Exhibit 10.3


SEVENTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT

AND REAFFIRMATION OF GUARANTIES


          A.     THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND
REAFFIRMATION OF GUARANTIES, dated as of October 23, 2009 (this “Seventh
Amendment”),
is entered into by and between Quixote Corporation, a Delaware corporation (the
“Borrower”),
whose address is 35 East Wacker Drive, Chicago, Illinois 60601, and Quixote
Transportation Safety, Inc., Transafe Corporation, Energy Absorption Systems,
Inc., Energy Absorption Systems (AL) LLC, Surface Systems, Inc., Nu-Metrics,
Inc., and Highway Information Systems, Inc., as Subsidiary Guarantors, (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 T A L S:


          A.     Borrower
and Lender entered into that certain Amended and Restated Credit Agreement,
dated as of April 20, 2005 (the “Original Credit Agreement”), as amended by
that certain First Amendment to Amended and Restated Credit Agreement and
Reaffirmation of Guaranties dated as of December 1, 2006, (the “First
Amendment”), that certain Second Amendment to Amended and Restated
Credit Agreement and Reaffirmation of Guaranties dated as of March 15, 2007
(the “Second
Amendment”), that certain Third Amendment to Amended and Restated
Credit Agreement and Reaffirmation of Guaranties dated as of November 7, 2007
(the “Third
Amendment”), that certain Fourth Amendment to Amended and Restated
Credit Agreement and Reaffirmation of Guaranties dated as of November 7, 2008
(the “Fourth
Amendment”), that certain Waiver, Fifth Amendment to Amended and
Restated Credit Agreement and Reaffirmation of Guaranties dated as of February
9, 2009 (the “Fifth Amendment”)
and that certain Waiver, Sixth Amendment to Amended and Restated Credit
Agreement and Reaffirmation of Guaranties dated as of May 7, 2009 (the “Sixth
Amendment”, and together with the Original Credit Agreement, the
First Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment and the Fifth Amendment, the “Credit Agreement”) pursuant to which Credit
Agreement Lender has made a Revolving Loan to Borrower evidenced by that
certain Second Amended and Restated Revolving Loan Note, dated as of February
9, 2009, in the maximum principal amount of $15,000,000, executed by Borrower
and made payable to the order of Lender (the “Revolving Note”).


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


          C.     Borrower
and the Guarantors have also requested, and Lender has agreed to, the
modification of certain terms contained in the Credit Agreement as set forth
herein, all pursuant to the terms and conditions hereinafter set forth herein.


          NOW
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Borrower, the Guarantors and Lender hereby agree as follows:


A G R E E M E N T S:


          1.     RECITALS.
The foregoing Recitals are hereby made a part of this Seventh Amendment.







          2.     DEFINITIONS.
Capitalized words and phrases used herein without definition shall have the
respective meanings ascribed thereto in the Credit Agreement.


          3.     AMENDMENTS
TO THE CREDIT AGREEMENT.


                   3.1     Section
1.1 of the Credit Agreement.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
            (a)     The
 definition of “Revolving Loan Commitment” in Section 1.1 of the Credit
 Agreement is hereby deleted in its entirety and replaced with the following:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 “Revolving Loan Commitment” means the obligation of the Lender
 to make Revolving Loans and to issue Letters of Credit in an aggregate amount
 not exceeding Five Million Dollars and 00/100 ($5,000,000) as such amount may
 be modified from time to time pursuant to the terms of this Agreement.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
            (b)     The
 definition of “Revolving Loan Termination Date” in Section 1.1 of the Credit
 Agreement is hereby deleted in its entirety and replaced with the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 “Revolving
 Loan Termination Date” means January 31, 2010.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
            (c)     The
 definition of “Total Leverage Ratio” in Section 1.1 of the Credit Agreement
 is hereby deleted in its entirety and replaced with the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 “Total Leverage Ratio” shall mean the ratio of (i) total
 Indebtedness (including Letters of Credit) to (ii) EBITDA measured on a
 trailing twelve month basis at the end of each fiscal quarter.

