebtedness, obligations or liabilities under this Agreement or the Note except such restrictions as have been fully and effectively waived in writing (copies of which shall be furnished to CRL). Page 71 of 131 Pages (e) No Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance of this Agreement or the Note or in connection with any transaction contemplated by this Agreement. No Misleading Statements. The representations of the Borrower in this Agreement, in any exhibit, annex, schedule, list or other document (including without limitation the personal financial information supplied by the Guarantors) delivered to CRL in connection with the transactions contemplated by this Agreement, and in any written or oral statements made by Borrower and Guarantors in connection with this Agreement, the Note or the Guaranty do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein or herein not misleading. (g) Solvency. The Borrower is Solvent. SECTION 4. EVENTS OF DEFAULT. 4.01 Events of Default. For the purposes of this Agreement, an Event of Default will be deemed to have occurred if: (a) the Borrower fails to pay any amount due on the Note and/or any fees or sums due under or in connection with this Agreement after any such payment otherwise becomes due and payable; (b) the Borrower breaches or otherwise fails to perform or observe any other provision contained in this Agreement, the Note or any other document delivered or executed pursuant to this Agreement, and such breach or failure to perform shall continue for a period of 30 days; (c) any representation, warranty or information contained in this Agreement, or required to be furnished to CRL pursuant to this Agreement, or in any writing furnished by the Borrower to CRL pursuant to this Agreement, is false or misleading in any material respect on the date made or furnished; (d) the Borrower shall cease to be Solvent; (e) the Borrower makes an assignment for the benefit of creditors or admits in writing her inability to pay her debts generally as they become due; or an order, judgment or decree is entered adjudicating the Borrower bankrupt or insolvent; or an order for relief with respect to the Borrower is entered under the United States Bankruptcy Code, Page 72 of 131 Pages or the Borrower petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Borrower or of any substantial part of the assets of the Borrower, or commences any proceedings relating to the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Borrower and either (i) the Borrower by any act indicates her approval thereof, consent thereto or acquiescence therein or (ii) such petition, application or proceeding is not dismissed within 90 days. 4.02 Consequences of, Demand and Events of Default. Upon the occurrence of any Event of Default and at any time thereafter, CRL may, by notice to the Borrower, declare any amounts payable on account of and the entire unpaid principal amount of the Note and all interest accrued and unpaid thereon to be immediately due and payable, whereupon the Note and all such accrued and unpaid interest shall become immediately due and payable without presentment, demand, or protest or further notice of any kind, all of which are hereby waived by the Borrower; provided, however, that in the event of the occurrence of any event specified in Section 4.01(e), the Note, all interest and all other amounts owed under this Agreement shall immediately and automatically become and be due and payable in full, without presentment, demand, protest or any notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the Borrower. After the occurrence of any one or more of the Events of Default, interest shall accrue at the applicable default rate as provided in Section 1.04. SECTION 5. GENERAL PROVISIONS. 5.01 Definitions. For purposes of this Agreement, the following terms shall be defined as set forth below: "Business Day" shall mean any day on which commercial banks are not authorized or required to close in Denver, Colorado. "Default" shall mean an Event of Default or an event which, with notice or lapse of time, or both, would become an Event of Default. "Maximum Lawful Rate" shall mean the maximum rate of interest from time to time permitted under federal or state laws now or hereafter applicable to the Loans, or any Advance, in any case after taking into account, to the extent required by applicable law, any and all relevant payments, charges, and calculations. Page 73 of 131 Pages "Person" shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof. "Solvent" shall mean that (i) the fair value of the Borrower's assets exceeds the Borrower's total liabilities, (ii) the present fair saleable value of the Borrower's assets are greater than the Borrower's probable liabilities on her debts as such debts become absolute and matured,and (iii) the Borrower has the ability to pay her debts as they mature. 5.02 Amendment and Waiver. This Agreement may not be amended or modified except by written agreement of the Borrower and CRL and no consent or waiver hereunder shall be valid unless in writing and signed by the Person waiving or consenting. 5.03 Delay not a Waiver: Cumulative Remedies. No failure or delay on the part of CRL in exercising any right, power or privilege under this Agreement or the Note shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement and the Note are cumulative and not exclusive of any rights or remedies provided by law. 5.04 Notices. All notices, demands or other communications to be given or delivered under or by reason of this Agreement shall be in writing (including facsimile transmission communications) and mailed, transmitted by facsimile transmission or delivered: If to the Borrower, at: Lelia Carroll c/o CRL, Inc. 6300 South Syracuse Way, Suite 300 Engelwood, Colorado 80111 Telephone: (303) 773-2800 Facsimile: (303) 773-2729 If to CRL, at: CRL, Inc. 6300 South Syracuse Way, Suite 300 Englewood, Colorado 80111 Telephone: (303) 773-2800 Facsimile: (303) 773-2729 or such other address or to the attention of such other person as the recipient party has specified by prior written notice as set forth above to the sending party. All such notices and communications shall, when mailed, transmitted by facsimile Page 74 of 131 Pages transmission or delivered, be effective when deposited in the mails, facsimile transmission is completed or delivered to the recipient. 5.05 Survival of Representations and Warranties. All representations and warranties made in this Agreement and the Note shall survive the execution and delivery of this Agreement and the Note and the making of the Loans. 5.06 Descriptive Headings. The captions of this Agreement are for convenience of reference only and shall not define or limit the provisions of this Agreement. 5.07 Term of Agreement. This Agreement shall continue until the Note has been paid in full or discharged in accordance with the terms of this Agreement and until all other liabilities and obligations of the Borrower under this Agreement shall have been fully satisfied. 5.08 Successors and Assigns. This Agreement, and the terms, covenants and conditions hereof, shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns; provided, however, that the Borrower may not assign its rights or obligations under this Agreement or the Note without the prior written consent of CRL. CRL may assign the Note and this Agreement. 5.09 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF COLORADO. 5.10 No Third-Party Rights. This Agreement is not intended to and shall not be construed to create any rights in or confer any benefits on any persons other than the parties hereto and their respective successors and assigns. 5.11 Complete Agreement. THIS AGREEMENT, INCLUDING THE DOCUMENTS AND OTHER WRITINGS REFERRED TO HEREIN OR DELIVERED PURSUANT HERETO, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 5.12 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 5.13 Attorneys' Fees and Expenses; Indemnity. The Borrower agrees to pay on demand all out-of-pocket costs and expenses of CRL in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Note and other documents related thereto, Page 75 of 131 Pages including, without limitation, the reasonable fees and out-of- pocket expenses of counsel for CRL with respect thereto, and all reasonable out-of-pocket costs and expenses, if any, of CRL (including, without limitation, reasonable counsel fees and expenses of CRL) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Note and other documents related thereto. The Borrower shall indemnify CRL and its directors, officers, employees and agents from and hold etch of them harmless against any and all losses, liabilities, claims or damages to which any of them may become subject as a result of or arising out of any actual or proposed use of the proceeds of the Loans or breach by the Borrower of any provision of this Agreement, the Note or any other document executed in connection therewith, or from any investigation, litigation or other proceeding (threatened or otherwise) relating to the foregoing. IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written. /s/ Lelia Carroll LELIA CARROLL CRL, INC., a Delaware corporation By: /s/ Jonathan P. Johnson Title: Vice President Page 76 of 131 Pages EXHIBIT A PROMISSORY NOTE $6,000,000.00 December 8, 1993 Denver, Colorado FOR VALUE RECEIVED, LELIA CARROLL (the "Borrower"), hereby promises to pay to CRL, INC., a Delaware corporation ("CRL") or holder, at the offices of CRL at 6300 South Syracuse Way, Suite 300, Englewood, Colorado 80111, or such other place designated by holder, the principal sum of SIX MILLION DOLLARS ($6,000,000.00) or such lesser amount as shall equal the unpaid principal amount of the loan made by CRL to the Borrower pursuant to the Credit Agreement referred to below (the "Loans"), in lawful money of the United States of America and in immediately available funds, upon the dates as set forth in the Credit Agreement or acceleration as provided in the Credit Agreement, and to pay interest on the unpaid principal amount of the Loans, at such office, in like money and funds, until the Loans shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount and interest rate of the Loans made by CRL to the Borrower, and each payment made on account of the principal thereof, shall be recorded by CRL on its books. This Note is the Promissory Note referred to in the Credit Agreement (as amended, modified and supplemented and in effect from time to time, the "Credit Agreement") dated as of December 8, 1993 between the Borrower and CRL, and evidences the Loans made by CRL thereunder. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. The Credit Agreement provides for the indebtedness evidenced hereby to become due and payable in full on or before December 31, 1994 or upon the occurrence of certain events, and for prepayments of the Loans, upon the terms and conditions specified therein. Borrower and every endorser and guarantor waive presentment, protest or notice of dishonor, and all duty or obligation of holder to perfect, protect, retain, or enforce any security for the payment of this Note or to proceed against any collateral before otherwise enforcing this Note. If this Note is not paid when due or upon acceleration and is placed in the hands of an attorney for collection, whether or not suit is filed hereon, or if proceedings are had in probate, bankruptcy, receivership, reorganization, arrangement, or other legal proceeds for the collection hereof, the Borrower agrees to pay the holder a reasonable amount of attorneys, fees incurred by the holder hereof. Page 77 of 131 Pages This Note shall be governed by, and construed in accordance with, the law of the State of Colorado. ________________________________ LELIA CARROLL Page 78 of 131 Pages EX-99.CC 4 REVOLVING CREDIT AGREEMENT EXHIBIT CC EXECUTION COPY AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of December 9, 1993 between CRL, INC., as Borrower, and THE NORTHERN TRUST COMPANY, as Lender Page 79 of 131 Pages TABLE OF CONTENTS Item Page ARTICLE I. GENERAL 1 1.1 Definitions 1 1.2 Other Definitional Provisions 6 ARTICLE II. REVOLVING LOANS 7 2.1 Agreement to Make Loans 7 2.2 Manner of Borrowing 7 2.3 Notes 8 2.4 Principal Payments 8 2.5 Interest on the Loans 9 2.6 Mandatory Reduction of Commitment 10 2.7 Optional Termination or Reduction 10 2.8 Manner and Application of Payments 10 2.9 Facility Fee 10 2.10 Amendment Fee 11 2.11 Increased Costs; Legal Restrictions 11 ARTICLE III. LETTERS OF CREDIT 12 3.1 Letters of Credit 12 3.2 Manner of Issuance 12 3.3 Term 13 3.4 Letter of Credit Fee 13 3.5 Reimbursement Obligation 13 ARTICLE IV. REPRESENTATIONS AND WARRANTIES 14 4.1 Due Organization 14 4.2 Authorization and Validity 15 4.3 Binding Agreement 15 4.4 No Conflicts or Consents 15 4.5 Litigation 16 4.6 Governmental Consents 16 4.7 Regulation U 16 4.8 Taxes 16 4.9 Burdensome Agreements, etc. 16 4.10 Title and Liens 16 4.11 Existing Defaults 17 4.12 Investment Company Act 17 4.13 Public Utility Holding Company Act 17 4.14 Solvency 17 4.15 Full Disclosure 17 4.16 Compliance with Laws 18 4.17 Ownership of Pledgor 18 ARTICLE V. CONDITIONS PRECEDENT 18 5.1 Conditions of Initial Extension of Credit 18 5.2 Conditions of Each Loan 19 ARTICLE VI. AFFIRMATIVE COVENANTS 20 6.1 Financial Data 20 (i) Page 80 of 131 Pages 6.2 Payment of Charges 21 6.3 Insurance 21 6.4 Inspection of Books and Assets 22 6.5 Notices 22 6.6 Litigation 22 6.7 Preservation of Corporate Existence 22 6.8 Maintenance of Properties 22 6.9 Compliance with Law 23 6.10 Use of Proceeds 23 6.11 Value of Pledged Collateral 23 6.12 Compliance with ERISA 24 ARTICLE VII. NEGATIVE COVENANTS 24 7.1 Consolidation, Merger, Sale of Assets, etc. 24 7.2 ERISA 24 7.3 Regulation U 24 7.4 Liens on Borrower's Property 24 7.5 Indebtedness 24 7.6 Sale of Stock of Subsidiaries 25 7.7 Restrictions on Pledgor 25 7.8 Permitted Activities 25 ARTICLE VIII. EVENTS OF DEFAULT 25 8.1 Events of Default 25 8.2 Remedies 28 ARTICLE IX. MISCELLANEOUS 29 9.1 Distribution of Information 29 9.2 Waivers or Modifications 29 9.3 Indemnification 29 9.4 Independent Investigation 31 9.5 Failure or Delay 31 9.6 Severability 31 9.7 Successors and Assigns 31 9.8 Notices 31 9.9 Publicity 32 9.10 Costs, Expenses and Fees 33 9.11 Consent to Pledge 33 9.12 Counterparts 33 9.13 Governing Law 33 9.14 Service of Process 34 9.15 Recapture 34 9.16 Complete Agreement 34 9.17 Captions 35 9.18 WAIVER OF JURY TRIAL 36 (ii) Page 81 of 131 Pages EXHIBITS Exhibit A Form of Note Exhibit B