EXHIBIT
10(u)


 


SETTLEMENT
AGREEMENT


 


THIS SETTLEMENT AGREEMENT is
made and entered into on May 30, 2006, by and among U.S. Traffic Corporation, a
Delaware corporation, f/k/a Green Light Acquisition Company (“USTC”), and
Quixote Corporation, a Delaware corporation (“Quixote”), as first parties,
Myers America, Inc., a Delaware corporation, f/k/a U.S. Traffic Corporation (“MA”),
Myers Power Products, Inc., a Delaware corporation (“MPP”) and Myers/Nuart
Electrical Products, Inc., a Delaware corporation (“NuArt”), as second parties,
and Raymond International W.L.L., a Bahrain corporation (“RIWLL”), Raymond
Overseas Holding Limited, a Jersey (Channel Islands) corporation (“ROHL”) and
Basil Vasiliou (“Vasiliou,” and collectively with RIWLL and ROHL, the “Guarantors”),
as third parties.  All of the foregoing
parties are sometimes referred to herein collectively as the “Parties”.


 


R
E C I T A L S


 


A.            Quixote is the parent of USTC.  The Guarantors, directly or indirectly, are
the stockholders of MA, NuArt and MPP.


 


B.            On or about May 16, 2003, USTC (then known as
Green Light Acquisition Company), and MA (then known as U.S. Traffic
Corporation) and NuArt, entered into an Asset Purchase Agreement (the “Asset
Purchase Agreement”), pursuant to which MA and NuArt sold, and USTC purchased,
substantially all of the assets of MA and NuArt used in the business of
manufacturing, selling and servicing traffic control equipment, overhead and
portable traffic display signage, electronic display and message centers,
lighted signage, transit fixtures, power supply sources, electronic components
and tunnel lighting, including the so-called Myers PowerBackTM uninterruptible
power supply product (the “Business”).


 


B.            Pursuant to the provisions of the Asset
Purchase Agreement, on or about May 16, 2003 USTC and MPP entered into an OEM
Supply Agreement (the “OEM Agreement”).


 


C.            MA brought a lawsuit against USTC in the
Circuit Court of Cook County, Illinois, Chancery Division, entitled Myers
America, Inc. f/k/a. U.S. Traffic Corporation, a Delaware corporation vs. U.S.
Traffic Corporation, f/k/a Green Light Acquisition Company, a Delaware
corporation, No. 05 CH 16573 (the “Chancery Division Case”).  Thereafter, USTC brought a lawsuit against
MA, NuArt and the Guarantors in the Circuit Court of Cook County, Illinois, Law
Division, entitled U.S. Traffic Corporation f/k/a Green Light Acquisition
Company vs. Myers America, Inc. f/k/a U.S. Traffic Corporation, Myers/NuArt
Electrical Products, Inc., Raymond Int’l W.L.L., Raymond Overseas Holding,
Limited and Basil Vasilou, No. 05 L 010719 (the “Law Division Case”).  Subsequent to the filing of the Law Division
Case, USTC filed a third-party complaint against MPP in the Chancery Division
Case (the “Third Party Complaint”).  The
court in the Chancery Division case denied USTC’s motion for a preliminary
injunction, and USTC has filed a notice of appeal of such denial with the
Illinois Appellate Court, First District. 
The Law Division Case was subsequently transferred to, and consolidated with,
the Chancery Division Case.  The
foregoing lawsuits and appeals are referred to herein collectively as the “Litigation”.


 


D.            USTC has disputed the merits of the Chancery
Division Case.  MA, NuArt and the
Guarantors have disputed the merits of the Law Division Case.  MPP has disputed the merits of the Third
Party Complaint.


 

















 


E.             The Parties desire to enter into this
Agreement in order, among other things, to avoid the costs, expenses,
distractions and uncertainty arising in respect of the Litigation, and desire
to settle the Litigation, on the terms herein contained.


 


A G R E E M E N T S


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:


 


1.             No
Admissions.  This Agreement does not
constitute an admission by any of the Parties hereto of any violation of any
statute, regulation, or contract, or of any fact, condition, circumstance,
violation of law, or standard of liability in law or equity, arising out of or
in any way related to the subject matter described in this Agreement.  This Agreement is being entered into by the
Parties solely to settle and compromise any and all disputes within the scope
of this Agreement.  This Agreement and
any settlement discussions related hereto shall constitute “settlement
negotiations” and, as such, shall not be admissible in any proceeding, whether
by claim or defense, as evidence or an admission of any kind, except that in a
proceeding to enforce the provisions of this Agreement, any settlement
discussions shall be admissible as evidence solely for the purposes of that
proceeding.


