SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 26)(1)
Katy Industries, Inc.
---------------------
(Name of Issuer)
Common Stock, One Dollar ($1.00) par value
------------------------------------------
(Title of Class of Securities)
486026107
--------------
(CUSIP Number)
Jonathan P. Johnson
President
CRL, Inc.
6300 S. Syracuse Way, Suite 300
Englewood, Co 80111
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 12, 2001
-------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
--------------
(1) 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, as amended (the "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).
Page 1 of 32 Pages
CUSIP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 194,358
8 SHARED VOTING POWER 2,931,647
9 SOLE DISPOSITIVE POWER 194,358
10 SHARED DISPOSITIVE POWER 2,931,647
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,126,005
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.2%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 32 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 20,848
8 SHARED VOTING POWER 3,131,157
9 SOLE DISPOSITIVE POWER 20,848
10 SHARED DISPOSITIVE POWER 3,131,157
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,152,005
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.6%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 32 Pages
CUSP No. 48602107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 2,151
8 SHARED VOTING POWER 2,073,436
9 SOLE DISPOSITIVE POWER 2,151
10 SHARED DISPOSITIVE POWER 2,073,436
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,075,587
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.7%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 32 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. and Lelia H. 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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 603,000
8 SHARED VOTING POWER 2,073,436
9 SOLE DISPOSITIVE POWER 603,000
10 SHARED DISPOSITIVE POWER 2,073,436
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.9%
14 TYPE OF REPORTING PERSON* OO
*SEE INSTRUCTIONS BEFORE FILING OUT!
Page 5 of 32 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace E. Carroll Trust U/A Dated 1/20/61
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 11,881
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 11,881
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,881
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 32 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Lelia H. Carroll Trust U/A Dated 7/12/62
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 180,661
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 180,661
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,661
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14 TYPE OF REPORTING PERSON* 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 32 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 2,073,436
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 2,073,436
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.7%
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 32 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Wallace 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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 32,910
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 32,910
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,910
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 32 Pages
CUSP No. 486026107 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Subtrusts under The Wallace E. Carroll Trust U/A dated 12/20/79
F/B/O the descendants of 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
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 6,760
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 6,760
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,760
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 32 Pages
AMENDMENT NO. 26
TO SCHEDULE 13D
This amended statement relates to the Common Stock, $1.00 par value per
share (the "Shares"), of Katy Industries, Inc., a Delaware corporation (the
"Issuer").
This amended statement is being filed in accordance with Rule 101(a)(2)(i)
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"). This amended statement on Schedule 13D is jointly
filed by Wallace E. Carroll, Jr. ("Mr. Carroll"); Amelia M. Carroll; The Wallace
E. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his
descendants; The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O
Wallace E. Carroll, Jr. and his descendants; The Wallace E. Carroll Trust U/A
Dated 1/20/61 F/B/O Wallace E. Carroll, Jr. and his descendants; The Lelia H.
Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. and his
descendants; CRL, Inc., a Delaware corporation ("CRL"); The Wallace
Foundation;and the Subtrusts under The Wallace E. Carroll Trust U/A dated
12/20/79 F/B/O the descendants of Wallace E. Carroll, Jr. (collectively, the
"Reporting Persons") pursuant to a Schedule 13D Joint Filing Agreement dated as
of June 29, 2001 filed as Exhibit D to this amended statement.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
In connection with Mr. Carroll's and CRL's entering into the Stock
Voting Agreement dated as of June 2, 2001 (the "Stock Voting Agreement") by and
among KKTY Holding Company, L.L.C. ("KKTY"), CRL, Mr. Carroll and certain other
stockholders of the Issuer, which was previously filed as Exhibit 99.1 to
Amendment No. 25 to this statement, on July 12, 2001 CRL entered into an
amendment, effective as of June 2, 2001, to its Pledge Agreement dated as of
December 31, 1995, as amended (the "Pledge Agreement"), with The Northern Trust
Company ("Northern Trust"), which was previously filed as Exhibit A to Amendment
No. 24 to this statement, pursuant to which CRL pledged to Northern Trust all of
the 2,073,436 Shares ("CRL Pledged Shares") it owns to secure the prompt and
complete payment and performance when due of all of CRL's obligations under the
Pledge Agreement and CRL's Amended and Restated Revolving Credit Agreement dated
as of December 31, 1993, as amended, with Northern Trust, which was previously
filed as Exhibit CC to Amendment No. 14 to this statement (collectively with the
Pledge Agreement, the "Credit Agreements"). In connection therewith, Mr. Carroll
entered into an amendment, effective as of June 2, 2001, to his Pledge Agreement
(the "Guaranty Pledge Agreement") dated as of February 28, 2001 in favor of
Northern Trust, which was previously filed as Exhibit F to Amendment No. 24 to
this statement, pursuant to which Mr. Carroll pledged to Northern Trust 177,239
Shares (collectively with the CRL Pledged Shares, the "Pledged Shares") he owns
to secure the full and prompt payment and performance of all of CRL's
obligations under the Agreements and Mr. Carroll's obligations under the
Guaranty Pledge Agreement and his Guaranty dated as of February 28, 2001 in
favor of Northern Trust, which was previously filed as Exhibit G to Amendment
No. 24 to this statement (collectively with the Guaranty Pledge Agreement, the
"Guaranty Agreements").