Form of Application Exhibit C Form of Pledge Agreement Exhibit D Form of Illinois Counsel Opinion Exhibit E Form of Rhode Island Counsel Opinion SCHEDULES Schedule 7.4 Existing Liens Schedule 7.5 Existing Indebtedness (iii) Page 82 of 131 Pages AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Amended and Restated Revolving Credit Agreement is entered into as of this 9th day of December, 1993, between CRL, Inc., a Delaware corporation ("Borrower") and The Northern Trust Company, an Illinois banking corporation ("Lender"). WHEREAS, Borrower, Lender and The Taft-Peirce Manufacturing Company ("Pledgor") entered into the Revolving Credit & Letter of Credit Agreement, dated as of November 16, 1992, as amended (the "Original Agreement"); and WHEREAS, the Original Agreement provided for Lender to make loans to, and issue letters of credit for the account of, Borrower; and WHEREAS, on the date hereof, the outstanding principal amount of Borrower's indebtedness to Lender is $4,450,000 and the amount available to be drawn under all outstanding letters of credit issued by Lender for the account of Borrower is $100,000; and WHEREAS, any loans made or letters of credit issued under the Original Agreement are secured pursuant to the terms of the Original Agreement by a security interest in the Collateral (as defined in the Original Agreement); and WHEREAS, the Borrower and Pledgor acknowledge (i) that the Original Agreement is enforceable, (ii) that Lender has a valid security interest in and to the Collateral and that such security interest is enforceable against Pledgor, and (iii) that such security interest is first priority; and WHEREAS, the Borrower has requested Lender to amend and restate the Original Agreement; and WHEREAS, subject to the terms and conditions set forth herein and to the Pledgor executing the Pledge Agreement to confirm the continuing security interest of Lender in and to the Collateral, Lender has agreed to amend and restate the Original Agreement; NOW, THEREFORE, in consideration of -the premises, the following mutual agreements and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Original Agreement is hereby restated, to read (in conjunction with the Pledge Agreement) in its entirety, as follows: ARTICLE I. GENERAL 1.1 Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Page 83 of 131 Pages "Affiliate" shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person or who is a director or officer of such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise. Without limiting the foregoing, for purposes of this definition, beneficial ownership of 10% or more of the voting equity of a Person shall be deemed to constitute control of such Person. "Aggregate Facility Commitment" shall mean the commitment of Lender in accordance with the terms hereof to make Loans and issue Letters of Credit up to a maximum amount of $20,000,000, as such amount may be reduced pursuant to the terms of this Agreement. "Agreement" shall mean this Amended and Restated Revolving Credit Agreement as originally executed and as the same may from time to time be amended, supplemented or modified. "Amendment Fee" shall have the meaning set forth in Section 2.10. "Application" shall have the meaning set forth in Section 3.2. "Authorized Employee" shall mean each employee of Borrower designated from time to time by Borrower in a written notice to Lender as an employee authorized by Borrower to give any Notice of Borrowing, which designation shall continue in full force and effect until terminated by Borrower in a subsequent written notice to Lender. "Borrower" shall mean CRL, Inc., a Delaware corporation, or any successor thereto. "Borrowing Date" shall mean the date on which a Loan is made or a Letter of Credit is issued. "Business Day" shall mean a day on which banks are open for business in Chicago, other than a Saturday or a Sunday. "Capital Lease" shall mean, at the time any determination thereof is to be made, any lease of property, real or personal, in respect of which the present value of the minimum rental commitment is required to be capitalized on a balance sheet of the lessee in accordance with GAAP. "Capital Lease Obligation " shall mean, as to any Person, the obligations of such Person to pay rent or other amounts under leases of, or other agreements conveying the right to use, real -2- Page 84 of 131 Pages and/or personal property, which obligations are required to be classified and accounted for as Capital Leases on a balance sheet of such Person, prepared in accordance with GAAP (including the Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board), together with any other rental obligations under any other lease which is in substance such a lease. The amount of any Capital Lease obligation shall be deemed to be that portion of such Capital Lease obligation as would be classified properly and accounted for as a liability on the balance sheet of any Person and its Subsidiaries in accordance with GAAP. "Change of Control" shall mean any transaction, event or circumstance the result of which is that Lelia Carroll, Wallace E. Carroll, Jr. and the Related Parties beneficially own, in the aggregate, less than 60% of the voting power entitled to vote for the election of directors of Borrower (including securities convertible by their terms into stock having such voting power). "Closing Date" shall mean the day all conditions precedent set forth in Section 5.1 are met. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, including any rules or regulations promulgated thereunder, or any successor legislation thereto from time to time in effect. "Consolidated" when used to describe a calculation or determination with respect to any Person and its Subsidiaries, shall mean the calculation or determination made in accordance with GAAP, including principles of consolidation. "Current Market Value" shall mean "current market value" as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System. "Default" shall mean the occurrence or existence of an event which, with the lapse of time, determination by Lender, or written notice to Borrower, or any combination of the foregoing, would constitute an Event of Default. "Dollar" and "$" shall mean United States dollars or such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts in the United States. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended or supplemented from time to time, including any rules or regulations issued in connection therewith, or any successor legislation thereto from time to time in effect. "ERISA Affiliate" shall mean any person (as defined in Section 3(9) of ERISA) including each trade or business (whether or -3- Page 85 of 131 Pages not incorporated) that, together with Borrower or any of its Subsidiaries, would be deemed to be a "single employer" or a member of the same "controlled group" of "contributing sponsors" within the meaning of Section 4001 of ERISA. "Event of Default" shall mean an Event of Default as defined in Section 8.1. "GAAP" shall mean generally accepted accounting principles. "Indebtedness," as to any Person and as of any date, shall mean, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all reimbursement obligations and other liabilities of such Person with respect to letters of credit issued for such Person's account and surety bonds and obligations in respect thereof, (iv) all obligations of such Person to pay the deferred purchase price of property or services, (v) all obligations of such Person as lessee in respect of Capital Lease Obligations, (vi) all obligations and liabilities secured by any Lien on any property or asset owned or held by such Person regardless of whether the obligations and liabilities secured thereby shall have been assumed by that Person or are nonrecourse to the credit of the Person and (vii) all obligations of others of a nature described in any of clauses (i) through (v) above guaranteed by such Person. "Indemnified Part" shall have the meaning ascribed to such term in Section 9.3. "Katy" shall mean Katy Industries, Inc., a Delaware corporation, and any successor thereto. "Letters of Credit" shall mean the standby letters of credit issued for the account of Borrower pursuant to Section 3.1. "Lien" shall mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any Capital Lease, any option or other agreement to sell and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. "Loan Documents" shall mean this Agreement, the Note, Letters of Credit, Applications, Pledge Agreement and such other agreements, instruments and documents now or hereafter executed by or on behalf of Borrower or any of its Subsidiaries and delivered to Lender, together with all agreements and documents referred to therein or contemplated thereby. -4- Page 86 of 131 Pages "Loans" shall mean all loans made by Lender in accordance with Section 2.1. "Margin Stock" shall have the meaning ascribed to such term in Regulation U of the Board of Governors of the Federal Reserve System. "Multiemployer Plan" means any employee benefit plan that is a "multiemployer plan" within the meaning of Section 4001(a) (3) of ERISA. "Multiple Employer Plan" means any Single-employer Plan which has two or more contributing sponsors, at least two (2) of whom are not under common control, within the contemplation of Sections 4063 and 4064 of ERISA. "Note" shall mean the Note delivered by Borrower under Section 2.3. "Person" shall mean any corporation, natural person, firm, joint venture, association, partnership, trust, unincorporated organization, government or any department or agency of any government, or any other entity. "Plan" shall mean any Multiemployer Plan, Multiple Employer Plan or Single-employer Plan that is subject to Title IV of ERISA and that is maintained, or was in the past maintained, for employees of Borrower or any ERISA Affiliate. "Pledge Agreement" shall have the meaning set forth in Section 5.1. "Pledged Collateral" shall have the meaning given such term in the Pledge Agreement. "Pledgor" shall mean The Taft-Peirce Manufacturing Company, a Rhode Island corporation, or any successor thereto. "Prime Rate" shall mean at any time the rate of interest most recently announced by Lender at its principal office as its "Prime Rate," which is not necessarily the "lowest rate made available by Lender. For purposes of this Agreement, each change in the interest rate due to a change in the Prime Rate shall take effect on the effective date of the change in the Prime Rate. The Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. "Qualified Plan" shall mean any Plan that is an employee pension benefit plan as defined in Section 3(2) of ERISA and that is intended to meet the qualification requirements of the Code. -5- Page 87 of 131 Pages "Related Parties" shall mean any spouse or lineal descendant of Lelia Carroll or Wallace E. Carroll, Jr., any trust for her or his benefit or for the benefit of her or his spouse or any lineal descendant, or any corporation or partnership in which any of the foregoing Persons is the direct record and beneficial owner of all of the voting and nonvoting equity interests. "Revolving Credit Agreement" shall mean the Revolving Credit & Letter of Credit Agreement, dated as of November 16, 1992, between Borrower, Pledgor and Lender. "Single-employer Plan" shall mean any employee benefit plan that is a "single-employer plan" as defined in Section 4001(a)(15) of ERISA. "Stated Amount" of each Letter of Credit shall mean the maximum amount available to be drawn thereunder, determined without regard to whether any conditions to drawing could then be met. "Subsidiary" of a Person shall mean any Person of which more than 50% of the outstanding capital stock or interest ordinarily entitled to vote in the election of directors, managers or trustees thereof is owned by or controlled directly or indirectly through one or more Subsidiaries of such Person. "Taxes" shall mean all federal, state and local or foreign income, payroll, withholding, excise, sales, use, real and personal property, rise and occupancy, business and occupation, mercantile, real estate, capital stock and franchise or other taxes, including interest and penalties thereon, and including estimated payments with respect thereto. "Termination Date" shall mean December 31, 1994, or such earlier date on which the Aggregate Facility Commitment has been terminated pursuant to the terms of this Agreement. 1.2 Other Definitional Provisions. All terms defined in this Agreement in the singular shall have comparable meanings when used in the plural and vice-versa. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP, applied consistently with the financial statements of Borrower delivered to Lender for the period ended September 30, 1993. All references to exhibits or schedules shall refer to the exhibits or schedules annexed hereto and constituting a part of this Agreement. -6- Page 88 of 131 Pages ARTICLE II. REVOLVING LOANS 2.1 Agreement to Make Loans. Subject to the terms and conditions of this Agreement, Lender agrees to make Loans at such times as Borrower may request, which Loans may be repaid in whole or in part and reborrowed at any time up to but not including the Termination Date; provided, however, that Lender shall not have an obligation to make a Loan to the extent that the aggregate unpaid principal amount of all Loans less the Stated Amount of any outstanding Letters of Credit would exceed the Aggregate Facility Commitment. 