 


2.             Transactions
and Payments Occurring on the Date Hereof. 
Concurrently with the execution and delivery of this Agreement:


 


(a)           MA, on its own behalf and on behalf of MPP
and NuArt, shall pay to USTC the sum of three million dollars ($3,000,000), by
wire transfer of immediately available funds to such bank account as Quixote
shall specify by written notice delivered to MA; and 


 


(b)           The Parties, through
their respective counsel, shall execute and file stipulations to dismiss all of
the Litigation with prejudice, and without costs being awarded to any of the
Parties.


 


3.             Amendment
and Termination of Certain Documents. 
The Asset Purchase Agreement, the OEM Supply Agreement, and certain of
the other documents executed and delivered by the Parties in connection with
the acquisition by USTC of the Business, are hereby terminated or amended as
follows:


 


(a)           All obligations of USTC, MA and NuArt under
the Asset Purchase Agreement, other than MA’s and NuArt’s obligations under
Section 5.5 thereof (as such section is amended in paragraph (d) hereof) are
hereby terminated in their entirety. 
Without limiting the generality of the preceding sentence, USTC shall
have no obligation to pay Contingent Consideration (as such term is defined in
the Asset Purchase Agreement), pursuant to Section 2.6(d) of the Asset Purchase
Agreement, irrespective of
whether any such payments are presently due and owing.


 


(b)           The OEM Supply Agreement is hereby terminated
in its entirety (except as provided in paragraph (c) hereof), it being
understood, however, that USTC shall remain obligated to purchase and pay for
all Modules and Cabinets (as such
terms are defined in the OEM Supply Agreement) for which USTC has heretofore
placed, and MPP has accepted, purchase orders. 
Subject to the following sentence, MPP shall honor all such purchase
orders.  Terms of sale with respect to all
Modules which have not been 


 


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delivered to
USTC as of the date hereof shall continue to be C.O.D., and terms of sale with
respect to all Cabinets which have not been delivered as of the date hereof
shall be net 30 days from the invoice dates. 
MPP will also accept purchase orders which USTC or Peek Traffic
Corporation (“Peek”) may hereafter place for Cabinets, at prices charged from
time to time by MPP for such Cabinets (which prices shall be comparable to the
prices which MPP shall charge its other customers from time to time for similar
Cabinets).  Payment terms with respect to
such future purchase orders shall also be on the same net 30 day terms as set
forth above.  MPP reserves the right, at
any time, to discontinue the manufacture of Cabinets (or any kind thereof), and
to modify or change the designs and/or specifications with respect to Cabinets,
provided that MPP agrees that in this respect it will treat USTC and Peek in
the same manner in which it treats its other customers purchasing Cabinets.  MPP reserves the right to revoke the net 30
day terms in the event USTC or Peek do not make payments within such payment
terms.  Until such time as (x) MPP shall
no longer be supplying Cabinets to USTC and Peek, and (y) the Note (as herein defined)
shall have been paid in full, whichever event occurs later, USTC shall deliver,
and Quixote shall cause USTC to deliver, to MPP:


 


(i) within 30 days after the end of each
fiscal quarter of Quixote, balance sheets of USTC and Peek as of the end of
each such quarter and statements of income of USTC and Peek for the quarter and
for the portion of the current fiscal year then ended, certified by the chief
financial officer of USTC and Peek as having been prepared in accordance with
generally accepted accounting principles (“GAAP”), consistently applied, and
presenting fairly in all material respects the financial condition and results
of operations of USTC and Peek as of such dates and for the periods then ended,
subject to normal recurring year-end adjustments which are not material in amount,
either individually or in the aggregate, and to the absence of footnote
disclosures required by GAAP; and


 


(ii) within 90 days after the end of
each fiscal year of Quixote, balance sheets and statements of income of USTC
and Peek as of and for the fiscal year then ended, certified by the chief
financial officer of USTC and Peek as having been prepared in accordance with
GAAP, consistently applied, and presenting fairly in all material respects the
financial condition and results of operations of USTC and Peek as of such date
and for the fiscal year then ended.