In connection with the amendments, Northern Trust, CRL and Mr. Carroll
entered into a letter agreement dated as of June 2, 2001 (the "Letter
Agreement") pursuant to which Northern Trust approved and authorized the
following actions by CRL and Mr. Carroll pursuant to the terms of the Stock
Voting Agreement: (i) the vote of the Pledged Shares in accordance with the
terms and conditions of the Stock Voting Agreement (the "Vote"), (ii) the
appointment of KKTY, and any designee of KKTY, as CRL's and Mr. Carroll's proxy
and attorney-in-fact with respect to the Pledged Shares to vote, to act by
written consent or to request that the chairman or secretary of the Issuer call
a special meeting of the stockholders to vote in accordance with the Vote, (iii)
the revocation of all previously granted proxies with respect to the Pledged
Shares; provided that such revocation operates only to revoke the proxy granted
to Northern Trust with respect to matters relating to the Vote, and (iv) so long
as no
Page 11 of 32 Pages
event of default or similar event shall have occurred under the Credit
Agreements or the Guaranty Agreements, to not request that the Issuer register a
transfer of the Pledged Shares, unless such transfer is made in compliance with
the Stock Voting Agreement. A failure by CRL or Mr. Carroll to comply with the
terms of the Letter Agreement shall constitute an immediate event of default for
purposes of the Credit Agreements and the Guaranty Agreements.
The description of the Credit Agreements, the Guaranty Agreements and
the Letter Agreement are qualified in their entirety by the provisions of such
agreements attached to this amended statement as exhibits or previously filed as
exhibits to prior amendments to this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Item 6 is hereby amended as follows:
The description of the amendments to the Pledge Agreement and the
Guaranty Pledge Agreement set forth in Item 5 above is incorporated herein by
reference in its entirety.
Item 7. Material to be filed as Exhibits.
Item 7 is hereby amended as follows:
In accordance with subparagraph 3 of Item 7, the following exhibits
are attached hereto:
EXHIBIT A - Fifth Amendment dated as of June 2, 2001 to Pledge Agreement dated
as of December 31, 1995 by and between CRL and Northern Trust.
EXHIBIT B - First Amendment dated as of June 2, 2001 to Pledge Agreement dated
as of February 28, 2001 by and between Mr. Carroll and Northern Trust.
EXHIBIT C - Letter Agreement dated as of June 2, 2001 by and among Northern
Trust, CRL and Mr. Carroll.
EXHIBIT D - Schedule 13D Joint Filing Agreement dated as of June 29, 2001 by and
among the Reporting Persons.
* * * * *
Page 12 of 32 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: July 12, 2001
WALLACE E. CARROLL TRUST
U/A Dated July 1, 1957 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
----------------------------------------
Wallace E. Carroll, Jr., Trustee
*
----------------------------------------
Amelia M. Carroll, Trustee
WALLACE E. AND LELIA H. CARROLL TRUST
U/A Dated May 1, 1958 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
----------------------------------------
Wallace E. Carroll, Jr., Trustee
*
----------------------------------------
Amelia M. Carroll, Trustee
WALLACE E. CARROLL TRUST
U/A Dated January 20, 1961 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
----------------------------------------
Wallace E. Carroll, Jr., Trustee
*
----------------------------------------
Amelia M. Carroll, Trustee
LELIA H. CARROLL TRUST
U/A Dated July 12, 1962 F/B/O
Wallace E. Carroll, Jr. and his
descendants
*
----------------------------------------
Wallace E. Carroll, Jr., Trustee
*
----------------------------------------
Amelia M. Carroll, Trustee
Page 13 of 32 Pages
THE WALLACE FOUNDATION
*
----------------------------------------
Wallace E. Carroll, Jr., Trustee
*
----------------------------------------
Amelia M. Carroll, Trustee
SUBTRUSTS UNDER THE WALLACE E.
CARROLL TRUST
U/A Dated December 20, 1979 F/B/O the
descendants of Wallace E. Carroll, Jr.
*
----------------------------------------
Wallace E. Carroll, Jr., Trustee
*
----------------------------------------
Amelia M. Carroll, Trustee
*
----------------------------------------
WALLACE E. CARROLL, JR.
*
----------------------------------------
AMELIA M. CARROLL
CRL, INC.
*
----------------------------------------
Jonathan P. Johnson, President
*By: /s/ Jonathan P. Johnson
-----------------------------------
Jonathan P. Johnson
Attorney-in-fact
Page 14 of 32 Pages
EXHIBIT A
FIFTH AMENDMENT
TO PLEDGE AGREEMENT
This Fifth Amendment to Pledge Agreement (this "AMENDMENT"), dated as of
June 2, 2001 (the "EFFECTIVE DATE"), is entered into between CRL, INC., a
Delaware corporation (the "BORROWER"), and THE NORTHERN TRUST COMPANY, an
Illinois banking corporation having its principal office at 50 South LaSalle
Street, Chicago, Illinois 60675 (the "LENDER").
RECITALS:
A. The Borrower and the Lender have entered into an Amended and Restated
Revolving Credit Agreement dated as of December 9, 1993, as amended by a First
Amendment thereto dated as of December 31, 1994, a Second Amendment thereto
dated as of December 31, 1995, a Third Amendment thereto dated as of October 31,
1996, a Fourth Amendment thereto dated as of December 31, 1997, a Fifth
Amendment thereto dated as of December 31, 1998, a Sixth Amendment thereto dated
as of August 25, 1999, a Seventh Amendment thereto dated as of February 29, 2000
and an Eighth Amendment thereto dated as of February 28, 2001 (said Amended and
Restated Revolving Credit Agreement, as heretofore amended, shall hereinafter be
referred to as the "CREDIT AGREEMENT"; the terms defined in the Credit Agreement
and not otherwise defined herein shall be used herein as defined in the Credit
Agreement).