 	
  

 


                 3.2      Section 7.4 of the Credit Agreement.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
            (a)     Section
 7.4(C) of the Credit Agreement is hereby deleted in its entirety and replaced
 with the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (C)     Minimum EBITDA. The Borrower
 and its consolidated Subsidiaries shall have EBITDA of at least (a)
 $1,554,000 for the three month period ending September 30, 2009 and (b)
 $2,660,000 for the six month period ending December 31, 2009.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
            (b)     Section
 7.4(D) is hereby deleted in its entirety and replaced with the following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (D)     Fixed Charge Coverage Ratio.
 For the fiscal quarters ending September 30, 2009 and December 31, 2009,
 Borrower and its consolidated Subsidiaries shall not permit the ratio (“Fixed
 Charge Coverage Ratio”) of (i) EBITDA, minus Capital Expenditures minus
 Patent Expenditures minus taxes paid in cash for such period to (ii) the sum
 of cash Interest Expense, plus scheduled payments of the principal portion of
 all other Indebtedness for borrowed money for such period (excluding payments
 on the Revolving Loans), as measured on a year to

 	
  

 


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 date basis, of not less than 1.0 to 1.0. For purposes of this
 Agreement, “Patent Expenditures” shall mean expenditures of a Person relating
 to its obtaining, acquiring and defending patents.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
          3.3     Revolving
 Note. All references in the Credit Agreement to the Revolving Note in the
 form of “Exhibit G” to the Credit Agreement shall be deemed to be references
 to the Third Amended and Restated Revolving Note in the form of Exhibit A
 attached hereto and made a part hereof (the “Third Amended Note”).

 


          4.     REAFFIRMATION
OF GUARANTIES. Each of the Guarantors hereby expressly (a) consents to the
execution by Borrower and Lender of this Seventh Amendment, (b) acknowledges
that the “Guaranteed Debt” (as defined in each of the Guaranties) includes all
of the obligations and liabilities owing from Borrower to Lender, including,
but not limited to, the obligations and liabilities of Borrower to Lender under
and pursuant to the Credit Agreement, as amended from time to time, and as
evidenced by the Revolving Note, as modified, extended and/or replaced from
time to time, (c) reaffirms, assumes and binds themselves in all respects to
all of the obligations, liabilities, duties, covenants, terms and conditions
that are contained in their respective Guaranty, (d) agrees that all such
obligations and liabilities under their respective Guaranty shall continue in
full force and effect and shall not be discharged, limited, impaired or
affected in any manner whatsoever, and (e) represents and warrants that each of
the representations and warranties made by such Guarantor in any of the
documents executed in connection with the Loans remain true and correct as of
the date hereof.


          5.     REPRESENTATIONS
AND WARRANTIES. To induce Lender to enter into this Seventh Amendment,
Borrower and each Guarantor hereby certifies, represents and warrants to Lender
that:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
          5.1     Organization.
 Borrower and each Guarantor is a corporation or a limited liability company
 duly organized, existing and in good standing under the laws of its state or
 organization with full and adequate corporate or limited liability power, as
 the case may be, to carry on and conduct its business as presently conducted.
 Borrower and each Guarantor is duly licensed or qualified in all foreign
 jurisdictions wherein the nature of its activities require such qualification
 or licensing. The Articles of Incorporation or Organization, as the case may
 be, Bylaws (other than an amendment to the By-laws of Borrower dated May 14,
 2009) or Operating Agreement, as the case may be, Resolutions and Incumbency
 Certificate of Borrower and each Guarantor have not been changed or amended since
 the certified copies thereof were delivered to Lender in connection with the
 Original Credit Agreement and the First Amendment. The state issued
 organizational identification number for Borrower and each Guarantor is
 listed on Schedule I hereto. The exact legal name of Borrower and each
 Guarantor is as set forth in the preamble of this Seventh Amendment, and
 neither Borrower nor any Guarantor currently conducts, nor has it during the
 last five (5) years conducted, business under any other name or trade name.
 Neither Borrower nor any Guarantor will change its name, its organizational
 identification number, if it has one, its type of organization, its
 jurisdiction of organization or other legal structure.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
          5.2     Authorization.
 Borrower and each Guarantor is duly authorized to execute and deliver this
 Seventh Amendment and Borrower is and will continue to be duly authorized to
 borrow monies under the Credit Agreement, as amended hereby, and to perform
 its obligations under the Credit Agreement, as amended hereby.

 


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          5.3     No
 Conflicts. The execution and delivery of this Seventh Amendment and the
 performance by Borrower and each Guarantor of its obligations under the
 Credit Agreement, as amended hereby, do not and will not conflict with any
 provision of law or of the articles of incorporation or bylaws of Borrower or
 any Guarantor or of any agreement binding upon Borrower or any Guarantor.

