**Exhibit 10.1**

 

EIGHTH AMENDMENT TO AMENDEDAND RESTATED CREDIT AGREEMENT

AND REAFFIRMATION OFGUARANTIES

 

THIS EIGHTH AMENDMENT TOAMENDED AND RESTATED CREDIT AGREEMENT AND REAFFIRMATION OF GUARANTIES, dated asof January  29, 2010 (this “**Eighth****Amendment**”), is entered into by and between QuixoteCorporation, a Delaware corporation (the “**Borrower**”),whose address is 35 East Wacker Drive, Chicago, Illinois 60601, and QuixoteTransportation Safety, Inc., Transafe Corporation, Energy AbsorptionSystems, Inc., and Energy Absorption Systems (AL) LLC, as SubsidiaryGuarantors, (each being referred to herein as a “**Guarantor**”and collectively referred to herein as the “**Guarantors**”),and Bank of America, N.A., a national banking association (the “**Lender**”), whose address is 135 South LaSalle Street,Chicago, Illinois 60603.

 

R E C I TAL S:

 

A.                                   Borrower andLender entered into that certain Amended and Restated Credit Agreement, datedas of April 20, 2005 (the “**Original Credit Agreement**”),as amended by that certain First Amendment to Amended and Restated CreditAgreement and Reaffirmation of Guaranties dated as of December 1, 2006,(the “**First Amendment**”), that certain SecondAmendment to Amended and Restated Credit Agreement and Reaffirmation ofGuaranties dated as of March 15, 2007 (the “**SecondAmendment**”), that certain Third Amendment to Amended and RestatedCredit Agreement and Reaffirmation of Guaranties dated as of November 7,2007 (the “**Third Amendment**”), that certainFourth Amendment to Amended and Restated Credit Agreement and Reaffirmation ofGuaranties dated as of November 7, 2008 (the “**FourthAmendment**”), that certain Waiver, Fifth Amendment to Amended andRestated Credit Agreement and Reaffirmation of Guaranties dated as of February 9,2009 (the “**Fifth Amendment**”), thatcertain Waiver, Sixth Amendment to Amended and Restated Credit Agreement andReaffirmation of Guaranties dated as of May 7, 2009 (the “**Sixth Amendment**”), and that certain Seventh Amendment toAmended and Restated Credit Agreement and Reaffirmation of Guaranties dated October 23,2009 (the “**Seventh Amendment**”, and togetherwith the Original Credit Agreement, the First Amendment, the Second Amendment,the Third Amendment, the Fourth Amendment, the Fifth Amendment, the SixthAmendment and the Seventh Amendment, the “**Credit Agreement**”)pursuant to which Credit Agreement Lender has made a Revolving Loan to Borrowerevidenced by that certain Third Amended and Restated Revolving Loan Note, datedas of October 23, 2009, in the maximum principal amount of $5,000,000,executed by Borrower and made payable to the order of Lender (the “**Revolving Note**”).

 

B.                                     In connectionwith the Original Credit Agreement, the Guarantors executed and delivered toLender that certain Guaranty dated as of May 16, 2003 in favor of Lender,as amended by that Reaffirmation and Amendment of Subsidiary Guaranty dated asof April 20, 2005 (the “**Guaranty**”).

 

C.                                     Borrower andthe Guarantors have also requested, and Lender has agreed to, the modificationof certain terms contained in the Credit Agreement as set forth herein, allpursuant to the terms and conditions hereinafter set forth herein.

 

NOW THEREFORE, inconsideration of the premises and other good and valuable consideration, thereceipt and adequacy of which are hereby acknowledged, Borrower, the Guarantorsand Lender hereby agree as follows:

 

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A G R E E MEN T S:

 

1.                                       RECITALS.  The foregoing Recitals are hereby made a partof this Eighth Amendment.

 

2.                                       DEFINITIONS.  Capitalized words and phrases used hereinwithout definition shall have the respective meanings ascribed thereto in theCredit Agreement.