B. In connection with the Credit Agreement the Borrower has executed and
delivered to the Lender a certain Pledge Agreement, dated as of December 31,
1995, as amended by a First Amendment thereto dated as of October 31, 1996, a
Second Amendment thereto dated as of December 31, 1997, a Third Amendment
thereto dated as of August 25, 1999 and a Fourth Amendment thereto dated as of
February 28, 2001 (said Pledge Agreement, as heretofore amended, the "PLEDGE
AGREEMENT").
D. The Borrower and the Lender desire to amend the Pledge Agreement in
certain respects as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. AMENDMENTS TO THE PLEDGE AGREEMENT.
1.1. SECTION 1(c) OF THE PLEDGE AGREEMENT. SECTION 1(c) of the Pledge
Agreement is hereby amended and restated in its entirety as of the Effective
Date to read as follows:
"(c) Certificated securities comprising the Pledged Collateral have
been duly authorized and validly issued and are fully paid and
non-assessable and constitute approximately 25% of the issued and
outstanding common stock of Katy Industries, Inc., a Delaware corporation
("KATY") as of April 23, 2001 (and constitute approximately 10% as of April
23, 2001, assuming the conversion of 700,000 shares of convertible
preferred stock, par value $100.00 per share, of Katy into 11,666,666 share
of common stock of Katy as contemplated by that certain Stock Voting
Agreement dated as of June 2, 2001 by and among KKTY Holding Company,
L.L.C. and the shareholders named therein (the
Page 15 of 32 Pages
"STOCK VOTING AGREEMENT")), and less than 1% of the issued and outstanding
common stock of Modtech Holdings, Inc., a Delaware corporation ("MODTECH"),
as of March 26, 2001."
1.2. SECTION 1(e) OF THE PLEDGE AGREEMENT. SECTION 1(e) of the Pledge
Agreement is hereby amended as of the Effective Date by deleting the phrase "and
that certain Stock Voting and Tender Agreement dated as of March 29, 2001 by and
among KKTY Holding Company, L.L.C. and the shareholders named therein (the
"STOCK VOTING AGREEMENT")" appearing therein and substituting the phrase "and
the Stock Voting Agreement, as limited by the Letter Agreement (hereinafter
defined)" therefor.
1.3. SECTION 1(g) OF THE PLEDGE AGREEMENT. SECTION 1(g) of the Pledge
Agreement is hereby amended and restated in its entirety as of the Effective
Date to read as follows:
"(g) No consent of any other Person (including, without limitation,
stockholders or creditors of Pledgor) and no consent, authorization,
approval or other action by, and no notice to or filing or registration
with (other than the reporting of the pledge hereunder in Pledgor's
Schedule 13D filing with the Securities and Exchange Commission and the
reporting of a sale of the Pledged Collateral by Pledgor in a Form 4 filing
with the Securities and Exchange Commission), any governmental authority is
required for (i) the pledge by Pledgor of the Pledged Collateral pursuant
to this Agreement or for the execution, delivery or performance of this
Agreement by Pledgor, (ii) the exercise by Pledgee of rights and remedies
in respect of the Pledged Collateral provided for in this Agreement (except
(A) as may be required by the Securities Act (as defined hereinafter) and
state securities laws affecting the offering and sale by Persons such as
the Pledgee of securities such as the Pledged Collateral, (B) as provided
in SECTION 24 of this Agreement with respect to the common stock of Katy
only and (C) in accordance with the terms and provisions of the Stock
Voting Agreement, as limited by the Letter Agreement, with respect to the
common stock of Katy only) or (iii) the perfection of the security
interests granted in SECTION 2 of this Agreement;".
1.4. SECTION 1(j) OF THE PLEDGE AGREEMENT. SECTION 1(j) of the Pledge
Agreement is hereby amended as of the Effective Date by adding the following
phrase at the end of the sentence thereof: "except to comply with the covenants
and agreements of Pledgor in the Stock Voting Agreement, as limited by the
Letter Agreement."
1.5. SECTION 2(b) OF THE PLEDGE AGREEMENT. SECTION 2(b) of the Pledge
Agreement is hereby amended as of the Effective Date by adding the following
phrase at the beginning of the second sentence thereof:
Page 16 of 32 Pages
"Except in accordance with the express agreements of the Pledgee
contained in that certain letter agreement of the Pledgee regarding the
Stock Voting Agreement, dated as of June 2, 2001, executed and delivered by
the Pledgee and acknowledged and approved by the Pledgor and Wallace E.
Carroll, Jr. (the "LETTER AGREEMENT"),".
1.6. SECTION 2(c) OF THE PLEDGE AGREEMENT. SECTION 2(c) of the Pledge
Agreement is hereby amended as of the Effective Date by deleting the word "and"
at the end of CLAUSE (iv), inserting "; and" at the end of CLAUSE (iii) and
deleting CLAUSE (v) in its entirety.
