Exhibit 10.4
GUARANTY
THIS GUARANTY ("Guaranty") is made May 16, 2003, by Quixote Corporation, a
Delaware corporation ("Guarantor"), to and for the benefit of Cambridge Leasing
Corporation ("Lessor").
RECITALS
A.
Lessor and Green Light Acquisition Company,
a Delaware corporation ("Lessee"), have entered into that certain Lease of even
date herewith (the "Lease").
B.
Guarantor is the parent corporation of
the affiliated group of which Lessee is a member and Guarantor will derive
substantial benefit under the Lease and Guarantor is willing to guarantee the
obligations of Lessee under the Lease.
AGREEMENTS
NOW, THEREFORE, Guarantor, in consideration of the matters described in the
foregoing Recitals, which Recitals are incorporated herein and made a part
hereof, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, hereby covenants and agrees for the
benefit of Lessor and its affiliates, successors and assigns as follows:
1.
GUARANTOR ABSOLUTELY, UNCONDITIONALLY,
AND IRREVOCABLY GUARANTEES TO LESSOR THE PROMPT AND TIMELY PERFORMANCE BY LESSEE
OF EACH AND ALL OF ITS COVENANTS TO LESSOR ARISING UNDER OR CREATED BY THE TERMS
OF THE LEASE IN ALL CASES SUBJECT TO THE TERMS OF THE LEASE
(COLLECTIVELY, THE
"OBLIGATIONS").
THIS GUARANTY, AND THE COVENANTS AND WAIVERS CONTAINED HEREIN,
WILL REMAIN IN EFFECT UNTIL ALL OBLIGATIONS HAVE BEEN SATISFIED.
2.
IN THE EVENT OF ANY DEFAULT BY LESSEE
IN PERFORMANCE OF THE OBLIGATIONS, AS AFORESAID, GUARANTOR AGREES, ON DEMAND BY
LESSOR IN THE MANNER PROVIDED BELOW IN SECTION 3, TO PERFORM ALL THE OBLIGATIONS
AS ARE THEN OR THEREAFTER TO BE PERFORMED UNDER THE TERMS OF THE LEASE.
THE
PARTIES AGREE THAT (A) GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY SHALL BE
SUBJECT TO THE LIMITATIONS, EXCLUSIONS AND EXCULPATIONS OF LIABILITY SET FORTH
IN THE LEASE, (B) EXCEPT AS PROVIDED SECTION 6, BELOW, GUARANTOR MAY ASSERT ANY
AND ALL DEFENSES, SET-OFFS, OR COUNTERCLAIMS OF ANY KIND AVAILABLE TO LESSEE SO
AS TO DENY PAYMENT RELATED TO THIS GUARANTY INCLUDING, WITHOUT LIMITATION, ANY
SUCH RIGHTS ACQUIRED BY GUARANTOR THROUGH SUBROGATION, ASSIGNMENT, OR OTHERWISE
AND (C) THE OBLIGATIONS OF GUARANTOR HEREUNDER ARE DEPENDENT UPON LESSOR'S
PERFORMANCE OF ITS OBLIGATIONS UNDER THE LEASE.
3.
LESSOR SHALL MAKE ITS DEMAND FOR
PAYMENT HEREUNDER BY DELIVERING TO GUARANTOR A WRITTEN NOTICE WHICH: (I) STATES
THAT IT IS A DEMAND REQUIRED UNDER THIS GUARANTY FOR PAYMENT OF ONE OR MORE OF
THE OBLIGATIONS, (II) SETS FORTH THE AMOUNT AND THE BASIS FOR SUCH DEMAND, AND
(III) IS SIGNED BY AN AUTHORIZED OFFICER OF LESSOR.
SUBJECT TO THE ASSERTION OF
ANY RIGHTS IT HAS AS REFERENCED IN SECTION 2, GUARANTOR SHALL MAKE PAYMENT TO
LESSOR OF THE AMOUNT SPECIFIED IN THE WRITTEN DEMAND REFERENCED IN THE PRECEDING
SENTENCE IN IMMEDIATELY AVAILABLE FUNDS NOT LATER THAN THIRTY (30) DAYS AFTER
THE DELIVERY OF THAT WRITTEN DEMAND.
4.
GUARANTOR DOES HEREBY (A) WAIVE NOTICE
OF ACCEPTANCE OF THIS GUARANTY BY LESSOR; (B) WAIVE ANY NOTICES OR DEMANDS THAT
ARE NOT REQUIRED BY THIS GUARANTY OR THE LEASE; (C) AGREE NOT TO ASSERT ANY
DEFENSE, RIGHT OF