 

3.                                       AMENDMENTS TOTHE CREDIT AGREEMENT.

 

3.1                         Section 1.1of the Credit Agreement.

 

The definition of “RevolvingLoan Termination Date” in Section 1.1 of the Credit Agreement is herebydeleted in its entirety and replaced with the following:

 

“RevolvingLoan Termination Date” means February 15, 2010.

 

4.                                       REAFFIRMATIONOF GUARANTIES.  Each of theGuarantors hereby expressly (a) consents to the execution by Borrower andLender of this Eighth Amendment, (b) acknowledges that the “GuaranteedDebt” (as defined in each of the Guaranties) includes all of the obligationsand liabilities owing from Borrower to Lender, including, but not limited to,the obligations and liabilities of Borrower to Lender under and pursuant to theCredit Agreement, as amended from time to time, and as evidenced by theRevolving Note, as modified, extended and/or replaced from time to time, (c) reaffirms,assumes and binds themselves in all respects to all of the obligations,liabilities, duties, covenants, terms and conditions that are contained intheir respective Guaranty, (d) agrees that all such obligations andliabilities under their respective Guaranty shall continue in full force andeffect and shall not be discharged, limited, impaired or affected in any mannerwhatsoever, and (e) represents and warrants that each of therepresentations and warranties made by such Guarantor in any of the documentsexecuted in connection with the Loans remain true and correct as of the datehereof.

 

5.                                       REPRESENTATIONSAND WARRANTIES.  To induceLender to enter into this Eighth Amendment, Borrower and each Guarantor herebycertifies, represents and warrants to Lender that:

 

5.1                         Organization.  Borrower and each Guarantor is a corporationor a limited liability company duly organized, existing and in good standingunder the laws of its state or organization with full and adequate corporate orlimited liability power, as the case may be, to carry on and conduct itsbusiness as presently conducted. Borrower and each Guarantor is duly licensed or qualified in all foreignjurisdictions wherein the nature of its activities require such qualificationor licensing.  The Articles ofIncorporation or Organization, as the case may be, Bylaws (other than anamendment to the By-laws of Borrower dated May 14, 2009) or OperatingAgreement, as the case may be, Resolutions and Incumbency Certificate ofBorrower and each Guarantor have not been changed or amended since thecertified copies thereof were delivered to Lender in connection with theOriginal Credit Agreement and the First Amendment.  The state issued organizationalidentification number for Borrower and each Guarantor is listed on ScheduleI hereto.  The exact legal name ofBorrower and each Guarantor is as set forth in the preamble of this EighthAmendment, and neither Borrower nor any Guarantor currently conducts, nor hasit during the last five (5) years conducted, business under any other nameor trade name.  Neither Borrower nor anyGuarantor will change its name, its organizational identification number, if ithas one, its type of organization, its jurisdiction of organization or otherlegal structure.

 

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5.2                         Authorization.  Borrower and each Guarantor is dulyauthorized to execute and deliver this Eighth Amendment and Borrower is andwill continue to be duly authorized to borrow monies under the CreditAgreement, as amended hereby, and to perform its obligations under the CreditAgreement, as amended hereby.

 

5.3                         No Conflicts.  The execution and delivery of this EighthAmendment and the performance by Borrower and each Guarantor of its obligationsunder the Credit Agreement, as amended hereby, do not and will not conflictwith any provision of law or of the articles of incorporation or bylaws ofBorrower or any Guarantor or of any agreement binding upon Borrower or anyGuarantor.

 

5.4                         Validity andBinding Effect.  The CreditAgreement, as amended hereby, is a legal, valid and binding obligation ofBorrower and each Guarantor, enforceable against Borrower and each Guarantor inaccordance with its terms, except as enforceability may be limited bybankruptcy, insolvency or other similar laws of general application affectingthe enforcement of creditors’ rights or by general principles of equitylimiting the availability of equitable remedies.

 

5.5                         Compliance withCredit Agreement.  Therepresentation and warranties set forth in Section VI of the CreditAgreement, as amended hereby, are true and correct with the same effect as ifsuch representations and warranties had been made on the date hereof, with theexception that all references to the financial statements shall mean thefinancial statements most recently delivered to Lender and except for suchchanges as are specifically permitted under the Credit Agreement.  In addition, other than as waived in Section 2hereof, Borrower and each Guarantor has complied with and is in compliance withall of the covenants set forth in the Credit Agreement, as amended hereby,including, but not limited to, those set forth in Section VII thereof.