1.7. SECTION 3 OF THE PLEDGE AGREEMENT. SECTION 3 of the Pledge
Agreement is hereby amended as of the Effective Date as follows:
(a) by adding the following phrase before the period of the first
sentence thereof: ", except that whether or not a Default or Event of Default
shall have occurred and be continuing, Pledgor may vote in the manner consistent
with the Stock Voting Agreement"; and
(b) by adding the following phrase before the period of the second
sentence thereof: ", except as otherwise expressly provided in the Letter
Agreement".
1.8. SECTION 8 OF THE PLEDGE AGREEMENT. SECTION 8 of the Pledge
Agreement is hereby amended as of the Effective Date as follows:
(a) SECTION 8(a) is hereby amended by adding the following before the
colon in the first sentence thereof: ", not inconsistent with the express terms
of the Letter Agreement"; and
(b) SECTION 8(d) is hereby amended by adding the following phrase
after the phrase "rights and remedies" appearing in the first sentence thereof:
", not inconsistent with the express terms of the Letter Agreement,".
1.9. SECTION 24 OF THE PLEDGE AGREEMENT. SECTION 24 of the Pledge
Agreement is hereby amended as of the Effective Date as follows:
(a) SECTION 24(b)(i) of the Pledge Agreement is hereby amended by
adding the following phrase before the period of the last sentence thereof:
"(and constitute approximately 10% as of April 23, 2001, assuming the conversion
of 700,000 shares of convertible preferred stock, par value $100.00 per share,
of Katy into 11,666,666 shares of common stock of Katy as contemplated by the
Stock Voting Agreement)";
(b) SECTION 24(d) of the Pledge Agreement is hereby amended by
deleting the phrase "Except as contemplated by the Stock Voting Agreement,"
appearing therein; and
(c) SECTION 24(f) of the Pledge Agreement is hereby amended by adding
the phrase "not inconsistent with the express terms Letter Agreement" after the
phrase "to take actions" appearing therein.
Page 17 of 32 Pages
2. REPRESENTATIONS AND WARRANTIES. To induce the Lender to enter into
this Amendment, the Borrower warrants that:
2.1. AUTHORIZATION. The Borrower is duly authorized to execute and
deliver this Amendment and is and will continue to be duly authorized to perform
its obligations under the Pledge Agreement, as amended hereby.
2.2. NO CONFLICTS. The execution and delivery of this Amendment and
the performance by the Borrower of its obligations under the Pledge Agreement,
as amended hereby, do not and will not conflict with any provision of law or of
the charter or by-laws of the Borrower or of any agreement binding upon the
Borrower, with the exception of the Stock Voting Agreement.
2.3. VALIDITY AND BINDING EFFECT. The Pledge Agreement, as amended
hereby, is the legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.
3. CONDITIONS PRECEDENT TO AMENDMENT. This Amendment shall become
effective as of the Effective Date upon satisfaction of each of the following
conditions precedent:
3.1. DOCUMENTATION. The Borrower shall have delivered to the Lender
all of the following, each duly executed by the appropriate parties and dated
the date of the Effective Date or other date satisfactory to the Lender, in form
and substance satisfactory to the Lender:
(a) AMENDMENT. Counterparts of this Amendment.
(b) FIRST AMENDMENT TO GUARANTOR PLEDGE AGREEMENT. The First
Amendment to Guarantor Pledge Agreement dated as of June 2, 2001 between Wallace
E. Carroll, Jr. and the Lender.
(c) LETTER AGREEMENT. A duly executed Letter Agreement.
(d) CERTIFICATE. A certificate of the president or chief financial
officer of the Borrower as to the matters set out in SECTIONS 3.2 and 3.3
hereof.
(e) OTHER. Such other documents as the Lender may reasonably request.
3.2. NO DEFAULT. As of the closing date, no Event of Default or
Default under the Loan Documents shall have occurred and be continuing.
3.3. REPRESENTATIONS AND WARRANTIES. As of the closing date, the
representations and warranties in ARTICLE IV of the Credit Agreement, in the
Loan Documents and in SECTION 2 of this Amendment shall be true and correct as
though made on such date, except for such changes as are specifically permitted
under the Credit Agreement.
Page 18 of 32 Pages
4. GENERAL.
4.1. EXPENSES. The Borrower agrees to pay the Lender upon demand for
all reasonable expenses, including reasonable attorneys' and legal assistants'
fees (which attorneys and legal assistants may be employees of the Lender),
incurred by the Lender in connection with the preparation, negotiation and
execution of this Amendment, the Letter Agreement, the First Amendment to
Guarantor Pledge Agreement and any documents required to be furnished herewith
or therewith.
4.2. LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
4.3. SUCCESSORS. This Amendment shall be binding upon the Borrower and
the Lender and their respective successors and assigns, and shall inure to the
benefit of the Borrower and the Lender and the successors and assigns of the
Lender.
4.4. CONFIRMATION OF THE CREDIT AGREEMENT AND THE PLEDGE AGREEMENT.
The Credit Agreement, the Pledge Agreement, as amended hereby, the Note and the
other Loan Documents remain in full force and effect and are hereby ratified and
confirmed in all respects.
4.5. REFERENCES TO THE PLEDGE AGREEMENT. On the Effective Date, each
reference in the Pledge Agreement to "this Agreement", or "herein" and each
reference in the Credit Agreement and the other Loan Documents to the "Pledge
Agreement" or like references shall be deemed to refer to the Pledge Agreement,
as amended hereby.