2.2 Manner of Borrowing. (a) Request for Borrowing. Borrower shall give Lender notice in writing, by telecopy or facsimile of its request for a Loan hereunder prior to 12:00 noon Chicago time on the Borrowing Date. Each Loan shall be in an aggregate principal amount of $100,000 or in integral multiples of $10,000 in excess thereof or in the full remaining amount available for drawing. (b) Telephonic Notice. In lieu of delivering the above- described Notice of Borrowing, an Authorized Employee of Borrower may give Lender telephonic notice by the time required for giving notice of any proposed Loan under this Section 2.2. (c) Authorized Employees. Each Authorized Employee of Borrower shall be authorized to request a Loan on behalf of Borrower. Lender shall be entitled to rely conclusively on such Authorized Employee's authority to request a Loan on behalf of Borrower until Lender receives written notice from Borrower to the contrary. Lender shall have no duty to verify the authenticity of the signature appearing on any written request for a Loan given pursuant to Section 2.2 and, with respect to an oral, telecopy or facsimile request for a Loan, Lender shall have no duty to verify the identity of any Person representing himself as one of the Authorized Employees entitled to make such a request on behalf of Borrower. (d) No Liability. Lender shall not incur any liability to Borrower in acting upon any telephonic, telecopy or facsimile notice referred to above which Lender believes in good faith to have been given by an Authorized Employee or for otherwise acting in accordance with this Section 2.2 and, upon Lender making any Loans in accordance with this Agreement pursuant to any such telephonic, telecopy or facsimile notice, Borrower shall have effected the Loan hereunder. (e) Notice IrrevocabLe. Any request for a Loan (or telephonic notice in lieu thereof) pursuant to this Section 2.2 shall be irrevocable. -7- Page 89 of 131 Pages 2.3 Notes. The Loans made by Lender shall be evidenced by a promissory note of Borrower (a "Note"), substantially in the form of Exhibit A, payable to the order of Lender (which shall be in substitution for and not in discharge of the Indebtedness represented by the Note, as defined in the Revolving Credit Agreement), representing the obligation of Borrower to pay the aggregate unpaid principal amount of all Loans made by Lender to Borrower, with interest thereon as herein provided. Lender is hereby authorized to note the date and amount of each Loan and each payment of principal and interest and the unpaid balance thereof on an appropriate schedule annexed to and constituting a part of such Note, which notations shall constitute prima facie evidence of the accuracy of the information noted; provided, however, that the failure of Lender to make such notations or any error in making such notations shall not limit, enlarge or otherwise affect the obligation of Borrower to repay such Loans. In lieu of making any notations as provided in the preceding sentence, Lender is hereby authorized, at its option, to record such information in its books and records, which notations shall constitute prima facie evidence of the accuracy of the information contained therein; provided, however, that the failure of Lender to make such notations or any error in making such notations shall not limit, enlarge or otherwise affect the obligation of Borrower to repay the Loans. The Note shall be dated the Closing Date, shall mature on the Termination Date and shall bear interest from the date thereof on the unpaid principal amount thereof from time to time outstanding at the rates, and payable on the dates, specified in Section 2.5. 2.4 Principal Payments. (a) Final Payment. The aggregate unpaid principal amount of all Loans made to Borrower shall be paid to Lender on the Termination Date. In the event that any Letters of Credit remain outstanding on the Termination Date, then Borrower immediately shall deposit in an account with Lender (which account may be an interest bearing account) cash in an amount equal to the Stated Amount of all such outstanding Letters of Credit, which account (and the deposits therein and proceeds thereof) shall be maintained in an amount at least equal to the Stated Amount of all outstanding letters of Credit from time to time until such Stated Amount of such Letters of Credit are reduced to zero; provided that upon the occurrence and during the continuation of any Default or Event of Default (as defined in the Application for any such Letter of Credit, Lender may liquidate such account and applied the proceeds thereof to pay all amounts owing to Lender. (b) Optional Prepayments. Borrower shall have the right upon prior notice to Lender in writing or by telephonic, telecopy or facsimile transmission, to prepay any Loan in whole or in part without premium or penalty. Each prepayment shall be in a principal amount equal to $100,000 or in integral multiples of $10,000 in excess thereof or in the full amount of all outstanding Loans. -8- Page 90 of 131 Pages Each notice of prepayment shall specify the date and amount of pre- payment. Such notice shall be irrevocable, and the payment specified in such notice shall be due and payable on the date specified. (c) Mandatory Prepayments. In the event that the aggregate principal amount of outstanding Loans plus the aggregate Stated Amount of all Letters of Credit would exceed the Aggregate Facility Commitment, including after giving effect to any reduction or termination in the amount of the Aggregate Facility Commitment permitted or required by Section 2.6 or Section 2.7 or occurring as a result of Section 8.2, then Borrower immediately shall make a payment of principal in an amount sufficient to eliminate such excess, provided, that if such excess is not eliminated after the payment of the principal of all outstanding Loans then Borrower shall deposit in an account with Lender (which account may be an interest bearing account) cash in an amount equal to such excess (as reduced by any principal payments) which account (and the deposits therein and proceeds thereof) shall be maintained in an amount at least equal to such excess as it exists from time to time until the excess is reduced to zero; provided that upon the occurrence and during the continuation of any Event of Default Lender may liquidate such account and apply the proceeds thereof to pay all amounts owing to Lender. 2.5 Interest on the Loans. (a) Interest Rates. Each Loan shall bear interest from the Borrowing Date thereof on the principal amount thereof from time to time outstanding until due and payable (whether at the stated maturity, by acceleration or otherwise) at a fluctuating rate per annum equal to the Prime Rate as from time to time in effect. All interest shall be computed on the basis of a year of 360 days, for actual days elapsed. (b) Payment of Interest. Interest on Loans shall be paid to Lender in arrears on the last day of each calendar quarter during which such Loans are outstanding and on such other date as all Loans are paid in full. (c) Interest on Overdue Payments. Overdue payments of principal of (and, to the extent permitted by law, of interest on) Loans shall bear interest at a fluctuating rate per annum equal to the Prime Rate as from time to time in effect plus 2%. The rate of interest set forth in the preceding sentence shall accrue from the date on which such payment was due until such unpaid amount has been paid in full (whether before or after judgment). All such interest shall be computed on the basis of a year of 360 days, for actual days elapsed. All interest provided for in this Section 2.5(c) shall be payable on demand. -9- Page 91 of 131 Pages 2.6 Mandatory Reduction of Commitment. NotWithstanding anything to the contrary in this Agreement, the Aggregate Facility Commitment shall terminate without notice of any kind on December 31, 1994. 2.7 Optional Termination or Reduction. Borrower shall have the right from time to time to reduce the Aggregate Facility Commitment, upon not less than 10 Business Days', or if pursuant to Section 6.11 upon 1 Business Day's, prior notice to Lender in writing or by telephonic, telecopy or facsimile transmission, which notice shall specify the effective date of such termination or reduction and shall be irrevocable and effective only upon receipt by Lender; provided, however, that after giving effect to any such termination or reduction, (a) the aggregate principal amount of outstanding Loans plus (b) the aggregate Stated Amount under all outstanding Letters of Credit shall not exceed the reduced Aggregate Facility Commitment as then in effect. Any optional reduction of the amount of the Aggregate Facility Commitment shall be in the amount of $100,000 or in integral multiples of $10,000 in excess thereof or in the full amount of the Aggregate Facility Commitment as then in effect. Any termination or reduction pursuant to this Section 2.7 shall be permanent. 2.8 Manner and Application of Payments. All payments in respect of the Loans shall be in Dollars and in immediately available funds and shall be made at the principal office of Lender prior to 2:00 p.m. Chicago time on the date of the scheduled payment. All payments received after 2:00 p.m. Chicago time shall be considered to have been received on the next Business Day. Any payment which is to be made on a non-Business Day shall be rescheduled to the next succeeding Business Day and interest, fees and other charges required to be paid in connection with this Agreement shall continue to accrue to such rescheduled Business Day. All payments of principal and interest and fees and other charges required to be paid in connection with this Agreement in respect of the Loans may be made by charging, and Borrower hereby authorizes Lender to charge, any of Borrower's; demand deposit accounts with Lender for the amount of each such payment. Borrower shall have sufficient collected balances in such demand deposit accounts with Lender in order that each such payment will be available when due hereunder. If Borrower fails at any time and for any reason to have a demand deposit account with Lender, all such payments shall be made directly to Lender at Lender's principal office in immediately available funds. 2.9 Facility Fee. Borrower shall pay to Lender a facility fee (the "Facility Fee") in immediately available funds for the period from the Closing Date to and including the Termination Date, such Facility Fee to be payable in arrears on the last day of each calendar quarter, and on the Termination Date. The Facility Fee shall be computed at a rate per annum of threeeighths of one percent 13/8%) on the average daily amount of (a) -10- Page 92 of 131 Pages the Aggregate Facility Commitment as in effect from time to time, minus (b)(i) the aggregate unpaid principal amount of all outstanding Loans, plus (ii) the aggregate Stated Amount of all outstanding Letters of Credit, calculated on the basis of a year of 360 days, for actual days elapsed. 2.10 Amendment Fee. Borrower shall pay to Lender an amendment fee (the "Amendment Fee") in the amount of $25,000 on the Closing Date. 2.11 Increased Costs; Legal Restrictions. If, on or after the date hereof, the introduction of any law, treaty, rule or regulation, or determination of a court, governmental authority, central bank or comparable agency charged with the interpretation or administration thereof (whether or not having the force of law), or any change therein or in the interpretation (Dr application thereof, shall: (a) impose, modify or deem applicable any reserve, special deposit, compensatory loan, deposit insurance, capital adequacy, minimum capital, capital ratio or similar requirement against all or any assets held by, deposits or accounts with, credit extended by or to, or commitments to extend credit or any other acquisition of funds by, or Letters of Credit issued by, any office or Affiliate of Lender, or impose on any office or Affiliate of Lender any other condition affecting its making, renewing or maintaining any Loan or the Aggregate Facility Commitment, or issuing or maintaining any Letter of Credit; or (b) subject any office or Affiliate of Lender to, or cause the termination or reduction of a previously granted exemption with respect to, any tax, levy, impost, deduction, charge or withholding with respect to its making, renewing or maintaining any Loan or issuing or maintaining any Letter of Credit, or change the basis of taxation of payments to Lender of the principal of or interest on the Loans or any other amounts under this Agreement or any of the Loan Documents (except for taxes imposed on or measured by the overall net income of Lender and imposed by the jurisdiction under the laws of which Lender is organized or any political subdivision or agency thereof); and the result of any of the foregoing events is to increase the cost to Lender of maintaining the Aggregate Commitment Facility, or of making, renewing or maintaining any Loan or issuing or maintaining any Letter of Credit, or to reduce the amount of any sums received or receivable by Lender under this Agreement or any of the Loan Documents or to reduce the rate of return on Lender's equity, then, in any such case, Borrower promptly shall pay to Lender, upon delivery of the statement referred to below, and indemnify and hold Lender harmless from and against any such amount or amounts as may be necessary to compensate Lender for any such additional cost, reduced benefit, reduced amount received or -11- Page 93 of 131 Pages reduced rate of return. If Lender sustains or incurs any additional cost, reduced benefit, reduced amount received or reduced rate of return, Lender shall deliver to Borrower a written statement of the nature and amounts thereof, which statement shall be conclusive absent manifest error; provided that the failure to provide any such notice shall not affect the obligations of Borrower under this Section 2.11. The obligations of Borrower under this Section 2.11 shall survive and continue to be in full force and effect notwith- standing (i) the execution and delivery of this Agreement and the other Loan Documents, (ii) the making of the Loans, (iii) the issuing of any Letter of Credit, (iv) the repayment of the Loans, (v) the payment in full of all interest, fees and all other obligations incurred hereunder and under the other Loan Documents and (vi) the termination of all obligations of Lender under all loan Documents; provided, however, that the obligations of Borrower under this Section 2.11 shall terminate one year after the Termination Date (except with respect to amounts due to Lender under this Section 2.11 for which the Borrower has received a written statement as provided above). ARTICLE III. LETTERS OF CREDIT 3.1 Letters of Credit. Subject to the terms and conditions of this Agreement (including, without limitation, the last sentence of Section 3.3), Lender agrees to issue Letters of Credit for the account of Borrower from the Closing Date to but not including the Termination Date at such times as Borrower may request; provided, however, that Lender shall not be obligated to issue any Letter of Credit to the extent that the sum of (a) the aggregate principal amount of all Loans, plus (b) the aggregate Stated Amount of all outstanding Letters of Credit, would exceed the Aggregate Facility Commitment. 