 

5.6                         No Event ofDefault.  As of the date hereof, noEvent of Default under Section VII of the Credit Agreement, as amendedhereby, or event or condition which, with the giving of notice or the passageof time, or both, would constitute an Event of Default, has occurred or iscontinuing.

 

5.7                         No SubordinatedDebt Default.  As of thedate hereof, no default under any of the documents evidencing or securing anyof the Subordinated Debt, or event or condition which, with the giving ofnotice or the passage of time, or both, would constitute a default under any ofthe documents evidencing or securing any of the Subordinated Debt, has occurredor is continuing.

 

5.8                         Schedules toCredit Agreement.  Other thanas shown by the updated Schedules attached hereto as Exhibit B, theSchedules attached to the Credit Agreement are true and correct as of the datehereof.

 

6.                                       CONDITIONSPRECEDENT.  This EighthAmendment shall become effective as of the date above first written afterreceipt by Lender of the following:

 

6.1                         EighthAmendment.  This EighthAmendment executed by Borrower, the Guarantors, and Lender.

 

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6.2                         Resolutions.  A certified copy of Resolutions of the boardof directors of Borrower and each Guarantor authorizing the execution, deliveryand performance of this Eighth Amendment and related loan documents.

 

6.3                         Certificate ofGood Standing. Certificates of Good Standing for Borrower and each Guarantor from theirrespective jurisdictions of organization.

 

6.4                         Other Documents.  Such other documents, certificates and/oropinions of counsel as Lender may request.

 

7.                                       GENERAL.

 

7.1                         Governing Law;Severability.  This EighthAmendment shall be construed in accordance with and governed by the laws ofIllinois.  Wherever possible eachprovision of the Credit Agreement and this Eighth Amendment shall beinterpreted in such manner as to be effective and valid under applicable law,but if any provision of the Credit Agreement and this Eighth Amendment shall beprohibited by or invalid under such law, such provision shall be ineffective tothe extent of such prohibition or invalidity, without invalidating theremainder of such provision or the remaining provisions of the Credit Agreementand this Eighth Amendment.

 

7.2                         Successors andAssigns.  This Eighth Amendment shall bebinding upon Borrower, the Guarantors, and Lender and their respectivesuccessors and assigns, and shall inure to the benefit of Borrower, theGuarantors, and Lender and the successors and assigns of Lender.

 

7.3                         Waiver ofClaims.  Borrower hereby acknowledges,agrees and affirms that it possesses no claims, defenses, offsets, recoupmentor counterclaims of any kind or nature against or with respect to theenforcement of the Credit Agreement, as amended hereby, the Revolving Note orany other Loan Document (collectively referred to herein as the “**Claims**”), nor does Borrower now have knowledge of any factsthat would or might give rise to any Claims. If facts now exist which would or could give rise to any Claim againstor with respect to the enforcement of the Credit Agreement as amended hereby,the Revolving Note, and/or any other Loan Documents, Borrower hereby unconditionally,irrevocably and unequivocally waives and fully releases any and all such Claimsas if such Claims were the subject of a lawsuit, adjudicated to final judgmentfrom which no appeal could be taken and therein dismissed with prejudice.

 

7.4                         ContinuingForce and Effect of Loan Documents and Guaranty.  Except as specifically modified or amended bythe terms of this Eighth Amendment, all other terms and provisions of theCredit Agreement and the other Loan Documents are incorporated by referenceherein, and in all respects, shall continue in full force and effect.  Borrower, by execution of this EighthAmendment, hereby reaffirms, assumes and binds itself to all of theobligations, duties, rights, covenants, terms and conditions that are containedin the Credit Agreement and the other Loan Documents.  Each of the Guarantors, by execution of thisEighth Amendment, hereby reaffirms, assumes and binds itself to all of theobligations, duties, rights, covenants, terms and conditions that are containedin Guaranty.