4.6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and any party hereto may execute one or more such counterparts,
all of which shall constitute one and the same Amendment. Delivery of an
executed counterpart of this Amendment by facsimile shall be as effective as
delivery of a manually executed counterpart of this Amendment.
(SIGNATURE PAGE TO FOLLOW)
Page 19 of 32 Pages
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed at Chicago, Illinois as of the date first written above.
CRL, INC.
By:
------------------------------------
Title:
---------------------------------
THE NORTHERN TRUST COMPANY
By:
------------------------------------
Title:
---------------------------------
Page 20 of 32 Pages
EXHIBIT B
FIRST AMENDMENT
TO GUARANTOR PLEDGE AGREEMENT
This First Amendment to Guarantor Pledge Agreement (this "AMENDMENT"),
dated as of June 2, 2001 (the "EFFECTIVE DATE"), is entered into between Wallace
E. Carroll, Jr. (the "GUARANTOR"), and THE NORTHERN TRUST COMPANY, an Illinois
banking corporation having its principal office at 50 South LaSalle Street,
Chicago, Illinois 60675 (the "LENDER").
RECITALS:
A. CRL, Inc., a Delaware corporation (the "BORROWER") and the Lender have
entered into an Amended and Restated Revolving Credit Agreement dated as of
December 9, 1993, as amended by a First Amendment thereto dated as of December
31, 1994, a Second Amendment thereto dated as of December 31, 1995, a Third
Amendment thereto dated as of October 31, 1996, a Fourth Amendment thereto dated
as of December 31, 1997, a Fifth Amendment thereto dated as of December 31,
1998, a Sixth Amendment thereto dated as of August 25, 1999, a Seventh Amendment
thereto dated as of February 29, 2000 and an Eighth Amendment thereto dated as
of February 28, 2001 (said Amended and Restated Revolving Credit Agreement, as
heretofore amended, shall hereinafter be referred to as the "CREDIT AGREEMENT";
the terms defined in the Credit Agreement and not otherwise defined herein shall
be used herein as defined in the Credit Agreement).
B. In connection with the Eighth Amendment to Credit Agreement, the
Guarantor has executed and delivered to the Lender a certain Pledge Agreement,
dated as of February 28, 2001 (the "GUARANTOR PLEDGE AGREEMENT").
C. The Guarantor and the Lender desire to amend the Guarantor Pledge
Agreement in certain respects as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. AMENDMENTS TO THE PLEDGE AGREEMENT.
1.1. SECTION 4(a) OF THE GUARANTOR PLEDGE AGREEMENT. SECTION 4(a) of
the Guarantor Pledge Agreement is hereby amended as of the Effective Date as
follows:
(a) CLAUSE (ii) is hereby amended (i) by deleting the phrase "and
Tender" appearing therein, and (ii) by deleting the date "March 29, 2001"
appearing therein and substituting the date "June 2, 2001" therefor;
(b) CLAUSE (iv) is hereby amended by deleting the phrase "and to KKTY
under the Stock Voting Agreement"; and
(c) CLAUSE (v) is hereby amended by adding the following phrase after
the phrase "any federal or state law or regulation or any agreement" appearing
therein: "(with the exception of the Stock Voting Agreement, as limited by that
certain letter agreement of the Secured Party regarding the Stock Voting
Agreement, dated as of June 2, 2001, executed and
Page 21 of 32 Pages
delivered by the Secured Party and acknowledged and approved by CRL, Inc. and
Debtor (the "LETTER AGREEMENT"))".
1.2. SECTION 6 OF THE GUARANTOR PLEDGE AGREEMENT. SECTION 6 of the
Guarantor Pledge Agreement is hereby amended as of the Effective Date as
follows:
(a) SUBSECTION 6(b) is hereby amended by adding the following phrase
after the phrase "to facilitate implementation of such rights, Debtor shall,"
appearing therein: "except as expressly provided in the Letter Agreement"; and
(b) SUBSECTION 6(c) is hereby amended by (i) adding the following
phrase after the phrase "as conclusive evidence of the right" appearing therein:
", subject to the express terms of the Letter Agreement," and (ii) deleting the
phrase "; PROVIDED, HOWEVER, until an Event of Default or an Unmatured Event of
Default shall have occurred and be continuing, Secured Party acknowledges and
agrees to the terms of the Stock Voting Agreement regarding transfers".
1.3. SECTION 7 OF THE GUARANTOR PLEDGE AGREEMENT. SECTION 7 of the
Guarantor Pledge Agreement is hereby amended as of the Effective Date by adding
the following phrase before the first sentence thereof: "Except as expressly
provided in the Letter Agreement,"
1.4. SECTION 8 OF THE GUARANTOR PLEDGE AGREEMENT. SECTION 8 of the
Guarantor Pledge Agreement is hereby amended as of the Effective Date as
follows:
(a) SUBSECTION 8(a) is hereby amended by deleting the phrase ";
PROVIDED, that all proceeds received in connection with the tender of the
Collateral pursuant to the Stock Voting Agreement shall be immediately applied
to the obligations of Borrower under the Credit Agreement" appearing therein;
and
(b) SUBSECTION 8(f) is hereby amended by deleting the phrase "and the
Stock Voting Agreement" appearing therein.