3.2 Manner of Issuance. (a) Applications. Borrower shall deliver to Lender (i) prior to 11:00 a.m. Chicago time on the Borrowing Date of any Letter of Credit or on the amendment effective date with respect to any amendment of an outstanding Letter of Credit, Lender's standard Application and Agreement for Irrevocable Letter of Credit ("Application"), the current form of which is attached hereto as Exhibit B (with blanks filled in accordingly), or an application for amendment in a form acceptable to Lender. (b) Authorized Employees. Each Authorized Employee may execute and deliver an Application, and request a Letter of Credit or an amendment thereto (as applicable) on behalf of Borrower. Lender shall be entitled to rely conclusively on each such Authorized Employee's authority to take the action referred to in the immediately preceding sentence until Lender receives written notice from Borrower to the contrary. Lender shall not have a duty to verify the authenticity of the; signature appearing on any -12- Page 94 of 131 Pages Application and Lender shall have no duty to verify the identity of any Person representing himself as one of the Authorized Employees entitled to take the aforesaid actions on behalf of Borrower. (c) No Liability. Lender shall not incur any liability to Borrower in acting upon any request referred to above which Lender believes in good faith to have been given by an Authorized Employee or for otherwise acting in accordance with this Section 3.2. (d) Applications Irrevocable. Each Application submitted pursuant to this Section 3.2 shall be irrevocable. (e) Issuance. Subject to the terms and conditions set forth in Section 3.1 Lender will issue the Letter of Credit for the account of Borrower on the Borrowing Date. 3.3 Term. Letters of Credit shall be stated to expire no more than one year from the date of issuance and may be renewed if so requested by Borrower in the manner required by Lender (but in any event such request shall be in writing, shall reasonably describe the Letter of Credit requested to be renewed and the requested renewal term and shall be given by an Authorized Employee to Lender not less then 30 days prior to expiration of such Letter of Credit). No such renewal shall be for more than one year. 3.4 Letter of Credit Fee. For each Letter of Credit issued by Lender, Borrower shall pay to Lender standard issuance and amendment fees and expenses as set forth in the Application. In addition, Borrower shall pay to Lender annually for so long as a Letter of credit is outstanding a Negotiation Fee of 1% of the Stated Amount of each Letter of Credit when issued. Lender shall debit Borrower's account with Lender for such fees. 3.5 Reimbursement Obligation. (a) Reimbursement. In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof and Borrower shall not have reimbursed Lender for such amount drawn immediately when due in accordance with the Application, the amount so paid shall be deemed to be a Loan. (b) Irrevocable Obligation. The obligation of Borrower to make payment to Lender with respect to Letters of Credit shall be unconditional and irrevocable and shall not be subject to any qualification or exception whatsoever and shall be made under all circumstances, including without limitation any of the following circumstances: (i) Any "lack of validity or enforceability of this Agreement or any of the Loan Documents; -13- Page 95 of 131 Pages (ii) The existence of any claim, setoff, defense or other right which Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of credit (or any Person for whom any such transferee may be acting), Lender or any other Person, whether in connection with this Agreement, any Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between Borrower and the beneficiary named in any Letter of Credit); (iii) Any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or in any statement therein being untrue or inaccurate in any respect; (iv) The surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (v) The occurrence of any Default or Event of Default or termination of the Aggregate Facility Commitment or this Agreement; (vi) Any amendment, modification, waiver, consent or any substitution, exchange or release of or failure to perfect any interest in collateral security, with respect to any Letter of Credit; (vii) Any failure, omission, delay or lack on the part of Lender or any party to any of the Letters of Credit to enforce, assert or exercise any right, power or remedy (conferred upon Lender or any such party under this Agreement or any Letter of Credit, or any other acts or omissions on the part of Lender or any such party; and (viii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.5. ARTICLE IV. REPRESENTATIONS AND WARRANTIES In order to induce Lender to enter into this Agreement, Borrower makes the following representations and warranties on and after the date hereof which shall survive the execution and delivery of this Agreement and the Loan Documents and the making of -14- Page 96 of 131 Pages the Loans until (a) the Aggregate Facility Commitment has been terminated, (b) all Loans and all interest, fees and all other obligations incurred by Borrower hereunder and under the Loan Documents have been paid in full and (c) all obligations of Lender to Borrower under this Agreement and under the Loan Documents have terminated. 4.1 Due Organization. Borrower (a) is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware, (b) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction in which the business conducted or property owned by such corporation makes such qualification necessary, except such jurisdictions, if any, where the failure to be so qualified and in good standing, whether considered individually or when aggregated with all other such failures, would not have a material adverse effect on Borrower's ability to perform its obligations under this Agreement or any of the Loan Documents to which it is a party or any of the transactions contemplated hereby or thereby, and (c) has the requisite corporate power and authority and the legal right to conduct its business and to own and operate its property. 4.2 Authorization and Validity. Borrower has the corporate power and authority and the legal right to execute and deliver and perform wits obligations under, and has taken all necessary corporate action to authorize the execution and delivery of and the performance of its obligations under, this Agreement and the Loan Documents to which it is a party. 4.3 Binding Agreement. This Agreement and each of the loan Documents to which Borrower is a party has been duly executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms. 4.4 No Conflicts or Consents. Neither the execution, delivery and performance of this Agreement and the Loan Documents, nor the consummation of any of the transactions herein or therein contemplated, nor compliance with the terms and conditions hereof or thereof will violate any provision of law or regulation (including, without limitation, Regulations G, T, U and X of the Federal Reserve Board), or any order of any governmental authority, court, arbitration board or tribunal or the charter documents or by-laws of Borrower or any of its Subsidiaries, or result in the breach of, constitute a default under, contravene any provisions of or result in the creation of any Lien upon any of the properties or assets of Borrower or any of its Subsidiaries pursuant to, any indenture, agreement, license, permit or authorization to which Borrower or any of its Subsidiaries is a party or by which any of their properties is bound. -15- Page 97 of 131 Pages 4.5 Litigation. There is no litigation, investigation or proceeding pending in any court or before any grand jury, arbitrator, regulatory commission, board, administrative agency or other governmental authority, nor to the knowledge of Borrower after diligent investigation, is any such proceeding threatened against or affecting Borrower or any of its properties, which would have a material adverse effect on the ability of Borrower or Pledgor to perform its obligations under this Agreement or the Loan Documents to which it is a party or any of the transactions contemplated hereby or thereby. 4.6 Governmental Consents. No consents, licenses, permits, approvals or authorizations of, exemptions by, notices or reports to, or registrations, filings or declarations with, any governmental authority or agency are required in connection with the execution, delivery and performance by Borrower of this Agreement or the Loan Documents to which it is a party or the transactions contemplated hereby or thereby which have not been obtained or made and copies of which delivered to Lender. 4.7 Regulation U. None of Borrower or any of its Subsidiaries is engaged principally in, nor does Borrower or any of its Subsidiaries have as one of its principal activities, the business of extending credit for the purpose of purchasing or carrying Margin Stock. No part of the proceeds of the Loans will be used by Borrower or any of its Subsidiaries in violation of Regulation U of the Federal Reserve Board to purchase or carry any such Margin Stock, to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or to retire Indebtedness which was incurred to purchase or carry any such Margin Stock. 4.8 Taxes. Borrower and each of its Subsidiaries (or the consolidated group of which Borrower and its Subsidiaries were or are a part) has (a) timely filed all returns required to be filed by it with respect to all Taxes, (b) paid all Taxes shown to have become due pursuant to such returns and (c) paid all other Taxes for which a notice of assessment or demand for payment has been received. All Tax returns have been prepared in accordance with all applicable laws and requirements and accurately reflect the taxable income (or other measure of Tax) of the corporation (or consolidated group) filing the same. 4.9 Burdensome Agreements, etc. Borrower is not a party to any agreement or undertaking and is not subject to any court order, court writ, injunction or decree of any court or governmental instrumentality, domestic or foreign, which is or might reasonably be expected to become unusually or unduly burdensome. 4.10 Title and Liens. Except for Liens permitted by Section 7.4, all property owned by Borrower is free from Liens, -16- Page 98 of 131 Pages charges, security interests and encumbrances of any nature whatsoever, and Borrower has good and marketable title in fee simple to all real property (other than properties which it leases) and good and merchantable title to all fixtures and articles of personal property affixed to or used in connection with such real property and all other such property and assets, except those disposed of in the ordinary course of business. 4.11 Existing Defaults. Borrower is not in default under any term of any mortgage, capital lease, indenture, deed of trust or any other agreement with respect to Indebtedness to which it is a party or by which it or any of its properties may be bound, (a) except to the extent that such default, whether considered individually or when aggregated with all other such defaults, would not have a material adverse effect on Borrower I s ability to perform its obligations under this Agreement or any of the Loan Documents to which it is a party or any of the transactions contemplated hereby or thereby and (b) except for defaults resulting from the fact that Borrower has failed to timely deliver financial statements for the fiscal quarter ended September 30, 1993. Borrower has no reason to believe any of its creditors intends to declare a default or accelerate any portion of its indebtedness as a result of the defaults described in clause (b) of the preceding sentence. 4.12 Investment Company Act. None of Borrower or any of its Subsidiaries is, nor immediately after the application by Borrower of the proceeds of any Loan will be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. 4.13 Public Utility Holding Company Act. None of Borrower or any of its Subsidiaries is subject to any state law or regulation regulating public utilities or similar entities, and none of Borrower or any of its Subsidiaries is, within the meaning of the Public Utility Holding Company Act of 1935, as amended, (a) a holding company, (b) a subsidiary, associate or affiliate of a holding company or (c) a public utility. 4.14 Solvency. Immediately after giving effect to the execution and delivery of this Agreement and the Loan Documents to which it is a party and the consummation of the borrowings and the other transactions contemplated hereby and thereby, Borrower will be solvent, will be able to pay its debts and obligations as they become due, will have capital sufficient to carry on its business and all business in which it intends to engage and will own property having a value both at fair valuation and at present fair saleable value greater than the amount required to pay its debts. 4.15 Full Disclosure. There is no fact of which Borrower or any of its Subsidiaries has knowledge after diligent investigation (a) which has not been disclosed to Lender and -17- Page 99 of 131 Pages Borrower to perform its obligations under this Agreement or the Loan Documents to which it is a party or any of the transactions contemplated hereby or thereby. No certificate or other information provided in writing and delivered herewith or heretofore by Borrower or any of its Subsidiaries to Lender in connection with the negotiation of this Agreement contains any untrue statement or omits to state any fact necessary to keep the statements contained herein or therein from being misleading, except such certificate or other information as has been updated or corrected in a writing that has been delivered to Lender. 4.16 Compliance with Laws. Borrower is in compliance with all laws, rules, regulations, court orders and decrees and orders of any governmental agency which are applicable to Borrower or the properties thereof, including, without limitation, laws, rules, regulations, court orders and decrees and orders of any governmental agency with respect to employee benefits and the environment. 4.17 Ownership of Pledgor. Borrower is the sole legal and beneficial owner of all of the issued and outstanding stock of Pledgor free and clear of any Liens. 