 
	
  

 	
  

 
	
  

 	
          5.4     Validity
 and Binding Effect. The Credit Agreement, as amended hereby, is a legal,
 valid and binding obligation of Borrower and each Guarantor, enforceable
 against Borrower and each 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.

 
	
  

 	
  

 
	
  

 	
          5.5     Compliance
 with Credit Agreement. The representation and warranties set forth in
 Section VI of the Credit Agreement, as amended hereby, are true and correct
 with the same effect as if such representations and warranties had been made
 on the date hereof, with the exception that all references to the financial statements
 shall mean the financial statements most recently delivered to Lender and
 except for such changes as are specifically permitted under the Credit
 Agreement. In addition, other than as waived in Section 2 hereof,
 Borrower and each Guarantor has complied with and is in compliance with all
 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 of Default. As of the date hereof, no Event of Default under
 Section VII of the Credit Agreement, as amended hereby, or event or condition
 which, with the giving of notice or the passage of time, or both, would
 constitute an Event of Default, has occurred or is continuing.

 
	
  

 	
  

 
	
  

 	
          5.7     No
 Subordinated Debt Default. As of the date hereof, no default under any of
 the documents evidencing or securing any of the Subordinated Debt, or event
 or condition which, with the giving of notice or the passage of time, or
 both, would constitute a default under any of the documents evidencing or
 securing any of the Subordinated Debt, has occurred or is continuing.

 
	
  

 	
  

 
	
  

 	
          5.8     Schedules
 to Credit Agreement. Other than as shown by the updated Schedules
 attached hereto as Exhibit B, the Schedules attached to the Credit
 Agreement are true and correct as of the date hereof.

 


          6.     CONDITIONS
PRECEDENT. This Seventh Amendment shall become effective as of the date
above first written after receipt by Lender of the following:


	
  

 	
  

 
	
  

 	
          6.1     Seventh
 Amendment. This Seventh Amendment executed by Borrower, the Guarantors,
 and Lender.

 
	
  

 	
  

 
	
  

 	
          6.2     Third
 Amended Note. The Third Amended Note executed by Borrower.

 
	
  

 	
  

 
	
  

 	
          6.3     Resolutions.
 A certified copy of Resolutions of the board of directors of Borrower and
 each Guarantor authorizing the execution, delivery and performance of this
 Seventh Amendment and related loan documents.

 


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          6.4     Certificate
 of Good Standing. Certificates of Good Standing for Borrower and each
 Guarantor from their respective jurisdictions of organization.

 
	
  

 	
  

 
	
  

 	
          6.5     Other
 Documents. Such other documents, certificates and/or opinions of counsel
 as Lender may request.

 


          7.     GENERAL.


	
  

 	
  

 
	
  

 	
          7.1      Governing Law; Severability. This
 Seventh Amendment shall be construed in accordance with and governed by the
 laws of Illinois. Wherever possible each provision of the Credit Agreement
 and this Seventh Amendment shall be interpreted in such manner as to be
 effective and valid under applicable law, but if any provision of the Credit
 Agreement and this Seventh Amendment shall be prohibited by or invalid under
 such law, such provision shall be ineffective to the extent of such
 prohibition or invalidity, without invalidating the remainder of such
 provision or the remaining provisions of the Credit Agreement and this
 Seventh Amendment.

 
	
  

 	
  

 
	
  

 	
          7.2     Successors
 and Assigns. This Seventh Amendment shall be binding upon Borrower, the
 Guarantors, and Lender and their respective successors and assigns, and shall
 inure to the benefit of Borrower, the Guarantors, and Lender and the
 successors and assigns of Lender.

 
	
  

 	
  

 
	
  

 	
          7.3     Waiver
 of Claims. Borrower hereby acknowledges, agrees and affirms that it
 possesses no claims, defenses, offsets, recoupment or counterclaims of any
 kind or nature against or with respect to the enforcement of the Credit
 Agreement, as amended hereby, the Revolving Note or any other Loan Document
 (collectively referred to herein as the “Claims”), nor does Borrower now have
 knowledge of any facts that would or might give rise to any Claims. If facts
 now exist which would or could give rise to any Claim against or 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
 Claims as if such Claims were the subject of a lawsuit, adjudicated to final
 judgment from which no appeal could be taken and therein dismissed with
 prejudice.