1.5. SECTION 10 OF THE GUARANTOR PLEDGE AGREEMENT. SECTION 10 of the
Guarantor Pledge Agreement is hereby amended as of the Effective Date as
follows:
(a) SUBSECTION 10(a) of the Guarantor Pledge Agreement is hereby
amended by adding the following phrase after the phrase "Secured Party may
exercise any rights and remedies" appearing in the second sentence thereof: ",
not inconsistent with the express terms of the Letter Agreement,"; and
(b) SUBSECTION 10(b) of the Guarantor Pledge Agreement is hereby
amended and restated in its entirety to read as follows:
Page 22 of 32 Pages
"(b) If any Event of Default shall have accrued and be continuing,
then, in addition to have the right to exercise any rights and
remedies (such rights and remedies being subject to the express terms
of the Letter Agreement) of a secured party upon default under the
Uniform Commercial Code in effect in the State of Illinois or where
any Collateral is located, Secured Party may, in its sole discretion,
subject to the express terms of the Letter Agreement:".
1.6. SECTION 19 OF THE GUARANTOR PLEDGE AGREEMENT. SECTION 19 of the
Guarantor Pledge Agreement is hereby amended as of the Effective Date as
follows:
(a) SUBSECTION 19(b)(i) of the Guarantor Pledge Agreement is hereby
amended by adding the following phrase before the period of the last sentence
thereof: "(and constitute less than 1% as of April 23, 2001, assuming the
conversion of 700,000 shares of convertible preferred stock, par value $100.00
per share, of Katy into 11,666,666 shares of common stock of Katy as
contemplated by the Stock Voting Agreement)";
(b) SUBSECTION 19(b)(ii) of the Guarantor Pledge Agreement is hereby
amended by adding the following phrase before the period of the last sentence
thereof: "(and constitute approximately 15% as of April 23, 2001, assuming the
conversion of 700,000 shares of convertible preferred stock, par value $100.00
per share, of Katy into 11,666,666 shares of common stock of Katy as
contemplated by the Stock Voting Agreement)";
(c) SUBSECTION 19(d) of the Guarantor Pledge Agreement is hereby
amended by deleting the phrase "Except as contemplated by the Stock Voting
Agreement," appearing therein; and
(d) SUBSECTION 19(f) of the Guarantor Pledge Agreement is hereby
amended by adding the phrase "not inconsistent with the express terms of the
Letter Agreement" after the phrase "to take actions" appearing therein.
2. REPRESENTATIONS AND WARRANTIES. To induce the Lender to enter into
this Amendment, the Guarantor warrants that:
2.1. AUTHORIZATION. The Guarantor is duly authorized to execute and
deliver this Amendment and is and will continue to be duly authorized to perform
its obligations under the Guarantor Pledge Agreement, as amended hereby.
2.2. NO CONFLICTS. The execution and delivery of this Amendment and
the performance by the Guarantor of its obligations under the Guarantor Pledge
Agreement, as amended hereby, do not and will not conflict with any provision of
law or of any agreement binding upon the Guarantor, with the exception of the
Stock Voting Agreement.
2.3. VALIDITY AND BINDING EFFECT. The Guarantor Pledge Agreement, as
amended hereby, is the legal, valid and binding obligation of the Guarantor,
enforceable against the Guarantor in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar laws of
general application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.
Page 23 of 32 Pages
3. CONDITIONS PRECEDENT TO AMENDMENT. This Amendment shall become
effective as of the Effective Date upon satisfaction of each of the following
conditions precedent:
3.1. DOCUMENTATION. The Guarantor shall have delivered to the Lender
all of the following, each duly executed by the appropriate parties and dated
the date of the Effective Date or other date satisfactory to the Lender, in form
and substance satisfactory to the Lender:
(a) AMENDMENT. Counterparts of this Amendment.
(b) LETTER AGREEMENT. A duly executed Letter Agreement.
(c) CONDITIONS PRECEDENT IN THE FIFTH AMENDMENT TO PLEDGE AGREEMENT.
The conditions precedent in Section 3 of the Fifth Amendment to Pledge Agreement
dated as of June 2, 2001 by and between CRL, Inc. and the Lender shall have been
satisfied in form and substance satisfactory to Lender.
(d) OTHER. Such other documents as the Lender may reasonably request.
3.2. NO DEFAULT. As of the closing date, no Event of Default or
Default under the Loan Documents or any event that would accelerate the payment
of the Liabilities under the Guaranty shall have occurred and be continuing.
3.3. REPRESENTATIONS AND WARRANTIES. As of the closing date, the
representations and warranties in the Credit Agreement, in the Loan Documents
and in SECTION 2 of this Amendment shall be true and correct as though made on
such date, except for such changes as are specifically permitted under the
Credit Agreement, the Loan Documents or the Guaranty.
4. GENERAL.
4.1. LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
4.2. SUCCESSORS. This Amendment shall be binding upon the Guarantor
and the Lender and their respective successors and assigns, and shall inure to
the benefit of the Guarantor and the Lender and the successors and assigns of
the Lender.
4.3. CONFIRMATION OF THE GUARANTY AND THE GUARANTOR PLEDGE AGREEMENT.
The Guaranty and the Guarantor Pledge Agreement, as amended hereby, remain in
full force and effect and are hereby ratified and confirmed in all respects.
4.4. REFERENCES TO THE GUARANTOR PLEDGE AGREEMENT. On the Effective
Date, each reference in the Guarantor Pledge Agreement to "this Agreement", or
"herein" and each reference in the Credit Agreement and the other Loan Documents
to the "Guarantor Pledge Agreement" or like references shall be deemed to refer
to the Guarantor Pledge Agreement, as amended hereby.