 

7.5                         FinancingStatements.  Borrowerhereby irrevocably authorizes Lender at any time and from time to time to filein any jurisdiction any initial UCC financing statements and/or amendmentsthereto that (a) describe the Collateral, and (b) contain any other 

 

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information required by part5 of Article 9 of the UCC for the sufficiency or filing office acceptanceof any financing statement or amendment.

 

7.6                         References toCredit Agreement.  Eachreference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’,or words of like import, and each reference to the Credit Agreement in any andall instruments or documents delivered in connection therewith, shall be deemedto refer to the Credit Agreement, as amended hereby.

 

7.7                         Expenses.  Borrower shall pay all costs and expenses inconnection with the preparation of this Eighth Amendment and other related loandocuments, including, without limitation, reasonable attorneys’ fees and timecharges of attorneys who may be employees of Lender or any affiliate or parentof Lender.  Borrower shall pay any andall stamp and other taxes, UCC search fees, filing fees and other costs andexpenses in connection with the execution and delivery of this Eighth Amendmentand the other instruments and documents to be delivered hereunder, and agreesto save Lender harmless from and against any and all liabilities with respectto or resulting from any delay in paying or omission to pay such costs andexpenses.

 

7.8                         Counterparts.  This Eighth Amendment may be executed in anynumber of counterparts, all of which shall constitute one and the sameagreement.

 

[Signatures on followingpage]

 

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IN WITNESS WHEREOF, theparties hereto have executed this Eighth Amendment to the Amended and RestatedCredit Agreement and Reaffirmation of Guaranties as of the date first abovewritten.

 
|   | Borrower:                                                 |
|--------|-----------------------------------------------------------|
|   |                                                      |
|   | QUIXOTE CORPORATION                                       |
|   |                                                      |
|   |                                                      |
|   | By:                                                       | /s/ DANIEL P. GOREY |
|   | Name:                                                     | Daniel P. Gorey |
|   | Title:                                                    | Executive Vice President, Chief Financial |
|   |                                                      | Officer and Treasurer |
|   |                                                      |
|   | Guarantors:                                               |
|   |                                                      |
|   | QUIXOTE TRANSPORTATION SAFETY, INC.  TRANSAFE CORPORATION |
|   | ENERGY ABSORPTION SYSTEMS, INC.                           |
|   | ENERGY ABSORPTION SYSTEMS (AL) LLC                        |
|   |                                                      |
|   |                                                      |
|   | By:                                                       | /s/ DANIEL P. GOREY |
|   | Name:                                                     | Daniel P. Gorey |
|   | Title:                                                    | Executive Vice President, Chief Financial |
|   |                                                      | Officer and Treasurer |
|   |                                                      |
|   |                                                      |
|   | Lender:                                                   |
|   |                                                      |
|   | BANK OF AMERICA, N.A.                                     |
|   |                                                      |
|   |                                                      |
|   | By:                                                       | /s/ CHRIS D. BUCKNER |
|   | Name:                                                     | Chris D Buckner |
|   | Title:                                                    | Senior Vice President |

 

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Schedule I

 

OrganizationalIdentification Numbers

 
| **CORPORATION**                          | ** ** | **STATE** | ** ** | **STATE ID** |
|------------------------------------------|------------|-----------|------------|--------------|
|                                     |       |      |       |         |
| Quixote Corporation                      |       | Delaware  |       | 0720523      |
|                                     |       |      |       |         |
| Quixote Transportation Safety, Inc. |       | Delaware  |       | 2803660      |
|                                     |       |      |       |         |
| Transafe Corporation                     |       | Delaware  |       | 3197646      |
|                                     |       |      |       |         |
| Energy Absorption Systems, Inc.     |       | Delaware  |       | 0904033      |
|                                     |       |      |       |         |
| Energy Absorption (AL) LLC               |       | Delaware  |       | 3539333      |

 

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Exhibit B

 

Updated Schedules

 

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Schedule 1.1.1

Permitted ExistingIndebtedness

 

A.                                   The following indebtedness was incurredwith the issuance of convertible debt and is reported on the December 31,2009 balance sheet at $40,000,000.

