Exhibit 10.2


Amended and Restated Schedules to Amended and Restated
Credit Agreement

as of October 23, 2009


Schedule 1.1.1

Permitted Existing Indebtedness


	
  

 	
  

 	
  

 	
  

 
	
 A.

 	
 The following indebtedness was incurred with the
 issuance of convertible debt and is reported on the September 30, 2009
 balance sheet at $40,000,000.

 
	
  

 	
  

 
	
  

 	
 Convertible senior subordinated notes paying 7% due
 February 15, 2025 totalling $40,000,000 initially issued to eight investment
 funds.

 
	
  

 	
  

 
	
 C.

 	
 The following indebtedness of Subsidiaries to Borrower,
 eliminated in consolidation:

 
	
  

 	
  

 
	
  

 	
 1.

 	
 Note from Highway Information Systems, Inc. to
 Borrower of $2,800,000.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Note from Nu-Metrics, Inc. to Borrower of
 $12,000,000.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Note from Quixote Beijing Co., Ltd to Borrower of
 $300,000.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 D.

 	
 The intercompany liabilities existing as of
 September 30, 2009 as follows:

 
	
  

 	
  

 
	
  

 	
  

 	
 Energy Absorption Systems AL

 	
 $14,709,802

 
	
  

 	
  

 	
 Quixote International Enterprises, LLC

 	
 $  2,400,000

 
	
  

 	
  

 	
 Quixote Beijing Co., Ltd

 	
 $     437,360

 
	
  

 	
  

 	
 Surface Systems, Inc.

 	
 $  5,293,112

 
	
  

 	
  

 	
  

 	
  

 
	
 E.

 	
 Permitted Existing Contingent Obligations.

 
	
  

 	
  

 
	
 F.

 	
 Obligations secured by Permitted Existing Liens.

 










Schedule 1.1.2

Permitted Existing Investments


	
  

 	
  

 	
  

 
	
 A.

 	
 Investments in Subsidiaries by Borrower and
 Subsidiaries as evidenced by the ownership of equity as described in Schedule
 6.8

 
	
  

 	
  

 
	
 B.

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

 
	
  

 	
  

 
	
  

 	
 1.

 	
 Borrower has the following other Investments in
 Subsidiaries:

 
	
  

 	
  

 	
 $77,196,826 in Quixote Transportation Safety, Inc.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

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

 
	
  

 	
  

 	
 $1,766,870 in TranSafe Corporation

 
	
  

 	
  

 	
 $1,038,187 in Energy Absorption Systems, Inc.

 
	
  

 	
  

 	
 $11,476,233 in Surface Systems, Inc.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Energy Absorption Systems, Inc. has the following
 other Investments in Subsidiaries:

 
	
  

 	
  

 	
 $1,000 in Energy Absorption Systems (AL) LLC.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Transafe Corporation has the following other
 Investments in Subsidiaries:

 
	
  

 	
  

 	
 $1,000 in Highway Information Systems, Inc.

 
	
  

 	
  

 	
 $1,878,377 in Nu-Metrics, Inc.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Quixote International has the following other
 Investment in one subsidiary:

 
	
  

 	
  

 	
 $2,100,000 in Quixote Beijing Co, Ltd.

 
	
  

 	
  

 	
  

 
	
 C.

 	
 Various investments in non-interest bearing bank
 accounts or money market accounts included in Cash on the balance sheet.

 










Schedule 1.1.3


Permitted Existing
Liens


	
  

 	
  

 
	
 A.

 	
 See attached lien summaries for Borrower and
 Subsidiaries.

 










Schedule 1.1.3


Permitted Existing
Liens


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Debtor/Company

 	
 Secured Party/Creditor

 	
 Filing Office

 	
 File No.