 


(c)           Section 7 of the OEM Supply Agreement shall
continue in effect to May 16, 2008, but shall be amended to read as follows:


 


“During the Term, Supplier
agrees that it will refrain, directly or indirectly, from selling, distributing
or leasing Modules (by whatever name or mark) which are competitive with the
PowerbackTM Models PBM-1250 and PBM-2000 uninterruptible power supplies for use
in intersection control to the municipal corporations consisting of, or
comprising a part of, the City of New York, New York and the City of Chicago,
Illinois.”


 


(d)           Section 5.5(a) of the Asset Purchase
Agreement is amended to read as follows:


 


“(a) Seller agrees that for a period of five years after the
Closing Date, it will not, and it shall cause its respective Affiliates not to,
either alone or in conjunction with any other Person, directly or indirectly,
sell uninterruptible


 


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power
supplies which are competitive with the PowerbackTM models PBM-1250 and PBM-2000
uninterruptible power supplies for use in intersection control to the municipal
corporations consisting of, or comprising a part of, the City of New York, New
York and the City of Chicago, Illinois.”


 


(e)           Section 1 of the
Stockholder Covenant Not to Compete and Other Post-Asset Sale Obligations,
dated May 16, 2003, between USTC and RIWLL, and Section 1 of the Stockholder
Covenant Not to Compete and Other Post-Asset Sale Obligations, of even date
therewith, between USTC and Vasiliou (collectively, the “Stockholder Covenants
not to Compete”), are each hereby terminated, and Section 2 of each of the
Stockholder Covenants not to Compete hereby amended to read as follows:


 


“The
Stockholder agrees that for a period of five years after the Closing Date, it
will not, and it shall cause its respective Affiliates not to, either alone or
in conjunction with any other Person, directly or indirectly, sell
uninterruptible power supplies which are competitive with the PowerbackTM models
PBM-1250 and PBM-2000 uninterruptible power supplies for use in intersection
control to the municipal corporations consisting of, or comprising a part of,
the City of New York, New York and the City of Chicago, Illinois; provided,
however, that ownership or acquisition by the Stockholder, its Affiliates,
Seller and the other stockholders of Seller executing counterparts of this
Agreement, of an aggregate of less than five percent (5%) of the outstanding
stock of any publicly traded company which is engaged in such sales shall not
constitute a violation of this Section 2.”


 


(f)            The Guaranty, dated May 16, 2003 by Quixote
for the benefit of MA and NuArt (the “Quixote Guaranty”) is amended (i) by
deleting Sections 1(b) and 1(c) thereof, and (ii) amending the second sentence
of Section 2 thereof to read as follows:


 


“The parties agree that
Guarantor’s obligations under this Guaranty shall be subject to the
limitations, exclusions and exculpations set forth in the Note and the
subordination provisions contained therein.”


 


(g)           The Stockholder Guaranty, dated May 16, 2003,
among USTC and RIWLL and ROHL, and the Stockholder Guaranty, dated May 16,
2003, between USTC and Vasiliou, are each terminated and of no effect with
respect to any obligations thereunder whether arising prior to, on, or after
the date hereof.


 


4.             Certain Matters Relating to PowerbackTM Power
Supplies.  MA, NuArt and MPP all acknowledge and agree
that all rights to the “Powerback” trademarks and tradenames were conveyed to
USTC by virtue of the Asset Purchase Agreement, and that none of MA, NuArt or
MPP has any continuing rights in such trademarks and tradenames.  MA, NuArt and MPP represent and warrant to
USTC and Quixote that, to the best of their knowledge, all designs, engineering
and software for Modules manufactured by Powercom, Ltd. (“Powercom”) are the
property of Powercom, and MA, NuArt and MPP disclaim any rights or interests in
such designs, engineering and software. 
MA, NuArt and MPP agree that they have no objection to USTC entering
into supply arrangements with Powercom for the supply of Modules, and agree
that they shall not knowingly take any actions which would interfere with any
actual or prospective supply relationship between USTC and Powercom with
respect to the supply of Modules to USTC. 
MPP shall use all commercially reasonable efforts to facilitate a
meeting among Dennis Lee on 


 


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behalf of Powercom, a representative of MPP
and a representative of USTC for the purpose of facilitating the establishment
of a direct supply relationship between Powercom and USTC.