Page 24 of 32 Pages
4.5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and any party hereto may execute one or more such counterparts,
all of which shall constitute one and the same Amendment. Delivery of an
executed counterpart of this Amendment by facsimile shall be as effective as
delivery of a manually executed counterpart of this Amendment.
Page 25 of 32 Pages
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed at Chicago, Illinois as of the date first written above.
----------------------------------------
Wallace E. Carroll, Jr., individually
THE NORTHERN TRUST COMPANY
By:
------------------------------------
Title:
---------------------------------
Page 26 of 32 Pages
EXHIBIT C
Dated as of June 2, 2001
Wallace E. Carroll, Jr.
CRL, Inc.
6300 Syracuse Way, Suite 300
Englewood, Colorado 80111
Attn: Jonathan P. Johnson, President
Re: Voting of Katy Industries Common Stock
Gentlemen:
It is our understanding that certain shareholders of Katy Industries, Inc.,
a Delaware corporation ("KATY"), including Wallace E. Carroll, Jr. ("CARROLL")
and CRL, Inc., a Delaware corporation ("CRL," and, together with Carroll and the
other shareholders, the "SHAREHOLDERS"), have entered into that certain Stock
Voting Agreement with KKTY Holding Company, L.L.C., a Delaware limited liability
company ("KKTY"), dated as of June 2, 2001 (the "EFFECTIVE DATE"), a fully
executed copy of which is attached hereto (the "STOCK VOTING AGREEMENT"),
pursuant to which the Shareholders have jointly and severally agreed to vote (or
cause to be voted) 2,480,000 shares of common stock, $1 par value, of Katy
("COMMON STOCK") owned (whether of record or beneficially) by the Shareholders
as of the Effective Date (the "SECURITIES") with respect to certain questions
that may be put to the Shareholders, in each case, in accordance with the terms
and conditions of the Stock Voting Agreement (the "VOTE").
Also pursuant to the Stock Voting Agreement, each Shareholder has
severally, and not jointly:
1) appointed KKTY, and any designee of KKTY, each of them
individually, such Shareholder's proxy and attorney-in-fact, with full power of
substitution and resubstitution, to vote, to act by written consent or to
request that the chairman or secretary of Katy call a special meeting of the
stockholders, during the Closing Voting Period (as defined in the Stock Voting
Agreement) with respect to such Shareholder's Securities in accordance with the
Vote (the "PROXY");
2) represented and warranted that any proxies previously given in
respect of such Shareholder's Securities are not irrevocable, and that all such
proxies have been or are revoked (the "REVOCATION"); and
Page 27 of 32 Pages
3) covenanted not to request that Katy register the transfer
(book-entry or otherwise) of any certificate or uncertificated interest
representing any of such Shareholder's Securities during the Closing Voting
Period, unless such transfer is made in compliance with the Stock Voting
Agreement (the "STOP TRANSFER").
Pursuant to that certain Pledge Agreement by and between CRL and The
Northern Trust Company, an Illinois banking corporation ("NORTHERN TRUST"),
dated as of December 31, 1995, as amended, restated, supplemented or otherwise
modified from time to time (the "CRL PLEDGE AGREEMENT"), CRL has pledged certain
shares of Common Stock to Northern Trust ("CRL PLEDGED SHARES") in order to
secure CRL's obligations under that certain Amended and Restated Revolving
Credit Agreement by and between CRL and Northern Trust, dated as of December 9,
1993, as amended, restated, supplemented or otherwise modified from time to time
(the "CREDIT AGREEMENT"). In addition, pursuant to that certain Pledge Agreement
by and between Carroll and Northern Trust dated as of February 28, 2001, as
amended, restated, supplemented or otherwise modified from time to time (the
"CARROLL PLEDGE AGREEMENT"), Carroll has pledged certain shares of Common Stock
to Northern Trust ("CARROLL PLEDGED SHARES"; together with the CRL Pledged
Shares, the "PLEDGED SHARES") in order to secure Carroll's obligations under
that certain Guaranty dated as of February 28, 2001 executed and delivered by
Carroll to and in favor of Northern Trust, as amended, restated, supplemented or
otherwise modified from time to time (the "GUARANTY").
Northern Trust has examined the Stock Voting Agreement and,
notwithstanding any provisions to the contrary in the CRL Pledge Agreement, the
Credit Agreement, the Carroll Pledge Agreement, the Guaranty, or any other
agreement related thereto and delivered in connection therewith (collectively,
the "LOAN AGREEMENTS"), effective as of the Effective Date, hereby approves of
and authorizes: (i) the Vote and the Proxy, and hereby agrees to allow to be
voted, in such manner as Carroll, CRL or KKTY shall direct, in accordance with
the provisions of the Stock Voting Agreement, so many of the shares of Common
Stock as are subject to the Loan Agreements; (ii) the Revocation, provided the
Revocation operates only to revoke the proxy granted to Northern Trust with
respect to matters relating to the Vote; and (iii) so long as no event of
default or similar event shall have occurred under the Loan Agreements, the Stop
Transfer, and hereby agrees during the Closing Voting Period not to request, or
cause the Shareholders to request, Katy to register the transfer of any of the
shares of Common Stock as are subject to the Loan Agreements in the name of
Northern Trust or any other name, except as otherwise permitted by the Stock
Voting Agreement. Northern Trust further agrees to cooperate with Carroll, CRL
and the other Shareholders, at the expense of CRL and Carroll, in connection
with their respective efforts to fulfill any other agreements and covenants set
forth in the Stock Voting Agreement not inconsistent with the Loan Agreements
and this Letter.