 	
 File Date

 	
 Collateral

 
	
 Quixote
 Corporation, Transafe Corporation, Peek Traffic Corporation, U.S. Traffic
 Corporation, Energy Absorption Systems, Inc. Quixote Transportation Safety,
 Inc., Energy Absorption Systems (AL) LLC, Highway Information Systems, Inc.

 	
 LaSalle
 Bank National Association

 	
 DE
 Sec. of State

 	
 4225196

 	
 8/10/2004

 	
 All
 personal property and fixtures

 
	
 Energy
 Absorption Systems (AL) LLC

 	
 LaSalle
 Bank National Association

 	
 DE
 Sec. of State

 	
 4270065

 	
 9/27/2004

 	
 Purchase
 order with Nordson Corp. PO No. 20100-500220

 
	
 Energy
 Absorption Systems (AL) LLC

 	
 LaSalle
 Bank National Association

 	
 DE
 Sec. of State

 	
 5013046

 	
 1/12/2005

 	
 Powder
 coating finishing system lease

 
	
 Energy
 Absorption Systems, Inc.
[NOTE this appears to be the wrong place to file]

 	
 Wells
 Fargo Financial Leasing, Inc.

 	
 AL
 Sec. of State

 	
 04-0951458

 	
 12/9/2004

 	
 Leased
 Savin copiers

 
	
 Energy
 Absorption Systems, Inc.
[NOTE this appears to be the wrong place to file]

 	
 CIT
 Technology Financing Services, Inc.

 	
 CA
 Sec. of State

 	
 421261140

 	
 7/28/2004

 	
 Leased
 Savin copier and office equipment

 
	
 Energy
 Absorption Systems, Inc.
[NOTE this appears to be the wrong place to file]

 	
 CIT
 Technology Financing Services, Inc.

 	
 CA
 Sec. of State

 	
 4701058779

 	
 12/31/2004

 	
 Leased
 Savin copier and office equipment

 
	
 Nu-Metrics,
 Inc.

 	
 LaSalle
 Bank National Association

 	
 PA
 Dept. of State

 	
 20040856655

 	
 8/1/2004

 	
 Blanket
 lien

 
	
 Nu-Metrics,
 Inc.

 	
 Dell
 Financial Services, L.P.

 	
 PA
 Dept. of State

 	
 2005052403591

 	
 5/24/2005

 	
 Computer
 equipment

 
	
 Surface
 Systems, Inc.

 	
 LaSalle
 Bank National Association

 	
 MO
 Sec. of State

 	
 20040086977E

 	
 8/11/2004

 	
 Blanket
 lien

 
	
 Surface
 Systems, Inc.

 	
 Sumner
 Group, Inc.

 	
 MO
 Sec. of State

 	
 20050033264G

 	
 4/1/2005

 	
 2
 used IR5000S with ADF’s

 
	
 U.S.
 Traffic Corporation

 	
 Telogy,
 Inc.

 	
 DE
 Sec. of State

 	
 3030356

 	
 2/4/2003

 	
 Lease
 of (undefined) goods

 







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Debtor/Company

 	
 Secured Party/Creditor

 	
 Filing Office

 	
 File No.

 	
 File Date

 	
 Collateral

 
	
 U.S.
 Traffic Corporation

 	
 Dell
 Financial Services, L.P.

 	
 DE
 Sec. of State

 	
 4220726

 	
 8/5/2004

 	
 Leased
 computer equipment

 
	
 U.S.
 Traffic Corporation

 	
 Dell
 Financial Services, L.P.

 	
 DE
 Sec. of State

 	
 5222245

 	
 7/19/2005

 	
 Leased
 computer equipment

 
	
 U.S.
 Traffic Corporation

 	
 Dell
 Financial Services, L.P.

 	
 DE
 Sec. of State

 	
 5234842

 	
 7/29/2005

 	
 Leased
 computer equipment

 










Schedule 1.1.4

Permitted Existing Contingent Obligations


	
  

 	
  

 	
  

 
	
 A.