 


5.             Reaffirmation
of Obligations Under Note.  USTC and
Quixote reaffirm all of USTC’s obligations under that certain Subordinated
Promissory Note, dated May 16, 2003, made by USTC and payable to the order of
MA and NuArt, in the principal amount of five million dollars ($5,000,000) (the
“Note”) and acknowledge that such obligations shall remain due and payable in
accordance with the terms of the Note.  
Notwithstanding any provision of the Note to the contrary, (x) the Note
shall be freely transferable without the consent of Quixote or USTC, and (y) in
the event of any failure of USTC to pay any payment of interest or principal
thereon when due, other than by reason of the subordination provisions
contained therein, Quixote and USTC shall pay all of costs of collection of the
holder of the Note at such time, including reasonable attorneys’ fees.  


 


6.             Guaranty
of Certain Obligations of USTC.  


 


(a)           In consideration of the
entry by MA, NuArt and MPP into this Agreement, Quixote hereby agrees that in
the event that a written notice (a “Default Notice”) executed by MA, NuArt, MPP
or Intersection Development Corporation, S.A. de C.V. (“IDC”) is delivered to
Quixote, at the address and in the manner provided in Section 12, which Default
Notice states that: (i)  (w) USTC has
failed to pay any of its payment obligations under the Note when due and
payable, (x) USTC or Peek (as the case may be) has failed to pay any invoice
from MPP for Modules or Cabinets within the payment terms set forth in Section
3(b), or (y) Quixote Transportation Safety Mexico, S.A. de R.L. de C.V. (“Quixote
Mexico”) has failed to pay any amount which is due and payable under that
certain Lease Contract, dated as of May 16, 2003, between IDC, as lessor, and
Quixote Mexico, as lessee (the “Lease) 
or has failed to perform any obligation owed to IDC pursuant to the
Lease, as the case may be; and (ii) sets forth the amounts which the applicable
Quixote Subsidiary (as herein defined) has failed to pay or the obligations
which Quixote Mexico has failed to perform, Quixote shall be jointly and
severally liable with such Quixote Subsidiary with respect to the obligations
of such Quixote Subsidiary to make any such payments or perform such
obligations as is specified in the Default Notice, in accordance with the terms
of, and subject to the limitations set forth in, this Agreement, the Note and
the Lease, as the case may be (which obligations are referred to herein as the “Obligations”),
in each case as if the Obligations were direct and primary obligations of
Quixote.  Quixote’s obligations under
this Section 6 are referred to herein as the “Guaranty”.  The Guaranty is a guaranty of payment and
performance and not merely a guaranty of collection.  USTC, Peek and Quixote Mexico are referred to
herein collectively as the “Quixote Subsidiaries” and individually as a “Quixote
Subsidiary”.


 


(b)           Quixote hereby agrees
that, except as hereinafter provided, its obligations under this Section 6
shall be unconditional, irrespective of (x) any change in the time, manner or
place of payment, time or manner of performance or any other term of the
Obligations or (y) any other circumstance that might otherwise constitute a
legal or equitable discharge or defense of a guarantor including, any
amendment, waiver, modification thereof between any of the Quixote
Subsidiaries, on the one hand, and MA, NuArt, MPP or IDC (as the case may be),
on the other hand.


 


(c)           Except as provided in
paragraph (a), Quixote hereby waives diligence, presentment, demand for
payment, filing of claims with a court in the event of 


 


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receivership,
bankruptcy or insolvency of any of the Quixote Subsidiaries or protest or
notice with respect to the Obligations, and all demands whatsoever (and, except
as provided in paragraph (a), Quixote shall not require that the same be made
on any of the Quixote Subsidiaries as a condition precedent to Quixote’s
obligations hereunder), and covenants that this Section 6 will not be
discharged except by complete performance of the Obligations and any other
obligations contained herein.


 


(d)           Each of MA, NuArt, MPP
and IDC is hereby authorized, without notice or demand and without affecting
the liability of Quixote under this Section 6, to, from time to time: (a)
extend the time for payment of the Obligations, (b) accept partial payments on
the Obligations and (c) liquidate the Obligations, in any manner, without
affecting or impairing the obligations of Quixote under this Section 6.


 


(e)           Quixote agrees that, to
the extent any Quixote Subsidiary makes a payment or payments on account of the
Obligations, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
to be repaid to such Quixote Subsidiary, its estate, trustee or receiver or any
other party, including, without limitation, Quixote, under any bankruptcy law,
state or federal law, common law or equitable cause, then to the extent of such
repayment or invalidation, Quixote’s obligation under the Guaranty with respect
thereto shall be reinstated and continued in full force and effect as of the
time immediately preceding such initial payment.