 

Convertible senior subordinatednotes paying 7% due February 15, 2025 totalling $40,000,000 initiallyissued to eight investment funds.

 

C.                                     The following indebtedness ofSubsidiaries to Borrower, eliminated in consolidation:

 

1.                                       Note from Quixote Beijing Co., Ltd toBorrower of $300,000.

 

D.                                    The intercompany liabilities existing asof December 31, 2009 as follows:

 
| Energy  Absorption Systems AL           |   | $ | 16,186,375 |   |
|-----------------------------------------|--------|---|------------|--------|
| Quixote  International Enterprises, LLC |   | $ | 2,400,000  |   |
| Quixote  Beijing Co., Ltd               |   | $ | 236,887    |   |
| Transafe                                |   | $ | 4,230,738  |   |

 

E.                                      Permitted Existing ContingentObligations.

 

F.                                      Obligations secured by Permitted ExistingLiens.

 

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Schedule 1.1.2

Permitted ExistingInvestments

 

A.                                   Investments in Subsidiaries by Borrowerand Subsidiaries as evidenced by the ownership of equity as described inSchedule 6.8

 

B.                                     Investments in Subsidiaries as follows(all of which are eliminated in consolidation):

 

1.                                       Borrower has the following otherInvestments in Subsidiaries:

$91,397,014 inQuixote Transportation Safety, Inc.

 

2.                                       Quixote Transportation Safety, Inc.has the following other Investments in Subsidiaries:

$1,000 in TranSafeCorporation

$1,038,187 in EnergyAbsorption Systems, Inc.

 

3.                                       Energy Absorption Systems, Inc. hasthe following other Investments in Subsidiaries:

$65,246 in Energy AbsorptionSystems (AL) LLC.

 

3.                                       Quixote International has the followingother Investment in one subsidiary:

$2,100,000 in QuixoteBeijing Co, Ltd.

 

C.                                     Various investments in non-interestbearing bank accounts or money market accounts included in Cash on the balancesheet.

 

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Schedule 1.1.4

Permitted ExistingContingent Obligations

 

A.                                   The following standby letters of creditwere established with the lender:

 

1.  $690,000 letter of credit in favor of FederalInsurance Company relating to worker’s compensation claims.

 

2.  $150,000 letter of credit in favor of U.S.Bank National Association relating to Quixote credit card payments.

 

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Schedule 3.2

 

Transitional Letters ofCredit

 
| **Amount** | ** ** | **LaSalle Bank LC#** | ** ** | **Expiration** | ** ** | **Beneficiary** | ** **                      |
|------------|------------|----------------------|------------|----------------|------------|-----------------|---------------------------------|
|       |       |                 |       |           |       |            |                            |
| $          | 690,000    |                 | S541139    |           | 6/30/10    |            | Federal Insurance Company       |   |
|       |       |                 |       |           |       |            |                            |
| $          | 150,000    |                 | 03101078   |           |       |            | U.S.  Bank National Association |   |

 

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Schedule 6.7

 

Litigation

 

In January, 2008 we wereserved in a lawsuit entitled *Olga Mata,Individually as Representative of the Estate of Elpido Mata et al. vs. EnergyAbsorption Systems, Inc., Quixote Transportation Safety, Inc.,William Brothers Construction, Keller Crash Cushions d/b/a ContractorsBarricade Service, J.I.T. Distributing Inc. and Gustavo Reyes d/b/aCerrito Trucking,*  State ofTexas, District Court of Brazoria County, No. 44361. This case involves atractor-trailer collision with a crash cushion. The plaintiffs allege varioustheories of liability against all defendants, including negligence,misrepresentations and breach of warranty. We have tendered the case to ourinsurance carrier and have answered the complaint. In September the judgegranted our motion for summary judgment and Quixote Transportation Safety, Inc.,Energy Absorption Systems, Inc. and Keller Crash Cushions (our distributor)are now dismissed on all causes of action. Plaintiff moved for reconsideration and his motion was denied.   Plaintiff has appealed.