 	
 The following standby letters of credit were
 established with the lender:

 
	
  

 	
  

 
	
  

 	
 1.

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

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 $230,250 letter of credit in favor of the
 Secretariat of the Argentine Republic Government’s Ministry of Federal
 Planning, Public Investment and Services relating to the supply of a system
 of automatic traffic counters.

 
	
  

 	
  

 	
  

 
	
 B.

 	
 The following standby letter of credit was in
 process with the lender to be issued in October:

 
	
  

 	
  

 
	
  

 	
 1.

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

 










Schedule 3.2


Transitional Letters of Credit


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Amount

 	
  

 	
 Bank of America LC#

 	
  

 	
 Expiration

 	
  

 	
 Beneficiary

 
	
 


 	
  

 	
 


 	
  

 	
 


 	
  

 	
 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 $690,000

 	
  

 	
      S541139

 	
  

 	
 6/30/10

 	
  

 	
 Federal Insurance Company

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 $230,250

 	
  

 	
      03098755

 	
  

 	
 12/31/09

 	
  

 	
 Secretariat of the Argentine Republic Government’s
 Ministry of Federal Planning, Public Investment and Services

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 $150,000

 	
  

 	
      In process

 	
  

 	
  

 	
  

 	
 U.S. Bank National Association

 










Schedule 6.3

Conflicts; Governmental Consents


None






Schedule 6.7


Litigation


          In
January, 2008 we were served in a lawsuit entitled Olga Mata, Individually as Representative of the Estate of Elpido Mata
et al. vs. Energy Absorption Systems, Inc., Quixote Transportation Safety,
Inc., William Brothers Construction, Keller Crash Cushions d/b/a Contractors
Barricade Service, J.I.T. Distributing Inc. and Gustavo Reyes d/b/a Cerrito
Trucking, State of Texas, District Court of Brazoria County, No.
44361. This case involves a tractor-trailer collision with a crash cushion. The
plaintiffs allege various theories of liability against all defendants,
including negligence, misrepresentations and breach of warranty. We have
tendered the case to our insurance carrier and have answered the complaint. In
September the judge granted 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 may appeal.






Schedule 6.8


Subsidiaries


	
  

 	
  

 	
  

 
	
 6.8(i)

 	
 See attached chart of corporate structure

 
	
 6.8(ii)

 	
 Note:

 	
 (1) Significant Domestic Incorporated Subsidiary

 
	
  

 	
  

 	
 (2) Subsidiary Guarantor

 





	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Legal

 Corporate

 Name

 	
  

 	
 Jurisdiction
 of

 Organization

 	
  

 	
 Authorizes
 shares/

 Issues &

 Outstanding

 	
  

 	
 Owner

 of Shares

 
	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Quixote Transportation Safety, Inc. (1)(2)

 	
  

 	
 Delaware

 	
  

 	
 1,000 Common,
$1.00 p.v.,

 	
  

 	
 Quixote
Corporation

 
	
  

 	
  

 	
  

 	
  

 	
 1,000 shares outstanding

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TranSafe Corporation (1)(2)

 	
  

 	
 Delaware

 	
  

 	
 1,000 Common,

 	
  

 	
 Quixote

 
	
  

 	
  

 	
  

 	
  

 	
 $1.00 p.v.,

 	
  

 	
 Transportation

 
	
  

 	
  

 	
  

 	
  

 	
 1,000 shares outstanding

 	
  

 	
 Safety, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Energy Absorption

 	
  

 	
 Delaware

 	
  

 	
 1,500 Common,

 	
  

 	
 Quixote

 
	
 Absorption Systems, Inc. (1)(2)

 	
  

 	
  

 	
  

 	
 $.01 p.v., 100,000 Series A

 	
  

 	
 Transportation

 
	
  

 	
  

 	
  

 	
  

 	
 Preferred, n.p.v.,

 	
  

 	
 Safety, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
 1,000 common shares

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Outstanding

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Surface Systems, Inc. (2)

 	
  

 	
 Missouri

 	
  

 	
 1,000 Common,

 	
  

 	
 Quixote

 
	
  

 	
  

 	
  

 	
  

 	
 $.025 p.v.,

 	
  

 	
 Transportation

 
	
  

 	
  

 	
  

 	
  

 	
 456,900 shares outstanding

 	
  

 	
 Safety, Inc.