 


(f)            Quixote waives all presentments, demands for
performance, notices of non-performance, protest, notices of protest, notices
of dishonor and notices of appearances with respect to the Guaranty, except as
required or permitted pursuant to paragraph (a).


 


(g)           This Section 6 is in addition to, and not in
substitution of, the obligations of Quixote under (x) Quixote Guaranty (as
amended hereby), and (y) the Guaranty, of even date therewith, made by Quixote
for the benefit of IDC (the “Quixote Mexico Guaranty”), both of which remain in
full force and effect.


 


7.             Mutual Release and Covenant Not to Sue.


 


(a)           For good and valuable
consideration, the receipt and sufficiency of which the Parties hereby
acknowledge, Quixote and USTC, on their own
behalf and on behalf of all other subsidiaries and affiliates of Quixote, and the respective representatives,
successors and assigns of
Quixote, USTC, and all other subsidiaries and affiliates of Quixote
(collectively, the “USTC Releasing Parties”) hereby
release and forever discharge MA, NuArt, MPP, RIWLL, ROHL, Vasiliou, the
respective officers, directors, stockholders, employees and agents of the
foregoing, and their respective representatives, heirs, successors and assigns
(collectively, the “USTC Released Parties”) from any and all claims, demands,
obligations, causes of action, controversies, actions, debts, liens, contracts,
agreements, promises, representations, torts, damages, costs, attorneys’ fees,
moneys due on accounts, obligations, judgments or liabilities of any kind or
nature whatsoever, whether at law or in equity, pursuant to statute, regulation
or common law, for negligence, strict liability, fiduciary or contract breach,
intentional wrongdoing or otherwise, and regardless of whether known or
unknown, accrued or contingent, arising out of or relating in any manner to any
matters, causes or things whatsoever from the beginning of time through the
date hereof.  Notwithstanding the 


 


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preceding sentence, this
paragraph (a) shall not release any of the USTC Released Parties of any of
their obligations under this Agreement, Section 5.5 of the Asset Purchase
Agreement (as amended hereby), Section 2 of the Stockholder Covenants not to
Compete (as amended hereby), Section 7 of the OEM Supply Agreement (as amended
hereby), or MPP’s obligation to deliver Modules and Cabinets which USTC has
previously purchased from MPP and which have not been delivered as of the date
hereof.


 


(b)           For good and valuable consideration, the
receipt and sufficiency of which the Parties hereby acknowledge, MA, NuArt,
MPP, RIWLL, ROHL, and Vasiliou, on their own behalf and on behalf of their
respective heirs, representatives, successors and assigns (collectively, the “Myers Releasing Parties”) (the USTC Releasing Parties and the
Myers Releasing Parties, individually, a “Releasing Party” and, collectively,
the “Releasing Parties”), hereby release and forever discharge Quixote, USTC,
all subsidiaries of Quixote other than USTC (including the Quixote Subsidiaries),
the respective officers, directors, stockholders, employees and agents of the
foregoing, and their respective representatives, heirs, successors and assigns
(collectively, the “Myers Released Parties”) (the USTC Released Parties and the
Myers Released Parties, collectively, the “Released Parties”) from any and all
claims, demands, obligations, causes of action, controversies, actions, debts,
liens, contracts, agreements, promises, representations, torts, damages, costs,
attorneys’ fees, moneys due on accounts, obligations, judgments or liabilities
of any kind or nature whatsoever, whether at law or in equity, pursuant to
statute, regulation or common law, for negligence, strict liability, fiduciary
or contract breach, intentional wrongdoing or otherwise, and regardless of
whether known or unknown, accrued or contingent, arising out of or relating in
any manner to any matters, causes or things whatsoever from the beginning of
time through the date hereof. 
Notwithstanding the foregoing, this paragraph (b) shall not release any
of the Myers Released Parties of any of their obligations under this Agreement,
the Note, the Lease, the Quixote Guaranty, the Quixote Mexico Guaranty, or any
of USTC’s obligations to pay for Modules and Cabinets under USTC’s outstanding
purchase orders or MPP’s outstanding invoices (as the case may be).