4.18 Pledgor's Ownership of Pledged Collateral. Pledgor is the sole legal and beneficial owner of all of the Pledged Collateral free and clear of any Liens. ARTICLE V. CONDITIONS PRECEDENT 5.1 Conditions of Initial Extension of Credit. The obligation of Lender to make Loans is subject to the fulfillment of each of the following conditions on or before the Closing Date: (a) Lender shall have received the Note, dated the Closing Date, and duly executed and delivered by Borrower. (b) Lender shall have received a Pledge Agreement from Pledgor, dated the Closing Date, duly executed by the Pledgor and substantially in the form of Exhibit C (the "Pledge Agreement") and stock powers and other documents required thereunder. (c) Lender shall have received a written opinion of Illinois counsel for Borrower dated the Closing Date and substantially in the form of Exhibit D, and Borrower, by its execution of this Agreement, authorizes and requests such counsel to render such opinion to Lender. (d) Lender shall have received a written opinion of Rhode ]Island counsel for Pledgor dated the Closing Date and substantially in the form of Exhibit E, and Borrower, by its execution of this Agreement, authorizes and requests such counsel to render such opinion to Lender. -18- Page 100 of 131 Pages (e) Lender shall have received evidence, satisfactory to Lender, of the corporate existence and the authority of Borrower to enter into this Agreement, the Loan Documents to which it is a party and the agreements and transactions contemplated in connection herewith and therewith and of the legality hereof and thereof as Lender may request, including, without limitation, officer's certificates, corporate resolutions and certificates of good standing with respect to Borrower. (f) Lender shall have received evidence, satisfactory to lender, of the corporate existence and the authority of Pledgor to enter into the Pledge Agreement and the agreements and transactions contemplated in connection therewith and of the legality thereof as Lender may request, including, without limitation, officer's certificates, corporate resolutions and certificates of good standing with respect to Pledgor. (g) Borrower shall have delivered to Lender a written designation of the Authorized Employees hereunder. (h) Lender shall have received copies of all governmental and third party consents and other approvals, if any, in form and substance satisfactory to Lender required in connection with the execution, delivery and performance by Borrower of the Agreement and the Loan Documents to which it is a party, and the execution, delivery and performance by Pledgor of the Pledge Agreement and the pledge by the Pledgor of the Pledged Collateral pursuant to the Pledge Agreement. (i) Borrower shall have executed and delivered to Lender a Form FR U-1, which shall be satisfactory to Lender. (j) There shall have occurred no material adverse change in the business, operations, properties or condition (financial or otherwise) of Borrower since September 30, 1993. (k) Lender shall have received the Amendment Fee from the Borrower. (l) Each of the applicable conditions set forth in Section 5.2 shall have been fully satisfied. 5.2 Conditions of Each Loan. The obligation of Lender to make any Loan shall be subject to the fulfillment of each of the following conditions (to the extent applicable) to the satisfaction of Lender: (a) Lender shall have received a notice of borrowing as provided in Section 2.2. (b) The representations and warranties of Borrower set forth herein and in the Loan Documents to which it is a party and -19- Page 101 of 131 Pages of Pledgor in the Pledge Agreement shall be true, correct and complete in all respects on the Borrowing Date with the same effect as if such representations and warranties had been made on and as of such date, except to the extent that any falsehood, misstatement or omission, whether considered individually or when aggregated with all other falsehoods, misstatements and omissions, would not reasonably be expected to have a material adverse affect on (i) the ability of Borrower to perform its obligations under this Agreement or the Loan Documents to which it is a party or in connection with the transactions contemplated hereby or thereby, (ii) the ability of Pledgor to perform its obligations under the Pledge Agreement or in connection with the transactions contemplated thereby or (iii) the business, operations, properties or condition (financial or otherwise) of Borrower or Pledgor. (c) No Default or Event of Default shall have occurred and be continuing nor shall the making of such Loan result in a Default or Event of Default, and the Current Market Value of the Pledged Collateral shall be at least 200% of the Aggregate Facility Commitment. (d) The making of such Loan shall be permitted by all applicable laws. (e) All other documents (including any certificates, legal opinions or other documents required by Lender) and legal matters in connection with the transactions contemplated by this Agreement and the Loan Documents shall be in form and substance satisfactory to Lender. ARTICLE VI. AFFIRMATIVE COVENANTS Borrower covenants and agrees that on and after the date hereof and until (a) the Aggregate Facility Commitment has been terminated, (b) all Loans and all interest, fees and all other obligations incurred by Borrower hereunder and under the Loan Documents have been paid in full and (c) all obligations of Lender to Borrower under this Agreement and under the Loan Documents have terminated, Borrower will: 6.1 Financial Data. Furnish to Lender (a) within 90 days after the end of each fiscal year of Borrower, a Consolidated and consolidating balance sheet of Borrower and its Subsidiaries as of the close of such fiscal year and Consolidated and consolidating statements of income and retained earnings and changes in financial position (or cash flow statements) of Borrower and its Subsidiaries for such fiscal year, setting forth in each case in comparative form corresponding Consolidated and consolidating figures from the preceding annual audit, all in reasonable detail and certified by independent certified public accountants of recognized standing selected by Borrower and satisfactory to Lender, together with the -20- Page 102 of 131 Pages unqualified audit report thereon of such accountants; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Borrower, a Consolidated and consolidating balance sheet of Borrower and its Subsidiaries as of the close of such quarter and Consolidated and consolidating statements of income and retained earnings and changes in financial position (or cash flow statements) of Borrower and its Subsidiaries for the period from the beginning of such fiscal year to the end of such quarter, setting forth in each case in comparative form, commencing with the financial statements for the fiscal quarter ending March 31, 1994, the corresponding Consolidated and consolidating figures for the corresponding periods in the preceding fiscal year, all in reasonable detail and certified by the chief financial officer of Borrower, subject to usual and customary audit and year-end adjustments which in the aggregate would not be material; (c) at the time of the delivery of the financial statements required by clauses (a) and (b) of this Section 6.1, a certificate of the chief financial officer of Borrower to the effect that there exists no Default or Event of Default, or if any such Default or Event of Default exists, specifying the nature thereof, the period of existence thereof and the action Borrower proposes to take with respect thereto; (d) copies of all regular and periodic financial and other reports, if any, which Borrower or any of its Subsidiaries shall file with the Securities and Exchange commission or any governmental agencies substituted therefor; and (e) with reasonable promptness, such further information regarding the business, operations, properties or condition (financial or otherwise) of Borrower or its Subsidiaries as Lender may reasonably request. 6.2 Payment of Charges. Pay and discharge all Taxes, assessments and governmental charges or levies imposed upon it or its property or assets, or upon properties leased by it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon its property or assets, provided that Borrower shall not be required to pay any such Tax, assessment, charge, levy or claim (a) the payment of which is being contested in good faith and by proper proceedings if adequate reserves with respect thereto have been set up by Borrower, as the case may be, in accordance with GAAP or (b) if the payment of such Tax, assessment, charge, levy or claim, whether considered individually or when aggregated with all other unpaid Taxes, assessments, charges, levies or liens, would not reasonably be expected to have a material adverse effect on the ability of Borrower to perform its obligations under this Agreement or any of the Loan Documents to which it is a party or the transactions contemplated hereby or thereby. 6.3 Insurance. Maintain such insurance (with financially sound and responsible insurance carriers reasonably satisfactory to Lender) against loss or damage to, or liability in connection with, its property, persons and such other contingencies -21- Page 103 of 131 Pages as is customarily maintained by other corporations engaged in the same or similar business, similarly situated; provided, that in lieu of such insurance, Borrower may maintain or cause to be maintained a system or systems of self-insurance reasonably satisfactory to Lender that will accord with the approved practices of companies owning or operating properties of a similar character. 6.4 Inspection of Books and Assets. Upon prior written or telephonic notice to Borrower, allow during normal business hours any representative of Lender to visit and inspect any of its properties, to examine its books of record and account and to discuss its affairs, finances and accounts with its officers, all at such reasonable times and as often as Lender may reasonably request, and, in each case, cause each of its Subsidiaries so to do (it being understood that, prior to a Default, neither Borrower nor any subsidiary of Borrower shall be obligated to pay the fees or out-of- pocket expenses of any such representative in connection with any such visit, inspection, examination or discussion). 6.5 Notices. Deliver immediately to Lender as soon as any officer, director or Authorized Employee obtains knowledge of the occurrence of an event or the existence of any circumstance which may give rise to a Default or Event of Default, a certificate signed by an Authorized Employee specifying the nature thereof, the period of existence thereof and what action Borrower proposes to take with respect thereto. 6.6 Litigation. Promptly give written notice to Lender of any action, proceeding or claim which has been commenced or threatened in writing against Borrower or any of its Subsidiaries, or any dispute which may, exist between Borrower or any of its Subsidiaries and any governmental regulatory body, in which the amount involved is $100,000 or more or which, whether considered individually or when aggregated with all other such actions, proceedings, claims and disputes, would have a material adverse effect on the ability of Borrower to perform its obligations under this Agreement or any of the Loan Documents to which it is a party or any transaction contemplated hereby or thereby. 6.7 Preservation of Corporate Existence. Maintain and preserve its corporate existence and right to carry on its business, and duly procure all necessary renewals and extensions thereof and use its best efforts to maintain, preserve and renew all rights, powers, privileges and franchises which, in the opinion of the Board of Directors of Borrower continue to be advantageous to it. 6.8 Maintenance of Properties. Ensure that its property and equipment used or useful in its business in whomsoever's possession they may be, are kept in good repair, working order and condition, and that from time to time there are made in such properties and equipment all needful and proper repairs, renewals, -22- Page 104 of 131 Pages replacements, extensions, additions, betterments and improvements thereto, to the extent and in the manner customary f or companies in similar businesses. 6.9 Compliance with Law. Comply with the requirements of all applicable laws, rules, regulations, court orders and decrees and orders of any governmental agency which are applicable to Borrower or to any of its properties (including, without limitation, laws, rules, regulations, court orders and decrees and orders of any governmental agency with respect to employee benefits and fair labor standards and wages), the failure to comply with which, whether considered individually or when aggregated with all other failures, would reasonably be expected to have a material adverse effect on the ability of Borrower to perform its obligations under this Agreement or any of the Loan Documents to which it is a party; provided, however, that with respect to orders of any governmental agency, Borrower shall have the right to contest in good faith, by appropriate proceedings, the validity or imposition of any such order and upon such good faith contest to delay or refuse payment of any amount due with respect to such order, upon notice to Lender and the establishment of such reserves or the making of other appropriate provision therefor in accordance with GAAP. 6.10 Use of Proceeds. Use the proceeds of the Loans only (a) to repurchase stock of Borrower, (b) to make loans to the Borrower's shareholders or former shareholders (which loans shall be documented by promissory notes bearing a market rate of interest), (c) to purchase stock (or other equity interests) in Katy, either in the public market or in private transactions, and (d) for working capital and other general corporate purposes. Neither the Borrower nor any Subsidiary shall use (or permit to be used) any proceeds of any of the Loans to acquire any security in any transaction which is subject to Section 12 or 13 of the Securities Exchange Act of 1934, as amended, or any regulations or rulings thereunder. 6.11 Value of Pledged Collateral. If the Current Market Value of the Pledged Collateral is at any time less than 200% of the Aggregate Facility Commitment, Borrower shall within 1 Business Day after the earlier of obtaining knowledge thereof or of receiving notice from Lender thereof (a) pledge or cause to be pledged to Lender additional capital stock of a Person satisfactory to Lender, and if Borrower and its Subsidiaries have no such stock to pledge, Borrower shall grant a security interest in property satisfactory to Lender, such that all property and assets pledged to Lender and in which Lender has a first priority perfected Lien has an aggregate Current Market Value of not less than 200% of the Aggregate Facility Commitment, and Borrower shall deliver or caused to be delivered to Lender all certificates of shares required to be pledged to Lender hereunder and will execute and deliver or cause the execution and delivery of all security agreements, pledge -23- Page 105 of 131 Pages agreements, assignments, guarantees and other documents requested by Lender in connection with this Section 6.11 or (b) reduce the Aggregate Facility Commitment in accordance with Section 2.7 such that the aggregate Current Market Value is not less than 200% of the Aggregate Facility Commitment as so reduced. 