 











	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Legal

 	
  

 	
  

 	
  

 	
 Authorizes
 shares/

 	
  

 	
  

 
	
 Corporate

 	
  

 	
 Jurisdiction
 of

 	
  

 	
 Issues
 &

 	
  

 	
 Owner

 
	
 Name

 	
  

 	
 Organization

 	
  

 	
 Outstanding

 	
  

 	
 of
 Shares

 
	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Highway Information

 	
  

 	
 Delaware

 	
  

 	
 1,000 Common,

 	
  

 	
 TranSafe

 
	
 Systems, Inc. (1)(2)

 	
  

 	
  

 	
  

 	
 $1.00 p.v.,

 	
  

 	
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
 1,000 shares outstanding

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Nu-Metrics, Inc. (2)

 	
  

 	
 Pennsylvania

 	
  

 	
 2,000,000 Common,

 	
  

 	
 TranSafe

 
	
  

 	
  

 	
  

 	
  

 	
 $1.00 p.v.,

 	
  

 	
 Corporation

 
	
  

 	
  

 	
  

 	
  

 	
 366,233 shares outstanding

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Quixote (Asia Pacific),

 	
  

 	
 Delaware

 	
  

 	
 1,000 Common,

 	
  

 	
 Energy

 
	
 Inc. (f/k/a Quixote

 	
  

 	
  

 	
  

 	
 $1.00 p.v.

 	
  

 	
 Absorption

 
	
 Transportation Safety

 	
  

 	
  

 	
  

 	
 1,000 shares outstanding

 	
  

 	
 Systems, Inc.

 
	
 (Asia Pacific), Inc.)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 E-Tech Testing

 	
  

 	
 Delaware

 	
  

 	
 1,000 Common,

 	
  

 	
 Energy

 
	
  

 	
  

 	
  

 	
  

 	
 $1.00 p.v.,

 	
  

 	
 Absorption

 
	
  

 	
  

 	
  

 	
  

 	
 1,000 shares outstanding

 	
  

 	
 Systems, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Energy Absorption

 	
  

 	
 Delaware

 	
  

 	
 1,000 Common,

 	
  

 	
 Energy

 
	
 Systems (Europe), Inc.

 	
  

 	
  

 	
  

 	
 $1.00 p.v.,

 	
  

 	
 Absorption

 
	
  

 	
  

 	
  

 	
  

 	
 1,000 shares outstanding

 	
  

 	
 Systems, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Quixote Europe, Inc.

 	
  

 	
 Delaware

 	
  

 	
 1,000 Common,

 	
  

 	
 Energy

 
	
 (f/k/a Quixote

 	
  

 	
  

 	
  

 	
 $1.00 p.v.,

 	
  

 	
 Absorption

 
	
 Transportation Safety

 	
  

 	
  

 	
  

 	
 1,000 shares outstanding

 	
  

 	
 Systems, Inc.

 
	
 (Europe), Inc.)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Energy Absorption

 	
  

 	
 Delaware

 	
  

 	
 N/A

 	
  

 	
 Energy

 
	
 Systems (AL) LLC (1)(2)

 	
  

 	
 limited liability

 	
  

 	
  

 	
  

 	
 Absorption

 
	
  

 	
  

 	
 Corporation

 	
  

 	
  

 	
  

 	
 Systems, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 is the sole and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 managing

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 member

 










Schedule 6.8(i)









Schedule 6.9

ERISA


None






Schedule 6.17

Environmental Matters


6.17(A)(iii):

U.S. Traffic Corporation


	
  

 	
  

 
	
 1.

