MYERS PEDESTAL SUPPLY AND TRANSITION AGREEMENTMyers Pedestal Supply • June 5th, 2003 • Quixote Corp • Plastics products, nec • Illinois
This MYERS PEDESTAL SUPPLY AND TRANSITION AGREEMENT (this “Agreement”) is made May 16, 2003 between GREEN LIGHT ACQUISITION COMPANY (“Buyer”), and U.S. TRAFFIC CORPORATION and MYERS/NUART ELECTRICAL PRODUCTS, INC. (collectively, “Seller”).
R E C I T A L SLease Contract • June 5th, 2003 • Quixote Corp • Plastics products, nec
LESSOR has ownership of the LEASED PROPERTY and of other common areas, and LESSEE may peacefully enjoy and use same. Likewise, LESSOR agrees that any encumbrance or mortgage shall, in no way, prejudice
EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2003 • Quixote Corp • Plastics products, nec
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of May 16, 2003, by and between Green Light Acquisition Company, a Delaware corporation (the “Company”), and Gary Coury (the “Employee”). The Company and the Employee are sometimes hereinafter collectively referred to as the “parties” and individually as a “party.” Certain capitalized terms used in this Agreement are defined in Article VII hereof.
LEASE CAMBRIDGE LEASING CORPORATION LANDLORD GREEN LIGHT ACQUISITION COMPANY TENANT 9601 and 9603 JOHN STREET SANTA FE SPRINGS, CALIFORNIA PREMISES May 16, 2003Lease Agreement • June 5th, 2003 • Quixote Corp • Plastics products, nec
LEASE made the 16th day of May between Cambridge Leasing Corporation, a Delaware corporation, having an office at Nine Washington Terrace, St. Louis, MO 63112 (“Landlord”), and Green Light Acquisition Company, a Delaware corporation, having an office at c/o Quixote Transportation Safety, Inc., One East Wacker Drive, Suite 3000, Chicago, IL 60601 (“Tenant”).
STANDSTILL AGREEMENTStandstill Agreement • June 5th, 2003 • Quixote Corp • Plastics products, nec • Illinois
This Standstill Agreement dated May 16, 2003, between Quixote Corporation, a Delaware corporation (the “Company”) and U. S. Traffic Corporation and Myers/Nuart Electrical Products, Inc. (together the “Stockholder”).
OEM SUPPLY AGREEMENTOem Supply Agreement • June 5th, 2003 • Quixote Corp • Plastics products, nec • Illinois
This OEM SUPPLY AGREEMENT (this “Agreement”) is made May 16, 2003 between GREEN LIGHT ACQUISITION COMPANY (“Customer”), and MYERS POWER PRODUCTS, INC. (“Supplier”). Customer and Supplier are each referred to herein as a “Party”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2003 • Quixote Corp • Plastics products, nec • Illinois
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into May 16, 2003 (the “Effective Date”) by and between QUIXOTE CORPORATION, a Delaware corporation (“Quixote”), and U.S. TRAFFIC CORPORATION, a Delaware corporation and MYERS/NUART ELECTRICAL PRODUCTS, INC. (together, the “Stockholder”).
ASSET PURCHASE AGREEMENT DATED MAY 16, 2003 BETWEEN GREEN LIGHT ACQUISITION COMPANY a Delaware corporation (“Buyer”) and a Delaware corporation, and MYERS/NUART ELECTRICAL PRODUCTS, INC. a Delaware corporation (collectively “Seller”)Asset Purchase Agreement • June 5th, 2003 • Quixote Corp • Plastics products, nec • Illinois
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated May 16, 2003, between Green Light Acquisition Company, a Delaware corporation (“Buyer”), and U. S. Traffic Corporation, a Delaware corporation, and Myers/NuArt Electrical Products, Inc., a Delaware corporation (collectively “Seller”).
STOCKHOLDER COVENANT NOT TO COMPETE AND OTHER POST-ASSET SALE OBLIGATIONSAgreement • June 5th, 2003 • Quixote Corp • Plastics products, nec
THIS AGREEMENT (“Agreement”) is made and entered into May 16, 2003 (the “Effective Date”), by and between Green Light Acquisition Company, a Delaware corporation (the “Company”), and Basil K. Vasiliou, a beneficiary of a stockholder (the “Stockholder”), in U.S. Traffic Corporation, a Delaware corporation (“Seller”).
CREDIT AGREEMENT Dated as of May 16, 2003 among QUIXOTE CORPORATION as the Borrower THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS and THE NORTHERN TRUST COMPANY as Administrative Agent LASALLE BANK NATIONAL ASSOCIATION Co-AgentCredit Agreement • June 5th, 2003 • Quixote Corp • Plastics products, nec • Illinois
This CREDIT AGREEMENT, dated as of May 16, 2003, is entered into by and among QUIXOTE CORPORATION, a Delaware corporation, as the Borrower, THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, as Lenders whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, and THE NORTHERN TRUST COMPANY, as Administrative Agent for itself and the other Lenders. The parties hereto agree as follows:
GUARANTYGuaranty • June 5th, 2003 • Quixote Corp • Plastics products, nec • Illinois
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”).
ContractQuixote Corp • June 5th, 2003 • Plastics products, nec • Illinois
THIS SUBORDINATED PROMISSORY NOTE AND ANY AND ALL PAYMENTS HEREUNDER ARE SUBORDINATED PURSUANT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF MAY 16, 2003, BETWEEN THE NORTHERN TRUST COMPANY, AS AGENT FOR CERTAIN LENDERS, U.S. TRAFFIC CORPORATION AND MYERS/NUART ELECTRICAL PRODUCTS, INC. (THE “SUBORDINATION AGREEMENT”). PAYMENT OF THIS SUBORDINATED PROMISSORY NOTE IS SUBORDINATED TO PAYMENT OF THE SENIOR DEBT, AS DEFINED IN THE SUBORDINATION AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL INDEBTEDNESS NOW OR HEREAFTER OWING BY THE COMPANY TO THE NORTHERN TRUST COMPANY, AS AGENT (THE “AGENT”) FOR THE BENEFIT OF THE LENDERS AS PARTIES TO THE CREDIT AGREEMENT, DATED MAY 16, 2003 AMONG QUIXOTE CORPORATION, THE AGENT AND THE LENDERS PARTY THERETO.
STOCKHOLDER GUARANTYStockholder Guaranty • June 5th, 2003 • Quixote Corp • Plastics products, nec • Illinois
THIS STOCKHOLDER GUARANTY (“Guaranty”) is made May 16, 2003, by Basil K. Vasiliou (“Guarantor”), to and for the benefit of Green Light Acquisition Company, a Delaware corporation (“Buyer”).