 


(c)           The Releasing Parties
further covenant and agree that none of the Releasing Parties will ever sue,
institute, or cause to institute any proceeding in any court or other forum
against any of the Released Parties to charge any of the Released Parties with
any matter which is released pursuant to the provisions of this Section 7, and
that the Releasing Parties will defend, protect, indemnify and save the
Released Parties harmless from any loss, liability, damage or expense,
including reasonable attorneys’ fees incurred in defending, responding to or
otherwise seeking relief from any claim, suit or judgment incurred by reason of
any claim asserted by the other regarding any matter which is released pursuant
to the provisions of this Section 7.


 


8.             Representations and Warranties.


 


(a)           Quixote and USTC (collectively, the “USTC
Parties”) each hereby represents and warrants to MA, NuArt, MPP and the
Guarantors (collectively, the “Myers Parties”) as follows:


 


(i)            Each of the USTC Parties is a corporation
duly organized, existing and in good standing under the laws of its state of
incorporation.


 


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(ii)           Each of the USTC
Parties has full corporate power and authority to enter into and perform this
Agreement.  The execution and delivery by
the USTC Parties of this Agreement, and the performance by them of their
obligations hereunder, have been duly authorized and approved by all requisite
corporate action.  This Agreement has
been, duly executed and delivered by a duly authorized officer of each of the
USTC Parties, and constitutes a valid and legally binding obligation of the
USTC Parties, enforceable against Quixote and/or USTC (as the case may be) in
accordance with its terms (except to the extent that enforcement may be
affected by laws relating to bankruptcy, reorganization, insolvency and
creditors’ rights and by the availability of injunctive relief, specific
performance and other equitable remedies).


 


(iii)          No consent,
authorization, order or approval of, or filing or registration with, any
governmental authority or other Person (as herein defined) is required for the
execution and delivery by Quixote and USTC of this Agreement and the consummation
by the USTC Parties of the transactions contemplated hereby.  As used herein, a “Person” means an
individual, any type of business entity (including a corporation, joint-stock
company, partnership or limited liability company), any other type of legal entity
(including a trust), or any governmental agency or instrumentality.


 


(iv)          Neither the execution
and delivery of this Agreement by the USTC Parties, nor the consummation by the
USTC Parties of the transactions contemplated hereby, will conflict with or
result in a breach of any of the terms, conditions or provisions of their
respective certificates of incorporation or by-laws, or of any statute or
administrative regulation, or of any order, writ, injunction, judgment or
decree of any court or governmental authority or of any arbitration award to
which either of the USTC Parties is a party or by which either of the USTC
Parties is bound.


 


(v)           Neither of the USTC
Parties is a party to any unexpired, undischarged or unsatisfied written or
oral contract, agreement, indenture, mortgage, debenture, note or other
instrument under the terms of which performance by the USTC Parties according
to the terms of this Agreement will be a default or an event of acceleration,
or grounds for termination, or whereby timely performance by the USTC Parties
according to the terms of this Agreement may be prohibited, prevented or
delayed.


 


(vi)          None of the USTC Parties
has assigned, encumbered or in any manner transferred all or any portion of the
claims asserted in the Litigation or which are settled pursuant to this
Agreement.


 


(b)           The Myers Parties
hereby represent and warrant to the USTC Parties as follows:


 


(i)            Each of MA, NuArt,
MPP, RIWLL and ROHL (the “Myers Corporate Parties”) is a corporation duly
organized, existing and in good standing under the laws of its state or other
jurisdiction of incorporation.


 


(ii)           Each of the Myers
Corporate Parties has all necessary power and authority (corporate or
otherwise) to enter into and perform this Agreement.  The 


 


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execution and
delivery by the Myers Corporate Parties of this Agreement, and the performance
by them of their obligations hereunder, have been duly authorized and approved
by all requisite corporate action.  This
Agreement has been duly executed and delivered by a duly authorized officer of
the applicable Myers Corporate Parties, or by Vasiliou (as the case may be) and
each of them constitutes a valid and legally binding obligation of applicable
Myers Parties, enforceable against the applicable Myers Parties in accordance
with its terms (except to the extent that enforcement may be affected by laws
relating to bankruptcy, reorganization, insolvency and creditors’ rights and by
the availability of injunctive relief, specific performance and other equitable
remedies).


 


(iii)          No consent,
authorization, order or approval of, or filing or registration with, any
governmental authority or other Person is required for the execution and
delivery by the Myers Parties of this Agreement, and the consummation by the
Myers Parties of the transactions contemplated hereby and thereby.