 	
 The soil beneath the premises leased by U.S. Traffic
 Corporation at 9601 and 9603 John Street, Santa Fe Springs, may have been
 impacted by methane gas from petroleum exploration activities in the Santa Fe
 Springs area. Under city ordinance, each landowner in the area has an
 obligation to periodically monitor methane levels on their property.

 
	
  

 	
  

 
	
 2.

 	
 An asbestos building survey conducted on the 9601
 John Street facility on September 11, 1995, identified roofing penetration
 mastic as asbestos-containing material. The facility currently has an
 operating and maintenance plan in place to manage workers exposure to the
 material.

 



National Signal Inc.
(merged in U.S. Traffic Corporation 12/31/2003)


	
  

 	
  

 
	
 1.

 	
 The soil and groundwater beneath the premises
 formerly leased by National Signal Inc. at 14657 Industry Circle, La Mirada,
 California had been impacted by a release of organic solvents by previous
 tenants. The lease agreement provided that NSI was not liable for any
 pre-existing environmental concerns at the property, and the lessor would be
 responsible for repairs needed at the facility to comply with any
 governmental requirements.

 



6.17(A)(iv):

Energy Absorption Systems, Inc.


	
  

 	
  

 
	
 1.

 	
 The EAS Rocklin facility generates a small amount of
 hazardous waste and stores the substances in an on-site collection area.
 Wastes, such as oils or ethylene glycol resulting from activities the test
 crashing facility, are collected into labeled drums which are then collected
 by a third-party contractor for off-site disposal.

 
	
  

 	
  

 
	
  

 	
 For further information reference is made to the
 Phase I Environmental Site Assessment dated November 2004 prepared for
 LaSalle Bank National Association by Gaia Tech Inc.

 
	
  

 	
  

 
	
 2.

 	
 EAS previously occupied property located at 860 S.
 River Road in South Sacramento, California which had two underground storage
 tanks at the facility. The tanks were removed from the facility in 1989 by
 EAS after EAS vacated the property.

 










	
  

 	
  

 
	
 3.

 	
 The EAS Pell City facility site previously operated
 a heating oil underground storage tank (UST) used as fuel for a former boiler
 between 1977 and 1988 at which time the tank was removed.

 
	
  

 	
  

 
	
 4.

 	
 The EAS Pell City facility generates a small amount
 of hazardous waste and stores the substances in an on-site collection area.
 Wastes, such as water-based-paint residues, MEK and toluene, are collected
 into labeled drums which are then collected by a third-party contractor for
 off-site disposal. Similarly, used motor oil and non-hazardous coolants are
 collected into labeled drums and taken off-site by third-party contractors
 for disposal.

 
	
  

 	
  

 
	
  

 	
 For more information concerning the Pell City
 facility, reference is made to the Phase I Environmental Site Assessment
 dated November 2004 prepared for LaSalle Bank National Association by Gaia
 Tech Inc. and the Limited Phase II Site Investigation dated February 2005 by
 Gaia Tech Inc.

 



Spin-Cast Plastics, Inc.
(merged into Energy Absorption Systems, Inc.)


	
  

 	
  

 
	
 1.

 	
 The Spin-Cast Plastics former facility located at
 3300 North Kenmore Street, South Bend, Indiana generated used oil, naphtha,
 waste paint and automotive fluids that were collected in an on-site
 collection area and then removed by a third party contractor for off-site
 disposal.

 



U.S. Traffic Corporation


	
  

 	
  

 
	
 1.

 	
 Prior to closure of the California manufacturing
 facility, wastes, such as used lubricant oils, grease-containing cloths,
 residual metal, solder flux, varnish and thinner mix, were collected in an
 on-site waste storage area and then are taken by a third-party contractor for
 off-site disposal.