 

************

 

On January 28, 2010,Quixote entered into memorandums of understanding with plaintiffs’ counsel andthe other named defendants to settle the following purported class actionlawsuits (the “Lawsuits”) that were filed following the announcement of thepending offer (the “Offer”) made by Trinity Industries, Inc. (“Trinity”)and its wholly-owned subsidiary THP Merger Co. (“Purchaser”), to acquire theCompany’s outstanding common stock at $6.38 per share to be followed by aback-end merger:*  Superior Partners, on Behalf of Itself andAll Others Similarly Situated vs. Leslie J. Jezuit, Bruce Reimer, Daniel P.Gorey, Robert D. van Roijen, Lawrence C. McQuade, Duane M. Tyler, Clifford D.Nastas, Quixote Corporation and Trinity Industries, Inc.*  (Case No. 10 CH 0613) filed on January 13,2010 in the Circuit Court of Cook County, Illinois, Chancery Division (the “Court”);and* Ralph A. Ardito, Individually and on Behalf of All Others SimilarlySituated vs. Bruce Reimer, Leslie J. Jezuit, Daniel P. Gorey, Robert D. vanRoijen, Lawrence C. McQuade, Duane M. Tyler, Clifford D. Nastas, QuixoteCorporation, Trinity Industries, Inc. and THP Merger Co.*  (Case No. 10 CH 2544) filed on January 20,2010 in the Court. The Lawsuits are described in greater detail in theSolicitation/Recommendation Statement on Schedule 14D-9 initially filed bythe Company with the Securities and Exchange Commission (the “SEC”) on January 7,2010, as amended on January 15, 2010, January 19, 2010 and January 22,2010 (as so amended, and as further amended hereby, the “Schedule 14D-9”).

 

Under the terms of thememorandums of understanding, the Company, the other named defendants and theplaintiffs have agreed to settle the*  Superior Partners*  lawsuit and dismiss the*  Ardito*  lawsuit as moot, subject to court approval.As part of the settlement, the defendants deny all allegations of wrongdoingand deny that the previous disclosures were inadequate but the Company agreedto make available certain additional information to its stockholders, which isdescribed below under Item 8.01. The memorandums of understanding furthercontemplate that the parties will enter into a stipulation of settlement. Thestipulation of settlement will be subject to customary conditions, includingcourt approval following notice to members of the proposed settlement class. Iffinally approved by the court, the settlement will resolve all of the claimsthat were or could have been brought on behalf of the proposed settlement classin the action being settled, including all claims relating to the Offer, theMerger, the Merger Agreement, the adequacy of the merger consideration, the negotiationspreceding the Merger Agreement, the adequacy and completeness of thedisclosures made in connection with the Offer and the Merger and any actions ofthe individual defendants in connection with the Offer, the Merger or theMerger Agreement, including any alleged breaches of the fiduciary duties of anyof the defendants, or the aiding and abetting thereof. If the court doesapprove of the settlement after a notice period, then all public stockholderswho did not elect to opt out of such settlement

 

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will be bound thereby.

 

In addition, inconnection with the settlement and as provided in the memorandums ofunderstanding, and subject to approval by the court, the named defendants ortheir insurers will pay to plaintiffs’ counsel in the*  Superior Partner*  action for their fees and expenses an amountnot to exceed $431,000, and the named defendants or their insurers will pay toplaintiff’s counsel in the*  Ardito*  action an amount not to exceed $169,000 and,per the settlement with the plaintiff in the*  Ardito*  action, the settlement of the*  SuperiorPartners*  action moots the*  Ardito*  action. Neither payment will affect theamount of consideration to be paid to stockholders of the Company in connectionwith the Offer and the subsequent merger. Furthermore, any payment is alsoconditioned on the Offer being consummated so the Company’s stockholders willnot indirectly bear such payment.

 

Under the terms of theMerger Agreement, the settlement is subject to the approval of Trinity, whichmay not be unreasonably withheld or delayed. Trinity has given its approval tothe settlement described by the memorandums of understanding.

 

The Company and the otherdefendants maintain that the lawsuits are completely without merit.Nevertheless, in order to avoid costly litigation and eliminate the risk of anydelay to the closing of the Offer and subsequent merger, and because the onlyeffect of the settlement on the stockholders is to provide additionaldisclosure, the defendants have agreed to the settlement contemplated in thememorandum of understanding.