 
	
  

 	
  

 
	
  

 	
          7.4      Continuing Force and Effect of Loan
 Documents and Guaranty. Except as specifically modified or amended by the
 terms of this Seventh Amendment, all other terms and provisions of the Credit
 Agreement and the other Loan Documents are incorporated by reference herein,
 and in all respects, shall continue in full force and effect. Borrower, by
 execution of this Seventh Amendment, hereby reaffirms, assumes and binds
 itself to all of the obligations, duties, rights, covenants, terms and
 conditions that are contained in the Credit Agreement and the other Loan
 Documents. Each of the Guarantors, by execution of this Seventh Amendment,
 hereby reaffirms, assumes and binds itself to all of the obligations, duties,
 rights, covenants, terms and conditions that are contained in Guaranty.

 
	
  

 	
  

 
	
  

 	
          7.5     Financing
 Statements. Borrower hereby irrevocably authorizes Lender at any time and
 from time to time to file in any jurisdiction any initial UCC financing
 statements and/or amendments thereto that (a) describe the Collateral, and
 (b) contain any other information required by part 5 of Article 9 of the UCC
 for the sufficiency or filing office acceptance of any financing statement or
 amendment.

 
	
  

 	
  

 
	
  

 	
          7.6     References
 to Credit Agreement. Each reference in the Credit Agreement to “this
 Agreement”, “hereunder”, “hereof’, or words of like import, and each
 reference to the 

 


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 Credit Agreement in any and all instruments or documents delivered in
 connection therewith, shall be deemed to refer to the Credit Agreement, as
 amended hereby.

 
	
  

 	
  

 
	
  

 	
          7.7     Expenses.
 Borrower shall pay all costs and expenses in connection with the preparation
 of this Seventh Amendment and other related loan documents, including,
 without limitation, reasonable attorneys’ fees and time charges of attorneys
 who may be employees of Lender or any affiliate or parent of Lender. Borrower
 shall pay any and all stamp and other taxes, UCC search fees, filing fees and
 other costs and expenses in connection with the execution and delivery of
 this Seventh Amendment and the other instruments and documents to be
 delivered hereunder, and agrees to save Lender harmless from and against any
 and all liabilities with respect to or resulting from any delay in paying or
 omission to pay such costs and expenses.

 
	
  

 	
  

 
	
  

 	
          7.8     Counterparts.
 This Seventh Amendment may be executed in any number of counterparts, all of
 which shall constitute one and the same agreement.

 


[Signatures on following page]


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          IN WITNESS
WHEREOF, the parties hereto have executed this Seventh Amendment to the Amended
and Restated Credit Agreement and Reaffirmation of Guaranties as of the date
first above written.


	
  

 	
  

 	
  

 
	
  

 	
 Borrower:

 
	
  

 	
  

 	
  

 
	
  

 	
 QUIXOTE
 CORPORATION,

 
	
  

 	
 a Delaware
 corporation, as Borrower

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Daniel
 P. Gorey

 
	
  

 	
  

 	 

 
	
  

 	
 Name:

 	
 Daniel P.
 Gorey

 
	
  

 	
 Title:

 	
 Executive
 Vice President, Chief Financial Officer & Treasurer

 
	
  

 	
  

 	
  

 
	
  

 	
 Guarantors:

 
	
  

 	
  

 	
  

 
	
  

 	
 QUIXOTE
 TRANSPORTATION SAFETY, INC.

 
	
  

 	
 TRANSAFE CORPORATION
ENERGY
 ABSORPTION SYSTEMS, INC.

 
	
  

 	
 ENERGY
 ABSORPTION SYSTEMS (AL) LLC
SURFACE SYSTEMS, INC.

 
	
  

 	
 NU-METRICS,
 INC.

 
	
  

 	
 HIGHWAY
 INFORMATION SYSTEMS, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Daniel
 P. Gorey

 
	
  

 	
  

 	 

 
	
  

 	
 Name:

 	
 Daniel P.
 Gorey

 
	
  

 	
 Title:

 	
 Executive
 Vice President, Chief Financial Officer & Treasurer

 
	
  

 	
  

 	
  

 
	
  

 	
 Lender:

 
	
  

 	
  

 	
  

 
	
  

 	
 BANK OF
 AMERICA, N.A., a national banking association

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Chris D.
 Buckner

 
	
  

 	
  

 	 

 
	
  

 	
 Name:

 	
 Chris D.
 Buckner

 
	
  

 	
 Title:

 	
 Senior Vice
 President

 


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Schedule I


Organizational Identification 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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Surface
 Systems, Inc.