 


(iv)          Neither the execution
and delivery of this Agreement by the Myers Parties, nor the consummation by
the Myers Parties of the transactions contemplated hereby, will conflict with
or result in a breach of any of the terms, conditions or provisions of the
respective certificates of incorporation or by-laws of the Myers Corporate
Parties, or of any statute or administrative regulation, or of any order, writ,
injunction, judgment or decree of any court or governmental authority or of any
arbitration award to which any of the Myers Parties is a party or by which any
of the Myers Parties is bound.


 


(v)           None of the Myers
Parties is a party to any unexpired, undischarged or unsatisfied written or
oral contract, agreement, indenture, mortgage, debenture, note or other
instrument under the terms of which performance by the Myers Parties according
to the terms of this Agreement will be a default or an event of acceleration,
or grounds for termination, or whereby timely performance by the Myers Parties
according to the terms of this Agreement may be prohibited, prevented or
delayed.


 


(vi)          None of the Myers
Parties has assigned, encumbered or in any manner transferred all or any
portion of the claims asserted in the Litigation or which are settled pursuant
to this Agreement.


 


9.             Entire
Agreement.  This Agreement, the
Note,  Section 5.5 of the Asset Purchase
Agreement (as amended hereby), Section 7 of the OEM Supply Agreement (as
amended hereby), Section 2 of each of the Stockholder Covenants not to Compete
(each as amended hereby), the Lease, the Quixote Guaranty (as amended hereby),
the Quixote Mexico Guaranty, and the purchase orders, order acknowledgements,
invoices and other documents issued from time to time by USTC and MPP with
respect to Modules and Cabinets, constitute the entire agreement between the
parties and shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives, successors and assigns.


 


10.           Non-Waiver.  The failure in any one or more instances of a
party to insist upon performance of any of the terms, covenants or conditions
of this Agreement, to exercise any right or privilege in this Agreement
conferred, or the waiver by said party of any breach of any of the 


 


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terms, covenants or conditions
of this Agreement, shall not be construed as a subsequent waiver of any such
terms, covenants, conditions, rights or privileges, but the same shall continue
and remain in full force and effect as if no such forbearance or waiver had
occurred.  No waiver shall be effective
unless it is in writing and signed by an authorized representative of the
waiving party.


 


11.           Counterparts.  Counterpart copies of this Agreement may be
signed by all Parties and signature pages exchanged by telecopier or
email.  The Parties intend and agree that
counterpart copies signed and exchanged as provided in the preceding sentence
shall be fully binding.  Counterpart
originals of this Agreement shall be exchanged by U.S. mail or express service
at the earliest reasonable time following the exchange of signature pages by
telecopier or email, each of which shall be an original and all of which together
shall constitute the one and same instrument.


 


12.           Notices.  All notices required or permitted to be given
hereunder shall be in writing and may be delivered by hand, by facsimile, by
nationally recognized private courier, or by United States mail.  Notices delivered by mail shall be deemed
given three (3) business days after being deposited in the United States mail,
postage prepaid, registered or certified mail. 
Notices delivered by hand, by facsimile, or by nationally recognized
private carrier shall be deemed given on the first business day following
receipt; provided, however, that a notice delivered by facsimile shall only be
effective if such notice is also delivered by hand, or deposited in the United
States mail, postage prepaid, registered or certified mail, on or before two
(2) business days following its delivery by facsimile.  All notices shall be addressed as
follows:  (1) if to either of the USTC
Parties, addressed to Quixote, 35 E. Wacker Drive, Chicago, Illinois 60601,
Attention:  Leslie J. Jezuit and Daniel
P. Gorey, facsimile (312) 476-1356, and Holland & Knight, LLP, 131 S.
Dearborn, Chicago, Illinois 60603, Attention: 
Anne Hamblin Schiave, facsimile (312) 578-6666; (2) if to any of the Myers
Parties, c/o MPP, 723 E. Harrison Street, Corona, California 92878,
Attention:  Diana Grootonk, facsimile
(951) 520-1961, with a copy to Greenberg Traurig, LLP, 77 W. Wacker Drive,
Chicago, Illinois 60601, Attention: 
David W. Schoenberg, facsimile (312) 899-0379, and/or (3) to such other
respective addresses and/or addressees as may be designated by notice given in
accordance with the provisions of this Section 12.