6.12 Compliance with ERISA. Borrower and each Subsidiary shall maintain each Plan and Qualified Plan as to which it may have any liability in substantial compliance with all applicable requirements of law and regulation. ARTICLE VII. NEGATIVE COVENANTS Borrower covenants and agrees that on and after the date hereof and until (a) the Aggregate Facility Commitment has terminated; (b) all Loans and all interest, fees and all other obligations incurred by Borrower hereunder and under the Loan Documents have been paid in full and (c) all obligations of Lender to Borrower under this Agreement and under the Loan Documents have terminated, Borrower will not: 7.1 Consolidation, Merger, Sale of Assets, etc. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or substantially all of its property or assets. 7.2 ERISA. Maintain or permit to exist or become a party to a Multiemployer Plan or Multiple Employer Plan. 7.3 Regulation U. Directly or indirectly, or permit any of its Subsidiaries to directly or indirectly, apply any part of the proceeds of the Loans in violation of Regulation U of the Federal Reserve Board (a) to purchase or carry any Margin Stock, (b) to extend credit to others for the purpose of purchasing or carrying any Margin Stock or (c) to retire Indebtedness which was incurred to purchase or carry any Margin Stock. 7.4 Lions on Borrower's Property. Create, assume or suffer or permit to exist any Lien (except Liens in existence on the Closing Date listed on Schedule 7.4 hereto) upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign any right to receive income. 7.5 Indebtedness. Create, incur, assume or permit or suffer to exist any Indebtedness other than: (a) Indebtedness hereunder and under the Note; and (b) Existing Indebtedness of Borrower which is described on Schedule 7.5 hereto, provided that (a) the principal amount of such Indebtedness shall not be increased above the principal amount -24- Page 106 of 131 Pages thereof outstanding on the date hereof, as set forth on such Schedule, and (b) no such Indebtedness shall be renewed or extended or remain outstanding after the stated maturity thereof. 7.6 Sale of Stock of Subsidiaries. Issue, sell or otherwise dispose of, or part with control of, any shares of stock (or warrants, rights, options, securities convertible into such stock or other similar rights to acquire stock) or Indebtedness of Katy or Pledgor. 7.7 Restrictions on Pledgor. Permit or suffer to exist any restriction or limitation on the ability or right of Pledgor (i) to pay dividends or make any type of distributions to Borrower, (ii) to make loans or advances to Borrower or repay loans or advances made by Borrower to Pledgor, (iii) to sell, assign, pledge or otherwise dispose of the Pledged Collateral, except as provided in the Pledge Agreement, or (iv) to transfer any of its properties or assets to Borrower. 7.8 Permitted Activities. Engage or conduct any business or activities other than those engaged in or conducted on the Closing Date. ARTICLE VIII. EVENTS OF DEFAULT 8.1 Events of Default. Each of the following specified events shall constitute an "Event of Default": (a) Payments. Borrower shall default in the payment when due of (i) any principal amount of the Loans or (ii) any interest on the Loans or any fees or any other amounts owing hereunder or under any of the Loan Documents and such default shall continue unremedied for five (5) days; or (b) Representations of Borrower. Any representation, warranty or statement made by Borrower herein or in any of the Loan Documents or in any certificate or other document delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or (c) Representations of Pledgor. Any representation, warranty or statement made by Pledgor in the Pledge Agreement or in any certificate or other document delivered pursuant thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or (d) Covenants of Borrower. Borrower shall (i) default in the due performance or observance by it of any term, covenant or agreement contained in section 6.1, Section 6.5, Section 6.10, Section 6.11 or any Section of Article VII or (ii) default in the due performance or observance by it of any other term, covenant or agreement contained in this Agreement or in any Loan Document and -25- Page 107 of 131 Pages such default described in this clause (ii) shall continue unremedied for a period of 10 days; or (e) Covenants of Pledgor. Pledgor shall default in the due performance or observance by it of any term, covenant or agreement contained in the Pledge Agreement; or (f) Default Under Other Agreements. Borrower or Pledgor shall default in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any other Indebtedness of, or directly or indirectly guaranteed by, Borrower or Pledgor, or Borrower or Pledgor shall default in the performance or observance of any obligation or condition with respect to any such other Indebtedness or any other event shall occur if the effect of such default or event (after giving effect to any applicable grace period) is to accelerate the maturity of any such Indebtedness or to permit the holder or holders thereof, or any trustee or agent for such holders, to cause such Indebtedness to become due and payable prior to its expressed maturity or any such Indebtedness shall become due prior to its stated maturity as a result of an event of default; or (g) Bankruptcy, etc. Borrower or Pledgor shall commence a voluntary case concerning itself under Title 11 of the United States Code as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced against Borrower or Pledgor and the petition is not controverted within 10 days, and is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of Borrower or Pledgor or Borrower (or Pledgor commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to Borrower or Pledgor, or there is commenced against Borrower or Pledgor any such proceeding which remains undismissed for a period of 60 days or more, or Borrower or Pledgor is adjudicated insolvent or bankrupt, or any order of relief or other order approving any such case or proceeding is entered, or Borrower or Pledgor suffers or permits any appointment of any custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days or more, or Borrower or Pledgor admits in writing its inability to pay, or is generally unable to pay its debts as they mature, or Borrower or Pledgor makes a general assignment for the benefit of creditors or any corporate action is taken by Borrower or Pledgor for the purpose of effecting any of the foregoing; or (h) Judgments. A final judgment or final judgments for the payment of money is or are entered by a court or courts of competent jurisdiction, and all appeals therefrom have been -26- Page 108 of 131 Pages exhausted (or the time in which appeal is permitted has lapsed without appeal being made), against Borrower or Pledgor (other than any judgment as to which a reputable insurance company has accepted full liability in writing) and the aggregate amount of all such judgments exceeds $500,000; or (i) Ownership) or Control of Borrower. A Change of Control shall occur; or (j) Dissolution. Any order, judgment or decree shall be entered in any proceeding against Borrower or Pledgor decreeing the dissolution or winding up of Borrower or Pledgor, and such order shall remain undischarged or unstayed for a period in excess of 60 days. (k) Litigation. Any litigation, investigation or proceeding pending in any court or before any grand jury, arbitrator, regulatory commission, board, administrative agency or other governmental authority threatens to have a material adverse effect on (a) the ability of Borrower or Pledgor to perform its obligations under this Agreement or the Loan Documents to which it is a party, or (b) the business, operations, properties or condition (financial or otherwise) of Borrower; or (l) Other Agreements. All or any provision of this Agreement, any other Loan Document or the Pledge Agreement shall be declared to be illegal or null and void, or the validity or enforceability thereof shall be contested by any Person, or shall be rejected or disaffirmed by any Person, or a proceeding shall be commenced by any governmental agency or authority or court or other Person seeking to establish the invalidity or enforceability thereof, or any such Person that is a party to this Agreement, any other Loan Document or the Pledge Agreement shall deny that it has any or further liability or obligation thereunder; or (m) Invalidity of Pledge Agreement. The Pledge Agreement or any provision thereof shall cease to give Lender the Liens, rights, powers and privileges purported to be created thereby (including without limitation a perfected security interest in, and Lien on, all of the Pledged collateral) and superior to and prior to the rights of all third Persons subject to no other Liens; or (n) Control of Pledgor. Borrower shall cease at any time to possess, directly or indirectly, the power to direct or cause the direction of the management and policies of Pledgor. (o) Material Adverse Change. Amy material adverse change occurs in, or, any material adverse event occurs affecting, the ability of Borrower or Pledgor to perform its obligations under any Loan Document to which it is a party or any of the transactions contemplated hereby or thereby. -27- Page 109 of 131 Pages 8.2 Remedies. (a) Termination of Facility. Upon the occurrence of any Event of Default and at any time thereafter if any Event of Default shall then be continuing, Lender may by written notice to Borrower, take any or all of the following actions, without prejudice to the rights of Lender to enforce its claims against Borrower (provided that if an Event of Default specified in Section 8.1(g) shall occur, the result which would occur upon the giving of written notice by Lender to Borrower as specified in clauses (i) and (ii) below, shall occur automatically without the giving of any such notice): (i) declare the Aggregate Facility Commitment terminated, whereupon all commitments and obligations of Lender under this Agreement and under the Loan Documents shall forthwith terminate immediately; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all obligations owing hereunder and under the Loan Documents, to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrower; and (iii) exercise any right or remedies under this Agreement and the other Loan Documents. (b) Right of Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise and not by way of limitation of any such rights, upon the occurrence and during the continuation of any Event of Default, Lender is hereby authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind to Borrower or any other Person, any such notice being hereby expressly waived, and to the fullest extent permitted by law, to set off and to appropriate and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Lender to or for the credit or the account of Borrower against any and all of the obligations and liabilities of Borrower to Lender now or hereafter existing under this Agreement or any of the Loan Documents, including, without limitation, all claims of any nature or description arising out of or connected with this Agreement and the Loan Documents, irrespective of whether or not Lender shall have made any demand under this Agreement or any of the Loan Documents and although such obligations, liabilities or claims, or any of them, shall be contingent or unmatured. Notwithstanding the above, Lender agrees to give Borrower prompt notice after any such set off, provided, however, that any failure by Lender to give such notice shall not affect Lender's rights hereunder or otherwise impose any liability on Lender or create any rights in favor of Borrower. (c) Remedies Not Exclusive. Lender shall have, addition to the rights and remedies given it by this Agreement and the Loan Documents, all rights and remedies allowed by all applicable laws and all rights and remedies available to Lender shall be cumulative and non-exclusive. -28- Page 110 of 131 Pages (d) Application of Payments. Notwithstanding any contrary provision contained in this Agreement or in any of the Loan Documents, Borrower irrevocably waives the right to direct the application of any and all payments received by Lender from Borrower after the occurrence of any Event of Default and at any time thereafter if any Event of Default shall then be continuing, and Borrower does hereby irrevocably agree that Lender shall have the continuing exclusive right to apply and reapply any and all payments received after the occurrence of any Event of Default and at any time thereafter if any Event of Default shall then be continuing against the obligations of Borrower under this Agreement and the Loan Documents in such manner as Lender may deem advisable, notwithstanding any entry by Lender upon any of its books and records. ARTICLE IX. MISCELLANEOUS 9.1 Distribution of Information. Borrower hereby authorizes Lender, as Lender may elect in its sole discretion, to discuss with and furnish to (a) any Affiliate of Lender, Lender's attorneys or other advisors, or (b) any court, tribunal, arbitration board, government or self-regulatory agency with jurisdiction over Lender, in connection with any proceeding, cause or matter pending (or on its face purported to be pending) or in connection with any legal or regulatory requirement, litigation or procedure of any such entity relating to this Agreement or the Loan Documents or (c) any assignee or prospective assignee and any participant or prospective participant, all financial statements, audit reports and other information pertaining to Borrower and its Subsidiaries, whether such information was provided by Borrower or its Subsidiaries or prepared or obtained by Lender or third parties. 