 	
  

 	
 Missouri

 	
  

 	
 00157025

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Nu-Metrics,
 Inc.

 	
  

 	
 Pennsylvania

 	
  

 	
 978728

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Highway
 Information Systems, Inc.

 	
  

 	
 Delaware

 	
  

 	
 2867376

 


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EXHIBIT A


THIRD AMENDED AND RESTATED REVOLVING LOAN
NOTE


	
  

 	
  

 
	
 $5,000,000

 	
 Chicago, Illinois

 
	
  

 	
 October __, 2009

 


               FOR
VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, a Delaware corporation
(the “Borrower”),
promises to pay to the order of Bank of America, N.A. and its registered
assigns (the “Lender”), on the Revolving Loan Termination Date (as defined
in the hereinafter defined Credit Agreement), the principal sum of Five Million
Dollars and No/100 Dollars ($5,000,000.00), or, if less, the aggregate unpaid
principal amount of all loans made by the Lender to the Borrower from time to
time pursuant to that certain Amended and Restated Credit Agreement, dated as
of April 20, 2005, between the Borrower and Lender as amended by the First
Amendment to Amended and Restated Credit Agreement and Reaffirmation of
Guaranties, dated as of December 1, 2006, that certain Second Amendment to
Amended and Restated Credit Agreement and Reaffirmation of Guaranties, dated as
of March 15, 2007, that certain Third Amendment to Amended and Restated Credit
Agreement and Reaffirmation of Guaranties dated as of November 7, 2007, that
certain Fourth Amendment to Amended and Restated Credit Agreement and
Reaffirmation of Guaranties dated as of November 7, 2008, that certain Waiver,
Fifth Amendment to Amended and Restated Credit Agreement and Reaffirmation of
Guaranties dated as of February 9, 2009, that certain Waiver, Sixth Amendment
to Amended and Restated Credit Agreement and Reaffirmation of Guaranties dated
as of May 7, 2009 and that certain Seventh Amendment to Amended and Restated
Credit Agreement and Reaffirmation of Guaranties dated as of the date hereof
(together with all amendments, if any, from time to time made thereto, the “Credit
Agreement”).


               The
Borrower agrees to pay interest on the principal hereof remaining from time to
time unpaid in accordance with Section 2.13 of the Credit Agreement.


               All
payments of principal and interest on this Note shall be payable in lawful
currency of the United States of America at the Lender’s office at 135 South
LaSalle Street, Chicago, Illinois 60603, in immediately available funds.


               This
Note evidences indebtedness incurred under, and is subject to the terms and
provisions of, the Credit Agreement, to which reference is made for a statement
of those terms and provisions. Should the indebtedness represented by this Note
or any part hereof be collected at law or in equity or in bankruptcy,
receivership, or other court proceedings, or this Note be placed in the hands
of attorneys for collection after maturity (by declaration or otherwise), the
undersigned agrees to pay, in addition to principal and interest due and
payable hereon, reasonable attorneys’ and collection fees.


               This
Note constitutes a renewal and restatement of, and replacement and substitution
for, that certain Second Amended and Restated Revolving Note, dated as of February
9, 2009 in the maximum principal amount of Fifteen Million and 00/100 Dollars
($15,000,000.00), executed by the Borrower and made payable to the order of the
Bank (the “Prior Note”). The indebtedness evidenced by the Prior Note is
continuing indebtedness evidenced hereby, and nothing herein shall be deemed to
constitute a payment, settlement or novation of the Prior Note, or to release
or otherwise adversely affect any lien, mortgage or security interest securing
such indebtedness or any rights of the Bank against any guarantor, surety or
other party primarily or secondarily liable for such indebtedness.