 

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Schedule 6.8

 

Subsidiaries

 

6.8(i)                      See attached chart of corporate structure

6.8(ii)                   Note:      (1) Significant DomesticIncorporated Subsidiary

(2) SubsidiaryGuarantor

 
| **Legal**                                                | ** ** | ** **          | ** ** | **Authorizes shares/**                                                                              | ** ** | ** **                               |
|----------------------------------------------------------|------------|---------------------|------------|-----------------------------------------------------------------------------------------------------|------------|------------------------------------------|
| **Corporate**                                            | ** ** | **Jurisdiction of** | ** ** | **Issues &**                                                                               | ** ** | **Owner**                                |
| **Name**                                                 | ** ** | **Organization**    | ** ** | **Outstanding**                                                                                     | ** ** | **of Shares**                            |
|                                                     |       |                |       |                                                                                                |       |                                     |
| Quixote Transportation Safety, Inc.  (1)(2)         |       | Delaware            |       | 1,000 Common,  $1.00 p.v.,  1,000 shares outstanding                                                |       | Quixote Corporation                      |
|                                                     |       |                |       |                                                                                                |       |                                     |
| TranSafe Corporation  (1)(2)                             |       | Delaware            |       | 1,000 Common,  $1.00 p.v.,  1,000 shares outstanding                                                |       | Quixote Transportation Safety, Inc. |
|                                                     |       |                |       |                                                                                                |       |                                     |
| Energy Absorption Absorption  Systems, Inc.

(1)(2) |       | Delaware            |       | 1,500 Common,  $.01 p.v., 100,000 Series A Preferred, n.p.v.,  1,000 common shares Outstanding |       | Quixote Transportation Safety, Inc. |

 

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| **Legal**                                                                                     | ** ** | ** **               | ** ** | **Authorizes shares/**                                | ** ** | ** **                                                            |
|-----------------------------------------------------------------------------------------------|------------|--------------------------|------------|-------------------------------------------------------|------------|-----------------------------------------------------------------------|
| **Corporate**                                                                                 | ** ** | **Jurisdiction of** | ** ** | **Issues &**                                 | ** ** | **Owner**                                                             |
| **Name**                                                                                      | ** ** | **Organization**         | ** ** | **Outstanding**                                       | ** ** | **of Shares**                                                    |
| ** **                                                                                    | ** ** | ** **               | ** ** | ** **                                            | ** ** | ** **                                                            |
| Quixote (Asia Pacific),  Inc. (f/k/a Quixote Transportation Safety (Asia Pacific), Inc.) |       | Delaware                 |       | 1,000 Common,  $1.00 p.v.  1,000 shares outstanding   |       | Energy Absorption Systems, Inc.                                  |
|                                                                                          |       |                     |       |                                                  |       |                                                                  |
| E-Tech Testing Services, Inc.                                                            |       | Delaware                 |       | 1,000 Common,  $1.00 p.v.,   1,000 shares outstanding |       | Energy Absorption Systems, Inc.                                  |
|                                                                                          |       |                     |       |                                                  |       |                                                                  |
| Energy Absorption Systems  (Europe), Inc.                                                |       | Delaware                 |       | 1,000 Common,  $1.00 p.v.,  1,000 shares outstanding  |       | Energy Absorption Systems, Inc.                                  |
|                                                                                          |       |                     |       |                                                  |       |                                                                  |
| Quixote  Europe, Inc. (f/k/a Quixote Transportation Safety (Europe), Inc.)          |       | Delaware                 |       | 1,000 Common,  $1.00 p.v.,  1,000 shares outstanding  |       | Energy Absorption Systems, Inc.                                  |
|                                                                                          |       |                     |       |                                                  |       |                                                                  |
| Energy Absorption Systems  (AL) LLC (1)(2)                                                    |       | Delaware                 |       | N/A                                                   |       | Energy Absorption Systems, Inc. is the sole and  managing member |

 

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Schedule6.8(i)

 

 

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