CRL and Carroll hereby represent and warrant that neither of them,
directly or indirectly, have received any consideration or remuneration in
exchange for entering into the Stock Voting Agreement. Except with respect to
the Vote and the Revocation only with respect to matters relating to the Vote,
this Letter and the consents herein shall terminate and be deemed withdrawn
automatically upon the expiration of the Closing Voting Period.
Any failure to comply with the terms of the Agreement shall be deemed
to constitute an immediate event of default or default for purposes of the Loan
Agreements, without
Page 28 of 32 Pages
further action or notice by Northern Trust and Northern Trust may declare all
obligations under the Loan Agreements immediately due and payable.
This Letter shall be binding upon the successors, assigns, heirs,
executors and other legal representatives of the parties hereto. This Letter
shall be governed by and construed in accordance with the internal laws of the
State of Illinois.
Sincerely,
THE NORTHERN TRUST COMPANY,
an Illinois banking corporation
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Acknowledged and Approved:
CRL, INC., WALLACE E. CARROLL, JR.
a Delaware corporation
By:
------------------------------- -----------------------------------
Name: Wallace E. Carroll, Jr.
-----------------------------
Title:
----------------------------
Page 29 of 32 Pages
EXHIBIT D
SCHEDULE 13D JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing on behalf of each
of them of a Statement on Schedule 13D originally dated January 15, 1992
(including amendments thereto) relating to the common stock of Katy Industries,
Inc. (the "Schedule 13D").
Furthermore, each of the undersigned severally represent that:
(i) Each is eligible to use the schedule on which the information is
filed; and
(ii) Each is responsible for the timely filing of the Schedule 13D and any
amendments thereto and for the completeness and accuracy of the
information concerning such person contained therein; provided,
however, that each such person is not responsible for the completeness
or accuracy of the information concerning the other persons making the
filing, unless such person knows or has reason to believe that such
information is inaccurate.
Each of the undersigned do hereby make, constitute and appoint Jonathan P.
Johnson and Wallace E. Carroll, Jr., individually, as their true and lawful
attorneys-in-fact and do hereby authorize any one of them to file and execute
any amendments to the Schedule 13D on their behalf.
Each of the undersigned agree and acknowledge that this Agreement shall be
filed as an Exhibit to the Schedule 13D.
This Agreement may be executed in one or more counterparts by each of the
undersigned, each of which, taken together, shall constitute but one and the
same instrument.
Dated: June 29, 2001
WALLACE E. CARROLL TRUST
U/A Dated July 1, 1957 F/B/O
Wallace E. Carroll, Jr. and his
descendants
/s/ Wallace E. Carroll, Jr.
----------------------------------------
Wallace E. Carroll, Jr., Trustee
/s/ Amelia M. Carroll
----------------------------------------
Amelia M. Carroll, Trustee
Page 30 of 32 Pages
WALLACE E. AND LELIA H. CARROLL TRUST
U/A Dated May 1, 1958 F/B/O
Wallace E. Carroll, Jr. and his
descendants
/s/ Wallace E. Carroll, Jr.
----------------------------------------
Wallace E. Carroll, Jr., Trustee
/s/ Amelia M. Carroll
----------------------------------------
Amelia M. Carroll, Trustee
WALLACE E. CARROLL TRUST
U/A Dated January 20, 1961 F/B/O
Wallace E. Carroll, Jr. and his
descendants
/s/ Wallace E. Carroll, Jr.
----------------------------------------
Wallace E. Carroll, Jr., Trustee
/s/ Amelia M. Carroll
----------------------------------------
Amelia M. Carroll, Trustee
LELIA H. CARROLL TRUST
U/A Dated July 12, 1962 F/B/O
Wallace E. Carroll, Jr. and his
descendants
/s/ Wallace E. Carroll, Jr.
----------------------------------------
Wallace E. Carroll, Jr., Trustee
/s/ Amelia M. Carroll
----------------------------------------
Amelia M. Carroll, Trustee
THE WALLACE FOUNDATION
/s/ Wallace E. Carroll, Jr.
----------------------------------------
Wallace E. Carroll, Jr., Trustee
/s/ Amelia M. Carroll
----------------------------------------
Amelia M. Carroll, Trustee
SUBTRUSTS UNDER THE WALLACE E.
CARROLL TRUST
U/A Dated December 20, 1979 F/B/O the
descendants of Wallace E. Carroll, Jr.
/s/ Wallace E. Carroll, Jr.
----------------------------------------
Wallace E. Carroll, Jr., Trustee
Page 31 of 32 Pages
/s/ Amelia M. Carroll
----------------------------------------
Amelia M. Carroll, Trustee
/s/ Wallace E. Carroll, Jr.
----------------------------------------
WALLACE E. CARROLL, JR.
/s/ Amelia M. Carroll
----------------------------------------
AMELIA M. CARROLL
CRL, INC.
/s/ Jonathan P. Johnson
----------------------------------------
Jonathan P. Johnson, President
Page 32 of 32 Pages