 


13.           Severability.  The invalidity of any provision of this
Agreement or portion of a provision shall not affect the validity of any other
provision of this Agreement or the remaining portion of the applicable
provision.


 


14.           Applicable
Law.  This Agreement shall be
governed and controlled as to validity, enforcement, interpretation,
construction, effect and in all other respects by the internal laws of the
State of California applicable to contracts made in that State.


 


15.           Binding
Effect; Benefit.  This Agreement
shall inure to the benefit of and be binding upon the parties hereto, and their
heirs, representatives, successors and assigns. 
Nothing in this Agreement, express or implied, shall confer on any
person other than the parties hereto, and their respective successors and
permitted assigns, and IDC, Peek, and their respective successors and assigns,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement, including without limitation any third party beneficiary rights.


 


16.           Rule
of Construction.  The Parties
acknowledge and agree that each has negotiated and reviewed the terms of this
Agreement, assisted by such legal and tax counsel as they desired, and has
contributed to its revisions.  The
Parties further agree that the rule of construction that any ambiguities are
resolved against the drafting party will be subordinated to 


 


10

















 


the principle that the terms
and provisions of this Agreement will be construed fairly as to all parties and
not in favor of or against any party. The headings contained in this Agreement
are for convenience of reference only and shall not affect the meaning or
interpretation of this Agreement.  The
word “including,” means “including, without limitation.”


 


17.           Consent
to Jurisdiction.  This Agreement has
been executed and delivered in and shall be deemed to have been made in Los
Angeles, California.  Each of the Parties
agrees to the exclusive jurisdiction of any state or Federal court within Los
Angeles, California, with respect to any claim or cause of action arising under
or relating to this Agreement, and waives personal service of any and all
process upon it, and consents that all services of process be made by
registered or certified mail or delivered by hand, directed to it as provided
in the following sentence, and service so made shall be deemed to be completed
when received.  Process to be served upon
either of the USTC Parties shall be mailed or delivered c/o Anne Hamblin
Schiave, Holland & Knight, LLP, 131 S. Deaborn Street, Chicago, Illinois
60603.  Process to be served upon any of
the Myers Parties shall be mailed or delivered c/o David W. Schoenberg,
Greenberg Traurig, LLP, 77 W. Wacker Drive, Chicago, Illinois 60601.  Each of the Parties waives any objection
based on forum non conveniens and waives any objection to venue of any action
instituted hereunder.  Nothing in this
paragraph shall affect the right to serve legal process in any other manner
permitted by applicable law.


 


18.           Waiver
of Trial by Jury.  Each of the
Parties waives the right to a jury trial in connection with any suit, action or
proceeding seeking enforcement of such party’s rights under this Agreement.


 


[remainder
of page left blank]


 


11

















 


IN WITNESS
WHEREOF, the Parties have executed this Agreement on the date first above
written.


 


	
  QUIXOTE CORPORATION

  	
  U.S. TRAFFIC CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Leslie J. Jezuit

  	
   

  	
  By:

  	
  /s/ Leslie J. Jezuit

  	
   

  
	
   

  	
   President

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
  MYERS AMERICA, INC.

  	
  MYERS/NUART ELECTRICAL 

  PRODUCTS, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Diana Grootonk

  	
   

  	
  By:

  	
  /s/ Diana Grootonk

  	
   

  
	
   

  	
  Director

  	
  Director

  
	
   

  	
   

  
	
  MYERS POWER PRODUCTS, INC.

  	
  RAYMOND INTERNATIONAL
  W.L.L.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Diana Grootonk

  	
   

  	
  By:

  	
  /s/ Leslie Rogers

  	
   

  
	
   

  	
  Chief Operating Officer

  	
   Director

  
	
   

  	
   

  
	
  RAYMOND OVERSEAS HOLDING, LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Walter L. Rogers

  	
   

  	
  /s/ Basil Vasiliou

  	
   

  
	
   

  	
  Agent

  	
  Basil Vasiliou

  
													



 


12

















 


JOINDER


 


Quixote Mexico
joins in the foregoing Settlement Agreement for the purpose of reaffirming all
of its obligations under the Lease.


 


QUIXOTE TRANSPORTATION SAFETY MEXICO, 

S.A. DE R.L. DE C.V.


 


 


	
  By:

  	
  /s/ Leslie
  J. Jezuit

  	
   

  
	
   

  	
   President

  



 


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