[Signature on following page]






               IN
WITNESS WHEREOF, the Borrower has executed this Note as of the date first above
written


	
  

 	
  

 	
  

 
	
  

 	
 QUIXOTE
 CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	 

 
	
  

 	
 Name 

 	
  

 
	
  

 	
 Title: 

 	
  

 


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Loans made by Bank of America, N. A. (the “Lender”) to QUIXOTE
CORPORATION (the “Borrower”) under the Amended and Restated
Credit Agreement, dated as of April 20, 2005, as amended, between the Borrower
and Lender, and payments of principal received on the Note to which this Grid
is attached:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date

 	
 Amount of Loan

 	
 Amount of Principal
Paid

 	
 Unpaid Balance

 	
 Notation By

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 










THIRD AMENDED AND RESTATED REVOLVING LOAN
NOTE


	
  

 	
  

 
	
 $5,000,000

 	
 Chicago, Illinois

 October 23, 2009

 


               FOR
VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, a Delaware corporation
(the “Borrower”),
promises to pay to the order of Bank of America, N.A. and its registered
assigns (the “Lender”), on the Revolving Loan Termination Date (as defined
in the hereinafter defined Credit Agreement), the principal sum of Five Million
Dollars and No/100 Dollars ($5,000,000.00), or, if less, the aggregate unpaid
principal amount of all loans made by the Lender to the Borrower from time to
time pursuant to that certain Amended and Restated Credit Agreement, dated as
of April 20, 2005, between the Borrower and Lender as amended by the First
Amendment to Amended and Restated Credit Agreement and Reaffirmation of
Guaranties, dated as of December 1, 2006, that certain Second Amendment to
Amended and Restated Credit Agreement and Reaffirmation of Guaranties, dated as
of March 15, 2007, that certain Third Amendment to Amended and Restated Credit
Agreement and Reaffirmation of Guaranties dated as of November 7, 2007, that
certain Fourth Amendment to Amended and Restated Credit Agreement and
Reaffirmation of Guaranties dated as of November 7, 2008, that certain Waiver,
Fifth Amendment to Amended and Restated Credit Agreement and Reaffirmation of
Guaranties dated as of February 9, 2009, that certain Waiver, Sixth Amendment
to Amended and Restated Credit Agreement and Reaffirmation of Guaranties dated
as of May 7, 2009 and that certain Seventh Amendment to Amended and Restated
Credit Agreement and Reaffirmation of Guaranties dated as of the date hereof
(together with all amendments, if any, from time to time made thereto, the “Credit
Agreement”).


               The
Borrower agrees to pay interest on the principal hereof remaining from time to
time unpaid in accordance with Section 2.13 of the Credit Agreement.


               All
payments of principal and interest on this Note shall be payable in lawful
currency of the United States of America at the Lender’s office at 135 South
LaSalle Street, Chicago, Illinois 60603, in immediately available funds.


               This
Note evidences indebtedness incurred under, and is subject to the terms and
provisions of, the Credit Agreement, to which reference is made for a statement
of those terms and provisions. Should the indebtedness represented by this Note
or any part hereof be collected at law or in equity or in bankruptcy,
receivership, or other court proceedings, or this Note be placed in the hands of
attorneys for collection after maturity (by declaration or otherwise), the
undersigned agrees to pay, in addition to principal and interest due and
payable hereon, reasonable attorneys’ and collection fees.


               This
Note constitutes a renewal and restatement of, and replacement and substitution
for, that certain Second Amended and Restated Revolving Note, dated as of
February 9, 2009 in the maximum principal amount of Fifteen Million and 00/100
Dollars ($15,000,000.00), executed by the Borrower and made payable to the
order of the Bank (the “Prior Note”). The indebtedness evidenced by
the Prior Note is continuing indebtedness evidenced hereby, and nothing herein
shall be deemed to constitute a payment, settlement or novation of the Prior
Note, or to release or otherwise adversely affect any lien, mortgage or
security interest securing such indebtedness or any rights of the Bank against
any guarantor, surety or other party primarily or secondarily liable for such
indebtedness.


[Signature on following page]


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               IN
WITNESS WHEREOF, the Borrower has executed this Note as of the date first above
written


	
  

 	
  

 	
  

 
	
  

 	
 QUIXOTE
 CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Daniel
 P. Gorey

 
	
  

 	
  

 	 

 
	
  

 	
 Name 

 	
 Daniel P.
 Gorey

 
	
  

 	
 Title: 

 	
 Executive
 Vice President, Chief Financial Officer and Treasurer

 


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Loans made by Bank of America, N. A. (the “Lender”) to QUIXOTE
CORPORATION (the “Borrower”) under the Amended and Restated
Credit Agreement, dated as of April 20, 2005, as amended, between the Borrower
and Lender, and payments of principal received on the Note to which this Grid
is attached:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date

 	
 Amount of Loan

 	
 Amount of Principal
Paid

 	
 Unpaid Balance

 	
 Notation By

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 


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