9.2 Waivers or Modifications. Any waiver, permit, consent or approval of any Event of Default, Default or breach of any provision, condition or covenant of, or any amendment or modification to, this Agreement or any of the Loan Documents must be in writing and shall be effective only to the extent it is set forth in writing. No such waiver, permit, consent, approval, amendment or modification shall be effective without the consent of Borrower and Lender. No waiver of a specific breach, Event of Default or Default shall operate as a waiver of any other breach, Event of Default or Default or of the same breach, Event of Default or Default occurring at a later time. 9.3 Indemnification. (a) Terms of Indemnity. Borrower agrees to indemnify and hold harmless Lender, its directors, officers, counsel and employees and each Person, if any, who controls Lender within the meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (any and all of whom -29- Page 111 of 131 Pages are referred to in this Section 9.3 as the "Indemnified Parties" and individually as an "Indemnified Party"), from and against any and all losses, claims, damages and liabilities, joint or several (including all legal or other expenses reasonably incurred by any of the Indemnified Parties in connection with the preparation for or defense of any pending or threatened claim, action or proceeding, whether or not resulting in any liability) to which such Indemnified Party may become subject under any applicable Federal or state law or otherwise, caused by or arising out of, or allegedly caused by or arising out of, the preparation, review, negotiation, execution, delivery or performance of this Agreement, the Loan Documents or any transaction contemplated hereby or thereby, other than losses, claims, damages or liabilities arising from the gross negligence or willful misconduct of the Indemnified Party. Promptly after receipt by an Indemnified Party of notice of any claim, action or proceeding with respect to which an Indemnified Party is entitled to indemnity hereunder, such Indemnified Party will notify Borrower of such claim or the commencement of such action or proceeding; provided, however, that the failure of an Indemnified Party to give notice as provided herein shall not relieve Borrower of its obligations under this Section 9.3 with respect to such Indemnified Party, except to the extent that Borrower actually is prejudiced by such failure. Borrower will assume the defense of such claim, action or proceeding and will employ counsel satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Indemnified Party will be entitled, at the expense of Borrower, to employ counsel separate from counsel for Borrower and for any other party in such action if the Indemnified Party determines in its sole discretion that a conflict of interest exists which makes representation by counsel chosen by Borrower not advisable. In the event that an Indemnified Party is subpoenaed to testify or produce documents in any action or proceeding brought against Borrower (or any of its Subsidiaries (or any of its officers, directors or employees) in which such Indemnified Party is not named as a defendant (and is not itself a plaintiff) or in which Borrower consents to such testimony or production, Borrower agrees to reimburse such Indemnified Party for all expenses incurred by it (including fees and expenses of counsel) in connection with its appearing as a witness or producing documents. (b) Survival. The obligations of Borrower under this Section 9.3 shall survive and continue to be in full force and effect notwithstanding (i) the execution and delivery of this Agreement and the Loan Documents, (ii) the making of the Loans, (iii) the repayment of the Loans, (iv) the issuance of any Letter of Credit, (v) the payment in full of all interest, fees and all other obligations incurred hereunder and under the Loan Documents and (vi) the termination of all obligations of Lender to Borrower under all Loan Documents. -30- Page 112 of 131 Pages 9.4 Independent Investigation. Lender shall be entitled to rely- on all representations and warranties made by Borrower under this Agreement in spite of any independent investigation performed or to be performed by or on behalf of Lender. 9.5 Failure or Delay. No failure or delay on the part of the Lender in the exercise of any power, right or privilege under this Agreement or any of the Loan Documents and no course of dealing among Borrower and Lender shall operate as a waiver thereof, nor shall any single or partial exercise cd any such power, right or privilege hereunder or thereunder preclude other or further exercise of any other power, right or privilege. 9.6 Severability. Any provision of this Agreement or the loan Documents which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability, but all the remaining provisions of this Agreement and the Loan Documents shall remain valid. 9.7 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Borrower and Lender and their respective successors and assigns and any of Lender's participants; provided, however, that Borrower may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Lender, and no such consent shall in any event relieve Borrower of its obligations hereunder. 9.8 Notices. (a) Any notice, communication or demand which Borrower or Lender may be required or may desire to give to another party under any provision of this Agreement or the Loan Documents to which Borrower is a party shall be: (i) given in writing and personally delivered, nailed or delivered by overnight courier service to the party to whom such notice, communication or demand is directed or (ii) made by telecopy or facsimile transmission delivered or transmitted to the party to whom such notice, communication or demand is directed, at its address as follows: To Borrower: CRL, Inc. 6300 South Syracuse Way Suite 300 Englewood, Colorado 80111 Attention: Jonathan Johnson Telecopy: (303) 773-2729 Telephone: (303) 773-2800 With a copy to: Philip E. Johnson, Esq. Bennington, Johnson, Ruttum & Reeve 370 East 17th Street -31- Page 113 of 131 Pages With a copy to: Philip E. Johnson, Esq. Bennington, Johnson, Ruttum & Reeve 370 East 17th Street Suite 2480 Denver, Colorado 80202 Telecopy: (303) 629-5718 Telephone: (303) 629-5200 To Lender: The Northern Trust Company Metropolitan Group II, North Division 50 South LaSalle Street Chicago, Illinois 60675 Attention: Wendy J. Roberg 1 Vice President Telecopy: (312) 444-7028 Telephone: (312) 444-4173 With a copy to: Schiff Hardin & Waite 7200 Sears Tower 233 South Wacker Drive Chicago, Illinois 60606 Attention: Patricia Dondanville Telephone: (312) 258-5709 Telecopy: (312) 258-5600 (b) Any notice which is personally delivered shall be deemed to have been given on the date on which it is personally delivered. Any notice which is delivered by overnight courier service shall be deemed to have been given on the Business Day after deposit with such courier service. Any notice which is transmitted by telecopy or facsimile transmission shall be deemed to have been given on the day that such notice is transmitted upon oral confirmation of receipt. Any notice which is mailed shall be sent by registered or certified mail, postage prepaid and return receipt requested, and shall be deemed to have been given on the third Business Day after deposit in the mail. Notwithstanding the foregoing, any request for a Loan pursuant to Section 2.2 (or any telephonic notice in lieu thereof, as permitted by this Agreement) shall be effective only when actually received by Lender. (c) Any of Borrower or Lender may change the address to which notices, requests and other communications are to be sent to it by giving written notice of such address change to the other parties in conformity with this Section 9.8, but such change shall not be effective until notice of such change has been received by the other parties. 9.9 Publicity. Borrower shall not, without the prior written approval of Lender, make any publicity release, -32- Page 114 of 131 Pages advertisement, public statement or public announcement which identifies Lender by name, unless such communication is required by law. 9.10 Costs, Expenses and Fees. Borrower agrees to reimburse promptly Lender (a) for all out-of -pocket costs and expenses, including, without limitation, due diligence and audit expenses and reasonable fees and expenses of auditors, attorneys (which attorneys may be lender's employees and including, without limitation, Schiff Hardin & Waite, special counsel for Lender) and other advisors, expended or incurred in the preparation, review, negotiation, execution and delivery, and filing and recording as necessary, of this Agreement, the Loan Documents or in amending or waiving provisions of this Agreement and such other agreements or in obtaining advice from auditors, attorneys and other advisors regarding its rights and responsibilities under this Agreement and such other documents, whether or not the transactions hereby contemplated are consummated, and (b) for all costs and expenses, including, without limitation, reasonable fees and expenses of auditors, attorneys (which attorneys may be Lender's employees) and other advisors, expended or incurred by Lender after a Default or Event of Default in collecting any sum which becomes due under this Agreement, the loan Documents, in negotiations with respect to restructuring or "working out" the credit facilities or in the protection, perfection, preservation and enforcement of any and all rights of Lender in connection with this Agreement and the Loan Documents, including, without limitation, the fees and costs incurred in any out-of-court work-out or bankruptcy or reorganization proceeding. Borrower shall pay and hold Lender harmless from and against any and all present and future stamp and other similar Taxes with respect to the foregoing matters and save Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such Taxes. 9.11 Consent to Pledge. As the sole legal and beneficial owner of all of the issued and outstanding stock of Pledgor, Borrower unconditionally and irrevocably consents to the pledge of the Pledged Collateral to Lender to secure the Obligations (as defined in the Pledge Agreement), and Borrower agrees that it will not take, directly or indirectly, any action to impair Lender's rights in the Pledged Collateral. 9.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original with the same effect as if the signatures thereto and hereto were upon the same instrument. 9.13 Governing Law. The validity, construction and enforcement of this Agreement and the loan Documents and the rights and obligations of the parties hereunder and thereunder shall be governed by and construed and interpreted in accordance with the -33- Page 115 of 131 Pages substantive laws of the State of Illinois (without regard to conflicts of law principles). 9.14 Service of Process. Borrower irrevocably consents to the service of process in any action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Borrower, such service to be effective ten (10) days after such mailing. Borrower absolutely and irrevocably consents and submits to the jurisdiction of the courts of the State of Illinois and of any Federal court located in such State in connection with any action or proceeding brought against Borrower by Lender arising out of or relating to this Agreement or the loan Documents. Nothing herein shall affect the right to serve process in any other manner permitted by law. Borrower hereby irrevocably designates CT Corporation System, located at 208 South LaSalle Street, Chicago, Illinois 60604, as the designee, appointee and agent of Borrower to receive, for and on behalf of Borrower, service of process in such respective jurisdictions in any legal action or proceeding with respect to this Agreement or the Note and such service shall be deemed completed 10 days after delivery thereof to said agent. It is understood that a copy of such process served on any such agent will be promptly forwarded by mail to Borrower at its address set forth in Section 9.8, but the failure of Borrower to receive such copy shall not affect in any way the service of such process. Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Borrower at its said address, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of Lender to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Borrower in any other jurisdiction. 9.15 Recapture. To the extent Lender receives any payment by or on behalf of Borrower, which payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to Borrower or its estate, trustee, receiver, custodian or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by the amount so repaid shall be reinstated and shall be included within the liabilities of Borrower to Lender as of the date such initial payment, reduction or satisfaction occurred. 9.16 Complete Agreement. This Agreement, together with the exhibits and schedules to this Agreement, the Loan Documents to which Borrower and Lender are parties and the other documents delivered on the Closing Date, is intended by each of Borrower and Lender as a final expression of their agreement and is intended as -34- Page 116 of 131 Pages a complete statement of the terms and conditions of their agreement. 9.17 Captions. The descriptive headings of the various sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof. [INTENTIONALLY LEFT BLANK] -35- Page 117 of 131 Pages 9.18 WAIVER OF JURY TRIAL. BORROWER AND LENDER ABSOLUTELY AND IRREVOCABLY WAIVE TRIAL BY JURY AND ANY OBJECTION, INCLUDING WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH BORROWER OR LENDER MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING, INCLUDING WITH RESPECT TO ANY MATTER WHICH MIGHT BE ASSERTED AGAINST LENDER BY BORROWER, IN ANY SUCH ACTION OR PROCEEDING. IN WITNESS WHEREOF, Borrower and lender have caused this Agreement to be duly executed as of the day and year first above written. CRL, INC. By:/s/Jonathan P. Johnson ______________________ Title: VICE PRESIDENT & TREASURER THE NORTHERN TRUST COMPANY By:/s/Wendy J. Robery __________________ Title: VICE PRESIDENT -36- Page 118 of 131 Pages Exhibit A FORM OF NOTE $20,000,000 Chicago, Illinois December 9, 1993 FOR VALUE RECEIVED, CRL, INC., a Delaware corporation (the "Borrower") hereby promises to pay to the order of THE NORTHERN TRUST COMPANY (the "Lender") in lawful money of the United States of America in immediately available funds, at the office of the Lender, 50 South LaSalle Street, Chicago, Illinois 60675 the principal sum of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000), or, if less, the unpaid principal amount of all Loans made by the Lender pursuant to the Agreement (as defined below) on December 31, 1994. Borrower also promises to pay interest to the Lender on the unpaid principal amount owing thereunder from time to time in like money at said office from the date hereof until paid in full at the rates and at the times provided in the Agreement. Interest also shall be payable on any overdue payment of principal and (to the extent permitted by law) interest as provided in the Agreement. This Note is referred to in the Amended and Restated Revolving Credit Agreement dated as of December 9, 1993 among the Borrower and the Lender (as from time to time in effect, and as amended, the "Agreement"), and is entitled to the benefits thereof and shall be subject to the provisions thereof. This Note may, subject to the terms of the Agreement, be declared (without demand, notice or legal process of any kind other than as expressly specified in the Agreement) and thereupon immediately shall become due and payable. Borrower hereby waives presentment, demand, protest, notice of protest, notice of demand and notice of non-payment hereof. If, as a result of any circumstance whatsoever, the fulfillment of any payment obligation under this Note would result in a violation of any applicable usury statute or any other similar law, then the payment obligation to be fulfilled will be reduced to the limit provided in such statue or law, so that in no event shall any payment of or requirement to pay interest under this Note be in excess of the limit established by any such statute or law, so that in no event shall Borrower be bound to pay interest in any amount in excess of the legal limit for the use, forbearance or detention of money. Page 119 of 131 Pages This Note is secured pursuant to the Pledge Agreement, dated as of December 9, 1993, between the Taft-Peirce Manufacturing Company and the Lender. This Note constitutes a renewal and restatement of that certain Revolving Credit Note of the Borrower dated November 16, 1993, payable to the order of the Lender (the "Original Note") . The indebtedness evidenced by the Original Note is continuing indebtedness, and nothing contained herein shall be deemed to constitute a payment, settlement or novation of the Original Note or to release or otherwise adversely affect any lien, mortgage or security interest securing such indebtedness or any rights of the Lender against any guarantor, surety or other party primarily or secondarily liable for such indebtedness. The validity, construction and enforcement of this Note and the rights and obligations of the holder and Borrower hereunder, shall be governed by and construed in accordance with the substantive laws of the State of Illinois (without regard to conflicts of law principles). Borrower irrevocably consents to the service of process in any action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Borrower, such service to be effective ten (10) days after such mailing. Borrower absolutely and irrevocably consents and submits to the jurisdiction of the courts of the State of Illinois and of any Federal court located in such State in connection with any action or proceeding brought against Borrower by Lender arising out of or relating to this Note. Nothing herein shall affect the right to serve process in any other manner permitted by law. Borrower hereby irrevocably designates CT Corporation System, located a 208 South LaSalle Street, Chicago, Illinois 60604, as the designee, appointee and agent of Borrower to receive, for and on behalf of Borrower, service of process in such respective jurisdictions in any legal action or proceeding with respect to this Note and such service shall be deemed completed 10 days after delivery thereof to said agent. It is understood that: a copy, of such process served on any such agent will be promptly forwarded by mail to Borrower at its address set forth in Section 9.8 of the Agreement, but the failure of Borrower to receive such copy shall not affect in any way the service of such process. Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Borrower at its said address, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of Lender to serve process in any other manner permitted by "law or to commence legal proceeding or otherwise proceed against Borrower in any other jurisdiction. Page 120 of 131 Pages BORROWER AND LENDER ABSOLUTELY AND IRREVOCABLY WAIVE TRIAL BY JURY AND ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH BORROWER OR LENDER MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING, INCLUDING WITH RESPECT TO ANY MATTER WHICH MIGHT BE ASSERTED AGAINST LENDER BY BORROWER, IN ANY SUCH ACTION OR PROCEEDING. CRL, INC. By:__________________________________ Title:_______________________________ Page 121 of 131 Pages EX-99.JJ 5 PRESS RELEASE EXHIBIT JJ KATY NEWS FOR IMMEDIATE RELEASE PRESS RELEASE ELGIN, IL January 31, 1994 -- Katy Industries, Inc. (NYSE: KT) announced today that its Board of Directors concluded that it was not in the best interest of the Company and its shareholders to continue negotiating with Steinhardt/Pensler a merger agreement containing a dilutive option. The Board of Directors took further action appointing Charles W. Sahlman, Philip E. Johnson and William F. Andrews as a committee to evaluate and recommend to the Board of Directors at a March 8, 1994 Board of Directors meeting which of the following, a self tender at a fixed price, a Dutch auction or a dividend of not less than $10 per share (any one or combination of the foregoing) that the Company should take to maximize shareholder values. No assurance can be given as to whether or when any such action may be taken. Both of the foregoing actions were recommended to the Board of Directors by the Special Committee that had been evaluating the Steinhardt/Pensler proposal. Katy also announced that the date for its annual meeting of shareholders had been set for April 26, 1994 and that the record date for such meeting had been set as March 20, 1994. Katy Industries, Inc. is a diversified corporation with interests in industrial machinery, industrial components and consumer products. Company contact: Paul Kurowski, Corporate Secretary in Elgin at (312) 379-1121 __________________________ KATY INDUSTRIES, INC. Headquarters 853 DUNDEE AVENUE, ELGIN, ILLINOIS 60120-3089 (708) 697-8900 - Chicago (312) 379-1121 FAX (312) 379-1130 Page 122 of 131 Pages EX-99.KK 6 LETTER TO CERTAIN REPORTING PERSONS EXHIBIT KK Barry J. Carroll 2340 Des Plaines Avenue - Suite 303 Des Plaines, IL 60018 (708) 297-3700 January 31, 1994 VIA FEDERAL EXPRESS, PERSONAL DELIVERY To the persons names on the accompanying distribution list: Accompanying please find a Notice of Intent to Sell on Market given pursuant to paragraph 6 of the Stock Purchase Agreement made as of January 1, 1983. The Notice relates to a sale of 90,100 shares of the common stock of Katy Industries, Inc. by the Wallace E. Carroll Trust U/A dated 5/1/58 F/B/O Barry J. Carroll and his descendants. Please give me written notice of your response to this notice as soon as possible. In addition, I ask that any Corporate Shareholders (as defined in such Agreement) who do not intend to purchase any of these shares waive the option granted to them by paragraph 6(c) of such Agreement with respect to these shares by written notice to me as soon as possible. Sincerely, /s/ Barry J. Carroll ____________________ Barry J. Carroll cc: Via Facsimile Page 123 of 131 Pages DISTRIBUTION LIST INDIVIDUAL SHAREHOLDERS AND REPRESENTATIVES OF TRUST, PARTNERSHIP AND CORPORATE SHAREHOLDERS Philip E. Johnson, Esq. Bennington, Johnson, Ruttum & Reeve 370 17th Street Suite 2480 Denver, Colorado 80202 *** 378 Lafayette Street Denver, Colorado 80218 303/777-7474 (Home) 303/629-5200 (Office) 303/629-5718 (Telecopy) Denis H. Carroll CRL Industries, Inc. 2345 North Waukegan Road Suite S200 Bannockburn, Illinois 60015 *** 1000 N. Waukegan Road Lake Forest, Illinois 60045 708/234-1327 (Home) 708/940-3940 (Office) 708/940-2599 (Telecopy) Lelia K. Carroll 180 Franklin Street Denver, Colorado 80218 303/777-7575 (Home) 303/777-9100 (Telecopy) Wallace E. Carroll, Jr. Amelia M. Carroll P.O. Box 159, Route #1 Franktown, Colorado 80116 303/688-4333 (Home) 303/773-2800 (CRL-Denver) 303/773-2729 (Telecopy) 303/841-0970 (Pat's Bank) 303/841-0983 (Telecopy) Barry J. Carroll Barbara P. Carroll 55 Mayflower Road Lake Forest, Illinois 60045 708/234-1627 (Home) 708/297-3700 (Office) 708/299-2080 (Telecopy) Page 124 of 131 Pages Megan E. Carroll 1731 Beacon Street, Apt. 320 Brookline, Massachusetts 02146 617/731-3284 (Home) 617/731-3284 (Telecopy - same as phone) Arthur R. Miller, Esq. CRL Industries, Inc. 2345 North Waukegan Road Suite S200 Bannockburn, Illinois 60015 *** 1051 McCormick Drive Lake Forest, Illinois 60045 708/615-1860 (Home) 708/940-3960 (Office) 708/945-0241 (Telecopy) John R. Prann c/o CRL, Inc. 8101 E. Prentice, Suite 815 Englewood, Colorado 80111 *** 18759 East Long Avenue Aurora, Colorado 80016 303/766-3359 (Home) 800/266-2138 (Office) 303/773-2729 (Telecopy) Page 125 of 131 Pages EX-99.LL 7 NOTICE OF INTENT TO SELL ON MARKET EXHIBIT LL NOTICE OF INTENT TO SELL ON MARKET This Notice of Intent to sell is hereby given by the Wallace E. Carroll Trust U/A dated 5/1/58 F/B/O Barry J. Carroll and his descendants (the "Selling Shareholder") pursuant to the certain Stock Purchase Agreement dated as of January 1, 1983, as notice to the other Shareholders of the Selling Shareholder's intent to sell 90,100 shares of the common stock of Katy Industries, Inc. ("Shares") pursuant to a market sale. The following information is hereby disclosed with respect to such intended transfer of Shares: (a) Closing price per Share on the New York Stock Exchange on the date prior to the date hereof. Twenty Five and Seven-Eighths Dollars ($25-7/8) (b) Amount of any Broker's commission or finders fee payable with respect to the intended transfer. one-half (1/2) of one percent (1%) of sales price of Shares WALLACE E. CARROLL TRUST U/A DATED 5/1/58 F/B/O BARRY J. CARROLL AND HIS DESCENDANTS By: /s/ Barry J. Carroll ____________________ Barry J. Carroll, Trustee Dated: January 31, 1994 Page 126 of 131 Pages EX-99.MM 8 LETTER FROM MILLER TO BARRY CARROLL EXHIBIT MM HOLLEB & COFF ATTORNEYS AT LAW 2345 WAUKEGAN ROAD SUITE S-200 BANNOCKBURN, ILLINOIS 60015 (312) 807-4600 TELECOPIER (706) 948-0241 ARTHUR R. MILLER CHICAGO OFFICE: 55 EAST MONROE SUITE 4100 CHICAGO, ILLINOIS 60603-5896 (312) 807-4600 February 4, 1994 VIA FACSIMILE Mr. Barry J. Carroll 2340 Des Plaines Avenue Suite 303 Des Plaines, IL 60018 Re: Sale of Katy Industries, Inc. Stock Dear Barry: This letter will serve to confirm our telephone conversation of yesterday relative to your intended sale of 90,100 shares of common stock of Katy Industries, Inc. You have circulated a Notice of Intent to Sell, pursuant to the Stock Purchase Agreement dated as of January 1, 1983, to several persons including John R. Prann and the undersigned. Although John Prann is President and CEO of Katy Industries, and I am General Counsel and a Director of Katy Industries, your notice was sent to us in other capacities and for other purposes. Accordingly, we have not undertaken to advise you regarding any securities law considerations regarding your planned sale of shares in Katy Industries, of which you are also a director. It is our understanding that you have separate counsel in the person of Mr. Young Kim of the firm of Wildman Harrold Allen & Dixon, and that Mr. Kim or his associates have advised you with respect to your duties and obligations with respect to this proposed sale of shares, and that you are not relying on the Company or its representatives with respect to any legal matters relating to this transaction. No waiver or consent with respect to your proposed sale of shares which either of us may execute should in any way be construed as advice or concurrence in your conclusion that your proposed sale of shares is permissible under applicable securities or other laws. Page 127 of 131 Pages Very truly yours, /s/ Arthur R. Miller ____________________ Arthur R. Miller ARM:ms cc: J. Prann Page 128 of 131 Pages EX-99.NN 9 WAIVER EXHIBIT NN WAIVER THIS WAIVER is given as of February 8, 1994. WHEREAS, the undersigned are "Shareholders" under the Stock Purchase Agreement, dated January 1, 1983 (the "1983 Agreement"), among certain Carroll family members and affiliates relating to shares of the common stock of Katy Industries, Inc. ("Katy shares"); WHEREAS, the 1983 Agreement provides that each party thereto has a right of first refusal to acquire Katy shares proposed to be sold by other parties thereto; AND WHEREAS, the Wallace E. Carroll Trust U/A dated 5/1/58 F/B/O Barry J. Carroll and his descendants (the "Selling Shareholder") now desires to sell up to 90,100 Katy shares and the undersigned have elected not to purchase such Katy shares from the Selling Shareholder; NOW, THEREFORE, the parties hereto, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows: 1. Waiver. Each of the undersigned hereby waives any right to, and elects not to, exercise any right of first refusal option he may have under paragraph 6 of the 1983 Agreement with respect to sales on market of an aggregate of not more than 90,100 Katy shares by the Selling Shareholder during the sixty day period beginning on the date of this Waiver. 2. Counterparts. This Waiver may be executed in any number of counterparts, all of which together shall together constitute one and the same instrument. 3. Governing Law. This Waiver shall be governed by the laws of the State of Delaware without regard to conflicts of laws. * * * * * Page 129 of 131 Pages IN WITNESS WHEREOF, the undersigned have executed this Waiver as of the date first above written. LE WA COMPANY By: /s/ Wallace E. Carroll, Jr. Wallace E. Carroll, Jr., Vice President CRL, INC. By: /s/ John R. Prann, Jr. John R. Prann, Jr., President BUILDING MANAGEMENT CORPORATION By: /s/ Wallace E. Carroll, Jr. Wallace E. Carroll, Jr., Vice President MANUFACTURERS ACCEPTANCE CORPORATION By: /s/ John R. Prann, Jr. John R. Prann, Jr., President B.M. ROOT COMPANY By: /s/ John R. Prann, Jr. John R. Prann, Jr., President THE TAFT-PEIRCE MANUFACTURING COMPANY By: /s/ John R. Prann, Jr. John R. Prann, Jr., President Page 130 of 131 Pages Z LIQUIDATION CORPORATION By: /s/ John R. Prann, Jr. John R. Prann, Jr., President CARROLL INTERNATIONAL CORPORATION By: /s/ Barry J. Carroll Barry J. Carroll, President Page 131 of 131 Pages -----END PRIVACY-ENHANCED MESSAGE-----